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 July 22, 2025

Ryan Cohen
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

 Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended February 3, 2024
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 001-32637
Dear Ryan Cohen:

 We have completed our review of your filings. 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
cc: Erica Hogan
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 Document June 13, 2025 CORRESPONDENCE VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE, Mail Stop 3628 Washington, D.C. 20549 Attn:     Scott Stringer Joel Parker Alyssa Wall Cara Wirth Re:        GameStop Corp. Form 10-K for Fiscal Year Ended February 1, 2025 Dated March 25, 2025 File No. 001-32637 Ladies and Gentlemen: On behalf of our client, GameStop Corp., a Delaware corporation (the “ Company ”), we are writing this letter in response to the comment (the “ Comment ”) received by the Company from the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ Commission ”) by letter dated May 29, 2025 (the “ Comment Letter ”) with respect to the Company’s Form 10-K for the fiscal year ended February 1, 2025 (File No. 001-32637) filed with the Commission on March 25, 2025. Set forth below is the response of the Company to the Comment. For ease of reference, the Comment contained in the Comment Letter is printed below and is followed by the Company’s response. Form 10-K for the Fiscal Year Ended February 1, 2025 Item 1A. Risk Factors Risks Related to Our Investment Policy and Investment Portfolio If we are deemed to be an investment company under the Investment Company Act ..., page 7 1.     We note your risk factor that you may be deemed to be an investment company under the Investment Company Act of 1940. Please revise to include the specific facts and characteristics of your business that you considered in this analysis, including your levels of cash and cash equivalents as well as the implementation and execution of your Investment Policy. Further, we note your statements that if you are regulated as an investment company under the Investment Company Act of 1940, your activities may be restricted and burdensome requirements may be imposed upon you. Please revise to elaborate on such restrictions and requirements, including a description of your plan of operations under such, and the potential negative effects on your holdings and the market value of your Class A Common Stock. June 13, 2025 Response : The Company acknowledges the Staff’s Comment and respectfully advises the Staff that the Company will revise the risk factor disclosure in future relevant Exchange Act reports as previewed below (with the new disclosure denoted by underline): If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted. In order not to be regulated as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless we can qualify for an exclusion or exemption therefrom, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading in securities and owning “investment securities” having a value constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are primarily engaged in offering games and entertainment products through our stores and ecommerce platforms. Substantially all of our cash and cash equivalents (which are excluded from the term “investment securities” as cash items) have consisted, and are expected to consist, of (i) cash held in demand deposit accounts at banks and (ii) holdings of securities of money market funds that comply with Ruler 2a-7 under the Investment Company Act and U.S. government securities. Accordingly, we do not believe we are an investment company as defined under the Investment Company Act and we will continue to conduct our operations and monitor our holdings consistent with the Investment Policy to ensure ongoing and continuing compliance with this test so that we are not required to register as an investment company under the Investment Company Act. A change in, or further, guidance that may be issued in the future by the SEC or its Staff could negatively affect our ability to be excluded from the definition of an investment company under the Investment Company Act and regulation thereunder, which, in turn, could inhibit our ability to pursue our chosen strategies and may require us to re-classify our assets for purposes of the Investment Company Act or adjust our strategy accordingly. If we are required to do so, we may no longer be able to be excluded from the definition of an investment company under the Investment Company Act. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on our issuance of securities. In addition, burdensome requirements may be imposed on us, including registration as an investment company under the Investment Company Act, adoption of a specific form of corporate structure and reporting, limitations with respect to management, operations, transactions with certain affiliated persons and portfolio composition, including with respect to diversification and industry concentration, record keeping, voting, proxy and disclosure requirements and other rules and regulations. Such restrictions and requirements that could have a material adverse effect on our business and financial condition and may also require us to substantially change the manner in which we conduct our business. Further, a determination by regulators that Bitcoin or certain other cryptocurrencies constitute “securities” or “investment securities” under the Investment Company Act or other Federal Securities laws could lead to our classification as an investment company under the Investment Company Act and could negatively impact the market price or liquidity of Bitcoin or such other cryptocurrencies that we may hold should we have to sell such holdings during adverse market conditions and require significant changes in our operations which could have a material adverse effect on the market value of our Class A Common Stock. * * * 2 Please do not hesitate to contact Richard Brand at (212) 763-1818, Erica Hogan at (212) 819-8240 or Elodie Gal at (212) 819-8242 of White & Case LLP with any questions or comments regarding this letter. Sincerely, /s/ Richard Brand Richard Brand cc: Ryan Cohen, President, Chief Executive Officer and Chairman, GameStop Corp. Mark Robinson, General Counsel and Secretary, GameStop Corp. 3

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 May 29, 2025

Ryan Cohen
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

 Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended February 1, 2025
 Response dated March 25, 2025
 File No. 001-32637
Dear Ryan Cohen:

 We have reviewed your filing and have the following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended February 1, 2025
Item 1A. Risk Factors
Risks Related to Our Investment Policy and Investment Portfolio
If we are deemed to be an investment company under the Investment Company Act
..., page 7

1. We note your risk factor that you may be deemed to be an investment
company under
 the Investment Company Act of 1940. Please revise to include the
specific facts and
 characteristics of your business that you considered in this analysis,
including your
 levels of cash and cash equivalents as well as the implementation and
execution of
 your Investment Policy. Further, we note your statements that if you are
regulated as
 an investment company under the Investment Company Act of 1940, your
activities
 may be restricted and burdensome requirements may be imposed upon you.
Please
 revise to elaborate on such restrictions and requirements, including a
description of
 your plan of operations under such, and the potential negative effects
on your holdings
 and the market value of your Class A Common Stock.
 May 29, 2025
Page 2

 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 Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Erica Hogan
</TEXT>
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 Document March 25, 2025 CORRESPONDENCE VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE, Mail Stop 3628 Washington, D.C. 20549 Attn:    Alyssa Wall Cara Wirth Re:    GameStop Corp. Form 10-K for Fiscal Year Ended February 3, 2024 File No. 001-32637 Dear Ms. Wall and Ms. Wirth: GameStop Corp. (the “Company”) respectfully submits this letter in response to the comment letter received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), dated March 20, 2025 (the “Comment Letter”), in relation to the above referenced Form 10-K for the fiscal year ended February 3, 2024 (the “Form 10-K”). Below is the Company’s response. For ease of reference, the comment contained in the Comment Letter is presented below in italics followed by the Company’s response. Capitalized terms that are not otherwise defined have the meanings ascribed to them in the Form 10-K. Form 10-K for Fiscal Year Ended February 3, 2024 Our portfolio of securities may be concentrated in one or a few holdings, which may result in a single holding..., page 11 1.    We note your response to prior comment 2, including your commitment to maintaining this risk factor in future filings. Please revise to disclose the role, if any, of the Investment Committee and/or the Board of Directors in specifically overseeing any investment risk as it relates to your Investment Policy and any decision to concentrate holdings. Response : The Company respectfully acknowledges the Staff’s comment. In response, in future filings, beginning with the Company’s Form 10-K for the fiscal year ended February 1, 2025, the Company will include enhanced disclosure of the Investment Committee’s role in oversight of any investment risk as it relates to our Investment Policy and any decision to concentrate holdings. Specifically, we intend to add the following disclosures: In accordance with the revised Investment Policy, the Board has delegated authority to manage the Company’s portfolio of securities investments to an Investment Committee of the Board consisting of the Company’s Chairman of the Board and Chief Executive Officer, Ryan Cohen, and two independent members of the Board, together with such personnel and advisors as the Investment Committee may choose. The Investment Committee regularly reviews risks related to the Company's investment portfolio, including concentration risk. When allocating cash to various investment opportunities and considering related investment risk, the Investment Committee considers market-based factors, including risk adjusted after-tax yields. When reviewing concentration risk, the Investment Committee considers the liquidity needs of the Company, among other things. Investments are made in accordance with the guidelines in the Investment Policy that is reviewed at least annually, with oversight conducted by senior officers and the Investment Committee. ******** If you have any questions regarding the foregoing, please contact Erica Hogan of White & Case LLP at (212) 819-8240. Sincerely, /s/ Erica Hogan CC: Ryan Cohen, Chief Executive Officer and Chairman Mark Robinson, General Counsel and Corporate Secretary, GameStop Corp. 2

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 March 20, 2025

Ryan Cohen
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

 Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended February 3, 2024
 Response dated February 12, 2025
 File No. 001-32637
Dear Ryan Cohen:

 We have reviewed your February 12, 2025 response to our comment letter
and have
the following comment.

 Please respond to this letter 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
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our January
29, 2025 letter.

Form 10-K for Fiscal Year Ended February 3, 2024
Our portfolio of securities may be concentrated in one or a few holdings, which
may result in
a single holding..., page 11

1. We note your response to prior comment 2, including your commitment to
 maintaining this risk factor in future filings. Please revise to
disclose the role, if any,
 of the Investment Committee and/or the Board of Directors in
specifically overseeing
 any investment risk as it relates to your Investment Policy and any
decision to
 concentrate holdings.
 March 20, 2025
Page 2

 Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Erica Hogan
</TEXT>
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Document

February 12, 2025

CORRESPONDENCE VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE, Mail Stop 3628

Washington, D.C. 20549

Attn:     Alyssa Wall

Cara Wirth

Re:      GameStop Corp.

Form 10-K for Fiscal Year Ended February 3, 2024

File No. 001-32637

Dear Ms. Wall and Ms. Wirth:

GameStop Corp. (the “Company”) respectfully submits this letter in response to the comment letter received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), dated January 29, 2025 (the “Comment Letter”), in relation to the above referenced Form 10-K for the fiscal year ended February 3, 2024 (the “Form 10-K”).

Below are the Company’s responses. For ease of reference, each comment contained in the Comment Letter is presented below in italics followed by the Company’s response. Capitalized terms that are not otherwise defined have the meanings ascribed to them in the Form 10-K.

Form 10-K for Fiscal Year Ended February 3, 2024

Risk Factors - Risks Related to our Investment Policy and Securities, page 11

1.         We note your disclosure that "[d]epending on certain market conditions and various risk factors, Mr. Cohen or other members of the Investment Committee, each in their personal capacity or through affiliated investment vehicles, may at times invest in the same securities in which the Company invests." Please elaborate on the risks related to this aspect of your Investment Policy, including the potential conflicts of interest that may arise. If applicable, please update your related party transaction disclosure, including for any currently proposed transaction(s). Refer to Item 404 of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment to elaborate on the risks associated with the Company’s Investment Policy (as defined below).

Our Form 10-Q for the quarter ended November 2, 2024 contains existing disclosures to the effect that the Investment Committee directs the investment activity of the Company and that Mr. Cohen or other members of our Investment Committee, each in their personal capacity or through affiliated investment vehicles, may at times invest in the same securities or financial instruments in which the Company invests. We will add a risk factor in the Form 10-K for the year ended February 3, 2023 as shown in Appendix A.

February 12, 2025

In addition, we have considered Item 404 of Regulation S-K and concluded that no additional related party transaction disclosure is required at this time. Although the related party transaction analysis is a fact-specific one, we believe that there has not been or will be any transaction that would require disclosure as a related party transaction between the Company and any executive officer or member of the Board of Directors. Pursuant to Item 404(a) of Regulation S-K, “transactions with related persons” must involve the registrant and any related person that has a direct or indirect material interest in the transaction and in which the amount involved exceeds $120,000. In this case, any investment by an executive officer or a member of the Board of Directors in the same security or financial instrument as the Company should be considered separate transactions. Thus, investments in securities or financial instruments by executives officers or members of the Board of Directors on the one hand and the Company, subject to the Investment Policy, on the other, should be considered separate transactions not subject to reporting under Regulation S-K.

General.

2.         We note your disclosure in your Form 10-Q for the quarter ended August 3, 2024, filed on September 10, 2024, as amended on October 25, 2024, and your Form 10-Q for the quarter ended November 2, 2024, filed on December 10, 2024, regarding your At-The-Market Equity Offering Program. You state that aggregate gross proceeds from such offerings totaled approximately $3.5 billion and you intend to use the net proceeds from such offerings “for general corporate purposes, which may include acquisitions and investments in a manner consistent with our investment policy.” However, we also note your disclosure that "[t]he Company’s investments must conform to guidelines set forth in the revised Investment Policy or be approved by either the Investment Committee, by unanimous vote, or the full Board, by majority vote." Please revise to clarify the guidelines of your Investment Policy and accordingly, the manner in which the net proceeds from your ATM Offerings may be used and/or approved for use.

Response: The Company respectfully acknowledges the Staff’s comment to clarify the guidelines of the Investment Policy and the manner the net proceeds from ATM Offerings may be used and/or approved for use.

The proceeds of the ATM Offerings will be invested in accordance with our Investment Policy adopted by the Board of Directors. The Board of Directors unanimously authorized the Investment Policy to codify the role of certain members of the Board of Directors in overseeing the Company’s investments. In accordance with the Investment Policy, the Board of Directors has delegated authority to manage the Company’s cash and portfolio of securities investments to an Investment Committee consisting of the Company’s Chairman of the Board of Directors and Chief Executive Officer, Ryan Cohen, and two independent members of the Board of Directors, together with such personnel and advisors as the Investment Committee may choose. Decisions of the Investment Committee shall be made by unanimous decision.

2

February 12, 2025

The overall goals of the Investment Policy are to provide sufficient liquidity to meet the day-to-day financial obligations of the Company, and to optimize investment returns. Permissible investment instruments include cash and cash equivalents (e.g. bank obligations, money market funds, and commercial paper), fixed income securities (e.g. obligations of the U.S. Treasury and U.S. Government, tax exempt obligations of states and municipalities, and corporate bonds/notes), and equity securities (limited to those listed on the New York Stock Exchange (“NYSE”), NYSE American, NYSE Arca or the Nasdaq Stock Market and in compliance with the listing standards of the applicable exchange). Individual exceptions to the Investment Policy may only be made by the unanimous agreement of the Investment Committee or, if the Investment Committee is unable to reach unanimous agreement on such exception, by the Board of Directors.

As noted in our Form 10-K filed for the fiscal year ended February 3, 2024, the investments may be concentrated in one or a few holdings. Because conventional wisdom values diversification over concentration, we will maintain a risk factor in future filings to the effect that a significant decline in the market value of one or more of our investments may not be offset by the hypothetically better performance of other investments, and that could result in a more pronounced effect on net income and shareholders’ equity, and may result in greater volatility in the fair market value of the Company’s holdings of securities from one period to another.

Additionally, as discussed above, we will add the risk factor shown in Appendix A to future filings.

********

If you have any questions regarding the foregoing, please contact Erica Hogan of White & Case LLP at (212) 819-8240.

Sincerely,

/s/ Erica Hogan

CC: Mark Robinson, General Counsel and Corporate Secretary, GameStop Corp.

3

Appendix A

The new risk factor will read as follows:

Our failure to deal appropriately with conflicts of interest could adversely affect our businesses.

Certain of our executive officers and members of the Board of Directors engage in personal investment activities. These personal investments, done in their individual capacities or through affiliated investment vehicles, may give rise to potential conflicts or perceived conflicts between the personal financial interests of the executive officers or members of the Board of Directors and the interests of us, any of our subsidiaries or any stockholder other than such executive officers or members of the Board of Directors.

In addition, under our business priorities we will add the following:

The overall goals of the Investment Policy are to provide sufficient liquidity to meet the day-to-day financial obligations of the Company, and to optimize investment returns. Permissible investment instruments include cash and cash equivalents (e.g. bank obligations, money market funds, and commercial paper), fixed income securities (e.g. obligations of the U.S. Treasury and U.S. Government, tax exempt obligations of states and municipalities, and corporate bonds/notes), and equity securities (limited to those listed on the New York Stock Exchange (“NYSE”), NYSE American, NYSE Arca or the Nasdaq Stock Market and in compliance with the listing standards of the applicable exchange). Individual exceptions to the Investment Policy may only be made by the unanimous agreement of the Investment Committee or, if the Investment Committee is unable to reach unanimous agreement on such exception, by the Board of Directors.

4

January 29, 2025
Ryan Cohen
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 10-K for Fiscal Year Ended February 3, 2024
File No. 001-32637
Dear Ryan Cohen:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended February 3, 2024
Risk Factors
Risks Related to our Investment Policy and Securities, page 11
1.We note your disclosure that "[d]epending on certain market conditions and various
risk factors, Mr. Cohen or other members of the Investment Committee, each in their
personal capacity or through affiliated investment vehicles, may at times invest in the
same securities in which the Company invests." Please elaborate on the risks related
to this aspect of your Investment Policy, including the potential conflicts of interest
that may arise. If applicable, please update your related party transaction disclosure,
including for any currently proposed transaction(s). Refer to Item 404 of Regulation
S-K.
General
We note your disclosure in your Form 10-Q for the quarter ended August 3, 2024,
filed on September 10, 2024, as amended on October 25, 2024, and your Form 10-Q
for the quarter ended November 2, 2024, filed on December 10, 2024, regarding your
At-The-Market Equity Offering Program. You state that aggregate gross proceeds
from such offerings totaled approximately $3.5 billion and you intend to use the net 2.

January 29, 2025
Page 2
proceeds from such offerings “for general corporate purposes, which may include
acquisitions and investments in a manner consistent with our investment policy.”
However, we also note your disclosure that "[t]he Company’s investments must
conform to guidelines set forth in the revised Investment Policy or be approved by
either the Investment Committee, by unanimous vote, or the full Board, by majority
vote." Please revise to clarify the guidelines of your Investment Policy and
accordingly, the manner in which the net proceeds from your ATM Offerings may be
used and/or approved for use.
            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 Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
October 2, 2023
Daniel Moore
Principal Accounting Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended January 28, 2023
Filed March 28, 2023
File No. 001-32637
Dear Daniel Moore:
            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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Daniel Moore

Principal Accounting Officer and Interim Principal Financial Officer

September 18, 2023

CORRESPONDENCE VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE, Mail Stop 3628

Washington, D.C. 20549

Attn: Scott Stringer

 Joel Parker

  Re:      GameStop Corp.

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

             Filed March 28, 2023

             File No. 001-32637

Dear Messrs. Stringer and Parker:

GameStop Corp. (the "Company"), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated August 14, 2023 and received on September 5, 2023 (the "Comment Letter"), in regard to the above-referenced Form 10-K for the fiscal year ended January 28, 2023 (the “Form 10-K”).

Below are the Company’s responses. For ease of reference, each comment contained in the Comment Letter is presented below in italics followed by the Company's response.

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Results of Operations, page 26

1.In the discussion of year over year changes in net sales, gross profit and selling, general and administrative expenses you identify multiple factors for changes in the line items without quantifying the impact of each. Please revise to quantify the change for each of the factors that you cite. Refer to Item 303(b) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment to include quantification of factors cited for changes in financial statement line items. In future filings, beginning with the Company’s Form 10-Q for the fiscal quarter ending October 28, 2023, the Company will include, to the extent applicable, enhanced disclosure quantifying the impact of each individual material factor that contributed to the overall change in the line item in accordance with Item 303(b) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data, 11. Intangible Assets, Digital Assets, page 52

2.Please provide us with your accounting analysis, including classification, for the IMX and Digital Worlds NFTs Ltd. transactions citing the authoritative literature used to reach your conclusions. Also, detail the rights and obligations of the parties and the business purpose surrounding your right to receive $150 million in IMX tokens.

Response: On January 28, 2022 (the “Transaction Date”), GME Entertainment, LLC (“GME Entertainment”), a subsidiary of the Company, entered into a Protocol Services and License Agreement (the "License Agreement") with Immutable X Pty Limited (“Immutable X”) pursuant to which Immutable X would become a technology partner and platform for the Company’s non-fungible token (“NFT”) marketplace. The License Agreement allowed the Company to use Immutable X materials, including their protocol, software development kits, application programming interfaces, back-end infrastructure and documentation, for a 24-month period in exchange for transaction fees paid directly by consumers of the marketplace and a commitment to engage in certain co-marketing efforts, including co-pitching to gaming studios, engaging in marketing support efforts, and promoting the Immutable X protocol to build the ecosystems for Immutable X and the Company's NFT marketplace.

Simultaneously, GME Entertainment entered into a Grant Agreement, effective as of the Transaction Date (the "Grant Agreement"), with Digital Worlds NFTs Ltd. (“Digital Worlds”), which encourages the development of projects using Immutable X technology by issuing grants of IMX tokens. The Grant Agreement provided for the payment of up to 56.2 million IMX tokens (on the Transaction Date this was equivalent to approximately $150 million) to the Company upon the achievement of certain milestones:

•Milestone 1 – Execute Contract (28.1 million IMX tokens)

•Milestone 2 – Initial Press Release Announcement (9.4 million IMX tokens)

•Milestone 3 – NFT Platform Launch within 12 months of the Transaction Date (3.7 million IMX tokens)

•Milestone 4 – Transaction Target One of $1.5 billion in combined primary and secondary sales (7.5 million IMX tokens)

•Milestone 5 – Transaction Target Two of $3.0 billion in combined primary and secondary sales (7.5 million IMX tokens)

The Company filed the License Agreement and Grant Agreement (collectively, the "Agreements") as Exhibit 10.1 and 10.2, respectively, to the Company's Form 8-K dated February 3, 2022.

The Company determined that Immutable X and Digital Worlds were vendors in this relationship because they provided the Company with a technology to process transactions on its NFT marketplace. Accordingly, the recognition of the IMX tokens in the Grant Agreement was based on the guidance in Accounting Standards Codification ("ASC") 705-20, which outlines the accounting for consideration received from a vendor. The Company analogized the guidance in ASC 606-10-25-9 to determine that the Agreements should be evaluated together, as they were pursuing a single commercial objective.

On January 28, 2022, the Company completed Milestone 1 by fully executing the Grant Agreement. Subsequently, on February 3, 2022, the Company completed Milestone 2 by issuing the initial press release announcement. Finally, on October 31, 2022, the Company completed Milestone 3 by launching its NFT platform. All IMX tokens received for these respective milestones were converted to U.S. dollars during fiscal 2022 and no IMX token assets related to these grants remained on the Company's Consolidated Balance Sheets as of January 28, 2023.

The accounting treatment for the completion of each milestone was as follows:

1.Noncurrent Receivable (Other noncurrent asset on the Consolidated Balance Sheets) - ASC 705-20-25-10 provides that consideration received from a vendor shall be recognized only when the amount to be received is considered probable and can be reasonably estimated. Accordingly, the Company recognized a receivable for the IMX tokens at the time each milestone was achieved.  The receivable was classified as noncurrent to align with classification of the IMX tokens, which are classified as indefinite-lived intangible assets once received.  Refer to the discussion in number two below for further details. A receivable was not recognized for Milestones 4 or 5, as those milestones had not been achieved.

The Company measured the noncurrent receivable at fair value, and recognized the changes in fair value each period as part of selling, general, and administrative ("SG&A") expenses.  During fiscal 2022, the

Company recognized a loss of $7.2 million on the noncurrent receivable within SG&A expenses in its Consolidated Statements of Operations.

2.Indefinite-lived Intangible Asset (Other noncurrent asset on the Consolidated Balance Sheets) - The Company considered the guidance issued by the American Institute of Certified Public Accountants (“AICPA”), which formed a Digital Assets Working Group (“DAWG”) to address accounting considerations related to digital assets. The AICPA’s Practice Aid: Accounting for and Auditing of Digital Assets (“AICPA Guide”) includes questions and answers on the accounting for digital asset transactions.

The AICPA Guide states that "crypto assets generally would not meet the definitions of other asset classes within GAAP, and therefore, accounting for them as other than intangible assets may not be appropriate, as described in the following examples:

•Crypto assets will not meet the definition of cash or cash equivalents (as defined in the FASB ASC Master Glossary) when they are not considered legal tender and are not backed by sovereign governments. In addition, these crypto assets typically do not have a maturity date and have traditionally experienced significant price volatility.

•Crypto assets will not be financial instruments or financial assets (as defined in the FASB ASC Master Glossary) if they are not cash (see previous discussion) or an ownership interest in an entity and if they do not represent a contractual right to receive cash or another financial instrument.

•Although these crypto assets may be held for sale in the ordinary course of business, they are not tangible assets and therefore may not meet the definition of inventory (as defined in the FASB ASC Master Glossary).

Under FASB ASC 350, an entity should determine whether an intangible asset has a finite or indefinite life. FASB ASC 350-30-35-4 states that if no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset should be considered indefinite."

Based on the above AICPA interpretation, the Company determined that the IMX tokens were most appropriately classified as indefinite-lived intangible assets upon their receipt.

An indefinite-lived intangible asset is not subject to amortization. Rather, it should be tested for impairment annually or more frequently if events or changes in circumstances indicate it is more likely than not that the asset is impaired. The Company evaluated the indefinite-lived intangible asset for potential impairment based on the lowest intra-day quoted principal market prices. ASC 350-30-45-2 provides guidance on the presentation of impairments on intangible assets and states that "the amortization expense and impairment losses for intangible assets shall be presented in income statement line items within continuing operations as deemed appropriate for each entity." During fiscal 2022, the Company recognized impairment of $33.7 million on the indefinite-lived intangible asset within SG&A expenses in its Consolidated Statements of Operations.

Upon conversion of the indefinite-lived intangible assets to U.S. dollars, any resulting gain for the difference between the current carrying value and the amount received on the conversion was recognized in accordance with ASC 610-20.  During fiscal 2022, the Company recognized a gain of $6.9 million on the conversion of digital assets to cash within SG&A expenses in its Consolidated Statements of Operations.

3.Deferred Liability (Accrued liabilities and other current liabilities on the Consolidated Balance Sheets) - ASC 705-20-25-10 provides that consideration received from a vendor shall be recognized based on a systematic and rational allocation. Given that the fulfillment of obligations outlined in the Agreements occur throughout the stated 24-month term, the Company determined that using the stated term is the most systematic and rational approach to use when recognizing the IMX tokens received. Once a milestone was achieved, the deferred liability was relieved over the remaining months in the stated term.

The Company analogized the guidance in ASC 705-20-25-3 to classify the consideration received from Digital Worlds as part of SG&A expenses to align with where it records costs associated with related co-marketing and business development efforts, and because the Company had no established pattern of

entering into transactions of a similar nature. During fiscal 2022, the Company recognized $56.0 million of deferred liability amortization within SG&A expenses in its Consolidated Statements of Operations.

As of January 28, 2023, there remained $57.3 million of deferred liability related to the Agreements in accrued liabilities and other current liabilities on the Company's Consolidated Balance Sheets, as all remaining commitments were expected to be achieved and recognized over the remaining contract period within the subsequent 12 months. No additional milestones are currently expected to be achieved by the end of the stated term of the Agreements and no additional consideration is expected to be received related to this transaction.

*     *     *     *     *     *     *     *

If you have any questions regarding the foregoing, please contact the undersigned at (817) 722-7022.

Sincerely,

/s/ Daniel Moore

Daniel Moore

Principal Accounting Officer and Interim Principal Financial Officer

United States securities and exchange commission logo
August 14, 2023
Diane Saadeh-Jajeh
Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended January 28, 2023
Filed March 28, 2023
File No. 001-32637
Dear Diane Saadeh-Jajeh:
            We have reviewed your filing 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
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations, page 26
1.In the discussion of year over year changes in net sales, gross profit and selling, general
and administrative expenses you identify multiple factors for changes in the line items
without quantifying the impact of each.  Please revise to quantify the change for each of
the factors that you cite. Refer to Item 303(b) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
11. Intangible Assets
Digital Assets, page 52
2.Please provide us with your accounting analysis, including classification, for the IMX and
Digital Worlds NFTs Ltd. transactions citing the authoritative literature used to reach your

 FirstName LastNameDiane Saadeh-Jajeh
 Comapany NameGameStop Corp.
 August 14, 2023 Page 2
 FirstName LastName
Diane Saadeh-Jajeh
GameStop Corp.
August 14, 2023
Page 2
conclusions.  Also, detail the rights and obligations of the parties and the business purpose
surrounding your right to receive $150 million in IMX tokens.
            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 Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 4, 2021
Diana Saadeh-Jajeh
Interim Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended January 30, 2021
Filed March 23, 2021
File No. 1-32637
Dear Ms. Saadeh-Jajeh:
            We have completed our review of your filings.  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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June 3, 2021

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Scott Stringer

 Joel Parker

Re: GameStop Corp.

Form 8-K Filed March 23, 2021

Response Dated May 12, 2021

File No. 1-32637

Ladies and Gentlemen:

This letter is submitted in response to the letter dated May 20, 2021 from the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) to Diana Saadeh-Jajeh, Interim Chief Financial Officer and Chief Accounting Officer of GameStop Corp. (the “Company”).  For ease of reference, the comment in the SEC letter is presented below in bold italics and is followed by the Company’s response.

Form 8-K Filed March 23, 2021

Exhibit 99.1

Non-GAAP Results

1.    We note your response to comment 1. Your valuation allowance adjustment appears to result in an individually tailored income tax recognition method. Please revise your presentation to omit this adjustment. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

The Company acknowledges the Staff’s comment and in future filings will not include changes in its valuation allowance as a non-GAAP adjustment to tax expense used in calculating Adjusted Net Income.

If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (650) 863-2396.

Sincerely,

/s/ Diana Saadeh-Jajeh

Diana Saadeh-Jajeh

Interim Chief Financial Officer and Chief Accounting Officer

GameStop Corp.

United States securities and exchange commission logo
May 20, 2021
Diana Saadeh-Jajeh
Interim Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 8-K filed March 23, 2021
Response Dated May 12, 2021
File No. 1-32637
Dear Ms. Saadeh-Jajeh:
            We have reviewed your May 12, 2021 response to our comment letter 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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our reference to our prior comment is to our comment in
our April 28, 2021 letter.
Form 8-K filed March 23, 2021
Exhibit 99.1
Non-GAAP results
1.We note your response to comment 1. Your valuation allowance adjustment appears to
result in an individually tailored income tax recognition method.  Please revise your
presentation to omit this adjustment.  Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.

 FirstName LastNameDiana Saadeh-Jajeh
 Comapany NameGameStop Corp.
 May 20, 2021 Page 2
 FirstName LastName
Diana Saadeh-Jajeh
GameStop Corp.
May 20, 2021
Page 2
            You may contact Scott Stringer at 202-551-3271 or Joel Parker at 202-551-3651 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

May 12, 2021

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Scott Stringer

 Joel Parker

Re: GameStop Corp.

Form 10-K for the Fiscal Year Ended January 30, 2021

Filed March 23, 2021

Form 8-K Filed March 23, 2021

File No. 1-32637

Ladies and Gentlemen:

This letter is submitted in response to the letter dated April 28, 2021 from the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) to Diana Saadeh-Jajeh, Interim Chief Financial Officer and Chief Accounting Officer of GameStop Corp. (the “Company”).  For ease of reference, the comment in the SEC letter is presented below in bold italics and is followed by the Company’s response.

Form 8-K Filed March 23, 2021

Exhibit 99.1

Non-GAAP Results

1.    We note in arriving at adjusted net income you have included a tax valuation allowance adjustment. Please tell us what this adjustment represents, how you calculated the amount and why it is appropriate.

Response:

As a supplement to our financial results presented in accordance with GAAP in our quarterly earnings press releases, we present adjusted net income (loss), a non-GAAP financial measure.  Our computation of adjusted net income (loss) presented in our earnings press release for fiscal year 2020 includes the effect of a $53 million tax valuation allowance computed in accordance with GAAP.

Management considers adjusted net income (loss) in assessing our core operating performance and believes this measure provides useful information to investors in comparing our core operating performance over multiple periods. Insofar as the tax valuation allowance is a non-cash adjustment that primarily reflects our expectations of, and assumptions as to, future operating results and applicable tax laws, rather than our current period performance, and is not used by management to assess the core profitability of our business operations, we believe exclusion of the deferred tax valuation allowance helps to clarify our current period performance and afford investors a view of what management considers in its assessment of core operating performance.

In the first fiscal quarter of fiscal 2020, we recorded a valuation allowance on $53 million of U.S. and state deferred tax assets.  Notes 2 and 10 of the unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 discuss our assessment of the recoverability of these deferred tax assets and our rationale for recording the valuation allowance.  Note 9 of the audited financial statements included in our Annual Report on Form 10-K for the year ended January 30, 2021  (the “2020 Form 10-K”) further details the components of the first quarter valuation allowance ($45.5 million in respect of U.S. deferred tax assets and $7.6 million in respect of state deferred tax assets).

We wish to highlight for the Staff that, in preparing this response, we identified that the $53 million add-back to net income on account of the valuation allowance in our computation of adjusted net income (loss) inadvertently omitted a $29.2 million valuation allowance that we recorded in the fourth quarter of fiscal year 2020 in respect of foreign deferred tax assets.  This allowance is disclosed in Note 9 of the 2020 Form 10-K and together with the above-referenced $45.5 million and $7.6 million in respect of U.S. deferred tax assets and state deferred tax assets, respectively, equates to a total of $82.3 million of valuation allowances.  In future earnings releases that disclose, for comparative purposes, adjusted net income (loss) for fiscal year 2020, we will include the additional $29.2 million. This correction does not, and will not, affect our financial statements prepared in accordance with GAAP.

If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (650) 863-2396.

Sincerely,

/s/ Diana Saadeh-Jajeh

Diana Saadeh-Jajeh

Interim Chief Financial Officer and Chief Accounting Officer

GameStop Corp.

United States securities and exchange commission logo
April 28, 2021
Diana Saadeh-Jajeh
Interim Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended January 30, 2021
Filed March 23, 2021
Form 8-K filed March 23, 2021
File No. 1-32637
Dear Ms. Saadeh-Jajeh:
            We have limited our review of your filings to the financial statements and related
disclosures 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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed March 23, 2021
Exhibit 99.1
Non-GAAP results
1.We note in arriving at adjusted net income you have included a tax valuation allowance
adjustment.  Please tell us what this adjustment represents, how you calculated the amount
and why it is appropriate.

 FirstName LastNameDiana Saadeh-Jajeh
 Comapany NameGameStop Corp.
 April 28, 2021 Page 2
 FirstName LastName
Diana Saadeh-Jajeh
GameStop Corp.
April 28, 2021
Page 2
            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 Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
October 5, 2020
Diana Jajeh
Chief Accounting Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended February 1, 2020
Filed March 27, 2020
Form 8-K Filed March 26, 2020
File No. 1-32637
Dear Ms. Jajeh:
            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

CORRESP
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October 2, 2020

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:  Mr. Adam Phippen

  Mr. Bill Thompson

Re:  GameStop Corp.

  Form 10-K for the Fiscal Year Ended February 1, 2020

  Filed March 27, 2020

Form

  Form 8-K Filed March 26, 2020

  File No. 1-32637

Dear Mr. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as the "Company") to the comments on the above-referenced filing provided by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated September 22, 2020.

The Staff's comments are restated below in bold and italics type and are followed by the Company's responses.

Form 8-K filed March 26, 2020

Exhibit 99.1, page 1

1.Reference is made to your bold disclosure of adjusted operating income on page 1 which precedes the most directly comparable GAAP measure. Please present the most directly comparable GAAP measure with equal or greater prominence in future filings. Refer to Item 10e(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and will present the most directly comparable GAAP measure with equal or greater prominence in future filings.

Exhibit 99.1, page 12

2.Reference is made to your disclosure of adjusted free cash flow on page 12. Item 10(e)(1)(ii)(A) of Regulation S-K prohibits excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures, other than the measures earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA). Please tell us why this non-GAAP measure is not prohibited given the adjustment for the rollover of accounts payable payments.

COMPANY RESPONSE:

In determining the appropriateness of the inclusion of our non-GAAP financial measure, adjusted free cash flow, in our earnings release, we referred to Instruction 2 to Item 2.02 of Form 8-K which provides that “[t]he requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K shall apply to disclosures under this Item 2.02.” In addition, we referred to Release No. 34-47226, adopted January 22, 2003, which provides further clarification that only the requirements of paragraph (e)(1)(i), and not paragraph (e)(1)(ii), of Item 10 apply to disclosures furnished pursuant to Item 2.02 of Form 8-K. In that Release, the Commission stated that in order “to provide certain of the protections provided by the amendments to Item 10 of Regulation S-K and Item 10 of Regulation S-B to earnings releases, even if they are not filed, we have included in Item 12 [now Item 2.02] of Form 8-K the requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K … The other amendments to Item 10 of Regulation S-K and Item 10 of Regulation S-B would not apply.” As a result, we believe that the requirements of Item 10(e)(1)(ii)(A) of Regulation S-K do not apply to disclosures furnished pursuant to Item 2.02 of Form 8-K. However, the Company acknowledges the Staff’s comment and will not present rollover of accounts payable payments or similar adjustments that exclude liabilities that will require cash settlement adjustments to free cash flow in subsequent periods.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

   Sincerely,

    /s/ James A. Bell

    James A. Bell

    Executive Vice President and Chief Financial Officer

    GameStop Corp.

   (Principal Financial Officer)

   /s/ Diana Jajeh

   Diana Jajeh

   Senior Vice President and Chief Accounting Officer

   GameStop Corp.

   (Principal Accounting Officer)

United States securities and exchange commission logo
September 22, 2020
Diana Jajeh
Chief Accounting Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
Re:GameStop Corp.
Form 10-K for the Fiscal Year Ended February 1, 2020
Filed March 27, 2020
Form 8-K Filed March 26, 2020
File No. 1-32637
Dear Ms. Jajeh:
            We have limited our review of your filing 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 8-K Filed March 26, 2020
Exhibit 99.1, page 1
1.Reference is made to your bold disclosure of adjusted operating income on page 1
which precedes the most directly comparable GAAP measure.  Please present the most
directly comparable GAAP measure with equal or greater prominence in future filings.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of
Corporation Finance's Compliance and Disclosure Interpretations for Non- GAAP
Financial Measures.
2.Reference is made to your disclosure of adjusted free cash flow on page 12.  Item
10(e)(1)(ii)(A) of Regulation S-K prohibits excluding charges or liabilities that required,
or will require, cash settlement, or would have required cash settlement absent an ability
to settle in another manner, from non-GAAP liquidity measures, other than the measures

 FirstName LastNameDiana Jajeh
 Comapany NameGameStop Corp.
 September 22, 2020 Page 2
 FirstName LastName
Diana Jajeh
GameStop Corp.
September 22, 2020
Page 2
earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation
and amortization (EBITDA).  Please tell us why this non-GAAP measure is not prohibited
given the adjustment for the rollover of accounts payable payments.
            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 Adam Phippen at (202) 551-3336 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
August 7, 2018

Robert A. Lloyd
Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
Form 10 -K for Fiscal Year Ended February 3, 2018
Filed April 2, 2018
  File No. 001 -32637

Dear Mr. Lloyd:

We have comp leted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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 August 3, 2018

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

Attention:

 Ms. Jennifer Thompson

 Ms. Myra Moosariparambil

Re:

 GameStop Corp.

 Form 10-K for the Fiscal Year Ended February 3, 2018

 Response dated June 25, 2018

 File No. 001-32637

Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as the "Company") to the comments on the above-referenced filing provided by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated July 20, 2018.

The Staff's comments are restated below in bold and italics type and are followed by the Company's responses.

 Form 8-K filed March 28, 2018

Exhibit 99.1

Non-GAAP Measures

1.

 We note your response to comment 1 and the revisions you have proposed to make in future filings if you present the measure you call non-GAAP digital receipts. We have the following comments:

•

 Please revise future filings to comply with the requirement in Item 10(e) of Regulation S-K to provide a reconciliation to the most comparable GAAP measure, or tell us why such disclosure is not required. If you intend to label this measure as an operating metric in future filings, please revise your disclosure to more clearly disclose what this metric represents and how it relates to your GAAP results, including clarifying that the vast majority of digital receipts relates to the sale of unbundled digital content for which you recognize revenue on a net basis.

•

 Please also revise your description of GAAP Digital Revenue, such as that seen in the revenue recognition accounting policy in your Form 10-K, to disclose to your investors that you recognize revenue from the sale of unbundled digital content on a net basis. Your current disclosure that you earn a commission on the sale of certain digital products does not clarify which digital product sales are recognized on a net basis.

1

COMPANY RESPONSE:

The Company acknowledges the Staff’s comments and advises the Staff that the Company intends to label its “digital receipts” measure as an operating metric in future filings. The Company will revise its disclosure accordingly and will more clearly disclose what this metric represents and how it relates to the Company’s GAAP results. The Company’s proposed revised disclosure is as follows:

GameStop defines digital receipts as the retail value paid by the customer for digital content sold individually or bundled with non-digital products and sales of subscriptions to our Game Informer magazine in digital form. The vast majority of our digital receipts come from digital products that are sold individually rather than bundled with other products. Under GAAP, we recognize the sale of these digital products on a net basis, whereby the commissions earned are recorded to revenue rather than the full retail price paid by the customer. We believe this operating metric is useful in understanding the size and performance of our digital business in comparison to measures of the overall digital industry revenues and our other video game product categories.

In addition, the Company will revise its description of GAAP digital revenue included in its Form 10-K to more clearly disclose that revenue is recognized on a net basis for the sale of digital content for which we do not take possession or have the risk of loss.  The Company’s proposed revised disclosure is as follows:

We also sell a variety of digital products which generally allow consumers to download software or play games on the internet.  The significant majority of the digital products we sell are unbundled and do not require us to purchase inventory or take physical possession of, or take title to, inventory. When purchasing these products from us, consumers pay a retail price and we earn a commission based on a percentage of the retail sale as negotiated with the digital product publisher. We recognize the sale of these digital products on a net basis, whereby the commissions earned are recorded to revenue.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

 Sincerely,

 /s/ Robert A. Lloyd

 Robert A. Lloyd

 Chief Operating Officer and

 Chief Financial Officer

 GameStop Corp.

 (Principal Financial Officer)

 /s/ Troy W. Crawford

 Troy W. Crawford

 Senior Vice President and

 Chief Accounting Officer

 GameStop Corp.

 (Principal Accounting Officer)

2

Mail Stop 3561
July 20 , 2018

Robert A. Lloyd
Chief Financial Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
Form 10 -K for Fiscal Year Ended February 3, 2018
Response dated June 25, 2018
  File No. 001 -32637

Dear Mr. Lloyd:

 We have reviewed your June 25 , 2018 response to our comment letter and hav e 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 comment 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
comment applies  to your facts and circums tances, please tell us why in your response.

After reviewing your response to the comment , we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comment s in our June 11 ,
2018 letter.

Form 8 -K filed March 28, 2018

Exhibit 99.1

Non-GAAP Measures

1. We note your response to comment 1 and the revisions you have proposed to make in
future filings if you present the measure you call non -GAAP digital receipts.  We have
the following comments:

 Please revise future filings to comply with the requirement in Item 10(e) of
Regulation S -K to provide a reconciliation to the most comparable GAAP measure,
or tell us why such disclosure is not required.  If you intend to label this measure as
an operatin g metric in future filings, please revise your disclosure to more clearly

Robert A. Lloyd
GameStop Corp.
July 20 , 2018
Page 2

 disclose what this metric represents and how it relates to your GAAP results,
including clarifying that the vast majority of digital receipts relates to the sale of
unbundled digital  content for which you recognize revenue on a net basis.

 Please also revise your description of GAAP Digital Revenue, such as that seen in the
revenue recognition accounting policy in your Form 10 -K, to disclose to your
investors that you recognize revenue from the sale of unbundled digital content on a
net basis.  Your current disclosure that you earn a commission on the sale of certain
digital products does not clarify which digital product sales are recognized on a net
basis.

You may contact Myr a Moosariparambil, Staff Accountant, at (202) 551 -3796 or me at (202)
551-3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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 June 25, 2018

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

Attention:

 Ms. Jennifer Thompson

 Ms. Myra Moosariparambil

Re:

 GameStop Corp.

 Form 10-K for the Fiscal Year Ended February 3, 2018

 Filed April 2, 2018

 File No. 001-32637

Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as the "Company") to the comments on the above-referenced filing provided by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated June 11, 2018.

The Staff's comments are restated below in bold and italics type and are followed by the Company's responses.

 Form 8-K filed March 28, 2018

Exhibit 99.1

Non-GAAP Measures

1.

 We note you have presented the non-GAAP measure digital receipts and define this measure as the full amount paid by the customer for digital content at the time of sale and/or the value attributed to digital content when physical and digital products are sold combined. Please tell us in more detail what this measure represents, as this is unclear to us from the definition included in your earnings release, and revise future presentations of this measure to clarify this to your investors. Your response should clarify how this measure differs from your GAAP digital revenue and related GAAP deferred revenue. We may have further comments after reviewing your response.

1

COMPANY RESPONSE:

Digital Sales Background

We sell a variety of digital products which generally allow consumers to purchase full game downloads, downloadable content or point of sale activated cards redeemable for digital content. Certain of these products do not require us to purchase inventory or take physical possession of, or take title to, inventory. When purchasing these products from us, consumers pay a retail price and we earn a commission based on a percentage of the retail sale as negotiated with the product publisher. We recognize these commissions as revenue at the time of sale of these digital products.

What is Included in Digital Receipts

Our measure of non-GAAP digital receipts is primarily comprised of the gross retail value (the amount paid by the customer at point-of-sale) for the sale of these digital products. Also included in non-GAAP digital receipts are sales of digital subscriptions to our Game Informer magazine, and gross revenues from our Kongregate business, which we sold in 2017.

How Digital Receipts Differ from GAAP Digital Revenue and Related Deferred Revenue

Items classified in digital receipts are reflected below with their associated GAAP and non-GAAP values:

Product

 Digital Receipts

(non-GAAP)

 Digital Revenue

(GAAP)

 Deferred

Revenue

Digital content sold by itself

 Gross retail value

 Net commission

 No

Digital content sold in bundles (1)

 Allocation of gross retail value

 None (2)

 No

Game Informer - digital version

 Gross retail value at time of sale

 Amortization of gross retail value over the subscription period

 Yes (3)

____________________________

(1)

 Includes sales of bundles, in which digital content and physical hardware and/or physical software are sold together as a single SKU.

(2)

 We take possession and have the risk of loss for bundles that include digital content, therefore, net sales for these bundles are recognized on a gross basis. Sales of bundles are classified in other product categories, primarily in hardware and software.

(3)

 The difference between GAAP revenues and non-GAAP digital receipts on Game Informer for fiscal 2017 was less than 0.1% of total non-GAAP digital receipts.

Why Digital Receipts are Relevant to Our Investors

As a retailer, we believe that it is important to show how we are participating in the digital video gaming market as this category is growing and represents a threat to the physical video game category. Digital video gaming market numbers are reported in terms of the gross retail value paid by the customer, and our net commissions reported under GAAP revenue would significantly understate our participation in the digital space. We also believe it is useful for our investors to see the sales performance of our digital products category on a comparable basis to our other product categories, specifically new physical software.

2

When we present our "digital receipts" non-GAAP measure in the future, the Company will include explanatory language on the usefulness of this measure as follows:

"GameStop defines digital receipts as the gross retail value of digitally downloadable content, point of sale activated cards redeemable for downloadable content and sales of subscriptions to our Game Informer magazine in digital form. We believe this measure is useful in understanding the gross impact of the digital business in a more comparable format to digital industry measures and to our other video game product categories."

If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

 Sincerely,

 /s/ Robert A. Lloyd

 Robert A. Lloyd

 Chief Operating Officer and

 Chief Financial Officer

 GameStop Corp.

 (Principal Financial Officer)

 /s/ Troy W. Crawford

 Troy W. Crawford

 Senior Vice President and

 Chief Accounting Officer

 GameStop Corp.

 (Principal Accounting Officer)

3

Mail Stop 3561
June 11 , 2018

Robert A. Lloyd
Chief Financial  Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
Form 10 -K for Fiscal Year Ended February 3 , 2018
Filed April 2, 2018
  File No. 001 -32637

Dear Mr. Lloyd :

We have limited our review of your filing to the financial statements and related
disclosures 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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies  to your facts and circumstances, please tell us why in your response.

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

Form 8 -K filed March 28, 2018

Exhibit 99.1

Non-GAAP Measures

1. We note you have presented the  non-GAAP measure digital receipts and define this
measure as the full amount paid by the customer for digital content at the time of sale
and/or the value attributed to digital content when physical and digital products are sold
combined.  Please tell us in more detail what this measure represents, as this is unclear to
us from the definition included in your earnings release, and revise future presentations of
this measure to clarify this to your investors.  Your response should clarify how this
measure d iffers from your GAAP digital revenue and related GAAP deferred revenue.
We may have further comments after reviewing your response.

Robert A. Lloyd
GameStop Corp.
June 11 , 2018
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, no twithstanding any review, comments, action or absence of
action by the staff.

You may contact M yra Moosariparambil , Staff Accountant,  at (202) 551 -3796  or me at
(202) 551 -3737  with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of  Consumer Products

Mail Stop 3561
September 6, 2016

Mr. Robert A. Lloyd
Executive Vice President and Chief Financial Officer
Gamestop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re: Gamestop  Corp.
 Form 10-K for the Fiscal Year Ended January 30, 2016
Filed March 28 , 2016
File No. 1 -32637

Dear Mr. Lloyd :

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
Officer of Consumer Products

CORRESP
1
filename1.htm

		Document

 August 15, 2016

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

Attention:

 Ms. Jennifer Thompson

 Ms. Lisa Sellars

 Mr. Yong Kim

Re:

 GameStop Corp.

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

 Filed March 28, 2016

 File No. 001-32637

Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as the "Company") to the comments on the above-referenced filing provided by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated July 19, 2016. On July 20, 2016, Ms. Lisa Sellars of the Staff granted the Company’s request to respond to the Staff's comments on or before August 16, 2016, which we confirmed in a letter to the Staff dated July 21, 2016.

The Staff's comments are restated below in bold and italics type and are followed by the Company's responses.

 Site Selection and Location, page 8

1.

 Please consider presenting a rollforward of the number of stores by retail brand with separate presentation of number of stores closed and opened for the most recent fiscal year. With the continued growth of your AT&T, Cricket, Simply Mac, Zing Pop Culture and ThinkGeek stores, we believe it would beneficial to a reader to see the number of stores by brand.

COMPANY RESPONSE:

In future annual filings, we will include a rollforward of the number of stores by retail type with a separate presentation of the number of stores closed and opened in a tabular format for the most recent fiscal year. We will aggregate our Video Game stores, including GameStop, EB Games, and Micromania as they are similar store formats; will combine Zing Pop Culture and ThinkGeek stores as “Collectibles stores” since these two brands are also very similar store formats; and we will reflect AT&T, Cricket and Simply Mac brands separately.

1

A sample of the Company’s proposed disclosure for the fiscal year ending January 30, 2016 is set forth below.

 January 31, 2015

 Opened/Acquired

 Closed

 January 30, 2016

Video Game Stores

 6,202

 54

 (210

 )

 6,046

Collectibles Stores

 4

 31

 0

 35

Total Video Game Brands

 6,206

 85

 (210

 )

 6,081

Spring Mobile

 361

 535

 (6

 )

 890

Cricket

 63

 17

 (10

 )

 70

Simply Mac

 60

 16

 0

 76

Total Technology Brands

 484

 568

 (16

 )

 1,036

Total Stores

 6,690

 653

 (226

 )

 7,117

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

Consolidated Results of Operations, page 32

2.

 We note your presentation of net sales and gross profit by significant product category here and in your segment disclosures. We further note that your “mobile and consumer electronics” product category consists mainly of your Technology Brand segment through Spring Mobile managed AT&T and Cricket branded stores and Simply Mac stores, but also includes the sale of headphones, accessories and pre-owned smart phones in your Video Game Brand stores. Given your continued growth of these brands and the vastly different gross margins, please consider separately presenting your Spring Mobile managed AT&T and Cricket stores and your Simply Mac stores as two distinct product categories. We believe investors would benefit from separate presentation to better appreciate the growth and gross margins each delivers. If Spring Mobile and Simply Mac will each be presented separately, please tell us the category in which the mobile and consumer electronics sold in your Video Game Brand stores will be presented.

COMPANY RESPONSE:

As noted in our Form 10-K for the fiscal year ended January 30, 2016, and as noted in the Staff’s comment above, the majority of our “mobile and consumer electronics” product category has consisted of our Technology Brands segment since the acquisitions of our Spring Mobile and Simply Mac businesses in 2013. For the fiscal years ended January 30, 2016, January 31, 2015, and February 1, 2014, our Technology Brands segment made up 81.8%, 63.3% and 20.7% of mobile and consumer electronics net sales, respectively.

Given the continued growth of our Technology Brands business, we will reflect our net sales and gross profit for our Spring Mobile, Cricket and Simply Mac businesses together as a separate Technology Brands product category beginning with the quarter ending October 29, 2016. We believe that the combined presentation of all three brands within the Technology Brands category is the most meaningful disclosure for investors because our Simply Mac business is not a material part of our operations and has not been a significant component of the growth in our Technology Brands business. For each of the fiscal years ending January 30, 2016 and January 31, 2015, our Simply Mac business represented less than 2% of our total company net sales and only 1% of our total company gross profit, and we do not expect the Simply Mac contribution to our business to significantly increase in the near future.

2

Additionally, in our future filings, we will include the revenue from mobile and consumer electronics products sold in our Video Game Brands stores under our “other” products category due to immateriality. For the fiscal years ending January 30, 2016, January 31, 2015, and February 1, 2014, mobile and consumer electronics revenue in our Video Game Brands stores represented 1%, 2% and 2% of our total company net sales, respectively.

Financial Statements

Consolidated Statement of Operations, page F-4

3.

 We note your description on page 3 that your AT&T branded stores sell both pre and post-paid AT&T services, DirecTV service and wireless products. We also note that you earn commission revenue on certain digital products for which you do not take physical possession of or title to inventory. Therefore, it appears to us that you may have both sales of tangible products and revenues from services. Please tell us how you considered separately presenting net sales from tangible products and revenues from services on the face of your income statement. Refer to Rule 5-03b of Regulation S-X.

COMPANY RESPONSE:

We respectfully acknowledge the Staff’s comment, and advise the Staff that we examined the guidance set forth in Rule 5-03(b) of Regulation S-X, and determined that the Company’s current aggregate revenue presentation is appropriate. The Company derives its revenues primarily from sales of tangible products, including new and pre-owned video game hardware and software, video game accessories, collectible merchandise and mobile and consumer electronics products. We determined that these revenue streams are aligned with the guidance of Rule 5-03(b)(1)(a), which requires the presentation of “net sales of tangible products.”

The Company also derives revenues from the sale of “services” per Rule 5-03(b)(1)(d), such as product warranties and from “other” classes of revenue per Rule 5-03(b)(1)(e), such as commission revenues generated from the sale of digital products, the activation of new wireless plans, the activation of enhanced or upgraded features on existing wireless plans and the activation of other services provided by AT&T. However, revenues derived from all sources of revenue other than the sales of tangible products comprised less than 7% of the Company’s revenues in the fiscal years ending January 30, 2016, January 31, 2015, and February 1, 2014. As such, in accordance with Rule 5-03(b)(1), this service revenue and other revenue has not been presented separately on the Company’s statements of operations. To the extent the percentage of our service revenue or other revenue exceeds 10% of total revenue, we will modify the presentation.

Notes to Consolidated Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

Revenue Recognition, page F-9

4.

 We note that you earn commissions from the sale of digital products and from the activation of new wireless customers and activation of enhanced or upgraded features on existing wireless customer plans in your Spring Mobile business as an AT&T authorized dealer. We also note that you determined that you are not the primary obligor on the underlying AT&T wireless services contracts. Please provide us with your gross versus net analysis for revenue recognition related to your digital product sales and your AT&T service contracts. In doing so, please address each of the indicators in ASC 605-45-45. Please also clarify if all sales of digital products are recorded on a net basis. Furthermore, please tell us the different types of products and services sold as an AT&T authorized dealer and whether each of those revenues are recorded gross or net.

3

COMPANY RESPONSE:

Gross versus net analysis

As noted in our Form 10-K for the fiscal year ended January 30, 2016, and as noted in the Staff’s comment above, the Company earns commission revenues from the sale of digital products, the activation of new wireless plans and the activation of enhanced or upgraded features on existing wireless plans.  The Company has carefully considered the guidance in ASC 605-45-45 in its decision on whether to recognize these revenues on a gross or net basis.  The specific indicators that we considered for each of these sales categories are as follows:

Indicator per

ASC 605-45-45

 Sale of Digital Products

 Activation of Wireless Plans

 Comments:

The Company Is the Primary Obligor

 Net

 Net

 In both the sale of digital products and the activation of new wireless plans, the Company is not the primary obligor.  For the digital products we sell, our vendors have the ultimate responsibility for delivering the digital products and are responsible for the acceptability of those digital products.  For activations of new wireless plans, AT&T has the responsibility for providing the wireless services to the customer and is responsible for the acceptability of the wireless services.

The Company Has General Inventory Risk

 Net

 Net

 The Company does not take inventory risk in either the sale of digital products or the sale of wireless service plans.  For most digital products we sell, the Company never takes title to the digital product. The digital product is activated at the time of sale which enables the customer to access the digital product delivered by the publisher or service provider. For wireless service plans, the Company does not purchase the wireless service plans from the service provider for resale to our customers.

The Company Has Latitude in Establishing Price

 Net

 Net

 For the digital products we sell, we have limited ability to establish sales prices. For wireless service plans, we do not have the ability to set price.

The Company Changes the Product or Performs Part of the Service

 Net

 Net

 The Company does not change any part of the digital products we sell nor do we perform any part of the wireless services purchased by our customers.  Both the digital products and wireless services are provided to our customers in their original form directly from the digital product vendors and AT&T, respectively.

The Company Has Discretion in Supplier Selection

 Net

 Net

 The Company does not have supplier discretion in either the digital products we provide or the wireless services plans we offer.

The Company Is Involved in the Determination of Product or Service Specifications

 Net

 Net

 The Company is not involved in the determination of product or service specifications for either the digital products we sell or the wireless service plans we offer.

The Company Has Physical Loss Inventory Risk

 Net

 Net

 The risk of inventory loss is not applicable to the digital products or the wireless service plans we sell.  Both the digital products and the wireless service plans we sell are activated immediately at the point of sale.

The Company Has Credit Risk

 Net

 Net

 For sales of digital products, the Company does not have credit risk since the full amount of payment is collected at the point of sale. For sales of wireless service plans, the Company does not have credit risk as the customer is billed directly by AT&T for wireless services. In the event of certain wireless service plan or feature cancellations, the Company is only responsible for refunding the commission we earned in the initial sale transactions.

4

Based on a comprehensive review of all the indicators above, as defined in ASC 605-45-45, we respectfully submit to the Staff that the Company appropriately determined that we are acting as an agent in both our sale of digital products and wireless service plans and as such have appropriately recorded revenues for these products and services on a net basis.

As noted in our Form 10-K for the fiscal year ended January 30, 2016, we do not record all digital product sales on a net basis.  For the fiscal year ended January 30, 2016, less than 10% of our digital sales, or less than 1% of total sales, were recorded on a gross basis. We recognize certain digital sales on a gross basis where we are required to pre-purchase unique digital product activation codes from game developers prior to the sale to our customers and bare the risk of loss if we do not sell those codes.

Types of products and services sold as an AT&T authorized dealer

As noted in our Form 10-K for the fiscal year ended January 30, 2016, we sell several different products and services in our AT&T authorized stores.  In general, the products and services we sell in these stores and the revenue recognition treatment are outlined below.

Wireless service plans — We sell AT&T wireless service plans for mobile phones and tablets. These sales are recognized on a net basis as described above.

Other services — We sell other services offered by AT&T including digital television subscriptions (DIRECTV) and home automation and security services plans and equipment (AT&T Digital Life).  We recognize these sales on a net basis.  It should be noted that the ASC 605-45-45 gross versus net analysis for these services is similar to the gross versus net analysis for wireless service plans discussed previously.

Products (including wireless devices and accessories) — We sell wireless devices (phones and tablets) and related accessories. These sales are recognized on a gross basis with the exception of wireless devices sold through AT&T’s NEXT wireless service plan.  For the fiscal year ended January 30, 2016, over 95% of wireless devices we activated in our AT&T authorized dealer stores were sold under AT&T’s NEXT plan.  This plan allows the customer to activate a wireless service plan for a period of 24 or 30 months and lease a wireless device for the same period from AT&T. In these transactions, we deliver the device to the customer on behalf of AT&T, and AT&T reimburses us for the cost of the device.  We determined that these transactions are not sales of consignment inventory, since we take title to and assume risk of ownership of inventory at the time we purchase the devices from AT&T. We do not record a product sale for these transactions.

Warranties — We sell mobile device warranties and protection plans.  These sales are recognized on a net basis since we are selling these warranty and protection plans for a commission on behalf of AT&T who is responsible for performing under these warranties and protection plans.

We hereby acknowledge that:

•

 we are responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 we 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.

5

If you have any questions or comments regarding the foregoing, please do not hesi

CORRESP
1
filename1.htm

		Document

July 21, 2016

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:

 GameStop Corp.

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

 Filed March 28, 2016

 Commission File No. 001-32637

Dear Ms. Thompson:

Consistent with the telephone conversation between Ms. Lisa Sellars, Staff Accountant, and myself on July 20, 2016, this letter will confirm that Ms. Sellars agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter, dated July 19, 2016 regarding the above-referenced filing, until August 16, 2016.  The additional time is needed to allow for the appropriate amount of time and resources to consider the staff’s comments and to accommodate the travel schedules of several of the executives who will be involved in submitting our response.  Accordingly, the Company will respond on or before such revised due date.

If you have any questions or comments, please call me at (817) 424-2130.

Very truly yours,

/s/ TROY W. CRAWFORD

Troy W. Crawford

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

GameStop Corp.

CC: Ms. Lisa Sellars

       Mr. Yong Kim

Mail Stop 3561
July 19, 2016

Mr. Robert A. Lloyd
Executive Vice President and Chief Financial Officer
Gamestop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re: Gamestop Corp.
 Form 10-K for the Fiscal Year Ended January 30, 2016
Filed March 28 , 2016
File No. 1 -32637

Dear Mr. Lloyd :

We have limited our review of your filing 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 busine ss days by providing the requested
information or advis e 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.

Site Selection and Location, page 8

1. Please co nsider presenting a rollfoward of the number of stores by retail brand with
separate presentation of number of stores closed and opened for the most recent fiscal
year.  With the continued growth of your AT&T, Cricket, Simply Mac, Zing Pop Culture
and Thin kGeek stores, we believe it would beneficial to a reader to see the number of
stores by brand.

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

Consolidated Results of Operations, page 32

2. We note your presentation of  net sales and gross profit by significant product category
here and in your segment disclosures.  We further note that your “mobile and consumer
electronics” product category consists mainly of your Technology Brand segment
through Spring Mobile managed A T&T and Cricket branded stores and Simply Mac

Mr. Robert A. Lloyd
Gamestop Corp.
  July 19 , 2016
Page 2

 stores, but also includes the sale of headphones, accessories and pre -owned smart phones
in your Video Game Brand stores.  Given your continued growth of these brands and the
vastly different gross margins, ple ase consider separately presenting your Spring Mobile
managed AT&T and Cricket stores and your Simply Mac stores as two distinct product
categories.  We believe investors would benefit from separate presentation to better
appreciate the growth and  gross margins each delivers.  If Spring Mobile and Simply
Mac will each be presented separately, please tell us the category in which the mobile and
consumer electronics sold in your Video Game Brand stores will be presented.

Financial Statements

Consolidated  Statement of Operations, page F -4

3. We note your description on page 3 that your AT&T branded stores sell both pre and
post-paid AT&T services, DirecTV service and wireless products.  We also note that you
earn commission revenue on certain digital product s for which you do not take physical
possession of or title to inventory.  Therefore, it appears to us that you may have both
sales of tangible products and revenues from services.  Please tell us how you consider ed
separately presenting net sales from tangible products and revenues from services  on the
face of your income statement.  Refer to Rule 5 -03b of Regulation S -X.

Notes to Consolidated Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

Revenue Recognition, page F -9

4. We note that you earn commissions from the sale of digital products and from the
activation of new wireless customers and activation of enhanced or upgraded features on
existing wireless customer plans in your Spring Mobile business as an AT&T authorized
dealer.  We also note that you determined that you are not the primary obligor on the
underlying AT&T wireless services contracts.  Please provide us with your gross versus
net analysis for revenue recognition related to your digital product sales and your AT&T
service contracts.  In doing so, please address each of the indicators in ASC 605 -45-45.
Please also clarify if all sales of digital products are recorded on a net basis.
Furthermore, please  tell us the different types of prod ucts and services sold as an AT&T
authorized dealer and whether each of those revenues are recorded gross or net.

Mr. Robert A. Lloyd
Gamestop Corp.
  July 19 , 2016
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes 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 adeq uacy 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  Yong  Kim, Staff  Accountant,  at (202)  551-3323  or Lisa Sellars ,
Staff  Accountant,  at (202) 551-3348  if you have  questions regarding  comments on the financial
statements  and related  matters.   Please contact  me at (202)  551-3737  with any other  questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Officer of Consumer Products

Mail Stop 3561

November 4, 2015

J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas  76051

Re: GameStop Corp.
 Form 10-K for Fiscal Year  Ended January 31, 2015
Filed March 30, 2015
File No. 001 -32637

Dear Mr. Raines :

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 B ranch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

		CORRESP

 October 27, 2015

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

Attention:

 Ms. Jennifer Thompson

 Ms. Sondra Snyder

 Mr. Anthony Watson

Re:

 GameStop Corp.

 Form 10-K for the Fiscal Year Ended January 31, 2015

 Filed March 30, 2015

 File No. 001-32637

Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as the "Company") to the comment on the above-referenced filing provided by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated September 28, 2015.  On September 30, 2015, Ms. Sondra Snyder of the Staff granted the Company’s request to respond to the Staff's comment on or before October 27, 2015, which we confirmed in a letter to the Staff dated September 30, 2015.

The Staff's comment is restated below in bold and italics type and is followed by the Company's responses.

Consolidated Financial Statements

Note 10, Debt, page F-21

1.

 We note your disclosure that the Indenture for your $350.0 million Senior Notes contains covenants which place certain restrictions on you and your subsidiaries, including restrictions on the payment of dividends and distributions.  Please disclose the amount of retained earnings or net income restricted or free of restrictions.  Please refer to Rule 4-08(e)(1) of Regulation S-X.  In addition, please tell us the amount of restricted net assets of consolidated subsidiaries as of January 31, 2015 and your consideration of disclosing the information required by Rule 4-08(e)(3) and providing the schedule required by Rule 12-04 of Regulation S-X.

1

COMPANY RESPONSE:

The Indenture identified in the Staff’s comment is an exhibit to the Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (the "2014 Form 10-K"), through incorporation by reference to the Current Report on Form 8-K filed on September 24, 2014.  The Indenture does not restrict dividends or distributions from subsidiaries of the Company to the Company or to other subsidiaries of the Company.

As disclosed in the 2014 Form 10-K, the Indenture includes limitations on dividends and other restricted payments by the Company.  These limitations would restrict dividends and other restricted payments by the Company only if one or more of the following occurred: (1) an event of default were to exist under the Indenture, (2) if the Company could not satisfy a debt incurrence test, (3) if the amount of dividends and other restricted payments would exceed an amount tied to the Company’s consolidated net income.  These limitations, however, are subject to two exceptions, (1) an exception that permits the Company to declare and pay up to $175 million in dividends each fiscal year and (2) an exception that permits the Company to declare and pay dividends and make other restricted payments regardless of dollar amount so long as, after giving pro forma effect to the dividends and other restricted payments, the Company would have a leverage ratio, as defined under the Indenture, equal to or less than 1.0 to 1.0.

Additionally, the Company notes that Rule 4-08(e)(3) requires registrants that conduct significant operations through subsidiaries to inform investors about restrictions, including those arising from covenants, on the transfer of assets by subsidiaries to the registrant.  Specifically, disclosures under Rule 4-08(e)(3) are required when the restricted net assets of consolidated and unconsolidated subsidiaries and the parent’s equity in the undistributed earnings of 50% or less owned subsidiaries accounted for by the equity method together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.

Based on the foregoing requirement of Rule 4-08(e)(3), and as detailed below, the Company respectfully submits that it was not required to make disclosures under paragraphs (e)(3)(i) and (e)(3)(ii) of Rule 4-08 in the 2014 Form 10-K or to provide in the 2014 Form 10-K the condensed financial information prescribed by Rule 12-04 of Regulation S-X and Rule 5-04 of Regulation S-X.

As of January 31, 2015, none of the net assets of the Company’s consolidated subsidiaries were restricted net assets under Rule 4-08(e).  In addition, the Company had no equity in undistributed earnings of 50% or less owned subsidiaries accounted for by the equity method as of January 31, 2015.

To augment a reader’s understanding of our Indenture covenants, in future filings, we will enhance our disclosure of the restrictions in the Indenture on dividends and other restricted payments.  Such enhanced disclosure would read substantially as follows:

“The indenture governing the Senior Notes does not contain financial covenants but does contain covenants which place certain restrictions on us and our subsidiaries, including limitations on asset

2

sales, additional liens, investments, stock repurchases, the incurrence of additional debt and the repurchase debt that is junior to the Senior Notes. In addition, the indenture restricts payments of dividends to stockholders (other than dividends payable in shares of capital stock) if one of the following conditions exist: (i) an event of default has occurred, (ii) we could not incur additional debt under the general debt covenant of the indenture or (iii) the sum of the proposed dividend and all other dividends and other restricted payments made under the indenture from the date of the indenture exceeds the sum of 50% of consolidated net income plus 100% of net proceeds from capital stock sales and other amounts set forth in and determined as provided in the indenture.

These restrictions are subject to exceptions and qualifications, including that we can pay up to $175 million in dividends to stockholders in each fiscal year and we can pay dividends and make other restricted payments in an unlimited amount if our leverage ratio on a pro forma basis after giving effect to the dividend payment and other restricted payments would be less than or equal to 1.0 to 1.0.”

We hereby acknowledge that:

•

 we are responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 we 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.

3

If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

 Very truly yours,

 /s/ Robert A. Lloyd

 Robert A. Lloyd

 Executive Vice President and

 Chief Financial Officer

 GameStop Corp.

 (Principal Financial Officer)

 /s/ Troy W. Crawford

 Troy W. Crawford

 Senior Vice President and

 Chief Accounting Officer

 GameStop Corp.

 (Principal Accounting Officer)

4

CORRESP
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		CORRESP

September 30, 2015

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:

 GameStop Corp.

 Form 10-K for Fiscal Year Ended January 31, 2015

 Filed March 30, 2015

 Commission File No. 001-32637

Dear Ms. Thompson:

Consistent with the telephone conversation between Ms. Sondra Snyder, Staff Accountant, and myself on September 30, 2015, this letter will confirm that Ms. Snyder agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter, dated September 28, 2015 regarding the above-referenced filing, until October 27, 2015.  The additional time is needed to allow for the appropriate amount of time and resources to consider the staff’s comments and to accommodate the travel schedules of several of the executives who will be involved in submitting our response.  Accordingly, the Company will respond on or before such revised due date.

If you have any questions or comments, please call me at (817) 424-2130.

Very truly yours,

/s/ TROY W. CRAWFORD

Troy W. Crawford

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

GameStop Corp.

CC: Ms. Sondra Snyder

       Mr. Anthony Watson

Mail Stop 3561

September 2 8, 2015

J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas  76051

Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended January 31, 2015
Filed March 30, 2015
File No. 001 -32637

Dear Mr. Raines :

We have reviewed your filing an d 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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your r esponse.

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

Consolidated Financial Statements

Note 10. Debt, page F -21

1. We note your disclosure that the Indenture for your $350.0 million Senior Notes contains
covenants w hich place certain restrictions on you and your subsidiaries, including
restrictions on the payment of dividends and distributions.  Please disclose the amount of
retained earnings or net income restricted or free of restrictions.  Please refer to Rule 4 -
08(e)(1) of Regulation S -X.  In addition, please tell us the amount of restricted net assets
of consolidated subsidiaries as of January 31, 2015 and your consideration of disclosing
the information required by Rule 4 -08(e)(3) and providing the schedule requ ired by Rule
12-04 of Regulation S -X.

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 Exc hange Act rules require.   Since the company and its management are

J. Paul Raines
GameStop Corp.
September 2 8, 2015
Page 2

 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 comment, 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 S ondra Snyder, Staff Accountant at (202) 551 -3332  or Anthony
Watson, Staff Accountant  at (202) 551-3318 , or me at (202) 551 -3737 if you have any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

November 20,  2014

Via E -mail
Mr. J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended February 1, 2014
Filed April 2, 2014
File No. 001 -32637

Dear Mr. Raines :

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 s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Br anch Chief

CORRESP
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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

1.

 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.

1

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

2

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.

3

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.”

4

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.

5

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

CORRESP
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		corresp

October 1, 2014

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:

 GameStop Corp.

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

 Commission File No. 001-32637

Dear Ms. Thompson:

Consistent with the telephone conversation between Ms. Sondra Snyder, Staff Accountant, and myself on September 30, 2014, this letter will confirm that Ms. Snyder agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter, dated September 29, 2014 regarding the above-referenced filing, until October 29, 2014.  The additional time is needed to allow for the appropriate amount of time and resources to consider the staff’s comments and to coordinate the discussion of the comment letter with our current and predecessor audit firms.  Accordingly, the Company will respond on or before such revised due date.

If you have any questions or comments, please call me at (817) 424-2000.

Very truly yours,

/s/ TROY W. CRAWFORD

Troy W. Crawford

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

GameStop Corp.

CC: Ms. Sondra Snyder

September 29, 2014

Via E -mail
Mr. J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas  76051

Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended February 1, 2014
Filed April 2, 2014
File No. 001 -32637

Dear Mr. Raines :

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, please tell us why in your respon se.

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

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

Financial Statements, Page F -1

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

1. 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 sta tements 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
adjustmen ts 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

Mr. J. Paul Raines
GameStop Corp.
September 29, 2014
Page 2

 issued financial statements.  Please refer to AU -C Sections 700 and 708 and tell us how
you, BDO and Deloitte & Touche considered this guidance.

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 lia bilities 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 and
provide the basis for your conclusion.   If you conclu de 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.

4. Vendor Arrangements, page F -17

3. We note that in fiscal 2013  you reclassified cert ain costs related to cash consideration
received from your vendors from selling, general and administrative expenses to cost of
sales  to align those funds with the specific products sold.  We note that all vendor
allowances were recorded as a reduction to cost of sales in fiscal 2013, while in fiscal
2012 and 2011, vendor allowances were recorded as both a reduction to cost of sales and
selling, general and administrative expense.  Please tell us why these costs were
reclassified in fiscal 2013 and whether this represents a change in accounting principle,
change in accounting estimate or an error p ursuant to ASC 250 and provide the basis for
your conclusion.  Please also tell us how you accounted for vendor allowances in
accordance with ASC 605 -50-25 and 605 -50-45 for all periods presented.  Furthermore,
please explain the circumstances that changed  from fiscal 2012 to fiscal 2013 that
warranted the reclassification and why you do not believe prior periods should be
reclassified.

Mr. J. Paul Raines
GameStop Corp.
September 29, 2014
Page 3

 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 ac curacy
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 Sondra Snyder, Staff Accountant , at (202) 551 -3332  or Yong Kim,
Staff Accountant, at (202) 551 -3323 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

December 16 , 2013

Via E -mail
J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
 Form 10-K for the year ended February 2, 2013
Filed April 3, 2013
File No. 001-32637

Dear Mr. Raines :

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 proceedi ng 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
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
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CORRESP

 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

 December 6, 2013

Attention:
Ms. Jennifer Thompson

 Ms. Lisa Sellars

Mr. Andrew Blume

Re:
GameStop Corp.

 Form 10-K for the Fiscal Year Ended February 2, 2013

Filed April 3, 2013

File No. 001-32637

 Dear
Ms. Thompson:

 This letter will confirm a November 21, 2013 conversation between Ms. Sellars, Staff Accountant at the
Securities and Exchange Commission (the “SEC”), and myself regarding the intention of GameStop Corp. (referred to herein as “we,” “us,” “our” or the “Company”) to quantify, in future SEC filings, the
impact on revenues and gross profit for each of its “Other” product categories. In our response to the SEC on October 23, 2013, we agreed to provide this additional information as to our “Other” product categories beginning
with our Form 10-Q for the period ending November 2, 2013. In the referenced conversation with Ms. Sellars, she and the SEC Staff agreed to afford the Company additional time to provide the expanded disclosure around our “Other”
product categories. As such, we intend to expand our tabular disclosure in our significant products note in the notes to our consolidated financial statements and expand our tabular disclosures in the Management’s Discussion and Analysis
(MD&A) beginning with our Form 10-K for our fiscal year ending February 1, 2014. This additional time will allow the Company to refine its consideration of our “Other” products categories in light of our recent acquisition of a
wireless solutions retailer.

 Additionally, this letter sets forth the response of GameStop Corp. to the comment on the above-referenced
filing provided by the Staff of the Division of Corporate Finance of the Securities and Exchange Commission by a letter dated November 8, 2013. Ms. Lisa Sellars, of the Staff, on November 14, 2013 kindly granted our request to respond
to the Staff’s comment letter on or before December 6, 2013, which we confirmed in a letter to the Staff dated November 19, 2013. The Staff’s comment is restated below in bold and italics type and is followed by our response
thereto.

 1

 Form 10-K for the year ended February 2, 2013

Consolidated Financial Statements, page F-1

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

Loyalty Expenses, page F-13

1.
We note your response to comment 1 from our letter dated October 2, 2013 and are still unclear why you classify the costs of your loyalty program as selling, general and administrative expenses. Considering
the cost of inventory is typically relieved through costs of sales, tell us why it is appropriate to classify the cost of free or discounted products earned by your customers outside of cost of sales.

Company Response:

 The Company notes the
Staff’s view that the cost of free or discounted products under our loyalty program would be more appropriately classified as cost of sales. Upon further consideration of this view point, we have determined that in our Form 10-K for the fiscal
year ending February 1, 2014, we will reclassify the fiscal 2013 year-to-date cost of free or discounted products under our loyalty program from selling, general and administrative costs to cost of sales and prospectively account for these
costs as cost of sales.

 We believe prospective treatment of this reclassification is appropriate based on the quantitative and
qualitative immateriality of these costs on our cost of goods sold, gross profit and selling, general and administrative expenses. Our cost of free or discounted products under our loyalty program for the 53 weeks ended February 2, 2013 and the
52 weeks ended January 28, 2012 were $15.6 million and $18.9 million, respectively. We anticipate that for the fiscal year ended February 1, 2014, our cost of free or discounted products under our loyalty program will be consistent with
the amount of costs incurred in fiscal 2012 and 2011 and will represent approximately 0.3%, 0.7% and 1.0% of cost of goods sold, gross profit and selling, general and administrative expenses, respectively. Additionally, we estimate that the fiscal
year ending February 1, 2014 cumulative reclassification of these costs would represent approximately 0.4%, 1.2% and 2.1% of our fourth quarter cost of goods sold, gross profit and selling, general and administrative expenses, respectively.

 We intend to continue to account for the costs to administer the loyalty program, including program administration fees, program
communications and cost of loyalty cards, as selling, general and administrative expenses.

 2

 We acknowledge that:

•

we are responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

we 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 comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

Sincerely,

/s/ Robert A. Lloyd

Robert A. Lloyd

Executive Vice President and

Chief Financial Officer

GameStop Corp.

(Principal Financial Officer)

/s/ Troy W. Crawford

Troy W. Crawford

Senior Vice President and

Chief Accounting Officer

GameStop Corp.

(Principal Accounting Officer)

 3

CORRESP
1
filename1.htm

CORRESP

 November 19, 2013

VIA EDGAR

 Jennifer Thompson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Mail Stop 3561

 100 F Street, NE

Washington, DC 20549-3561

Re:
GameStop Corp.

 Form 10-K for the year ended February 2, 2013

Filed April 3, 2013

Commission File No. 001-32637

Dear Ms. Thompson:

 Consistent with the
telephone conversation between Ms. Lisa Sellars, Staff Accountant, and myself on November 14, 2013, this letter will confirm that Ms. Sellars agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter,
dated November 8, 2013 regarding the above-referenced filing, until December 6, 2013. Accordingly, the Company will respond on or before such revised due date.

If you have any questions or comments, please call me at (817) 424-2000. My facsimile number is (817) 722-7766.

Sincerely,

/s/ Troy W. Crawford

Troy W. Crawford

Senior Vice President and Chief Accounting Officer

GameStop Corp.

 CC:  Ms. Lisa Sellars

 Mr. Andrew Blume

November 8, 2013

Via E -mail
J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
 Form 10-K for the year ended February 2,  2013
Filed April 3, 2013
File No. 001-32637

Dear Mr. Raines :

We have reviewed your response dated October 23 , 2013  and have the following
additional 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, 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  and the information you provide in
response to this comment , we may have  additional comments .

Form 10 -K for the year ended February 2, 2013

Consolidated Financial Statements, page F -1

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

Loyalty Expenses, page F -13

1. We note your response to comment 1 from our letter date d October 2, 2013 and are still
unclear why you classify the costs of your loyalty program as selling, general and
administrative expenses.   Considering the cost of inventory is typically relieved through
costs of sales, tell us why it is appropriate to cl assify the cost of free or discounted
products earned by your customers outside of cost of sales.

J. Paul Raines
GameStop Corp.
November 8, 2013
Page 2

 You may contact  Lisa Sellars, Staff accountant , at (202) 551 -3348  or Andrew Blume,
Staff Accountant , at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.  You may  contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 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 23, 2013

Attention:
Ms. Jennifer Thompson

Ms. Lisa Sellars

Mr. Andrew Blume

Re:
GameStop Corp.

Form 10-K for the Fiscal Year Ended February 2, 2013

Filed April 3, 2013

File No. 001-32637

 Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as “we,” “us,” “our” 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 a letter dated October 2, 2013. Ms. Lisa Sellars, of the Staff, on
October 4, 2013 kindly granted our request to respond to the Staff’s comment letter on or before October 23, 2013, which we confirmed in a letter to the Staff dated October 9, 2013. The Staff’s comments are restated below in
bold and italics type and are followed by our responses thereto.

 Form 10-K for the year ended February 2, 2013

Consolidated Financial Statements, page F-1

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

Loyalty Expenses, page F-13

1.
We note your response to comment 3 from our letter dated August 16, 2013. Please explain the accounting for your loyalty program in more detail, including providing illustrative journal entries that you
record at the time of the sale of merchandise and at the time of point redemption.

 1

 Company Response:

Background

 The PowerUp Rewards loyalty
program allows enrolled members to earn points on purchases in our stores and on some of our Web sites. Members generally earn between 10 and 22 points for each dollar spent on GameStop merchandise which can be redeemed for rewards that include
promotional items and other merchandise such as gift cards, subscriptions to on-line game access and points cards for gaming platforms as well as in-store and on-line discounts. The estimated cost of a point earned by a member is based on our most
recent history of costs incurred to fulfill point redemptions and consideration of the rewards offered to our members in the rewards catalog. Currently, our actual cost to fulfill the redemption of a point is approximately $.00080.

Journal Entries

 We account for our
loyalty program with separate and distinct transactions. First, when a member earns points, we record an estimate of the cost of the points earned. Second, when the member redeems the points, we reverse the initial estimate of the cost of the points
earned and record the actual cost of the points redeemed. The following series of example journal entries reflects an initial transaction where a loyalty member earns points and two alternative subsequent transactions where the loyalty member
redeems their points for a coupon or merchandise.

 Initial Transaction – Member Earns Points

A member purchases $1,000 of new software with a cost of $800. The member earns 10,000 points. We estimate the cost of the 10,000 points earned
at $8 (10,000 points x $.00080 per point) and record the following journal entries:

 (1) Cash

$
1,000

 Sales

$
1,000

 (2) Cost of Sales

$
800

 Inventory

$
800

 (3) SG&A—Loyalty Points Earned

$
8

 Accrued Liabilities—Loyalty

$
8

 2

 Subsequent Transaction – Member Redeems Points

For a Coupon—The member redeems their 10,000 points for a $10 off coupon and uses it towards the purchase of new software with a
retail price of $60 and a cost of $48. We reverse the initial estimate of the cost of the points earned ($8) and record the actual cost of the points redeemed ($8). We record the following journal entries:

 (4) Accrued Liabilities—Loyalty

$
8

 SG&A—Loyalty Points Earned

$
8

 (5) Cash

$
50

 Cost of Sales

$
40

 SG&A—Loyalty Rewards Redeemed

$
8

 Inventory

$
48

 Sales

$
50

 We record these journal entries to (1) recognize the sale of merchandise net of the loyalty discount,
(2) reverse the initial estimate of the cost of the points redeemed from SG&A (entry #4 above), (3) recognize the actual cost of the points redeemed in SG&A, and (4) record cost of sales to reflect gross margin at the actual
gross margin of the product without the loyalty discount (20% in this example).

 For Merchandise—The member redeems their
10,000 points for a gaming themed hat. The cost of the hat is $6. We reverse the initial estimate of the cost of the points earned ($8) and record the actual cost of the points redeemed ($6). We record the following journal entries:

 (6) Accrued Liabilities—Loyalty

$
8

 SG&A—Loyalty Points Earned

$
8

 (7) SG&A—Loyalty Rewards Redeemed

$
6

 Loyalty Rewards Inventory (Prepaid)

$
6

 As the journal entries above indicate, we believe that the cost of our loyalty program is more appropriately
reflected in selling, general and administrative expenses rather than cost of sales due to the nature of the program. Our loyalty program, which was introduced in May 2010 as a replacement for other advertising programs, is an integral part of our
advertising and promotional efforts. We use this program to communicate new releases and promotions, provide member-only benefits and drive traffic into our stores, consistent with our other brand and promotional advertising programs.

 3

 Note 16. Significant Products, page F-36

2.
We note your response to comment 6 from our letter dated August 16, 2013. Although your “Other” product category accounted for only 13-17% of your revenues for the fiscal years presented, we note
that it represented approximately 34-40% of your overall gross profit. Please quantify for us the impact on revenues and gross profit for each “Other” sub-product disclosed on page 37 and referenced in our prior comment. To the extent any
sub-product materially contributes to your gross profit, please provide additional disclosures in your filing to enable investors to see the company through the eyes of management or tell us why you believe such information would not be useful to
investors.

 Company Response:

We note the Staff’s request to quantify the impact on revenues and gross profit for each of our “Other” product categories and
to provide additional disclosures to enable investors to see the Company through the eyes of management. In recent years, our business has evolved beyond our core businesses of selling new and pre-owned video game hardware, software and accessories
to selling mobile and digital products.

 The following table quantifies the impact on total revenues for each of our “Other”
sub-products for the 53 weeks ended February 2, 2013 (in millions).

53 Weeks
Ended
February 2,
2013

Net
Sales

Percent
of Total
Sales

 Net Other Sales:

 Video game accessories

$
635.5

7.1
%

 PC entertainment software

228.3

2.6
%

 Mobile

186.1

2.1
%

 Digital

142.5

1.6
%

 Game Informer and PowerUp Rewards

124.9

1.4
%

 Other

223.1

2.5
%

 Total

$
1,540.4

17.3
%

 4

 The following table quantifies the impact on total gross profit for each of our “Other”
sub-products for the 53 weeks ended February 2, 2013 (in millions).

53 Weeks
Ended
February 2,
2013

Gross
Profit

Percent of
Total
Gross
Profit

 Other Gross Profit:

 Video game accessories

$
242.1

9.1
%

 Digital

87.3

3.3
%

 Game Informer and PowerUp Rewards

77.2

3.0
%

 PC entertainment software

60.7

2.3
%

 Mobile

36.7

1.4
%

 Other

89.4

3.3
%

 Total

$
593.4

22.4
%

 In future filings, we will provide our financial statement users with more visibility into our
“Other” product categories. Specifically, beginning with our Form 10-Q for the period ending November 2, 2013, we will expand our table disclosures in our Significant Products note in our notes to our consolidated financial statements
to include video game accessories, digital and mobile as additional product categories. Similarly, we will expand our table disclosures in Management’s Discussion and Analysis to include video game accessories, digital and mobile as additional
product categories and will discuss material changes to net sales and gross profit between periods presented for these additional product categories. We intend to include video game accessories as a separate product category in the future because it
represents the largest sub-category of Other Sales. We plan to separately disclose the digital and mobile categories because these sub-categories represent significant growth opportunities for us in the near future. We intend to leave the Game
Informer, PowerUp Rewards and PC entertainment and products in the other sub-category, including toys, consumer electronics and strategy guides, as part of our Other Sales category because we do not expect that these sub-categories will become
significant to us in the near future. For example, subject to change based on facts and circumstances, the table disclosures would include the following:

 5

 The following table sets forth net sales (in millions) and percentage of total net sales by
significant product category for the periods indicated:

13 Weeks Ended

39 Weeks Ended

November 2, 2013

October 27, 2012

November 2, 2013

October 27, 2012

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total

 Net Sales:

 New video game hardware

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

 New video game software

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Video game accessories

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Pre-owned video game products

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Digital (1)

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Mobile (2)

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Other (3)

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

xxx.x

xx.x
%

 Total

$
xxx.x

xx.x
%

$
 xxx.x

xx.x
%

$
xxx.x

xx.x
%

$
 xxx.x

xx.x
%

 The following table sets forth gross profit (in millions) and gross profit percentages by significant product
category for the periods indicated:

13 Weeks Ended

39 Weeks Ended

November 2, 2013

October 27, 2012

November 2, 2013

October 27, 2012

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent

 Gross Profit:

 New video game hardware

$
 xx.x

xx.x
%

$
 xx.x

xx.x
%

$
 xx.x

xx.x
%

$
 xx.x

xx.x
%

 New video game software

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Video game accessories

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Pre-owned video game products

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Digital (1)

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Mobile (2)

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Other (3)

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

xx.x

xx.x
%

 Total

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

$
 xxx.x

xx.x
%

(1)
Primarily includes video game products and content distributed digitally and digital currency.

(2)
Primarily includes new and pre-owned tablets, mobile accessories, smartphones and other mobile products and services.

(3)
Primarily includes PC entertainment and other software and revenues associated with Game Informer magazine and our PowerUp Rewards program.

 6

 We acknowledge that:

•
we are responsible for the adequacy and accuracy of the disclosure in the filing;

•
Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•
we 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 comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

Sincerely,

/s/ Robert A. Lloyd

 Robert A. Lloyd

 Executive Vice President
and

 Chief Financial Officer

GameStop Corp.

(Principal Financial Officer)

/s/ Troy W. Crawford

 Troy W. Crawford

 Senior Vice President
and

 Chief Accounting Officer

GameStop Corp.

(Principal Accounting Officer)

 7

CORRESP
1
filename1.htm

CORRESP

 October 9, 2013

VIA EDGAR

 Jennifer Thompson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Mail Stop 3561

 100 F Street, NE

Washington, DC 20549-3561

Re:
GameStop Corp.

 Form 10-K for the year ended February 2, 2013

Filed April 3, 2013

Commission File No. 001-32637

 Dear
Ms. Thompson:

 Consistent with the telephone conversation between Ms. Lisa Sellars, Staff Accountant, and myself on
October 4, 2013, this letter will confirm that Ms. Sellars agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter, dated October 2, 2013, regarding the above-referenced filing, until
October 23, 2013. Accordingly, the Company will respond on or before such revised due date.

 If you have any questions or comments,
please call me at (817) 424-2000. My facsimile number is (817) 722-7766.

 Sincerely,

/s/ Troy W. Crawford

Troy W. Crawford

Senior Vice President and Chief Accounting Officer GameStop Corp.

 CC: Ms. Lisa Sellars

        Mr. Andrew Blume

October 2 , 2013

Via E -mail
J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
 Form 10-K for the year ended February 2, 2013
Filed April 3, 2013
File No. 001-32637

Dear Mr. Raines :

We have reviewed your response dated September 16, 2013  and have the following
additional comment s.  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 information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended February 2, 2013

Consolidated Financial Statements, page F -1

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

Loyalty Expenses, page F -13

1. We note you r response to comment 3 from our letter dated August  16, 2013.  Please
explain the accounting for your loyalty program in more detail , including providing
illustrative journal entries that you record at the ti me of the sale of merchandise and at the
time of point redemption.

J. Paul Raines
GameStop Corp.
October 2 , 2013
Page 2

 Note 16.  Significant Products, page F -36

2. We note your response to comment 6 from our letter dated August 16, 2013 .  Although
your “Other” product category account ed for only 13 -17% of your revenues for the fiscal
years presented , we note that it  represented approximately 34 -40% of your overall gross
profit.   Please quantify for us the impact on revenues and gross profit for each “Other”
sub-product  disclosed on page 37 and referenced in our prior comment .  To the extent
any sub -product materially contributes to your gross profit , please provide  additional
disclosures in your filing to enable investors to see the company through the eyes of
management or tell us why yo u believe such information would not be useful to
investors.

You may contact  Lisa Sellars, Staff accountant , at (202) 551 -3348  or Andrew Blume,
Staff Accountant , at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.  You may  contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 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

 September 16,
2013

Attention:

Ms. Jennifer Thompson

Ms. Lisa Sellars

Mr. Andrew Blume

 Re:

GameStop Corp.

Form 10-K for the Fiscal Year Ended February 2, 2013

Filed April 3, 2013

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 August 16, 2013. Ms. Lisa Sellars, of the Staff, on August 16, 2013 kindly
granted our request to respond to the Staff’s comment letter on or before September 16, 2013, which we confirmed in a letter to the Staff dated August 19, 2013. The Staff’s comments are restated below in bold and italics type and
are followed by our responses thereto.

 Form 10-K for the year ended February 2, 2013

Item 6. Selected Financial Data, page 28

1.
We note your disclosure that your comparable store sales figure is comprised of sales from stores operating for at least 12 full months as well as sales related to your web sites. In future filings, please
separately quantify the impact of eCommerce sales on your comparable store sales percentages.

 1

 Company Response:

We operate a multi-channel strategy that integrates our eCommerce operations with our stores. To effect this strategy, there is significant
interaction between our eCommerce operations and our stores. We view our eCommerce operations and stores as being largely inseparable components of our business, as indicated by the following:

•

We allow our customers to order product online and pick up that product in our stores;

•

We allow our customers to order product at our stores (via our eCommerce website) that is not currently available in our stores and have that product shipped to their homes;

•

We have an inventory platform that is shared by both our eCommerce operations and our stores; and

•

We have very similar branding, pricing, merchandising and marketing between our eCommerce operations and our stores.

Based on these factors outlined above, we believe that separately disclosing the impact of our eCommerce sales on our comparable store sales
percentages would not provide a meaningful measure to our financial statement users. Additionally, the impact of eCommerce sales on our comparable store sales percentage is, and has historically been, immaterial. For the 53 weeks ended
February 2, 2013, eCommerce sales had the effect of increasing our comparable store sales from negative 8.5% to the negative 8.0% as disclosed in our Selected Financial Data table on page 28 in our Form 10-K. In future filings, beginning with
our Form 10-K for the fiscal year ending February 1, 2014, we will expand our potential future footnote to the Selected Financial Data table on comparable store sales to better explain why the approach we take to calculate this measure is the
most relevant way to evaluate our business. For example, subject to change based on facts and circumstances, the disclosure would include language similar to the following:

“Comparable store sales is a measure commonly used in the retail industry, which indicates store performance by measuring the growth in
sales for certain stores for a particular period over the corresponding period in the prior year. Our comparable store sales is comprised of sales from stores operating for at least 12 full months as well as sales related to our Web sites and sales
we earn from sales of pre-owned merchandise to wholesalers or dealers. Comparable store sales for our international operating segments exclude the effect of changes in foreign currency exchange rates. The calculation of comparable store sales for
the 52 weeks ended February 1, 2014 compares the 52 weeks for the period ended February 1, 2014 to the most closely comparable weeks for the prior year period. The method of calculating comparable store sales varies across the retail
industry. As a result, our method of calculating comparable store sales may not be the same as other retailers’ methods. We believe our calculation of comparable store sales best represents our strategy as a multi-channel retailer
who provides its consumers several ways to access its products.”

 2

 Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-9

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

Revenue Recognition, page F-12

2.
We note your statement that the sales return reserve represents the gross profit effect of sales returns. Please explain to us in more detail how you determine and record your sales return reserve. It is unclear
to us if you are reducing sales for the gross profit of expected returns or if you are reducing sales and cost of sales to reflect estimated returns. Please refer to ASC 605-15-45-1.

Company Response:

 We
review actual historical sales returns to determine the estimated sales returns amount to apply to current year sales. Our sales returns have not historically varied materially from year to year. The sales return reserve has historically been
calculated based on the associated gross profit of the estimated sales returns. We recognize this gross profit impact in cost of sales as a matter of convenience due to the immaterial impact this reserve would have on our sales and cost of sales if
we recorded the sales return reserve in each of these individual financial statement line items. Our sales return policy is generally limited to less than 30 days and as such our sales returns are and have historically been immaterial. For fiscal
2012, the $1.5 million gross profit impact of our sales return reserve was recorded directly to cost of sales. This net amount was calculated based on estimated sales returns of approximately $3.6 million, associated cost of sales of approximately
$2.1 million and gross profit of approximately $1.5 million, or .04% of total net sales, .03% of cost of sales and .06% of gross profit, respectively.

However, we recognize that ASC 605-15-45-1 requires that revenue and cost of sales reported in the income statement be reduced to reflect
estimated returns. In future filings, beginning with our Form 10-Q for the period ending November 2, 2013, we will include the estimated sales returns as a reduction to both sales and cost of sales and we will modify our disclosure in the
footnotes to our financial statements to more clearly state how our sales return reserve is reflected in our financial statements. For example, subject to change based on facts and circumstances, the disclosure would include language similar to the
following:

 “Revenue from the sales of our products is recognized at the time of sale, net of sales discounts and net of an
estimated sales return reserve, based on historical return rates, with a corresponding reduction in cost of sales. Our sales return policy is generally limited to less than 30 days and as such our sales returns are, and have historically been,
immaterial.”

 3

 Loyalty Expenses, page F-13

3.
We note your disclosure that the cost of your loyalty program is recognized in selling, general and administrative expenses. Please explain to us why you believe SG&A expense is a more appropriate
classification than cost of sales.

 Company Response:

We believe that the cost of our loyalty program is more appropriately reflected in selling, general and administrative expenses rather than
cost of sales due to the nature of the program. Our loyalty program, which was introduced in May 2010 as a replacement for other advertising programs, is an integral part of our advertising and promotional efforts. We use this program to communicate
new releases and promotions, provide member-only benefits and drive traffic into our stores, consistent with our other brand and promotional advertising programs. Members earn points which can be redeemed for rewards that include promotional items
and other merchandise such as gift cards, subscriptions to on-line game access and points cards for gaming platforms as well as in-store and on-line discounts. Costs associated with in-store and on-line merchandise redemptions are recorded in cost
of sales when the reward is redeemed by the member. All other costs associated with our loyalty program are recorded in selling, general and administrative expenses, including costs to market the program, costs of promotional items, merchandise
discounts and costs to administer the program. We understand that there is disparity in where retailers include loyalty program related costs in their statements of operations and we have, and will continue to, adequately disclose that our loyalty
program costs are included in selling, general and administrative expenses so that our financial statement users are fully informed as to the impact these costs have on our results of operations.

Note 9. Goodwill, Intangible Assets and Deferred Financing Fees, page F-23

Intangible Assets and Deferred Financing Fees, page F-25

4.
In future filings, please provide the disclosures required by ASC 350-30-50-2(a) and (b) for your other intangible assets.

Company Response:

 We
confirm that in future filings we will provide the disclosures required by ASC 350-30-50-2(a) and (b) for our other intangible assets. Specifically, in our Form 10-K for the fiscal year ending February 1, 2014, we intend to segregate our
intangible assets subject to amortization by categories, disclose the aggregate amortization expense for the period and the estimated aggregate amortization expense for the five succeeding fiscal years. Additionally, for our intangible assets not
subject to amortization, we will disclose the total carrying amount and the carrying amount of each major intangible asset class. For example, subject to change based on facts and circumstances, the disclosure would include the following:

 4

 The gross carrying amount and accumulated amortization of our intangible assets other than
goodwill as of February 1, 2014 and February 2, 2013 are as follows (in millions):

As of February 1, 2014

As of February 2, 2013

Gross
Carrying
Amount (1)

Accumulated
Amortization

Net Carrying
Amount

Gross
Carrying
Amount (1)

Accumulated
Amortization

Net Carrying
Amount

 Intangible assets with indefinite lives:

 Trade names

$
X

$
—

$
X

$
X

$
—

$
X

 Intangible assets with finite lives:

 Trade names

X

X

X

X

X

X

 Key money

X

X

X

X

X

X

 Other

X

X

X

X

X

X

 Total

$
X

$
X

$
X

$
X

$
X

$
X

(1)
The majority of the change in the gross carrying amount of intangible assets is due to foreign currency fluctuations.

Intangible asset amortization expense for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012
was $X million, $X million and $X million, respectively.

 The estimated aggregate intangible asset amortization expense for the next five
fiscal years is as follows (in millions):

 Year Ending

Amortization of
Other
Intangible Assets

 January 2015

$
X

 January 2016

X

 January 2017

X

 January 2018

X

 January 2019

X

$
X

 5

 Note 13. Income Taxes, page F-29

5.
Please explain to us why state income taxes had such a significant impact on your statutory rate reconciliation for fiscal 2012.

Company Response:

 The
dollar amount of our state income tax expense did not change significantly during fiscal year 2012 as compared to the 52 weeks ended January 28, 2012 and January 29, 2011. The total state income tax expense was $20.6 million, $20.7 million
and $16.0 million for the 53 weeks ending February 2, 2013 and the 52 weeks ending January 28, 2012 and January 29, 2011, respectively. The impact of state income taxes on the rate reconciliation in fiscal 2012 was driven by our loss
before income taxes that was primarily the result of a nondeductible goodwill impairment charge of $627.0 million. Our loss before income taxes for the 53 weeks ending February 2, 2013 was $44.9 million as compared to earnings before income tax
expense of $549.1 and $621.4 million in the 52 weeks ending January 28, 2012 and January 29, 2011, respectively. A similar amount of state income taxes for all years presented compared to a relatively small amount of loss before income
taxes in fiscal 2012 produced the unusual impact on the statutory rate reconciliation in percentage terms being greater in fiscal 2012 as compared to previous years.

Note 16. Significant Products, page F-36

6.
We note that you have included several different products in the “other” category such as PC entertainment and other software, digital products and currency, mobile products, accessories and revenues
associated with your magazine and rewards program. Please tell us how you determined that none of these product categories was individually material for separate disclosure. Also, if you identify these subcategories within MD&A as reasons for
fluctuations in your other product sales, please quantify the extent to which each subcategory contributed to the overall change in sales. For example, you disclose on page 38 that the increase in other product sales for fiscal 2012 was primarily
due to increases in PC entertainment software and mobile devices, but you do not quantify the related amounts.

Company Response:

 Our
“other” product revenue category combines immaterial classes of revenue based on the guidance outlined in Regulation S-X 210.5-03(b). For each reporting period, we determine that each subclass does not exceed 10 percent of total net
revenue. In addition to determining that these revenue classes are immaterial quantitatively for separate disclosure, we consider whether they are material qualitatively as well. We will continue to monitor these product categories and ensure that
we separately disclose any category that becomes material in either a quantitative or qualitative manner.

 6

 Additionally, we confirm that in future filings, beginning with our Form 10-Q for the period
ending November 2, 2013, we will quantify the extent to which any of the other revenue classes contributed to the overall change in other product sales as identified by us within MD&A as reasons for fluctuations.

Note 17. Segment Information, page F-37

7.
In future filings, please disclose total expenditures for additions to long-lived assets. Refer to ASC 280-10-50-25.

Company Response:

 We
confirm that in future filings we will disclose the total expenditures for additions to long-lived assets in accordance with ASC 280-10-50-25 beginning with our Form 10-K for the fiscal year ending February 1, 2014.

 7

 We acknowledge that:

•

we are responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

we 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 comments regarding the foregoing, please do not hesitate to contact us at 817-424-2000.

Very truly yours,

/s/ Robert A. Lloyd

 Robert A. Lloyd

 Executive Vice President
and

 Chief Financial Officer

GameStop Corp.

(Principal Financial Officer)

/s/ Troy W. Crawford

 Troy W. Crawford

 Senior Vice President
and

 Chief Accounting Officer

GameStop Corp.

(Principal Accounting Officer)

 8

CORRESP
1
filename1.htm

Correspondence

 August 19, 2013

 VIA EDGAR

 Jennifer Thompson

Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Commission File No. 1-32637

 GameStop Corp. Form 10-K for the year ended February 2, 2013

 Dear Ms. Thompson:

 Consistent with the telephone conversation between Ms. Lisa Sellars, Staff Accountant, and myself on August 16, 2013, this letter will
confirm that Ms. Sellars agreed to extend the time for GameStop Corp. (the “Company”) to respond to the comment letter, dated August 16, 2013 regarding the above-referenced filing, until September 16, 2013. The additional time is needed to
accommodate preparing for and conducting our second quarter earnings call, preparing our second quarter Form 10-Q and to accommodate the travel schedules of several of the executives who will be involved in submitting our response. Accordingly, the
Company will respond on or before such revised due date.

 If you have any questions or comments, please call me at (817) 424-2000. My
facsimile number is (817) 722-7766.

 Very truly yours,

 /s/ Robert A. Lloyd

Robert A. Lloyd

Executive Vice President and Chief Financial Officer

GameStop Corp.

 CC: Ms. Lisa Sellars

August 16, 2013

Via E -mail
J. Paul Raines
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051

Re: GameStop Corp.
 Form 10-K for the year ended February 2, 2013
Filed April 3, 2013
File No. 001-32637

Dear Mr. Raines :

We have reviewed your filing 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 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 circumstance s or do not
believe an amendment is appropriate, please 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.

Form 10 -K for the year ended February 2, 2013

Item 6.  Selected Financial Data, page 28

1. We note your disclosure that your comparable store sales figure is comprised of sales
from stores operating for at least 12 full months as well as sales related to your web sites .
In future filings, please separately quantify the impact of eCommerce sales on your
comparable store sales percentages.

J. Paul Raines
GameStop Corp.
August 16, 2013
Page 2

 Consolidated Financial Statements, page F -1

Notes to Consolidated Financial Statements, page F -9

Note 1.  Summary of Sig nificant Accounting Policies, page F -9

Revenue Recognition, page F -12

2. We note your statement that the sales return reserve represents the gross profit effect of
sales returns.  Please explain to us in more detail how you determine and record your
sales return reserve.  It is unclear to us if you are reducing sales for the gross profit of
expected return s or if you are reducing sales and cost of sales to reflect estimated returns.
Please refer to ASC 605 -15-45-1.

Loyalty Expenses, page F -13

3. We note yo ur disclosure that the cost of your loyalty program is recognized in selling,
general and administrative expenses.  Please explain to us why you believe SG&A
expense is a more appropriate classification than cost of sales.

Note 9.  Goodwill, Intangible Assets and Deferred Financing Fees, page F -23

Intangible Assets and Deferred Financing Fees, page F -25

4. In future filings, please provide the disclosures required by ASC 350 -30-50-2(a) and (b)
for your other intangible assets.

Note 13. Income Taxes, pag e F-29

5. Please explain to us why state income taxes had such a significant impact on your
statutory rate reconciliation for fiscal 2012.

Note 16.  Significant Products, page F -36

6. We note that you have included several different products in the “other” category such as
PC entertainment and other software, digital products and currency, mobile products,
accessories and revenues associated with your magazine and rewards program.  Please
tell us how you determined that none of these product categories was i ndividually
material for separate  disclosure.  Also, if you identify these subcategories within MD&A
as reasons for fluctuations in your other product sales, please quantify the extent to which
each subcategory contributed to the overall change in sales.  For example, you disclose
on page 38 that the increase in other product sales for fiscal 2012 was primarily due to
increases in PC entertainment software and mobile devices, but you do not quantify the
related amounts .

J. Paul Raines
GameStop Corp.
August 16, 2013
Page 3

 Note 17.  Segment Information, page F -37

7. In future filings, please disclose total expenditures for additions to long -lived assets.
Refer to ASC 280 -10-50-25.

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 compa ny 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 co mpany
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  Lisa Sellars, Staff accountant , at (202) 551 -3348 or Andrew Blume,
Staff Accountant , at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.  You may  contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

October 11, 2011
 Via E-Mail

J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas
Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637

Dear Mr. Raines:
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/ Mara L. Ransom
Mara L. Ransom Assistant Director
cc: Robert A. Lloyd  Troy W. Crawford

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR AND OVERNIGHT MAIL

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

Mail Stop 3561

 100 F Street, N.E.

Washington, D.C. 20549-3561

October 3, 2011

Attention:

Ms. Mara L. Ransom, Esq.

 Re:

GameStop Corp. (the “Company,” “GameStop,” “we” or “our”)

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

Filed March 30, 2011

Definitive Proxy Statement on Schedule 14A

Filed May 16, 2011

File No. 001-32637

 Dear Ms. Ransom:

 We are writing in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were
contained in your letter dated September 21, 2011. For your convenience, we have repeated and numbered each paragraph to correspond to the numbered comment set forth in the Staff’s comment letter.

Definitive Proxy Statement on Schedule 14A

 Long-term Incentive Awards, page 19

1.
We note your response to comment five in our letter dated August 1, 2011. Please confirm to us that when discussing the responsibilities and contributions of
each of your named executive officers, such discussion will be specific and reference actual achievements. A general statement similar to the one included in the last paragraph of such response is insufficient.

Company Response:

 We confirm that in future filings, that when discussing the responsibilities and contributions of each of our named executive officers, such discussion will be specific and reference actual achievements.

 Cash Bonus Related to Vesting of Restricted Share Grants, page 20

2.
We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 2 of such response that the bonus is granted based on
performance in the prior fiscal year and for retention value to you. We also note the statement that the bonus is “earned and paid” over the vesting period. Please revise this subsection to address the retention aspect of such bonus.
Please clarify, if correct, that a named executive officer “earns” such bonus by remaining employed with you through the vesting period and did not “earn” such bonus based on his performance in the prior fiscal year. Currently,
the disclosure implies that such bonus is based solely on performance in the prior fiscal year. For example, in “—2010 Grants,” you state that “[t]he Compensation Committee…granted…cash bonuses for fiscal 2010 based
performance in fiscal 2009. We also note the statement in Part 3 of your response that the bonus is not based on performance. However, as noted in the quoted text above, you state that such bonus was based on performance in fiscal 2009. Please
clarify, including clarification on whether you intended to state that such bonus was not based on a named executive officer’s performance against a pre-established performance measure that was previously communicated to such named executive
officer. For further guidance, please consider Question 119.02 in our Regulation S-K Compliance and Disclosure Interpretations.

 Company Response:

 To address these additional comments, we have revised
our response (that was originally contained in our August 19, 2011 response letter to the Staff) to comment #6 in the Staff’s original letter dated August 1, 2011 as follows:

Part 1

The “amount…charged to expense in the applicable fiscal year” refers to the amount of expense recognized in selling,
general and administrative expenses in the Company’s consolidated statements of operations in accordance with accounting principles generally accepted in the United States of America related to the cash value of the cash bonuses that are
awarded simultaneously with the grants of restricted stock awards. Each recipient of a cash bonus award receives the right to an amount of cash consideration that is fixed on the award date and vests ratably over a three-year service period. We
recognize the associated expense on a straight-line basis over the three-year period in which the services are performed. The amount reflected includes the expense related to the cash bonus earned for both the 2010 and 2009 cash bonus awards based
on continued service provided by the named executive officer during the current fiscal year. For example, the fiscal 2010 amount of $1,354,000 presented in the “Bonus” column for Mr. DeMatteo is comprised of $600,000 (or one-third of
the $1,800,000 total cash bonus award listed on page 20) related to his 2010 grant and $754,000 (or one-third of the $2,262,000 total cash bonus award) related to his 2009 grant.

 2

 Part 2

 We based our disclosure on this measure instead of disclosing the full, pre-tax amount of the award, because the expense recognized reflects the amount that is earned by the recipient during the fiscal
year. The cash bonus award is granted after considering the individual executive’s performance in the prior fiscal year, but is earned by the executive as it vests over a three-year vesting period and therefore provides retention value to the
Company. The award is paid annually over a three-year vesting period to incentivize the named executive officer to stay during the vesting period. The named executive officer must stay through the award vesting dates to earn the bonus. The full,
pretax amount of the 2010 grant of cash awards is disclosed under the discussion of “2010 Grants” on page 20. In considering the individual executive’s past performance, the Compensation Committee considers overall performance and not
specific performance against pre-established performance measures.

 Part 3

We disclose this amount in the “Bonus” column of the Summary Compensation Table and in the “All Other Compensation”
column of the Director Compensation Table because it is a discretionary cash award that is not based on specific performance against pre-established performance measures, is not awarded either under an equity incentive plan or a non-equity incentive
plan (both as defined in Item 402(a)(6) of Regulation S-K) and is not a tax gross-up.

 Part 4

As discussed on page 21 under “2011 Grants,” “in order to grant each recipient a long-term award with an overall value
similar to the grant in February 2010, the Board approved cash bonuses…to offset the decline in value of the restricted share grant.” The cash bonus award was necessary in order “to preserve the pool of shares available for grant
under the 2001 Incentive Plan.” The primary purpose of these cash awards is to supplement the awards of restricted shares to bring the overall value of long-term incentive compensation and total compensation in line with our peer group and with
past grants discussed on page 15. Although the cash bonus does provide cash consideration that can be used “to satisfy any applicable withholding taxes due to the Company from the recipient with respect to the related restricted share vesting
and eliminate the need for recipients to sell shares upon vest to cover withholding taxes,” the value of each cash grant was not determined in consideration of the recipient’s cash needs to pay withholding taxes upon vest. The Company does
not view the cash bonus as a tax gross-up because the total value of the long-term award remained the same when the Company began granting cash bonuses. There is no additional cost to the Company and no additional taxable income to the employee,
whereas additional cost and additional income would be incurred if the cash bonus was a tax gross-up.

 3

3.
We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 4 of such response that you did not determine the value of
each cash grant in consideration of the recipient’s cash needs to pay withholding taxes upon vesting. Please revise the discussion in the third paragraph on page 20 to provide the disclosure included in such response.

 Company Response:

 In future filings, we will revise the disclosure under “Cash Bonus Related to Vesting of Restricted Share Grants” with language similar to the following:

“Beginning in February 2009, the Compensation Committee began recommending to the Board and the Board began approving grants of
restricted shares to executive officers coupled with grants of cash bonus awards. The primary reason for the grants of cash bonus awards was to preserve the pool of shares available for grant under the 2001 Incentive Plan. In determining the amount
of cash bonus awards to be granted, the primary goal was to offset the decline in value of the restricted share grants and bring the overall value of long-term incentive compensation and total compensation in line with our peer group and with past
grants. The value of each cash grant is not determined in consideration of the recipient’s cash needs to pay withholding taxes upon vest of the restricted shares. The net amount of such bonus, after deduction of applicable withholding taxes
relating to the cash bonus and the related restricted share vesting, if any, is to be paid by the Company to the recipient in cash within one month following the date such restricted shares vest. The cash bonus award is payable only if and to the
extent the related restricted share awards vest. In February 2009 and February 2010, the cash bonus awards per share were $26.00 and $20.00 per share, respectively, and were derived from the approximate average of the high and low price of the
Company’s common stock the day before the grant.”

 4

 The Company acknowledges that:

•

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

•

 Staff comments or changes in 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.

 If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at
817-424-2000.

Very truly yours,

 /s/ Robert A Lloyd

Robert A. Lloyd

 Executive Vice President and

 Chief Financial Officer

GameStop Corp.

(Principal Financial Officer)

 /s/ Troy W. Crawford

Troy W. Crawford

 Senior Vice President and

Chief Accounting Officer

GameStop Corp.

(Principal Accounting Officer)

 5

September 21, 2011
 Via E-Mail

J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas
Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637

Dear Mr. Raines:
 We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Definitive Proxy Statement on Schedule 14A

 Long-term Incentive Awards, page 19

1. We note your response to comment five in  our letter dated August 1, 2011.  Please
confirm to us that when discussing the res ponsibilities and contributions of each of your
named executive officers, such discussion will be specific and reference actual
achievements.  A general statement similar to the one included in th e last paragraph of
such response is insufficient.

J. Paul Raines GameStop Corp. September 21, 2011 Page 2

 Cash Bonus Related to Vesting of Restricted Share Grants, page 20

2. We note your response to comment six in our letter dated August 1, 2011 and the
discussion in Part 2 of such response that the bonus is granted based on performance in
the prior fiscal year and for retention value to you.  We also note the statement that the
bonus is “earned and paid” over the vesting period.  Please revise this subsection to
address the retention aspect of such bonus.  Please clarify, if correct, that a named
executive officer “earns” such bonus by remaining employed with you through the
vesting period and did not “earn” such bonus ba sed on his performance in the prior fiscal
year.  Currently, the disclosure implies that such bonus is based solely on performance in
the prior fiscal year.  For example, in “—2010 Grants,” you state that “[t]he
Compensation Committee…granted…cash bonuse s for fiscal 2010 based on performance
in fiscal 2009.  We also note the statement in  Part 3 of your response that the bonus is not
based on performance.  However, as noted in  the quoted text above , you state that such
bonus was based on performance in fiscal 2009.  Please clarify, includ ing clarification on
whether you intended to stat e that such bonus was not based on a named executive
officer’s performance against a pre-established performance measure that was previously communicated to such named executive officer.  For further guidance, please consider Question 119.02 in our Regula tion S-K Compliance and Disc losure Interpretations.

3. We note your response to comment six in our letter dated August 1, 2011 and the
discussion in Part 4 of such response that  you did not determine the value of each cash
grant in consideration of the recipient’s cash needs to pay withholding taxes upon
vesting.  Please revise the di scussion in the third paragra ph on page 20 to provide the
disclosure included in such response.
 We urge all persons who are responsible for th e 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 requir e.  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.
Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3264 with any
questions.
Sincerely,
   /s/ Mara L. Ransom
Mara L. Ransom Assistant Director
cc: Robert A. Lloyd  Troy W. Crawford

CORRESP
1
filename1.htm

corresp

VIA EDGAR AND OVERNIGHT MAIL

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

August 19, 2011

    Attention:

    Ms. Mara L. Ransom, Esq.

    Re:

    GameStop Corp. (the “Company”, “GameStop”, “we” or “our”)

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

    Filed March 30, 2011

    Definitive Proxy Statement on Schedule 14A

    Filed May 16, 2011

    File No. 001-32637

Dear Ms. Ransom:

          We are writing in response to the comments of the Staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were contained in
your letter dated August 1, 2011. For your convenience, we have repeated and numbered each
paragraph to correspond to the numbered comment set forth in the Staff’s comment letter.

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

Risks Related to Our Indebtedness, page 21

Despite current anticipated indebtedness..., page 22

    1.

    Please revise to quantify the amount of additional indebtedness that you may incur
pursuant to the exceptions and qualifications contained in the indenture governing the
senior notes and your senior credit facility.

    Company Response:

    In future filings, we will revise this disclosure to include additional language similar to
the following:

    “Absent consent from our lenders, the Company may not incur more than $750 million
of additional unsecured indebtedness to be limited to $250 million in

1

    general unsecured obligations and $500 million in unsecured obligations to finance
acquisitions valued at $500 million or more.”

Item 2. Properties, page 23

    2.

    Please file the lease governing your distribution facility in Louisville, Kentucky or
explain to us why you do not believe such lease is material. See Item 601(b)(10)(ii)(D) of
Regulation S-K.

    Company Response:

    We believe that the lease for our distribution facility in Louisville, Kentucky is
immaterial both in “amount” and “significance” as defined in Item 601(b)(10)(ii)(D) of
Regulation S-K. The annual rent expense is less than one tenth of one percent of fiscal 2010
total “selling, general and administrative expenses” reflected in our consolidated statement
of operations included in our Form 10-K filed March 30, 2011. In addition, there are no
rights or obligations related to this lease agreement that are material or unique to our
business from a qualitative perspective and we believe that adequate replacement space would
be available on broadly similar commercial terms if this lease agreement was terminated or
expired. In the event that the lease was terminated or expired, we believe that the
distribution operations that take place at this property could be relocated with minimal
disruption to our business by either absorbing these operations into our distribution
facility in Grapevine, Texas or replacing the facility with another readily available
facility in the existing general geographic area.

Definitive Proxy Statement on Schedule 14A

Election of Directors — Proposal 1, page 2

Information Concerning the Directors and Nominees, page 2

    3.

    Please revise to disclose on an individual basis each director’s and each nominee’s
specific experience, qualifications, attributes or skills that led to your conclusion that
such person should serve as your director. For further guidance, please consider Question
116.05 in our Regulation S-K Compliance and Disclosure Interpretations.

    Company Response:

    The Company’s current disclosure of the experience, qualifications, attributes or skills
related to qualification as a director is detailed on page 3 under “Information Concerning
the Directors and Nominees.” In future filings, in the biographies of the directors, we will
discuss each director’s specific experience, qualifications, attributes or skills that led
to the conclusion that the person should serve as director for the Company on an individual
basis. The additional disclosure will be similar to the following example for one of our
current directors:

2

    “Mrs. Shern’s qualifications to serve on the Board include her experience in a
senior position at a global professional services firm related to the retail
industry, her financial experience, including as a director on other audit
committees, and her senior leadership experience, all of which enable her to provide
key insights to the Company related to governance, compliance, financial matters and
retail operations.”

Compensation Discussion and Analysis, page 12

Key Elements of Compensation, page 16

Base Salaries, page 16

    4.

    In addition to providing the disclosure in this subsection with respect to your fiscal
2011 base salaries, please also provide such disclosure with respect to your fiscal 2010
base salaries. We note that you have provided some disclosure with respect to your fiscal
2010 base salaries in your definitive proxy statement filed on May 18, 2010. However, such
disclosure does not include all aspects of your fiscal 2010 base salaries, including the
increases paid to Messrs. Raines, Bartel and Lloyd in connection with their promotions. See
Item 402(b)(2)(ix) of Regulation S-K

    Company Response:

    Part 1

    With respect to disclosure of our fiscal 2010 base salaries, in future filings, we will
include a discussion of base salaries for our named executive officers for both the current
fiscal year and prior fiscal year. The additional disclosure will be similar to our
discussion of base salaries included in the “Compensation Discussion and Analysis — Key
Elements of Compensation” section on page 13 of our Definitive Proxy Statement on Schedule
14A filed May 18, 2010.

    Part 2

    With respect to disclosure of the increases to the 2010 base salaries of Messrs. Raines,
Bartel and Lloyd in connection with their promotions, in future filings, we will include a
discussion similar to the following:

    “The Compensation Committee met on May 26, 2010 to establish the base salaries
associated with the promotions of Mr. Raines from Chief Operating Officer to Chief
Executive Officer, Mr. Bartel from Executive Vice President of Merchandising and
Marketing to President and Mr. Lloyd from Interim Chief Financial Officer and Chief
Accounting Officer to Executive Vice President and Chief Financial Officer. In
setting the base salaries of these named executive officers for the remainder of
fiscal 2010, the Compensation Committee considered their compensation history, their
compensation level relative to all

3

    other Company executives, the increased responsibilities associated with their
promotions, the base salaries of the predecessor named executive officers in the
same or similar positions and information received from Towers-Perrin following its
review of the Company’s executive compensation program in fiscal 2008. Effective
June 2, 2010, in connection with their promotions, Mr. Raines’ base salary was
increased from $950,000 to $1,000,000; Mr. Bartel’s base salary was increased from
$610,000 to $750,000; and Mr. Lloyd’s base salary was increased from $390,000 to
$500,000.”

Long-term Incentive Awards, page 19

    5.

    Please discuss how each of the factors referenced in the third and fifth paragraphs on
page 19 contributed to your decision to grant the amounts of restricted stock and cash
bonuses that are disclosed on page 20 and in the Summary Compensation Table. For example,
please discuss the specific metrics you used to evaluate your financial performance over
the preceding year and the specific performance, responsibilities and contributions of each
of your named executive officers. See Item 402(b)(1)(v), (b)(2)(v) and (b)(2)(vii) of
Regulation S-K.

    Company Response:

    In future filings, we will include additional disclosure on the factors that contributed to
our decision to grant amounts of restricted stock and cash bonuses similar to the following:

    “In determining the amounts of restricted stock and cash bonuses to grant to named
executive officers for fiscal 2011, the Compensation Committee considered the
Company’s overall performance and each named executive officer’s individual
contributions to the Company’s overall performance. The Company performance that
received the most significant consideration included the following:

    Implementation of Strategic Initiatives

    •

    Launched PowerUp Rewards, a new loyalty program throughout the U.S. and
enrolled over six million members;

    •

    Developed the technology to sell digitally distributed add-on content
from both Sony and Microsoft and launched the sale of add-on downloadable
content in all U.S. stores; and

    •

    Completed the acquisition of Kongregate, Inc., an online gaming site
with over 30,000 free-to-play games and over 13 million unique visitors per
month.

4

    Financial Performance

    •

    Increased revenues by 4.4%;

    •

    Increased operating earnings by 4.0%, which was 97% of the targeted
operating earnings for fiscal 2010;

    •

    Grew net income by 8.1% and earnings per share by 17.8%;

    •

    The Company’s share price increased from $19.77 at the close of the last
trading day of fiscal 2009 to $20.98 at the close of the last trading day
of fiscal 2010; and

    •

    During fiscal 2010, the Company repurchased $381 million in shares of
its common stock and retired $200 million of debt.”

    Factors considered in determining the amounts for each named executive officer included
individual performance, individual contributions toward achievement of strategic objectives
and comparisons of long-term incentives and overall compensation of similar positions within
the Company’s peer group.

Executive Compensation, page 25

    6.

    We note the disclosure in footnote (5) to the Summary Compensation Table and footnote
(3) to the Director Compensation Table that the amounts reported represent the amount
charged to expense in the applicable fiscal year. Please explain to us what you mean by
“the amount...charged to expense in the applicable fiscal year” and why you based
disclosure on this measure instead of disclosing the full, pre-tax amount of the award.
Please also provide an analysis of why you disclosed the amounts of such awards in the
“Bonus” column of the Summary Compensation Table and in the “All Other Compensation” column
of the Director Compensation Table. We note that you have disclosed that “[t]he purpose of
the matching cash bonus was to preserve the pool of shares available for grant under the
2001 Incentive Plan and to use the cash bonus to satisfy any applicable withholding taxes
due to the Company from the recipient with respect to the related restricted share vesting
and eliminate the need for recipients to sell shares upon vest to cover withholding taxes.”
In light of this purpose, please analyze whether the cash bonus may properly be
characterized as a tax gross-up.

    Company Response:

    Part 1

    The “amount...charged to expense in the applicable fiscal year” refers to the amount of
expense recognized in selling, general and administrative expenses in the Company’s
consolidated statements of operations in accordance with accounting principles generally
accepted in the United States of America related to the cash value of the cash bonuses that
are awarded simultaneously with the grants of restricted stock awards. Each recipient of a
cash bonus award receives the right to an amount of cash consideration that is fixed on the
award date and vests ratably over a three-year service

5

    period. We recognize the associated expense on a straight-line basis over the three-year
period in which the services are performed. The amount reflected includes the expense
related to the cash bonus earned for both the 2010 and 2009 cash bonus awards based on
continued service provided by the named executive officer during the current fiscal year.
For example, the fiscal 2010 amount of $1,354,000 presented in the “Bonus” column for Mr.
DeMatteo is comprised of $600,000 (or one-third of the $1,800,000 total cash bonus award
listed on page 20) related to his 2010 grant and $754,000 (or one-third of the $2,262,000
total cash bonus award) related to his 2009 grant.

    Part 2

    We based our disclosure on this measure instead of disclosing the full, pre-tax amount of
the award, because the expense recognized reflects the amount that is earned by the
recipient during the fiscal year. The cash bonus award is granted based on performance in
the prior fiscal year, but also provides retention value to the Company. The award is earned
and paid over a three-year vesting period to incentivize the named executive officer to stay
during the vesting period. The named executive officer must stay through the award vesting
dates to earn the bonus. The full, pretax amount of the 2010 grant of cash awards are
disclosed under the discussion of “2010 Grants” on page 20.

    Part 3

    We disclose this amount in the “Bonus” column of the Summary Compensation Table and in the
“All Other Compensation” column of the Director Compensation Table because it is a
discretionary cash award that is not based on performance, is not awarded either under an
equity incentive plan or a non-equity incentive plan (both as defined in Item 402(a)(6) of
Regulation S-K) and is not a tax gross-up.

    Part 4

    As discussed on page 21 under “2011 Grants,” “in order to grant each recipient a long-term
award with an overall value similar to the grant in February 2010, the Board approved cash
bonuses...to offset the decline in value of the restricted share grant.” The cash bonus
award was necessary in order “to preserve the pool of shares available for grant under the
2001 Incentive Plan.” The primary purpose of these cash awards is to supplement the awards
of restricted shares to bring the overall value of long-term incentive compensation and
total compensation in line with our peer group and with past grants discussed on page 15.
Although the cash bonus does provide cash consideration that can be used “to satisfy any
applicable withholding taxes due to the Company from the recipient with respect to the
related restricted share vesting and eliminate the need for recipients to sell shares upon
vest to cover withholding taxes,” the value of each cash grant was not determined in
consideration of the recipient’s cash needs to pay withholding taxes upon vest. The Company
does not view the cash bonus as a tax gross-up because the total value of the long-term
award remained the same when the Company began granting cash bonuses. There is no additional
cost to the Company and no additional taxable income to the employee, whereas additional
cost and additional income would be incurred if the cash bonus was a tax gross-up.

6

    7.

    Please explain to us the accounting model you applied with respect to the Cash Bonus
Awards and your rationale for using that model. Please include in your response your
consideration as to the applicability of ASC 718.

    Company Response:

    Please see our response to comment number 6 regarding the accounting model we applied to the
cash bonus awards.

    We do not believe that the cash bonus awards meet either of the criteria in Financial
Accounting Standards Board’s Accounting Standards Codification Topic 718 (subtopic 10-15-3)
because the awards (a) are not “based, at least in part, on the price of the entity’s shares
or other equity instruments” and (b) do not “require or may require settlement by issuing
the entity’s equity shares or other equity instruments.” Although we do state the value of
the cash bonus awards in terms of the equivalent value of our common shares, the amount of
the cash bonus award is fixed and determinable on the date of the award, is independent of
any fluctuations in our share price subseque

August 1, 2011
 Via E-Mail

J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas
Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637

Dear Mr. Raines:
 We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended January 29, 2011

 Risks Related to Our Indebtedness, page 21

 Despite current anticipated indebtedness…, page 22

1. Please revise to quantify the amount of additional indebtedness that you may incur
pursuant to the exceptions and qualifications contained in the indenture governing the
senior notes and your se nior credit facility.

J. Paul Raines GameStop Corp. August 1, 2011 Page 2

 Item 2.  Properties, page 23

2. Please file the lease governi ng your distribution facility in Louisville, Kentucky or
explain to us why you do not believe such leas e is material.  See Item 601(b)(10)(ii)(D)
of Regulation S-K.
 Definitive Proxy Statement on Schedule 14A

 Election of Directors – Proposal 1, page 2

 Information Concerning the Dire ctors and Nominees, page 2

3. Please revise to disclose on an individual basis each director’s and each nominee’s
specific experience, qualifications, attributes or skills that led to your conclusion that
such person should serve as your director.  For further guidance, please consider
Question 116.05 in our Regula tion S-K Compliance and Disc losure Interpretations.
 Compensation Discussion and Analysis, page 12

 Key Elements of Compensation, page 16

Base Salaries, page 16

4. In addition to providing the disclosure in this  subsection with respec t to your fiscal 2011
base salaries, please also provi de such disclosure with re spect to your fiscal 2010 base
salaries.  We note that you have provided so me disclosure with respect to your fiscal
2010 base salaries in your definitive pr oxy statement filed on May 18, 2010.  However,
such disclosure does not include all aspects of  your fiscal 2010 base  salaries, including
the increases paid to Messrs. Raines, Ba rtel and Lloyd in connection with their
promotions.  See Item 402(b)(2)(ix) of Regulation S-K
 Long-term Incentive Awards, page 19

5. Please discuss how each of the factors refere nced in the third a nd fifth paragraphs on
page 19 contributed to your decision to gran t the amounts of restri cted stock and cash
bonuses that are disclosed on page 20 and in  the Summary Compensation Table.  For
example, please discuss the specific metr ics you used to evaluate your financial
performance over the preceding year and the specific performance, responsibilities and
contributions of each of your named executive officers.  See Item 402(b)(1)(v), (b)(2)(v)
and (b)(2)(vii) of Regulation S-K.

J. Paul Raines GameStop Corp. August 1, 2011 Page 3

 Executive Compensation, page 25

6. We note the disclosure in f ootnote (5) to the Summary Co mpensation Table and footnote
(3) to the Director Compensation Table that  the amounts reported represent the amount
charged to expense in the appl icable fiscal year.  Please ex plain to us what you mean by
“the amount…charged to expense in the a pplicable fiscal year” and why you based
disclosure on this measure instead of disc losing the full, pre-tax amount of the award.
Please also provide an analys is of why you disclosed the amounts of such awards in the
“Bonus” column of the Summary Compensation Table and in the “All Other Compensation” column of the Director Co mpensation Table.  We note that you have
disclosed that “[t]he purpose of the matc hing cash bonus was to preserve the pool of
shares available for grant unde r the 2001 Incentive Plan and to use the cash bonus to
satisfy any applicable withhol ding taxes due to the Compa ny from the recipient with
respect to the related restricted share vesting and eliminate the need for recipients to sell
shares upon vest to cover withhol ding taxes.”  In light of this purpose, please analyze
whether the cash bonus may properly be characterized as a tax gross-up.

7. Please explain to us the accounting model you applied with respect to the Cash Bonus
Awards and your rationale for using that m odel.  Please include in your response your
consideration as to the applicability of ASC 718.

8. We also note the disclosure in footnote (8) to the Summary Compensation Table.
Regarding Mr. Raines $1 million signing bonus, please explain whether (and if so, when)
cash amounts were paid to him in full, subjec t only to a repayment obligation, or if they
were awarded pursuant to some other arrange ment.   If the entire $1 million amount was
paid to Mr. Raines in a lump sum, pleas e explain why the amounts considered earned
during each fiscal year are reported separately.

9. Please include in footnote (3) a cross-referen ce to the discussion of the assumptions used
in determining the grant date fair value of the restricted stock awards.  Please also include
such cross-reference in footnote (2) to the di rector compensation table.  See Instruction 1
to Item 402(c)(2)(v) and (vi) of Regulati on S-K and Instruction to Item 402(k) of
Regulation S-K.
 Grants of Plan-Based Awards in Last Fiscal Year, page 27

10. Please disclose how you determined the thre shold, target and maximum payouts for the
June 2, 2010 grants to Messrs. Raines, Bartel  and Lloyd, considering you state that these
grants were tied to promotions.  S ee Item 402(b)(1)(v) of Regulation S-K.

J. Paul Raines GameStop Corp. August 1, 2011 Page 4

 Employment Agreements and Potential Payment upon Change in Control or Termination, page
29

11. Please disclose whether Catherine Smith r eceived any payments upon her resignation.
See Instruction 4 to Item 402(j) of Regulation S-K.
 Director Compensation, page 31

12. Please disclose your compensation arrangemen ts for directors that resulted in the
amounts disclosed in the “Fees Earned or Paid  in Cash” column.  We  note that it appears
that you provide such disclosure in your  definitive proxy statement filed on May 18,
2010.  However, such disclosure should also  be provided in the proxy statement that
discloses the fees earned for the last comp leted fiscal year.  See Item 402(k)(3) of
Regulation S-K.  We urge all persons who are responsible for th e 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 requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d 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.

Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3264 with any
questions.
Sincerely,
   /s/ Mara L. Ransom
Mara L. Ransom Legal Branch Chief
cc: Robert A. Lloyd  Troy W. Crawford

Mail Stop 3561
  November 9, 2009
Robert A. Lloyd Senior Vice President and Chief Accounting Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas  76051

Re:  GameStop Corp.
Form 10-K for the Fiscal Year Ended January 31, 2009 Filed April 1, 2009 Definitive Proxy Statement on Schedule 14A
                        Filed May 22, 2009
Form 10-Q for the Fiscal Quarter Ended May 2, 2009 Filed June 11, 2009 File No. 001-32637

 Dear Mr. Lloyd:
 We have completed our review of the above-referenced filings and have no
further comments at this time.

Sincerely,

H. Christopher Owings  Assistant Director

CORRESP
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filename1.htm

corresp

VIA EDGAR AND OVERNIGHT MAIL

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

September 29, 2009

    Attention:

    Ms. Catherine T. Brown, Esq.

    Re:

    GameStop Corp. (the “Company”, “GameStop”, “we” or “our”)

    Form 10-K for the Fiscal Year Ended January 31, 2009

    Filed April 1, 2009

    Definitive Proxy Statement on Schedule 14A

    Filed May 22, 2009

    Form 10-Q for the Fiscal Quarter Ended May 2, 2009

    Filed June 11, 2009

    File No. 001-32637

Dear Ms. Brown:

          We are writing in response to the comments of the Staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in your letter
dated September 4, 2009. Please note that the numbered paragraphs below correspond to the
paragraph numbers contained in your comment letter.

    1.

    In future 10-K filings, the Company will remove the “Securities Authorized for Issuance under
Equity Compensation Plans” section from Item 5 and report the information in Item 12 of the
Form 10-K, as requested.

    2.

    In future filings, if true, the Company will state that the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and
procedures are effective at the reasonable assurance level.

625 Westport Parkway  ¨ Grapevine, TX
76051 ¨ 817-424-2000
¨ 817-424-2820

    In addition, the Company confirms that its disclosure controls and procedures are designed to
be effective at the reasonable assurance level and that the Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were, in fact,
effective at the reasonable assurance level for the periods included in our annual report on
Form 10-K for the year ended January 31, 2009 and our quarterly report on Form 10-Q for the
period ended May 2, 2009.

    3.

    Minority interest related to the Company’s subsidiary, GameStop Group Limited, was not
presented on the face of the balance sheets or statements of operations in the Form 10-K for
the fiscal year ended January 31, 2009 due to the application of paragraph 15 of ARB 51, which
was in effect at that time. The statement required that cumulative losses applicable to the
minority interest in the subsidiary in excess of the minority interest in the equity capital
of the subsidiary should be charged against the majority interest, as there is no obligation
of the minority interest to make good such losses. GameStop Group Limited had cumulative
losses applicable to the minority interest owners in excess of the minority interest equity
capital of approximately $104,000 as of January 31, 2009. Therefore, the applicable losses
were included in the consolidated financial results of the Company.

    The Company adopted the provisions of SFAS 160 on February 1, 2009. During the quarter ended
May 2, 2009, GameStop Group Limited incurred additional immaterial losses. The Company
considered the provisions of SFAS 160, including the materiality criteria, and determined that
the amount attributable to the non-controlling interest for the quarter ended May 2, 2009 would
be less than 1% of either retained earnings or stockholders’ equity as a whole, which would be
immaterial to the Company’s financial statements. The results of GameStop Group Limited are
expected to improve in the future. The Company will continue to monitor the amount
attributable to the non-controlling interest. If the amount becomes material, the Company will
record the non-controlling interest amount based on the provisions of SFAS 160.

    4.

    All amounts reported in the financing section of the statement of cash flows for the Form
10-K filed April 1, 2009 are presented gross with the exception of the net change in other
noncurrent assets and other intangible assets. Reporting the net change in other noncurrent
assets and other intangible assets at their gross amounts for the 52 weeks ended January 31,
2009 would result in increases in other noncurrent assets and other intangibles of ($12,907)
and decreases in other noncurrent assets and other intangibles of $2,433.

    In future filings, beginning with the Form 10-Q for the period ending October 31, 2009, the
Company will retrospectively present all amounts in the financing section of the statement of
cash flows at their gross amounts.

2

    5.

    In future filings, the Company will expand the disclosure related to goodwill and other
intangible assets in the notes to the financial statements to include the following:

    “In accordance with SFAS 142, the Company is required to evaluate goodwill and other intangible
assets not subject to amortization for impairment at least annually. This test is completed at
the beginning of the fourth quarter each year or when circumstances indicate the carrying value
of the goodwill or other intangible assets might be impaired. Goodwill has been assigned to
reporting units for the purpose of impairment testing. The Company has four business segments,
the United States, Australia, Canada and Europe, which also define our reporting units based
upon the similar economic characteristics of operations within each segment, including the
nature of products, product distribution and the type of customer and separate management
within those regions. The Company estimates fair value based on the discounted cash flows of
each reporting unit. The Company uses a two-step process to measure goodwill impairment. If
the fair value of the reporting unit is higher than its carrying value, then goodwill is not
impaired. If the carrying value of the reporting unit is higher than the fair value, then the
second test of goodwill impairment is needed. The second test compares the implied fair value
of the reporting unit’s goodwill with its carrying amount. If the carrying amount of the
reporting unit’s goodwill exceeds the implied fair value, then an impairment loss is recognized
in the amount of the excess. If the carrying value of an individual indefinite-life intangible
asset exceeds its fair value, such individual indefinite-life intangible asset is written down
by the amount of the excess. The Company completed its annual impairment test of goodwill on
the first day of the fourth quarter of fiscal 2006, fiscal 2007 and fiscal 2008 and concluded
that none of its goodwill was impaired. Note 7 provides additional information concerning the
changes in goodwill for the consolidated financial statements presented.”

    In addition, in future filings, the Company will expand its discussion of goodwill and other
intangible assets in the “Critical Accounting Policies” section of MD&A to include the
information above, as well as the following:

    “The discounted cash flow method used to determine the fair value of reporting units requires
management to make significant judgments based on the Company’s projected sales and gross
margin, annual business plans, future business strategies and economic factors. Discount rates
used in the analysis reflect the Company’s weighted average cost of capital, current market
rates and the risks associated with the projected cash flows. The impairment testing process
is subject to inherent uncertainties and subjectivity, particularly related to sales and gross
margin which can be impacted by various factors including the items listed in Item 1A. Risk
Factors. While the fair value is determined based on the best available information at the
time of assessment, any changes in business or economic conditions could materially increase or
decrease the fair value of the reporting unit’s net assets and, accordingly, could materially
increase or decrease any related impairment charge. Based on currently available information
and forecasts of the Company’s annual results, we do not anticipate recording any

3

    impairment of goodwill or other intangible assets in any of the Company’s reporting units for
the fiscal year ended January 30, 2010.”

    6.

    In the preliminary purchase price allocation of Micromania, we engaged Ernst & Young LLP’s
Transaction Advisory Services Practice (“TAS”). Within the TAS practice at Ernst & Young is
the Valuation and Business Modeling sub-specialty practice, which is the group that assisted
GameStop with the identification and estimation of the fair value of the tangible and
intangible assets acquired from Micromania. As part of the identification process, we
carefully considered the definition of an identifiable intangible asset in paragraph 39 and
Appendix A of SFAS 141. Based on our experience in the industry and Ernst & Young’s
professional opinion, only the trade names and lease-related intangible assets met the
legal/contractual or separable recognition criteria outlined in SFAS 141. Other intangible
assets that were considered for valuation, but were ultimately determined not to meet the
recognition criteria, included Micromania’s franchise contracts and non-contractual customer
relationships, including Micromania’s customer loyalty program. Micromania has 13 ongoing
franchise contracts related to 13 stores operated under the “Dock Games” name. Since these
contracts represent less than 0.7% of Micromania’s total sales, and since Micromania
management plans to progressively terminate these contracts by 2012, this asset class has been
considered not material and was not valued. Micromania has no contractual relationship with
its customers. The customer base is large and is subject to a high degree of turnover and has
multiple retailers available to purchase the same product that Micromania sells. Micromania
does have a customer loyalty program offering its customers a free loyalty card that entitles
the customer to certain discounts. This program was put in place to support the further
development of the Micromania trade name, and is not considered separable from the trade name.
In addition, the Company considered whether the customer relationships were marketable to
another market participant and determined that standing alone, they would not be.
Consequently, management concluded that in accordance with the provisions of SFAS 141, the
customer relationships are not separable, nor do they meet the legal/contractual recognition
requirement.

    The two intangible assets that were valued separate and apart from goodwill were the Micromania
trade names and the lease-related intangible assets. The trade names “Micromania” and “Dock
Games,” comprising the two store formats, were identified as intangible assets and were valued
separately using the same valuation methodology. Specifically, Ernst & Young used the
Relief-from-Royalty Method, a form of the Income Approach, to estimate the fair value of the
trade names based on projected sales and cash flow. The royalty rate utilized for these trade
names was based on several factors, including Ernst & Young’s external research of third party
royalty rates in both the retail segment and among video game retailers specifically and the
historical and projected operating margins for each entity. The estimation of fair value was
determined based on the product of the projected sales of both Micromania and

4

    Dock Games and their respective royalty rates, tax affected and discounted to the present using
a discount rate based on Micromania’s weighted average cost of capital.

    The fair values of the lease-related intangibles were calculated by Ernst & Young using both
elements of the Income and Market Approaches. The Rent Differential Method, a form of the
Income Approach, was used to determine the fair value of the favorable/unfavorable rental
components. The entrance fee or key money was valued based on currently available market data
using multiple factors, which is a form of the Market Approach. Together, these two components
constitute the total lease-related intangible assets, as calculated on a store-by-store basis.
Ernst & Young conducted a detailed market analysis based on extensive market research for each
leasehold right in order to determine the fair value of the rent differential and entrance
fees. This was accomplished by utilizing Ernst & Young’s French valuation professionals that
have both experience and knowledge of the French real estate market. The rent differential was
calculated using an Income Approach, which was based on taking the difference in the
contractual rent and the market rent over the remaining lease term, with an assumption of lease
renewal in certain instances. These differences were discounted to the present using a
discount rate representative of the yield expected on similar real estate investments in
France. The entrance fee was calculated based on available information and market research
regarding the current consideration being paid for similar locations. The present value of the
rent differential is added to the estimated entrance fee to determine the total fair value of
the lease-related intangibles or leasehold rights and interests for each location.

    In future filings, we will disclose the factors that contributed to a purchase price that
resulted in the recognition of a significant amount of goodwill in both MD&A and the notes to
the financial statements. Our proposed disclosure is as follows:

    “The acquisition of Micromania is an important part of the Company’s European and overall
growth strategy and gives the Company an immediate entrance into the second largest video game
market in Europe. The amount the Company paid in excess of the fair value of the net assets
acquired was primarily for (i) the expected future cash flows derived from the existing
business and its infrastructure, (ii) the geographical benefits from adding stores in a new
large growing market without cannibalizing existing sales, (iii) expanding the Company’s
expertise in the European video game market as a whole, and (iv) increasing the Company’s
impact on the European market, including increasing its purchasing power.”

    7.

    Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1,
2009, and to add more clarity as requested, GameStop revised its disclosure in the debt
footnote to state that “as of August 2, 2008 and August 1, 2009, the only long-term debt
outstanding was related to the Notes.” The Notes are defined as the offering of the
$650,000,000 aggregate principal amount of Senior Notes due 2012. In the debt footnote of the
Company’s Annual Report on Form 10-K, we stated that the

5

    remaining $550,000,000 of senior notes, gross of the unamortized original issue discount of
$4,288,000, matures in the fiscal year ending January 2013 in order to comply with paragraph 10
of SFAS 47. We did not provide this information in a chart, since this is the only long-term
debt outstanding. Prospectively, in the event that we issue additional debt, we will provide a
table summarizing the composition of amounts included in the balance sheet caption long-term
debt.

    8.

    Beginning with the Quarterly Report on Form 10-Q for the period ended August 1, 2009, the
Company revised its disclosure to confirm that management expects that the ultimate resolution
of currently known contingencies will not have a material adverse effect on the Company’s
financial condition, results of operations or liquidity. We will continue to disclose this
assessment in future filings.

    9.

    In the Company’s Annual Report on Form 10-K for the period ended January 31, 2009, the
Company disclosed an amount in the income tax footnote for “Charge in lieu of income taxes
relating to the tax effect of stock-based awards tax deduction.” This amount represen

Mail Stop 3561
 September 4, 2009
Daniel A. DeMatteo  Chief Executive Officer  GameStop Corp. 625 Westport Parkway Grapevine, Texas  76051

Re:  GameStop Corp.
Form 10-K for the Fiscal Year Ended January 31, 2009
Filed April 1, 2009 Definitive Proxy Statement on Schedule 14A
                        Filed May 22, 2009
Form 10-Q for the Fiscal  Quarter Ended May 2, 2009
Filed June 11, 2009 File No. 001-32637
 Dear Mr. DeMatteo:
 We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
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 purpos e of our review 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.

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 2  Form 10-K for the Fiscal Year Ended January 31, 2009

Item 5.  Market for Registrant’s Common Equi ty, Related Stockholder Matters and …, page 22

Securities Authorized for Issuance unde r Equity Compensation Plans, page 23
1. Please confirm that you will include the information required by Item 201(d) of
Regulation S-K under Item 12 (as opposed to Item 5) of Form 10-K.  Refer to Response
106.01 of our Regulation S-K Compliance and Disc losure Interpretations located at our
website, www.sec.gov.
 Item 9A. Controls and Procedures, page 46

2. We note your statement that a “control system, no matter how well designed and
operated, can provide only reasonable, not ab solute, assurance that it will detect or
uncover failures....”  Please revise your disclosu re to indicate, if tr ue, that your principal
executive officer and principal financial offi cer concluded that your disclosure controls
and procedures are designed to provide reason able assurance of achie ving their objectives
and that your principal executive officer and principal financial officer concluded that
your disclosure controls and procedures are effective at the reasonable assurance level
you discuss.  In the alternative, please remove  the reference to the level of assurance of
your disclosure controls and procedures.  See Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disc losure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm
>.
 Financial Statements, page F-1

 Consolidated Balance Sheets, page F-5

 3. We note from your disclosures in Note 2 that  you have owned a controlling interest in
GameStop Group Limited since 2003.  Please explain to us why you do not present
minority interest on the face of your balance shee ts or statements of operations to reflect
the minority interest holders in this consolidated subsidiary.  Also explain to us how your
presentation of this consolidated subsidiary in your subsequent Form 10-Q for the fiscal
quarter ended May 2, 2009 complies with the guidance in SFAS 160.

Consolidated Statements of Cash Flows, page F-8

4. Unless items presented qualif y for net reporting under pa ragraphs 11-13 of SFAS 95,
please revise to present only gross amounts of cash receipts or payments in the financing section of your statement of cash flows.

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 3  Note 1. Summary of Significant Accounting Policies, page F-9

 Goodwill, page F-10

 5. Please provide a more comprehensive account ing policy for measuring impairment.
Please specifically disclose how you measure impairment of goodwill and other intangible assets, includi ng such information as your methodology for calculating fair
value and, in the case of goodwill impairment, explaining how you determined your reporting units.  Please also expand your Cr itical Accounting Polic ies related to goodwill
and other intangible assets, currently seen on page 28 of your filing.  As noted in Section
V of our Release No. 33-8350, your Critical Ac counting Policies should supplement, not
duplicate, the description of accounting policies that are already disclo sed in the notes to
the financial statements.  While accounting policy notes in the fi nancial statements
generally describe the method used to apply an accounting principle, the discussion in
your Critical Accounting Policies should pr esent your analysis of  the uncertainties
involved in applying a principle at a given time or the variab ility that is reasonably likely
to result from its applicati on over time.  Given the current economic environment, we
believe it is important to your investor s that you provide a robust discussion of
uncertainties and reasonably likely variability related to impairment.
 Note 2. Acquisitions, page F-16

 6. We note that you allocated 71% of the purchas e price of Micromania to goodwill.  We
also note that you acquired net tangible liabilities in this acquisition, and therefore we assume that the reason you acquired Micr omania was to acquire its intangible
 assets.
Please tell us in detail what consideration you gave to the guidance in paragraph 39 and
Appendix A of SFAS 141, which require you to determine the existence of all
identifiable assets as defined th erein and to assign value to such  identifiable assets in your
allocation of the purchase price.  In your response, please specifi cally address whether
you acquired any customer lists or contracts, non-contractual custom er relationships, or
any other items other than trademarks and lease related intangibles that should be separately recorded.  In addition, tell us how you determined the values assigned to the
acquired tradename and leasehold rights and intere sts.  If you continue to believe that the
majority of the purchase pri ce for this acquisition should be allocated to the acquired
goodwill, tell us and provide detailed disclosures in Management’s Discussion and Analysis and in the notes to the financial statements of th e reasons you were willing to
pay such a large premium for this busine ss and what the acquired goodwill represents.
Refer to paragraph 51(b) of SFAS 141.
 Note 8. Debt, page F-21

 7. In order to provide clearer disclosure for investors, please provide a table summarizing
the composition of amounts included in the ba lance sheet caption long-term debt at each
balance sheet date.  We note your narrative di sclosure but believe it may be confusing to

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 4
your investors to determine this informati on from the current na rrative, so we are
requesting that the disclosure be summarized  in tabular form.  Please also provide a
schedule of maturities for the next five y ears as required by paragraph 10 of SFAS 47.
 Note 11. Commitments and Contingencies, page F-25

 8. Please revise management’s assessment of the whether your legal proceedings, individually or in the aggregate, will have  a material adverse effect on the Company’s
financial condition or results of operations to also addre ss whether management expects
the resolution of these conti ngencies to have a material a dverse effect on your liquidity.
Refer to SFAS 5.
 Note 12. Income Taxes, page F-26

 9. Please explain the nature of the amount pr esented in your income  tax provision captioned
“Charge in lieu of income taxes relating to the tax effect of stock-based awards tax deduction”.  Also tell us why this amount ha s been presented separately within the tax
provision.
 Definitive Proxy Statement on Schedule 14A

Election of Directors, page 2

Information Concerning the Dire ctors and Nominees, page 2
10. Please revise your disclosure to  describe the business experien ce of each director for the
past five years, or clarify your disclosure by adding dates or the dur ation of employment.
Refer to Item 401(e) of Regulation S-K.

Executive Compensation, page 10

Grants of Plan-Based Awards in Last Fiscal Year, page 12
11. Please revise the “Threshold” column unde r “Estimated Future Payouts Under Non-
Equity Incentive Plan Awards” to include the dollar amount associated  with the threshold
payout that is derived from the information in the table at the bottom of page 21 or tell us
why it is not appropriate to do so.    If  you do not compensate officers for achieving
results at the threshold level, please state this.

Compensation Discussion and Analysis, page 18
12. Please ensure that your compensation discus sion and analysis precedes the executive
compensation tables. Compensation discussion and analysis is intended to put into

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 5
perspective for investors the numbers and narrativ e that follow it.  Please refer to the first
paragraph in Section II.B.1 of Securities Act Release 8732A.
 Key Elements of Compensation, page 19

 Stock Options and Rest ricted Stock, page 23

13. In the penultimate paragraph on page 18 under the heading “Compensation Discussion and Analysis—General” you disclose that “[ l]ong-term performance is rewarded through
stock options or restricted stock awards a nd is measured in the performance of the
Company’s stock price, which is  tied to earnings, growth and other factors.”  In the first
paragraph under the heading “Role of Comp ensation Committee in Grants” on page 23
you disclose that “[i]n determ ining annual stock option or re stricted stock grants to
executive officers, the Compensation Comm ittee, along with executive management,
bases its decision on the indivi dual’s performance and poten tial to improve stockholder
value.”  Please describe in more detail the factors considered by the Executive Chairman,
the Chief Executive Officer and the Compensa tion Committee in determining the number
of shares of restricted stock to gran t to your named executive officers.
 Certain Relationships and Re lated Transactions, page 27

14. Please provide the disclosu re required by Item 404(b) of Regulation S-K.
 Form 10-Q for Fiscal Quarter Ended May 2, 2009

 Managements’ Discussion and Analysis, page 23

 Liquidity and Capital Resources, page 28

 15. Please provide a discussion and analysis of the impact of the current economic downturn
on your liquidity, as we believe this informa tion is important to your investors given the
current economic environment.  The types of items we would expect you to include in
this discussion and analysis include any decreases in inventor y turnover, including
clarifying whether such decreases resulted fr om slowing sales, and the impact of the
tightening credit markets.  Refer to Item 303 of Regulation S-K.

* * * * *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to pr ovide us with marked copies of your disclosure
to expedite our review.  Please furnish a lette r that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

Daniel A. DeMatteo
GameStop Corp. September 4, 2009 Page 6
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in these 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 disclosure in the
filings;
 ‚ 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
 ‚ 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 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 Sondra Snyder, Staff Accountant, at (202)  551-3332 or Jennifer
Thompson, Branch Chief, at (202) 551-3737 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Catherine Brown, Staff Attorney, at
(202) 551-3513 or me at (202) 551-3720 w ith any other questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

March 27, 2008

 Mr. David W. Carlson  Executive Vice President and Chief Financial Officer  GameStop Corp.  625 Westport Parkway Grapevine, Texas 76051
Re: GameStop Corp.
Form 10-K for the Fiscal Year Ended February 3, 2007
Filed April 4, 2007 File No. 1-32637

Dear Mr. Carlson:   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 ,              J a m e s  A l l e g r e t t o           S e n i o r  A s s i s t a n t  C h i e f            Accountant

cc: Mr. Robert A. Llyod
 Senior Vice President and Chief Accounting Officer  Via Fax: (817) 424-2820

CORRESP
1
filename1.htm

corresp

VIA EDGAR AND BY OVERNIGHT

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

March 26, 2008

    Attention:

    Mr. James Allegretto

    Re:

    GameStop Corp. (the “Company” or “GameStop”)

    Form 10-K for the Fiscal Year Ended February 3, 2007

    Filed April 4, 2007

    File No. 1-32637

Dear Mr. Allegretto:

     We are writing in response to the comments of the Staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in your letter
dated January 8, 2008. Attached you will find three tables which present the information requested
in your letter and which present the valuation of the acquired inventory in accordance with SFAS
141 paragraph 37(c)(1). The first two tables summarize the detailed information in Table III.
Table III presents an analysis of selling/disposal costs for the three fiscal years prior to the
acquisition and for the acquired inventory. Please note that we have reviewed that attached
information with Yong Kim of the Commission.

     If you have any questions or comments regarding the foregoing, please do not hesitate to
contact me at 817-424-2130.

    Very truly yours,

    /s/ Robert A. Lloyd

    Robert A. Lloyd

    Senior Vice President and
Chief Accounting Officer

625 Westport Parkway ♦ Grapevine, TX 76051 ♦ 817-424-2000 ♦ 817-424-2820

GameStop Corp.

Table I: Summary of Valuation of Acquired Inventory

    Inventory at estimated selling prices

    $
    458,189,000

    Less: disposal costs

    111,682,000

    Less: reasonable profit allowance for selling effort

    33,906,000

    Reasonable profit allowance as a percentage of selling costs

    30.4
    %

    Fair value of acquired inventory

    312,601,000

    Recorded value of acquired inventory

    311,496,000

    Difference

    1,105,000

Note: The difference noted above is considered immaterial to the financial results of GameStop for
the fiscal year which included the acquisition. See Table III for more details

GameStop Corp.

Table II: Summary of Disposal Costs

    Freight costs

    8,476,000

    Refurbishment costs

    1,145,000

    Credit card processing fees

    3,093,000

    Other costs of sale

    779,000

    Store payroll

    37,113,000

    Store occupancy costs

    25,200,000

    Store variable expenses

    12,371,000

    Other store expenses

    1,833,000

    Store depreciation

    6,644,000

    Store management and administration costs

    7,239,000

    Purchasing and distribution costs

    3,207,000

    Marketing expenses

    4,582,000

    111,682,000

GameStop Corp.

Table III: Analysis of Selling / Disposal Costs and Reasonable Profit Allowance for the Selling Effort

    Direct or

    Fiscal 2002

    Fiscal 2003

    Fiscal 2004

    Acquired Inventory

    Indirect

    $

    % of Sales

    $

    % of Sales

    $

    % of Sales

    $

    % of Sales

    (in thousands)

    Retail Sales of Video Game Products
(Estimated selling price in
the case of Acquired Inventory)

    1,337,865

    1,554,861

    1,807,361

    458,189

    Cost of Inventory Sold / Cost of
Acquired Inventory

    963,821

    72.0
    %

    1,086,479

    69.9
    %

    1,257,704

    69.6
    %

    Gross Profit

    374,044

    28.0
    %

    468,382

    30.1
    %

    549,657

    30.4
    %

    Selling / Disposal Costs included in
Cost of Sales:

    Freight

    Direct

    25,221

    1.9
    %

    28,201

    1.8
    %

    33,854

    1.9
    %

    8,476

    1.8
    %

    Refurbishment costs

    Direct

    2,654

    0.2
    %

    3,629

    0.2
    %

    4,896

    0.3
    %

    1,145

    0.2
    %

    Credit card and check processing
fees

    Direct

    10,705

    0.8
    %

    10,704

    0.7
    %

    11,974

    0.7
    %

    3,093

    0.7
    %

    E-commerce distribution,
processing and selling costs

    Direct

    887

    0.1
    %

    2,564

    0.2
    %

    3,122

    0.2
    %

    779

    0.2
    %

    Total selling / disposal
costs included in Cost of
Sales

    39,467

    2.9
    %

    45,098

    2.9
    %

    53,846

    3.0
    %

    13,493

    2.9
    %

    Selling / Disposal costs included in
Selling General and Administrative
costs:

    Store payroll

    Direct

    100,242

    7.5
    %

    122,992

    7.9
    %

    147,779

    8.2
    %

    37,113

    8.1
    %

    Store occupancy

    Direct

    73,182

    5.5
    %

    82,523

    5.3
    %

    101,245

    5.6
    %

    25,200

    5.5
    %

    Store variable expenses

    Direct

    35,266

    2.6
    %

    39,876

    2.6
    %

    51,039

    2.8
    %

    12,371

    2.7
    %

    Other store expenses

    Direct

    5,196

    0.4
    %

    6,410

    0.4
    %

    7,432

    0.4
    %

    1,833

    0.4
    %

    Store depreciation

    Indirect

    17,243

    1.3
    %

    20,763

    1.3
    %

    26,842

    1.5
    %

    6,644

    1.5
    %

    Store management and
administration costs

    Indirect

    18,753

    1.4
    %

    23,794

    1.5
    %

    29,448

    1.6
    %

    7,239

    1.6
    %

    Purchasing and distribution costs

    Indirect

    12,057

    0.9
    %

    11,727

    0.8
    %

    11,659

    0.6
    %

    3,207

    0.7
    %

    Marketing expenses

    Direct

    11,714

    0.9
    %

    16,971

    1.1
    %

    17,168

    0.9
    %

    4,582

    1.0
    %

    Total selling / disposal
costs included in SG&A

    273,653

    20.5
    %

    325,056

    20.9
    %

    392,612

    21.7
    %

    98,189

    21.4
    %

    Total selling / disposal costs

    313,120

    23.4
    %

    370,154

    23.8
    %

    446,458

    24.7
    %

    111,682

    24.4
    %

    Reasonable profit allowance for selling
effort = Selling costs x gross profit
rate

    87,543

    6.5
    %

    111,504

    7.2
    %

    135,777

    7.5
    %

    33,906

    7.4
    %

    Inventory Value per FAS 141

    312,601

    Recorded value of acquired inventory

    311,496

    Difference

    1,105

    Percentage of pre-tax profit for fiscal
2005 ($159,922)

    0.7
    %

Notes:

Estimates of selling / disposal costs associated with the acquired inventory were based on
historical experience of selling costs as a percentage of sales, with greater emphasis on selling
costs incurred in fiscal 2003 and fiscal 2004, when the Company’s operations were of a scale closer
to that in fiscal 2005 (when the acquisition took place). Each line item above was based on the
fiscal 2003 and fiscal 2004 percentage of sales for that line item. The compiled total
selling/disposal costs as a percentage of sales was then reviewed for reasonableness compared to
the totals for fiscal 2003 and fiscal 2004. The sales amounts for fiscal 2002, 2003 and 2004
included retail sales of video game products only, as these sales were most comparable to the
products contained in the acquired inventory. Excluded from sales were revenues derived from
magazine subscriptions and retail locations that did not sell video game products.

The
Difference in the recorded value of the inventory and the value calculated above per SFAS 141 of
$1,105,000 is considered immaterial to GameStop’s income for the fiscal year ended January 28,
2006.

Disposal Costs:

The following selling / disposal costs are included in Cost of Sales:

Freight consists primarily of freight to distribute products from the distribution centers to the retail stores. Freight is considered a direct selling cost.

Refurbishment costs consist of the cost of refurbishing used and defective products prior to re-sale. Many defective products can be fixed and re-sold. Refurbishment costs are considered direct selling costs.

Credit card and check processing fees consist primarily of the costs to third parties to process transactions paid for by credit card or check. These are considered direct selling costs.

E-commerce distribution, processing and selling costs consist of handling charges and fees paid to third parties directly related to sales of products on-line. These are considered direct selling costs.

The following selling / disposal costs are included in Selling, General and Administrative Expenses:

Store payroll costs consist of the salaries and wages paid to store managers, assistant managers and hourly sales associates. These are considered direct selling costs.

Store occupancy costs consist of rent and landlord charges. These are considered direct selling costs.

Store variable expenses consist of items which are directly related to sales and operating the stores in support of sales, such as payroll taxes, supplies and utilities. These are considered direct selling costs.

Other store expenses consist of items such as security, insurance, all of which are considered direct selling costs.

Store depreciation consists of the depreciation of assets in use in each store. This is considered an indirect selling cost.

Store management and administration costs include the costs of non-store based personnel responsible for managing and supporting the operations of the stores. These costs include expenses such as compensation,
travel and supplies and are considered indirect selling costs.

Purchasing and distribution costs include the costs of operating purchasing departments and distribution centers. These are considered indirect selling costs.

Marketing expenses include the costs of advertising, in-store marketing programs and related advertising and marketing administration. These are considered direct selling expenses.

Any indirect costs included in selling / disposal costs were included after consideration of, and reliance upon, Statement of Financial Accounting Concepts #6, paragraph 147, which states that many expenses are
not related directly to particular revenues but can be related to a period on the basis of transactions or events occurring in that period or by allocation.

Items included in Cost of Sales or Selling, General and Administrative Expenses which are excluded from selling / disposal costs:

The following items included in Cost of Sales are excluded from estimates of selling or disposal costs:

Cost of merchandise sold, which consists of net cost paid to suppliers

Shrinkage, which is considered in deriving the estimated selling price for acquired inventory

Provisions for obsolescence, which is considered in deriving the estimated selling price for acquired inventory

Provisions or credits for defective products, which is considered in deriving the estimated selling price for acquired inventory

Magazine production costs, which are related to the production of Game Informer magazine, which is unrelated to retail inventory

The following items included in Selling, General and Administrative Expenses are excluded from estimates of selling or disposal costs:

General corporate and management overhead, which is not considered a selling cost.

The costs associated with opening and closing stores, which are not considered selling costs.

Discussion of Reasonable Profit Allowance for the Selling Effort:

The reasonable profit allowance percentage that we applied to the estimated selling / disposal costs associated with the acquired inventory was based on our historical gross profit percentages. While information
on our gross profit is presented above for the three fiscal years preceding the acquisition, we based the reasonable profit percentage for the selling effort used in valuing the acquired inventory on the gross
profit achieved in fiscal 2003 and fiscal 2004 because these periods reflected a scale of operations more comparable to the acquired operations and inventory.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3561
January 8, 2008
  Mr. David W. Carlson  Executive Vice President and Chief Financial Officer  GameStop Corp.  625 Westport Parkway Grapevine, Texas 76051
Re: GameStop Corp.
Form 10-K for the Fiscal Year Ended February 3, 2007
Filed April 4, 2007 File No. 1-32637

Dear Mr. Carlson:
We have reviewed the response in your letter filed on November 30, 2007 and
have the following additional comment.  We welcome any questions you may have about our comment 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 the Fiscal Year Ended February 3, 2007

 Schedule II – Valuation and Qualifying Accounts, page 48

1. We reviewed your response to prior comment 1 in our letter dated November 2, 2007.  It appears that you have assigned a value to acquired merchandise inventories representing estimated selling prices less a reasonable profit allowance.  It is unclear to us why your valuation methodology complies with the guidance in paragraph 37(c)(1) of SFAS 141, which states that merchandise inventories should be valued at estimated selling prices less the sum of (a) cost of disposal and (b) a reasonable profit allowance for the selling effort
 of the
acquiring entity.  Please explain to us in detail why you believe your estimate represents fair value based on the guidance in paragraph 37(c)(1) of SFAS 141.

Mr. David W. Carlson
GameStop Corp.
January 8, 2008 Page 2

To facilitate our understanding please provide us with the following additional information:

• A detailed analysis of your estimated costs of disposal for the acquired merchandise inventories compared to your selling/disposal costs for the three fiscal years prior to the acquisition.  The analysis should set forth the nature of the cost elements and their amounts for both estimated and historical selling/disposal costs segregated between costs historically classified in cost of sales and costs historically classified in selling, general and administrative expenses.  Also segregate those costs you consider direct and indirect selling/disposal costs and, if applicable, tell us why you believe it is appropriate to include indirect selling/disposal costs in your estimate.  In addition, describe the nature of costs included in historical costs of sales (such as the cost of products acquired) and selling, general and administrative expenses that are excluded from your estimate of selling/disposal costs;

• Provide us with an explanation of the reasons for any significant difference in estimated selling/disposal costs as a percentage of the estimated sales value of acquired merchandise inventories as compared to actual selling/disposal costs as a percentage of sales for each of the past three years;

• Tell us how you determined the profit allowance percentage you applied to the estimated sales value of acquired merchandise inventories to derive fair value and why you believe that the profit allowance is a reasonable profit allowance for your selling effort; and

• To the extent applicable, provide a revised calculation of the fair value of acquired merchandise inventories that complies with the allocation guidance in paragraph 37(c)(1) of SFAS 141.  If there is a material difference between the revised computation and your initial valuation explain to us how you intend to account for the difference and the basis in GAAP for your accounting treatment.

*      *      *      *      *

Mr. David W. Carlson
GameStop Corp.  January 8, 2008 Page 3

As appropriate, please respond to this comment within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.

  You may contact Yong Kim at (202) 551-3323 if you have any questions
regarding these comments.  In her absence, you may direct your questions to Andrew Blume at (202) 551-3254.  Please contact me at (202) 551-3849 with any other questions.

        S i n c e r e l y ,             J a m e s  A l l e g r e t t o          Senior Assistant Chief Accountant

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VIA EDGAR AND BY OVERNIGHT

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

November 29, 2007

    Attention:

    Mr. William Choi

    Re:

    GameStop Corp. (the “Company” or “GameStop”)

    Form 10-K for the Fiscal Year Ended February 3, 2007

    Filed April 4, 2007

    File No. 1-32637

Dear Mr. Choi:

     We are writing in response to the comments of the Staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in your letter
dated November 2, 2007. The “bullet points” below correspond to those stated in your comment
letter.

    •

    Table I attached summarizes the estimated selling price of the inventories acquired
from Electronics Boutique, the costs of disposal and the reasonable profit allowance for
our selling efforts.

    The revalued inventory balance was less than Electronics Boutique’s book value because
GameStop’s estimates of the realizable selling price of the inventory were less than
Electronics Boutique’s and because of additional estimated obsolescence and disposal costs
associated with certain inventory.

    Electronics Boutique’s inventory included items, primarily used video game products and
older video game products, with listed retail sales prices greater than GameStop believed
to be realistic. The retail sales prices on newer video game products tended to be
comparable between GameStop and Electronics Boutique, as competition among video game
retailers generally results in recently released products being priced similarly. Older
products and used video game products are
not subject to the same level of competition as recently released products. GameStop’s
estimates of selling prices for these products were based on historical

1

    experience with
substantially similar (in many cases identical) inventory. GameStop performed an item by
item comparison of Electronics Boutique’s inventory to GameStop’s inventory comparing
retail sales prices and average costs. GameStop analyzed all video game hardware products,
video game software products, used video game products and accessories and other items
using the UPC code and any other identifying data. In those cases in which GameStop had
historical sales data to support its retail sales prices, adjustments were made to reduce
the Electronics Boutique inventory to GameStop’s selling prices. GameStop had sales data
for substantially all of the video game hardware, software, accessories and used products
it obtained from Electronics Boutique. Additionally, Electronics Boutique carried
inventory items which GameStop did not carry as they did not fit in GameStop’s product
selection. Adjustments were made to reduce these items to a selling price which would
clear them out yielding a margin that was in line with margins realized by GameStop on
similar items. The total of these adjustments was $12,902,000, as indicated in Table I.

    Electronics Boutique carried an obsolescence reserve for write-downs or write-offs of
slow-moving or obsolete inventory. This reserve was established using formulas based on
inventory quantities on hand, rates of sell through and anticipated funding from vendors.
GameStop reviewed this methodology and determined that, in addition to the reserve already
established by Electronics Boutique, there were two software products which Electronics
Boutique carried that GameStop determined to be slow moving or obsolete based on GameStop’s
experience with the same products. Electronics Boutique carried substantially more of
these products than GameStop and GameStop management did not believe that the products
would sell at the price at which Electronics Boutique carried them. An adjustment totaling
$2,528,000 was made to reduce Electronics Boutique’s selling prices on these items to the
estimated selling prices at which GameStop believed these products would sell, while still
yielding a reasonable profit margin. This adjustment increased the obsolescence reserve
from $5,851,000 to $8,379,000, as indicated in Table I. The resulting obsolescence reserve
is distinct from the $12.9 million adjustment to selling prices described above, as the
$12.9 million resulted primarily from a direct comparison of the retail prices of the
inventory items on hand, with little judgment as to whether the items were slow moving or
obsolete. The obsolescence reserve did consider whether goods were slow moving or
obsolete.

    Based on GameStop’s experience with substantially similar inventory products, management
did not believe that Electronics Boutique’s reserve for actual defective products in
inventory and the related disposal costs, or write-offs, was adequate. GameStop’s
management developed estimates using GameStop’s years of experience in refurbishing similar
inventory and selling it as used and historical information regarding defective rates,
repair rates and subsequent estimated selling prices. As can be seen in Table I, as of the
acquisition date, Electronics Boutique actually had a reserve for defective products which increased the overall inventory

2

    balance. This resulted from the method used by Electronics Boutique to monitor defective
products and establish a related reserve. GameStop did not use this method and did not
find it acceptable for continued use. An adjustment was made to increase the reserve for
defective products by $4,808,000, resulting in a reserve amount of $4,630,000, as shown in
Table I. Actual uses of the defective reserve for product dispositions subsequent to the
acquisition date were known based upon the costs of the individual products which were
disposed. This defective reserve was not contemplated or duplicated in the other reserves
discussed herein.

    The reserve for shrink is designed to recognize the estimated cost associated with ongoing
theft of product, which will not actually be known until the next physical inventory count.
A shrink reserve is appropriate for retail companies to include in the valuation of
inventory as it represents an estimate of product no longer in the company’s control. This
shrink reserve was not contemplated or duplicated in the other reserves discussed herein.

    The provision for EITF 02-16 is also an appropriate reserve for a retail company in that
the reduction of inventory cost for the excess of vendor allowances in excess of
advertising costs, as required by EITF 02-16, would be overly burdensome, if not
impossible, to affect on an item-by item basis. This provision for EITF 02-16 was also not
contemplated or duplicated in the other reserves discussed herein.

    GameStop did not believe that there were any additional disposal costs associated with the
acquired inventory.

    •

    GameStop’s management determined that the amount of profit the Company expected to earn
for the selling effort was reasonable based upon the experience GameStop had in selling
the same products as Electronics Boutique in the same retail channels. In GameStop’s
management’s opinion, a reasonable profit to be earned from the selling effort for the
Electronics Boutique inventory could be determined by applying the same profit that
GameStop had applied to its inventory. The profit allowance for the selling effort on the
acquired inventory was determined to be 32%, as shown in Table I, based upon the
compilation of the profit allowance on each item in the acquired inventory. The
item-by-item comparison described above included a comparison of retail prices and average
costs, from which management was able to determine a reasonable profit allowance by item.

    GameStop’s management’s opinion that a reasonable profit could be determined by applying
the same profit that GameStop had applied to its inventory included consideration that the
selling effort to be put forth by GameStop to sell the acquired inventory in the
Electronics Boutique stores was the same as would be required to sell GameStop’s existing
inventory in GameStop’s existing stores. In addition,

3

    management considered GameStop would operate the Electronics Boutique stores in
substantially the same way as the GameStop stores and continue to distribute and sell the
inventory in the same way following the acquisition.

    •

    The amounts included in the $36,287,000 in allowances against the Electronics Boutique
inventory were used subsequent to the October 9, 2005 acquisition date as detailed in
Table II attached to this letter. All of these allowances were written off against
inventory. Descriptions of the use of these allowances are as follows:

    Adjustments to Retail to Reflect GameStop Estimated Selling Prices: Certain of the
adjustments to Electronics Boutiques retail prices and average costs were made as soon as
possible after completing the acquisition. The remaining adjustments were made on an
item-by-item basis upon integration of the Electronics Boutique inventory management system
into the GameStop inventory management system, which took place between February 2006 and
May 2006.

    Obsolescence Reserve: The entire reserve for obsolescence was charged for write-downs of
inventory within 12 months from the acquisition date as markdowns were taken on an
item-by-item basis.

    Defective Products Reserve: The entire reserve for defective products was utilized to
reduce the value of inventory within the first few months after the acquisition date on an
item-by-item basis as defective products were written off or disposed of.

    Shrink Reserve: This reserve was used between the acquisition date and April 2006 as the
Electronics Boutique inventory was subjected to physical inventory counts and missing items
were written off.

    EITF 02-16 Provision: The provision for EITF 02-16 reflected in Table I was relieved as a
reduction in cost of sales as the related inventory was sold by adjusting the provision at
the end of subsequent quarters using a calculation prepared in accordance with EITF 02-16.

     If you have any questions or comments regarding the foregoing, please do not hesitate to
contact me at 817-424-2130.

    Very truly yours,

    /s/ David W. Carlson

    David W. Carlson

    Executive Vice President and

Chief Financial Officer

4

Table I: Summary of Valuation of Acquired Inventory

    Purchase

    Per Electronics

    Accounting

    Boutique

    Adjustments

    Per GameStop

    Inventory at retail

    $
    513,762,000

    Adjustments to retail to reflect GameStop estimated selling prices

    (19,052,000
    )A

    Adjusted inventory at retail

    494,710,000

    Less: reasonable profit allowance

    (159,829,000
    )

    Reasonable profit allowance as a percentage of retail

    32.3
    %

    Inventory at Cost

    $
    347,783,000

    $
    12,902,000
    A,B

    334,881,000

    Less: Other Reserves

    Obsolescence Reserve

    (5,851,000
    )

    $
    2,528,000

    (8,379,000
    )                     B

    Defective Products Reserve

    178,000

    $
    4,808,000

    (4,630,000
    )                     B

    Shrink Reserve

    (1,250,000
    )

    $
    —

    (1,250,000
    )                     B

    EITF 02-16 Provision

    (9,126,000
    )

    $
    —

    (9,126,000
    )                     B

    Merchandise Inventories, net

    $
    331,734,000

    $
    20,238,000

    $
    311,496,000

    A:

    The adjustments to retail prices totaled approximately $19,052,000. The related adjustments to the cost basis of the inventory totaled $12,902,000 (B)

    B:

    Total of all reserves as disclosed on Schedule II of GameStop Form 10-K = $36,287,000

Table II: Summary of Uses of Reserves Against Acquired Inventory

    Write-offs between

    October 9, 2005 and

    October 8, 2006

    Adjustments to retail to reflect GameStop estimated selling prices

    $
    12,902,000

    Obsolescence Reserve

    8,379,000

    Defective Products Reserve

    4,630,000

    Shrink Reserve

    1,250,000

    EITF 02-16 Provision

    9,126,000

    $
    36,287,000

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3561
November 2, 2007
  Mr. David W. Carlson  Executive Vice President and Chief Financial Officer  GameStop Corp.  625 Westport Parkway Grapevine, Texas 76051
Re: GameStop Corp.
Form 10-K for the Fiscal Year Ended February 3, 2007
Filed April 4, 2007 File No. 1-32637

Dear Mr. Carlson:
We have reviewed the responses in your letter filed on October 11, 2007 and have
the following additional comment.  We welcome any questions you may have about our comment 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 the Fiscal Year Ended February 3, 2007

Schedule II – Valuation and Qualifying Accounts, page 48
1. We have reviewed your response to prior comment 7 in our letter dated
September 26, 2007 and have the following additional comments:
• Please provide us with further information regarding your valuation of the
acquired Electronics Boutique inventorie s.  Provide us with a table that
summarizes the estimated selling price of the inventories, the costs of disposal, and the reasonable profit allowance for your selling efforts.  In helping us understand why the revalued inventory balance was less than the acquiree’s book value, please tell us in detail the nature and estimated

Mr. David W. Carlson
GameStop Corp.  November 2, 2007 Page 2

amounts of the items you included in costs of disposal and differentiate the amounts estimated for direct vs. indirect costs;
• Please explain why you believe that the amount of the profit you expected to earn for the selling effort was reasonable; and
• Provide us with a detailed explanation of how and when the amounts included in your allowance are written off and tell us if any amounts were written off against any account other than inventory in any of the fiscal years presented.

*      *      *      *      *

As appropriate, please respond to this comment within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.

  You may contact Yong Kim at (202) 551-3323 if you have any questions
regarding these comments.  In her absence, you may direct your questions to Andrew Blume at (202) 551-3254.  Please contact me at (202) 551-3716 with any other questions.

         S i n c e r e l y ,              William Choi          B r a n c h  C h i e f

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VIA EDGAR AND BY OVERNIGHT

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

October 11, 2007

    Attention:

    Mr. William Choi

    Re:

    GameStop Corp. (the “Company” or “GameStop”)

    Form 10-K for the Fiscal Year Ended February 3, 2007

    Filed April 4, 2007

    File No. 1-32637

Dear Mr. Choi:

          We are writing in response to the comments of the Staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in your letter
dated September 26, 2007. Please note that the numbered paragraphs below correspond to the
paragraph numbers contained in your comment letter.

    1.

    The term “merchandising algorithms,” as it is used in our Form 10-K, refers to the
pricing and allocation of used games throughout our retail chain. As described in Part I,
Item 1 of our Form 10-K, Merchandise – Used Video Game Products, we are one of the only
retailers that sell used video game products and offer customers the opportunity to trade
in used video game products. We are the largest retailer to buy and sell used games and
typically establish both the trade-in and retail sales pricing for used video game
products. This pricing is designed to maximize gross margin and inventory turnover, while
maintaining acceptable levels of on-hand inventory. We use sophisticated information
technology systems developed over the last ten years in order to manage this pricing to
maximize gross margin and to re-allocate our used video game products across our store
base to ensure that we have the products located in the retail stores that have the best
opportunity to sell them. These systems make use of mathematical models which consider
factors such as product type, product age, trade-in and sales prices, trade-in and sales
volumes, inventory on hand and desired margin.

    Prior to the acquisition of Electronics Boutique on October 9, 2005, Electronics Boutique
was also a large retailer of used video game products, using the same

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    trade-in and resale model as GameStop. However, Electronics Boutique was not as sophisticated in its pricing and inventory re-allocation algorithms or systems and did not
place the same level of emphasis on its used video game products business. Electronics
Boutique therefore did not historically achieve the same gross margin levels as GameStop on
used video game products.

    Application of GameStop’s merchandising algorithms to the used video game products in the
acquired Electronics Boutique stores allowed us to improve the management of the trade-in
and retail sales prices, and on-hand inventory levels, by providing a broader store base
for product re-allocation which resulted in less concentration of inventory and lower
re-allocation costs.

    Please note that the impact of these merchandising algorithms on gross margin improvements
was a factor in only the portion of fiscal 2005 after the October 9, 2005 merger (as
compared to fiscal 2004) and in fiscal 2006 (as compared to fiscal 2005). Fiscal 2006 and
periods after fiscal 2006 include operations using the same merchandising algorithms, so
this has not been cited as a factor in explaining variability in gross margins in either of
the Company’s reports on Form 10-Q in fiscal 2007. When we use terms such as merchandising
algorithms in future filings, we will expand our disclosures to make our discussion
transparent to the average reader.

    2.

    Breakage on unused customer liabilities is included in cost of sales in our Statement
of Operations. The unused credits recognized as income are included as an offset to cost
of sales because they consist principally of unused credits issued in exchange for used
video game product trade-ins and are considered by management to be a reduction of the
cost paid for merchandise inventory. GameStop’s treatment of customer liabilities and the
related breakage were discussed in greater detail in our response dated August 26, 2005 to
the Commission’s letter to GameStop dated August 10, 2005.

    Amounts recognized for breakage for the past three fiscal years are as follows:

    Fiscal 2006

    Fiscal 2005

    Fiscal 2004

    $
    8,176,000

    $
    5,865,000

    $
    3,854,000

    As these amounts represent less than 1% of cost of sales and gross profit for the
respective periods, management does not consider these to be material.

    3.

    At the time of option grants in fiscal 2004 and fiscal 2005, the Company had limited
history as a public company with exercisable options outstanding. The Company went public
in February 2002 at a pre-split price of $18.00 per share. Options were issued at that
time and in fiscal years 2003 through 2005 subject to

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    three-year vesting requirements.
The Company’s pre-split stock price ranged from
$7.59 to $24.21 during the period following the IPO up until the March 2005 grant of
options for fiscal 2005. This limited volatility in the stock price relative to the
exercise prices, coupled with the limited vesting period since the Company’s IPO, resulted
in limited exercises of the outstanding options. Given the limited history involved, the
Company applied the guidance in paragraphs 277 and 278 of SFAS 123 and developed an
estimated life at the time of the option grants in fiscal 2004 and fiscal 2005 of six
years. In determining this estimated life, the Company considered the history of its
parent company, Barnes & Noble, Inc., which also used an estimated life of six years.

    Following the April 2005 announcement of the merger between GameStop and Electronics
Boutique, the Company’s pre-split stock price ranged from $21.63 on the date of the
announcement to a high of $43.57 prior to the grant of options for fiscal 2006 in February
2006. This dramatic increase in the stock price, coupled with the continued vesting of
historical grants, led to a significant increase in the exercise of options and provided
considerably more historical information on exercise patterns to be used in developing the
estimated life of three years used for fiscal 2006 option grants. The Company considered
the guidance in paragraph A27 of SFAS 123(R) when analyzing the historical information on
exercise patterns from grants prior to fiscal 2006.

    4.

    There was no consideration given to holders of the Class B common stock for
relinquishing their voting preference upon conversion into Class A common stock.

    5.

    Please note that the 34 – 36% gross profit reflected in our Form 10-K for the “Other”
product category represents the gross profit on that category, not the percentage of
overall gross profit earned by that category. The “Other” product category has declined
from approximately 23% of overall gross profit in fiscal 2004 to approximately 21.4% of
overall gross profit in fiscal 2006. This category has been slowly declining in financial
significance to our overall business.

    As described in Part II, Item 7 of our Form 10-K, the “Other” product category includes PC
entertainment and other software and accessories, magazines and trading cards, none of
which are individually significant to the Company’s business. The product category does
not include customer liability breakage or extended service agreement revenues. Breakage
and extended service agreement revenues have not had a disproportionate impact on our gross
profit.

    6.

    Our future filings will clearly state that that our principal executive and principal
financial officers concluded that our disclosure controls and procedures are effective at
the reasonable assurance level.

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    7.

    The portion of our inventory impairments relating to defective products are charged
to accounts payable because they are funded by our vendors through a reduction in amounts
owed to the vendor, as demonstrated by the following illustrative journal entry:

    Debit

    Credit

    Inventory

    $
    100,000

    Accounts Payable

    $
    100,000

    To record the purchase of $100,000 of inventory.

    Accounts Payable

    $
    1,000

    Defective Inventory Allowance

    $
    1,000

    To record defective allowance
of 1% against preceding inventory purchase.

    In the previous example, the vendor provides the Company with an allowance for defective
inventory of 1% of actual purchases. Therefore, this allowance against inventory is
established without impact to the Company’s operating earnings. The Company does not
adjust its carrying values of inventory on a product-by-product basis for defective
products, but instead uses a reserve against which it charges the disposal of defective
products.

    Given the Company’s disclosure in Schedule II compared to the guidance in paragraph
37(c)(1) of SFAS 141, we understand the basis for the Commission’s inquiry into our
treatment of Electronics Boutique’s inventory reserves. Upon acquisition of Electronics
Boutique, the Company adjusted the inventory recorded on Electronics Boutique’s books to
reflect the estimated disposal costs and a reasonable profit allowance. The reserves
recorded against inventory by Electronics Boutique were not carried over to GameStop.
However, Gamestop did not reduce the average cost of each individual item carried by
Electronics Boutique, but rather established a reserve at the acquisition date to reflect
the net of the selling price less the estimated disposal costs and a reasonable profit
allowance. The following presents the rationale for reflecting a reserve equivalent to the
disposal costs and reasonable profit allowance.

    GameStop and Electronics Boutique carried substantially the same products purchased from
the same vendors at substantially the same costs, and GameStop carried its inventory on an
item-by-item basis at average cost with total inventory reduced by reserves which are not
specific to particular items in all cases. These reserves are common for retailers and
account for issues like shrinkage, defective products and obsolescence. Management carried
the Electronics Boutique inventory after the acquisition the same way, with average costs
on an item-by-item basis in the inventory management system with total inventory reduced by
non-

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    item-specific reserves. This was done so that the Electronics Boutique inventory could
be seamlessly integrated into GameStop’s inventory management systems
with the same average cost applied to each item and with common reserves. The alternative
was to continue to carry GameStop’s inventory as it had been carried previously and to
integrate the Electronics Boutique inventory at a lower average cost per unit (reflecting
the disposal costs and profit allowance). This alternative would have resulted in a
re-averaging of each item and confusion regarding true average costs from vendors and
application of any write-offs for shrinkage, defective products or obsolescence.

    It is important to note that the net effect of the Company’s treatment did not result in a
financial difference from the guidance prescribed by paragraph 37(c)(1) of SFAS 141. The
inventory and cost of sales reflected in the Company’s financial statements were the same
under either method and the use of this method had no impact on the financial statements,
except for the disclosure of the inventory reserves as $36,287,000 acquired in the mergers
in Schedule II. Due to the significance of this activity in fiscal 2005, the Company
provided the footnote to the Schedule to further explain its nature so the reader would
have a better understanding.

Management understands that it is responsible for the adequacy and accuracy of disclosure in the
filing. Management also understands that any comments by the staff of the Commission or any
changes in our disclosure in response to staff comments do not foreclose the Commission from taking
any action with respect to the filing and that 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 comments regarding the foregoing, please do not hesitate to
contact me at 817-424-2130.

    Very truly yours,

    /s/ David W. Carlson

    David W. Carlson

    Executive Vice President and

    Chief Financial Officer

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3561
September 26, 2007
  Mr. David W. Carlson  Executive Vice President and Chief Financial Officer  GameStop Corp.  625 Westport Parkway Grapevine, Texas 76051
Re: GameStop Corp.
Form 10-K for the Fiscal Year Ended February 3, 2007
Filed April 4, 2007 File No. 1-32637

Dear Mr. Carlson:
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 other portions of your document.  Please provide a written response to our comments.  Please be as detailed as necessary 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 review 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.

Mr. David W. Carlson
GameStop Corp.
September 26, 2007 Page 2

Form 10-K for the Fiscal Year Ended February 3, 2007
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 27
 Results of Operations, page 32

 1. We note your use of the term “merchandising algorithms” when describing your changes in gross margins.  Please explain what merchandising algorithms represent and how your application of them to Electronics Boutique’s used video games affects your gross margin.  In future filings, please consider elaborating your discussion when using terms such as merchandising algorithms in order to make you discussion transparent to the average reader.
 Consolidated Financial Statements, page F-1

 Notes to Consolidated Financial Statements, page F-7

 Note 1. Summary of Significant Accounting Policies, page F-7

 Customer Liabilities, page F-9

 2. Please tell us the statement of operations line item(s) in which you classify breakage on unused customer liabilities and the amount of breakage recognized for each period presented.
 Stock Options, page F-11

 3. We note that you used an estimated life of three years in calculating the fair value of stock options issued during fiscal 2006 under the Black-Scholes model.  Please clarify how you determined the fiscal 2006 expected life should be considerably less than the six-year estimated life used in valuing your fiscal 2005 and 2004 stock option issuances.

Stock Conversion and Stock Split, page F-14

4. We note the conversion of your Class B common shares into Class A common shares on a one-for-one basis.  We furt her note that, while outstanding, your Class
A common shareholders were entitled to one vote and your Class B common shareholders were entitled to ten votes.  Please tell us if any consideration was given to the Class B common shareholders for relinquishing their additional voting rights upon the conversion.
 Note 16. Significant Products, page F-30

Mr. David W. Carlson
GameStop Corp.
September 26, 2007 Page 3

 5. We note that your “Other” product category accounts for only 17-19% of your total revenues for the fiscal years presented but represents approximately 34-36% of your overall gross profit.  Considering the materiality of the “Other” product category to your gross profit, please consider expanding this category into additional product or service groups.  For example, if your customer liability breakage and extended service agreement revenues have a disproportionate impact on your gross profit, we believe you should separately quantify those revenues either in this table or elsewhere in your disclosures and discuss their impact on your gross profit in MD&A.
 Controls and Procedures, page 44

 6. We note your disclosure that “a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.”  Since you designed your disclosure controls and procedures to provide reasonable assurance of achieving their objectives, please revise future filings to clearly state, if true, that your principal executive and principal financial officers concluded that your disclosure controls and procedures are effective at the reasonable assurance level.  Please refer to Part II.F.4 of SEC Release No. 33-8238 for guidance.
 Schedule II – Valuation and Qualifying Accounts, page 48

 7. Please clarify why you record a portion of your inventory impairments within accounts payable.  Please provide illustrative journal entries to assist in our review.  Since paragraph 37(c.)(1) of SFAS 141 requires the recording of finished goods inventory acquired in business combinations at estimated selling price less the sum of costs of disposal and a reasonable profit allowance, please also tell us why it appears you carried over the acquiree’s inventory reserve in your fiscal 2005 acquisition.

*      *      *      *      *

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 response 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

Mr. David W. Carlson
GameStop Corp.  September 26, 2007 Page 4

under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 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

• 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation 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.  In her absence, you may direct your questions to Andrew Blume at (202) 551-3254.  Please contact me at (202) 551-3716 with any other questions.

         S i n c e r e l y ,              William Choi
       B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                               GSC Holdings Corp.
                              625 Westport Parkway
                             Grapevine, Texas 76051

                                                               September 2, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:   GSC Holdings Corp. Registration Statement on Form S-4 Registration No.
      333-125161

Dear Ladies and Gentlemen:

      Pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, GSC Holdings Corp., a Delaware corporation (the "Company"), hereby
respectfully requests that the effective date for the above referenced
Registration Statement be accelerated to 11:00 a.m. Eastern Time on Friday,
September 2, 2005, or as soon thereafter as possible.

      The Company acknowledges that

      (i) should the Securities and Exchange Commission (the "Commission") or
the staff, acting pursuant to delegated authority, in declaring the filing
effective, it does not foreclose the Commission from taking any action with
respect to the filing;

      (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

      (iii) the Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

                                       Very truly yours,

                                       /s/ David W. Carlson

                                       David W. Carlson
                                       Executive Vice President and
                                         Chief Financial Officer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               GAMESTOP CORP. LOGO

FOIA Confidential Treatment Request Contained Herein

VIA EDGAR AND BY OVERNIGHT

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                                                                 August 26, 2005

Attention:    Mr. Michael Moran

         Re:  GSC Holdings Corporation (the "Company" or "GameStop")
              Amendment No. 1 to Registration Statement on Form S-4
              Filed July 8, 2005
              File No. 333-125161

              Electronics Boutique Holdings Corp. ("Electronics Boutique")
              Form 10-K/A for the Fiscal Year Ended January 29, 2005
              Filed May 20, 2005
              Form 10-Q for the Fiscal Quarter Ended April 30, 2005
              Filed June 9, 2005
              File No. 0-24603

Dear Mr. Moran:

     We are writing in response to the comments of the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Commission")
that were contained in your letter dated August 9, 2005. Please note that the
numbered paragraphs below correspond to the paragraph numbers contained in your
comment letter.

1.   As requested, we will revise applicable disclosures to address comments in
     the future for both GameStop and Electronics Boutique.

The following response covers comment numbers 2 through 4 and number 8:

While we have two classes of common stock, Class A and Class B, the classes have
the same rights with the exception of voting rights, with one vote per share for
the Class A common stock and 10 votes per share for the Class B common stock.
Paragraph 61 of FAS 128 discusses using a two class method of computing earnings
per share based upon dividends declared and participation rights in
undistributed earnings. There are no differences in rights to dividends or
participation in undistributed earnings between our two classes of common stock.
We will change the earnings per share lines on the face of the income statement
in our amended Forms 10-K and 10-Q to "Net earnings per Class A and Class B
common share..." Our amended Forms 10-K and 10-Q and future filings will contain
the following form of disclosure:

x.   Computation of Net Earnings per Common Share

     The Company has two classes of common stock and computes earnings per share
using the two-class method in accordance with Financial Accounting Standard No.
128 Earnings per Share. As discussed in Note XX, the holders of the Company's
Class A and Class B common stock have identical rights to dividends or to
distributions in the event of a liquidation, dissolution or winding up of the
Company. Accordingly, the earnings per common share for the two classes of
common stock are the same. A reconciliation of shares used in calculating basic
and diluted net earnings per common share follows:

<table>
<caption>

                                                                         52 Weeks         52 Weeks       52 Weeks
                                                                           Ended            Ended          Ended
                                                                        January 29,      January 31,    February 1,
                                                                           2005             2004           2003
                                                                        -----------      -----------    -----------
                                                                           (In thousands, except per share data)
<s>                                                                     <c>              <c>            <c>
Net earnings                                                            $   60,926       $   63,467     $   52,404
                                                                        ==========       ==========     ==========
Weighted average common shares outstanding
    Class A                                                                 20,683           20,321         20,280
    Class B                                                                 33,979           36,009         36,009
    Weighted common shares outstanding                                      54,662           56,330         56,289
                                                                        ----------       ----------     ----------

Dilutive effect of options and warrants on Class A common stock              3,134            3,434          4,130
                                                                        ----------       ----------     ----------
Common shares and dilutive potential common shares                          57,796           59,764         60,419
                                                                        ==========       ==========     ==========
Net Earnings per Class A and Class B common share:
Basic                                                                   $     1.11       $     1.13     $     0.93
                                                                        ==========       ==========     ==========
Diluted                                                                 $     1.05       $     1.06     $     0.87
                                                                        ==========       ==========     ==========

</table>

5.   The inventory to be acquired in the merger is in the form of finished
     goods. As required by paragraph 37(c)(1) of FAS 141, finished goods
     inventory is to be valued at estimated selling price less the costs of
     disposal and a reasonable profit allowance for the selling effort of the
     acquiring entity. A significant portion of the inventory to be acquired is
     located in the retail stores and is readily available for sale without
     costs of disposal. The inventory located in distribution centers would
     incur disposal costs to get it to the retail stores to be sold, however,
     theses costs are considered to be immaterial. Management believes that the
     products to be acquired are substantially similar to the products currently
     sold by GameStop and that the current carrying value of the inventory to be
     acquired reflects the anticipated reasonable profit allowance. Thus,
     management does not believe that the value of the acquired inventory, as
     defined by paragraph 37(c)(1) of FAS 141, will differ materially from the
     amounts carried on Electronics Boutique's balance sheet.

6.   The basis of the $995.4 million allocated to goodwill was the result of the
     allocation of the purchase price, as specified on page 135 of the
     Registration Statement, to the tangible and intangible assets identified,
     less the liabilities assumed. There were no amounts allocated to trademarks
     and trade names (such as EB Games) because management's intention is to
     re-brand the EB Games stores under the GameStop name.

     Based on a preliminary valuation, we will allocate approximately $13.2
     million to the value of favorable contractual lease agreements for
     approximately 200 leases with favorable rates relative to market rates. In
     addition, we will be recording a liability of approximately $14.4 million
     for the value of unfavorable contractual lease agreements for approximately
     320 leases with unfavorable rates relative to market rates, as required by
     paragraph 37(k) and A24 of FAS 141.

7.   We will revise the information on pages 138 and 139 to ensure that the
     footnote references correspond properly.

     If you have any questions or comments regarding the foregoing, please do
not hesitate to contact me at 817-424-2130.

                                    Very truly yours,

                                    /s/ David W. Carlson
                                    ----------------------------
                                    David W. Carlson
                                    Executive Vice President and
                                    Chief Financial Officer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      August 9, 2005

Mr. R. Richard Fontaine
c/o GameStop Corporation
625 Westport Parkway
Grapevine, Texas  76051

      Re:	GSC Holdings Corporation
      	Amendment No. 1 to Registration Statement on Form S-4
      Filed July 8, 2005
		File No. 333-125161

		Electronics Boutique Holdings Corporation
		Form 10-K/A for Fiscal Year Ended January 29, 2005
		Filed May 20, 2005
		Form 10-Q for Fiscal Quarter Ended April 30, 2005
		Filed June 9, 2005
		File No. 0-24603

Dear Mr. Fontaine:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary 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 or may not raise additional
comments.

	Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4

General
1. Where applicable, please revise your presentation of financial
information and related disclosures included herein for GameStop
Corporation and Electronics Boutique Holdings Corporation to
address
comments issued on each entity.

Selected Historical and Pro Forma Financial Data
Selected Historical Financial Data of GameStop, page 10
2. We note that you have two classes of common stock, Class A and
Class B.  Please amend your consolidated financial statements and
disclosures throughout the filing to present basic and diluted
Earnings Per Share separately for both classes of your common
stock
for each period presented, or explain why you do not believe it is
appropriate to do so.  See paragraphs 60 and 61 of SFAS 128.
Please
also ensure that the additional disclosures required by paragraph
40
of this SFAS are provided as well.

Selected Unaudited Pro Forma Condensed Consolidated Financial Data
of
Holdco, page 15
3. Please revise to present pro forma Earnings Per Share of both
classes of common stock.  Refer to paragraphs 60 and 61 of SFAS
128.

Comparative Per Share Data (Unaudited), page 16
4. Please revise to present Earnings Per Share data for both
classes
of common stock for GameStop and Holdco.  Refer to paragraphs 60
and
61 of SFAS 128.

GSC Holdings Corporation

Unaudited Pro Forma Condensed Consolidated Financial Data
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 135

5. We note your response to comment 2 in our letter dated June 22,
2005.  Please explain in more detail how your response complies
with
the requirements of SFAS 141 paragraph 37(c)(1). Acquired
inventory
should be valued at the estimated cost to sell less cost of
disposal
and reasonable profit allowance.
6. We note your response to comment 3 in our letter dated June 22,
2005 regarding your allocation of excess purchase cost to
intangible
assets.  Please explain the basis for your allocation of $995.4
million was allocated to goodwill.  Please explain and disclose
the
amount of cost allocated to intangible assets such as trademarks
and
trade names such as EB Games being acquired in the merger.  In
addition, according to the disclosures in Item 1 of Form 10-K
regarding the operations of EB, included among the assets being
acquired are approximately 2,000 leased store locations that have
potentially favorable contractual lease terms.  Please explain and
disclose the amount allocated to other intangible assets relating
to
the value of these contractual lease agreements.  If you do not
anticipate allocating any of the excess cost to these contractual
lease agreements, please explain in detail your reasons for these
conclusions.  Refer to paragraphs 39 and A14 of SFAS 141.
7. We note your response to comment 7 in our letter dated June 22,
2005 regarding the assumption used in calculating interest expense
on
the new long-term debt.  The footnote references that you use on
page
138 do not correspond to the appropriate note on page 139.  Please
revise accordingly.

Unaudited Pro Forma Condensed Consolidated Statement of
Operations,
page 137
8. We note from the disclosures on page 139 that in connection
with
the merger transactions you will have two classes of common stock,
Class A and Class B.  Please amend your pro forma condensed
consolidated financial statements and disclosures throughout the
filing to present basic and diluted Earnings Per Share separately
for
both classes of your common stock for all periods presented, or
explain to us why you do not believe it is appropriate to do so.
See
paragraphs 60 and 61 of SFAS 128.

GameStop Corporation - Form 10-K for the year ended January 29,
2005
Electronics Boutique Holdings Corporation - Form 10-K for the year
ended January 29, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Results of Operations, page 24

9. We note your response to comment 13 in our letter dated June
22,
2005 relating to the net sales and gross margins of the new and
pre-
played video game products and the contribution of each component
to
your overall results of operation.  We believe an understanding of
the significance of the contribution to your results that is made
by
the pre-played video game products is important to understanding
your
business.  In this regard, please revise your disclosures to
discuss
the changes in your results of operations between periods in your
management`s discussion and analysis due to the changes within the
sales and gross profits of new and pre-played video game products.
Refer to Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources
General
10. We note your response to comment 15 in our letter dated June
22,
2005 regarding disclosure in the table of your purchase
obligations
in future periods.   Please explain and revise your disclosures to
include in the table for the applicable periods the amount of
advance
future commitments for the purchase of new video game hardware and
software to be released in the future.  If you do not have any of
these type of commitments for future releases, please explain the
type of agreements and their terms, including how far in advance
of
actual receipt, you have with manufacturers such as Sony and
others
relating to your commitment to order certain quantities of
products
that are planned to be released in the future.  Refer to Item
303(a)(5)(ii)(D) of Regulation S-K.
11. We note your response to comment 15 in our letter dated June
22,
2005 relating to future purchase obligations.  The type of
purchase
orders discussed in your response, although not long-term in
nature,
appear to meet the requirements for disclosures in your table of
contractual obligations.  Please revise your tabular disclosures
to
include all purchase obligations for products held for resale.  In
this regard, amounts that are estimated should be explained in a
footnote providing the basis for the amounts presented in each
period.  If you do not believe the purchase orders you discuss in
your response are enforceable and legally binding purchase
obligations, please explain why.   Refer to Item 303(a(5)(ii)(D)
of
Regulation S-K.

Consolidated Financial Statements
Consolidated Balance Sheet, page 32
12. We note that you reclassified in your most recently filed Form
10-Q from cash and cash equivalents certain amounts for auction
rate
certificates.  According to your disclosures as of April 30, 2005,
cash and cash equivalents as of January 29, 2005 also included $81
million of auction rate securities.  Please amend Form 10-K for
the
year ended January 29, 2005 and Form 10-Q for the quarter ended
April
30, 2005 to restated cash and cash equivalents and to exclude
these
securities and separately report them as marketable securities for
all periods presented.  This change represents a correction of an
error and should be reported in accordance with paragraphs 36 and
37
of APBO 20.  Accordingly, please coordinate with your independent
registered public accounting firm to revise their audit report
dated
April 7, 2005.

Notes to Consolidated Financial Statements
Note 1.  Organization and Summary of Significant Accounting
Policies
Description of Business, page 38
13. We note your response to comment 20 in our letter dated June
22,
2005 relating to your conclusion that you have only one reportable
segment.  Please explain to us in more detail how you determined
that
Canada and the United States comprised one operating segment.
Based
upon the information that you provided to us, it appears that you
have discrete financial results for both your Canadian operations
as
well as your U.S. operations.
14. We note your response to comment 20 in our letter dated June
22,
2005.  You state that you have three operating segments that you
aggregate into one reportable segment.  You support your assertion
that each segment has similar economic characteristics based
solely
upon similarity in average gross margin for the past three years.
Please provide us with a more detailed explanation of the
similarity
of the economic characteristics of your three operating segments.
We
would expect your explanation to show us sales and a measure of
profit for each operating segment for the past 3 years.
Generally,
we would expect to see similarities in both sales as well as the
measure of profit or loss. The similarities would include
variances
between periods that move in the same direction and proportion.
15. We note your response to comment 20 in our letter dated June
22,
2005 regarding your conclusion that you have only one business
segment.  Your response states that you have provided us
"representative samples of the financial information reviewed by
your
Chief Executive Officer (CODM)."  Please confirm to us if the
information you provided us represents all of the information
reviewed by your CODM.  Tell us if your CODM reviews any daily,
weekly or monthly information on the performance of your pre-
played
video game hardware and software products.  If so, please also
provide us with a sample copy of each type of this information
received either in paper form or reviewed with your CODM on a
regular
basis either in your monthly management presentations or a
separate
meeting with management.  Your response states that your CODM also
has "on-line access to daily sales and gross margin for each
country
at store level."   Please tell us if this on-line access also
allows
the CODM to view, evaluate and understand the contribution of the
pre-played video game products.  If you do not discuss at any time
the net sales and gross margin results of your pre-played video
game
products, please explain why you do not consider this information
to
be important to understanding the performance of your business.

Vendor Programs, page 39
16. We note your response to comment 22 in our letter dated June
22,
2005 regarding the timing of your recognition of the allowances
received from various vendor programs.  Please expand your note
disclosures to include your accounting treatment as discussed in
your
response for each type of allowance received.
17. We note your response to comment 23 in our letter dated June
22,
2005 regarding the importance of the vendor participation in your
cooperative advertising programs.  Please include in your revised
disclosures in management`s discussion and analysis how your
revenues
might be adversely affected if vendor participation either
decreased
or ceased completely from current levels.

Form 10-Q, for the period ended April 30, 2005
General
18. Where applicable, please address the issues noted in the above
comments in your interim financial statements.

* * * * *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Milwood Hobbs, Staff Accountant, at (202)
551-
3241, or Michael Moran, Accounting Branch Chief, at (202) 551-3841
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matthew Benson, Attorney-Advisor,
at
(202) 551-3335 or me at (202) 551-3720 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Jay M. Dorman, Esq.
	Bryan Cave LLP
	Fax:  (212) 541-1418

??

??

??

??

R. Richard Fontaine
GSC Holdings Corp.
August 9, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
                                ATTORNEYS AT LAW

             260 S. BROAD STREET                    New Jersey Office
             PHILADELPHIA, PA 19102               457 Haddonfield Road
                                                        Suite 510
               (215) 568-6060               Cherry Hill, New Jersey 08002-2220
               FAX: (215) 568-6603                    (856)486-7900

               www.klehr.com                         Delaware Office
                                                    919 Market Street
                                                       Suite 1000
                                             Wilmington, Delaware 19801-3062
                                                      (302) 426-1189

                                  July 1, 2005

VIA EDGAR

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:  Mr. H. Christopher Owings

      RE:   GSC HOLDINGS CORP.
            REGISTRATION STATEMENT ON FORM S-4
            FILED MAY 23, 2005
            FILE NO. 333-125161

            ELECTRONICS BOUTIQUE HOLDINGS CORP.
            FORM 10-K FOR FISCAL YEAR ENDED JANUARY 29, 2005
            FILED APRIL 7, 2005
            FORM 10-Q FOR FISCAL QUARTER ENDED APRIL 30, 2005
            FILED JUNE 9, 2005
            FILE NO. 0-24603

Dear Mr. Owings:

      On behalf of Electronics Boutique Holdings Corp. ("EB"), we are writing in
response to the comments of the Staff of the Division of Corporation Finance
(the "Staff") of the Securities and Exchange Commission (the "Commission") that
were contained in your letter dated June 22, 2005 (the "Comment Letter") in
connection with EB's Annual Report on Form 10-K for the fiscal year ended
January 29, 2005 filed on April 7, 2005 and EB's Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 2005 filed on June 9, 2005. Counsel for
GSC Holdings Corp. intends to file a response to comments 1 through 8 along with
Amendment No. 1 to the Registration Statement on Form S-4 (Registration No.
333-125161) next week.

      Set forth below are responses to comments 9 through 28 from the Comment
Letter which are numerically keyed to the Staff's comments. Unless otherwise
indicated, page references in the headers are from the Comment Letter and refer
to EB's Form 10-K for the year ended January 29, 2005.
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 2

Electronics Boutique Holdings Corp. - Form 10-K, for the year ended January 29,
2005

Item 1. Business, page 1

      9.    In response to the Staff's comment, EB will provide the following
            table that represents the sales contributed by each class of similar
            products for the periods indicated. The table will appear in Item 1.
            Business - Products of EB's amended Form 10-K:

<TABLE>
<CAPTION>
                                     1/29/05     1/31/04     2/1/03
                                     -------     -------     ------
<S>                                  <C>         <C>         <C>
            Video Game Software        60.6%       58.5%      54.1%
            Video Game Hardware        16.2        17.8       18.7
            PC Software                10.0        10.5       12.0
            Accessories                 9.8        10.3       11.5
            Other Products              3.4         2.9        3.7
                                      -----       -----      -----
            Total                     100.0%      100.0%     100.0%
</TABLE>

Competitive Strengths

Pre-played Products, page 9

      10.   EB's disclosures indicate that it allows its customers to
            trade-in pre-played games for store credit that can be applied
            towards the purchase of new or pre-played products.
            Alternatively, the customer can receive cash for a trade-in.  EB
            then sells these pre-played products in the normal course of its
            retail operations.  In addition to trade-in activity by its
            customers, EB obtains a portion of its pre-played products from
            some of the products returned by its customers from a previous
            sale as defective.  These products are inspected, refurbished and
            repackaged by EB's reclamation center and returned to its stores
            for sale to its customers.  EB does not monitor how much of its
            pre-played products are obtained from these two sources.  Thus,
            EB considers both sources of its pre-played products to be
            generated from its walk-in customers.

            EB will revise its disclosure in Item 1. Products - Pre-played
            software and pre-played video game hardware of its amended Form 10-K
            as follows:

            PRE-PLAYED SOFTWARE AND PRE-PLAYED VIDEO GAME HARDWARE.
            As a result of the proliferation of new titles and the tendency of
            gamers to seek new game challenges after mastering a particular
            title, a growing market for pre-played software has evolved. Also,
            with changes in hardware technology and a growing

                                        2
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 3

            desire to own multiple gaming systems, a market for pre-played
            hardware has developed. Our primary source for pre-played products
            is from walk-in customers. We allow customers to trade in and
            purchase pre-played games and hardware in our stores. In return for
            a trade-in, customers can receive a store credit, which can be
            applied towards the purchase of new or pre-played products, or they
            can receive cash.

      11.   The operating costs for EB's reclamation center for the fiscal
            year ended January 29, 2005 were $15.3 million.  As of January
            29, 2005, EB employed 412 associates, of which 234 were part-time
            status, in connection with its reclamation center.  The
            reclamation process involves both video game software and
            hardware.  Software that is taken in trade from EB's customers at
            its retail stores that appears to have excessive scratches or has
            packaging that is excessively defaced will be sent from the
            stores to the reclamation center.  At the reclamation center,
            EB's staff inspects the condition of the video game CD to
            determine if the scratches are too severe for the reclamation
            process to be successful.  After this inspection, EB's staff uses
            resurfacing (buffing) equipment to grind out the scratches from
            the surface of the video game CD and then either repackages the
            CD in its original case or in a replacement case for shipment
            back to the stores for sale.  Almost all video game hardware
            systems are also returned from the retail stores to the
            reclamation center for inspection, cleaning, testing and
            repackaging before being offered for sale in EB's stores.  EB's
            staff is able to repair many inoperable hardware systems or
            replace broken and missing components of these systems.

            Operating costs of the reclamation center are capitalized to
            inventory cost as the reclamation process is completed. These costs
            are then reflected in cost of goods sold as the pre-played products
            are sold.

Innovative Marketing, pages 10-11

      12.   The EB Edge Card program provides EB's customers with an
            opportunity to obtain a 10% discount on the purchase of
            pre-played products for a period of one year for a fee of $5.
            This program is intended to generate loyalty on the part of EB's
            customers and increase sales volume by incentivizing customers to
            return to EB's stores to make pre-played purchases.  The fee is
            charged to partially offset the impact of the 10% discount given
            for future purchases.  The $5 fee is amortized to revenue on a
            straight-line basis over the one-year period of the program.  For
            the fiscal year ended January 29, 2005, total sales under this
            program were $4.5 million and the deferred revenue balance for
            these sales as of January 29, 2005 was $3.3 million.  EB does not
            believe EITF 00-22 applies to its program as it is not point
            based and is not contingent upon the customer making any
            additional purchases during the one-year membership period.  The
            customer receives the 10% discount immediately upon joining and
            continues to do so for all

                                        3
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 4

            subsequent purchases for the full one-year period, regardless of the
            amount of purchases during the one-year period.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations, page 24

General

      13.   The disclosure concerning the speed of growth of the pre-played
            category is largely attributable to the speed of growth in the
            number of EB's strip-center stores.  EB's disclosure indicates
            the belief that the growth of its pre-played business will be
            enhanced by the focus on the opening of these strip-center stores
            which tend to have a higher percentage of their sales mix in
            pre-played products than that of EB's mall-based stores. This is
            primarily due to the higher level of value conscious customers
            these stores tend to attract.  Of the 479 new stores opened in
            the year ended January 29, 2005, 359, or approximately 75%, were
            of the strip-center format.  EB's disclosures are not intended to
            represent that it expects the overall sales of pre-played
            products to exceed that of new video game products.  As
            requested, EB is submitting supplementally on Exhibit A the
            information regarding sales, gross profits and gross margin
            percentages for new and pre-played video game products.  The
            information set forth on Exhibit A is confidential information of
            EB and EB hereby requests confidential treatment of such
            information under Rule 83 of the Commission's Rules of Practice
            (17 CFR 200.83).

Fiscal 2005 Compared to Fiscal 2004, page 24

      14.   EB incorrectly reported the impact of sales for the 479 new stores
            opened during fiscal 2005 and the non-comparable sales for stores
            opened in fiscal 2004. In fiscal 2005, EB closed 30 stores, and in
            fiscal 2004, EB closed 16 stores.

            The following is revised disclosure regarding the change in sales
            for fiscal 2005 compared to fiscal 2004:

            FISCAL 2005 COMPARED TO FISCAL 2004

            REVISED

            Net sales increased 24.9% from $1,588.4 million in fiscal 2004 to
            $1,983.5 million in fiscal 2005. The increase in net sales was
            primarily

                                        4
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 5

            attributable to the sales volume of approximately $182.8 million
            resulting from 479 new stores opened during fiscal 2005, coupled
            with the additional sales volume of approximately $142.5 million for
            non-comparable stores opened during fiscal 2004, a 3.1%, or $49.3
            million, increase in comparable store sales and a favorable foreign
            currency exchange rate impact of $30.9 million on comparable store
            sales in fiscal 2005. The increase in overall comparable store sales
            in fiscal 2005 was due to a stronger new release schedule of
            software titles, including top-sellers Halo 2 and Grand Theft Auto:
            San Andreas.

Liquidity and Capital Resources

General

      15.   EB typically does not enter into long-term formal purchase
            commitments.  EB issues a purchase order request for goods in the
            normal course of business to its vendors.  These purchase order
            requests are submitted to vendors and are an obligation of EB for
            the specified terms indicated within each purchase order request,
            if the vendor chooses to accept the purchase order request and
            ship the goods to EB.  Substantially all purchase order requests
            that are accepted by the vendors are shipped to EB in less than
            30 days.  Therefore, EB did not consider any purchase order
            requests outstanding as of January 29, 2005 to be purchase
            obligations under Item 303(a)(5)(ii)(D) of Regulation S-K.

      16.   Deferred rent and other long-term liabilities consist of the
            following components (in thousands):

<TABLE>
<CAPTION>
                                          January 29, 2005      January 31, 2004
                                          ----------------      ----------------
<S>                                       <C>                   <C>
            Deferred rent                      $20,364               $13,052
            Forward contracts                   12,154                 8,139
            Deferred revenue                        -                  4,496
                                               -------               -------
            Total                              $32,518               $25,687
</TABLE>

            Further disclosure relating to the forward foreign currency
            contracts is included in footnote #1 (Foreign Currency section) to
            the financial statements and a tabular analysis of the obligations
            under EB's forward contracts is included in Item 7a as required by
            Item 305 of Regulation S-K.

            The obligation for rent is reflected within the operating lease
            obligations as presented in the contractual obligations table.

                                       5
<PAGE>
H. Christopher Owings
Securities and Exchange Commission
July 1, 2005
Page 6

            Deferred revenue represents the value of non-compete covenants that
            resulted from the termination of the Game Group Services Agreement.

      17.   Except as described below, EB does not have any off-balance sheet
            arrangements.  EB is contingently liable for 21 leases with a
            maximum aggregate liability of $8 million.  The lease with the
            longest remaining term expires in 2011 and EB's maximum annual
            obligation is $2 million in fiscal 2006.  These obligations are
            fully disclosed in footnote #1 (Guarantees) to our financial
            statements.  The lease obligations are guaranteed by an
            indemnification agreement from James Kim, EB's Chairman of the
            Board.

            In response to the Staff's comment, the following paragraph relating
            to off-balance arrangements will be provided in EB's amended Form
            10-K:

            Off-Balance Sheet Arrangements

            We remain contingently liable for 21 BC Sports Collectibles store
            leases assigned to Sports Collectibles Acquisition Company ("SCAC")
            on November 2, 2002. SCAC is owned by the family of James Kim, the
            Chairman of the Board. Mr. Kim h

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308
      June 22, 2005

Mr. R. Richard Fontaine
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas  76051

      Re:	GSC Holdings Corp.
      	Registration Statement on Form S-4
      Filed May 23, 2005
		File No. 333-125161

		Electronics Boutique Holdings Corp.
		Form 10-K/A for Fiscal Year Ended January 29, 2005
		Filed May 20, 2005
		Form 10-Q for Fiscal Quarter Ended April 30, 2005
		Filed June 9, 2005
		File No. 0-24603

Dear Mr. Fontaine:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise 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 detailed
as
necessary 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 or may not
raise additional comments.

	Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4

Unaudited Pro Forma Condensed Consolidated Financial Data

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 135
1. Please remember to update you pro forma financial statements.
2. We note that you have not included an adjustment to increase
the
value of acquired inventory. Please tell us what was your
consideration of SFAS 141 paragraph 37(c)(1). If you have not been
able to come up with an estimate of the adjustment, please tell us
why you have not been able to estimate this item.
3. Revise your disclosures to explain more fully what is
represented
by this adjustment (c) to intangible assets.  Please explain in
more
detail the components of the increase in intangible assets of $1.1
billion.  We note your disclosures that you have not completed
your
assessment of fair values.  Please tell us when you expect to more
fully complete your assessment and what prevents you from
identifying
and valuing specific individual components such as the non-compete
agreement with Mr. Kim.
4. According to the store locations listed in your respective Form
10-K`s, it appears that you may have overlapping locations in
several
cities.  Please tell us whether you have any plans to close stores
and incur associated costs within the twelve month period
following
the acquisition.  If these costs are expected to be material,
please
disclose them in the notes to your pro forma financial statements.

Unaudited Pro Forma Condensed Consolidated Statement of
Operations,
page 137
5. We note that executives at Electronics Boutique Holdings Corp.
will receive additional compensation under a Merger Bonus Plan
established in connection with this transaction.  Please revise
your
pro forma presentation to include the amounts paid to the
executives
of both merger partners under new or existing compensation plans
as a
result of the merger transactions.  Please tell us the nature of
any
amounts being paid and the terms and conditions under which
payments
will be paid.  If other new employment agreements have been
executed
as a result of or in connection with the mergers, please tell us
and
revise your presentation to include the impact of these
liabilities
in your pro forma financial statements.  Your disclosures should
explain any assumptions used to determine the amounts reflected in
your pro forma adjustments.

6. Your disclosures on page 93 discuss your voting agreement with
the
Kim Group in connection with the merger transactions.  Please tell
us
and disclose if you paid any consideration in connection with this
agreement.  If so, please tell us where that amount is reflected
in
your pro forma statement of operations.
7. Please disclose the basis for the assumptions used to calculate
the amount of interest you expect to incur on new long-term debt.
8. Please tell us and disclose the terms and conditions of any
contingent considerations and their impact on future earnings.

Electronics Boutique Holdings Corp. - Form 10-K/A for the year
ended
January 29, 2005

Item 1.  Business, page 1
9. Please disclose in tabular form for each period presented the
amount or percentage of total revenue or sales contributed by each
class of similar products or services.  See Item 101(c)(1)(i) of
Regulation S-K.

Competitive Strengths

Pre-played Products, page 9
10. Your disclosures indicate that pre-played products have become
your fastest growing product line and that you receive many of
these
products as trade-ins on new products.  Please tell us and revise
your disclosures to clarify the sources which supply you with pre-
played or used video game products.  If you obtain used video game
products from sources other than walk-in customers, please
disclose
how much from each source.
11. You disclose that you operate a product reclamation center
that
tests, cleans, relabels, re-packages and re-distributes traded-in
products that are received from customers as trade-ins and credit
on
new products.  Please explain to us the annual costs of your
product
reclamation center, the number of people involved and generally
how
it operates.  Please tell us what line item on your consolidated
statement of operations you include these costs and why.

Innovative Marketing, pages 10-11
12. You disclose that during August 2004 you launched a new
customer
loyalty program called EB EDGE CARD that offers customers a
discount
on pre-played video game products purchased from your web site or
any
retail store.  Please explain to us how the program operates, the
benefits customer can earn, the cost to join the program, if any,
your accounting treatment of the benefits earned under the
program.
Please tell us whether you believe that EITF 00-22 applies to your
program and the reasons supporting your conclusion.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 24

General
13. We note your disclosures on page 9 relating to pre-played
products that this product line has become your fastest growing
category and that you now expect net sales from pre-played
products
at certain retail stores to exceed net sales from new video game
products.  However, you do not discuss in your management`s
discussion and analysis the contribution that pre-played products
have on net sales and gross margin for each period presented.
Please
provide us the net sales, gross profits and related gross margin
percentages for new and pre-played video game products for all
periods presented and explain to us why you do not discuss the
impact
of this product line has on your business.  Refer to Item
303(a)(3)
of Regulation S-K.

Fiscal 2005 Compared to Fiscal 2004, page 24
14. Your disclosures state that 479 new stores were opened during
fiscal 2005 generating a sales volume of approximately $288
million,
or $601,000 per store.  Please tell us and revise your disclosures
to
explain the reason why the 399 new stores opened during fiscal
2004
only generated a sales volume of approximately $139 million, or
only
$348,000 per store, which is $253,000 or 42% less sales per store.
Please also tell us if you closed any stores in either fiscal year
presented.  Explain and disclose if the lower sale volume in the
first year is related to the product mix, location or a
combination
of these two factors.  Refer to Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources

General
15. We note that you do not include any amounts for purchase
obligations as required by Item 303(a)(5)(ii)(D) of Regulation S-
K.
Please tell us and revise your disclosures to include a separate
line
item in the table for all purchase obligations as required, or
explain to us why you do not believe it is appropriate to do so.
16. Please tell us the components and related amounts included in
the
deferred rent and other long-term liabilities line item of your
consolidated balance sheet.  Please tell us why each item was not
included in your contractual obligations table.  We note that
other
long-term liabilities reflected on your consolidated balance sheet
under GAAP are among the items required to be disclosed in the
table.
Refer to Item (a)(5) of Regulation S-K.
17. In a separately captioned section, please revise your
disclosures
to include any off-balance arrangements that have or are
reasonably
likely to have a current or future effect on your financial
condition.  Your discussion should include all of the information
that is now required by Item 303(a)(4) of Regulation S-K.  If
there
are none, please state this in your revised disclosures.

Consolidated Financial Statements

Consolidated Balance Sheets, page 34

Accounts Receivable
18. Please tell us the nature of the trade and vendor receivables
for
each of the balance sheet dates since most of your operations
entail
point of sale cash transactions.  If amounts recorded involve
estimates, please explain to us how you determine the amounts
recorded.

Notes to Consolidated Financial Statements

Note 1.  Organization and Summary of Significant Accounting
Policies

General
19. Please tell us and revise your disclosures to include your
accounting policy for gift certificates and how you determine the
amount of liability for all periods presented.

Description of Business, page 38
20. You disclose that you operate only one business segment.
Please
provide us with an analysis of how you determined that you have
only
one operating segment.  We would expect your response to address
all
of the requirements of paragraph 10 of SFAS 131.  If by chance you
aggregate more than one operating segment into one reportable
segment, please tell us how you meet all of the requirements of
paragraph 17 of SFAS 131.  Please also tell us who in your
organization serves as your Chief Operating Decision Maker (CODM)
and
provide us with a copy of the financial information reviewed on a
monthly basis by your CODM.   Please also provide us an
organizational chart showing the management structure under the
CODM
to help us understand how you manage the operational aspects of
your
business.
Merchandise Inventories, page 39
21. Please provide us with the components of your inventory,
including a summary of the amounts of new and used video game
products included in inventory for all periods presented.

Vendor Programs, page 39
22. You disclose your receipt of vendor allowances from vendors in
connection with the purchase or promotion of a vendor`s products,
along with the types of programs and arrangements that are funded
by
the allowances.  For each type of program or arrangement, please
tell
us when you record the allowances and your basis for time in which
you recognize the allowance.
23. You disclose advertising expenses for all periods presented,
excluding vendor allowances, and the amount of vendor allowances
received that were netted against advertising expenses.  Please
revise your disclosures to disclose include the following
additional
information with respect to allowances received from vendors:
* the number of vendors and the length of time of the agreements;
* the terms and conditions of the agreements;
* a statement that management would or would not continue to incur
the same level of advertising expenditures even if vendors
discontinued their support;
* in MD&A the impact that vendor allowances received have on your
results of operations in terms of generating additional revenues;
and
* the dollar amount of the excess that you recorded in cost of
goods
sold.

Refer to EITF 02-16 and paragraph .49 of SOP 93-7.  Please show us
in
your supplemental response what your revised disclosures will look
like.

Note 6 - Game Group Services Agreement, page 46
24. You disclose that you terminated in January 2004 a management
services agreement with The Game Group Plc, a specialty
interactive
entertainment retailer based in the United Kingdom.  We note that
you
recorded $4.7 million of the $15 million fee as revenue upon
execution of the agreement.  Please explain to us what was
represented by the $4.7 million and why recognition at the time
the
agreement was executed was appropriate.

Note 7 - Related Party Transactions, page 46
25. Please tell us if you incurred a gain or loss on the sale of
BC
Sports Collectibles business to SCAC.

Note 12 - Legal Contingencies, page 50
26. We note your disclosures concerning the employment suit filed
in
New York State. Your disclosures indicate that the outcome of this
suit could have a material adverse impact on your company. Please
tell us in more detail what the plaintiff is seeking with regards
to
damages. Tell us whether it is possible to estimate a range of
possible loss.

Item 15.  Exhibits, Financial Statement Schedules and Report on
Form
8-K

(a)(2)  Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts, page 53
27. The amounts disclosed on Schedule II do not include the
amounts
recorded for estimated sales returns and allowances.  Please
revise
Schedule II to include the amounts estimated for sales returns and
allowances for all periods presented.  Refer to Rules 5-04(c) and
12-
09 of Regulation S-X.

Form 10-Q for Fiscal Quarter Ended April 30, 2005

General
28. Where applicable, please address the issues noted in the above
comments in your interim financial statements.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Act of 1933 and they have provided all information
investors require for an informed investment decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
eff