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 27, 2012~~NOVEMBER 2, 2013

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 26, 2012: 121,180,041~~December 4, 2013: 115,810,737

TABLE OF CONTENTS


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

	Condensed Consolidated Balance Sheets (unaudited) — November 2, 2013, October 27, 2012 ~~(unaudited), October 29, 2011 (unaudited)~~ and ~~January 28, 2012~~February 2, 2013		1

	Condensed Consolidated Statements of Operations (unaudited) — For the 13 weeks and 39 weeks ended November 2, 2013 and October 27, 2012 ~~and October 29, 2011~~		2

	Condensed Consolidated Statements of Comprehensive Income (unaudited) — For the 13 weeks and 39 weeks ended November 2, 2013 and October 27, 2012 ~~and October 29, 2011~~		3

	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity (unaudited) — For the 39 weeks ended November 2, 2013 and October 27, 2012		4

	Condensed Consolidated Statements of Cash Flows (unaudited) — For the 39 weeks ended November 2, 2013 and October 27, 2012 ~~and October 29, 2011~~		5

	Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1917

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3331

Item 4.	Controls and Procedures		3432

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings		3432

Item 1A.	Risk Factors		3432

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3533

Item 6.	Exhibits		3534

SIGNATURES			3935

EXHIBIT INDEX			4036

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

~~ITEM 1.~~ ~~Financial~~

~~Statements~~

GAMESTOP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


		October 27, 2012		October 29, 2011			January 28, 2012				November 2, 2013		October 27, 2012		February 2, 2013
		(Unaudited)		(Unaudited)							(In millions, except per share data)
		(In millions, except per share data)									(Unaudited)
ASSETS:	ASSETS:									ASSETS:
Current assets:
Cash and cash equivalents		$	366.4	$	442.6		$	655.0			$	649.1	$	366.4	$	635.8
Receivables, net			49.6		58.1			64.4				88.6		49.6		73.6
Merchandise inventories, net			1,645.7		1,778.3			1,137.5				1,717.0		1,645.7		1,171.3
Deferred income taxes — current			44.6		30.4			44.7				55.0		44.6		61.7
Prepaid income taxes			46.9		24.9			—				30.4		46.9		—
Prepaid expenses			83.8		87.9			79.9				92.0		83.8		61.2
Other current assets			15.4		13.9			15.8				2.6		15.4		7.3

Total current assets			2,252.4		2,436.1			1,997.3				2,634.7		2,252.4		2,010.9

Property and equipment:
Land			22.2		25.0			22.8				21.3		22.2		22.5
Buildings and leasehold improvements			597.4		613.2			602.2				604.0		597.4		606.4
Fixtures and equipment			897.9		866.2			876.3				952.9		897.9		926.0

Total property and equipment			1,517.5		1,504.4			1,501.3				1,578.2		1,517.5		1,554.9
Less accumulated depreciation and amortization			997.6		901.5			928.0				1,105.3		997.6		1,030.1

Net property and equipment			519.9		602.9			573.3				472.9		519.9		524.8
Goodwill			1,377.9		2,060.3			2,019.0				1,371.4		1,377.9		1,383.1
Other intangible assets, net			149.7		270.2			209.1				142.9		149.7		153.4
Other noncurrent assets			49.4		63.1			48.7				120.3		49.4		61.4

Total noncurrent assets			2,096.9		2,996.5			2,850.1				2,107.5		2,096.9		2,122.7

Total assets		$	4,349.3	$	5,432.6		$	4,847.4			$	4,742.2	$	4,349.3	$	4,133.6	��

LIABILITIES AND STOCKHOLDERS’ EQUITY:	LIABILITIES AND STOCKHOLDERS’ EQUITY:									LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable		$	1,277.6	$	1,464.3		$	804.3			$	1,501.8	$	1,277.6	$	870.9
Accrued liabilities			823.0		709.8			749.8				991.0		823.0		741.0
Income taxes payable			—		—			79.8				—		—		103.4
Senior notes payable, current portion, net			—		124.7			—

Total current liabilities			2,100.6		2,298.8			1,633.9				2,492.8		2,100.6		1,715.3

Deferred income taxes			55.6		67.0			67.1				26.2		55.6		31.5
Other long-term liabilities			95.5		105.3			106.2				75.9		95.5		100.5

Total long-term liabilities			151.1		172.3			173.3				102.1		151.1		132.0

Total liabilities			2,251.7		2,471.1			1,807.2				2,594.9		2,251.7		1,847.3

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock — authorized 5.0 shares; no shares issued or outstanding			—		—			—				—		—		—
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
Class A common stock — $.001 par value; authorized 300.0 shares; 116.2, 130.9 and 128.2 shares issued, 116.2, 120.9 and 118.2 shares outstanding, respectively												0.1		0.1		0.1
Additional paid-in-capital			409.8		762.0			726.6				220.8		409.8		348.3
Accumulated other comprehensive income			144.6		230.0			169.7				118.6		144.6		164.4
Retained earnings			1,543.1		1,971.0			2,145.7				1,807.8		1,543.1		1,773.5

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

Total equity			2,097.6		2,961.5			3,040.2
Total stockholders’ equity												2,147.3		2,097.6		2,286.3

Total liabilities and stockholders’ equity		$	4,349.3	$	5,432.6		$	4,847.4			$	4,742.2	$	4,349.3	$	4,133.6

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   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.~~


	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
	(In millions, except per share data)
	(Unaudited)
Net sales	$	2,106.7		$	1,772.8		$	5,355.7		$	5,325.2
Cost of sales		1,508.3			1,215.4			3,697.6			3,648.6

Gross profit		598.4			557.4			1,658.1			1,676.6
Selling, general and administrative expenses		448.5			438.2			1,319.3			1,319.4
Depreciation and amortization		40.8			43.9			123.7			132.3
Goodwill impairments		—			627.0			—			627.0
Asset impairments		—			51.8			—			51.8

Operating earnings (loss)		109.1			(603.5	)		215.1			(453.9	)
Interest income		(0.3	)		(0.2	)		(0.5	)		(0.6	)
Interest expense		1.0			1.2			3.4			2.9

Earnings (loss) before income tax expense		108.4			(604.5	)		212.2			(456.2	)
Income tax expense		39.8			19.8			78.5			74.7

Consolidated net income (loss)		68.6			(624.3	)		133.7			(530.9	)
Net loss attributable to noncontrolling interests		—			—			—			0.1

Consolidated net income (loss) attributable to GameStop Corp.	$	68.6		$	(624.3	)	$	133.7		$	(530.8	)

Basic net income (loss) per common share attributable to GameStop Corp.	$	0.59		$	(5.08	)	$	1.14		$	(4.13	)

Diluted net income (loss) per common share attributable to GameStop Corp.	$	0.58		$	(5.08	)	$	1.12		$	(4.13	)

Dividends per common share	$	0.275		$	0.25		$	0.825		$	0.55

Weighted average shares of common stock outstanding — basic		116.8			122.8			117.7			128.5

Weighted average shares of common stock outstanding — diluted		118.1			122.8			118.9			128.5

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	13 Weeks Ended						39 Weeks Ended					13 Weeks Ended					39 Weeks Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011		November 2, 2013		October 27, 2012			November 2, 2013			October 27, 2012
	(In millions)											(In millions)
				(Unaudited)								(Unaudited)
Consolidated net income (loss)	$	(624.3	)	$	53.7		$	(530.9	)	$	164.2	$	68.6	$	(624.3	)	$	133.7		$	(530.9	)
Other comprehensive income (loss):
Foreign currency translation		33.2			(35.9	)		(25.2	)		67.3
Foreign currency translation adjustment													20.3		33.2			(45.8	)		(25.2	)

Total comprehensive income (loss)		(591.1	)		17.8			(556.1	)		231.5		88.9		(591.1	)		87.9			(556.1	)
Comprehensive loss attributable to noncontrolling interests		—			0.2			0.2			1.2		—		—			—			0.2

Comprehensive income (loss) attributable to GameStop	$	(591.1	)	$	18.0		$	(555.9	)	$	232.7
Comprehensive income (loss) attributable to GameStop Corp.												$	88.9	$	(591.1	)	$	87.9		$	(555.9	)

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

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

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


	Class A Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings
	Class A Common Stock
	Shares			Common Stock											Total
	(In millions)
	(Unaudited)
Balance at February 2, 2013		118.2		$	0.1	$	348.3		$	164.4		$	1,773.5		$	2,286.3
Net income for the 39 weeks ended November 2, 2013		—			—		—			—			133.7			133.7
Foreign currency translation										(45.8	)		—			(45.8	)
Dividends¹		—			—		—			—			(99.4	)		(99.4	)
Stock-based compensation		—			—		16.7			—			—			16.7
Purchase of treasury stock		(5.2	)		—		(208.8	)		—			—			(208.8	)
Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $9.8)		3.2			—		64.6			—			—			64.6

Balance at November 2, 2013		116.2		$	0.1	$	220.8		$	118.6		$	1,807.8		$	2,147.3

1	Dividends declared per common share were $0.825 in the 39 weeks ended November 2, 2013.


	GameStop Corp. Stockholders														Noncontrolling Interest			Total
	Class A Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings
	Class A Common Stock
	Shares			Common Stock
	(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			—
Net loss for the 39 weeks ended October 27, 2012		—			—		—			—			(530.8	)		(0.1	)		(530.9	)
Foreign currency translation		—			—		—			(25.1	)		—			(0.1	)		(25.2	)
Dividends²		—			—		—			—			(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

2	Dividends declared per common share were $0.55 in the 39 weeks ended October 27, 2012.

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	39 Weeks Ended						39 Weeks Ended
	October 27, 2012			October 29, 2011			November 2, 2013			October 27, 2012
	(In millions)						(In millions)
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Consolidated net income (loss)	$	(530.9	)	$	164.2		$	133.7		$	(530.9	)
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			125.7			134.2
Goodwill impairments and asset impairments		678.8			—			—			678.8
Amortization and retirement of deferred financing fees and issue discounts		0.9			2.3
Amortization of deferred financing fees								0.9			0.9
Stock-based compensation expense		15.7			14.5			16.7			15.7
Deferred income taxes		(11.0	)		(10.5	)		0.6			(11.0	)
Excess tax (benefits) expense realized from exercise of stock-based awards		(0.4	)		0.2
Excess tax benefits realized from exercise of stock-based awards								(11.1	)		(0.4	)
Loss on disposal of property and equipment		4.7			9.5			4.4			4.7
Changes in other long-term liabilities		(9.5	)		1.3			(23.7	)		(9.5	)
Changes in operating assets and liabilities, net:
Receivables, net		14.7			8.5			(15.5	)		14.7
Merchandise inventories		(518.6	)		(502.4	)		(563.8	)		(518.6	)
Prepaid expenses and other current assets		(3.8	)		(7.8	)		(27.2	)		(3.8	)
Prepaid income taxes and accrued income taxes payable		(126.0	)		(88.0	)		(124.0	)		(126.0	)
Accounts payable and accrued liabilities		554.9			477.1			889.3			554.9

Net cash flows provided by operating activities		203.7			211.0			406.0			203.7

Cash flows from investing activities:
Purchase of property and equipment		(88.9	)		(127.3	)		(76.0	)		(88.9	)
Acquisitions, net of cash acquired		(1.5	)		(27.9	)		—			(1.5	)
Investment								(62.6	)		—
Other		(1.5	)		(7.6	)		1.3			(1.5	)

Net cash flows used in investing activities		(91.9	)		(162.8	)		(137.3	)		(91.9	)

Cash flows from financing activities:
Repurchase of notes payable		—			(125.0	)
Purchase of treasury shares		(328.2	)		(216.9	)		(204.9	)		(328.2	)
Dividends paid		(71.4	)		—			(98.7	)		(71.4	)
Borrowings from the revolver		81.0			35.0			130.0			81.0
Repayments of revolver borrowings		(81.0	)		(35.0	)		(130.0	)		(81.0	)
Issuance of shares relating to stock options		3.8			14.5			54.8			3.8
Excess tax benefits (expense) realized from exercise of stock-based awards		0.4			(0.2	)
Excess tax benefits realized from exercise of stock-based awards								11.1			0.4

Net cash flows used in financing activities		(395.4	)		(327.6	)		(237.7	)		(395.4	)

Exchange rate effect on cash and cash equivalents		(5.0	)		11.2			(17.7	)		(5.0	)

Net decrease in cash and cash equivalents		(288.6	)		(268.2	)
Net increase (decrease) in cash and cash equivalents								13.3			(288.6	)
Cash and cash equivalents at beginning of period		655.0			710.8			635.8			655.0

Cash and cash equivalents at end of period	$	366.4		$	442.6		$	649.1		$	366.4

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Summary of 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 video game retailer. ~~The Company sells~~We sell new and ~~used~~pre-owned video game hardware, physical and digital video game software, accessories, as well as PC entertainment software, new and pre-owned mobile and consumer electronics products 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~~our 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 consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with ~~the Company’s~~our annual report on Form 10-K for the 5253 weeks ended ~~January 28, 2012~~February 2, 2013 (“fiscal ~~2011”~~2012”). The preparation of financial statements in conformity with GAAP requires ~~management~~us 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~~we have made ~~its~~our 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~~us could have a significant impact on ~~the Company’s~~our 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 27, 2012~~November 2, 2013 are not indicative of the results to be expected for the 5352 weeks ending February 1, 2014 (“fiscal 2013”).

Cash and Cash Equivalents

We consider all short-term, highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Our cash and cash equivalents are carried at cost, which approximates market value, and consist primarily of time deposits with commercial banks. From time to time depending upon interest rates, credit worthiness and other factors, we invest in money market investment funds holding direct U.S. Treasury obligations. Accounts payable and accrued liabilities include $240.0 million, $76.8 million and $261.1 million of outstanding checks not yet presented for payment as of the quarters ending November 2, 2013, October 27, 2012 and for the year ending February 2, 2013, ~~(“fiscal 2012”).~~respectively.

~~Certain reclassifications~~Restricted Cash

Restricted cash of $10.6 million, $12.8 million and $13.4 million as of November 2, 2013, October 27, 2012 and February 2, 2013, respectively, consists primarily of bank deposits serving as collateral for bank guarantees issued on behalf of our foreign subsidiaries and is included in other noncurrent assets in our condensed consolidated balance sheets.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

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

Recently Issued Accounting Standards

In July 2013, accounting standards update (“ASU”) 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued requiring an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to ~~conform~~be presented in the ~~prior period data~~financial statements as either a reduction to a deferred tax asset or separately as a liability depending on the existence, availability and/or use of an operating loss carryforward, a similar tax loss, or a tax credit carryforward. This ASU will be effective for us beginning the first quarter of 2014. We do not expect that this ASU will have an impact on our condensed consolidated financial statements as we currently do not have any unrecognized tax benefits in the same jurisdictions in which we have tax loss or credit carryovers.

In March 2013, ASU 2013-05 “Foreign Currency Matters (Topic 830)” was issued providing guidance with respect to the ~~current interim period presentation.~~release of cumulative translation adjustments into net income when a parent company sells either a part or all of an investment in a foreign entity. The ASU requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a foreign subsidiary or a group of assets that constitutes a business within a foreign entity. This ASU will be effective for us beginning the first quarter of 2014. We are evaluating the effect of this ASU, but do not expect it to have a significant impact on our condensed consolidated financial statements.

Recently Adopted Accounting Standards

~~During the first quarter~~In February 2013, ASU 2013-02 “Comprehensive Income (Topic 220): Reporting of ~~fiscal 2012, we adopted the accounting standard update regarding the presentation~~Amounts Reclassified Out of ~~comprehensive income. This accounting standard update~~Accumulated Other Comprehensive Income” was issued ~~to increase the prominence~~regarding disclosure of ~~items reported in~~amounts reclassified out of accumulated other comprehensive ~~income. The accounting standard update requires that all non-owner changes in stockholders’ equity be presented~~income by component. An entity is required to present either ~~in a single continuous~~on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income orby the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in ~~two separate, but consecutive statements. In connection with~~its entirety in the ~~adoption of this accounting standard update,~~same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU was effective for our ~~condensed consolidated financial statements now include separate statements of comprehensive income.~~

~~During the first quarter of~~annual and interim periods beginning in 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.2013. The ~~adoption of this accounting standard update did not have a significant impact~~ASU had no effect on our condensed consolidated financial statements.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.	Accounting for Stock-Based Compensation

The following is a summary of the stock-based awards granted during the periods indicated:


	39 Weeks Ended November 2, 2013				39 Weeks Ended October 27, 2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(In thousands, except per share data)
Stock options – time-vested		457	$	7.10		—		—
Restricted stock awards – time-vested		916	$	24.82		784	$	23.66
Restricted stock awards – performance-based		262	$	24.82		626	$	23.66

Total stock-based awards		1,635				1,410

For stock options granted, ~~the Company records share-based~~we record stock-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, expected dividend yield and ~~the~~ expected employee forfeiture rate. ~~The Company uses~~We use historical data to estimate the option life, dividend yield and the employee forfeiture rate, and ~~uses~~use historical volatility when estimating the stock price volatility. ~~There~~The following assumptions were noused with respect to the stock options ~~granted during the 39 weeks ended October 27, 2012 and October 29, 2011.~~granted:

~~For the 13 weeks ended October 27, 2012 and October 29, 2011, the Company included~~


	39 Weeks Ended November 2, 2013
Volatility		46.4	%
Risk-free interest rate		1.0	%
Expected life (years)		5.6
Expected dividend yield		4.3	%

Total stock-based compensation ~~expense relating to stock option grants of $0.7 million and $1.6 million, respectively,~~recognized in selling, general and administrative expenses inwas as follows for the accompanying condensed consolidated statements of operations. For the 39 weeks ended October 27, 2012 and October 29, 2011, the Company included compensation expense relating to stock option grants of $2.1 million and $4.8 million, respectively, in selling, general and administrative expenses. periods indicated:


	13 Weeks Ended				39 Weeks Ended
	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
	(In millions)
Stock-based compensation expense	$	5.2	$	5.3	$	16.7	$	15.7

As of ~~October 27, 2012,~~November 2, 2013, the unrecognized compensation expense related to the unvested portion of our ~~stock options~~stock–based awards was ~~$0.7~~$38.0 million, which is expected to be recognized over a weighted average period of ~~0.3~~2.0 years. The total intrinsic value of options exercised during the 13 weeks ended November 2, 2013 and October 27, 2012 ~~and October 29, 2011~~ was ~~$1.1~~$27.6 million and ~~$1.3~~$1.1 million, respectively. The total intrinsic value of options exercised during the 39 weeks ended November 2, 2013 and October 27, 2012 was $48.7 million and ~~October 29, 2011 was~~ $2.2 million, ~~and $11.3 million,~~ respectively.

During the 13 weeks ended October 27, 2012 and October 29, 2011, the Company 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 with a fair value of $20.90 per share. Of these shares, 371,770 vest in equal annual installments over three years, 76,475 vest over three years based on performance targets achieved, and 4,025 were forfeited based on fiscal 2011 performance. During the 13 weeks ended October 27, 2012 and October 29, 2011, the Company included compensation expense relating to the restricted stock grants in the amount of $4.6 million and $3.1 million, respectively, in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the 39 weeks ended October 27, 2012 and October 29, 2011, the Company included compensation expense relating to the restricted stock grants in the amount of $13.6 million and $9.7 million, respectively, in selling, general and administrative expenses. As of October 27, 2012, there was $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 2.1 years.

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 which were excluded from the computation of diluted earnings per share because they were anti-dilutive:


	13 Weeks Ended					39 Weeks Ended
	November 2, 2013		October 27, 2012			November 2, 2013		October 27, 2012
	(In millions, except per share data)
Consolidated net income (loss) attributable to GameStop Corp.	$	68.6	$	(624.3	)	$	133.7	$	(530.8	)

Weighted average common shares outstanding		116.8		122.8			117.7		128.5
Dilutive effect of options and restricted shares on common stock(1)		1.3		—			1.2		—

Common shares and dilutive potential common shares		118.1		122.8			118.9		128.5

Net income (loss) per common share:
Basic	$	0.59	$	(5.08	)	$	1.14	$	(4.13	)

Diluted	$	0.58	$	(5.08	)	$	1.12	$	(4.13	)

(1)

~~Anti-~~
~~Dilutive~~
~~Shares~~

~~Range of~~
~~Exercise~~
~~Prices~~

~~Expiration~~
~~Dates~~

~~(In millions, except per share data)~~

Excludes 1.1 million, 4.6 million, 1.6 million and 4.2 million share-based awards for the 13 ~~Weeks Ended~~weeks ended November 2, 2013, the 13 weeks ended October 27, 2012,

~~4.6~~

~~5.90 - 49.95~~

the 39 weeks ended November 2, 2013 ~~- 2020~~

~~13 Weeks Ended~~and the 39 weeks ended October ~~29, 2011~~27, 2012, respectively, because their effects were antidilutive.

~~3.5~~

~~20.32 - 49.95~~

~~2017 - 2020~~

4.	Fair Value Measurements and Financial Instruments

Recurring Fair Value Measurements and Derivative Financial Instruments

~~The Company defines fair~~Fair value is defined 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.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	October 27, 2012		October 29, 2011		January 28, 2012
	Level 2		Level 2		Level 2		November 2, 2013		October 27, 2012		February 2, 2013
Assets
Foreign Currency Contracts	$	17.2	$	12.2	$	17.0
Company-owned life insurance		3.3		3.0		3.1
Other current assets							$	2.6	$	15.3	$	7.3
Other noncurrent assets								—		1.9		0.9
Company-owned life insurance(1)								5.5		3.3		3.5

Total assets	$	20.5	$	15.2	$	20.1		8.1		20.5		11.7

Liabilities
Foreign Currency Contracts	$	2.5	$	11.0	$	2.5
Nonqualified deferred compensation		0.9		0.8		0.8
Accrued liabilities								12.7		2.2		9.1
Other long-term liabilities								3.5		0.3		4.4
Nonqualified deferred compensation(2)								1.1		0.9		0.9

Total liabilities	$	3.4	$	11.8	$	3.3	$	17.3	$	3.4	$	14.4

~~The Company uses~~

(1)	Recognized in other non-current assets in our condensed consolidated balance sheets.

(2)	Recognized in accrued liabilities in our condensed consolidated balance sheets.

We use 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~~$653.4 million and ~~$483.3~~$574.2 million as of November 2, 2013 and October 27, 2012, ~~and October 29, 2011,~~ respectively. The total net notional value of derivatives related to our Foreign Currency Contracts was ~~$133.9~~$86.7 million and ~~$192.4~~$133.9 million as of November 2, 2013 and 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 27, 2012			October 29, 2011			October 27, 2012		October 29, 2011		November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Gains (losses) on the changes in fair value of derivative instruments	$	(16.7	)	$	(1.7	)	$	0.2	$	0.2	$	2.5		$	(16.7	)	$	(7.8	)	$	0.2
Gains on the re-measurement of related intercompany loans and foreign currency assets and liabilities		19.0			1.4			1.0		1.3
Gains (losses) on the re-measurement of related intercompany loans and foreign currency assets and liabilities												(2.6	)		19.0			10.8			1.0

Total	$	2.3		$	(0.3	)	$	1.2	$	1.5	$	(0.1	)	$	2.3		$	3.0		$	1.2

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~Company manages~~manage counterparty risk according to the guidelines and controls established under our 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 27, 2012 October 29, 2011 January 28, 2012
Assets

Foreign Currency Contracts

Other current assets
   $ 15.3    $ 10.2    $ 12.3
Other noncurrent assets
   1.9    2.0    4.7
Liabilities

Foreign Currency Contracts

Accrued liabilities
   (2.2 ) (9.8 ) (2.0 )
Other long-term liabilities
   (0.3 ) (1.2 ) (0.5 )


Total derivatives
   $ 14.7    $ 1.2    $ 14.5

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, ~~the Company records~~we record certain 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. We did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the 39 weeks ended November 2, 2013. During the 13 and 39 weeks ended October 27, 2012, ~~the Company~~we 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.~~

The fair value remeasurements included in the 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 the goodwill and trade name impairments, as well as Note 6,~~ ~~Asset Impairments and Restructuring Charges~~~~, for further information associated with the property and equipment impairments.~~

Other Fair Value Disclosures

The ~~Company’s~~ carrying ~~value~~values of ~~financial instruments such as cash and~~our cash equivalents, receivables, net and accounts payable ~~approximates their~~approximate the fair value ~~except for differences with respect~~due to the Company’s senior notes that were outstanding until December 2011. The fair value of the senior notes payable in the accompanying condensed consolidated balance sheet as of October 29, 2011 was estimated using Level 2 inputs based on 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.

~~GAMESTOP CORP.~~

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

their short maturities.

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~~we are 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~~We have four operating segments, the United States, Australia, Canada and Europe, which also define our reporting units based upon ~~the~~aggregation of components with 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~~We estimate fair value of each reporting unit based on the discounted cash flows of each reporting unit. ~~The Company uses~~We use a two-step process to ~~measure~~test goodwill for potential impairment. If the estimated fair value of the reporting unit is higher than its carrying value, then goodwill is not considered to be impaired. If the carrying value of the reporting unit is higher than ~~the~~its estimated 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~~unit’s goodwill with its carrying amount. If the carrying amount of the reporting ~~unit's~~unit’s goodwill exceeds the implied fair value, then an impairment loss is recognized in the amount of the excess.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the third quarter of fiscal 2012, ~~the Company~~we 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~~our Class A Common Stock and the decrease in ~~the Company’s~~our market capitalization below the total amount of stockholders’ equity on ~~its~~our 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~~we determined that the fair values of ~~its~~our 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~~we identified intangible assets consisting of trade names in ~~its~~our Australia, Canada and Europe reporting units. Additionally, ~~the Company~~we 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~~we 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~~our Australia, Canada and Europe reporting units, respectively, to reduce the carrying value of goodwill. ~~There were no goodwill impairments recorded~~

We are currently in the process of conducting our annual step one impairment testing for ~~the 13 and 39 weeks ended October 29, 2011.~~fiscal 2013.

Trade Name

As a result of the impairment indicators described above, during the third quarter of fiscal 2012, ~~the Company~~we also tested ~~its~~our long-lived assets for impairment and concluded that ~~its~~our Micromania trade name was impaired. As a result of the impairment test, ~~the Company~~we 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~~

We are ~~internal revenue forecasts, which~~currently in 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 riskprocess of ~~holding a standalone~~conducting our annual impairment testing of our non-amortizing intangible ~~asset.~~assets.

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

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The availability under the Revolver is limited to a borrowing base which allows ~~the Company~~us 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~~Our 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~~total commitments during the prospective 12-month period, ~~the Company is~~we are 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~~we will be subject to a fixed charge coverage ratio covenant of 1.1:1.0.

The Revolver places certain restrictions on ~~the Company~~us and ~~its~~our subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from ~~its~~our lenders, ~~the Company~~we 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 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~~our average daily excess availability under the facility. In addition, ~~the Company is~~we are 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 27, 2012,~~November 2, 2013, 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~~us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting ~~the Company~~us or ~~its~~our 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~~November 2, 2013, we borrowed and repaid ~~$81.0~~$130.0 million under the Revolver. During the 39 weeks ended October ~~29, 2011, the Company~~27, 2012, we borrowed and repaid ~~$35.0~~$81.0 million under the Revolver. Average borrowings under the Revolver for the 13 weeks and 39 weeks ended November 2, 2013 were $12.6 million and $18.9 million, respectively. Our average interest rates on those outstanding borrowings for the 13 weeks and 39 weeks ended November 2, 2013 were 2.6% and 2.8%, respectively. As of ~~October 27, 2012,~~November 2, 2013, total availability under the Revolver was $391.0 million, there were no borrowings outstanding and standby letters of credit outstanding totaled $9.0 million. We are currently in compliance with the requirements of the Revolver.

In September 2007, ~~the Company’s~~our 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 is available to ~~the Company’s~~our 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 27, 2012,~~November 2, 2013, there were no cash overdrafts outstanding under the Line of Credit ~~of $0.6 million~~ and bank guarantees outstanding ~~of $4.6~~totaled $4.4 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, dated September 28, 2005, 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 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 was amortized using the effective interest method. The Issuers 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. Between May 2006 and December 2011, the Company repurchased and redeemed the $300 million of Senior Floating Rate Notes and 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. For the 39-week period ending October 29, 2011, the Company redeemed $125.0 million of Senior Notes, 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 that were to mature on October 1, 2012, gross of the unamortized original issue discount of $0.3 million. As of January 28, 2012, the Senior Notes had been fully redeemed.

8.7.	Income Taxes

~~The Company and its subsidiaries~~We 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 February 2, 2013, January 28, 2012, January 29, 2011, January 30, 2010 and January 31, ~~2009, February 2, 2008 and February 3, 2007. The Company does~~2009. We do not anticipate any adjustments that would result in a material impact on ~~its~~our 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 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. Our recorded liability for unrecognized tax benefits increased by $4.9 million during the 13 weeks ended November 2, 2013 and decreased by $13.0 million during the 39 weeks ended November 2, 2013. The decrease in the liability for unrecognized tax benefits during the 39 weeks ended November 2, 2013 was primarily the result of payments made to settle certain U.S. federal income tax items and did not have a material impact on our income tax provision. There were no ~~net~~ material adjustments to our recorded liability for unrecognized tax benefits during the 13 and 39 weeks ended October 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 November 2, 2013 and October 27, 2012 ~~and October 29, 2011~~ are based upon management’s estimate of ~~the Company’s~~our annualized effective income tax rate. The ~~change in the~~ effective income tax ~~rate was primarily due to~~rates for the 13 weeks and 39 weeks ended October 27, 2012 were impacted by the recognition of the goodwill impairment charge that iswas not tax deductible and the recording of valuation allowances against certain deferred tax assets.

9.8.	Commitments and Contingencies

In the ordinary course of ~~the Company’s~~ business, ~~the Company is,~~we are, from time to time, subject to various legal proceedings, including matters involving wage and hour employee class actions and consumer class actions. ~~The Company~~We 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~~our stockholders. ~~Management does~~We do 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~~our financial condition, results of operations or liquidity.

~~GAMESTOP CORP.~~

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

~~10.~~9.

Significant Products

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


	13 Weeks Ended										39 Weeks Ended										13 Weeks Ended										39 Weeks Ended
	October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011					November 2, 2013					October 27, 2012					November 2, 2013					October 27, 2012
	Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total
Net Sales:
New video game hardware	$	184.8		10.4	%	$	277.6		14.3	%	$	716.6		13.4	%	$	985.6		16.5	%	$	181.8		8.6	%	$	184.8		10.4	%	$	571.4		10.7	%	$	716.6		13.4	%
New video game software		769.8		43.4	%		879.1		45.1	%		1,974.7		37.1	%		2,393.6		40.1	%		1,133.1		53.8	%		769.8		43.4	%		2,266.1		42.3	%		1,974.7		37.1	%
Used video game products		496.3		28.0	%		544.5		28.0	%		1,677.7		31.5	%		1,802.6		30.2	%
Other		321.9		18.2	%		245.6		12.6	%		956.2		18.0	%		790.1		13.2	%
Pre-owned video game products																						486.6		23.1	%		496.3		28.0	%		1,587.9		29.6	%		1,677.7		31.5	%
Other¹																						305.2		14.5	%		321.9		18.2	%		930.3		17.4	%		956.2		18.0	%

Total	$	1,772.8		100.0	%	$	1,946.8		100.0	%	$	5,325.2		100.0	%	$	5,971.9		100.0	%	$	2,106.7		100.0	%	$	1,772.8		100.0	%	$	5,355.7		100.0	%	$	5,325.2		100.0	%

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

1	Primarily includes video game accessories, digital content and currency, new and pre-owned tablets, smartphones and other mobile products and services, PC entertainment software, revenues associated withGame Informer magazine and membership fees related to the PowerUp Rewards loyalty 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										13 Weeks Ended										39 Weeks Ended
	October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011					November 2, 2013					October 27, 2012					November 2, 2013					October 27, 2012
	Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent
Gross Profit:
New video game hardware	$	18.8		10.2	%	$	22.9		8.2	%	$	58.1		8.1	%	$	73.8		7.5	%	$	13.7		7.5	%	$	18.8		10.2	%	$	49.4		8.6	%	$	58.1		8.1	%
New video game software		174.9		22.7	%		194.1		22.1	%		432.6		21.9	%		500.9		20.9	%		249.1		22.0	%		174.9		22.7	%		496.2		21.9	%		432.6		21.9	%
Used video game products		239.9		48.3	%		250.3		46.0	%		813.7		48.5	%		842.7		46.7	%
Other		123.8		38.5	%		105.6		43.0	%		372.2		38.9	%		318.9		40.4	%
Pre-owned video game products																						216.6		44.5	%		239.9		48.3	%		738.0		46.5	%		813.7		48.5	%
Other¹																						119.0		39.0	%		123.8		38.5	%		374.5		40.3	%		372.2		38.9	%

Total	$	557.4		31.4	%	$	572.9		29.4	%	$	1,676.6		31.5	%	$	1,736.3		29.1	%	$	598.4		28.4	%	$	557.4		31.4	%	$	1,658.1		31.0	%	$	1,676.6		31.5	%

~~GAMESTOP CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~
1
Primarily includes video game accessories, digital content and currency, new and pre-owned tablets, smartphones and other mobile products and services, PC entertainment software, revenues associated withGame Informer magazine and membership fees related to the PowerUp Rewards loyalty program.

~~11.~~10.

Segment Information

~~The Company operates its~~We operate our 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, the streaming technology company Spawn 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 five countries. The Company measures~~We measure segment profit using operating earnings, which is defined as income (loss) from continuing operations before intercompany royalty fees, net interest expense and income taxes. ~~Other than the goodwill and trade name impairments discussed in Note 5,~~~~Goodwill and Intangible Assets~~~~, there~~There has been no material change in total assets by segment since ~~January 28, 2012.~~February 2, 2013. 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
   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

~~12.~~

~~Supplemental Cash Flow Information~~

   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


	13 Weeks Ended				39 Weeks Ended
	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
United States	$	1,434.8	$	1,204.3	$	3,730.1	$	3,722.1
Canada		125.4		101.3		281.1		275.8
Australia		137.3		125.7		363.8		361.1
Europe		409.2		341.5		980.7		966.2

Total	$	2,106.7	$	1,772.8	$	5,355.7	$	5,325.2

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Operating earnings (loss) by segment were as follows (in millions):


	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
United States	$	70.3		$	51.1		$	206.5		$	206.8
Canada		11.2			(96.1	)		13.0			(93.2	)
Australia		10.1			(102.6	)		12.7			(100.3	)
Europe		17.5			(455.9	)		(17.1	)		(467.2	)

Total operating earnings (loss)		109.1			(603.5	)		215.1			(453.9	)
Interest income		(0.3	)		(0.2	)		(0.5	)		(0.6	)
Interest expense		1.0			1.2			3.4			2.9

Earnings (loss) before income tax expense	$	108.4		$	(604.5	)	$	212.2		$	(456.2	)

~~13.~~11.

Supplemental Cash Flow Information


	39 Weeks Ended
	November 2, 2013		October 27, 2012
Cash paid (in millions) during the period for:
Interest	$	2.1	$	1.9

Income taxes	$	212.3	$	211.5

12.	Subsequent Events

Dividend

On November ~~13, 2012,~~19, 2013, the Board of Directors of the Company approved a quarterly cash dividend to its stockholders of ~~$0.25~~$0.275 per share of Class A Common Stock payable on December ~~12, 2012~~19, 2013 to stockholders of record at the close of business on ~~November 28, 2012.~~December 4, 2013. Future dividends will be subject to approval by ~~the~~our Board of ~~Directors of the Company.~~Directors.

Share Repurchase

On November ~~13, 2012, the~~19, 2013, our Board of Directors authorized ~~the Company~~us to use $500 million to repurchase shares of ~~the Company’s~~our Class A Common Stock, replacing the remaining ~~$241.6~~$209.9 million authorization. As of ~~November 28, 2012, the Company has~~December 4, 2013, we have purchased an additional ~~0.1~~0.4 million shares of ~~its~~our Class A Common Stock for an average price per share of ~~$25.88~~$50.75 since ~~October 27, 2012.~~November 2, 2013.

Acquisition

On November 3, 2013, we completed the acquisition of Spring Communications, Inc., a wireless solutions retailer, for a purchase price of $62.6 million and the assumption of $34.5 million in term loans and a line of credit, of which $31.9 million was repaid on November 15, 2013. We funded the acquisition on November 1, 2013. The investment is included in our United States reporting segment in other long-term assets and is not expected to have a material impact to our financial position or results of operations in fiscal 2013.

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~~See our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2013 (the “Form 10-K”), including the factors disclosed under “Item 1A. Risk Factors,” as well as “Disclosure Regarding Forward-looking Statements” and “Item 1A. Risk Factors” below, for 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 28, 2012 filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2012 (the “Form 10-K”), including the factors disclosed under “Item 1A. Risk Factors.”statements.

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~~pre-owned video game hardware, physical and digital video game software, accessories, ~~as well as~~ PC entertainment software, new and pre-owned mobile and consumer electronics products and other merchandise primarily through our GameStop, EB Games and Micromania stores. As of ~~October 27, 2012,~~November 2, 2013, we operated ~~6,650~~6,488 stores in the United States, Australia, Canada and Europe. We also operate electronic commerce Web sites includingwww.gamestop.com,www.ebgames.com.au,www.ebgames.co.nz,www.gamestop.ca,www.gamestop.it,www.gamestop.es,~~www.gamestop.ie~~ www.gamestop.ie,www.gamestop.de,www.gamestop.co.uk andwww.micromania.fr. The network also includes:www.kongregate.com, a leading browser-based game site;Game Informermagazine, the leading multi-platform video game publication; Spawn Labs, a streaming technology company; a digital PC distribution platform available atwww.gamestop.com/pcgames; iOS and Android mobile applications; 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 year ending February ~~2, 2013~~1, 2014 (“fiscal ~~2012”~~2013”) consists of 5352 weeks and the fiscal year ended ~~January 28, 2012~~February 2, 2013 (“fiscal ~~2011”~~2012”) ~~consists~~consisted of 5253 weeks.

Growth in the ~~video~~electronic game industry is generally driven by the introduction of new technology. Gaming consoles are typically launched in cycles as technological developments in both chip processing speeds and data storage provide significant improvements in advanced graphics, audio quality and other entertainment capabilities beyond video gaming. The ~~current~~previous generation of ~~hardware~~ consoles (the Sony PlayStation 3, the Microsoft Xbox 360 and the Nintendo Wii) was introduced between 2005 and 2007. The Nintendo ~~DSi XL was introduced in early 2010, the Nintendo~~ 3DS was introduced in March 2011 and the Sony PlayStation Vita was introduced in February 2012. ~~In addition,~~The newest console cycle began when Nintendo launched the Wii U in November ~~2012.~~2012 as the next generation of the Wii and Sony and Microsoft launched their next generation of consoles, the PlayStation 4 and Xbox One, in November 2013. Typically, following the introduction of new video game ~~platforms,~~consoles, our sales of new video game hardware increase as a percentage of total sales in the first full year following introduction. As video game ~~platforms~~consoles 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~~margin percentage in the first full year following new ~~platform~~console releases and an increase in gross ~~margins~~margin percentage in the years subsequent to the first full year following the launch period. The ~~launch~~launches of the ~~Nintendo Wii U~~Sony PlayStation 4 and Microsoft Xbox One are anticipated to reduce our overall gross margin percentage in the fourth quarter of fiscal ~~2012 will negatively impact our overall gross margin in that quarter and in future years.~~2013. Unit sales of maturing video game ~~platforms~~consoles 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 have seen declines in new hardware and software sales in fiscal 2012 and fiscal 2013 in the previous generation of consoles due to the ~~age~~longevity of the ~~current~~previous console ~~cycle. The introduction~~cycle and the anticipated launch of the new ~~consoles, like the Wii U, or further price cuts on the current generation of consoles could partially offset these declines.~~consoles.

We expect that future growth in the ~~video~~electronic 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 downloadable content, Xbox LIVE, PlayStation and Nintendo network ~~point~~points cards, as well as prepaid digital and online timecards. We expect our sales of digital products to continue to increase in ~~fiscal 2012.~~the near term. We have made significant investments in e-commerce ~~digital kiosks~~ and in-store and Web site functionality to enable our customers to access digital content easily and 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~~electronic game industry and in the digital aggregation and distribution category. In addition, we intend to continue to invest in customer loyalty programs designed to attract and retain customers.

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~~We currently sell mobile devices and accessories in ~~customer loyalty programs designed to attract~~all of our stores in the United States and ~~retain customers.~~in a majority of stores in our international markets.

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 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011			November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Statement of Operations Data:
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		68.6			70.6			68.5			70.9			71.6			68.6			69.0			68.5

Gross profit		31.4			29.4			31.5			29.1			28.4			31.4			31.0			31.5
Selling, general and administrative expenses		24.7			22.8			24.8			22.2			21.3			24.7			24.6			24.8
Depreciation and amortization		2.5			2.4			2.4			2.4			1.9			2.5			2.3			2.4
Goodwill impairments		35.3			—			11.8			—			—			35.3			—			11.8
Asset impairments		2.9			—			1.0			—			—			2.9			—			1.0

Operating earnings (loss)		(34.0	)		4.2			(8.5	)		4.5			5.2			(34.0	)		4.1			(8.5	)
Interest expense, net		0.1			0.3			0.1			0.3			—			0.1			0.1			0.1
Debt extinguishment expense		—			—			—			—

Earnings (loss) before income tax expense		(34.1	)		3.9			(8.6	)		4.2			5.2			(34.1	)		4.0			(8.6	)
Income tax expense		1.1			1.1			1.4			1.4			1.9			1.1			1.5			1.4

Consolidated net income (loss)		(35.2	)		2.8			(10.0	)		2.8			3.3			(35.2	)		2.5			(10.0	)
Net loss attributable to noncontrolling interests		—			—			—			—			—			—			—			—

Consolidated net income (loss) attributable to GameStop		(35.2	)%		2.8	%		(10.0	)%		2.8	%
Consolidated net income (loss) attributable to GameStop Corp.														3.3	%		(35.2	)%		2.5	%		(10.0	)%

~~The Company includes~~

We include 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~~We include 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) and percentage of total net sales by significant product category for the periods indicated:


	13 Weeks Ended										39 Weeks Ended										13 Weeks Ended										39 Weeks Ended
	October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011					November 2, 2013					October 27, 2012					November 2, 2013					October 27, 2012
	Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total			Net Sales		Percent of Total
Net Sales:
New video game hardware	$	184.8		10.4	%	$	277.6		14.3	%	$	716.6		13.4	%	$	985.6		16.5	%	$	181.8		8.6	%	$	184.8		10.4	%	$	571.4		10.7	%	$	716.6		13.4	%
New video game software		769.8		43.4	%		879.1		45.1	%		1,974.7		37.1	%		2,393.6		40.1	%		1,133.1		53.8	%		769.8		43.4	%		2,266.1		42.3	%		1,974.7		37.1	%
Used video game products		496.3		28.0	%		544.5		28.0	%		1,677.7		31.5	%		1,802.6		30.2	%
Other		321.9		18.2	%		245.6		12.6	%		956.2		18.0	%		790.1		13.2	%
Pre-owned video game products																						486.6		23.1	%		496.3		28.0	%		1,587.9		29.6	%		1,677.7		31.5	%
Other¹																						305.2		14.5	%		321.9		18.2	%		930.3		17.4	%		956.2		18.0	%

Total	$	1,772.8		100.0	%	$	1,946.8		100.0	%	$	5,325.2		100.0	%	$	5,971.9		100.0	%	$	2,106.7		100.0	%	$	1,772.8		100.0	%	$	5,355.7		100.0	%	$	5,325.2		100.0	%

~~Other products include~~

Primarily includes video game accessories, digital content and currency, new and pre-owned tablets, smartphones and other mobile products and services, PC entertainment ~~and other~~ software, ~~digital products and currency, mobile products, including tablets and refurbished mobile devices, accessories and~~ revenues associated withGame Informermagazine and membership fees related to the ~~Company’s~~ PowerUp Rewards loyalty 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										13 Weeks Ended										39 Weeks Ended
	October 27, 2012					October 29, 2011					October 27, 2012					October 29, 2011					November 2, 2013					October 27, 2012					November 2, 2013					October 27, 2012
	Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent			Gross Profit		Gross Profit Percent
Gross Profit:
New video game hardware	$	18.8		10.2	%	$	22.9		8.2	%	$	58.1		8.1	%	$	73.8		7.5	%	$	13.7		7.5	%	$	18.8		10.2	%	$	49.4		8.6	%	$	58.1		8.1	%
New video game software		174.9		22.7	%		194.1		22.1	%		432.6		21.9	%		500.9		20.9	%		249.1		22.0	%		174.9		22.7	%		496.2		21.9	%		432.6		21.9	%
Used video game products		239.9		48.3	%		250.3		46.0	%		813.7		48.5	%		842.7		46.7	%
Other		123.8		38.5	%		105.6		43.0	%		372.2		38.9	%		318.9		40.4	%
Pre-owned video game products																						216.6		44.5	%		239.9		48.3	%		738.0		46.5	%		813.7		48.5	%
Other¹																						119.0		39.0	%		123.8		38.5	%		374.5		40.3	%		372.2		38.9	%

Total	$	557.4		31.4	%	$	572.9		29.4	%	$	1,676.6		31.5	%	$	1,736.3		29.1	%	$	598.4		28.4	%	$	557.4		31.4	%	$	1,658.1		31.0	%	$	1,676.6		31.5	%

1	Primarily includes video game accessories, digital content and currency, new and pre-owned tablets, smartphones and other mobile products and services, PC entertainment software, revenues associated withGame Informer magazine and membership fees related to the PowerUp Rewards loyalty program.

13 weeks ended ~~October 27, 2012~~November 2, 2013 compared with the 13 weeks ended October ~~29, 2011~~27, 2012

Net Sales

Net sales ~~decreased~~increased by ~~$174.0~~$333.9 million, or ~~8.9%~~18.8%, from ~~$1,946.8 million in the 13 weeks ended October 29, 2011 to~~ $1,772.8 million in the 13 weeks ended October 27, ~~2012.~~2012 to $2,106.7 million in the 13 weeks ended November 2, 2013. The ~~decrease~~increase in net sales was primarily attributable to ~~a decrease~~an increase in comparable store sales of ~~8.3%~~20.5% for the third quarter of fiscal ~~2012 and~~2013, offset slightly by changes related to foreign exchange rates, which had the effect of decreasing net sales by ~~$27.0~~$1.1 million when compared to the third quarter of fiscal ~~2011. 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.~~2012. The ~~decrease~~increase in comparable store sales was primarily attributable to ~~decreases~~strong performance of recently released new titles, such asGrand Theft Auto V,Pokemon X&Y,Assassin’s Creed IV: Black Flag andBattlefield 4. Refer to the note to the Selected Financial Data table in ~~new video game hardware sales, new video game software sales and used video game product sales, offset partially by an increase~~“Item 6. Selected Financial Data” in ~~other product~~our Form 10-K for a discussion of the calculation of comparable store sales.

New video game hardware sales decreased ~~$92.8~~$3.0 million, or ~~33.4%~~1.6%, from ~~$277.6 million in the 13 weeks ended October 29, 2011 to~~ $184.8 million in the 13 weeks ended October 27, ~~2012. The decrease~~2012 to $181.8 million in ~~new~~the 13 weeks ended November 2, 2013. New video game hardware sales ~~is primarily~~in the United States increased $7.9 million due to ~~a decrease~~increased demand for the Nintendo 3DS and the launch of the Nintendo 2DS during the 2013 period and decreased $10.9 million in the international segments due to lower hardware unit sell-through related to being in the late

stages of the current console cycle.

New video game software sales ~~decreased $109.3~~increased $363.3 million, or ~~12.4%~~47.2%, from ~~$879.1 million in the 13 weeks ended October 29, 2011 to~~ $769.8 million in the 13 weeks ended October 27, 2012 to $1,133.1 million in the 13 weeks ended November 2, 2013, primarily due to ~~lower sales~~strong performance of recently released new ~~release video game~~ titles inas described above and a shift of one large title launch from the fourth quarter into the third quarter of fiscal ~~2012 when~~2013 as compared to ~~the third quarter of~~ fiscal ~~2011 given the titles available for sale and the late stages of the current console cycle. Used~~2012.

Pre-owned video game product sales decreased by ~~$48.2~~$9.7 million, or ~~8.9%~~2.0%, from ~~$544.5 million in the 13 weeks ended October 29, 2011 to~~ $496.3 million in the 13 weeks ended October 27, ~~2012.~~2012 to $486.6 million in the 13 weeks ended November 2, 2013. The decrease in ~~used~~pre-owned video game product sales was primarily due to a ~~decrease~~typical decline during the period when a major new title launch occurs in ~~store traffic related to lower hardware and software demand due to~~a non-holiday quarter, as was the ~~late stages of the current console cycle.~~ case withGrand Theft Auto V.

Other product sales ~~increased $76.3~~decreased $16.7 million, or ~~31.1%~~5.2%, from ~~the 13 weeks ended October 29, 2011 to~~$321.9 million in the 13 weeks ended October 27, ~~2012.~~2012 to $305.2 million in the 13 weeks ended November 2, 2013. The ~~increase~~decrease in other product sales was primarily due to ~~an increase~~declines in sales of PC entertainment software ~~and an increase~~as the 2012 period included two strong PC title launches. Also contributing to the decrease was a decline in sales of video game accessories of $5.1 million due to nearing the end of the previous console cycle. These declines were slightly offset by increases in sales of digital and mobile ~~devices in the third quarter~~products of ~~fiscal 2012 compared~~$12.4 million as we continue to ~~the third quarter~~focus on expanding these lines of ~~fiscal 2011.~~business.

As a percentage of net sales, new video game hardware sales, pre-owned video game product sales and other product sales decreased and new video game software ~~sales decreased and other product~~ sales increased in the 13 weeks ended ~~October 27, 2012~~November 2, 2013 compared to the 13 weeks ended October ~~29, 2011.~~27, 2012. The change in the mix of sales was due primarily to the substantial 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 third quarter of fiscal 2012 while sales of new video game hardware and new video game software ~~decreased due to lower~~ sales discussed above.

Cost of ~~new release software titles compared to the same period last year and lower hardware sales due to the late stages of the current console cycle.~~Sales

Cost of sales ~~decreased~~increased by ~~$158.5~~$292.9 million, or ~~11.5%~~24.1%, from ~~$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 to $1,508.3 million in the 13 weeks ended November 2, 2013 as a result of ~~a decrease~~the increase in sales discussed above and the changes in gross profit discussed below.

Gross Profit

Gross profit ~~decreased~~increased by ~~$15.5~~$41.0 million, or ~~2.7%~~7.4%, from ~~$572.9 million in the 13 weeks ended October 29, 2011 to~~ $557.4 million in the 13 weeks ended October 27, ~~2012.~~2012 to $598.4 million in the 13 weeks ended November 2, 2013. Gross profit as a percentage of net sales ~~increased~~decreased from ~~29.4% in the 13 weeks ended October 29, 2011 to~~ 31.4% in the 13 weeks ended October 27, ~~2012. The gross profit percentage increase was primarily due~~2012 to the increase in sales of other products as a percentage of total sales and the increase in gross profit as a percentage of sales on new video game hardware sales, new video game software sales and used video game product sales28.4% in the 13 weeks ended ~~October 27, 2012 when compared~~November 2, 2013. The gross profit percentage decrease was primarily due to ~~the 13 weeks ended October 29, 2011.~~ a shift in sales to new video game software.

Gross profit as a percentage of sales on new video game hardware ~~increased~~decreased from ~~8.2% in the 13 weeks ended October 29, 2011 to~~ 10.2% in the 13 weeks ended October 27, 2012 ~~primarily~~to 7.5% in the 13 weeks ended November 2, 2013 due to ~~a decrease in promotional activities when compared to~~ the ~~prior year.~~mix of hardware products sold. Gross profit as a percentage of sales on new video game software ~~increased~~decreased from ~~22.1% in the 13 weeks ended October 29, 2011 to~~ 22.7% in the 13 weeks ended October 27, 2012 to 22.0% in the 13 weeks ended November 2, 2013, primarily due to ~~a decrease in promotional activities when compared to the third quarter of the prior year.~~lower margins on new software releases. Gross profit as a percentage of sales on ~~used~~pre-owned video game products ~~increased~~decreased from ~~46.0% in the 13 weeks ended October 29, 2011 to~~ 48.3% in the 13 weeks ended October 27, 2012 to 44.5% in the 13 weeks ended November 2, 2013 due to ~~a decrease~~an increase in promotional ~~activities and improvements in margin rates throughout most of our international operations~~offers when compared to the prior ~~year.~~year and aggressive trade offers to provide consumers with trade currency to drive new console pre-orders by making them more affordable. Gross profit as a percentage of sales on other product sales ~~decreased~~increased from ~~43.0% in the 13 weeks ended October 29, 2011 to~~ 38.5% in the 13 weeks ended October 27, 2012 to 39.0% in the 13 weeks ended November 2, 2013, primarily due to ~~an increase~~changes in ~~the mix of PC entertainment software~~ sales mix.

Selling, General and ~~mobile sales to total other product sales. New PC entertainment software and mobile products have a lower gross profit percentage than total other product sales.~~Administrative Expenses

Selling, general and administrative expenses ~~decreased~~increased by ~~$5.1~~$10.3 million, or ~~1.2%~~2.4%, from ~~$443.3 million in the 13 weeks ended October 29, 2011 to~~ $438.2 million in the 13 weeks ended October 27, ~~2012.~~2012 to $448.5 million in the 13 weeks ended November 2, 2013. This ~~decrease~~increase was primarily attributable to the increase in variable costs associated with the new video game title launches during the 2013 period. The increase also includes changes in foreign exchange rates which had the effect of ~~decreasing~~increasing expenses by ~~$8.4~~$1.0 million when compared to the third quarter of fiscal ~~2011.~~2012. Selling, general and administrative expenses as a percentage of net sales ~~increased~~decreased from ~~22.8% in the 13 weeks ended October 29, 2011 to~~ 24.7% in the 13 weeks ended October 27, ~~2012.~~2012 to 21.3% in the 13 weeks ended November 2, 2013. The ~~increase~~decrease in selling, general and administrative expenses as a percentage of net sales was primarily due to ~~deleveraging~~leveraging of fixed costs as a result of the ~~decrease~~increase in comparable store sales during the third quarter of fiscal ~~2012.~~2013. Included in selling, general and administrative expenses are $5.2 million and $5.3 million ~~and $4.7 million in~~of stock-based compensation expense for the 13-week periods ended November 2, 2013 and October 27, 2012, respectively.

Depreciation and ~~October 29, 2011, respectively.~~Amortization

Depreciation and amortization expense decreased $3.1 million, or ~~6.6%~~7.1%, from ~~$47.0 million in the 13 weeks ended October 29, 2011 to~~ $43.9 million in the 13 weeks ended October 27, ~~2012.~~2012 to $40.8 million in the 13 weeks ended November 2, 2013. This decrease was primarily due to a decrease in capital expenditures in recent years when compared to prior years, ~~which included~~due in part to significant investments in our loyalty and digital initiatives in past years, as well as ~~a decrease~~decreases in new store openings and investments in management information systems.

Goodwill and Asset Impairments Charge

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.~~November 2, 2013.

Interest Income and Expense

Interest income from the investment of excess cash balances ~~stayed the same at~~increased slightly from $0.2 million in the 13 weeks ended October ~~29, 2011 and October~~ 27, ~~2012. Interest expense decreased $4.2 million from $5.4~~2012 to $0.3 million in the 13 weeks ended ~~October 29, 2011 to~~November 2, 2013. Interest expense decreased slightly from $1.2 million in the 13 weeks ended October 27, 2012 ~~primarily due~~ to ~~the redemption of $125~~$1.0 million of the Company’s senior notes in the quarter ended October 29, 2011, 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 write-off of deferred financing fees and unamortized original issue discount associated with the redemption.~~November 2, 2013.

Income Tax

Income tax expense ~~for the 13 weeks ended October 29, 2011 and the 13 weeks ended October 27, 2012~~ was ~~based upon management’s estimate of the Company’s annualized effective income tax rate. Income tax expense was $23.1~~$39.8 million, or ~~30.1%,~~36.7% of earnings before income tax expense, for the 13 weeks ended ~~October 29, 2011~~November 2, 2013 compared to $19.8 million, or (3.3)%, of loss before income tax expense for the 13 weeks ended October 27, ~~2012.~~2012 and was based upon an estimate of our annualized effective tax rate. The change

in the effective income tax rate was due primarily to the recognition of the goodwill impairment charge which iswas not tax deductible and the recording of valuation allowances against certain deferred tax assets in the European ~~segment.~~segment in the 13 weeks ended October 27, 2012. Without the effect of the goodwill impairments, the asset impairments and the recording of the valuation allowances, the effective income tax rate would have been 36.5%. for the 13 weeks ended October 27, 2012.

Operating Earnings (Loss) and Net Income (Loss)

The factors described above led to ~~a decrease~~an increase in operating earnings of ~~$686.1~~$712.6 million from ~~$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 to $109.1 million of operating earnings in the 13 weeks ended November 2, 2013, and ~~a decrease~~an increase in consolidated net income of ~~$678.0~~$692.9 million from ~~$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.~~2012 to $68.6 million of consolidated net income in the 13 weeks ended November 2, 2013. The ~~decrease~~increase 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 27, 2012.

The $0.2 million net loss attributable to noncontrolling interests for the 13 weeks ended October 29, 2011 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 27, 2012~~November 2, 2013 compared with the 39 weeks ended October ~~29, 2011~~27, 2012

Net Sales

Net sales ~~decreased~~increased by ~~$646.7~~$30.5 million, or ~~10.8%~~0.6%, from ~~$5,971.9 million in the 39 weeks ended October 29, 2011 to~~ $5,325.2 million in the 39 weeks ended October 27, ~~2012.~~2012 to $5,355.7 million in the 39 weeks ended November 2, 2013. The ~~decrease~~increase in net sales was primarily attributable to ~~a decrease~~an increase in comparable store sales of ~~10.2%~~1.3% for the 39 weeks ended ~~October 27, 2012~~November 2, 2013 when compared to the 39 weeks ended October ~~29, 2011 and~~27, 2012, partially offset by changes related to foreign exchange rates, which had the effect of decreasing sales by ~~$97.1~~$5.2 million ~~offset partially by~~for the ~~addition of non-comparable store sales from~~39 weeks ended November 2, 2013 when compared to the ~~408 stores opened since January 29, 2011.~~39 weeks ended October 27, 2012. The ~~decrease~~increase in comparable store sales was primarily ~~attributable~~due to ~~decreases in new video game hardware~~strong sales ~~new video game software sales and used video game product sales, offset partially by an increase in other product sales.~~performance during the 13 weeks ended November 2, 2013.

New video game hardware sales decreased ~~$269.0~~$145.2 million, or ~~27.3%~~20.3%, from ~~$985.6 million in the 39 weeks ended October 29, 2011 to~~ $716.6 million in the 39 weeks ended October 27, ~~2012.~~2012 to $571.4 million in the 39 weeks ended November 2, 2013. 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~~previous console cycle and higher sales ~~from the launch of the Nintendo 3DS in the first quarter of fiscal 2011 which exceeded the sales from the launch~~ of the Sony PlayStation Vita in fiscal 2012 due to its launch in the first quarter of that year. These sales declines were offset partially by sales of the Nintendo Wii U which launched in the fourth quarter of fiscal 2012.

New video game software sales ~~decreased $418.9~~increased $291.4 million, or ~~17.5%~~14.8%, from ~~$2,393.6 million in the 39 weeks ended October 29, 2011 to~~ $1,974.7 million in the 39 weeks ended October 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~~$2,266.1 million in the 39 weeks ended ~~October 29, 2011~~November 2, 2013, primarily due to strong performance of new titles that were released during the 13 weeks ended November 2, 2013.

Pre-owned video game product sales decreased $89.8 million, or 5.4%, from $1,677.7 million in the 39 weeks ended October 27, ~~2012.~~2012 to $1,587.9 million in the 39 weeks ended November 2, 2013. The decrease in ~~used~~pre-owned video game product sales was primarily due to ~~a decrease in~~lower store traffic during the first half of fiscal 2013 related to ~~the lack of new release~~lower video game ~~titles in the 39 weeks ended October 27, 2012 when compared to the 39 weeks ended October 29, 2011 and lower hardware~~ demand due to the late stages of the ~~current~~previous console cycle.

Other product sales ~~increased~~decreased by ~~$166.1~~$25.9 million, or ~~21.0%~~2.7%, from ~~$790.1 million in the 39 weeks ended October 29, 2011 to~~ $956.2 million in the 39 weeks ended October 27, ~~2012.~~2012 to $930.3 million in the 39 weeks ended November 2, 2013. The ~~increase~~decrease in other product sales was primarily due to ~~an increase~~a decline in sales of PC entertainment software due to strong launches of PC titles during the 2012 period. Additionally, sales of video game accessories declined $47.2 million during 2013 due to nearing the end of the previous console cycle. Offsetting the declines in sales of PC entertainment software and ~~an increase~~video game accessories were increases in sales of digital and mobile ~~devices in the 39 weeks ended October 27, 2012 when compared~~products of $98.0 million as we continue to ~~the 39 weeks ended October 29, 2011.~~focus on expanding these lines of business.

As a percentage of net sales, new video game ~~hardware~~software sales increased and new video game ~~software~~hardware sales, ~~decreased and used~~pre-owned video game product sales and other product sales ~~increased~~decreased in the 39 weeks ended ~~October 27, 2012~~November 2, 2013 compared to the 39 weeks ended October ~~29, 2011.~~27, 2012. The change in the mix of sales was primarily due 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 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 late stages~~as discussed above.

Cost of ~~the current console cycle.~~Sales

Cost of sales ~~decreased~~increased by ~~$587.0~~$49.0 million, or ~~13.9%~~1.3%, from ~~$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 to $3,697.6 million in the 39 weeks ended November 2, 2013, primarily as a result of the ~~decrease~~increase in sales and the changes in gross profit discussed below.

Gross Profit

Gross profit decreased by ~~$59.7~~$18.5 million, or ~~3.4%~~1.1%, from ~~$1,736.3 million in the 39 weeks ended October 29, 2011 to~~ $1,676.6 million in the 39 weeks ended October 27, ~~2012.~~2012 to $1,658.1 million in the 39 weeks ended November 2, 2013. Gross profit as a percentage of net sales ~~increased~~decreased from ~~29.1% in the 39 weeks ended October 29, 2011 to~~ 31.5% in the 39 weeks ended October 27, ~~2012.~~2012 to 31.0% in the 39 weeks ended November 2, 2013. The gross profit percentage ~~increase~~decrease was primarily due to the change in sales mix driven by the increase in ~~sales of used~~new video game ~~products and other products~~software sales as a percentage of total net sales, ~~and~~partially offset by the increase in gross profit as a percentage of sales on new video game ~~software sales~~hardware products and ~~used~~other video game ~~product sales in the 39 weeks ended October 27, 2012 compared to the 39 weeks ended October 29, 2011.~~products. Gross profit as a percentage of sales on new video game hardware increased from ~~7.5% in the 39 weeks ended October 29, 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%~~2012 to 8.6% in the 39 weeks ended ~~October 29, 2011~~November 2, 2013 primarily due to ~~21.9%~~an increase 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~~attachment rate of product replacement plan sales on used video game products increased from 46.7% in the 39 weeks ended October 29, 2011 to 48.5% in the 39 weeks ended October 27, 2012 due to a decrease in promotional activities and improvements in margin rates throughout most of our international operationsnew hardware units when compared to the prior year. Gross profit as a percentage of sales on new video game software was 21.9% for both the ~~other product~~39 weeks ended October 27, 2012 and the 39 weeks ended November 2, 2013. Gross profit as a percentage of sales ~~category~~on pre-owned video game products decreased from ~~40.4%~~48.5% in the 39 weeks ended October ~~29, 2011~~27, 2012 to 46.5% in the 39 weeks ended November 2, 2013 primarily due to aggressive trade offers made in the current year in order to provide consumers with trade currency to help make new consoles more affordable. Gross profit as a percentage of sales on other product sales increased from 38.9% in the 39 weeks ended October 27, 2012 to 40.3% in the 39 weeks ended November 2, 2013 primarily due to anthe increase in ~~the mix~~digital sales and a decrease in sales of PC entertainment software ~~sales and mobile sales~~in the 39 weeks ended November 2, 2013 when compared to ~~total other product sales.~~the 39 weeks ended October 27, 2012. New PC entertainment software ~~and mobile products have~~has a lower gross profit percentage than ~~total other product~~accessories, mobile or digital sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by ~~$9.1~~$0.1 million, ~~or 0.7%,~~ from ~~$1,328.5 million in the 39 weeks ended October 29, 2011 to~~ $1,319.4 million in the 39 weeks ended October 27, ~~2012.~~2012 to $1,319.3 million in the 39 weeks ended November 2, 2013. This decrease was ~~primarily due to changes~~the net result of cost control activities during the first half of the current year associated with the decline in ~~foreign exchange rates which had~~sales at the ~~effect~~end of ~~decreasing expenses~~the previous console cycle and lower current year store counts, partially offset by ~~$31.6 million when compared to fiscal 2011.~~higher variable costs associated with the increase in comparable store sales during the 13 weeks ended November 2, 2013. Selling, general and administrative expenses as a percentage of net sales

~~increased~~ decreased slightly from ~~22.2% in the 39 weeks ended October 29, 2011 to~~ 24.8% in the 39 weeks ended October 27, ~~2012. The increase~~2012 to 24.6% in the 39 weeks ended November 2, 2013. Included 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. Selling, general~~is $16.7 million and ~~administrative expenses include~~ $15.7 million ~~and $14.5 million in~~of stock-based compensation expense for the 39 weeks ended November 2, 2013 and October 27, 2012, respectively.

Depreciation and ~~October 29, 2011, respectively.~~Amortization

Depreciation and amortization expense decreased ~~$8.1~~$8.6 million, or ~~5.8%~~6.5%, from ~~$140.4 million in the 39 weeks ended October 29, 2011 to~~ $132.3 million in the 39 weeks ended October 27, ~~2012.~~2012 to $123.7 million in the 39 weeks ended November 2, 2013. 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.

Goodwill and Asset Impairments Charge

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.~~November 2, 2013.

Interest Income and Expense

Interest income from the investment of excess cash balances decreased slightly from ~~$0.7 million in the 39 weeks ended October 29, 2011 to~~ $0.6 million in the 39 weeks ended October 27, ~~2012. Interest expense decreased from $18.5~~2012 to $0.5 million in the 39 weeks ended ~~October 29, 2011 to~~November 2, 2013. Interest expense increased from $2.9 million in the 39 weeks ended October 27, 2012 ~~primarily due~~ to ~~the retirement of $125~~$3.4 million of the Company’s senior notes during the 39 weeks ended October 29, 2011, 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 write-off of deferred financing fees and unamortized original issue discount associated with the redemption.~~November 2, 2013.

Income Tax

Income tax expense for the 39 weeks ended October ~~29, 2011~~27, 2012 and the 39 weeks ended ~~October 27, 2012~~November 2, 2013 was based upon management’s estimate of the Company’s annualized effective income tax rate. Income tax expense was ~~$84.8 million, or 34.1%, of earnings before income tax expense, for the 39 weeks ended October 29, 2011 compared to~~ $74.7 million, or (16.4)%, of loss before income tax expense for the 39 weeks ended October 27, ~~2012.~~2012 compared to $78.5 million, or 37.0%, of earnings before income tax expense for the 39 weeks ended November 2, 2013. The change in the effective income tax rate was due primarily to the recognition of the goodwill impairment charge in the 39 weeks ended October 27, 2012 which iswas not tax deductible and the recording of valuation allowances against certain deferred tax assets in the European ~~segment.~~segment during the 39 weeks ended October 27, 2012. Without the effect of the goodwill impairments, the asset impairments and the recording of the valuation allowances, the effective income tax rate would have been 36.8%. for the 39 weeks ended October 27, 2012.

Operating Earnings (Loss) and Net Income (Loss)

The factors described above led to ~~a decrease~~an increase in operating earnings of ~~$721.3~~$669.0 million from ~~$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 to $215.1 million of operating earnings in the 39 weeks ended November 2, 2013, and ~~a decrease~~an increase in consolidated net income of ~~$695.1~~$664.6 million from ~~$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.~~2012 to $133.7 million of consolidated net income in the 39 weeks ended November 2, 2013. The ~~decrease~~increase 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 27, 2012.

Noncontrolling Interests

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

Segment Performance

~~The Company operates its~~We operate our 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~~are as follows (in millions):


	13 Weeks Ended				39 Weeks Ended				13 Weeks Ended				39 Weeks Ended
	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011		November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
United States	$	1,204.3	$	1,311.3	$	3,722.1	$	4,169.0	$	1,434.8	$	1,204.3	$	3,730.1	$	3,722.1
Canada		101.3		108.0		275.8		303.9		125.4		101.3		281.1		275.8
Australia		125.7		128.7		361.1		385.6		137.3		125.7		363.8		361.1
Europe		341.5		398.8		966.2		1,113.4		409.2		341.5		980.7		966.2

Total	$	1,772.8	$	1,946.8	$	5,325.2	$	5,971.9	$	2,106.7	$	1,772.8	$	5,355.7	$	5,325.2

~~Segment operating~~Operating earnings (loss) ~~were~~by segment are as follows (in millions):


	13 Weeks Ended					39 Weeks Ended						13 Weeks Ended					39 Weeks Ended
	October 27, 2012			October 29, 2011		October 27, 2012			October 29, 2011			November 2, 2013		October 27, 2012			November 2, 2013			October 27, 2012
United States	$	51.1		$	67.5	$	206.8		$	256.8		$	70.3	$	51.1		$	206.5		$	206.8
Canada		(96.1	)		2.7		(93.2	)		1.1			11.2		(96.1	)		13.0			(93.2	)
Australia		(102.6	)		3.6		(100.3	)		10.8			10.1		(102.6	)		12.7			(100.3	)
Europe		(455.9	)		8.8		(467.2	)		(1.3	)		17.5		(455.9	)		(17.1	)		(467.2	)

Total	$	(603.5	)	$	82.6	$	(453.9	)	$	267.4		$	109.1	$	(603.5	)	$	215.1		$	(453.9	)

United States

Segment results for the United States include retail operations in all 50 states, the District of Columbia, Puerto Rico and Guam, the electronic commerce Web sitewww.gamestop.com,Game Informermagazine,www.kongregate.com, a digital PC game distribution platform available atwww.gamestop.com/pcgames, Spawn Labs and an online consumer electronics marketplace available atwww.buymytronics.com. As of ~~October 27, 2012,~~November 2, 2013, the United States segment included ~~4,471~~4,272 stores, compared to ~~4,460~~4,471 stores on October ~~29, 2011.~~27, 2012.

Net sales for the 13 weeks ended ~~October 27, 2012 decreased $107.0~~November 2, 2013 increased $230.5 million, or ~~8.2%~~19.1%, compared to the 13 weeks ended October ~~29, 2011~~27, 2012 due primarily to a ~~9.0% decrease~~23.1% increase in comparable store sales. The ~~decrease~~increase 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~~launch of new release video game titles and an increase in Nintendo handheld hardware sales during the ~~third quarter of fiscal 2012 when~~quarter. Net sales for the 39 weeks ended November 2, 2013 increased $8.0 million, or 0.2%, 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~~39 weeks ended October 27, 2012 due primarily to a ~~decrease~~1.8% increase in comparable store ~~traffic related to lower hardware and software demand due to the late stages of the current console cycle.~~sales. The increase in ~~other product~~comparable store sales was primarily due ~~primarily~~ to ~~an increase in sales~~strong performance of ~~PC entertainment software and an increase in sales~~new video game title releases during the 13 weeks ended November 2, 2013, which more than offset the declines that had been experienced during the first half of ~~mobile devices in~~ the ~~third quarter of fiscal 2012 compared to the third quarter of fiscal 2011.~~ year.

Segment operating earnings for the 13 weeks ended ~~October 27, 2012 decreased~~November 2, 2013 increased by ~~$16.4~~$19.2 million compared to the 13 weeks ended October ~~29, 2011,~~27, 2012, driven primarily by the ~~decrease in comparable store sales and the recognition of $4.4 million in property and equipment impairments.~~

Net sales for the 39 weeks ended October 27, 2012 decreased $446.9 million, or 10.7%, compared to the 39 weeks ended October 29, 2011 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~~current year increase in ~~other product~~net 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 29, 2011. The decrease in used video game product sales was due primarily 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 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 earnings for the 39 weeks ended ~~October 27, 2012~~November 2, 2013 decreased slightly by ~~$50.0~~$0.3 million compared to the 39 weeks ended October ~~29, 2011, driven primarily by~~27, 2012. During the ~~decrease in comparable store sales and the recognition of~~fiscal 2012 period, $4.4 million in property and equipment ~~impairments.~~impairments was recognized.

Canada

Segment results for Canada include retail operations in Canada and their e-commerce site. As of ~~October 27, 2012,~~November 2, 2013, the Canadian segment had ~~339~~334 stores, compared to ~~345~~339 stores at October ~~29, 2011.~~27, 2012. Net sales in the Canadian segment in the 13 and 39 weeks ended ~~October 27, 2012 decreased 6.2%~~November 2, 2013 increased 23.8% and ~~9.2%~~1.9%, respectively, compared to the 13 and 39 weeks ended October ~~29, 2011. Comparable store~~27, 2012. The increase in net sales ~~for the 13 and 39 weeks ended October 27, 2012 decreased 7.0% and 7.6%, respectively,~~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. Changes~~comparable store sales of 33.3% and 7.3%, respectively, partially offset by the impact of changes in exchange rates, which had the effect of ~~increasing sales by $1.7 million and~~ decreasing sales by ~~$4.1~~$6.6 million and $9.6 million, respectively, in the 13 and 39 weeks ended ~~October 27, 2012~~November 2, 2013 when compared to the same periods in fiscal ~~2011.~~2012. Excluding the impact of changes in exchange rates, net sales in the Canadian segment ~~decreased~~increased by ~~7.8%~~30.3% and ~~7.9%~~5.4%, respectively, in the 13 and 39 weeks ended ~~October 27, 2012~~November 2, 2013 when compared to the same periods in fiscal ~~2011.~~2012. The ~~decrease~~increase in ~~new video game hardware~~comparable store sales iswas 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~~strength 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.title releases.

Segment operating earnings for the 13 and 39 weeks ended ~~October 27, 2012 decreased~~November 2, 2013 increased by ~~$98.8~~$107.3 million and ~~$94.3~~$106.2 million, respectively, compared to the 13 and 39 weeks ended October ~~29, 2011,~~27, 2012, driven primarily by the goodwill and asset impairment charge of $100.5 million during the third quarter of fiscal ~~2012 when compared to none in the prior year periods.~~2012. Excluding the impact of the goodwill and asset impairment charges in 2012, segment operating earnings ~~would have been~~were $4.4 million and $7.3, ~~million,~~ respectively, in the 13 and 39 weeks ended October 27, 2012 compared to ~~$2.7~~$11.2 million and ~~$1.1~~$13.0 million, respectively, in the 13 and 39 weeks ended ~~October 29, 2011.~~November 2, 2013, with increases driven by sales increases.

Australia

Segment results for Australia include retail operations and e-commerce sites in Australia and New Zealand. As of ~~October 27, 2012,~~November 2, 2013, the Australian segment included ~~419~~416 stores, compared to ~~414~~419 stores at October ~~29, 2011.~~27, 2012. Net sales for the 13 and 39 weeks ended ~~October 27, 2012 decreased~~November 2, 2013 increased by ~~2.3%~~9.2% and ~~6.4%~~0.7%, respectively, when compared to the 13 and 39 weeks ended October ~~29, 2011. Comparable store~~27, 2012. The increase in net sales for the 13 ~~and 39~~ weeks ended ~~October 27, 2012 decreased 4.3% and 6.7%, respectively,~~November 2, 2013 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. Changes~~comparable store sales of 22.0%, partially offset by the impact of changes in exchange rates, which had the effect of ~~increasing sales by $1.3 million and~~ decreasing sales by ~~$3.3~~$14.1 million ~~respectively, in the 13 and 39 weeks ended October 27, 2012~~ when compared to the same ~~periods~~period in fiscal ~~2011.~~2012. The increase in comparable store sales in the third quarter of fiscal 2013 was primarily due to the new video game releases. The increase in net sales for the 39 weeks ended November 2, 2013 resulted from a 7.4% increase in comparable store sales, largely offset by the impact of exchange rates, which had the effect of decreasing sales by $23.3 million when compared to the same period in fiscal 2012. Excluding the impact of changes in exchange rates, net sales in the Australian

segment ~~decreased~~increased by ~~3.3%~~20.4% and ~~5.5%~~7.2% in the 13 and 39 weeks ended ~~October 27, 2012,~~November 2, 2013, 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.2012.

Segment operating earnings in the 13 and 39 weeks ended ~~October 27, 2012 decreased~~November 2, 2013 increased by ~~$106.2~~$112.7 million and ~~$111.1~~$113.0 million, respectively, when compared to the 13 and 39 weeks ended October ~~29, 2011,~~27, 2012, driven by the goodwill and asset impairment ~~charge~~charges of $107.4 million during the third quarter of fiscal ~~2012 when compared to the prior year periods.~~2012. Excluding the impact of the goodwill and asset impairment charges in 2012, segment operating earnings ~~would have been~~were $4.8 million and $7.1 million, respectively, in the 13 and 39 weeks ended October 27, 2012 compared to ~~$3.6~~$10.1 million and ~~$10.8~~$12.7 million, respectively, in the 13 and 39 weeks ended ~~October 29, 2011.~~November 2, 2013. Excluding the impact of the goodwill and asset impairment charges, the improvement in operating earnings was primarily the result of current year increases in comparable store sales.

Europe

Segment results for Europe ~~during the 39 weeks ended October 27, 2012~~ include retail store operations in 11 European countries and e-commerce ~~operations~~sites in six countries. As of ~~October 27, 2012,~~November 2, 2013, the European segment operated ~~1,421~~1,466 stores compared to ~~1,408~~1,421 stores as of October ~~29, 2011.~~27, 2012. For the 13 and 39 weeks ended ~~October 27, 2012,~~November 2, 2013, European net sales ~~decreased 14.4%~~increased 19.8% and ~~13.2%~~1.5%, respectively, compared to the 13 and 39 weeks ended October 29, 2011. The decrease in net sales was primarily due to the unfavorable impact of changes in exchange rates, which had the effect of decreasing sales by $30.0 million and $89.7 million, respectively, in the 13 and 39 weeks ended October 27, ~~2012 when compared to the prior fiscal year periods.~~2012. Excluding the impact of changes in exchange rates, net sales in the European segment increased 14.1% and decreased ~~6.8% and 5.2%~~1.4%, respectively, in the 13 and 39 weeks ended ~~October 27, 2012~~November 2, 2013 when compared to the prior fiscal year periods. ~~Comparable store~~The increase in sales ~~decreased 8.0% and 6.9%, respectively, for~~in 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 salesNovember 2, 2013 is primarily due to an increase in comparable store sales of 9.2% as a

result of new video game launches. The increase in sales in the 39 weeks ended November 2, 2013 is primarily due to the impact of exchange rates, which had the effect of increasing sales by $27.7 million when compared to the same period in fiscal 2012, partially offset by a 4.3% decrease in sales at comparable stores during the period. The decrease in sales at comparable stores for the 39 weeks ended November 2, 2013 was primarily due to weak consumer traffic and a slow-down in hardware unit sell-through ~~related to being in~~as a result of the late stages of the ~~current~~previous 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~~cycle and 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.~~software during the first half of the year.

~~Segment~~The segment operating earnings in Europe for the 13 and 39 weeks ended ~~October 27, 2012 decreased~~November 2, 2013 improved by ~~$464.7~~$473.4 million and ~~$465.9~~$450.1 million, respectively, when compared to the 13 and 39 weeks ended October ~~29, 2011.~~27, 2012. The ~~decrease~~improvement in operating earnings was driven by the goodwill, trade name and asset impairment ~~charge~~charges of $466.5 million during the third quarter of fiscal ~~2012 when compared to the prior year periods.~~2012. Excluding the impact of the goodwill, trade name and asset impairment charges in 2012, segment operating earnings ~~would have been~~were $10.6 million in the 13 weeks ended October 27, 2012 and segment operating loss ~~would have been~~was $0.7 million in the 39 weeks ended October 27, 2012 compared to segment operating earnings of ~~$8.8~~$17.5 million in the 13 weeks ended November 2, 2013 and a segment operating loss of ~~$1.3~~$17.1 million ~~respectively,~~ in the ~~13 and~~ 39 weeks ended ~~October 29, 2011.~~November 2, 2013. Excluding the impact of the goodwill and asset impairment charges, the improvement in operating earnings for the 13 weeks ended November 2, 2013 was primarily the result of current year increases in comparable store sales, while decreases in comparable store sales during the first half of 2013 increased the operating loss for the 39 weeks ended November 2, 2013.

Seasonality

~~The Company’s~~Our business, like that of many retailers, is seasonal, with the major portion of the net 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 27, 2012,~~November 2, 2013, cash provided by operations was ~~$203.7~~$406.0 million, compared to cash provided by operations of ~~$211.0~~$203.7 million during the 39 weeks ended October ~~29, 2011.~~27, 2012. The ~~decrease~~increase in cash flow from operations of ~~$7.3~~$202.3 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~~an increase in cash ~~flows related to the changes in other long-term liabilities, offset partially~~provided by ~~a $33.8 million increase related to working capital. Cash used in~~ operations ~~related to~~for working capital ~~decreased $33.8~~which increased $237.6 million from ~~$112.6 million in the 39 weeks ended October 29, 2011 to~~a use of $78.8 million in the 39 weeks ended October 27, 2012 to cash provided of $158.8 million in the 39 weeks ended November 2, 2013. The increase in cash provided by operations for working capital was due primarily to the change in cash related to accounts payable and accrued ~~liabilities offset partially by changes~~liabilities. Accounts payable increased in the ~~payment of income taxes from year~~39 weeks ended November 2, 2013 as compared to ~~year. The increase in cash related to accounts payable and accrued liabilities for~~ the 39 weeks ended October 27, 2012 ~~compared to~~from timing of payments and inventory purchases for the ~~39 weeks ended October 29, 2011 was primarily~~launch of the new consoles while accrued liabilities increased due to ~~changes in the timing of trade payable payments and~~ an increase in ~~cash received from customers for~~reservations related to the ~~purchase~~release of ~~gift cards.~~the new consoles. The increase in cash ~~used~~provided by working capital was slightly offset by a decrease in consolidated net income adjusted for ~~income taxes in the 39 weeks ended October 27, 2012 compared to the 39 weeks ended October 29, 2011 was primarily due to the timing~~non-cash items of ~~estimated income tax payments.~~$21.1 million.

Cash used in investing activities was ~~$91.9~~$137.3 million and ~~$162.8~~$91.9 million during the 39 weeks ended November 2, 2013 and October 27, 2012, ~~and October 29, 2011,~~ respectively. ~~During the 39 weeks ended October 27, 2012, $88.9~~The $45.4 million increase in cash used for investing activities is due to $62.6 million of cash that was used ~~primarily~~ to open new stores and 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. In addition,fund an acquisition during the 39 weeks ended ~~October 29, 2011, the Company~~November 2, 2013 slightly offset by a decrease in cash used ~~$27.9 million~~ for ~~acquisitions~~opening new stores and remodeling existing stores, investing in ~~support of the Company’s~~information systems and in digital initiatives.

Cash used in financing activities was ~~$395.4~~$237.7 million and ~~$327.6~~$395.4 million for the 39 weeks ended November 2, 2013 and October 27, 2012, ~~and October 29, 2011,~~ respectively. The $157.7 million decrease in the cash used in financing activities ~~for~~is mainly due to a decrease of $123.3 million used in the purchase of treasury shares and an increase of $51.0 million in cash provided by the issuance of shares related to stock option exercises. These decreases in cash used in financing activities were slightly offset by a $27.3 million increase in dividends paid in the 39 weeks ended November 2, 2013 as compared to 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 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 purchase of $216.9 million of treasury shares and the repurchase of $125 million in principal balance of the Company’s senior notes pursuant to the Board of Directors’ $500.0 million authorization in February 2011. Of the treasury share repurchases, $22.0 million of cash was used to settle 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 $35.0 million against its Revolver (as defined below) and subsequently repaid the borrowings before October 29, 2011.

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 and consist primarily of time deposits with ~~highly rated~~ commercial banks.

On January 4, 2011, ~~the Company~~we entered into a $400 million credit agreement (the “Revolver”), which amended and restated ~~in its entirety, the Company's~~our prior credit agreement entered into in October ~~2005 (the “Credit Agreement”).~~2005. 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~~We have 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~~us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting ~~the Company~~us or ~~its~~our 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~~During the 39 weeks ended November 2, 2013, we borrowed and repaid $130.0 million under the Revolver. During the 39 weeks ended October 27, 2012, we borrowed and repaid $81.0 million under the Revolver. Average borrowings under the Revolver for the 13 weeks and 39 weeks ended November 2, 2013 were $12.6 million and $18.9 million, respectively. Our average interest rates on those outstanding borrowings for the 13 weeks and 39 weeks ended November 2, 2013 were 2.6% and 2.8%, respectively. As of November 2, 2013, total availability under the Revolver was $391.0 million, there were no borrowings outstanding and standby letters of credit outstanding totaled $9.0 million. We are currently in compliance with the requirements of the Revolver.

and Bank of America may withdraw the facility at any time without notice. The Line of Credit is available to ~~the Company’s~~our 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 27, 2012,~~November 2, 2013, there were no cash overdrafts outstanding under the Line of Credit ~~of $0.6 million~~ and bank guarantees outstanding ~~of $4.6~~totaled $4.4 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, 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”).

Uses of Capital

Our future capital requirements will depend on the number of new stores ~~opened~~we open 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~~We opened ~~123~~93 stores in the 39 weeks ended ~~October 27, 2012~~November 2, 2013 and ~~expects~~we expect to open approximately ~~135~~100 stores in fiscal ~~2012.~~2013, including the 44 stores acquired in France during the first quarter. Capital expenditures for fiscal ~~2012~~2013 are projected to be approximately ~~$130~~$135 million, to be used primarily to fund continued digital initiatives, new store openings, store remodels and invest in distribution and information systems in support of operations.

Between May 2006 and December 2011, the Company repurchased and redeemed the $300 million of Senior Floating Rate Notes and 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. For the 39-week period ending October 29, 2011, the Company redeemed $125.0 million of Senior Notes, 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.

~~At the beginning of fiscal 2011, $22.0 million of treasury share purchases made during fiscal~~Since 2010, ~~were settled. In February 2011, the~~our Board of Directors has from time to time authorized the ~~Company to use $500 million to~~ repurchase ~~shares~~ of ~~the Company’s~~our common stock and/or retire the Company's Senior Notes. Under the repurchase program, the Company could 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.stock. During the 39 weeks ended ~~October 29, 2011, the Company~~November 2, 2013, we repurchased 9.2 million shares of the Company’s common stock at an average purchase price of $21.16 and $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 13, 2012, the 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 0.15.2 million shares for an average price per share of ~~$25.88 since October 27, 2012.~~

$39.81, leaving $216.5 million available under the November 2012 authorization of $500 million. On ~~February 8, 2012,~~November 19, 2013, the Board of Directors authorized a new $500 million share repurchase plan, replacing the $209.9 million remaining under the November 2012 authorization. As of December 4, 2013, we have purchased an additional 0.4 million shares of our Class A Common Stock for an average price per share of $50.75 since November 2, 2013, leaving $487.0 million available under the ~~Company~~November 2013 authorization. The amounts, timing and prices of share repurchases that are effected under the Company’s share repurchase programs, pursuant to such authorizations, are directed by our senior management.

During the first quarter of fiscal 2012, our Board of Directors approved the initiation of a quarterly cash dividend to ~~its~~our stockholders of Class A Common Stock. ~~The~~During the 39 week periods ended November 2, 2013 and October 27, 2012, we paid $98.7 million and $71.4 million, respectively, in dividends. During the first ~~quarterly~~and second quarters of fiscal 2012, we declared cash ~~dividend~~dividends of $0.15 per share ~~was paid on March 12,~~for each quarter. During the third quarter of fiscal 2012, ~~to all common stockholders of record as of February 21, 2012. The second quarterly~~we declared 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~~dividends of $0.25 per share. During the first, second and third quarters of fiscal 2013, we declared cash dividends of $0.275 per share ~~was paid on September 12, 2012 to all common stockholders of record as of August 28, 2012. On November 13, 2012, the~~for each quarter. In addition, our Board of Directors ~~of the Company~~ approved a quarterly cash dividend to ~~its~~our stockholders of ~~$0.25~~$0.275 per Class A common share payable on December ~~12, 2012~~19, 2013 to stockholders of record at the close of business on ~~November 28, 2012.~~December 4, 2013. Future dividends will be subject to approval by ~~the~~our Board of ~~Directors of the Company.~~Directors.

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, digital initiatives, store openings and remodeling activities and corporate capital expenditure programs, including the payment of dividends declared by the Board of Directors, for at least the next 12 months.

Recent Accounting Pronouncements

~~During~~In July 2013, accounting standards update (“ASU”) 2013-11“Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued requiring an unrecognized tax benefit, or a portion of an unrecognized taxbenefit, to be presented in the financial statements as either a reduction to a deferred tax asset or separately as a liability depending on the existence, availability and/or use of an operating loss carryforward, a similar tax loss, or a tax credit carryforward. This ASU will be effective for us beginning 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 requires2014. We do not expect 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,~~ASU will have an impact on our condensed consolidated financial statements ~~now include separate statements~~as we currently do not have any unrecognized tax benefits in the same jurisdictions in which we have tax loss or credit carryovers.

In March 2013, ASU 2013-05“Foreign Currency Matters (Topic 830)”was issued providing guidance with respect to the release of ~~comprehensive income.~~cumulative translation adjustments into net income when a parent company sells either a

~~During~~

part or all of an investment in a foreign entity. The ASU requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a foreign subsidiary or a group of assets that constitutes a business within a foreign entity. This ASU will be effective for us beginning the first quarter of ~~fiscal 2012, we adopted~~2014. We are evaluating 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 adoptioneffect of this ~~accounting standard update did~~ASU, but do not expect it to have a significant impact on our condensed consolidated financial statements.

In February 2013, ASU 2013-02“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” was issued regarding disclosure of amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU was effective for our annual and interim periods beginning in fiscal 2013. The ASU had no effect on our condensed consolidated financial statements.

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:

the introduction of next-generation consoles, the current or future features of such consoles, including any restrictions or conditions that may adversely affect our pre-owned business, and the impact on demand for existing products;

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~~video game industry and the retail industry;

~~the launch of next generation consoles and the timing and 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~~video 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;

the failure to achieve the anticipated benefits from new ventures and transactions and our ability to effectively integrate and operate acquired companies, including digital gaming, ~~and~~ technology-based or mobile 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 amounts, timing and prices of any share repurchases made by the Company under its share repurchase programs;

the risks involved with our international 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,” ~~“seeks,~~“should,” “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

Our Revolver’s per annum interest rate is variable and is based on one of (i) the U.S. prime rate, (ii) the LIBO rate or (iii) the U.S. federal funds rate. We do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate ~~risks~~risk by investing our excess cash balances in short-term, highly-liquid instruments with a maturity of one year or less. We do not expect any material losses from our invested cash balances, and we believe that our interest rate exposure is ~~not material.~~modest.

Foreign Currency Risk

~~The Company uses~~We use 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 27, 2012, the Company~~November 2, 2013, we recognized ~~a $16.7~~gains (losses) of $2.5 million ~~loss~~ and ~~$0.2~~($7.8) million, ~~gain,~~ respectively, in selling, general and administrative expenses related to the trading of derivative instruments. ~~This loss and gain~~These gains (losses) were offset by gains (losses) related to the re-measurement of intercompany loans and foreign currency assets and liabilities of ~~$19.0~~($2.6) million and ~~$1.0~~$10.8 million, respectively, for the 13 and 39 week periods ended ~~October 27, 2012.~~November 2, 2013. The aggregate fair value of the Foreign Currency Contracts as of ~~October 27, 2012~~November 2, 2013 was a net ~~asset~~liability of ~~$14.7~~$13.6 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 27, 2012~~November 2, 2013 would result in a ~~(loss)~~gain or ~~gain~~loss in value of the forwards, options and swaps of ~~($8.6) million or $8.6 million, respectively.~~$10.3 million.

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~~We manage 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 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 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.

ITEM 1A. Risk

~~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 28, 2012~~February 2, 2013 filed with the SEC on ~~March 27, 2012.~~April 3, 2013. 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~~other than as set forth below:

The introduction of next-generation consoles could negatively impact the demand for existing products or our pre-owned business.

The introduction of next-generation consoles, the features of such consoles, including any future restrictions or conditions that may adversely affect our pre-owned business or the ability to play prior generation video games on such consoles, and the impact on demand for existing products could have a negative impact on our sales and earnings.

These 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~~our equity securities during the fiscal quarter ended ~~October 27, 2012~~November 2, 2013 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 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


	(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)
August 4 through August 31, 2013		198,400	$	50.31		198,400	$	300.9
September 1 through October 5, 2013		939,000	$	50.54		939,000	$	253.4
October 6 through November 2, 2013		699,600	$	52.79		699,600	$	216.5

Total		1,837,000	$	51.37		1,837,000

(1)

In ~~March~~November 2012, the Board of Directors authorized $500 million to be used for share repurchases. In November ~~2012,~~2013, the Board of Directors authorized $500 million to be used for share repurchases, replacing the ~~March~~November 2012 authorization. The November 2013 $500 million ~~plan~~authorization has no expiration date.

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~~Third Amended and Restated Certificate of Incorporation.~~(4)~~ (1)
3.2		Third 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)~~ (1)
10.1		~~Fourth~~ Amended and Restated ~~2001~~2011 Incentive Plan.~~(10)~~ (2)
10.2		~~2011 Incentive Plan.(11)~~
~~10.3~~		~~Second Amended and Restated Supplemental Compensation Plan.(12)~~
~~10.4~~		~~Form of Option Agreement.(13)~~

~~Exhibit~~
~~Number~~
~~Description~~
  ~~10.5~~
~~Form of Restricted Share Agreement.(14)~~
  ~~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)
  ~~10.7~~
~~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)~~
  ~~10.8~~
~~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)~~
  ~~10.9~~
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)
  ~~10.10~~
~~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)~~
  ~~10.11~~
~~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)~~
  ~~10.12~~
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)
  ~~10.13~~
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)
  ~~10.14~~
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)
  ~~10.15~~
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)
  ~~10.16~~
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)
  ~~10.17~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)~~
  ~~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)~~
  ~~10.19~~
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)
  ~~10.20~~
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)
  ~~10.21~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008,~~May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.~~(17)~~

(3)
~~Exhibit~~
~~Number~~
  10.3
~~Description~~
  ~~10.22~~
~~Amendment, dated as of April 5, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(18)~~
J. Paul Raines.(3)
  ~~10.23~~10.4
~~Second Amendment, dated~~Executive Employment Agreement between GameStop Corp. and J. Paul Raines, as ~~of June 2, 2010, to Amended and Restated~~ amended on November 13, 2013.(4)
  10.5 Executive Employment Agreement, dated as of ~~December 31, 2008, as amended by a First Amendment dated as of April 5, 2010,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(19)~~
Tony D. Bartel.(3)
  ~~10.24~~10.6
~~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,~~May 10, 2013, between GameStop Corp. and ~~Daniel~~Robert A. ~~DeMatteo.(20)~~
Lloyd.(3)
  ~~10.25~~10.7
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)~~
  ~~10.26~~
~~Amendment, dated as of June 2, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Tony Bartel.(19)~~
Michael K. Mauler.(3)
  ~~10.27~~16.1
~~Second Amendment,~~Letter of BDO USA LLP, dated ~~as of February 9, 2011,~~July 18, 2013, to ~~Amended~~the Securities 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.~~Exchange Commission regarding statements included in the Current Report on Form 8-K filed with the Securities and ~~Tony Bartel.(20)~~
  ~~10.28~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)~~
  ~~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)~~
  ~~10.30~~
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)
  ~~10.31~~
~~Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)~~
  ~~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)~~
Exchange Commission on July 19, 2013.(5)
  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~~the Registrant’s Form ~~8-K~~10-Q filed with the Securities and Exchange Commission on ~~April 18, 2005.~~September 11, 2013.

(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~October 2, 2008.~~June 27, 2013.

(3)
Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~November 18, 2008.~~May 13, 2013.

(4)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~February 7, 2007.~~November 15, 2013.

(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 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.~~July 19, 2013.

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 A. LLOYD
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: December ~~5, 2012~~11, 2013

	GAMESTOP CORP.

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

Date: December ~~5, 2012~~11, 2013

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~~Third Amended and Restated Certificate of Incorporation.~~(4)~~ (1)

3.2	Third Amended and Restated Bylaws.~~(5)~~ (1)
~~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	~~Fourth~~ Amended and Restated ~~2001~~2011 Incentive Plan.~~(10)~~ (2)

10.2	~~2011 Incentive Plan.(11)~~
~~10.3~~	~~Second Amended and Restated Supplemental Compensation Plan.(12)~~
~~10.4~~	~~Form of Option Agreement.(13)~~
~~10.5~~	~~Form of Restricted Share Agreement.(14)~~
~~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)
~~10.7~~	~~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)~~
~~10.8~~	~~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)~~
~~10.9~~	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)
~~10.10~~	~~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)~~
~~10.11~~	~~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)~~
~~10.12~~	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~~
  ~~10.13~~
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)
  ~~10.14~~
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)
  ~~10.15~~
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)
  ~~10.16~~
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)
  ~~10.17~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)~~
  ~~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)~~
  ~~10.19~~
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)
  ~~10.20~~
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)
  ~~10.21~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008,~~May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.~~(17)~~
(3)
  ~~10.22~~10.3
~~Amendment, dated as of April 5, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(18)~~
J. Paul Raines.(3)
  ~~10.23~~10.4
~~Second Amendment, dated~~Executive Employment Agreement between GameStop Corp. and J. Paul Raines, as ~~of June 2, 2010, to Amended and Restated~~ amended on November 13, 2013.(4)
  10.5 Executive Employment Agreement, dated as of ~~December 31, 2008, as amended by a First Amendment dated as of April 5, 2010,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(19)~~
Tony D. Bartel.(3)
  ~~10.24~~10.6
~~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,~~May 10, 2013, between GameStop Corp. and ~~Daniel~~Robert A. ~~DeMatteo.(20)~~
Lloyd.(3)
  ~~10.25~~10.7
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)~~
  ~~10.26~~
~~Amendment, dated as of June 2, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Tony Bartel.(19)~~
Michael K. Mauler.(3)
  ~~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)
  ~~10.28~~
~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)~~
  ~~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)~~
  ~~10.30~~
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~~
  16.1
~~Description~~
Letter of BDO USA LLP, dated July 18, 2013, to the Securities and Exchange Commission regarding statements included in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2013.(5)
  ~~10.31~~
~~Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)~~
  ~~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)~~
  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~~the Registrant’s Form ~~8-K~~10-Q filed with the Securities and Exchange Commission on ~~April 18, 2005.~~September 11, 2013.

(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~October 2, 2008.~~June 27, 2013.

(3)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~November 18, 2008.~~May 13, 2013.

(4)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on ~~February 7, 2007.~~November 15, 2013.

(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 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.~~July 19, 2013.

4337


	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


			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


			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


~~Exhibit~~ ~~Number~~		~~Description~~
~~10.5~~		~~Form of Restricted Share Agreement.(14)~~
~~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)
~~10.7~~		~~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)~~
~~10.8~~		~~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)~~
~~10.9~~		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)
~~10.10~~		~~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)~~
~~10.11~~		~~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)~~
~~10.12~~		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)
~~10.13~~		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)
~~10.14~~		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)
~~10.15~~		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)
~~10.16~~		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)
~~10.17~~		~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and R. Richard Fontaine.(17)~~
~~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)~~
~~10.19~~		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)
~~10.20~~		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)
~~10.21~~		~~Amended and Restated Executive Employment Agreement, dated December 31, 2008,~~May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.~~(17)~~

		(3)
~~Exhibit~~ ~~Number~~ 10.3		~~Description~~
~~10.22~~		~~Amendment, dated as of April 5, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(18)~~ J. Paul Raines.(3)
~~10.23~~10.4		~~Second Amendment, dated~~Executive Employment Agreement between GameStop Corp. and J. Paul Raines, as ~~of June 2, 2010, to Amended and Restated~~ amended on November 13, 2013.(4)
10.5		Executive Employment Agreement, dated as of ~~December 31, 2008, as amended by a First Amendment dated as of April 5, 2010,~~May 10, 2013, between GameStop Corp. and ~~Daniel A. DeMatteo.(19)~~ Tony D. Bartel.(3)
~~10.24~~10.6		~~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,~~May 10, 2013, between GameStop Corp. and ~~Daniel~~Robert A. ~~DeMatteo.(20)~~ Lloyd.(3)
~~10.25~~10.7		~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Tony Bartel.(17)~~
~~10.26~~		~~Amendment, dated as of June 2, 2010, to Amended and Restated~~ Executive Employment Agreement, dated as of ~~December 31, 2008,~~May 10, 2013, between GameStop Corp. and ~~Tony Bartel.(19)~~ Michael K. Mauler.(3)
~~10.27~~16.1		~~Second Amendment,~~Letter of BDO USA LLP, dated ~~as of February 9, 2011,~~July 18, 2013, to ~~Amended~~the Securities 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.~~Exchange Commission regarding statements included in the Current Report on Form 8-K filed with the Securities and ~~Tony Bartel.(20)~~
~~10.28~~		~~Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and Paul Raines.(17)~~
~~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)~~
~~10.30~~		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)
~~10.31~~		~~Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)~~
~~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)~~ Exchange Commission on July 19, 2013.(5)
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


~~Exhibit~~ ~~Number~~ 16.1	~~Description~~ Letter of BDO USA LLP, dated July 18, 2013, to the Securities and Exchange Commission regarding statements included in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2013.(5)
~~10.31~~		~~Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.(19)~~
~~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)~~
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