UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER ~~29, 2011~~27, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 1-32637

GameStop Corp.

(Exact name of registrant as specified in its Charter)


Delaware		20-2733559
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

625 Westport Parkway,		76051 (Zip Code)
Grapevine, Texas		76051 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(817) 424-2000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Number of shares of $.001 par value Class A Common Stock outstanding as of November ~~23, 2011: 136,424,174~~26, 2012: 121,180,041

TABLE OF CONTENTS


		Page No.
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements		21

	Condensed Consolidated Balance Sheets — October ~~29, 2011~~27, 2012 (unaudited), October ~~30, 2010~~29, 2011 (unaudited) and January ~~29, 2011~~28, 2012		21

	Condensed Consolidated Statements of Operations (unaudited) — For the 13 weeks and 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011		2

	Condensed Consolidated Statements of Comprehensive Income (unaudited) — For the 13 weeks and 39 weeks ended October 27, 2012 and October 29, 2011		3

	Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited) — October ~~29, 2011~~27, 2012		4

	Condensed Consolidated Statements of Cash Flows (unaudited) — For the 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011		5

	Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2319

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3633

Item 4.	Controls and Procedures		3634

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings		3734

Item 1A.	Risk Factors		3734

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3735

Item 6.	Exhibits		3835

SIGNATURES			4239

EXHIBIT INDEX			4340

PART I — FINANCIAL INFORMATION

ITEM 1. Financial

Statements

GAMESTOP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


		October 29, 2011			October 30, 2010			January 29, 2011				October 27, 2012		October 29, 2011			January 28, 2012
		(Unaudited)			(Unaudited)							(Unaudited)		(Unaudited)
		(In millions, except per share data)										(In millions, except per share data)
ASSETS:	ASSETS:										ASSETS:
Current assets:
Cash and cash equivalents		$	442.6		$	181.1		$	710.8			$	366.4	$	442.6		$	655.0
Receivables, net			58.1			58.8			65.5				49.6		58.1			64.4
Merchandise inventories, net			1,778.3			1,942.4			1,257.5				1,645.7		1,778.3			1,137.5
Deferred income taxes — current			30.4			21.8			28.8				44.6		30.4			44.7
Prepaid taxes			24.9			11.5			—
Prepaid income taxes													46.9		24.9			—
Prepaid expenses			87.9			70.7			75.7				83.8		87.9			79.9
Other current assets			13.9			13.8			16.5				15.4		13.9			15.8

Total current assets			2,436.1			2,300.1			2,154.8				2,252.4		2,436.1			1,997.3

Property and equipment:
Land			25.0			24.3			24.0				22.2		25.0			22.8
Buildings and leasehold improvements			613.2			564.9			577.2				597.4		613.2			602.2
Fixtures and equipment			866.2			785.8			817.8				897.9		866.2			876.3

Total property and equipment			1,504.4			1,375.0			1,419.0				1,517.5		1,504.4			1,501.3
Less accumulated depreciation and amortization			901.5			768.9			805.2				997.6		901.5			928.0

Net property and equipment			602.9			606.1			613.8				519.9		602.9			573.3
Goodwill, net			2,060.3			2,004.6			1,996.3
Other intangible assets			270.2			263.2			254.6
Goodwill													1,377.9		2,060.3			2,019.0
Other intangible assets, net													149.7		270.2			209.1
Other noncurrent assets			63.1			41.1			44.3				49.4		63.1			48.7

Total noncurrent assets			2,996.5			2,915.0			2,909.0				2,096.9		2,996.5			2,850.1

Total assets		$	5,432.6		$	5,215.1		$	5,063.8			$	4,349.3	$	5,432.6		$	4,847.4


LIABILITIES AND STOCKHOLDERS’ EQUITY:	LIABILITIES AND STOCKHOLDERS’ EQUITY:										LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable		$	1,464.3		$	1,514.6		$	1,028.1			$	1,277.6	$	1,464.3		$	804.3
Accrued liabilities			709.8			564.3			657.0				823.0		709.8			749.8
Taxes payable			—			—			62.7
Income taxes payable													—		—			79.8
Senior notes payable, current portion, net			124.7			—			—				—		124.7			—

Total current liabilities			2,298.8			2,078.9			1,747.8				2,100.6		2,298.8			1,633.9

Senior notes payable, long-term portion, net			—			248.9			249.0
Deferred taxes			67.0			18.0			74.9
Deferred income taxes													55.6		67.0			67.1
Other long-term liabilities			105.3			100.1			96.2				95.5		105.3			106.2

Total long-term liabilities			172.3			367.0			420.1				151.1		172.3			173.3

Total liabilities			2,471.1			2,445.9			2,167.9				2,251.7		2,471.1			1,807.2

Commitments and Contingencies (Note 8)
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock — authorized 5.0 shares; no shares issued or outstanding			—			—			—				—		—			—
Class A common stock — $.001 par value; authorized 300.0 shares; 138.4, 151.4 and 146.0 shares outstanding, respectively			0.1			0.2			0.1
Class A common stock — $.001 par value; authorized 300.0 shares; 120.9, 138.4 and 136.8 shares outstanding, respectively													0.1		0.1			0.1
Additional paid-in-capital			762.0			1,034.8			928.9				409.8		762.0			726.6
Accumulated other comprehensive income			230.0			167.6			162.5				144.6		230.0			169.7
Retained earnings			1,971.0			1,568.0			1,805.8				1,543.1		1,971.0			2,145.7

Equity attributable to GameStop Corp. stockholders			2,963.1			2,770.6			2,897.3				2,097.6		2,963.1			3,042.1
Equity (deficit) attributable to noncontrolling interest			(1.6	)		(1.4	)		(1.4	)
Deficit attributable to noncontrolling interest													—		(1.6	)		(1.9	)

Total equity			2,961.5			2,769.2			2,895.9				2,097.6		2,961.5			3,040.2

Total liabilities and stockholders’ equity		$	5,432.6		$	5,215.1		$	5,063.8			$	4,349.3	$	5,432.6		$	4,847.4

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   13 Weeks Ended 39 Weeks Ended
   October 29,
2011 October 30,
2010 October 29,
2011 October 30,
2010
   (In millions, except per share data)
   (Unaudited)
Sales
   $ 1,946.8    $ 1,899.2    $ 5,971.9    $ 5,780.9
Cost of sales
   1,373.9    1,352.9    4,235.6    4,147.0


Gross profit
   572.9    546.3    1,736.3    1,633.9
Selling, general and administrative expenses
   443.3    408.8    1,328.5    1,217.6
Depreciation and amortization
   47.0    44.7    140.4    129.4


Operating earnings
   82.6    92.8    267.4    286.9
Interest income
   (0.2 ) (0.3 ) (0.7 ) (1.3 )
Interest expense
   5.4    10.0    18.5    30.6
Debt extinguishment expense
   0.6    6.0    0.6    6.0


Earnings before income tax expense
   76.8    77.1    249.0    251.6
Income tax expense
   23.1    22.8    84.8    82.6


Consolidated net income
   53.7    54.3    164.2    169.0
Net loss attributable to noncontrolling interests
   0.2    0.4    1.0    1.2


Consolidated net income attributable to GameStop
   $ 53.9    $ 54.7    $ 165.2    $ 170.2


Basic net income per common share¹
   $ 0.39    $ 0.36    $ 1.17    $ 1.12


Diluted net income per common share¹
   $ 0.39    $ 0.36    $ 1.16    $ 1.10


Weighted average shares of common stock-basic
   138.8    150.7    140.8    151.8


Weighted average shares of common stock-diluted
   139.8    153.3    141.9    154.6


	13 Weeks Ended						39 Weeks Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
	(In millions, except per share data)
				(Unaudited)
Net sales	$	1,772.8		$	1,946.8		$	5,325.2		$	5,971.9
Cost of sales		1,215.4			1,373.9			3,648.6			4,235.6

Gross profit		557.4			572.9			1,676.6			1,736.3
Selling, general and administrative expenses		438.2			443.3			1,319.4			1,328.5
Depreciation and amortization		43.9			47.0			132.3			140.4
Goodwill impairments		627.0			—			627.0			—
Asset impairments		51.8			—			51.8			—

Operating earnings (loss)		(603.5	)		82.6			(453.9	)		267.4
Interest income		(0.2	)		(0.2	)		(0.6	)		(0.7	)
Interest expense		1.2			5.4			2.9			18.5
Debt extinguishment expense		—			0.6			—			0.6

Earnings (loss) before income tax expense		(604.5	)		76.8			(456.2	)		249.0
Income tax expense		19.8			23.1			74.7			84.8

Consolidated net income (loss)		(624.3	)		53.7			(530.9	)		164.2
Net loss attributable to noncontrolling interests		—			0.2			0.1			1.0

Consolidated net income (loss) attributable to GameStop	$	(624.3	)	$	53.9		$	(530.8	)	$	165.2

Basic net income (loss) per common share¹	$	(5.08	)	$	0.39		$	(4.13	)	$	1.17

Diluted net income (loss) per common share¹	$	(5.08	)	$	0.39		$	(4.13	)	$	1.16

Dividends per common share	$	0.25		$	—		$	0.55		$	—

Weighted average shares of common stock — basic		122.8			138.8			128.5			140.8

Weighted average shares of common stock — diluted		122.8			139.8			128.5			141.9

1	Basic net income (loss) per common share and diluted net income (loss) per common share are calculated based on consolidated net income (loss) attributable to GameStop.

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CHANGES IN EQUITY~~COMPREHENSIVE INCOME

GameStop Corp. Stockholders
Class A
Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income Retained
Earnings
Shares Common
Stock Noncontrolling
Interest Total
(In millions)
(Unaudited)
Balance at January 29, 2011
146.0    $ 0.1    $ 928.9    $ 162.5    $ 1,805.8    $ (1.4 ) $ 2,895.9
Purchase of subsidiary shares from noncontrolling interest
—    —    (1.1 ) —    —    1.0    (0.1 )
Comprehensive income:

Net income (loss) for the 39 weeks ended October 29, 2011
—    —    —    —    165.2    (1.0 ) 164.2
Foreign currency translation
—    —    —    67.5    —    (0.2 ) 67.3

Total comprehensive income
231.5
Stock-based compensation
—    —    14.5    —    —    —    14.5
Purchase of treasury stock
(9.2 ) —    (194.9 ) —    —    —    (194.9 )
Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $0.2)
1.6    —    14.6    —    —    —    14.6

Balance at October 29, 2011
138.4    $ 0.1    $ 762.0    $ 230.0    $ 1,971.0    $ (1.6 ) $ 2,961.5


	13 Weeks Ended						39 Weeks Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
	(In millions)
				(Unaudited)
Consolidated net income (loss)	$	(624.3	)	$	53.7		$	(530.9	)	$	164.2
Other comprehensive income (loss):
Foreign currency translation		33.2			(35.9	)		(25.2	)		67.3

Total comprehensive income (loss)		(591.1	)		17.8			(556.1	)		231.5
Comprehensive loss attributable to noncontrolling interests		—			0.2			0.2			1.2

Comprehensive income (loss) attributable to GameStop	$	(591.1	)	$	18.0		$	(555.9	)	$	232.7

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~CASH FLOWS~~CHANGES IN STOCKHOLDERS’ EQUITY

   39 Weeks Ended
   October 29,
2011 October 30,
2010
   (In millions)
   (Unaudited)
Cash flows from operating activities:

Consolidated net income
   $ 164.2    $ 169.0
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:

Depreciation and amortization (including amounts in cost of sales)
   142.1    130.9
Amortization and retirement of deferred financing fees and issue discounts
   2.3    4.3
Stock-based compensation expense
   14.5    22.1
Deferred income taxes
   (10.5 ) (8.5 )
Excess tax (benefits) expense realized from exercise of stock-based awards
   0.2    (18.4 )
Loss on disposal of property and equipment
   9.5    4.4
Changes in other long-term liabilities
   1.3    (3.5 )
Changes in operating assets and liabilities, net:

Receivables, net
   8.5    7.0
Merchandise inventories
   (502.4 ) (873.2 )
Prepaid expenses and other current assets
   (7.8 ) (2.3 )
Prepaid income taxes and accrued income taxes payable
   (88.0 ) (53.8 )
Accounts payable and accrued liabilities
   477.1    537.7


Net cash flows provided by (used in) operating activities
   211.0    (84.3 )


Cash flows from investing activities:

Purchase of property and equipment
   (127.3 ) (141.6 )
Acquisitions, net of cash acquired
   (27.9 ) (38.1 )
Other
   (7.6 ) (3.9 )


Net cash flows used in investing activities
   (162.8 ) (183.6 )


Cash flows from financing activities:

Repurchase of notes payable
   (125.0 ) (200.0 )
Purchase of treasury shares
   (216.9 ) (286.8 )
Borrowings from the revolver
   35.0    —
Repayments of revolver borrowings
   (35.0 ) —
Issuance of shares relating to stock options
   14.5    10.1
Excess tax benefits (expense) realized from exercise of stock-based awards
   (0.2 ) 18.4


Net cash flows used in financing activities
   (327.6 ) (458.3 )


Exchange rate effect on cash and cash equivalents
   11.2    1.9


Net decrease in cash and cash equivalents
   (268.2 ) (724.3 )
Cash and cash equivalents at beginning of period
   710.8    905.4


Cash and cash equivalents at end of period
   $ 442.6    $ 181.1


	GameStop Corp. Stockholders
	Class A					Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings
	Common Stock
	Shares			Common Stock											Noncontrolling Interest			Total
									(In millions)
									(Unaudited)
Balance at January 28, 2012		136.8		$	0.1	$	726.6		$	169.7		$	2,145.7		$	(1.9	)	$	3,040.2
Purchase of subsidiary shares from noncontrolling interest		—			—		(2.1	)		—			—			2.1			—
Comprehensive income (loss):
Net income (loss) for the 39 weeks ended October 27, 2012		—			—		—			—			(530.8	)		(0.1	)		(530.9	)
Foreign currency translation		—			—		—			(25.1	)		—			(0.1	)		(25.2	)

Total comprehensive loss																			(556.1	)
Dividends		—			—		—			—			(71.8	)		—			(71.8	)
Stock-based compensation		—			—		15.7			—			—			—			15.7
Purchase of treasury stock		(16.7	)		—		(334.7	)		—			—			—			(334.7	)
Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $0.6)		0.8			—		4.3			—			—			—			4.3

Balance at October 27, 2012		120.9		$	0.1	$	409.8		$	144.6		$	1,543.1		$	—		$	2,097.6

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

~~GAMESTOP CORP.~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	39 Weeks Ended
	October 27, 2012			October 29, 2011
	(In millions)
	(Unaudited)
Cash flows from operating activities:
Consolidated net income (loss)	$	(530.9	)	$	164.2
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization (including amounts in cost of sales)		134.2			142.1
Goodwill impairments and asset impairments		678.8			—
Amortization and retirement of deferred financing fees and issue discounts		0.9			2.3
Stock-based compensation expense		15.7			14.5
Deferred income taxes		(11.0	)		(10.5	)
Excess tax (benefits) expense realized from exercise of stock-based awards		(0.4	)		0.2
Loss on disposal of property and equipment		4.7			9.5
Changes in other long-term liabilities		(9.5	)		1.3
Changes in operating assets and liabilities, net:
Receivables, net		14.7			8.5
Merchandise inventories		(518.6	)		(502.4	)
Prepaid expenses and other current assets		(3.8	)		(7.8	)
Prepaid income taxes and accrued income taxes payable		(126.0	)		(88.0	)
Accounts payable and accrued liabilities		554.9			477.1

Net cash flows provided by operating activities		203.7			211.0

Cash flows from investing activities:
Purchase of property and equipment		(88.9	)		(127.3	)
Acquisitions, net of cash acquired		(1.5	)		(27.9	)
Other		(1.5	)		(7.6	)

Net cash flows used in investing activities		(91.9	)		(162.8	)

Cash flows from financing activities:
Repurchase of notes payable		—			(125.0	)
Purchase of treasury shares		(328.2	)		(216.9	)
Dividends paid		(71.4	)		—
Borrowings from the revolver		81.0			35.0
Repayments of revolver borrowings		(81.0	)		(35.0	)
Issuance of shares relating to stock options		3.8			14.5
Excess tax benefits (expense) realized from exercise of stock-based awards		0.4			(0.2	)

Net cash flows used in financing activities		(395.4	)		(327.6	)

Exchange rate effect on cash and cash equivalents		(5.0	)		11.2

Net decrease in cash and cash equivalents		(288.6	)		(268.2	)
Cash and cash equivalents at beginning of period		655.0			710.8

Cash and cash equivalents at end of period	$	366.4		$	442.6

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	~~Basis~~Summary of ~~Presentation~~Significant Accounting Policies

Basis of Presentation

GameStop Corp. (together with its predecessor and consolidated companies, “GameStop,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is the world’s largest multichannel ~~retailer of~~video game retailer. The Company sells new and used video game hardware, physical and digital video game ~~products and~~software, accessories, as well as PC entertainment ~~software.~~software and other merchandise. The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair presentation of the information for the periods presented. These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all disclosures required under GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the 52 weeks ended January ~~29, 2011~~28, 2012 (“fiscal ~~2010”~~2011”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by management could have a significant impact on the Company’s financial results. Actual results could differ from those estimates.

Due to the seasonal nature of the business, the results of operations for the 39 weeks ended October ~~29, 2011~~27, 2012 are not indicative of the results to be expected for the 5253 weeks ending ~~January 28, 2012~~February 2, 2013 (“fiscal ~~2011”~~2012”).

Certain reclassifications have been made to conform the prior period data to the current interim period presentation.

Recently Adopted Accounting Standards

During the first quarter of fiscal 2012, we adopted the accounting standard update regarding the presentation of comprehensive income. This accounting standard update was issued to increase the prominence of items reported in other comprehensive income. The accounting standard update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate, but consecutive statements. In connection with the adoption of this accounting standard update, our condensed consolidated financial statements now include separate statements of comprehensive income.

During the first quarter of fiscal 2012, we adopted the accounting standard update regarding fair value measurement and disclosure. This accounting standard update was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This accounting standard update also changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. The adoption of this accounting standard update did not have a significant impact on our condensed consolidated financial statements.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.	Accounting for Stock-Based Compensation

For stock options granted, the Company records share-based compensation expense in earnings based on the grant-date fair value. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model requires the use of subjective assumptions, including expected option life, expected volatility and the expected employee forfeiture rate. The Company uses historical data to estimate the option life and the employee forfeiture rate, and uses historical volatility when estimating the stock price volatility. There were no stock options granted during the 39 weeks ended October 27, 2012 and October 29, ~~2011 and~~2011.

For the 13 weeks ended October 30, 2010. There were 1,177,000 options to purchase common stock granted during the 39 weeks ended October 30, 2010, with a weighted-average fair value estimated at $7.88 per share, using the following assumptions:


	~~39 Weeks Ended~~
	~~October 30,~~ ~~2010~~
~~Volatility~~		~~51.6~~	%
~~Risk-free interest rate~~		~~1.6~~	%
~~Expected life (years)~~		~~3.5~~
~~Expected dividend yield~~		0	%

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~In the 13 weeks ended~~27, 2012 and October 29, 2011, ~~and October 30, 2010,~~ the Company included compensation expense relating to stock option grants of ~~$1.6~~$0.7 million and ~~$3.1~~$1.6 million, respectively, in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. InFor the 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010,~~29, 2011, the Company included compensation expense relating to stock option grants of ~~$4.8~~$2.1 million and ~~$9.1~~$4.8 million, respectively, in selling, general and administrative expenses. As of October ~~29, 2011,~~27, 2012, the unrecognized compensation expense related to the unvested portion of our stock options was ~~$4.4~~$0.7 million which is expected to be recognized over a weighted average period of ~~1.1~~0.3 years. The total intrinsic value of options exercised during the 13 weeks ended October 27, 2012 and October 29, 2011 ~~and October 30, 2010~~ was ~~$1.3~~$1.1 million and ~~$58.0~~$1.3 million, respectively. The total intrinsic value of options exercised during the 39 weeks ended October 27, 2012 and October 29, 2011 ~~and October 30, 2010~~ was ~~$11.3~~$2.2 million and ~~$59.2~~$11.3 million, respectively.

During the 13 weeks ended October 27, 2012 and October 29, 2011, ~~and October 30, 2010,~~ the Company ~~had~~awarded no restricted share grants. During the 39 weeks ended October 27, 2012, the Company granted 1,409,674 shares of restricted stock with a fair value of $23.66 per common share. Of these shares, 783,474 vest in equal annual installments over three years and 626,200 shares are subject to performance measures. Of the performance related restricted shares granted, 125,700 vest in equal annual installments over three years subject to performance targets based on fiscal 2012 operating results. The remaining 500,500 shares of performance based restricted shares granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 31, 2015. During the 39 weeks ended October 29, 2011, the Company granted 452,270 shares of restricted stock ~~which had~~with a ~~weighted-average~~ fair ~~market~~ value of $20.90 per share. Of these shares, ~~372,270~~371,770 vest in equal annual installments over three years, ~~and 80,000~~76,475 vest over three years ~~subject to~~based on performance targets achieved, and 4,025 were forfeited based on fiscal 2011 operating results. During the 39 weeks ended October 30, 2010, the Company granted 743,000 shares of restricted stock, which had a weighted-average fair market value of $20.43 per share. The restricted shares vest in equal annual installments over three years.performance. During the 13 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010,~~29, 2011, the Company included compensation expense relating to the restricted ~~share~~stock grants in the amount of ~~$3.1~~$4.6 million and ~~$4.4~~$3.1 million, respectively, in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010,~~29, 2011, the Company included compensation expense relating to the restricted ~~share~~stock grants in the amount of ~~$9.7~~$13.6 million and ~~$13.1~~$9.7 million, respectively, in selling, general and administrative expenses. As of October ~~29, 2011,~~27, 2012, there was ~~$14.3~~$29.8 million of unrecognized compensation expense related to nonvested restricted stock awards that is expected to be recognized over a weighted average period of ~~1.8~~2.1 years.

3.	~~Computation of Net Income per Common Share~~

~~A reconciliation of shares used in calculating basic and diluted net income per common share is as follows:~~

13 Weeks Ended 39 Weeks Ended
October 29,
2011 October 30,
2010 October 29,
2011 October 30,
2010
(In millions, except per share data)
Net income attributable to GameStop
$ 53.9    $ 54.7    $ 165.2    $ 170.2

Weighted average common shares outstanding
138.8    150.7    140.8    151.8
Dilutive effect of options and restricted shares on common stock
1.0    2.6    1.1    2.8

Common shares and dilutive potential common shares
139.8    153.3    141.9    154.6

Net income per common share:

Basic
$ 0.39    $ 0.36    $ 1.17    $ 1.12

Diluted
$ 0.39    $ 0.36    $ 1.16    $ 1.10

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.	Computation of Net Income (Loss) per Common Share

A reconciliation of common shares used in calculating basic and diluted net income (loss) per common share is as follows:


	13 Weeks Ended					39 Weeks Ended
	October 27, 2012			October 29, 2011		October 27, 2012			October 29, 2011
	(In millions, except per share data)
Net income (loss) attributable to GameStop	$	(624.3	)	$	53.9	$	(530.8	)	$	165.2

Weighted average common shares outstanding		122.8			138.8		128.5			140.8
Dilutive effect of options and restricted shares on common stock		—			1.0		—			1.1

Common shares and dilutive potential common shares		122.8			139.8		128.5			141.9

Net income (loss) per common share:
Basic	$	(5.08	)	$	0.39	$	(4.13	)	$	1.17

Diluted	$	(5.08	)	$	0.39	$	(4.13	)	$	1.16

The following table contains information on restricted shares and options to purchase shares of Class A ~~common stock~~Common Stock which were excluded from the computation of diluted earnings per share because they were anti-dilutive:


	Anti- Dilutive Shares		Range of Exercise Prices		Expiration Dates
	(In millions, except per share data)
13 Weeks Ended October 27, 2012		4.6	$	5.90 - 49.95		2013 - 2020
13 Weeks Ended October 29, 2011		3.5	$	20.32 - 49.95		2017 - 2020
~~13 Weeks Ended October 30, 2010~~		~~5.3~~	$	~~20.32 - 49.95~~		~~2011 - 2020~~

4.	Fair Value Measurements and Financial Instruments

Recurring Fair Value Measurements and Derivative Financial Instruments

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value accounting guidance applies to our forward exchange contracts, foreign currency options and cross-currency swaps (together, the “Foreign Currency Contracts”), Company-owned life insurance policies with a cash surrender value and certain nonqualified deferred compensation liabilities that are measured at fair value on a recurring basis in periods subsequent to initial recognition.

Fair value accounting guidance requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We value our Foreign Currency Contracts, Company-owned life insurance policies with cash surrender values and certain nonqualified deferred compensation liabilities based on Level 2 inputs using quotations provided by major market news services, such as Bloomberg and The Wall Street Journal, and industry-standard models that consider various assumptions, including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.

The following table provides the fair value of our assets and liabilities measured on a recurring basis and recorded on our condensed consolidated balance sheets (in millions):

   October 29, 2011    October 30, 2010    January 29, 2011
   Level 2    Level 2    Level 2
Assets

Foreign Currency Contracts
   $ 12.2       $ 12.6       $ 14.0
Company-owned life insurance
   3.0       2.9       3.1






Total assets
   $ 15.2       $ 15.5       $ 17.1






Liabilities

Foreign Currency Contracts
   $ 11.0       $ 15.5       $ 12.8
Nonqualified deferred compensation
   0.8       0.9       0.9






Total liabilities
   $ 11.8       $ 16.4       $ 13.7

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


	October 27, 2012		October 29, 2011		January 28, 2012
	Level 2		Level 2		Level 2
Assets
Foreign Currency Contracts	$	17.2	$	12.2	$	17.0
Company-owned life insurance		3.3		3.0		3.1

Total assets	$	20.5	$	15.2	$	20.1

Liabilities
Foreign Currency Contracts	$	2.5	$	11.0	$	2.5
Nonqualified deferred compensation		0.9		0.8		0.8

Total liabilities	$	3.4	$	11.8	$	3.3

The Company uses Foreign Currency Contracts to manage currency risk primarily related to intercompany loans denominated in non-functional currencies and certain foreign currency assets and liabilities. These Foreign Currency Contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities. The total gross notional value of derivatives related to our Foreign Currency Contracts was $574.2 million and $483.3 million as of October 27, 2012 and October 29, 2011, respectively. The total net notional value of derivatives related to our Foreign Currency Contracts was $133.9 million and $192.4 million as of October 27, 2012 and October 29, 2011, respectively.

Activity related to the trading of derivative instruments and the offsetting impact of related intercompany loans and foreign currency assets and liabilities recognized in selling, general and administrative expense is as follows (in millions):


	13 Weeks Ended						39 Weeks Ended					13 Weeks Ended						39 Weeks Ended
	October 29, 2011			October 30, 2010			October 29, 2011		October 30, 2010			October 27, 2012			October 29, 2011			October 27, 2012		October 29, 2011
Gains (losses) on the changes in fair value of derivative instruments	$	(1.7	)	$	(11.0	)	$	0.2	$	(6.9	)	$	(16.7	)	$	(1.7	)	$	0.2	$	0.2
Gains on the re-measurement of related intercompany loans and foreign currency assets and liabilities		1.4			14.2			1.3		8.7			19.0			1.4			1.0		1.3

Total	$	(0.3	)	$	3.2		$	1.5	$	1.8		$	2.3		$	(0.3	)	$	1.2	$	1.5

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company manages counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. We continuously monitor our counterparty credit risk and utilize a number of different counterparties to minimize our exposure to potential defaults. We do not require collateral under derivative or investment agreements.

The fair values of derivative instruments not receiving hedge accounting treatment in the condensed consolidated balance sheets presented herein were as follows (in millions):


	October 29, 2011			October 30, 2010			January 29, 2011			October 27, 2012			October 29, 2011			January 28, 2012
Assets
Foreign Currency Contracts
Other current assets	$	10.2		$	10.1		$	13.0		$	15.3		$	10.2		$	12.3
Other noncurrent assets		2.0			2.5			1.0			1.9			2.0			4.7
Liabilities
Foreign Currency Contracts
Accrued liabilities		(9.8	)		(14.0	)		(11.2	)		(2.2	)		(9.8	)		(2.0	)
Other long-term liabilities		(1.2	)		(1.5	)		(1.6	)		(0.3	)		(1.2	)		(0.5	)

Total derivatives	$	1.2		$	(2.9	)	$	1.2		$	14.7		$	1.2		$	14.5

AsNonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value on our condensed consolidated balance sheets. For these assets, we do not periodically adjust carrying value to fair value except in the event of impairment. When we determine that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded within operating earnings in our condensed consolidated statements of operations. During the 13 and 39 weeks ended October 27, 2012, the Company recorded a $678.8 million impairment charge related to assets measured at fair value on a nonrecurring basis, comprised of $627.0 million of goodwill impairments, $44.9 million of trade name impairment and $6.9 million of property and equipment impairments. The Company did not record any significant impairment charges related to assets measured at fair value on a nonrecurring basis during the 39 weeks ended October 29, ~~2011,~~2011.

The fair value remeasurements included in the ~~Company had a series of Foreign Currency Contracts outstanding,~~goodwill, trade name and property and equipment impairments were based on significant unobservable inputs (Level 3). Refer to Note 5, Goodwill and Intangible Assets, for further information associated with ~~a gross notional value of $483.3 million~~the goodwill and ~~a net notional value of $192.4 million. As of October 30, 2010,~~trade name impairments, as well as Note 6, Asset Impairments and Restructuring Charges, for further information associated with the ~~Company had a series of Foreign Currency Contracts outstanding, with a gross notional value of $446.7 million~~property and ~~a net notional value of $211.5 million.~~equipment impairments.

Other Fair Value Disclosures

The Company’s carrying value of financial instruments such as cash and cash equivalents, receivables, net and accounts payable approximates their fair value, except for differences with respect to the Company’s senior ~~notes.~~notes that were outstanding until December 2011. The fair value of the ~~Company’s~~ senior notes payable in the

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

accompanying condensed consolidated balance ~~sheets is~~sheet as of October 29, 2011 was estimated using Level 2 inputs based on ~~recent quotes from brokers.~~quoted prices for those instruments. As of October 27, 2012, there were no senior notes outstanding. As of October 29, 2011, the senior notes payable had a carrying value of $124.7 million and a fair value of $125.3 million. ~~As of October 30, 2010, the senior notes payable had a carrying value of $248.9 million and a fair value of $255.6 million.~~

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.	Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the Company’s operating segments for the 39 weeks ended October 27, 2012 were as follows (in millions):


	United States		Canada			Australia			Europe			Total
Balance at January 28, 2012	$	1,152.0	$	137.4		$	210.0		$	519.6		$	2,019.0
Goodwill acquired		1.5		—			—			—			1.5
Impairment loss		—		(100.3	)		(107.1	)		(419.6	)		(627.0	)
Foreign currency translation adjustment		—		0.6			(6.6	)		(9.6	)		(15.6	)

Balance at October 27, 2012	$	1,153.5	$	37.7		$	96.3		$	90.4		$	1,377.9

Goodwill represents the excess purchase price over tangible net assets and identifiable intangible assets acquired. Under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350 (“ASC 350”), the Company is required to evaluate goodwill and other intangible assets not subject to amortization for impairment at least annually. This annual test is completed at the beginning of the fourth quarter of each fiscal 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 operating 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 of each reporting unit 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 step of the goodwill impairment test is needed. The second step 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.

During the third quarter of fiscal 2012, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment test under the provisions of ASC 350. These indicators included the recent trading prices of the Company’s Class A Common Stock and the decrease in the Company’s market capitalization below the total amount of stockholders’ equity on its condensed consolidated balance sheet.

To perform step one of the interim goodwill impairment test, the Company utilized a discounted cash flow method to determine the fair value of reporting units. Management was required to make significant judgments based on the Company’s projected annual business plans, long-term business strategies, comparable store sales, store count, gross margins, operating expenses, working capital needs, capital expenditures and long-term growth rates; all considered in light of current and anticipated economic factors. Discount rates used in the analysis reflect a hypothetical market participant’s weighted average cost of capital, current market rates and the risks associated with the projected cash flows. Given the significant decline in the Company’s market capitalization during the second quarter of fiscal 2012, the Company increased the discount rates for each of its reporting units from those used in step one of its fiscal 2011 annual goodwill impairment test to better reflect the market participant’s perceived risk associated with the projected cash flows, which had the effect of decreasing the fair value of each of the reporting units. The Company also updated its estimated cash flows from those used in step

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

one of the fiscal 2011 annual goodwill impairment test to reflect the most recent strategic forecast, which resulted in, among other things, a decrease in the projected growth rates in store count and modifications to the projected growth rates in same-store sales.

Upon completion of step one of the interim goodwill impairment test, the Company determined that the fair values of its Australia, Canada and Europe reporting units were below their carrying values and, as a result, conducted step two of the interim goodwill impairment test to determine the implied fair value of goodwill for the Australia, Canada and Europe reporting units. The calculated fair value of the United States reporting unit significantly exceeded its carrying value. Therefore, step two of the interim goodwill impairment test was not required for the United States reporting unit.

The implied fair value of goodwill is determined in step two of the goodwill impairment test by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation used in a business combination and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. In the process of conducting the second step of the goodwill impairment test, the Company identified intangible assets consisting of trade names in its Australia, Canada and Europe reporting units. Additionally, the Company identified hypothetical unrecognized fair value changes to merchandise inventories, property and equipment, unfavorable leasehold interests and deferred income taxes. The combination of these hypothetical unrecognized intangible assets and other hypothetical unrecognized fair value changes to the carrying values of other assets and liabilities, together with the lower reporting unit fair values calculated in step one, resulted in an implied fair value of goodwill substantially below the carrying value of goodwill for the Australia, Canada and Europe reporting units. Accordingly, the Company recorded non-cash, non-tax deductible goodwill impairments for the 13 weeks ended October 27, 2012 of $107.1 million, $100.3 million and $419.6 million in its Australia, Canada and Europe reporting units, respectively, to reduce the carrying value of goodwill. There were no goodwill impairments recorded for the 13 and 39 weeks ended October 29, 2011.

Trade Name

As a result of the impairment indicators described above, during the third quarter of fiscal 2012, the Company also tested its long-lived assets for impairment and concluded that its Micromania trade name was impaired. As a result of the impairment test, the Company recorded a $44.9 million impairment for the 13 weeks ended October 27, 2012. There were no trade name impairments recorded for the 13 and 39 weeks ended October 29, 2011. The fair value of our Micromania trade name was calculated using a relief-from-royalty approach, which assumes the fair value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The basis for future cash flow projections are internal revenue forecasts, which the Company believes represent reasonable market participant assumptions, to which the selected royalty rate is applied. These future cash flows are discounted using the applicable discount rate, as well as any potential risk premium to reflect the inherent risk of holding a standalone intangible asset.

6.	Asset Impairments and Restructuring Charges

Asset Impairments

During the third quarter of fiscal 2012, the Company recorded impairments of definite-lived assets of $6.9 million, consisting primarily of the remaining net book value of assets for stores the Company is in the process of closing or that the Company has determined will not have sufficient cash flow on an undiscounted basis to cover the remaining net book value of assets recorded for that store. There were no asset impairments recorded for the 13 and 39 weeks ended October 29, 2011. The Company used a discounted cash flow method to estimate the

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

present value of net cash flows that the fixed asset or fixed asset group is expected to generate in determining its fair value. The key inputs to the discounted cash flow model generally included our forecasts of net cash generated from revenue, expenses and other significant cash outflows, such as capital expenditures, as well as an appropriate discount rate.

Restructuring Charges

During fiscal 2011, the Company announced a restructuring initiative related to the exit of certain markets in Europe and the closure of under-performing stores in the international segments, as well as the consolidation of European home office sites and back-office functions affecting our northern Europe and Spain operations. These restructuring charges were a result of management’s plan to rationalize the international store base and improve profitability. The termination benefits charges were associated with employee terminations and were recorded based on the fair value of the termination benefits as of the communication date. The facility closure and other costs were primarily associated with the remaining lease obligations on closed stores and were recorded based on fair value. The charges were included in selling, general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes the balance of accrued expenses related to the restructuring initiative and the changes in the accrued expenses as of and for the 13 weeks ended October 27, 2012 (in millions):


			Activity for the 13 Weeks Ended October 27, 2012
	Accrued Balance as of July 28, 2012		Charges		Cash Payments			Non-cash and Foreign Currency Changes			Accrued Balance as of October 27, 2012
Termination benefits	$	1.6	$	—	$	(0.3	)	$	—		$	1.3
Facility closure and other costs		1.6		—		(0.4	)		(1.2	)		—

Total	$	3.2	$	—	$	(0.7	)	$	(1.2	)	$	1.3

The following table summarizes the balance of accrued expenses related to the restructuring initiative and the changes in the accrued expenses as of and for the 39 weeks ended October 27, 2012 (in millions):


			Activity for the 39 Weeks Ended October 27, 2012
	Accrued Balance as of January 28, 2012		Charges		Cash Payments			Non-cash and Foreign Currency Changes			Accrued Balance as of October 27, 2012
Termination benefits	$	5.6	$	—	$	(4.3	)	$	—		$	1.3
Facility closure and other costs		3.9		—		(2.2	)		(1.7	)		—

Total	$	9.5	$	—	$	(6.5	)	$	(1.7	)	$	1.3

The balance is recorded as a current liability within accrued liabilities on the Company’s condensed consolidated balance sheets.

Debt

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

assets. The Company has the ability to increase the facility, which matures in January 2016, by $150 million under certain circumstances. The extension of the Revolver to ~~January~~ 2016 reduces our exposure to potential tightening or other adverse changes in the credit markets.

The availability under the Revolver is limited to a borrowing base which allows the Company to borrow up to 90% of the appraisal value of the inventory, in each case plus 90% of eligible credit card receivables, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value. The Company’s ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain circumstances, including if Revolver excess availability is less than 20%, or is projected to be within 12 months after such payment. In addition, if Revolver usage is projected to be equal to or greater than 25% of the borrowing base during the prospective 12-month period, the Company is subject to meeting a fixed charge coverage ratio of 1.1:1.0 prior to making such payments. In the event that excess availability under the Revolver is at any time less than the greater of (1) $40.0 million or (2) 12.5% of the lesser of the total commitment or the borrowing base, the Company will be subject to a fixed charge coverage ratio covenant of 1.1:1.0.

The Revolver places certain restrictions on the Company and its subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from its lenders, the Company may not incur more than $750 million of additional unsecured indebtedness to be limited to $250 million in general unsecured obligations and $500 million in unsecured obligations to finance acquisitions valued at $500 million or more. The per annum interest rate under the Revolver is variable and is calculated by applying a margin (1) for prime rate loans of 1.25% to 1.50% above the highest of (a) the prime rate of the administrative agent, (b) the federal funds effective rate plus 0.50% or (c) the ~~LIBO~~London Interbank Offered (“LIBO”) rate for a 30-day interest period as determined on such day plus 1.00%, and (2) for LIBO rate loans of 2.25% to 2.50% above the LIBO rate. The applicable margin is determined quarterly as a function of the ~~Company’s~~Company's average daily excess availability under the facility. In addition, the Company is required to pay a commitment fee of 0.375% or 0.50%, depending on facility usage, for any unused portion of the total commitment under the Revolver. As of October ~~29, 2011,~~27, 2012, the applicable margin was 1.25% for prime rate loans and 2.25% for LIBO rate loans, while the required commitment fee was 0.50% for the unused portion of the Revolver.

The Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, any material representation or warranty made by the Company or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting the Company or its subsidiaries, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of the Company or certain of its subsidiaries. During the 39 weeks ended October 27, 2012, the Company borrowed and repaid $81.0 million under the Revolver. During the 39 weeks ended October 29, 2011, the Company borrowed and repaid $35.0 million under the Revolver. As of October ~~29, 2011,~~27, 2012, total availability under the Revolver was $391.0 million, there were no borrowings outstanding ~~under the Revolver~~ and letters of credit outstanding totaled ~~$8.8~~$9.0 million.

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Line of Credit and Bank of America may withdraw the facility at any time without notice. The Line of Credit ~~will be made~~is available to the Company’s foreign subsidiaries for use primarily as a bank overdraft facility for short-term liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of October ~~29, 2011,~~27, 2012, there were no cash overdrafts outstanding under the Line of Credit of $0.6 million and bank guarantees outstanding ~~totaled $5.7~~of $4.6 million.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(the “Senior Notes” and, together with the Senior Floating Rate Notes, the “Notes”). The Notes were issued under an ~~Indenture,~~indenture, dated September 28, 2005, ~~(the “Indenture”),~~ by and among the Issuers, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee. In November 2006, Wilmington Trust Company was appointed as the new trustee for the Notes (the “Trustee”).

The Senior Notes ~~bear~~bore interest at 8.0% per annum, were to mature on October 1, 2012 and were priced at 98.688%, resulting in a discount at the time of issue of $8.5 million. The discount ~~is being~~was amortized using the effective interest method. ~~As of October 29, 2011, the unamortized original issue discount was $0.3 million.~~ The Issuers ~~pay~~paid interest on the Senior Notes semi-annually, in arrears, every April 1 and October 1, to holders of record on the immediately preceding March 15 and September ~~15, and at maturity.~~

The Indenture contains affirmative and negative covenants customary for such financings, including, among other things, limitations on (1) the incurrence of additional debt, (2) restricted payments, (3) liens, (4) sale and leaseback transactions and (5) asset sales. The debt limitation under the Indenture does not provide an effective restriction on the amount the Company may borrow under current or foreseeable circumstances. Events of default provided for in the Indenture include, among other things, failure to pay interest or principal on the Notes, other breaches of covenants in the Indenture, and certain events of bankruptcy and insolvency. As of October 29, 2011, the Company was in compliance with all covenants associated with the Revolver and the Indenture.

Under certain conditions, the Issuers may on any one or more occasions prior to maturity redeem up to 100% of the aggregate principal amount of Senior Notes issued under the Indenture at redemption prices at or in excess of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date. The circumstances which would limit the percentage of the Notes which may be redeemed or which would require the Company to pay a premium in excess of 100% of the principal amount are defined in the Indenture. Upon a Change of Control (as defined in the Indenture), the Issuers are required to offer to purchase all of the Notes then outstanding at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The Issuers may acquire Senior Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture.

15. Between May 2006 and ~~October 2010,~~December 2011, the Company repurchased and redeemed the $300 million of Senior Floating Rate Notes and ~~$400~~the $650 million of Senior Notes under previously announced buybacks authorized by the Company’s Board of Directors. The repurchased Notes were delivered to the Trustee for cancellation. ~~The associated loss on the retirement of debt was $6.0 million for~~For the 39-week period ~~ended October 30, 2010, which consisted of the premium paid to retire the Notes and the write-off of deferred financing fees and original issue discount on the retired Senior Notes.~~

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

amount of debt or share repurchases will be determined by the Company’s management based on their evaluation of market conditions and other factors. In addition, repurchases may be suspended or discontinued at any time. As ofending October 29, 2011, the Company has repurchased $194.9 million of common stock, representing 9.2 million shares at an average purchase price of $21.16 per share, and $125.0 million of the Senior Notes, leaving $180.1 million remaining under the February 2011 authorization. Theredeemed $125.0 million of Senior Notes, ~~were retired~~which occurred on October 1, 2011. The associated loss on the retirement of debt was $0.6 million for the 39-week period ended October 29, 2011, which consisted of the write-off of deferred financing fees and original issue discount on the retired Senior Notes.

As of October 29, 2011, there was no long-term debt outstanding and short-term debt consisted of the $125.0 million in Senior Notes ~~maturing~~that were to mature on October 1, 2012, gross of the unamortized original issue discount of $0.3 million. As of ~~October 30, 2010, the only long-term debt outstanding was~~January 28, 2012, the Senior ~~Notes.~~Notes had been fully redeemed.

6.8.	Income Taxes

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Internal Revenue Service (“IRS”) is currently examining the Company’s U.S. income tax returns for fiscal years ended January 30, 2010, January 31, 2009, February 2, 2008 and February 3, 2007. The Company does not anticipate any adjustments that would result in a material impact on its condensed consolidated financial statements as a result of these audits. The Company is no longer subject to U.S. federal income tax examination by the ~~Internal Revenue Service~~IRS for years before and including the fiscal year ended January 28, 2006.

We accrue for the effects of uncertain tax positions and the related potential penalties and interest. ~~The~~There were no net ~~decrease~~material adjustments to our recorded liability for unrecognized tax benefits during the 13 and 39 weeks ended October ~~29, 2011 was attributable to the closure of open tax years and the settlement of open audits.~~27, 2012. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of our unrecognized tax positions could significantly increase or decrease during the next 12 months. At this time, an estimate of the range of the reasonably possible outcomes cannot be made.

The income tax provisions for the 13 weeks and 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011 are based upon management’s estimate of the Company’s annualized effective income tax rate. The change in the effective income tax rate was primarily due to the recognition of the goodwill impairment charge that is not tax deductible and the recording of valuation allowances against certain deferred tax assets.

7.	~~Certain Relationships and Related Transactions~~

The Company has various relationships with Barnes & Noble, Inc. (“Barnes & Noble”), a related party through a common stockholder who is the Chairman of the Board of Directors of Barnes & Noble and was a member of the Company’s Board of Directors until June 2011. The Company operates departments within eight bookstores operated by Barnes & Noble, whereby the Company pays a license fee to Barnes & Noble on the gross sales of such departments. Additionally, until April 30, 2011,~~www.gamestop.com~~ ~~was the exclusive specialty video game retailer listed onwww.bn.com, Barnes & Noble’s e-commerce site, whereby the Company paid a fee to Barnes & Noble for sales of video game or PC entertainment products sold throughwww.bn.com.~~ The Company also continues to incur costs related to its participation in Barnes & Noble’s workers’ compensation, property and general liability insurance programs prior to June 2005. During both of the 13-week periods ended October 29, 2011 and October 30, 2010, these charges amounted to $0.2 million. During the 39 weeks ended October 29, 2011 and October 30, 2010, these charges amounted to $0.7 million and $0.8 million, respectively.

8.9.	Commitments and Contingencies

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

agreements, if it believes settlement is in the best interest of the Company’s stockholders. Management does not believe that any such existing legal proceedings or settlements, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.10.

Significant Products

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


	13 Weeks Ended										39 Weeks Ended										13 Weeks Ended										39 Weeks Ended
	October 29, 2011					October 30, 2010					October 29, 2011					October 30, 2010					October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011
	Sales		Percent of Total			Sales		Percent of Total			Sales		Percent of Total			Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total
	(In millions)
	(Unaudited)
Sales:
Net Sales:
New video game hardware	$	277.6		14.3	%	$	276.0		14.5	%	$	985.6		16.5	%	$	938.5		16.2	%	$	184.8		10.4	%	$	277.6		14.3	%	$	716.6		13.4	%	$	985.6		16.5	%
New video game software		879.1		45.1	%		839.1		44.2	%		2,393.6		40.1	%		2,375.3		41.1	%		769.8		43.4	%		879.1		45.1	%		1,974.7		37.1	%		2,393.6		40.1	%
Used video game products		544.5		28.0	%		528.0		27.8	%		1,802.6		30.2	%		1,664.3		28.8	%		496.3		28.0	%		544.5		28.0	%		1,677.7		31.5	%		1,802.6		30.2	%
Other		245.6		12.6	%		256.1		13.5	%		790.1		13.2	%		802.8		13.9	%		321.9		18.2	%		245.6		12.6	%		956.2		18.0	%		790.1		13.2	%

Total	$	1,946.8		100.0	%	$	1,899.2		100.0	%	$	5,971.9		100.0	%	$	5,780.9		100.0	%	$	1,772.8		100.0	%	$	1,946.8		100.0	%	$	5,325.2		100.0	%	$	5,971.9		100.0	%

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
	October 29, 2011					October 30, 2010					October 29, 2011					October 30, 2010
	Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			13 Weeks Ended										39 Weeks Ended
								(In millions)													October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011
								(Unaudited)													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	$	22.9		8.2	%	$	21.7		7.9	%	$	73.8		7.5	%	$	68.7		7.3	%	$	18.8		10.2	%	$	22.9		8.2	%	$	58.1		8.1	%	$	73.8		7.5	%
New video game software		194.1		22.1	%		182.4		21.7	%		500.9		20.9	%		498.6		21.0	%		174.9		22.7	%		194.1		22.1	%		432.6		21.9	%		500.9		20.9	%
Used video game products		250.3		46.0	%		250.2		47.4	%		842.7		46.7	%		784.7		47.1	%		239.9		48.3	%		250.3		46.0	%		813.7		48.5	%		842.7		46.7	%
Other		105.6		43.0	%		92.0		35.9	%		318.9		40.4	%		281.9		35.1	%		123.8		38.5	%		105.6		43.0	%		372.2		38.9	%		318.9		40.4	%

Total	$	572.9		29.4	%	$	546.3		28.8	%	$	1,736.3		29.1	%	$	1,633.9		28.3	%	$	557.4		31.4	%	$	572.9		29.4	%	$	1,676.6		31.5	%	$	1,736.3		29.1	%

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~10.~~11.

Segment Information

The Company operates its business in the following segments: United States, Canada, Australia and Europe. Segment results for the United States include retail operations in all 50 states, the District of Columbia, Guam and Puerto Rico, the electronic commerce Web sitewww.gamestop.com,Game Informer magazine, the online video gaming Web sitewww.kongregate.com, a digital PC game distribution platform available atwww.gamestop.com/pcgames~~and~~, the streaming technology company Spawn ~~Labs.~~Labs, and an online consumer electronics marketplace available atwww.buymytronics.com. Segment results for Canada include retail and e-commerce operations in Canada and segment results for Australia include retail and e-commerce operations in Australia and New Zealand. Segment results for Europe for the 39-week period ended October 27, 2012 include retail store operations in 11 European countries and e-commerce operations in six countries. Segment results for Europe for the 39-week period ended October 29, 2011 include retail store operations in 13 European countries and e-commerce operations in ~~six~~five countries. The Company measures segment profit using operating earnings, which is defined as income (loss) from continuing operations before intercompany royalty fees, net

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

interest expense and income taxes. ~~There~~Other than the goodwill and trade name impairments discussed in Note 5,Goodwill and Intangible Assets, there has been no material change in total assets by segment since January ~~29, 2011.~~28, 2012. Transactions between reportable segments consist primarily of royalties, management fees, intersegment loans and related interest. Information on segments appears in the following tables:

Net sales by operating segment were as follows (in millions):


	13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
	October 29, 2011		October 30, 2010		October 29, 2011			October 30, 2010		October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
			(In millions)
			(Unaudited)
Sales by operating segment were as follows:
United States	$	1,311.3	$	1,300.3	$	4,169.0		$	4,112.0	$	1,204.3	$	1,311.3	$	3,722.1	$	4,169.0
Canada		108.0		109.5		303.9			307.4		101.3		108.0		275.8		303.9
Australia		128.7		117.9		385.6			344.3		125.7		128.7		361.1		385.6
Europe		398.8		371.5		1,113.4			1,017.2		341.5		398.8		966.2		1,113.4

Total	$	1,946.8	$	1,899.2	$	5,971.9		$	5,780.9	$	1,772.8	$	1,946.8	$	5,325.2	$	5,971.9

Segment operating earnings (loss) were as follows:
United States	$	67.5	$	70.3	$	256.8		$	260.7
Canada		2.7		3.8		1.1			7.6
Australia		3.6		6.8		10.8			14.3
Europe		8.8		11.9		(1.3	)		4.3

Total	$	82.6	$	92.8	$	267.4		$	286.9

Segment operating earnings (loss) were as follows (in millions):


	13 Weeks Ended					39 Weeks Ended
	October 27, 2012			October 29, 2011		October 27, 2012			October 29, 2011
United States	$	51.1		$	67.5	$	206.8		$	256.8
Canada		(96.1	)		2.7		(93.2	)		1.1
Australia		(102.6	)		3.6		(100.3	)		10.8
Europe		(455.9	)		8.8		(467.2	)		(1.3	)

Total	$	(603.5	)	$	82.6	$	(453.9	)	$	267.4

~~11.~~12.

Supplemental Cash Flow Information

   39 Weeks Ended
   October 29,
2011    October 30,
2010
   (In millions)
   (Unaudited)
Cash paid during the period for:

Interest
   $ 21.6       $ 36.2




Income taxes
   $ 183.3       $ 150.9




Other non-cash financing activities:

Treasury stock repurchases settled in Nov. 2010
   $ —       $ 4.2

~~12.~~

~~Consolidating Financial Statements~~

As described in Note 5, in September 2005, the Company, along with GameStop, Inc. as co-issuer, completed the offering of the Notes. The direct and indirect U.S. wholly-owned subsidiaries of the Company, excluding GameStop, Inc., as co-issuer, have guaranteed the Senior Notes on a senior unsecured basis with unconditional guarantees.

The following condensed consolidating financial statements present the financial position as of October 29, 2011, October 30, 2010 and January 29, 2011 and results of operations for the 13 and 39 weeks ended October 29, 2011 and October 30, 2010 and cash flows for the 39 weeks ended October 29, 2011 and October 30, 2010 of the Company’s guarantor and non-guarantor subsidiaries.

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Balance Sheet~~

Issuers and
Guarantor
Subsidiaries
October 29,
2011 Non-Guarantor
Subsidiaries
October 29,
2011 Eliminations Consolidated
October 29,
2011

(Amounts in millions, except per share amounts)
(Unaudited)

ASSETS:
Current assets:

Cash and cash equivalents
$ 167.1    $ 275.5    $ —    $ 442.6
Receivables, net
171.7    631.4    (745.0 ) 58.1
Merchandise inventories, net
1,074.4    703.9    —    1,778.3
Deferred income taxes — current
26.7    3.7    —    30.4
Prepaid taxes
5.1    19.8    —    24.9
Prepaid expenses
43.1    44.8    —    87.9
Other current assets
10.2    3.7    —    13.9

Total current assets
1,498.3    1,682.8    (745.0 ) 2,436.1

Property and equipment:

Land
4.7    20.3    —    25.0
Buildings and leasehold improvements
323.8    289.4    —    613.2
Fixtures and equipment
704.5    161.7    —    866.2

Total property and equipment
1,033.0    471.4    —    1,504.4
Less accumulated depreciation and amortization
655.1    246.4    —    901.5

Net property and equipment
377.9    225.0    —    602.9
Investment
2,213.6    596.4    (2,810.0 ) —
Goodwill, net
1,150.7    909.6    —    2,060.3
Other intangible assets
23.3    246.9    —    270.2
Other noncurrent assets
25.4    37.7    —    63.1

Total noncurrent assets
3,790.9    2,015.6    (2,810.0 ) 2,996.5

Total assets
$ 5,289.2    $ 3,698.4    $ (3,555.0 ) $ 5,432.6

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:

Accounts payable
$ 951.1    $ 513.2    $ —    $ 1,464.3
Accrued liabilities
1,125.8    329.0    (745.0 ) 709.8
Senior notes payable, current portion, net
124.7    —    —    124.7

Total current liabilities
2,201.6    842.2    (745.0 ) 2,298.8

Deferred taxes
40.1    26.9    —    67.0
Other long-term liabilities
85.9    19.4    —    105.3

Total long-term liabilities
126.0    46.3    —    172.3

Total liabilities
2,327.6    888.5    (745.0 ) 2,471.1

Stockholders’ equity:

Preferred stock — authorized 5.0 shares; no shares issued or outstanding
—    —    —    —
Class A common stock — $.001 par value; authorized 300.0 shares; 138.4 shares outstanding
0.1    —    —    0.1
Additional paid-in-capital
760.5    2,450.2    (2,448.7 ) 762.0
Accumulated other comprehensive income
230.0    82.9    (82.9 ) 230.0
Retained earnings
1,971.0    278.4    (278.4 ) 1,971.0

Equity attributable to GameStop Corp. stockholders
2,961.6    2,811.5    (2,810.0 ) 2,963.1
Equity (deficit) attributable to noncontrolling interest
—    (1.6 ) —    (1.6 )

Total equity
2,961.6    2,809.9    (2,810.0 ) 2,961.5

Total liabilities and stockholders’ equity
$ 5,289.2    $ 3,698.4    $ (3,555.0 ) $ 5,432.6

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Balance Sheet~~

   Issuers and
Guarantor
Subsidiaries
October 30,
2010 Non-Guarantor
Subsidiaries
October 30,
2010 Eliminations Consolidated
October 30,
2010

(Amounts in millions, except per share amounts)
(Unaudited)

ASSETS:
Current assets:

Cash and cash equivalents
   $ 45.5    $ 135.6    $ —    $ 181.1
Receivables, net
   122.5    631.2    (694.9 ) 58.8
Merchandise inventories, net
   1,290.2    652.2    —    1,942.4
Deferred income taxes — current
   18.2    3.6    —    21.8
Prepaid taxes
   (7.5 ) 19.0    —    11.5
Prepaid expenses
   40.4    30.3    —    70.7
Other current assets
   6.0    7.8    —    13.8


Total current assets
   1,515.3    1,479.7    (694.9 ) 2,300.1


Property and equipment:

Land
   4.7    19.6    —    24.3
Buildings and leasehold improvements
   316.7    248.2    —    564.9
Fixtures and equipment
   630.1    155.7    —    785.8


Total property and equipment
   951.5    423.5    —    1,375.0
Less accumulated depreciation and amortization
   564.3    204.6    —    768.9


Net property and equipment
   387.2    218.9    —    606.1
Investment
   2,122.7    595.0    (2,717.7 ) —
Goodwill, net
   1,125.1    879.5    —    2,004.6
Other intangible assets
   12.0    251.2    —    263.2
Other noncurrent assets
   7.0    34.1    —    41.1


Total noncurrent assets
   3,654.0    1,978.7    (2,717.7 ) 2,915.0


Total assets
   $ 5,169.3    $ 3,458.4    $ (3,412.6 ) $ 5,215.1


LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:

Accounts payable
   $ 1,084.6    $ 430.0    $ —    $ 1,514.6
Accrued liabilities
   995.1    264.1    (694.9 ) 564.3


Total current liabilities
   2,079.7    694.1    (694.9 ) 2,078.9


Senior notes payable, long-term portion, net
   248.9    —    —    248.9
Deferred taxes
   (13.9 ) 31.9    —    18.0
Other long-term liabilities
   84.0    16.1    —    100.1


Total long-term liabilities
   319.0    48.0    —    367.0


Total liabilities
   2,398.7    742.1    (694.9 ) 2,445.9


Stockholders’ equity:

Preferred stock — authorized 5.0 shares; no shares issued or outstanding
   —    —    —    —
Class A common stock — $.001 par value; authorized 300.0 shares; 151.4 shares outstanding
   0.2    —    —    0.2
Additional paid-in-capital
   1,034.8    2,427.3    (2,427.3 ) 1,034.8
Accumulated other comprehensive income
   167.6    42.9    (42.9 ) 167.6
Retained earnings
   1,568.0    247.5    (247.5 ) 1,568.0


Equity attributable to GameStop Corp. stockholders
   2,770.6    2,717.7    (2,717.7 ) 2,770.6
Equity (deficit) attributable to noncontrolling interest
   —    (1.4 ) —    (1.4 )


Total equity
   2,770.6    2,716.3    (2,717.7 ) 2,769.2


Total liabilities and stockholders’ equity
   $ 5,169.3    $ 3,458.4    $ (3,412.6 ) $ 5,215.1

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Balance Sheet~~

Issuers and
Guarantor
Subsidiaries
January 29,
2011 Non-Guarantor
Subsidiaries
January 29,
2011 Eliminations Consolidated
January 29,
2011
(Amounts in millions, except per share amounts)
ASSETS:
Current assets:

Cash and cash equivalents
$ 378.7    $ 332.1    $ —    $ 710.8
Receivables, net
161.3    629.8    (725.6 ) 65.5
Merchandise inventories, net
783.4    474.1    —    1,257.5
Deferred income taxes — current
24.4    4.4    —    28.8
Prepaid expenses
40.5    35.2    —    75.7
Other current assets
10.1    6.4    —    16.5

Total current assets
1,398.4    1,482.0    (725.6 ) 2,154.8

Property and equipment:

Land
4.7    19.3    —    24.0
Buildings and leasehold improvements
323.3    253.9    —    577.2
Fixtures and equipment
663.9    153.9    —    817.8

Total property and equipment
991.9    427.1    —    1,419.0
Less accumulated depreciation and amortization
595.2    210.0    —    805.2

Net property and equipment
396.7    217.1    —    613.8
Investment
2,161.4    595.1    (2,756.5 ) —
Goodwill, net
1,125.1    871.2    —    1,996.3
Other intangible assets
11.4    243.2    —    254.6
Other noncurrent assets
10.8    33.5    —    44.3

Total noncurrent assets
3,705.4    1,960.1    (2,756.5 ) 2,909.0

Total assets
$ 5,103.8    $ 3,442.1    $ (3,482.1 ) $ 5,063.8

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:

Accounts payable
$ 725.7    $ 302.4    $ —    $ 1,028.1
Accrued liabilities
1,047.7    334.9    (725.6 ) 657.0
Taxes payable
63.3    (0.6 ) —    62.7

Total current liabilities
1,836.7    636.7    (725.6 ) 1,747.8

Senior notes payable, long-term portion, net
249.0    —    —    249.0
Deferred taxes
40.5    34.4    —    74.9
Other long-term liabilities
80.3    15.9    —    96.2

Total long-term liabilities
369.8    50.3    —    420.1

Total liabilities
2,206.5    687.0    (725.6 ) 2,167.9

Stockholders’ equity:

Preferred stock — authorized 5.0 shares; no shares issued or outstanding
—    —    —    —
Class A common stock — $.001 par value; authorized 300.0 shares; 146.0 shares outstanding
0.1    —    —    0.1
Additional paid-in-capital
928.9    2,430.7    (2,430.7 ) 928.9
Accumulated other comprehensive income (loss)
162.5    34.4    (34.4 ) 162.5
Retained earnings
1,805.8    291.4    (291.4 ) 1,805.8

Equity attributable to GameStop Corp. stockholders
2,897.3    2,756.5    (2,756.5 ) 2,897.3
Equity (deficit) attributable to noncontrolling interest
—    (1.4 ) —    (1.4 )

Total equity
2,897.3    2,755.1    (2,756.5 ) 2,895.9

Total liabilities and stockholders’ equity
$ 5,103.8    $ 3,442.1    $ (3,482.1 ) $ 5,063.8

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Operations~~

For the 13 Weeks Ended October 29, 2011
   Issuers and
Guarantor
Subsidiaries
October 29,
2011 Non-Guarantor
Subsidiaries
October 29,
2011 Eliminations Consolidated
October 29, 2011

(Amounts in millions)
(Unaudited)

Sales
   $ 1,311.3    $ 635.5    $ —    $ 1,946.8
Cost of sales
   915.5    458.4    —    1,373.9


Gross profit
   395.8    177.1    —    572.9
Selling, general and administrative expenses
   296.2    147.1    —    443.3
Depreciation and amortization
   31.8    15.2    —    47.0


Operating earnings
   67.8    14.8    —    82.6
Interest income
   (8.8 ) (5.4 ) 14.0    (0.2 )
Interest expense
   4.9    14.5    (14.0 ) 5.4
Debt extinguishment expense
   0.6    —    —    0.6


Earnings before income tax expense
   71.1    5.7    —    76.8
Income tax expense
   20.9    2.2    —    23.1


Consolidated net income
   50.2    3.5    —    53.7
Net loss attributable to noncontrolling interests
   —    0.2    —    0.2


Consolidated net income attributable to GameStop
   $ 50.2    $ 3.7    $ —    $ 53.9

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Operations~~

For the 13 Weeks Ended October 30, 2010
   Issuers and
Guarantor
Subsidiaries
October 30,
2010 Non-Guarantor
Subsidiaries
October 30,
2010 Eliminations Consolidated
October 30, 2010

(Amounts in millions)
(Unaudited)

Sales
   $ 1,300.3    $ 598.9    $ —    $ 1,899.2
Cost of sales
   921.6    431.3    —    1,352.9


Gross profit
   378.7    167.6    —    546.3
Selling, general and administrative expenses
   277.7    131.1    —    408.8
Depreciation and amortization
   29.5    15.2    —    44.7


Operating earnings
   71.5    21.3    —    92.8
Interest income
   (8.6 ) (4.0 ) 12.3    (0.3 )
Interest expense
   9.7    12.6    (12.3 ) 10.0
Debt extinguishment expense
   6.0    —    —    6.0


Earnings before income tax expense
   64.4    12.7    —    77.1
Income tax expense
   18.7    4.1    —    22.8


Consolidated net income
   45.7    8.6    —    54.3
Net loss attributable to noncontrolling interests
   —    0.4    —    0.4


Consolidated net income attributable to GameStop
   $ 45.7    $ 9.0    $ —    $ 54.7

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Operations~~

For the 39 Weeks Ended October 29, 2011
Issuers and
Guarantor
Subsidiaries
October 29,
2011 Non-Guarantor
Subsidiaries
October 29,
2011 Eliminations Consolidated
October 29,
2011

(Amounts in millions)
(Unaudited)

Sales
$ 4,169.0    $ 1,802.9    $ —    $ 5,971.9
Cost of sales
2,938.3    1,297.3    —    4,235.6

Gross profit
1,230.7    505.6    —    1,736.3
Selling, general and administrative expenses
878.2    450.3    —    1,328.5
Depreciation and amortization
94.5    45.9    —    140.4

Operating earnings
258.0    9.4    —    267.4
Interest income
(27.4 ) (15.2 ) 41.9    (0.7 )
Interest expense
17.3    43.1    (41.9 ) 18.5
Debt extinguishment expense
0.6    —    —    0.6

Earnings (loss) before income tax expense
267.5    (18.5 ) —    249.0
Income tax expense (benefit)
89.4    (4.6 ) —    84.8

Consolidated net income (loss)
178.1    (13.9 ) —    164.2
Net loss attributable to noncontrolling interests
—    1.0    —    1.0

Consolidated net income (loss) attributable to GameStop
$ 178.1    $ (12.9 ) $ —    $ 165.2

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Operations~~

For the 39 Weeks Ended October 30, 2010
Issuers and
Guarantor
Subsidiaries
October 30,
2010 Non-Guarantor
Subsidiaries
October 30,
2010 Eliminations Consolidated
October 30,
2010

(Amounts in millions)
(Unaudited)

Sales
$ 4,111.6    $ 1,669.3    $ —    $ 5,780.9
Cost of sales
2,936.4    1,210.6    —    4,147.0

Gross profit
1,175.2    458.7    —    1,633.9
Selling, general and administrative expenses
826.1    391.5    —    1,217.6
Depreciation and amortization
84.4    45.0    —    129.4

Operating earnings
264.7    22.2    —    286.9
Interest income
(26.3 ) (11.8 ) 36.8    (1.3 )
Interest expense
29.7    37.7    (36.8 ) 30.6
Debt extinguishment expense
6.0    —    —    6.0

Earnings (loss) before income tax expense
255.3    (3.7 ) —    251.6
Income tax expense (benefit)
90.8    (8.2 ) —    82.6

Consolidated net income
164.5    4.5    —    169.0
Net loss attributable to noncontrolling interests
—    1.2    —    1.2

Consolidated net income attributable to GameStop
$ 164.5    $ 5.7    $ —    $ 170.2

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Cash Flows~~

For the 39 Weeks Ended October 29, 2011
Issuers and
Guarantor
Subsidiaries
October 29,
2011 Non-Guarantor
Subsidiaries
October 29,
2011 Eliminations Consolidated
October 29,
2011

(Amounts in millions)
(Unaudited)

Cash flows from operating activities:

Consolidated net income (loss)
$ 178.1    $ (13.9 ) $ —    $ 164.2
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:

Depreciation and amortization (including amounts in cost of sales)
96.1    46.0    —    142.1
Amortization and retirement of deferred financing fees and issue discounts
2.3    —    —    2.3
Stock-based compensation expense
14.5    —    —    14.5
Deferred income taxes
(2.7 ) (7.8 ) —    (10.5 )
Excess tax expense realized from exercise of stock-based awards
0.2    —    —    0.2
Loss on disposal of property and equipment
4.4    5.1    —    9.5
Changes in other long-term liabilities
(1.5 ) 2.8    —    1.3
Changes in operating assets and liabilities, net:

Receivables, net
3.8    4.7    —    8.5
Merchandise inventories
(303.8 ) (198.6 ) —    (502.4 )
Prepaid expenses and other current assets
(2.3 ) (5.5 ) —    (7.8 )
Prepaid income taxes and accrued income taxes payable
(68.3 ) (19.7 ) —    (88.0 )
Accounts payable and accrued liabilities
311.7    165.4    —    477.1

Net cash flows provided by (used in) operating activities
232.5    (21.5 ) —    211.0

Cash flows from investing activities:

Purchase of property and equipment
(85.2 ) (42.1 ) —    (127.3 )
Acquisitions, net of cash acquired
(27.9 ) —    —    (27.9 )
Other
(3.4 ) (4.2 ) —    (7.6 )

Net cash flows used in investing activities
(116.5 ) (46.3 ) —    (162.8 )

Cash flows from financing activities:

Repurchase of notes payable
(125.0 ) —    —    (125.0 )
Purchase of treasury shares
(216.9 ) —    —    (216.9 )
Borrowings from the revolver
35.0    —    —    35.0
Repayments of revolver borrowings
(35.0 ) —    —    (35.0 )
Issuance of shares relating to stock options
14.5    —    —    14.5
Excess tax expense realized from exercise of stock-based awards
(0.2 ) —    —    (0.2 )

Net cash flows used in financing activities
(327.6 ) —    —    (327.6 )

Exchange rate effect on cash and cash equivalents
—    11.2    —    11.2

Net decrease in cash and cash equivalents
(211.6 ) (56.6 ) —    (268.2 )
Cash and cash equivalents at beginning of period
378.7    332.1    —    710.8

Cash and cash equivalents at end of period
$ 167.1    $ 275.5    $ —    $ 442.6

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~GameStop Corp.~~

~~Condensed Consolidating Statement of Cash Flows~~

For the 39 Weeks Ended October 30, 2010
Issuers and
Guarantor
Subsidiaries
October 30,
2010 Non-Guarantor
Subsidiaries
October 30,
2010 Eliminations Consolidated
October 30,
2010

(Amounts in millions)
(Unaudited)

Cash flows from operating activities:

Consolidated net income
$ 164.5    $ 4.5    $ —    $ 169.0
Adjustments to reconcile net income to net cash flows used in operating activities:

Depreciation and amortization (including amounts in cost of sales)
85.7    45.2    —    130.9
Amortization and retirement of deferred financing fees and issue discounts
4.3    —    —    4.3
Stock-based compensation expense
22.1    —    —    22.1
Deferred income taxes
(0.3 ) (8.2 ) —    (8.5 )
Excess tax benefits realized from exercise of stock-based awards
(18.4 ) —    —    (18.4 )
Loss on disposal of property and equipment
1.9    2.5    —    4.4
Changes in other long-term liabilities
4.1    (7.6 ) —    (3.5 )
Changes in operating assets and liabilities, net:

Receivables, net
5.8    1.2    —    7.0
Merchandise inventories
(720.0 ) (153.2 ) —    (873.2 )
Prepaid expenses and other current assets
(2.5 ) 0.2    —    (2.3 )
Prepaid income taxes and accrued income taxes payable
(46.1 ) (7.7 ) —    (53.8 )
Accounts payable and accrued liabilities
491.4    46.3    —    537.7

Net cash flows used in operating activities
(7.5 ) (76.8 ) —    (84.3 )

Cash flows from investing activities:

Purchase of property and equipment
(103.3 ) (38.3 ) —    (141.6 )
Acquisitions, net of cash acquired
(38.1 ) —    —    (38.1 )
Other
(0.3 ) (3.6 ) —    (3.9 )

Net cash flows used in investing activities
(141.7 ) (41.9 ) —    (183.6 )

Cash flows from financing activities:

Repurchase of notes payable
(200.0 ) —    —    (200.0 )
Purchase of treasury shares
(286.8 ) —    —    (286.8 )
Issuance of shares relating to stock options
10.1    —    —    10.1
Excess tax benefits realized from exercise of stock-based awards
18.4    —    —    18.4

Net cash flows used in financing activities
(458.3 ) —    —    (458.3 )

Exchange rate effect on cash and cash equivalents
—    1.9    —    1.9

Net decrease in cash and cash equivalents
(607.5 ) (116.8 ) —    (724.3 )
Cash and cash equivalents at beginning of period
653.0    252.4    —    905.4

Cash and cash equivalents at end of period
$ 45.5    $ 135.6    $ —    $ 181.1


	39 Weeks Ended
	October 27, 2012		October 29, 2011
Cash paid (in millions) during the period for:
Interest	$	1.9	$	21.9

Income taxes	$	211.5	$	183.3

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.	Subsequent Events

Dividend

On November ~~15, 2011,~~13, 2012, the Board of Directors of the Company approved a quarterly cash dividend to its stockholders of $0.25 per share of Class A Common Stock payable on December 12, 2012 to stockholders of record at the close of business on November 28, 2012. Future dividends will be subject to approval by the Board of Directors of the Company.

Share Repurchase

On November 13, 2012, the Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s ~~common stock and/or retire~~Class A Common Stock, replacing the ~~Company’s Senior Notes. This authorization replaces the $500~~remaining $241.6 million ~~authorization announced in February 2011, which had $180.1 million remaining at the time of the new~~ authorization. Under the new repurchase program, the Company may purchase the Company’s Senior Notes and/or shares of issued and outstanding common stock through open market purchases, debt calls or privately negotiated transactions. The timing and actual amount of debt or share repurchases will be determined by the Company’s management based on their evaluation of market conditions and other factors. In addition, repurchases may be suspended or discontinued at any time.

As of November ~~23, 2011,~~28, 2012, the Company has purchased an additional ~~2.0~~0.1 million shares of its Class A Common Stock for an average price per share of $22.38. Additionally, on November 15, 2011, at the direction of the Company, the Trustee, under the Indenture, gave notice to the holders of the Senior Notes that on December 16, 2011 (the “Redemption Date”), the Company will redeem all of the remaining Senior Notes outstanding, in an aggregate principal amount of $125.0 million, pursuant to the Indenture’s optional redemption provisions. The redemption price for the redeemed Senior Notes will be 100% of the principal amount plus all accrued and unpaid interest to the Redemption Date.$25.88 since October 27, 2012.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the information contained in our condensed consolidated financial statements, including the notes thereto. Statements regarding future economic performance, management’s plans and objectives, and any statements concerning assumptions related to the foregoing contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. Certain factors, which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear in GameStop’s Annual Report on Form 10-K for the fiscal year ended January ~~29, 2011~~28, 2012 filed with the Securities and Exchange Commission (the “SEC”) on March ~~30, 2011~~27, 2012 (the “Form 10-K”), including the factors disclosed under “Item 1A. Risk Factors.”

General

GameStop Corp. (together with its predecessor companies, “GameStop,” “we,” “us,” “our,” or the “Company”) is the world’s largest multichannel video game retailer. We sell new and used video game hardware, physical and digital video game software, accessories, as well as PC entertainment software and other ~~merchandise.~~merchandise primarily through our GameStop, EB Games and Micromania stores. As of October ~~29, 2011, GameStop’s retail network and family of brands include 6,627 Company-operated~~27, 2012, we operated 6,650 stores in the United States, Australia, Canada and ~~Europe, primarily under the names GameStop, EB Games and Micromania.~~Europe. We also operate electronic commerce Web siteswww.gamestop.com,www.ebgames.com.au,www.gamestop.ca,www.gamestop.it,www.gamestop.es,www.gamestop.ie,www.gamestop.de,www.gamestop.co.uk andwww.micromania.fr. The network also includes:~~www.Kongregate.com~~www.kongregate.com, a leading browser-based game site;Game Informermagazine, the leading multi-platform video game publication; Spawn Labs, a streaming technology company; ~~and~~ a digital PC distribution platform available at~~www.GameStop.com/~~www.gamestop.com/pcgames; and an online consumer electronics marketplace available atwww.buymytronics.com.

Our fiscal year is composed of 52 or 53 weeks ending on the Saturday closest to January 31. The fiscal ~~years~~year ending February 2, 2013 (“fiscal 2012”) consists of 53 weeks and the fiscal year ended January 28, 2012 (“fiscal 2011”) ~~and ended January 29, 2011 (“fiscal 2010”) consist~~consists of 52 weeks.

Growth in the video game industry is generally driven by the introduction of new technology. The current generation of hardware consoles (the Sony PlayStation 3, the Microsoft Xbox 360 and the Nintendo Wii) ~~were~~was introduced between 2005 and 2007. ~~The Sony PlayStation Portable was introduced in 2005.~~ The Nintendo DSi XL was introduced in early 2010, ~~and~~ the Nintendo 3DS was introduced in March ~~2011.~~2011 and the Sony PlayStation Vita was introduced in February 2012. In addition, Nintendo launched the Wii U in November 2012. Typically, following the introduction of new video game platforms, sales of new video game hardware increase as a percentage of total sales in the first full year following introduction. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the subsequent years. The net effect is generally a decline in gross margins in the first full year following new platform releases and an increase in gross margins in the years subsequent to the first full year following the launch period. The launch of the Nintendo Wii U in the fourth quarter of fiscal 2012 will negatively impact our overall gross margin in that quarter and in future years. Unit sales of maturing video game platforms are typically also driven by manufacturer-funded retail price reductions, further driving sales of related software and accessories. Historically, new hardware consoles are typically introduced every four to five years. However, the current generation of hardware consoles is now over five years old and consumer demand is abating. We ~~expect that~~have seen declines in new hardware and software sales in fiscal 2012 due to the ~~installed base~~age of the ~~hardware platforms listed above and sales~~current console cycle. The introduction of ~~related software and accessories will increase in~~new consoles, like the ~~future.~~Wii U, or further price cuts on the current generation of consoles could partially offset these declines.

We expect that future growth in the video game industry will also be driven by the sale of video games delivered in digital form and the expansion of other forms of gaming. We currently sell various types of products that relate to the digital category, including digitally ~~downloaded software,~~downloadable content, Xbox LIVE, PlayStation and Nintendo network point cards, as well as prepaid digital and online timecards. We ~~continue~~expect our sales of digital products to ~~make~~increase in fiscal 2012. We have made significant investments in e-commerce, ~~online game development,~~ digital kiosks and in-store and Web site functionality to enable our customers to access digital content easily and ~~eliminate friction in~~facilitate the digital sales and delivery process. We plan to continue to invest in these types of processes and channels to grow

our digital sales base and enhance our market leadership position in the video game industry and in the digital aggregation and distribution category. In fiscal 2011, we also launched our mobile business and began selling an assortment of tablets and accessories. We currently sell our tablets and accessories in approximately 1,600 stores in the United States and approximately 1,100 international stores. We also sell and accept trades of pre-owned mobile devices in our stores. In addition, we intend to continue to invest in customer loyalty programs designed to attract and retain customers.

Critical Accounting Policies

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and do not include all disclosures required under GAAP for complete financial statements. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. For a summary of significant accounting policies and the means by which we develop estimates thereon, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K.

Consolidated Results of Operations

The following table sets forth certain statement of operations items as a percentage of net sales for the periods indicated:


	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	October 29, 2011			October 30, 2010			October 29, 2011			October 30, 2010			October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Statement of Operations Data:
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Net sales														100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		70.6			71.2			70.9			71.7			68.6			70.6			68.5			70.9

Gross profit		29.4			28.8			29.1			28.3			31.4			29.4			31.5			29.1
Selling, general and administrative expenses		22.8			21.5			22.2			21.1			24.7			22.8			24.8			22.2
Depreciation and amortization		2.4			2.4			2.4			2.2			2.5			2.4			2.4			2.4
Goodwill impairments														35.3			—			11.8			—
Asset impairments														2.9			—			1.0			—

Operating earnings		4.2			4.9			4.5			5.0
Operating earnings (loss)														(34.0	)		4.2			(8.5	)		4.5
Interest expense, net		0.3			0.5			0.3			0.5			0.1			0.3			0.1			0.3
Debt extinguishment expense		—			0.3			—			0.1			—			—			—			—

Earnings before income tax expense		3.9			4.1			4.2			4.4
Earnings (loss) before income tax expense														(34.1	)		3.9			(8.6	)		4.2
Income tax expense		1.1			1.2			1.4			1.5			1.1			1.1			1.4			1.4

Consolidated net income		2.8			2.9			2.8			2.9
Consolidated net income (loss)														(35.2	)		2.8			(10.0	)		2.8
Net loss attributable to noncontrolling interests		—			—			—			—			—			—			—			—

Consolidated net income attributable to GameStop		2.8	%		2.9	%		2.8	%		2.9	%
Consolidated net income (loss) attributable to GameStop														(35.2	)%		2.8	%		(10.0	)%		2.8	%

The Company includes purchasing, receiving and distribution costs in selling, general and administrative expenses, rather than in cost of sales, in the statement of operations. The Company includes processing fees associated with purchases made by check and credit cards in cost of sales, rather than in selling, general and administrative expenses, in the statement of operations. As a result of these classifications, our gross margins are

not comparable to those retailers that include purchasing, receiving and distribution costs in cost of sales and include processing fees associated with purchases made by check and credit cards in selling, general and administrative expenses. The net effect of these classifications as a percentage of net sales has not historically been material.

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


	13 Weeks Ended										39 Weeks Ended										13 Weeks Ended										39 Weeks Ended
	October 29, 2011					October 30, 2010					October 29, 2011					October 30, 2010					October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011
	Sales		Percent of Total			Sales		Percent of Total			Sales		Percent of Total			Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total
								(In millions)
								(Unaudited)
Sales:
Net Sales:
New video game hardware	$	277.6		14.3	%	$	276.0		14.5	%	$	985.6		16.5	%	$	938.5		16.2	%	$	184.8		10.4	%	$	277.6		14.3	%	$	716.6		13.4	%	$	985.6		16.5	%
New video game software		879.1		45.1	%		839.1		44.2	%		2,393.6		40.1	%		2,375.3		41.1	%		769.8		43.4	%		879.1		45.1	%		1,974.7		37.1	%		2,393.6		40.1	%
Used video game products		544.5		28.0	%		528.0		27.8	%		1,802.6		30.2	%		1,664.3		28.8	%		496.3		28.0	%		544.5		28.0	%		1,677.7		31.5	%		1,802.6		30.2	%
Other		245.6		12.6	%		256.1		13.5	%		790.1		13.2	%		802.8		13.9	%		321.9		18.2	%		245.6		12.6	%		956.2		18.0	%		790.1		13.2	%

Total	$	1,946.8		100.0	%	$	1,899.2		100.0	%	$	5,971.9		100.0	%	$	5,780.9		100.0	%	$	1,772.8		100.0	%	$	1,946.8		100.0	%	$	5,325.2		100.0	%	$	5,971.9		100.0	%

Other products include PC entertainment and other software, digital products and currency, mobile products, including tablets and refurbished mobile devices, accessories and ~~revenue~~revenues associated withGame Informermagazine and the Company’s PowerUp Rewards program.

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
	October 29, 2011					October 30, 2010					October 29, 2011					October 30, 2010
	Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			13 Weeks Ended										39 Weeks Ended
								(In millions)													October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011
								(Unaudited)													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	$	22.9		8.2	%	$	21.7		7.9	%	$	73.8		7.5	%	$	68.7		7.3	%	$	18.8		10.2	%	$	22.9		8.2	%	$	58.1		8.1	%	$	73.8		7.5	%
New video game software		194.1		22.1	%		182.4		21.7	%		500.9		20.9	%		498.6		21.0	%		174.9		22.7	%		194.1		22.1	%		432.6		21.9	%		500.9		20.9	%
Used video game products		250.3		46.0	%		250.2		47.4	%		842.7		46.7	%		784.7		47.1	%		239.9		48.3	%		250.3		46.0	%		813.7		48.5	%		842.7		46.7	%
Other		105.6		43.0	%		92.0		35.9	%		318.9		40.4	%		281.9		35.1	%		123.8		38.5	%		105.6		43.0	%		372.2		38.9	%		318.9		40.4	%

Total	$	572.9		29.4	%	$	546.3		28.8	%	$	1,736.3		29.1	%	$	1,633.9		28.3	%	$	557.4		31.4	%	$	572.9		29.4	%	$	1,676.6		31.5	%	$	1,736.3		29.1	%

13 weeks ended October ~~29, 2011~~27, 2012 compared with the 13 weeks ended October ~~30, 2010~~29, 2011

~~Sales increased~~Net sales decreased by ~~$47.6~~$174.0 million, or ~~2.5%~~8.9%, from ~~$1,899.2 million in the 13 weeks ended October 30, 2010 to~~ $1,946.8 million in the 13 weeks ended October 29, ~~2011.~~2011 to $1,772.8 million in the 13 weeks ended October 27, 2012. The ~~increase~~decrease in net sales was primarily attributable to a decrease in comparable store sales of 8.3% for the third quarter of fiscal 2012 and changes related to foreign exchange rates, which had the effect of ~~increasing~~decreasing net sales by ~~$31.1~~$27.0 million when compared to the third quarter of fiscal 2010, and the increase of non-comparable store sales from the net increase in store count of 78 stores since July 31, 2010, offset partially by the comparable store sales decrease of 0.6% for the third quarter of fiscal 2011. ~~The decrease in comparable store sales was primarily attributable to a decrease in comparable new video game hardware sales.~~ Stores are included in our comparable store sales base beginning in the thirteenth month of operation and exclude the effect of changes in foreign exchange rates. The decrease in comparable store sales was primarily attributable to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase in other product sales.

New video game hardware sales ~~increased $1.6~~decreased $92.8 million, or ~~0.6%~~33.4%, from ~~$276.0 million in the 13 weeks ended October 30, 2010 to~~ $277.6 million in the 13 weeks ended October 29, 2011 ~~primarily due~~ to ~~changes related to foreign exchange rates offset partially by weak consumer demand. New video game software sales increased $40.0 million, or 4.8%, from $839.1~~$184.8 million in the 13 weeks ended October ~~30, 2010~~27, 2012. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late

stages of the current console cycle. New video game software sales decreased $109.3 million, or 12.4%, from $879.1 million in the 13 weeks ended October 29, 2011 to $769.8 million in the 13 weeks ended October 27, 2012, primarily due to ~~the strong~~lower sales of new release video game ~~software~~ titles in the third quarter of fiscal ~~2011.~~2012 when compared to the third quarter of fiscal 2011 given the titles available for sale and the late stages of the current console cycle. Used video game ~~products~~product sales ~~increased $16.5~~decreased by $48.2 million, or ~~3.1%~~8.9%, from ~~$528.0 million in the 13 weeks ended October 30, 2010 to~~ $544.5 million in the 13 weeks ended October 29, ~~2011. Used~~2011 to $496.3 million in the 13 weeks ended October 27, 2012. The decrease in used video game product sales ~~increased~~was primarily due to a decrease in store traffic related to lower hardware and software demand due to the late stages of the current console cycle. Other product sales increased ~~promotional efforts designed to provide customers with~~

~~trade credits to buy new software titles and changes in merchandising. Sales of other product categories decreased by 4.1%,~~$76.3 million, or ~~$10.5 million,~~31.1%, from the 13 weeks ended October ~~30, 2010~~29, 2011 to the 13 weeks ended October 27, 2012. The increase in other product sales was primarily due to an increase in sales of PC entertainment software and an increase in sales of mobile devices in the third quarter of fiscal 2012 compared to the third quarter of fiscal 2011.

As a percentage of net sales, new video game hardware sales and new video game software sales decreased and other product sales increased in the 13 weeks ended October 27, 2012 compared to the 13 weeks ended October 29, 2011. The decrease in other product sales was primarily due to the decrease in sales of new release PC entertainment software titles and the shift in digital sales from inventoriable pre-purchased product, recorded as revenue at the retail price, to non-inventoriable digitally downloadable content, recorded as revenue on a commission basis.

As a percentage of sales, new video game hardware sales and the other product sales decreased and new video game software sales and used video game products sales increased in the 13 weeks ended October 29, 2011 compared to the 13 weeks ended October 30, 2010. The change in the mix of sales was due primarily to the increase in other product sales as a result of the expansion of the mobile sales category and growth in the PC entertainment software category due to new releases. These categories showed significant growth in the ~~strong~~third quarter of fiscal 2012 while sales of new video game hardware and new video game software decreased due to lower sales of new release ~~video game~~ software titles compared to the same period last year and lower hardware sales due to the ~~decrease in other product sales discussed above.~~late stages of the current console cycle.

Cost of sales ~~increased~~decreased by ~~$21.0~~$158.5 million, or ~~1.6%~~11.5%, from ~~$1,352.9 million in the 13 weeks ended October 30, 2010 to~~ $1,373.9 million in the 13 weeks ended October 29, 2011 to $1,215.4 million in the 13 weeks ended October 27, 2012 as a result of ~~the increase~~a decrease in sales and the changes in gross profit discussed below.

Gross profit ~~increased~~decreased by ~~$26.6~~$15.5 million, or ~~4.9%~~2.7%, from ~~$546.3 million in the 13 weeks ended October 30, 2010 to~~ $572.9 million in the 13 weeks ended October 29, ~~2011.~~2011 to $557.4 million in the 13 weeks ended October 27, 2012. Gross profit as a percentage of net sales increased from ~~28.8% in the 13 weeks ended October 30, 2010 to~~ 29.4% in the 13 weeks ended October 29, ~~2011.~~2011 to 31.4% in the 13 weeks ended October 27, 2012. The gross profit percentage increase was primarily due to the increase in sales of other ~~video game products, driven by the increase in sales of digital products, and the increase in sales of used video game~~ products as a percentage of total sales and the increase in ~~the 13 weeks ended October 29, 2011 when compared to the 13 weeks ended October 30, 2010. Gross~~gross profit as a percentage of sales on new video game hardware ~~increased slightly from 7.9%~~sales, new video game software sales and used video game product sales in the 13 weeks ended October ~~30, 2010~~27, 2012 when compared to ~~8.2% in~~ the 13 weeks ended October 29, 2011. Gross profit as a percentage of sales on new video game ~~software~~hardware increased from ~~21.7%~~8.2% in the 13 weeks ended October ~~30, 2010~~29, 2011 to 10.2% in the 13 weeks ended October 27, 2012, primarily due to a decrease in promotional activities when compared to the prior year. Gross profit as a percentage of sales on new video game software increased from 22.1% in the 13 weeks ended October 29, 2011 to 22.7% in the 13 weeks ended October 27, 2012, primarily due to ~~the increase~~a decrease in ~~the mix of international new video game software sales to total new video game software sales during the third quarter of fiscal 2011~~promotional activities when compared to the third quarter of ~~fiscal 2010. International new video game software sales have a higher gross margin than U.S. new video game software sales.~~the prior year. Gross profit as a percentage of sales on used video game products ~~decreased~~increased from ~~47.4% in the 13 weeks ended October 30, 2010 to~~ 46.0% in the 13 weeks ended October 29, 2011 ~~primarily~~to 48.3% in the 13 weeks ended October 27, 2012 due to ~~increased~~a decrease in promotional ~~efforts designed~~activities and improvements in margin rates throughout most of our international operations when compared to ~~provide customers with trade credits to buy new software titles and build inventory for~~ the ~~holiday selling season.~~prior year. Gross profit as a percentage of sales on other product sales ~~increased~~decreased from ~~35.9% in the 13 weeks ended October 30, 2010 to~~ 43.0% in the 13 weeks ended October 29, 2011 to 38.5% in the 13 weeks ended October 27, 2012, primarily due to ~~a shift~~an increase in the mix of PC entertainment software sales and mobile sales to ~~higher margin digital~~total other product ~~sales, some of which are recorded on a commission basis at 100% margin, and growth in sales of PowerUp Rewards Pro memberships and related~~~~Game Informer~~ ~~subscriptions that also have higher margins than~~sales. New PC entertainment software and ~~accessories.~~mobile products have a lower gross profit percentage than total other product sales.

Selling, general and administrative expenses ~~increased~~decreased by ~~$34.5~~$5.1 million, or ~~8.4%~~1.2%, from ~~$408.8 million in the 13 weeks ended October 30, 2010 to~~ $443.3 million in the 13 weeks ended October 29, ~~2011.~~2011 to $438.2 million in the 13 weeks ended October 27, 2012. This ~~increase~~decrease was primarily attributable to changes in foreign exchange rates which had the effect of ~~increasing~~decreasing expenses by ~~$7.0~~$8.4 million when compared to the third quarter of fiscal ~~2010, as well as additional expenses incurred in support of our digital and loyalty initiatives.~~2011. Selling, general and administrative expenses as a percentage of net sales increased from ~~21.5% in the 13 weeks ended October 30, 2010 to~~ 22.8% in the 13 weeks ended October 29, ~~2011.~~2011 to 24.7% in the 13 weeks ended October 27, 2012. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to deleveraging of fixed costs as a result of the decrease in comparable store sales ~~and the additional expenses incurred in support of our digital and loyalty initiatives in~~during the third quarter of fiscal ~~2011.~~2012. Included in selling, general and administrative expenses are ~~$4.7~~$5.3 million and ~~$7.5~~$4.7 million in stock-based compensation expense for the 13-week periods ended October 27, 2012 and October 29, 2011, respectively.

Depreciation and amortization expense decreased $3.1 million, or 6.6%, from $47.0 million in the 13 weeks ended October 29, 2011 to $43.9 million in the 13 weeks ended October 27, 2012. This decrease was primarily due to a decrease in capital expenditures in recent years when compared to prior years, which included significant investments in our loyalty and digital initiatives, as well as a decrease in new store openings and investments in management information systems.

During the 13 weeks ended October 27, 2012, the Company recorded a $678.8 million impairment charge, comprised of $627.0 million of goodwill impairments, $44.9 million of trade name impairment and $6.9 million of property and equipment impairments. Refer to Note 5, Goodwill and Intangible Assets, and Note 6, Asset Impairments and Restructuring Charges, in Item 1 of this Quarterly Report on Form 10-Q for further information associated with these impairments. There were no impairments recorded during the 13 weeks ended October 29, 2011.

Interest income from the investment of excess cash balances stayed the same at $0.2 million in the 13 weeks ended October 29, 2011 and October ~~30, 2010, respectively.~~

Depreciation and amortization expense increased $2.3 million from $44.7 million in the 13 weeks ended October 30, 2010 to $47.0 million in the 13 weeks ended October 29, 2011. This increase was primarily due to the investments in management information systems, including investments in digital and loyalty initiatives, and the capital expenditures associated with the opening of 80 new stores during the third quarter of fiscal 2011.

Interest income resulting from the investment of excess cash balances decreased $0.1 million from $0.3 million in the 13 weeks ended October 30, 2010 to $0.2 million in the 13 weeks ended October 29, 2011.27, 2012. Interest expense decreased ~~from $10.0~~$4.2 million ~~in the 13 weeks ended October 30, 2010 to~~from $5.4 million in the 13 weeks ended October 29, 2011 to $1.2 million in the 13 weeks ended October 27, 2012 primarily due to the ~~retirement and~~ redemption of ~~$200 million and~~ $125 million of the Company’s senior notes in the ~~quarters~~quarter ended ~~October 30, 2010 and~~ October 29, 2011, ~~respectively.~~as well as the redemption of $125 million of the Company’s senior notes during the fourth quarter of fiscal 2011. Debt extinguishment expense of $0.6 million was recognized in the 13 weeks ended October 29, 2011 as a result of the ~~recognition~~write-off of deferred financing fees and unamortized original issue ~~discount. Debt extinguishment expense of $6.0 million was recognized in~~discount associated with the ~~13 weeks ended October 30, 2010, as a result of premiums paid related to debt retirement and the recognition of deferred financing fees and unamortized original issue discount.~~redemption.

Income tax expense for the 13 weeks ended October ~~30, 2010~~29, 2011 and the 13 weeks ended October ~~29, 2011~~27, 2012 was based upon management’s estimate of the Company’s annualized effective income tax rate. Income tax expense was ~~$22.8~~$23.1 million, or ~~29.6%~~30.1%, of earnings before income tax expense for the 13 weeks ended October ~~30, 2010~~29, 2011 compared to ~~$23.1~~$19.8 million, or ~~30.1%~~(3.3)%, of loss before income tax expense for the 13 weeks ended October ~~29, 2011.~~27, 2012. The ~~increase~~change in the effective income tax rate was due primarily to the recognition of the goodwill impairment charge which is not tax deductible and the recording of valuation allowances against certain deferred tax assets in the ~~13 weeks ended October 29, 2011 was primarily due to variability in~~European segment. Without the ~~accounting related to~~effect of the ~~Company’s uncertain~~goodwill impairments, the asset impairments and the recording of the valuation allowances, the effective income tax ~~positions.~~rate would have been 36.5%.

The factors described above led to a decrease in operating earnings of ~~$10.2~~$686.1 million ~~or 11.0%,~~ from ~~$92.8 million in the 13 weeks ended October 30, 2010 to~~ $82.6 million of operating earnings in the 13 weeks ended October 29, 2011 to $603.5 million of operating loss in the 13 weeks ended October 27, 2012, and a decrease in consolidated net income of ~~$0.6~~$678.0 million ~~or 1.1%,~~ from ~~$54.3~~$53.7 million of consolidated net income in the 13 weeks ended October 29, 2011 to $624.3 million of consolidated net loss in the 13 weeks ended October 27, 2012. The decrease in operating earnings and consolidated net income is primarily attributable to the third quarter fiscal 2012 goodwill and asset impairments. Excluding the impact of the goodwill and other impairment charges of $678.8 million, operating earnings would have been $75.3 million and consolidated net income would have been $47.2 million in the 13 weeks ended October ~~30, 2010 to $53.7 million in the 13 weeks ended October 29, 2011.~~27, 2012.

The $0.2 ~~million and $0.4~~ million net loss attributable to noncontrolling interests for the 13 weeks ended October 29, 2011 ~~and October 30, 2010, respectively,~~ represents the portion of the minority interest stockholders’ net loss of the Company’s non-wholly owned subsidiaries included in the Company’s consolidated net income. The remaining noncontrolling interests were purchased during the second quarter of fiscal 2012.

39 weeks ended October ~~29, 2011~~27, 2012 compared with the 39 weeks ended October ~~30, 2010~~29, 2011

~~Sales increased~~Net sales decreased by ~~$191.0~~$646.7 million, or ~~3.3%~~10.8%, from ~~$5,780.9 million in the 39 weeks ended October 30, 2010 to~~ $5,971.9 million in the 39 weeks ended October 29, ~~2011.~~2011 to $5,325.2 million in the 39 weeks ended October 27, 2012. The ~~increase~~decrease in net sales was primarily attributable to a decrease in comparable store sales of 10.2% for the 39 weeks ended October 27, 2012 when compared to the 39 weeks ended October 29, 2011 and changes related to foreign exchange rates, which had the effect of ~~increasing~~decreasing sales by ~~$143.6~~$97.1 million, ~~when compared to~~offset partially by the ~~third quarter of fiscal 2010, and the increase~~addition of non-comparable store sales from the ~~increase in net store count of 177~~408 stores opened since January ~~30, 2010,~~29, 2011. The decrease in comparable store sales was primarily attributable to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by ~~the comparable store sales decrease of 1.2% for the 39-week period ended October 29, 2011.~~an increase in other product sales.

New video game hardware sales ~~increased $47.1~~decreased $269.0 million, or ~~5.0%~~27.3%, from ~~$938.5 million in the 39 weeks ended October 30, 2010 to~~ $985.6 million in the 39 weeks ended October 29, 2011 to $716.6 million in the 39 weeks ended October 27, 2012. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle and sales from the launch of the Nintendo 3DS in the first quarter of fiscal 2011 ~~and changes related to foreign exchange rates.~~which exceeded the sales from the launch of the Sony PlayStation Vita in the first quarter of fiscal 2012. New video game software sales ~~increased $18.3~~decreased $418.9 million, or ~~0.8%~~17.5%, from ~~$2,375.3 million in the 39 weeks ended October 30, 2010 to~~ $2,393.6 million in the 39 weeks ended October 29, 2011 ~~primarily due~~ to ~~changes related to foreign exchange rates. Used video game product sales increased $138.3 million, or 8.3%, from $1,664.3~~$1,974.7 million in the 39 weeks ended October ~~30, 2010~~27, 2012, primarily due to a lack of new release video game titles in fiscal 2012 when compared to fiscal 2011. Used video game product sales decreased $124.9 million, or 6.9%, from $1,802.6 million in the 39 weeks ended October 29, ~~2011. Used video game product sales increased due~~2011 to ~~the increase~~$1,677.7 million in the hardware install base, increased promotional efforts designed to provide customers with trade credits to buy new software titles, changes in merchandising, and the growth of used product sales internationally. Sales of other product categories decreased by 1.6%, or $12.7 million, from the 39 weeks ended October ~~30, 2010~~27, 2012. The decrease in used video game product sales was primarily due to a decrease in store traffic related to the lack of new release video game titles in the 39 weeks ended October 27, 2012 when compared to the 39 weeks ended October 29, ~~2011.~~2011 and lower hardware demand due to the late stages of the current console cycle. Other product sales increased by $166.1 million, or 21.0%, from $790.1 million in the 39 weeks ended October 29, 2011 to $956.2 million in the 39 weeks ended October 27, 2012. The ~~decrease~~increase in other product sales was primarily due to ~~the decrease~~an increase in sales of ~~new release~~ PC entertainment software ~~titles~~ and an increase in sales of mobile devices in the ~~shift in digital sales from inventoriable pre-purchased product, recorded as revenue at~~39 weeks ended October 27, 2012 when compared to the ~~retail price, to non-inventoriable digitally downloadable content, recorded as revenue on a commission basis, offset partially by the effects of changes in foreign exchange rates.~~39 weeks ended October 29, 2011.

As a percentage of net sales, new video game hardware sales and new video game software sales decreased and used video game product sales ~~increased, while new video game software~~ and other product sales ~~decreased~~increased in the 39 weeks ended October ~~29, 2011~~

27, 2012 compared to the 39 weeks ended October ~~30, 2010.~~29, 2011. The change in the mix of sales was primarily due to the increase in ~~used video game~~other product sales as ~~discussed above~~a result of the expansion of the mobile sales category and growth in the ~~increase~~PC entertainment software category due to new releases. These categories showed significant growth in fiscal 2012 while sales of new video game hardware and new video game software decreased due to fewer new software title launches compared to the same period last year and lower hardware sales due to the ~~launch~~late stages of ~~Nintendo 3DS in~~ the ~~first quarter of fiscal 2011.~~current console cycle.

Cost of sales ~~increased~~decreased by ~~$88.6~~$587.0 million, or ~~2.1%~~13.9%, from ~~$4,147.0 million in the 39 weeks ended October 30, 2010 to~~ $4,235.6 million in the 39 weeks ended October 29, 2011 to $3,648.6 million in the 39 weeks ended October 27, 2012, primarily as a result of the ~~increase~~decrease in sales and the changes in gross profit discussed below.

Gross profit ~~increased~~decreased by ~~$102.4~~$59.7 million, or ~~6.3%~~3.4%, from ~~$1,633.9 million in the 39 weeks ended October 30, 2010 to~~ $1,736.3 million in the 39 weeks ended October 29, ~~2011.~~2011 to $1,676.6 million in the 39 weeks ended October 27, 2012. Gross profit as a percentage of net sales increased from ~~28.3% in the 39 weeks ended October 30, 2010 to~~ 29.1% in the 39 weeks ended October 29, ~~2011.~~2011 to 31.5% in the 39 weeks ended October 27, 2012. The gross profit percentage increase was primarily due to the increase in sales of used video game products and other products as a percentage of total sales and the increase in gross profit ~~as a~~ percentage ~~of sales~~ on ~~other~~new video game ~~products, including the increase in~~software sales ~~of digital products,~~and used video game product sales in the 39 weeks ended October ~~29, 2011 when~~27, 2012 compared to ~~the 39 weeks ended October 30, 2010. Gross profit as a percentage of sales on new video game hardware increased slightly from 7.3% of sales for the 39 weeks ended October 30, 2010 to 7.5% for~~ the 39 weeks ended October 29, 2011. Gross profit as a percentage of sales on new video game ~~software decreased slightly~~hardware increased from ~~21.0% for the 39 weeks ended October 30, 2010 to 20.9% for~~7.5% in the 39 weeks ended October 29, ~~2011.~~2011 to 8.1% in the 39 weeks ended October 27, 2012. Gross profit as a percentage of sales on new video game software increased from 20.9% in the 39 weeks ended October 29, 2011 to 21.9% in the 39 weeks ended October 27, 2012, due primarily to a decrease in promotional activities compared to the prior year. Gross profit as a percentage of sales on used video game products ~~decreased slightly~~increased from ~~47.1% for the 39 weeks ended October 30, 2010 to~~ 46.7% ~~for~~in the 39 weeks ended October 29, 2011 ~~primarily~~to 48.5% in the 39 weeks ended October 27, 2012 due to ~~increased~~a decrease in promotional ~~efforts designed~~activities and improvements in margin rates throughout most of our international operations when compared to ~~provide customers with trade credits to buy new software titles and build inventory for~~ the ~~holiday selling season.~~prior year. Gross profit as a percentage of sales on the other product sales ~~increased~~category decreased from ~~35.1% for the 39 weeks ended October 30, 2010 to~~ 40.4% ~~for~~in the 39 weeks ended October 29, 2011 to 38.9% in the 39 weeks ended October 27, 2012 primarily due to ~~a shift~~an increase in the mix of PC entertainment software sales and mobile sales to ~~higher margin digital products, some of which are recorded on a commission basis at 100% margin, and growth in sales of PowerUp Rewards Pro memberships and related~~~~Game Informer~~ ~~subscriptions that also have higher margins than~~total other product sales. New PC entertainment software and ~~accessories.~~mobile products have a lower gross profit percentage than total other product sales.

Selling, general and administrative expenses ~~increased~~decreased by ~~$110.9~~$9.1 million, or ~~9.1%~~0.7%, from ~~$1,217.6 million in the 39 weeks ended October 30, 2010 to~~ $1,328.5 million in the 39 weeks ended October 29, ~~2011.~~2011 to $1,319.4 million in the 39 weeks ended October 27, 2012. This ~~increase~~decrease was primarily ~~attributable~~due to changes in foreign exchange rates which had the effect of ~~increasing~~decreasing expenses by ~~$33.6~~$31.6 million when compared to ~~the 39 weeks ended October 30, 2010, as well as additional expenses incurred in support of our digital and loyalty initiatives.~~fiscal 2011. Selling, general and administrative expenses as a percentage of net sales

increased from ~~21.1% in the 39 weeks ended October 30, 2010 to~~ 22.2% in the 39 weeks ended October 29, ~~2011.~~2011 to 24.8% in the 39 weeks ended October 27, 2012. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to deleveraging of fixed costs as a result of the decrease in comparable store ~~sales and the additional expenses incurred in support of our digital and loyalty initiatives in fiscal 2011. Included in selling,~~sales. Selling, general and administrative expenses ~~are $14.5~~include $15.7 million and ~~$22.1~~$14.5 million in stock-based compensation expense for the 39 weeks ended October ~~29, 2011~~27, 2012 and October ~~30, 2010,~~29, 2011, respectively.

Depreciation and amortization expense ~~increased $11.0~~decreased $8.1 million, or 5.8%, from ~~$129.4 million in the 39 weeks ended October 30, 2010 to~~ $140.4 million in the 39 weeks ended October 29, ~~2011. This increase was primarily due~~2011 to the capital expenditures associated with the opening of 317 new stores since October 31, 2010 and investments in management information systems, including investments in digital and loyalty initiatives.

~~Interest income resulting from the investment of excess cash balances decreased from $1.3~~$132.3 million in the 39 weeks ended October ~~30, 2010~~27, 2012. This decrease was primarily due to a decrease in capital expenditures in recent years when compared to prior years, which included significant investments in our loyalty and digital initiatives, as well as a decrease in new store openings and investments in management information systems.

During the 39 weeks ended October 27, 2012, the Company recorded a $678.8 million impairment charge, comprised of $627.0 million of goodwill impairments, $44.9 million of trade name impairment and $6.9 million of property and equipment impairments. Refer to Note 5, Goodwill and Intangible Assets, and Note 6, Asset Impairments and Restructuring Charges, in Item 1 of this Quarterly Report on Form 10-Q for further information associated with these impairments. There were no impairments recorded during the 39 weeks ended October 29, 2011.

Interest income decreased slightly from $0.7 million in the 39 weeks ended October 29, 2011 ~~due primarily~~ to ~~lower invested cash balances and lower interest rates during fiscal 2011. Interest expense decreased from $30.6~~$0.6 million in the 39 weeks ended October ~~30, 2010 to~~27, 2012. Interest expense decreased from $18.5 million in the 39 weeks ended October 29, 2011 to $2.9 million in the 39 weeks ended October 27, 2012, primarily due to the ~~redemption and~~ retirement of ~~$200 million and~~ $125 million of the Company’s senior notes during the 39 weeks ended October ~~30, 2010 and October~~ 29, 2011, ~~respectively.~~as well as the redemption of $125 million of the Company’s senior notes during the fourth quarter of fiscal 2011. Debt extinguishment expense of $0.6 million was recognized in the 39 weeks ended October 29, 2011 as a result of the ~~recognition~~write-off of deferred financing fees and unamortized original issue ~~discount. Debt extinguishment expense of $6.0 million was recognized in~~discount associated with the ~~39 weeks ended October 30, 2010 as a result of premiums paid related to debt retirement and the recognition of deferred financing fees and unamortized original issue discount.~~redemption.

Income tax expense for the 39 weeks ended October ~~30, 2010~~29, 2011 and the 39 weeks ended October ~~29, 2011~~27, 2012 was based upon management’s estimate of the Company’s annualized effective income tax rate. Income tax expense was ~~$82.6 million, or 32.8% of earnings before income tax expense, for the 39 weeks ended October 30, 2010 compared to~~ $84.8 million, or 34.1%, of earnings before income tax expense, for the 39 weeks ended October 29, ~~2011.~~2011 compared to $74.7 million, or (16.4)%, of loss before income tax expense for the 39 weeks ended October 27, 2012. The ~~increase~~change in the effective income tax rate ~~in the 39 weeks ended October 29, 2011~~ was due primarily to the ~~variability~~recognition of the goodwill impairment charge which is not tax deductible and the recording of valuation allowances against certain deferred tax assets in the ~~accounting for~~European segment. Without the ~~Company’s uncertain~~effect of the goodwill impairments, the asset impairments and the recording of the valuation allowances, the effective income tax ~~positions.~~rate would have been 36.8%.

The factors described above led to a decrease in operating earnings of ~~$19.5~~$721.3 million ~~or 6.8%,~~ from ~~$286.9 million in the 39 weeks ended October 30, 2010 to~~ $267.4 million of operating earnings in the 39 weeks ended October 29, 2011 to $453.9 million of operating loss in the 39 weeks ended October 27, 2012, and a decrease in consolidated net income of ~~$4.8~~$695.1 million ~~or 2.8%,~~ from ~~$169.0~~$164.2 million of consolidated net income in the 39 weeks ended October 29, 2011 to $530.9 million of consolidated net loss in the 39 weeks ended October 27, 2012. The decrease in operating earnings and consolidated net income is primarily attributable to the third quarter fiscal 2012 goodwill and asset impairments. Excluding the impact of the goodwill and other impairment charges of $678.8 million, operating earnings would have been $224.9 million and consolidated net income would have been $140.7 million in the 39 weeks ended October ~~30, 2010 to $164.2 million in the 39 weeks ended October 29, 2011.~~27, 2012.

The $1.0 million and ~~$1.2~~$0.1 million net loss attributable to noncontrolling interests for the 39 weeks ended October 29, 2011 and October ~~30, 2010,~~27, 2012, respectively, ~~represents~~represent the portion of the minority interest stockholders’ net loss of the Company’s non-wholly owned subsidiaries included in the Company’s consolidated net ~~income.~~income (loss). The remaining noncontrolling interests were purchased during the second quarter of fiscal 2012.

Segment Performance

The Company operates its business in the following segments: United States, Australia, Canada and Europe. The following tables provide a summary of our net sales and operating earnings (loss) by reportable segment:

Net sales by operating segment were as follows (in millions):

   13 Weeks Ended    39 Weeks Ended
   October 29,
2011    October 30,
2010    October 29,
2011 October 30,
2010
   (In millions)
      (Unaudited)
Sales by operating segment are as follows:

United States
   $ 1,311.3       $ 1,300.3       $ 4,169.0    $ 4,112.0
Canada
   108.0       109.5       303.9    307.4
Australia
   128.7       117.9       385.6    344.3
Europe
   398.8       371.5       1,113.4    1,017.2






Total
   $ 1,946.8       $ 1,899.2       $ 5,971.9    $ 5,780.9






Operating earnings (loss) by operating segment are as follows:

United States
   $ 67.5       $ 70.3       $ 256.8    $ 260.7
Canada
   2.7       3.8       1.1    7.6
Australia
   3.6       6.8       10.8    14.3
Europe
   8.8       11.9       (1.3 ) 4.3






Total
   $ 82.6       $ 92.8       $ 267.4    $ 286.9


	13 Weeks Ended				39 Weeks Ended
	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
United States	$	1,204.3	$	1,311.3	$	3,722.1	$	4,169.0
Canada		101.3		108.0		275.8		303.9
Australia		125.7		128.7		361.1		385.6
Europe		341.5		398.8		966.2		1,113.4

Total	$	1,772.8	$	1,946.8	$	5,325.2	$	5,971.9

Segment operating earnings (loss) were as follows (in millions):


	13 Weeks Ended					39 Weeks Ended
	October 27, 2012			October 29, 2011		October 27, 2012			October 29, 2011
United States	$	51.1		$	67.5	$	206.8		$	256.8
Canada		(96.1	)		2.7		(93.2	)		1.1
Australia		(102.6	)		3.6		(100.3	)		10.8
Europe		(455.9	)		8.8		(467.2	)		(1.3	)

Total	$	(603.5	)	$	82.6	$	(453.9	)	$	267.4

United States

Segment results for the United States include retail operations in all 50 states, the District of Columbia, ~~Guam~~Puerto Rico and ~~Puerto Rico,~~Guam, the electronic commerce Web sitewww.gamestop.com,Game Informermagazine,www.kongregate.com, a digital PC game distribution platform available at~~www.GameStop.com/~~www.gamestop.com/pcgames, Spawn Labs and ~~Spawn Labs.~~an online consumer electronics marketplace available atwww.buymytronics.com. As of October ~~29, 2011,~~27, 2012, the United States segment included ~~4,460~~4,471 stores, compared to ~~4,518~~4,460 stores on October ~~30, 2010. Sales~~29, 2011.

Net sales for the 13 weeks ended October 27, 2012 decreased $107.0 million, or 8.2%, compared to the 13 weeks ended October 29, 2011 ~~increased 0.8%~~due primarily to a 9.0% decrease in comparable store sales. The decrease in comparable store sales was primarily due to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase in other product sales. The decrease in new video game hardware sales was primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales was primarily due to lower sales of new release video game titles in the third quarter of fiscal 2012 when compared to the third quarter of fiscal 2011 given the titles available for sale and the late stages of the current console cycle. The decrease in used video game product sales was due primarily to a decrease in store traffic related to lower hardware and software demand due to the late stages of the current console cycle. The increase in other product sales was due primarily to an increase in sales of PC entertainment software and an increase in sales of mobile devices in the third quarter of fiscal 2012 compared to the third quarter of fiscal 2011. Segment operating earnings for the 13 weeks ended October 27, 2012 decreased by $16.4 million compared to the 13 weeks ended October ~~30, 2010, as a result of~~29, 2011, driven primarily by the ~~opening of 254 stores since July 31, 2010. Comparable~~decrease in comparable store sales and the recognition of $4.4 million in property and equipment impairments.

Net sales for the 1339 weeks ended October ~~29, 2011 increased slightly. Sales for~~27, 2012 decreased $446.9 million, or 10.7%, compared to the 39 weeks ended October 29, 2011 ~~increased 1.4%~~due primarily to an 11.6% decrease in comparable store sales. The decrease in

comparable store sales was primarily due to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase in other product sales. The decrease in new video game hardware sales was primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales was primarily due to a lack of new release video game titles in the 39 weeks ended October 27, 2012 when compared to the 39 weeks ended October ~~30, 2010, as~~29, 2011. The decrease in used video game product sales was due primarily to a ~~result~~decrease in store traffic related to the lack of new release video game titles in the ~~opening of 353 stores since January 30, 2010. Comparable store sales in~~39 weeks ended October 27, 2012 when compared to the 39 weeks ended October 29, 2011 ~~increased slightly.~~and lower hardware demand due to the late stages of the current console cycle. The increase in other product sales was due primarily to an increase in sales of PC entertainment software and an increase in sales of mobile devices in the 39 weeks ended October 27, 2012 compared to the 39 weeks ended October 29, 2011. Segment

operating ~~income~~earnings for the ~~13 and~~39 weeks ended October 27, 2012 decreased by $50.0 million compared to the 39 weeks ended October 29, 2011, ~~decreased~~driven primarily by ~~4.0% and 1.5%, respectively, compared to~~ the ~~13 and 39 weeks ended October 30, 2010. The~~ decrease in ~~operating earnings was primarily due to~~comparable store sales and the ~~investments the Company has made~~recognition of $4.4 million in ~~support of its digital~~property and ~~loyalty initiatives.~~equipment impairments.

Canada

Segment results for Canada include retail operations in Canada and antheir e-commerce ~~site in Canada.~~site. As of October ~~29, 2011 and October 30, 2010,~~27, 2012, the Canadian segment had 339 stores, compared to 345 ~~stores. Sales~~stores at October 29, 2011. Net sales in the Canadian segment in the 13 and 39 weeks ended October ~~29, 2011~~27, 2012 decreased ~~1.4%~~6.2% and ~~1.1%~~9.2%, respectively, compared to the 13 and 39 weeks ended October ~~30, 2010. The decrease~~29, 2011. Comparable store sales for the 13 and 39 weeks ended October 27, 2012 decreased 7.0% and 7.6%, respectively, primarily due to decreases in new video game hardware sales, ~~was primarily attributable to a decrease~~new video game software sales and used video game product sales, offset partially by an increase in ~~sales at existing stores partially offset by the impact of changes~~other product sales. Changes in exchange rates ~~which~~ had the effect of increasing sales by ~~$2.9~~$1.7 million and ~~$14.6~~decreasing sales by $4.1 million, respectively, in the 13 and 39 weeks ended October ~~29, 2011~~27, 2012 when compared to the ~~prior~~same periods in fiscal ~~year periods.~~2011. Excluding the impact of changes in exchange rates, net sales in the Canadian segment decreased by 7.8% and 7.9%, respectively, in the 13 and 39 weeks ended October 27, 2012 when compared to the same periods in fiscal 2011. The decrease in new video game hardware sales ~~at existing stores was~~is primarily due to ~~weak consumer traffic and~~ a ~~slow-down~~decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales is primarily due to lower sales of new release video game titles. The decrease in used video game product sales is due primarily to a decrease in store traffic related to lower sales of new release video game titles and lower ~~price points when compared~~hardware demand due to the ~~prior fiscal year periods.~~late stages of the current console cycle. The increase in other product sales is due to an increase in sales of mobile devices and an increase in sales of PC entertainment software.

Segment operating earnings for the 13 and 39 weeks ended October ~~29, 2011~~27, 2012 decreased by ~~$1.1~~$98.8 million and ~~$6.5~~$94.3 million, respectively, compared to the 13 and 39 weeks ended October ~~30, 2010,~~29, 2011, driven by the ~~decrease in sales at existing stores discussed above.~~

~~Australia~~

~~Segment results for Australia include retail operations in Australia~~goodwill and ~~New Zealand and e-commerce operations in Australia. As~~asset impairment charge of ~~October 29, 2011,~~$100.5 million during the ~~Australian segment included 414 stores, compared to 400 stores at October 30, 2010. Sales for the 13 weeks ended October 29, 2011 increased by 9.2%~~third quarter of fiscal 2012 when compared to ~~the 13 weeks ended October 30, 2010. The increase~~none in ~~sales was primarily due to the favorable impact of changes in exchange rates, which had the effect of increasing sales by $10.4 million when compared to~~ the prior ~~fiscal~~ year ~~period.~~periods. Excluding the impact of ~~changes in exchange rates, sales in~~ the ~~Australian~~goodwill and asset impairment charges, segment increased 0.3% for the 13 weeks ended October 29, 2011 due primarily to the additional sales at the 20 new stores opened since July 31, 2010 partially offset by a decrease in sales at existing stores. The decrease in sales at existing stores was primarily due to weak consumer traffic and lower hardware sales as a result of lower price points when compared to the same prior fiscal year period. Sales for the 39 weeks ended October 29, 2011 increased 12.0% when compared to the 39 weeks ended October 30, 2010. The increase in sales was primarily due to the favorable impact of changes in exchange rates, which had the effect of increasing sales by $49.5 million when compared to the prior fiscal year period. Excluding the impact of changes in exchange rates, sales in the Australian segment decreased 2.4% due primarily to the decrease in sales at existing stores partially offset by the additional sales at the 32 new stores opened since January 30, 2010. The decrease in sales at existing stores was due to weak consumer traffic and lower hardware sales as a result of lower price points when compared to fiscal 2010.

~~Segment~~ operating earnings would have been $4.4 million and $7.3 million, respectively, in the 13 and 39 weeks ended October ~~29, 2011 decreased by $3.2 million and $3.5 million, respectively, when~~27, 2012 compared to the 13 and 39 weeks ended October 30, 2010. The decrease in segment operating earnings was due to the decrease in sales at existing stores and the increase in selling, general and administrative expenses associated with the increase in the number of stores in operation. The decrease in operating earnings was partially offset by the favorable impact of changes in exchange rates, which had the effect of increasing operating earnings by $0.1$2.7 million and $1.1 million, respectively, in the 13 and 39 weeks ended October 29, ~~2011~~2011.

Australia

Segment results for Australia include retail operations and e-commerce sites in Australia and New Zealand. As of October 27, 2012, the Australian segment included 419 stores, compared to 414 stores at October 29, 2011. Net sales for the 13 and 39 weeks ended October 27, 2012 decreased by 2.3% and 6.4%, respectively, when compared to the 13 and 39 weeks ended October ~~30, 2010.~~29, 2011. Comparable store sales for the 13 and 39 weeks ended October 27, 2012 decreased 4.3% and 6.7%, respectively, primarily due to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase in other product sales. Changes in exchange rates had the effect of increasing sales by $1.3 million and decreasing sales by $3.3 million, respectively, in the 13 and 39 weeks ended October 27, 2012 when compared to the same periods in fiscal 2011. Excluding the impact of changes in exchange rates, net sales in the Australian

segment decreased by 3.3% and 5.5% in the 13 and 39 weeks ended October 27, 2012, respectively, compared to the same periods in fiscal 2011. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales is primarily due to lower sales of new release video game titles. The decrease in used video game product sales is due primarily to a decrease in store traffic related to lower sales of new release video game titles and lower hardware demand due to the late stages of the current console cycle. The increase in other product sales is due to an increase in sales of mobile devices and an increase in sales of PC entertainment software.

Segment operating earnings in the 13 and 39 weeks ended October 27, 2012 decreased by $106.2 million and $111.1 million, respectively, when compared to the 13 and 39 weeks ended October 29, 2011, driven by the goodwill and asset impairment charge of $107.4 million during the third quarter of fiscal 2012 when compared to the prior year periods. Excluding the impact of the goodwill and asset impairment charges, segment operating earnings would have been $4.8 million and $7.1 million, respectively, in the 13 and 39 weeks ended October 27, 2012 compared to $3.6 million and $10.8 million, respectively, in the 13 and 39 weeks ended October 29, 2011.

Europe

Segment results for Europe during the 39 weeks ended October 27, 2012 include retail store operations in 1311 European countries and e-commerce operations in six countries. As of October ~~29, 2011,~~27, 2012, the European segment operated ~~1,408~~1,421 stores compared to ~~1,343~~1,408 stores as of October ~~30, 2010.~~29, 2011. For the 13 and 39 weeks ended October ~~29, 2011,~~27, 2012, European net sales ~~increased 7.3%~~decreased 14.4% and ~~9.5%~~13.2%, respectively, compared to the 13 and 39 weeks ended October ~~30, 2010.~~29, 2011. The ~~increase~~decrease in net sales was primarily due to the ~~favorable~~unfavorable impact of changes in exchange rates, which had the effect of ~~increasing~~decreasing sales by ~~$17.8~~$30.0 million and ~~$79.5~~

$89.7 million, respectively, in the 13 and 39 weeks ended October ~~29, 2011~~27, 2012 when compared to the prior fiscal year periods. Excluding the impact of changes in exchange rates, sales in the European segment ~~increased 2.6%~~decreased 6.8% and ~~1.6%~~5.2%, respectively, in the 13 and 39 weeks ended October ~~29, 2011~~27, 2012 when compared to the prior fiscal year periods. Comparable store sales decreased 8.0% and 6.9%, respectively, for the 13 and 39 weeks ended October 27, 2012 primarily due to decreases in new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase in other product sales. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales is primarily due to lower sales of new release video game titles. The decrease in used video game product sales is due primarily to a decrease in store traffic related to lower sales of new release video game titles and lower hardware demand due to the late stages of the current console cycle. The increase in other product sales ~~was primarily~~is due to ~~the additional sales at the 117 and 158 stores opened since July 31, 2010 and January 30, 2010, respectively, offset by a decrease~~an increase in sales ~~at existing stores. The decrease~~of mobile devices and an increase in sales ~~at existing stores was due to weak consumer traffic from continued macroeconomic weakness when compared to the prior fiscal year.~~of PC entertainment software.

Segment operating earnings in Europe for the 13 and 39 weeks ended October 27, 2012 decreased by $464.7 million and $465.9 million, respectively, when compared to the 13 and 39 weeks ended October 29, ~~2011 decreased $3.1 million compared to the 13 weeks ended October 30, 2010.~~2011. The decrease in operating earnings was ~~primarily~~ driven by the ~~decrease in sales at existing stores~~goodwill, trade name and asset impairment charge of $466.5 million during the ~~increase in selling, general and administrative expenses associated with the increase in the number~~third quarter of ~~stores in operation and the negative effect of changes in exchange rates. The unfavorable impact of changes in exchange rates had the effect of decreasing operating earnings by $0.4 million~~fiscal 2012 when compared to the prior ~~fiscal~~ year ~~period. Segment~~periods. Excluding the impact of the goodwill, trade name and asset impairment charges, segment operating earnings ~~for~~would have been $10.6 million in the 13 weeks ended October 27, 2012 and segment operating loss would have been $0.7 million in the 39 weeks ended October ~~29, 2011 decreased by $5.6 million~~27, 2012 compared to ~~the 39 weeks ended October 30, 2010 to~~segment operating earnings of $8.8 million and a segment operating loss of $1.3 ~~million. The decrease in operating earnings was primarily due to the decrease in sales at existing stores and the increase in selling, general and administrative expenses associated with the increase~~million, respectively, in the ~~number of stores in operation~~13 and the negative impact of changes in exchange rates. The unfavorable impact of changes in exchange rates had the effect of decreasing operating earnings by $1.6 million when compared to the prior fiscal year period. Excluding the effect of exchange rate changes from the prior year fiscal period, segment operating earnings for the 39 weeks ended October 29, ~~2011 would have been $0.2 million.~~2011.

Seasonality

The Company’s business, like that of many retailers, is seasonal, with the major portion of the sales and operating profit realized during the fourth fiscal quarter which includes the holiday selling season.

Liquidity and Capital Resources

Cash Flows

During the 39 weeks ended October ~~29, 2011,~~27, 2012, cash provided by operations was ~~$211.0~~$203.7 million, compared to cash ~~used in~~provided by operations of ~~$84.3~~$211.0 million during the 39 weeks ended October ~~30, 2010.~~29, 2011. The ~~change~~decrease in cash flow from operations of ~~$295.3~~$7.3 million was primarily due to a $30.3 million decrease in consolidated net income adjusted for non-cash items and a $10.8 million decrease in cash flows related to the changes in other long-term liabilities, offset partially by a $33.8 million increase related to working capital. Cash used ~~for~~in operations related to working capital ~~purposes of $272.0~~decreased $33.8 million ~~primarily driven by lower inventory purchases~~from $112.6 million in the 39 weeks ended October 29, 2011 ~~and~~to $78.8 million in the related effects on payments of accounts payable. The lower inventory purchases were due to better in-stock positions coming out of the fiscal 2010 holiday selling season, particularly hardware inventory which was in short supply at the end of the 5239 weeks ended ~~January 30, 2010 (“fiscal 2009”)~~October 27, 2012 due primarily to the change in cash related to accounts payable and ~~inventory management. Inventory turnover was relatively consistent~~accrued liabilities offset partially by changes in the payment of income taxes from year to year. The increase in cash related to accounts payable and accrued liabilities for the 39 weeks ended October 27, 2012 compared to the 39 weeks ended October 29, 2011 ~~compared~~was primarily due to changes in the ~~39 weeks ended October 30, 2010. Also contributing to the change~~timing of trade payable payments and an increase in cash ~~flows~~received from ~~operating activities~~customers for the ~~39 weeks ended October 29, 2011 compared to the 39 weeks ended October 30, 2010 was the increase in accrued liabilities, including customer liabilities, related to the launch~~purchase of ~~several hot new video games in November 2011 and the growth of the Company’s PowerUp Rewards program.~~gift cards. The increase in cash used for income taxes in the 39 weeks ended October ~~29, 2011~~27, 2012 compared to the 39 weeks ended October ~~30, 2010~~29, 2011 was primarily due to the timing of estimated income tax payments.

Cash used in investing activities was ~~$162.8~~$91.9 million and ~~$183.6~~$162.8 million during the 39 weeks ended October 27, 2012 and October 29, 2011, respectively. During the 39 weeks ended October 27, 2012, $88.9 million of cash was used primarily to open new stores and ~~October 30, 2010, respectively.~~remodel existing stores in the U.S. and internationally and to invest in information systems and digital initiatives. During the 39 weeks ended October 29, 2011, $127.3 million of cash was used for capital expenditures primarily to invest in information systems, distribution center capacity and e-commerce, digital and loyalty program initiatives and to open new stores in the U.S. and internationally. During the 39 weeks ended October 30, 2010, $141.6 million of cash was used primarily to open new stores in the U.S. and internationally and to invest in information systems and e-commerce, digital and loyalty program initiatives. In addition, during the 39 weeks ended October 29, 2011, ~~and the 39 weeks ended October 30, 2010,~~ the Company used $27.9 million ~~and $38.1 million, respectively,~~ for acquisitions in support of the Company’s digital initiatives.

Cash used in financing activities was ~~$327.6~~$395.4 million and ~~$458.3~~$327.6 million for the 39 weeks ended October 27, 2012 and October 29, 2011, respectively. The cash used in financing activities for the 39 weeks ended October 27, 2012 was primarily due to the purchase of $328.2 million of treasury shares pursuant to the Board of Directors’ authorizations from November 2011 and March 2012 and the payment of dividends on the Company’s Class A Common Stock of $71.4 million. In addition, the Company borrowed and repaid $81.0 million against its Revolver (as defined below) during the 39 weeks ended October ~~30, 2010, respectively.~~27, 2012. Also, for the 39 weeks ended October 27, 2012, $3.8 million of cash was received due to the issuance of shares relating to stock option exercises. The cash used in financing activities for the 39 weeks ended October 29, 2011 was primarily due to the ~~repurchase~~purchase of $216.9 million of treasury shares and the repurchase of $125 million in principal ~~value~~balance of the Company’s senior notes pursuant to the Board of Directors’ $500.0 million authorization in February 2011. Of ~~this amount,~~the treasury share repurchases, $22.0 million of cash was used to settle ~~treasury share purchases~~amounts that were initiated prior to January 29, 2011. In addition, for the 39 weeks ended October 29, 2011, $14.5 million of cash was received due to the issuance of shares relating to stock option exercises and the Company borrowed ~~$35~~$35.0 million against its Revolver (as defined below) and subsequently repaid the borrowings before October 29, 2011. The cash used in financing activities for the 39 weeks ended October 30, 2010 was primarily due to the repurchase of $286.8 million of treasury shares pursuant to the Board of Directors’ $300.0 million authorization in January 2010 and $300.0 million additional authorization in September 2010 and the repurchase of $200.0 million in principal value of the Company’s senior notes. In addition, for the 39 weeks ended October 30, 2010, $10.1 million of cash was received due to the issuance of shares relating to stock option exercises.

Sources of Liquidity

We utilize cash generated from operations and have funds available to us under our revolving credit facility to cover seasonal fluctuations in cash flows and to support our various growth initiatives. Our cash and cash equivalents are carried at cost ~~which approximates market value,~~ and consist primarily of time deposits with highly rated commercial ~~banks and money market investment funds holding direct U.S. Treasury obligations.~~banks.

On January 4, 2011, the Company entered into a $400 million credit agreement (the “Revolver”), which amended and restated, in its entirety, the ~~Company’s~~Company's prior credit agreement entered into in October 2005 (the “Credit Agreement”). The Revolver provides for a five-year, $400 million asset-based facility, including a $50 million letter of credit sublimit, secured by substantially all of the Company’s and its domestic subsidiaries’ assets. The Company has the ability to increase the facility, which matures in January 2016, by $150 million under certain circumstances. The extension of the Revolver to January 2016 reduces our exposure to potential tightening or other adverse changes in the credit markets.

The Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, any material representation or warranty made by the Company or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting the Company or its subsidiaries, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of the Company or certain of its subsidiaries. As of October ~~29, 2011,~~27, 2012, total availability under the Revolver was $391.0 million, there were no borrowings outstanding ~~under the Revolver~~ and letters of credit outstanding totaled ~~$8.8~~$9.0 million.

In September 2007, the Company’s Luxembourg subsidiary entered into a discretionary $20.0 million Uncommitted Line of Credit (the “Line of Credit”) with Bank of America. There is no term associated with the Line of Credit and Bank of America may withdraw the facility at any time without notice. The Line of Credit ~~will be made~~is available to the Company’s foreign subsidiaries for use primarily as a bank overdraft facility for short-term liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of October ~~29, 2011,~~27, 2012, there were no cash overdrafts outstanding under the Line of Credit of $0.6 million and bank guarantees outstanding ~~totaled $5.7~~of $4.6 million.

In September 2005, the Company, along with GameStop, Inc. as co-issuer (together with the Company, the “Issuers”), completed the offering of $300 million aggregate principal amount of Senior Floating Rate Notes due 2011 (the “Senior Floating Rate Notes”) and $650 million aggregate principal amount of Senior Notes due 2012 (the “Senior Notes” and, together with the Senior Floating Rate Notes, the “Notes”). The Notes were issued under an Indenture, dated September 28, 2005, ~~(the “Indenture”),~~ by and among the Issuers, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee. In November 2006, Wilmington Trust Company was appointed as the new trustee for the Notes (the “Trustee”) ~~for the Notes.~~.

The Indenture contains affirmative and negative covenants customary for such financings, including, among other things, limitations on (1) the incurrence of additional debt, (2) restricted payments, (3) liens, (4) sale and leaseback transactions and (5) asset sales. The debt limitation under the Indenture does not provide an effective restriction on the amount the Company may borrow under current or foreseeable circumstances. Events of default provided for in the Indenture include, among other things, failure to pay interest or principal on the Notes, other breaches of covenants in the Indenture, and certain events of bankruptcy and insolvency.15. As of ~~October 29, 2011,~~January 28, 2012, the ~~Company was in compliance with all covenants associated with the Revolver and the Indenture.~~

~~Under certain conditions, the Issuers may on any one or more occasions prior to maturity redeem up to 100% of the aggregate principal amount of~~ Senior Notes issued under the Indenture at redemption prices at or in excess of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date. The circumstances which would limit the percentage of the Notes which may be redeemed or which would require the Company to pay a premium in excess of 100% of the principal amount are defined in the Indenture. Upon a Change of Control (as defined in the Indenture), the Issuers are required to offer to purchase all of the Notes then outstanding at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The Issuers may acquire Senior Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture.

As of October 29, 2011, there was no long-term debt outstanding and short-term debt consisted of the $125 million in Senior Notes maturing October 1, 2012, gross of the unamortized original issue discount of $0.3 million. As of October 30, 2010, the only long-term debt outstanding was the Senior Notes.had been fully redeemed.

Uses of Capital

Our future capital requirements will depend on the number of new stores opened and the timing of those openings within a given fiscal year, as well as the investments we will make in e-commerce, digital and other strategic initiatives. The Company opened ~~197~~123 stores in the 39 weeks ended October ~~29, 2011~~27, 2012 and expects to open approximately ~~280~~135 stores in fiscal ~~2011.~~2012. Capital expenditures for fiscal ~~2011~~2012 are projected to be approximately ~~$170~~$130 million, to be used primarily to fund continued digital initiatives, new store openings, ~~remodel stores~~store remodels and invest in ~~digital, loyalty, and~~ distribution and information systems in support of operations.

Between May 2006 and ~~October 2010,~~December 2011, the Company repurchased and redeemed the $300 million of Senior Floating Rate Notes and ~~$400~~the $650 million of Senior Notes under previously announced buybacks authorized by the Company’s Board of Directors. The repurchased Notes were delivered to the Trustee for cancellation. ~~The associated loss on the retirement of debt was $6.0 million for~~For the 39-week period ~~ended October 30, 2010, which consisted of the premium paid to retire the Notes and the write-off of deferred financing fees and original issue discount on the retired Senior Notes.~~

In January 2010, the Board of Directors of the Company approved a $300 million share repurchase program authorizing the Company to repurchase its common stock. For fiscal 2009, the number of shares repurchased was 6.1 million for an average price per share of $20.12. Of these shares, $64.6 million of treasury share purchases were settled at the beginning of fiscal 2010. During the 39 weeks ended October 30, 2010, the Company repurchased an additional 11.7 million shares for an average price per share of $19.42. In September 2010, the Board of Directors of the Company approved an additional $300.0 million share repurchase program authorizing the Company to repurchase its common stock. For the remainder of fiscal 2010, the Company purchased an additional 5.4 million shares for an average price per share of $20.77. Of these shares, $22.0 million of treasury share purchases were settled at the beginning of fiscal 2011.

In February 2011, the Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s common stock and/or retire the Company’s Senior Notes. Under the repurchase program, the Company may purchase the Company’s Senior Notes and/or shares of issued and outstanding Class A Common Stock through open market purchases, debt calls or privately negotiated transactions. The timing and actual amount of debt or share repurchases will be determined by the Company’s management based on their evaluation of market conditions and other factors. In addition, repurchases may be suspended or discontinued at any time. As ofending October 29, 2011, the Company has repurchased $194.9 million of common stock, representing 9.2 million shares at an average purchase price of $21.16 per share, and $125.0 million of the Senior Notes, leaving $180.1 million remaining under the February 2011 authorization. Theredeemed $125.0 million of Senior Notes, ~~was retired~~which occurred on October 1, 2011. The associated loss on the retirement of debt was $0.6 million for the 39-week period ended October 29, 2011, which consisted of the write-off of deferred financing fees and original issue discount on the retired Senior Notes.

~~On November 15,~~At the beginning of fiscal 2011, $22.0 million of treasury share purchases made during fiscal 2010 were settled. In February 2011, the Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s common stock and/or retire the ~~Company’s~~Company's Senior ~~Notes, replacing the remaining $180.1 million authorization.~~Notes. Under the repurchase program, the Company ~~may~~could purchase the ~~Company’s~~Company's Senior Notes and/or shares of issued and outstanding Class A Common Stock through open market purchases, debt calls or privately negotiated transactions. ~~The timing and actual amount~~During the 39 weeks ended October 29, 2011, the Company repurchased 9.2 million shares of ~~debt or share repurchases will be determined by~~ the Company’s ~~management based on their evaluation~~common stock at an average purchase price of ~~market conditions~~$21.16 and ~~other factors.~~$125.0 million of Senior Notes. For the remainder of fiscal 2011, the Company purchased an additional 2.0 million shares at an average price per share of $22.38.

In November 2011, the Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s common stock and/or retire the Company's Senior Notes, replacing the remaining $180.1 million authorization. In March 2012, the Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s common stock, replacing the remaining $253.4 million of the November 2011 authorization. During the 39 weeks ended October 27, 2012, the Company repurchased 16.7 million shares at an average price per share of $20.07. As of October 27, 2012, $241.6 million remained available under the March 2012 authorization. On November ~~15, 2011, at~~13, 2012, the ~~direction~~Board of Directors authorized the Company to use $500 million to repurchase shares of the Company’s Class A Common Stock, replacing the remainder of the March 2012 authorization. As of November 28, 2012, the Company has purchased an additional 0.1 million shares for an average price per share of $25.88 since October 27, 2012.

On February 8, 2012, the Board of Directors of the Company approved the ~~Trustee, under~~initiation of a quarterly cash dividend to its stockholders of Class A Common Stock. The first quarterly cash dividend of $0.15 per share was paid on March 12, 2012 to all common stockholders of record as of February 21, 2012. The second quarterly cash dividend of $0.15 per share was paid on June 12, 2012 to all common stockholders of record as of May 29, 2012. The third quarterly cash dividend of $0.25 per share was paid on September 12, 2012 to all common stockholders of record as of August 28, 2012. On November 13, 2012, the ~~Indenture, gave notice to the holders~~Board of Directors of the ~~Senior Notes that~~Company approved a quarterly cash dividend to its stockholders of $0.25 per Class A common share payable on December ~~16, 2011 (the “Redemption Date”),~~12, 2012 to stockholders of record at the ~~Company~~close of business on November 28, 2012. Future dividends will ~~redeem all~~be subject to approval by the Board of Directors of the remaining Senior Notes outstanding, in an aggregate principal amount of $125.0 million, pursuant to the Indenture’s optional redemption provisions. The redemption price for the redeemed Senior Notes will be 100% of the principal amount plus all accrued and unpaid interest to the Redemption Date.Company.

Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under the Revolver will be sufficient to fund our operations, ~~required payments on the Senior Notes,~~ digital initiatives, store ~~expansion~~openings and remodeling activities and corporate capital expenditure programs for at least the next 12 months.

Recent Accounting Pronouncements

Disclosure Regarding Forward-looking Statements

This report on Form 10-Q and other oral and written statements made by the Company to the public contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to:

our reliance on suppliers and vendors for sufficient quantities of their products and for new product releases;

general economic conditions in the U.S. and internationally and specifically, economic conditions affecting Europe, the electronic game industry and the retail ~~industry~~industry;

the launch of next generation consoles and the ~~banking~~timing and ~~financial services market;~~features of such consoles;

alternate sources of distribution of video game software and content;

alternate means to play video games;

the competitive environment in the electronic game industry;

the growth of mobile, social and browser gaming;

our ability to open and operate new stores and to efficiently close underperforming stores;

our ability to attract and retain qualified personnel;

our ability to effectively integrate acquired companies, including digital gaming and technology-based companies that are outside of the Company’s historical operating expertise;

the impact and costs of litigation and regulatory compliance;

unanticipated litigation results, including third-party litigation;

the risks involved with our international ~~operations;~~operations, including continued efforts to consolidate back-office support and close under-performing stores; and

other factors described in the Form 10-K, including those set forth under the caption “Item 1A. Risk Factors.”

In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “should,” “seeks,” “will” or similar expressions. These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Form 10-Q. In light of these risks and uncertainties, the forward-looking events and circumstances contained in this Form 10-Q may not occur, causing actual results to differ materially from those anticipated or implied by our forward-looking statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Exposure

We do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate risks by investing our excess cash balances in short-term, highly-liquid instruments with a maturity of one year or less. ~~In addition, the Senior Notes outstanding carry a fixed interest rate.~~ We do not expect any material losses from our invested cash balances, and we believe that our interest rate exposure is ~~modest.~~not material.

Foreign Currency Risk

The Company uses forward exchange contracts, foreign currency options and cross-currency swaps (together, the “Foreign Currency Contracts”) to manage currency risk primarily related to intercompany loans denominated in non-functional currencies and certain foreign currency assets and liabilities. The Foreign Currency Contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities. For the 13 and 39 week periods ended October ~~29, 2011,~~27, 2012, the Company recognized a ~~$1.7~~$16.7 million loss and $0.2 million gain, respectively, in selling, general and administrative expenses related to the trading of derivative instruments. This loss and gain were offset by gains related to the re-measurement of intercompany loans and foreign currency assets and liabilities of ~~$1.4~~$19.0 million and ~~$1.3~~$1.0 million, respectively, for the 13 and 39 week periods ended October ~~29, 2011.~~27, 2012. The aggregate fair value of the Foreign Currency Contracts as of October ~~29, 2011~~27, 2012 was a net asset of ~~$1.2~~$14.7 million as measured by observable inputs obtained from market news reporting services, such as Bloomberg and The Wall Street Journal, and industry-standard models that consider various assumptions, including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the Foreign Currency Contracts from the market rate as of October ~~29, 2011~~27, 2012 would result in a (loss) or gain in value of the forwards, options and swaps of ($~~22.4)~~8.6) million or ~~$22.4~~$8.6 million, respectively.

We do not use derivative financial instruments for trading or speculative purposes. We are exposed to counterparty credit risk on all of our derivative financial instruments and cash equivalent investments. The Company manages counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. We continuously monitor our counterparty credit risk and utilize a number of different counterparties to minimize our exposure to potential defaults. We do not require collateral under derivative or investment agreements.

ITEM 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the reasonable assurance level. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that the Company’s disclosure controls and procedures are effective at the reasonable assurance level. Notwithstanding the foregoing, 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.

(b) Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.~~Legal~~

Legal Proceedings

In the ordinary course of the Company’s business, the Company is, from time to time, subject to various legal proceedings, including matters involving wage and hour employee class actions and consumer class actions. The Company may enter into discussions regarding settlement of these and other types of lawsuits, and may enter into settlement agreements, if ~~it believes~~we believe settlement is in the best interest of the Company’s stockholders. Management does not believe that any such existing legal proceedings or settlements, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

~~There have been no material developments in previously reported legal proceedings during the fiscal quarter covered by this Form 10-Q.~~

ITEM 1A.

Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended January ~~29, 2011~~28, 2012 filed with the SEC on March ~~30, 2011.~~27, 2012. These risks could materially and adversely affect our business, financial condition and results of operations. The risks described in our Form 10-K have not changed materially, however, they are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Purchases by the Company of its equity securities during the fiscal quarter ended October ~~29, 2011~~27, 2012 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

   (a)
Total
Number of
Shares
Purchased    (b)
Average
Price Paid per
Share    (c)
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs    (d)
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs⁽¹⁾
            (In millions of dollars)
July 31 through August 27, 2011
   1,154,800    $ 21.65    1,154,800    $ 322.6
August 28 through October 1, 2011
   770,575    $ 22.76    770,575    $ 180.1
October 2 through October 29, 2011
   —       $ —       —       $ 180.1





Total
   1,925,375    $ 22.09    1,925,375



	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
							(In millions of dollars)
July 29 through August 25, 2012		1,101,382	$	15.87		1,101,382	$	301.0
August 26 through September 29, 2012		906,400	$	21.82		906,400	$	281.2
September 30 through October 27, 2012		1,724,568	$	22.96		1,724,568	$	241.6

Total		3,732,350	$	20.59		3,732,350

(1)

In ~~February 2011, our~~March 2012, the Board of Directors authorized $500 million to be used for share ~~repurchases and/or retirement of the Company’s senior notes due 2012.~~repurchases. In November ~~2011,~~2012, the Board of Directors authorized $500 million to be used for share repurchases, ~~and/or retirement of the Company’s senior notes due 2012,~~ replacing the ~~remaining $180.1 million~~March 2012 authorization. The November ~~2011~~ $500 million ~~authorization~~plan has no expiration date. ~~Of the $500 million authorization, $125.0 million will be used to redeem the remaining senior notes on December 16, 2011.~~

ITEM 6. Exhibits

Exhibits


Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)
2.2		Sale and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(2)
2.3		Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit 2.2 above.(3)
3.1		Second Amended and Restated Certificate of Incorporation.(4)
3.2		Amended and Restated Bylaws.(5)
3.3		Amendment to Amended and Restated Bylaws.(6)
4.1		Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the subsidiary guarantors party thereto, and Citibank N.A., as trustee.(7)
4.2		First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the subsidiary guarantors party thereto, and Citibank N.A., as trustee.(8)
4.3		Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(5)
4.4		Form of Indenture.(9)
10.1		~~Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc.~~Fourth Amended and ~~GameStop Holdings Corp. (f/k/a GameStop Corp.).~~Restated 2001 Incentive Plan.(10)
10.2		~~Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(10)~~
~~10.3~~		~~Fourth Amended and Restated 2001~~2011 Incentive Plan.(11)
~~10.4~~10.3		Second Amended and Restated Supplemental Compensation Plan.(12)
~~10.5~~10.4		Form of Option Agreement.(13)

Exhibit
Number
Description
  ~~10.6~~10.5
Form of Restricted Share Agreement.(14)
  ~~10.7~~10.6
Amended and Restated Credit Agreement, dated as of January 4, 2011, among GameStop Corp., as Lead Borrower for: GameStop Corp., GameStop, Inc., Sunrise Publications, Inc., Electronics Boutique Holdings Corp., ELBO Inc., EB International Holdings, Inc., Kongregate Inc., GameStop Texas Ltd., Marketing Control Services, Inc., SOCOM LLC and Bank of America, N.A., as Issuing Bank, Bank of America, N.A., as Administrative Agent and Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent, U.S. Bank National Association and Regions Bank, as Co-Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner.(15)
  ~~10.8~~10.7
Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(16)
  ~~10.9~~10.8
Amended and Restated Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
  ~~10.10~~10.9
Amended and Restated Patent and Trademark Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
  ~~10.11~~10.10
Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between GameStop of Texas, L.P. and Bank of America, N.A., as Collateral Agent.(16)

~~Exhibit~~
~~Number~~
~~Description~~
  ~~10.12~~10.11
Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(16)
  ~~10.13~~10.12
Amended and Restated Pledge Agreement, dated January 4, 2011, by and among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
  ~~10.14~~10.13
Term Loan Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Sole Arranger and Bookrunner.(3)
  ~~10.15~~10.14
Security Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.16~~10.15
Patent and Trademark Security Agreement, dated as of November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.17~~10.16
Securities Collateral Pledge Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.18~~10.17
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)
  ~~10.19~~10.18
Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(18)
  ~~10.20~~10.19
Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and R. Richard Fontaine.(19)
  ~~10.21~~10.20
Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and R. Richard Fontaine.(20)
  ~~10.22~~10.21
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(17)

Exhibit
Number
Description
  ~~10.23~~10.22
Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(18)
  ~~10.24~~10.23
Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and Daniel A. DeMatteo.(19)
  ~~10.25~~10.24
Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and Daniel A. DeMatteo.(20)
  ~~10.26~~10.25
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)
  ~~10.27~~10.26
Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Tony Bartel.(19)
  ~~10.28~~10.27
Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Tony Bartel.(20)

~~Exhibit~~
~~Number~~
~~Description~~
  ~~10.29~~10.28
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)
  ~~10.30~~10.29
Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Paul Raines.(19)
  ~~10.31~~10.30
Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Paul Raines.(20)
  ~~10.32~~10.31
Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)
  ~~10.33~~10.32
Amendment, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(20)
  ~~10.34~~
~~2011 Incentive Plan.(21)~~
  31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase

(1)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on April 18, 2005.

(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 2, 2008.

(3)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 18, 2008.

(4)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2007.

(5)	Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-4 filed with the Securities and Exchange Commission on July 8, 2005.

(6)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 8, 2011.

(7)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2005.

(8)	Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended October 29, 2005 filed with the Securities and Exchange Commission on December 8, 2005.

(9)
Incorporated by reference to the Registrant’s Form S-3ASR filed with the Securities and Exchange Commission on April 10, 2006.

(10)	Incorporated by reference to ~~GameStop Holdings Corp.’s Amendment No. 3 to Form S-1 filed with the Securities and Exchange Commission on January 24, 2002.~~

~~(11)~~

~~Incorporated by reference to~~ Appendix A to the Registrant’s Proxy Statement for 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 22, 2009.

(11)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2011.

(12)	Incorporated by reference to Appendix A to the Registrant’s Proxy Statement for 2008 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 23, 2008.

(13)	Incorporated by reference to GameStop Holdings Corp.’s Form 10-K for the fiscal year ended January 29, 2005 filed with the Securities and Exchange Commission on April 11, 2005.

(14)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 12, 2005.

(15)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 6, 2011.

(16)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 12, 2005.

(17)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 7, 2009.

(18)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2010.

(19)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 2, 2010.

(20)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 9, 2011.

~~(21)~~

~~Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2011.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	GAMESTOP CORP.

	By:	/s/ ROBERT A. LLOYD
		~~Robert~~ROBERT A. ~~Lloyd~~LLOYD
		Executive Vice President and Chief Financial Officer ~~(Principal~~
		(Principal Financial Officer)

Date: December ~~7, 2011~~5, 2012


	GAMESTOP CORP.

	By:	/s/ TROY W. CRAWFORD
		~~Troy~~TROY W. ~~Crawford~~CRAWFORD
		Senior Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

Date: December ~~7, 2011~~5, 2012

GAMESTOP CORP.

EXHIBIT INDEX


Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)
2.2		Sale and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(2)
2.3		Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit 2.2 above.(3)
3.1		Second Amended and Restated Certificate of Incorporation.(4)
3.2		Amended and Restated Bylaws.(5)
3.3		Amendment to Amended and Restated Bylaws.(6)
4.1		Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the subsidiary guarantors party thereto, and Citibank N.A., as trustee.(7)
4.2		First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the subsidiary guarantors party thereto, and Citibank N.A., as trustee.(8)
4.3		Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(5)
4.4		Form of Indenture.(9)
10.1		~~Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc.~~Fourth Amended and ~~GameStop Holdings Corp. (f/k/a GameStop Corp.).~~Restated 2001 Incentive Plan.(10)
10.2		~~Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(10)~~
~~10.3~~		~~Fourth Amended and Restated 2001~~2011 Incentive Plan.(11)
~~10.4~~10.3		Second Amended and Restated Supplemental Compensation Plan.(12)
~~10.5~~10.4		Form of Option Agreement.(13)
~~10.6~~10.5		Form of Restricted Share Agreement.(14)
~~10.7~~10.6		Amended and Restated Credit Agreement, dated as of January 4, 2011, among GameStop Corp., as Lead Borrower for: GameStop Corp., GameStop, Inc., Sunrise Publications, Inc., Electronics Boutique Holdings Corp., ELBO Inc., EB International Holdings, Inc., Kongregate Inc., GameStop Texas Ltd., Marketing Control Services, Inc., SOCOM LLC and Bank of America, N.A., as Issuing Bank, Bank of America, N.A., as Administrative Agent and Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent, U.S. Bank National Association and Regions Bank, as Co-Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner.(15)
~~10.8~~10.7		Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(16)
~~10.9~~10.8		Amended and Restated Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
~~10.10~~10.9		Amended and Restated Patent and Trademark Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
~~10.11~~10.10		Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between GameStop of Texas, L.P. and Bank of America, N.A., as Collateral Agent.(16)
~~10.12~~10.11		Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(16)

~~Exhibit~~
~~Number~~
~~Description~~
~~10.13~~10.12
Amended and Restated Pledge Agreement, dated January 4, 2011, by and among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)

Exhibit
Number
Description
  ~~10.14~~10.13
Term Loan Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Sole Arranger and Bookrunner.(3)
  ~~10.15~~10.14
Security Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.16~~10.15
Patent and Trademark Security Agreement, dated as of November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.17~~10.16
Securities Collateral Pledge Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
  ~~10.18~~10.17
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)
  ~~10.19~~10.18
Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(18)
  ~~10.20~~10.19
Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and R. Richard Fontaine.(19)
  ~~10.21~~10.20
Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and R. Richard Fontaine.(20)
  ~~10.22~~10.21
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(17)
  ~~10.23~~10.22
Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(18)
  ~~10.24~~10.23
Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and Daniel A. DeMatteo.(19)
  ~~10.25~~10.24
Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and Daniel A. DeMatteo.(20)
  ~~10.26~~10.25
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)
  ~~10.27~~10.26
Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Tony Bartel.(19)
  ~~10.28~~10.27
Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Tony Bartel.(20)
  ~~10.29~~10.28
Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)
  ~~10.30~~10.29
Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Paul Raines.(19)

~~Exhibit~~
~~Number~~
~~Description~~
~~10.31~~10.30
Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Paul Raines.(20)

Exhibit
Number
Description
  ~~10.32~~10.31
Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)
  ~~10.33~~10.32
Amendment, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(20)
  ~~10.34~~
~~2011 Incentive Plan.(21)~~
  31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase

(1)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on April 18, 2005.

(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 2, 2008.

(3)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 18, 2008.

(4)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2007.

(5)	Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-4 filed with the Securities and Exchange Commission on July 8, 2005.

(6)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 8, 2011.

(7)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2005.

(8)	Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended October 29, 2005 filed with the Securities and Exchange Commission on December 8, 2005.

(9)	Incorporated by reference to the Registrant’s Form S-3ASR filed with the Securities and Exchange Commission on April 10, 2006.

(10)	Incorporated by reference to ~~GameStop Holdings Corp.’s Amendment No. 3 to Form S-1 filed with the Securities and Exchange Commission on January 24, 2002.~~

~~(11)~~

~~Incorporated by reference to~~ Appendix A to the ~~Registrant’s~~Registrant's Proxy Statement for 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 22, 2009.

(11)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2011.

(12)	Incorporated by reference to Appendix A to the Registrant’s Proxy Statement for 2008 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 23, 2008.

(13)	Incorporated by reference to GameStop Holdings Corp.’s Form 10-K for the fiscal year ended January 29, 2005 filed with the Securities and Exchange Commission on April 11, 2005.

(14)	Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 12, 2005.

(15)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 6, 2011.

(16)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 12, 2005.

(17)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 7, 2009.

(18)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 9, 2010.

(19)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 2, 2010.

(20)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 9, 2011.

~~(21)~~

~~Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2011.~~

4643


	GameStop Corp. Stockholders
	Class A Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income		Retained Earnings
	Shares			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interest			Total
									(In millions)
									(Unaudited)
Balance at January 29, 2011		146.0		$	0.1	$	928.9		$	162.5	$	1,805.8	$	(1.4	)	$	2,895.9
Purchase of subsidiary shares from noncontrolling interest		—			—		(1.1	)		—		—		1.0			(0.1	)
Comprehensive income:
Net income (loss) for the 39 weeks ended October 29, 2011		—			—		—			—		165.2		(1.0	)		164.2
Foreign currency translation		—			—		—			67.5		—		(0.2	)		67.3

Total comprehensive income																	231.5
Stock-based compensation		—			—		14.5			—		—		—			14.5
Purchase of treasury stock		(9.2	)		—		(194.9	)		—		—		—			(194.9	)
Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $0.2)		1.6			—		14.6			—		—		—			14.6

Balance at October 29, 2011		138.4		$	0.1	$	762.0		$	230.0	$	1,971.0	$	(1.6	)	$	2,961.5


	Issuers and Guarantor Subsidiaries October 29, 2011		Non-Guarantor Subsidiaries October 29, 2011			Eliminations			Consolidated October 29, 2011
	(Amounts in millions, except per share amounts) (Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	167.1	$	275.5		$	—		$	442.6
Receivables, net		171.7		631.4			(745.0	)		58.1
Merchandise inventories, net		1,074.4		703.9			—			1,778.3
Deferred income taxes — current		26.7		3.7			—			30.4
Prepaid taxes		5.1		19.8			—			24.9
Prepaid expenses		43.1		44.8			—			87.9
Other current assets		10.2		3.7			—			13.9

Total current assets		1,498.3		1,682.8			(745.0	)		2,436.1

Property and equipment:
Land		4.7		20.3			—			25.0
Buildings and leasehold improvements		323.8		289.4			—			613.2
Fixtures and equipment		704.5		161.7			—			866.2

Total property and equipment		1,033.0		471.4			—			1,504.4
Less accumulated depreciation and amortization		655.1		246.4			—			901.5

Net property and equipment		377.9		225.0			—			602.9
Investment		2,213.6		596.4			(2,810.0	)		—
Goodwill, net		1,150.7		909.6			—			2,060.3
Other intangible assets		23.3		246.9			—			270.2
Other noncurrent assets		25.4		37.7			—			63.1

Total noncurrent assets		3,790.9		2,015.6			(2,810.0	)		2,996.5

Total assets	$	5,289.2	$	3,698.4		$	(3,555.0	)	$	5,432.6


LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	951.1	$	513.2		$	—		$	1,464.3
Accrued liabilities		1,125.8		329.0			(745.0	)		709.8
Senior notes payable, current portion, net		124.7		—			—			124.7

Total current liabilities		2,201.6		842.2			(745.0	)		2,298.8

Deferred taxes		40.1		26.9			—			67.0
Other long-term liabilities		85.9		19.4			—			105.3

Total long-term liabilities		126.0		46.3			—			172.3

Total liabilities		2,327.6		888.5			(745.0	)		2,471.1

Stockholders’ equity:
Preferred stock — authorized 5.0 shares; no shares issued or outstanding		—		—			—			—
Class A common stock — $.001 par value; authorized 300.0 shares; 138.4 shares outstanding		0.1		—			—			0.1
Additional paid-in-capital		760.5		2,450.2			(2,448.7	)		762.0
Accumulated other comprehensive income		230.0		82.9			(82.9	)		230.0
Retained earnings		1,971.0		278.4			(278.4	)		1,971.0

Equity attributable to GameStop Corp. stockholders		2,961.6		2,811.5			(2,810.0	)		2,963.1
Equity (deficit) attributable to noncontrolling interest		—		(1.6	)		—			(1.6	)

Total equity		2,961.6		2,809.9			(2,810.0	)		2,961.5

Total liabilities and stockholders’ equity	$	5,289.2	$	3,698.4		$	(3,555.0	)	$	5,432.6


	Issuers and Guarantor Subsidiaries October 30, 2010			Non-Guarantor Subsidiaries October 30, 2010			Eliminations			Consolidated October 30, 2010
	(Amounts in millions, except per share amounts) (Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	45.5		$	135.6		$	—		$	181.1
Receivables, net		122.5			631.2			(694.9	)		58.8
Merchandise inventories, net		1,290.2			652.2			—			1,942.4
Deferred income taxes — current		18.2			3.6			—			21.8
Prepaid taxes		(7.5	)		19.0			—			11.5
Prepaid expenses		40.4			30.3			—			70.7
Other current assets		6.0			7.8			—			13.8

Total current assets		1,515.3			1,479.7			(694.9	)		2,300.1

Property and equipment:
Land		4.7			19.6			—			24.3
Buildings and leasehold improvements		316.7			248.2			—			564.9
Fixtures and equipment		630.1			155.7			—			785.8

Total property and equipment		951.5			423.5			—			1,375.0
Less accumulated depreciation and amortization		564.3			204.6			—			768.9

Net property and equipment		387.2			218.9			—			606.1
Investment		2,122.7			595.0			(2,717.7	)		—
Goodwill, net		1,125.1			879.5			—			2,004.6
Other intangible assets		12.0			251.2			—			263.2
Other noncurrent assets		7.0			34.1			—			41.1

Total noncurrent assets		3,654.0			1,978.7			(2,717.7	)		2,915.0

Total assets	$	5,169.3		$	3,458.4		$	(3,412.6	)	$	5,215.1


LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	1,084.6		$	430.0		$	—		$	1,514.6
Accrued liabilities		995.1			264.1			(694.9	)		564.3

Total current liabilities		2,079.7			694.1			(694.9	)		2,078.9

Senior notes payable, long-term portion, net		248.9			—			—			248.9
Deferred taxes		(13.9	)		31.9			—			18.0
Other long-term liabilities		84.0			16.1			—			100.1

Total long-term liabilities		319.0			48.0			—			367.0

Total liabilities		2,398.7			742.1			(694.9	)		2,445.9

Stockholders’ equity:
Preferred stock — authorized 5.0 shares; no shares issued or outstanding		—			—			—			—
Class A common stock — $.001 par value; authorized 300.0 shares; 151.4 shares outstanding		0.2			—			—			0.2
Additional paid-in-capital		1,034.8			2,427.3			(2,427.3	)		1,034.8
Accumulated other comprehensive income		167.6			42.9			(42.9	)		167.6
Retained earnings		1,568.0			247.5			(247.5	)		1,568.0

Equity attributable to GameStop Corp. stockholders		2,770.6			2,717.7			(2,717.7	)		2,770.6
Equity (deficit) attributable to noncontrolling interest		—			(1.4	)		—			(1.4	)

Total equity		2,770.6			2,716.3			(2,717.7	)		2,769.2

Total liabilities and stockholders’ equity	$	5,169.3		$	3,458.4		$	(3,412.6	)	$	5,215.1


	Issuers and Guarantor Subsidiaries January 29, 2011		Non-Guarantor Subsidiaries January 29, 2011			Eliminations			Consolidated January 29, 2011
	(Amounts in millions, except per share amounts)
ASSETS:
Current assets:
Cash and cash equivalents	$	378.7	$	332.1		$	—		$	710.8
Receivables, net		161.3		629.8			(725.6	)		65.5
Merchandise inventories, net		783.4		474.1			—			1,257.5
Deferred income taxes — current		24.4		4.4			—			28.8
Prepaid expenses		40.5		35.2			—			75.7
Other current assets		10.1		6.4			—			16.5

Total current assets		1,398.4		1,482.0			(725.6	)		2,154.8

Property and equipment:
Land		4.7		19.3			—			24.0
Buildings and leasehold improvements		323.3		253.9			—			577.2
Fixtures and equipment		663.9		153.9			—			817.8

Total property and equipment		991.9		427.1			—			1,419.0
Less accumulated depreciation and amortization		595.2		210.0			—			805.2

Net property and equipment		396.7		217.1			—			613.8
Investment		2,161.4		595.1			(2,756.5	)		—
Goodwill, net		1,125.1		871.2			—			1,996.3
Other intangible assets		11.4		243.2			—			254.6
Other noncurrent assets		10.8		33.5			—			44.3

Total noncurrent assets		3,705.4		1,960.1			(2,756.5	)		2,909.0

Total assets	$	5,103.8	$	3,442.1		$	(3,482.1	)	$	5,063.8


LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	725.7	$	302.4		$	—		$	1,028.1
Accrued liabilities		1,047.7		334.9			(725.6	)		657.0
Taxes payable		63.3		(0.6	)		—			62.7

Total current liabilities		1,836.7		636.7			(725.6	)		1,747.8

Senior notes payable, long-term portion, net		249.0		—			—			249.0
Deferred taxes		40.5		34.4			—			74.9
Other long-term liabilities		80.3		15.9			—			96.2

Total long-term liabilities		369.8		50.3			—			420.1

Total liabilities		2,206.5		687.0			(725.6	)		2,167.9

Stockholders’ equity:
Preferred stock — authorized 5.0 shares; no shares issued or outstanding		—		—			—			—
Class A common stock — $.001 par value; authorized 300.0 shares; 146.0 shares outstanding		0.1		—			—			0.1
Additional paid-in-capital		928.9		2,430.7			(2,430.7	)		928.9
Accumulated other comprehensive income (loss)		162.5		34.4			(34.4	)		162.5
Retained earnings		1,805.8		291.4			(291.4	)		1,805.8

Equity attributable to GameStop Corp. stockholders		2,897.3		2,756.5			(2,756.5	)		2,897.3
Equity (deficit) attributable to noncontrolling interest		—		(1.4	)		—			(1.4	)

Total equity		2,897.3		2,755.1			(2,756.5	)		2,895.9

Total liabilities and stockholders’ equity	$	5,103.8	$	3,442.1		$	(3,482.1	)	$	5,063.8


For the 13 Weeks Ended October 29, 2011	Issuers and Guarantor Subsidiaries October 29, 2011			Non-Guarantor Subsidiaries October 29, 2011			Eliminations			Consolidated October 29, 2011
	(Amounts in millions) (Unaudited)
Sales	$	1,311.3		$	635.5		$	—		$	1,946.8
Cost of sales		915.5			458.4			—			1,373.9

Gross profit		395.8			177.1			—			572.9
Selling, general and administrative expenses		296.2			147.1			—			443.3
Depreciation and amortization		31.8			15.2			—			47.0

Operating earnings		67.8			14.8			—			82.6
Interest income		(8.8	)		(5.4	)		14.0			(0.2	)
Interest expense		4.9			14.5			(14.0	)		5.4
Debt extinguishment expense		0.6			—			—			0.6

Earnings before income tax expense		71.1			5.7			—			76.8
Income tax expense		20.9			2.2			—			23.1

Consolidated net income		50.2			3.5			—			53.7
Net loss attributable to noncontrolling interests		—			0.2			—			0.2

Consolidated net income attributable to GameStop	$	50.2		$	3.7		$	—		$	53.9


For the 13 Weeks Ended October 30, 2010	Issuers and Guarantor Subsidiaries October 30, 2010			Non-Guarantor Subsidiaries October 30, 2010			Eliminations			Consolidated October 30, 2010
	(Amounts in millions) (Unaudited)
Sales	$	1,300.3		$	598.9		$	—		$	1,899.2
Cost of sales		921.6			431.3			—			1,352.9

Gross profit		378.7			167.6			—			546.3
Selling, general and administrative expenses		277.7			131.1			—			408.8
Depreciation and amortization		29.5			15.2			—			44.7

Operating earnings		71.5			21.3			—			92.8
Interest income		(8.6	)		(4.0	)		12.3			(0.3	)
Interest expense		9.7			12.6			(12.3	)		10.0
Debt extinguishment expense		6.0			—			—			6.0

Earnings before income tax expense		64.4			12.7			—			77.1
Income tax expense		18.7			4.1			—			22.8

Consolidated net income		45.7			8.6			—			54.3
Net loss attributable to noncontrolling interests		—			0.4			—			0.4

Consolidated net income attributable to GameStop	$	45.7		$	9.0		$	—		$	54.7


For the 39 Weeks Ended October 29, 2011	Issuers and Guarantor Subsidiaries October 29, 2011			Non-Guarantor Subsidiaries October 29, 2011			Eliminations			Consolidated October 29, 2011
	(Amounts in millions) (Unaudited)
Sales	$	4,169.0		$	1,802.9		$	—		$	5,971.9
Cost of sales		2,938.3			1,297.3			—			4,235.6

Gross profit		1,230.7			505.6			—			1,736.3
Selling, general and administrative expenses		878.2			450.3			—			1,328.5
Depreciation and amortization		94.5			45.9			—			140.4

Operating earnings		258.0			9.4			—			267.4
Interest income		(27.4	)		(15.2	)		41.9			(0.7	)
Interest expense		17.3			43.1			(41.9	)		18.5
Debt extinguishment expense		0.6			—			—			0.6

Earnings (loss) before income tax expense		267.5			(18.5	)		—			249.0
Income tax expense (benefit)		89.4			(4.6	)		—			84.8

Consolidated net income (loss)		178.1			(13.9	)		—			164.2
Net loss attributable to noncontrolling interests		—			1.0			—			1.0

Consolidated net income (loss) attributable to GameStop	$	178.1		$	(12.9	)	$	—		$	165.2


For the 39 Weeks Ended October 30, 2010	Issuers and Guarantor Subsidiaries October 30, 2010			Non-Guarantor Subsidiaries October 30, 2010			Eliminations			Consolidated October 30, 2010
	(Amounts in millions) (Unaudited)
Sales	$	4,111.6		$	1,669.3		$	—		$	5,780.9
Cost of sales		2,936.4			1,210.6			—			4,147.0

Gross profit		1,175.2			458.7			—			1,633.9
Selling, general and administrative expenses		826.1			391.5			—			1,217.6
Depreciation and amortization		84.4			45.0			—			129.4

Operating earnings		264.7			22.2			—			286.9
Interest income		(26.3	)		(11.8	)		36.8			(1.3	)
Interest expense		29.7			37.7			(36.8	)		30.6
Debt extinguishment expense		6.0			—			—			6.0

Earnings (loss) before income tax expense		255.3			(3.7	)		—			251.6
Income tax expense (benefit)		90.8			(8.2	)		—			82.6

Consolidated net income		164.5			4.5			—			169.0
Net loss attributable to noncontrolling interests		—			1.2			—			1.2

Consolidated net income attributable to GameStop	$	164.5		$	5.7		$	—		$	170.2


~~Exhibit~~ ~~Number~~		~~Description~~
~~10.12~~10.11		Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(16)
~~10.13~~10.12		Amended and Restated Pledge Agreement, dated January 4, 2011, by and among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15)
~~10.14~~10.13		Term Loan Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Sole Arranger and Bookrunner.(3)
~~10.15~~10.14		Security Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
~~10.16~~10.15		Patent and Trademark Security Agreement, dated as of November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
~~10.17~~10.16		Securities Collateral Pledge Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3)
~~10.18~~10.17		Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)
~~10.19~~10.18		Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(18)
~~10.20~~10.19		Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and R. Richard Fontaine.(19)
~~10.21~~10.20		Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and R. Richard Fontaine.(20)
~~10.22~~10.21		Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(17)


Exhibit Number		Description
~~10.23~~10.22		Amendment, dated as of April 5, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.(18)
~~10.24~~10.23		Second Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010, between GameStop Corp. and Daniel A. DeMatteo.(19)
~~10.25~~10.24		Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of April 5, 2010 and a Second Amendment dated as of June 2, 2010, between GameStop Corp. and Daniel A. DeMatteo.(20)
~~10.26~~10.25		Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)
~~10.27~~10.26		Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Tony Bartel.(19)
~~10.28~~10.27		Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Tony Bartel.(20)


~~Exhibit~~ ~~Number~~		~~Description~~
~~10.29~~10.28		Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)
~~10.30~~10.29		Amendment, dated as of June 2, 2010, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Paul Raines.(19)
~~10.31~~10.30		Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, as amended by a First Amendment dated as of June 2, 2010, between GameStop Corp. and Paul Raines.(20)
~~10.32~~10.31		Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)
~~10.33~~10.32		Amendment, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(20)
~~10.34~~		~~2011 Incentive Plan.(21)~~
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase