UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED MAY 4,AUGUST 3, 2013

OR

 

 ¨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 
(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 RegulationS-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, anon-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 JuneSeptember 4, 2013: 117,630,881116,896,851

 

 

 


TABLE OF CONTENTS

 

   Page No. 
PART I — FINANCIAL INFORMATION  

Item 1.

 

Financial Statements

   1  
 

Condensed Consolidated Balance Sheets (unaudited) May 4,August 3, 2013, (unaudited), AprilJuly 28, 2012 (unaudited) and February 2, 2013

   1  
 

Condensed Consolidated Statements of Operations (unaudited) — For the 13 weeks and 26 weeks ended May 4,August  3, 2013 and AprilJuly 28, 2012

   2  
 

Condensed Consolidated Statements of Comprehensive Income (unaudited) — For the 13 weeks and 26  weeks ended May  4,August 3, 2013 and AprilJuly 28, 2012

   3  
 

Condensed Consolidated StatementStatements of Changes in Stockholders’ Equity (unaudited) — For the 1326  weeks ended May 4,August 3, 2013 and July 28, 2012

   4  
 

Condensed Consolidated Statements of Cash Flows (unaudited) — For the 1326 weeks ended May 4,August 3, 2013 and AprilJuly  28, 2012

   5  
 

Notes to Condensed Consolidated Financial Statements (unaudited)

   6  

Item 2.

 

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

   15  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   2529  

Item 4.

 

Controls and Procedures

   2629  
PART II — OTHER INFORMATION  

Item 1.

 

Legal Proceedings

   2630  

Item 1A.

 

Risk Factors

   2630  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   2730  

Item 6.

 

Exhibits

   2731  

SIGNATURES

   3132  

EXHIBIT INDEX

   3233  


PART I — FINANCIAL INFORMATION

ITEM 1.Financial    Financial Statements

GAMESTOP CORP.

GAMESTOP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  May 4,
2013
   April 28,
2012
 February 2,
2013
   August 3,
2013
   July 28,
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

  $245.7    $329.1   $635.8    $199.5    $138.7    $635.8  

Receivables, net

   57.2     48.1    73.6     55.7     40.2     73.6  

Merchandise inventories, net

   1,112.3     1,118.2    1,171.3     1,004.4     980.2     1,171.3  

Deferred income taxes — current

   55.3     39.2    61.7  

Deferred income taxes – current

   55.2     43.3     61.7  

Prepaid taxes

   50.9     61.5       

Prepaid expenses

   83.9     85.6    61.2     96.2     88.4     61.2  

Other current assets

   8.0     15.4    7.3     2.6     27.1     7.3  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total current assets

   1,562.4     1,635.6    2,010.9     1,464.5     1,379.4     2,010.9  
  

 

   

 

  

 

   

 

   

 

   

 

 

Property and equipment:

         

Land

   22.2     22.4    22.5     20.7     22.1     22.5  

Buildings and leasehold improvements

   600.8     602.2    606.4     594.3     594.5     606.4  

Fixtures and equipment

   932.9     877.3    926.0     939.2     889.7     926.0  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total property and equipment

   1,555.9     1,501.9    1,554.9     1,554.2     1,506.3     1,554.9  

Less accumulated depreciation and amortization

   1,055.2     952.7    1,030.1     1,074.8     976.9     1,030.1  
  

 

   

 

  

 

   

 

   

 

   

 

 

Net property and equipment

   500.7     549.2    524.8     479.4     529.4     524.8  

Goodwill

   1,378.2     2,021.3    1,383.1     1,365.1     1,981.8     1,383.1  

Other intangible assets, net

   146.3     205.9    153.4     144.4     189.5     153.4  

Other noncurrent assets

   57.5     47.0    61.4     57.0     51.7     61.4  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total noncurrent assets

   2,082.7     2,823.4    2,122.7     2,045.9     2,752.4     2,122.7  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total assets

  $3,645.1    $4,459.0   $4,133.6    $3,510.4    $4,131.8    $4,133.6  
  

 

   

 

  

 

   

 

   

 

   

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY:LIABILITIES AND STOCKHOLDERS’ EQUITY:  LIABILITIES AND STOCKHOLDERS’ EQUITY:  

Current liabilities:

          

Accounts payable

  $528.7    $656.4   $870.9    $356.8    $462.1    $870.9  

Accrued liabilities

   707.0     654.1    741.0     843.1     721.2     741.0  

Income taxes payable

        8.5    103.4               103.4  

Revolver debt outstanding

   50.0            
  

 

   

 

  

 

   

 

   

 

   

 

 

Total current liabilities

   1,235.7     1,319.0    1,715.3     1,249.9     1,183.3     1,715.3  
  

 

   

 

  

 

   

 

   

 

   

 

 

Deferred income taxes

   29.2     62.6    31.5     27.3     60.9     31.5  

Other long-term liabilities

   83.9     100.1    100.5     76.5     98.3     100.5  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total long-term liabilities

   113.1     162.7    132.0     103.8     159.2     132.0  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total liabilities

   1,348.8     1,481.7    1,847.3     1,353.7     1,342.5     1,847.3  
  

 

   

 

  

 

   

 

   

 

   

 

 

Commitments and contingencies (Note 7)

           

Stockholders’ equity:

           

Preferred stock — authorized 5.0 shares; no shares issued or outstanding

                             

Class A common stock — $.001 par value; authorized 300.0 shares; 119.0, 132.0 and 118.2 shares outstanding, respectively

   0.1     0.1    0.1  

Class A common stock — $.001 par value; authorized 300.0 shares; 127.1, 134.5 and 128.2 shares issued, 117.1, 124.5 and 118.2 shares outstanding, respectively

   0.1     0.1     0.1  

Additional paid-in-capital

   355.0     611.3    348.3     286.3     479.1     348.3  

Accumulated other comprehensive income

   146.3     170.4    164.4     98.3     111.4     164.4  

Retained earnings

   1,794.9     2,197.6    1,773.5     1,772.0     2,198.7     1,773.5  
  

 

   

 

  

 

 

Equity attributable to GameStop Corp. stockholders

   2,296.3     2,979.4    2,286.3  

Deficit attributable to noncontrolling interest

        (2.1    
  

 

   

 

  

 

   

 

   

 

   

 

 

Total stockholders’ equity

   2,296.3     2,977.3    2,286.3     2,156.7     2,789.3     2,286.3  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total liabilities and stockholders’ equity

  $3,645.1    $4,459.0   $4,133.6    $3,510.4    $4,131.8    $4,133.6  
  

 

   

 

  

 

   

 

   

 

   

 

 

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 13 Weeks Ended  13 Weeks Ended 26 Weeks Ended 
 May 4,
2013
 April 28,
2012
  August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 
 (In millions, except per share data)  (In millions, except per share data) 
 (Unaudited)    (Unaudited)   

Net sales

 $1,865.3   $2,002.2   $1,383.7   $1,550.2   $3,249.0   $3,552.4  

Cost of sales

  1,287.0    1,402.3    902.3    1,030.9    2,189.3    2,433.2  
 

 

  

 

  

 

  

 

  

 

  

 

 

Gross profit

  578.3    599.9    481.4    519.3    1,059.7    1,119.2  

Selling, general and administrative expenses

  449.2    440.4    421.6    440.9    870.8    881.3  

Depreciation and amortization

  41.9    44.5    41.0    43.9    82.9    88.4  
 

 

  

 

  

 

  

 

  

 

  

 

 

Operating earnings

  87.2    115.0    18.8    34.5    106.0    149.5  

Interest income

  (0.1  (0.2  (0.1  (0.2  (0.2  (0.4

Interest expense

  1.0    0.6    1.4    1.1    2.4    1.7  
 

 

  

 

  

 

  

 

  

 

  

 

 

Earnings before income tax expense

  86.3    114.6    17.5    33.6    103.8    148.2  

Income tax expense

  31.7    42.2    7.0    12.6    38.7    54.8  
 

 

  

 

  

 

  

 

  

 

  

 

 

Consolidated net income

  54.6    72.4    10.5    21.0    65.1    93.4  

Net loss attributable to noncontrolling interests

      0.1                0.1  
 

 

  

 

  

 

  

 

  

 

  

 

 

Consolidated net income attributable to GameStop Corp.

 $54.6   $72.5   $10.5   $21.0   $65.1   $93.5  
 

 

  

 

  

 

  

 

  

 

  

 

 

Basic net income per common share1

 $0.46   $0.54  

Basic net income per common share attributable to GameStop Corp.

 $0.09   $0.16   $0.55   $0.71  
 

 

  

 

  

 

  

 

  

 

  

 

 

Diluted net income per common share1

 $0.46   $0.54  

Diluted net income per common share attributable to GameStop Corp.

 $0.09   $0.16   $0.55   $0.71  
 

 

  

 

  

 

  

 

  

 

  

 

 

Dividends per common share

 $0.275   $0.15   $0.275   $0.15   $0.55   $0.30  
 

 

  

 

  

 

  

 

  

 

  

 

 

Weighted average outstanding shares of common stock — basic

  118.4    134.0  

Weighted average shares of common stock outstanding — basic

  117.9    128.7    118.1    131.3  
 

 

  

 

  

 

  

 

  

 

  

 

 

Weighted average outstanding shares of common stock — diluted

  119.4    134.8  

Weighted average shares of common stock outstanding — diluted

  119.2    129.1    119.3    132.0  
 

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

1

Basic net income per common share and diluted net income per common share are calculated based on consolidated net income attributable to GameStop Corp.

   13 Weeks Ended  26 Weeks Ended 
   August 3,
2013
  July 28,
2012
  August 3,
2013
  July 28,
2012
 
   (In millions) 
   (Unaudited) 

Consolidated net income

  $10.5   $21.0   $65.1   $93.4  

Other comprehensive income:

     

Foreign currency translation adjustment

   (48.0  (59.0  (66.1  (58.4
  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss)

   (37.5  (38.0  (1.0  35.0  

Comprehensive loss attributable to noncontrolling interests

               0.2  
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss) attributable to GameStop Corp.

  $(37.5 $(38.0 $(1.0 $35.2  
  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

   13 Weeks Ended 
   May 4,
2013
  April 28,
2012
 
   (In millions) 
   (Unaudited) 

Consolidated net income

  $54.6   $72.4  

Other comprehensive income:

   

Foreign currency translation adjustment

   (18.1  0.6  
  

 

 

  

 

 

 

Total comprehensive income

   36.5    73.0  

Comprehensive loss attributable to noncontrolling interests

       0.2  
  

 

 

  

 

 

 

Comprehensive income attributable to GameStop Corp.

  $36.5   $73.2  
  

 

 

  

 

 

 

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

 

  Class A  Additional
Paid-in
Capital
  Accumulated
Other
Comprehensive
Income
  Retained
Earnings
  Total 
  Common Stock     
  Shares  Common
Stock
     
           (In millions)       
           (Unaudited)       

Balance at February 2, 2013

  118.2   $0.1   $348.3   $164.4   $1,773.5   $2,286.3  

Comprehensive income:

      

Net income for the 13 weeks ended May 4, 2013

                  54.6    54.6  

Foreign currency translation

              (18.1      (18.1
      

 

 

 

Total comprehensive income

       36.5  

Dividends(1)

                  (33.2  (33.2

Stock-based compensation

          5.5            5.5  

Purchase of treasury stock

  (1.0      (25.5          (25.5

Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $1.0)

  1.8        26.7            26.7  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 4, 2013

  119.0   $0.1   $355.0   $146.3   $1,794.9   $2,296.3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Class A
Common Stock
   Additional
Paid-in
Capital
  Accumulated
Other
Comprehensive
Income
  Retained
Earnings
  Total 
        
   Shares  Common
Stock
      
   (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 26 weeks ended August 3, 2013

                    65.1    65.1  

Foreign currency translation

                (66.1      (66.1

Dividends1

                    (66.6  (66.6

Stock-based compensation

            11.5            11.5  

Purchase of treasury stock

   (3.4       (114.4          (114.4

Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $1.6)

   2.3         40.9            40.9  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at August 3, 2013

   117.1   $0.1    $286.3   $98.3   $1,772.0   $2,156.7  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)1

Dividends declared per common share were $0.275$0.55 in the 1326 weeks ended May 4,August 3, 2013.

 

   GameStop Corp. Stockholders  Noncontrolling
Interest
  Total 
   Class A
Common Stock
   Additional
Paid-in
Capital
  Accumulated
Other

Comprehensive
Income
  Retained
Earnings
   
   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      

Comprehensive income:

         

Net income (loss) for the 26 weeks ended July 28, 2012

                    93.5    (0.1  93.4  

Foreign currency translation

                (58.3      (0.1  (58.4

Dividends2

                    (40.5      (40.5

Stock-based compensation

            10.4                10.4  

Purchase of treasury stock

   (13.0       (257.9              (257.9

Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $0.4)

   0.7         2.1                2.1  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at July 28, 2012

   124.5   $0.1    $479.1   $111.4   $2,198.7   $   $2,789.3  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  

2

Dividends declared per common share were $0.30 in the 26 weeks ended July 28, 2012.

See accompanying notes to condensed consolidated financial statements.

GAMESTOP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  13 Weeks Ended   26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 
  (In millions)   (In millions) 
  (Unaudited)   (Unaudited) 

Cash flows from operating activities:

      

Consolidated net income

  $54.6   $72.4    $65.1   $93.4  

Adjustments to reconcile net income to net cash flows used in operating activities:

      

Depreciation and amortization (including amounts in cost of sales)

   42.6    45.1     84.2    89.6  

Amortization of deferred financing fees and issue discounts

   0.3    0.3  

Stock-based compensation expense

   5.5    5.0     11.5    10.4  

Deferred income taxes

   4.6    0.9     1.0    (3.4

Excess tax benefits realized from exercise of stock-based awards

   (1.0  (0.2

Loss on disposal of property and equipment

   3.5    0.8     3.4    2.0  

Other, net

   (2.5  0.2  

Changes in other long-term liabilities

   (16.1  (5.9   (22.4  (6.7

Changes in operating assets and liabilities, net:

      

Receivables, net

   15.6    16.2     16.9    23.5  

Merchandise inventories

   44.4    20.0     142.2    133.6  

Prepaid expenses and other current assets

   (23.1  (5.1   (31.8  (20.9

Prepaid income taxes and accrued income taxes payable

   (103.6  (70.8   (152.9  (145.2

Accounts payable and accrued liabilities

   (358.7  (240.9   (389.3  (350.3
  

 

  

 

   

 

  

 

 

Net cash flows used in operating activities

   (331.4  (162.2   (274.6  (173.8
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Purchase of property and equipment

   (24.3  (22.3   (47.3  (53.6

Acquisition, net of cash acquired

       (1.5

Acquisitions, net of cash acquired

       (1.5

Other

   0.8    1.7     1.4    (2.1
  

 

  

 

   

 

  

 

 

Net cash flows used in investing activities

   (23.5  (22.1   (45.9  (57.2
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Purchase of treasury shares

   (25.5  (121.6   (114.4  (246.6

Dividends paid

   (33.0  (20.5   (66.2  (40.3

Borrowings from the revolver

   130.0    36.0  

Repayments of revolver borrowings

   (80.0  (36.0

Issuance of shares relating to stock options

   25.7    1.0     39.3    1.6  

Excess tax benefits realized from exercise of stock-based awards

   1.0    0.2     3.1    0.4  
  

 

  

 

   

 

  

 

 

Net cash flows used in financing activities

   (31.8  (140.9   (88.2  (284.9
  

 

  

 

 

Exchange rate effect on cash and cash equivalents

   (3.4  (0.7   (27.6  (0.4
  

 

  

 

   

 

  

 

 

Net decrease in cash and cash equivalents

   (390.1  (325.9   (436.3  (516.3

Cash and cash equivalents at beginning of period

   635.8    655.0     635.8    655.0  
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at end of period

  $245.7   $329.1    $199.5   $138.7  
  

 

  

 

   

 

  

 

 

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 companies, “GameStop,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is the world’s largest multichannel video game retailer. The Company sellsWe sell new and 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 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 theour 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’sour annual report on Form 10-K for the 53 weeks ended February 2, 2013 (“fiscal 2012”). The preparation of financial statements in conformity with GAAP requires managementus 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 haswe have made itsour 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 managementus could have a significant impact on the Company’sour financial results. Actual results could differ from those estimates.

Due to the seasonal nature of the business, the results of operations for the 1326 weeks ended May 4,August 3, 2013 are not indicative of the results to be expected for the 52 weeks ending February 1, 2014 (“fiscal 2013”).

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

Restricted cash of $10.4 million, $12.0 million and $13.4 million as of August 3, 2013, July 28, 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.

Recently AdoptedIssued 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 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 carry forward, a similar tax loss, or a tax credit carry forward. 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.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In March 2013, an accounting standard updateASU 2013-05“Foreign Currency Matters (Topic 830)” was issued providing guidance with respect to the 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 accounting standard updateASU 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 accounting standard update isASU will be effective for fiscal yearsus beginning after December 15, 2013, with early adoption permitted. The Company isthe first quarter of 2014. We are evaluating the effect of this accounting standard update,ASU, but doesdo not expect it to have a significant impact on itsour condensed consolidated financial statements.

In February 2013, an accounting standard updateASU 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

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

about those amounts. This accounting standard update isASU was effective for the Company’sour annual and interim periods beginning in fiscal 2013. The accounting standard updateASU had no effect on the Company’sour condensed consolidated financial statements.

In July 2012, an accounting standard update was issued related to testing indefinite-lived intangible assets for impairment. The purpose of the update is to simplify the guidance for testing indefinite-lived intangible assets for impairment and the update permits entities to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. Unless an entity determines, through its qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset is impaired, it would not be required to calculate the fair value of the asset. This standard is effective for annual and interim impairment tests of indefinite-lived intangible assets performed in fiscal years beginning after September 15, 2012, and early adoption is permitted. This standard did not have an impact on our annual indefinite-lived asset impairment testing process in fiscal 2012 as we did not elect to perform a qualitative assessment. The adoption of this guidance may result in a change in how we perform our goodwill impairment assessment; however, it is not expected to have a material impact on our consolidated financial statements.

 

2.

Accounting for Stock-Based Compensation

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

   26 Weeks Ended August 3, 2013   26 Weeks Ended July 28, 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-basedwe 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 expected employee forfeiture rate. The Company usesWe use historical data to estimate the option life, dividend yield and the employee forfeiture rate, and usesuse historical volatility when estimating the stock price volatility. ThereThe following assumptions were noused with respect to the stock options granted during the 13 weeks ended April 28, 2012. During the 13 weeks ended May 4, 2013, 457 thousand options of Class A Common Stock were granted with a fair value of $7.10 per common share, using the following assumptions:granted:

 

   1326 Weeks Ended
August  3,

May 4,
2013
 

Volatility

   46.4

Risk-free interest rate

   1.0

Expected life (years)

   5.6  

Expected dividend yield

   4.3

The stock options granted become exercisable ratably over a three-year period, commencing one year after the grant date, subject to continued service to the Company, and expire in February 2023, or ten years after the grant date.

In the 13 weeks ended May 4, 2013 and April 28, 2012, the Company included compensation expense relating to stock option grants of $0.2 million and $0.7 million, respectively, in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of May 4, 2013, the unrecognized compensation expense related to the unvested portion of our stock options was $3.0 million, which is expected to be recognized over a weighted average period of 2.8 years. The total intrinsic value of options exercised during the 13 weeks ended May 4, 2013 and April 28, 2012 was $10.6 million and $0.4 million, respectively.

During the 13 weeks ended May 4, 2013, 1.2 million shares of restricted stock were granted with a fair value of $24.82 per common share. Of these restricted shares, 614 thousand shares vest in equal annual installments over three years, 262 thousand shares are performance-based and 303 thousand shares vest in full in

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

February 2016. Restricted shares granted are subject to continued service to the Company. Of the 262 thousand performance-based restricted shares granted during the 13 weeks ended May 4, 2013, 131 thousand shares will be measured following the completion of fiscal 2013 with the portion earned vesting in equal annual installments over three years. The remaining 131 thousand shares will be measured following the completion of the 52 weeks ending January 30, 2016. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts. During the 13 weeks ended April 28, 2012, 1.4 million shares of restricted stock were granted with a fair value of $23.73 per common share. Of these shares, 770 thousand vest in equal annual installments over three years and 626 thousand shares are subject to performance measures. Of the performance related restricted shares granted, 126 thousand vest in equal annual installments, to the extent earned, over three years subject to performance targets based on fiscal 2012 operating results. Based on actual fiscal 2012 operating results, only 101 thousand of these performance-based shares were earned. The remaining 500 thousand 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. These grants will vest immediately upon measurement to the extent earned. During the 13 weeks ended May 4, 2013 and April 28, 2012, the Company includedTotal stock-based compensation expense relating to the restricted share grants in the amount of $5.3 million and $4.3 million, respectively,recognized in selling, general and administrative expenses inwas as follows for the accompanying condensed consolidated statements of operations. periods indicated:

   13 Weeks Ended   26 Weeks Ended 
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 
   (In millions) 

Stock-based compensation expense

  $6.0    $5.5    $11.5    $10.4  

As of May 4,August 3, 2013, there was $48.1 million ofthe unrecognized compensation expense related to nonvested restricted stockthe unvested portion of our stock–based awards thatwas $44.9 million, which is expected to be recognized over a weighted average period of 2.42.2 years. The total intrinsic value of options exercised during the 13 weeks ended August 3, 2013 and July 28, 2012 was $10.5 million and $0.7 million, respectively. The total intrinsic value of options exercised during the 26 weeks ended August 3, 2013 and July 28, 2012 was $21.1 million and $1.1 million, respectively.

 

3.

Computation of Net Income Per Common Share

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

 

   13 Weeks Ended 
   May 4,
2013
   April 28,
2012
 
   (In millions, except
per share data)
 

Net income attributable to GameStop Corp.

  $54.6    $72.5  
  

 

 

   

 

 

 

Weighted average common shares outstanding

   118.4     134.0  

Dilutive effect of options and restricted shares on common stock

   1.0     0.8  
  

 

 

   

 

 

 

Common shares and dilutive potential common shares

   119.4     134.8  
  

 

 

   

 

 

 

Net income per common share:

    

Basic

  $0.46    $0.54  
  

 

 

   

 

 

 

Diluted

  $0.46    $0.54  
  

 

 

   

 

 

 

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   26 Weeks Ended 
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 
   (In millions, except per share data) 

Consolidated net income attributable to GameStop Corp.

  $10.5    $21.0    $65.1    $93.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

   117.9     128.7     118.1     131.3  

Dilutive effect of options and restricted shares on common stock(1)

   1.3     0.4     1.2     0.7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Common shares and dilutive potential common shares

   119.2     129.1     119.3     132.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share:

        

Basic

  $0.09    $0.16    $0.55    $0.71  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $0.09    $0.16    $0.55    $0.71  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)
Anti-
Dilutive
Shares
Range of
Exercise
Prices
Expiration
Dates
(In millions, except per share data)

Excludes 1.6 million, 5.5 million, 1.8 million and 3.9 million share-based awards for the 13 Weeks Ended May 4,weeks ended August 3, 2013,

2.1$24.82 - 49.952018 - 2023

the 13 Weeks Ended Aprilweeks ended July 28, 2012, the 26 weeks ended August 3, 2013 and the 26 weeks ended July 28, 2012, respectively, because their effects were antidilutive.

2.4$26.02 - 49.952017 - 2019

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

4.

Fair Value Measurements and Financial Instruments

Recurring Fair Value Measurements and Derivative Financial Instruments

The Company defines fairFair 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.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

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

 

  May 4, 2013   April 28, 2012   February 2, 2013 
  Level 2   Level 2   Level 2   August 3,
2013
   July 28,
2012
   February 2,
2013
 

Assets

        

Foreign Currency Contracts

  $8.3    $14.7    $8.2        

Company-owned life insurance

   5.3     3.3     3.5  

Other current assets

  $2.6    $27.1    $7.3  

Other noncurrent assets

   0.3     6.0     0.9  

Company-owned life insurance(1)

   5.4     3.2     3.5  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  $13.6    $18.0    $11.7     8.3     36.3     11.7  
  

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities

          

Foreign Currency Contracts

  $4.2    $2.1    $13.5        

Nonqualified deferred compensation

   1.0     0.9     0.9  

Accrued liabilities

   12.8     1.7     9.1  

Other long-term liabilities

   8.0          4.4  

Nonqualified deferred compensation(2)

   1.0     0.9     0.9  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  $5.2    $3.0    $14.4    $21.8    $2.6    $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 $686.7$692.3 million and $447.9$576.4 million as of May 4,August 3, 2013 and

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

April July 28, 2012, respectively. The total net notional value of derivatives related to our Foreign Currency Contracts was $120.0$60.5 million and $206.5$91.5 million as of May 4,August 3, 2013 and AprilJuly 28, 2012, respectively.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 

Gains (losses) on the changes in fair value of derivative instruments

  $9.4   $(1.8  $(19.7 $18.7   $(10.3 $16.9  

Gains (losses) on the re-measurement of related intercompany loans and foreign currency assets and liabilities

   (8.8  2.5     22.2    (20.5  13.4    (18.0
  

 

  

 

   

 

  

 

  

 

  

 

 

Total

  $0.6   $0.7  

Total, net

  $2.5   $(1.8 $3.1   $(1.1
  

 

  

 

   

 

  

 

  

 

  

 

 

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 managesWe 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):

   May 4,
2013
  April 28,
2012
  February 2,
2013
 

Assets

    

Foreign Currency Contracts

    

Other current assets

  $6.8   $12.0   $7.3  

Other noncurrent assets

   1.5    2.7    0.9  

Liabilities

    

Foreign Currency Contracts

    

Accrued liabilities

   (3.0  (1.5  (9.1

Other long-term liabilities

   (1.2  (0.6  (4.4
  

 

 

  

 

 

  

 

 

 

Total derivatives

  $4.1   $12.6   $(5.3
  

 

 

  

 

 

  

 

 

 

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company recordswe record certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. The CompanyWe did not record any significant impairment charges related to assets measured at fair value on a nonrecurring basis during the 1326 weeks ended May 4,August 3, 2013 and Aprilor July 28, 2012.

Other Fair Value Disclosures

The Company’s carrying value of financial instruments such as cash andour cash equivalents, receivables, net, and accounts payable and revolver debt outstanding approximates theirthe fair value due to their short maturities.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

5.

Debt

On January 4, 2011, the Companywe entered into a $400 million credit agreement (the “Revolver”), which amended and restated, in its entirety, the Company’sour prior credit agreement entered into in October 2005 (the “Credit Agreement”). The Revolver provides for a five-year, $400 million asset-based facility, including a $50 million letter of credit sublimit, secured by substantially all of the Company’s and its domestic subsidiaries’ assets. The Company hasWe 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.

The availability under the Revolver is limited to a borrowing base which allows the Companyus 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’sOur 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

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

payment. In addition, if Revolver usage is projected to be equal to or greater than 25% of total commitments during the prospective 12-month period, the Company iswe 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 Companywe will be subject to a fixed charge coverage ratio covenant of 1.1:1.0.

The Revolver places certain restrictions on the Companyus and itsour subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from itsour lenders, the Companywe 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’sour average daily excess availability under the facility. In addition, the Company iswe 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 May 4,August 3, 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 Companyus or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting the Companyus or itsour 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 26 weeks ended August 3, 2013, we borrowed $130.0 million under the Revolver and repaid $80.0 million, leaving an outstanding balance of $50.0 million as of August 3, 2013. During the 26 weeks ended July 28, 2012, we borrowed and repaid $36.0 million under the Revolver. Average borrowings under the Revolver for the 13 weeks and 26 weeks ended August 3, 2013 were $44.2 million and $22.1 million, respectively. Our average interest rates on those outstanding borrowings for the 13 weeks and 26 weeks ended August 3, 2013 were 2.9% for both periods. As of May 4,August 3, 2013, total availability under the Revolver was $340.2$253.3 million, there were nowas $50.0 million of 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’sour 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’sour 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 May 4,August 3, 2013, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $4.8$4.6 million.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

6.

Income Taxes

The Company and its subsidiariesWe 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’sour U.S. income tax returns for the fiscal years ended on January 28, 2012, January 29, 2011, January 30, 2010 and January 31, 2009, February 2, 2008 and February 3, 2007. The Company does2009. We do not anticipate any adjustments that would result in a material impact on itsour condensed consolidated financial statements as a result of these audits.

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We accrue for the effects of uncertain tax positions and the related potential penalties and interest. Our recorded liability for unrecognized tax benefits decreased by $8.5 million during the 13 weeks ended August 3, 2013 and by $17.9 million during the 26 weeks ended August 3, 2013. The decrease in the liability for unrecognized tax benefits 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 26 weeks ended May 4, 2013.July 28, 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 26 weeks ended May 4,August 3, 2013 and AprilJuly 28, 2012 are based upon management’s estimate of the Company’sour annualized effective tax rate.

 

7.

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 CompanyWe may enter into discussions regarding settlement of these and other types of lawsuits, and may enter into settlement agreements, if it believeswe believe settlement is in the best interest of the Company’sour stockholders. Management doesWe 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’sour financial condition, results of operations or liquidity.

 

8.

Significant Products

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

 

  13 Weeks Ended   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
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:

       

Net Sales:

        

New video game hardware

  $241.8     13.0 $348.6     17.4  $147.8     10.7 $183.3     11.8 $389.6     12.0 $531.8     15.0

New video game software

   703.2     37.7  731.1     36.5   429.8     31.1  473.8     30.6  1,133.0     34.9  1,204.9     33.9

Pre-owned video game products

   572.6     30.7  619.0     30.9   528.7     38.2  562.3     36.3  1,101.3     33.9  1,181.4     33.3

Other

   347.7     18.6  303.5     15.2   277.4     20.0  330.8     21.3  625.1     19.2  634.3     17.8
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  $1,865.3     100.0 $2,002.2     100.0  $1,383.7     100.0 $1,550.2     100.0 $3,249.0     100.0 $3,552.4     100.0
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

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

 

  13 Weeks Ended   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
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:

                    

New video game hardware

  $20.3     8.4 $22.9     6.6  $15.5     10.5 $16.4     8.9 $35.7     9.2 $39.3     7.4

New video game software

   148.2     21.1  150.0     20.5   98.9     23.0  107.7     22.7  247.1     21.8  257.7     21.4

Pre-owned video game products

   270.7     47.3  304.2     49.1   250.6     47.4  269.5     47.9  521.4     47.3  573.8     48.6

Other

   139.1     40.0  122.8     40.5   116.4     42.0  125.7     38.0  255.5     40.9  248.4     39.2
  

 

    

 

     

 

    

 

    

 

    

 

   

Total

  $578.3     31.0 $599.9     30.0  $481.4     34.8 $519.3     33.5 $1,059.7     32.6 $1,119.2     31.5
  

 

    

 

     

 

    

 

    

 

    

 

   

 

9.

Segment Information

The Company operates itsWe operate our business in the following segments: United States, Canada, Australia and Europe. Segment results for the United States include retail operations in 50 states, the District of Columbia, Guam and Puerto Rico, the electronic commerce Web sitewww.gamestop.com,Game Informermagazine, 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 include retail operations in 11 European countries and e-commerce operations in six countries. The Company measuresWe measure segment profit using operating earnings, which is defined as income from continuing operations before intercompany royalty fees, net interest expense and income taxes. There has been no material change in total assets by segment since 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:tables.

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

 

  13 Weeks Ended   13 Weeks Ended   26 Weeks Ended 
  May 4,
2013
   April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 

United States

  $1,352.9    $1,459.3    $942.4    $1,058.5    $2,295.3    $2,517.8  

Canada

   88.0     97.6     67.7     76.9     155.7     174.5  

Australia

   114.1     106.5     112.4     128.9     226.5     235.4  

Europe

   310.3     338.8     261.2     285.9     571.5     624.7  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,865.3    $2,002.2    $1,383.7    $1,550.2    $3,249.0    $3,552.4  
  

 

   

 

   

 

   

 

   

 

   

 

 

GAMESTOP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

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

 

  13 Weeks Ended   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 

United States

  $92.8   $115.2    $43.4   $40.6   $136.2   $155.7  

Canada

   2.5    2.5     (0.7  0.4    1.8    2.9  

Australia

   1.5    (1.5   1.1    3.7    2.6    2.3  

Europe

   (9.6  (1.2   (25.0  (10.2  (34.6  (11.4
  

 

  

 

   

 

  

 

  

 

  

 

 

Total

  $87.2   $115.0  

Total operating earnings

   18.8    34.5    106.0    149.5  

Interest income

   0.1    0.2    0.2    0.4  

Interest expense

   (1.4  (1.1  (2.4  (1.7
  

 

  

 

   

 

  

 

  

 

  

 

 

Earnings before income tax expense

  $17.5   $33.6   $103.8   $148.2  
  

 

  

 

  

 

  

 

 

 

10.

Supplemental Cash Flow Information

 

  13 Weeks Ended   26 Weeks Ended 
  May 4,
2013
   April 28,
2012
   August 3,
2013
   July 28,
2012
 

Cash paid (in millions) during the period for:

        

Interest

  $0.6    $0.6    $1.2    $1.1  
  

 

   

 

   

 

   

 

 

Income taxes

  $139.9    $111.8    $206.1    $199.8  
  

 

   

 

   

 

   

 

 

 

11.

Subsequent Events

Dividend

On May 21,August 20, 2013, theour Board of Directors of the Company approved a quarterly cash dividend to itsour stockholders of $0.275 per share of Class A Common Stock payable on JuneSeptember 19, 2013 to stockholders of record at the close of business on June 4,September 3, 2013. Future dividends will be subject to approval by theour Board of Directors of the Company.Directors.

Share Repurchase

As of JuneSeptember 4, 2013, the Company haswe have purchased an additional 1.40.3 million shares of itsour Class A Common Stock for an average price per share of $34.73$50.27 since May 4,August 3, 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 factors, which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear in GameStop’sSee 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.Factors, as well as “Disclosure Regarding Forward-looking Statements” and “Item 1A. Risks Factors” below, for certain factors which may cause actual results to vary materially from these forward-looking 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 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 May 4,August 3, 2013, we operated 6,5446,505 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 1, 2014 (“fiscal 2013”) consists of 52 weeks and the fiscal year ended February 2, 2013 (“fiscal 2012”) consisted of 53 weeks.

Growth in the 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 generation of consoles (the Sony PlayStation 3, the Microsoft Xbox 360 and the Nintendo Wii) werewas introduced between 2005 and 2007. The Nintendo 3DS was introduced in March 2011 and the Sony PlayStation Vita was introduced in February 2012. A new console cycle is developing as Nintendo launched the Wii U in November 2012 as the next generation of the Wii. Also,Wii and Sony and Microsoft have announced that thetheir next generation of consoles with the PlayStation 4 and Xbox respectively,One, respectively. These new consoles are expected to come to market by the holiday period of 2013. Typically, following the introduction of new video game platforms, sales of new video game hardware increase as a percentage of total sales in the first full year following introduction. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the subsequent years. The net effect is generally a decline in gross margin percentage in the first full year following new platform releases and an increase in gross margin percentage in the years subsequent to the first full year following the launch period. The planned launches of the next-generation Sony PlayStation 4 and Microsoft Xbox One by the holiday period of 2013 will negatively impactare anticipated to reduce our overall gross margin percentage in the fourth quarter of fiscal 2013. Unit sales of maturing video game platforms are typically also driven by manufacturer-funded retail price reductions, further driving sales of related software and accessories. Historically, new hardware consoles are typically introduced every four to five years. However, the current generation of hardware consoles is now over six years old and consumer demand is declining. We have seen declines in new hardware and software sales in fiscal 2012 and fiscal 2013 before the next-generation product launches due to the age of the current console cycle. The introduction of new consoles like the Wii U, or further price cuts on the current generation of consoles could partially offset these sales declines.

We expect that future growth in the 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 points cards, as well as prepaid digital and online timecards. We expect our sales of digital products to continue to increase in the second half of fiscal 2013. We have made significant investments in e-commerce 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 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 tablets and accessories in all of our stores in the United States and in a majority of stores in our international markets. We also sell and accept trades of pre-owned mobile devices in our stores. In addition, we intend to continue to invest in customer loyalty programs designed to attract and retain customers.

Critical Accounting Policies

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

Consolidated Results of Operations

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

 

  13 Weeks Ended   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 

Statement of Operations Data:

        

Net sales

   100.0  100.0   100.0  100.0  100.0  100.0

Cost of sales

   69.0    70.0     65.2    66.5    67.4    68.5  
  

 

  

 

   

 

  

 

  

 

  

 

 

Gross profit

   31.0    30.0     34.8    33.5    32.6    31.5  

Selling, general and administrative expenses

   24.1    22.0     30.5    28.4    26.8    24.8  

Depreciation and amortization

   2.2    2.3     2.9    2.8    2.5    2.5  
  

 

  

 

   

 

  

 

  

 

  

 

 

Operating earnings

   4.7    5.7     1.4    2.3    3.3    4.2  

Interest expense, net

   0.1         0.1    0.1    0.1      
  

 

  

 

   

 

  

 

  

 

  

 

 

Earnings before income tax expense

   4.6    5.7     1.3    2.2    3.2    4.2  

Income tax expense

   1.7    2.1     0.5    0.8    1.2    1.6  
  

 

  

 

   

 

  

 

  

 

  

 

 

Consolidated net income

   2.9    3.6     0.8    1.4    2.0    2.6  

Net loss attributable to noncontrolling interests

         
  

 

  

 

   

 

  

 

  

 

  

 

 

Consolidated net income attributable to GameStop Corp.

   2.9  3.6   0.8  1.4  2.0  2.6
  

 

  

 

   

 

  

 

  

 

  

 

 

The Company includesWe 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 includesWe include processing fees

associated with purchases

made by check and credit cards in cost of sales, rather than 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   13 Weeks Ended 26 Weeks Ended 
  May 4, 2013 April 28, 2012   August 3, 2013 July 28, 2012 August 3, 2013 July 28, 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:

       

Net Sales:

      

New video game hardware

  $241.8     13.0 $348.6     17.4  $147.8     10.7 $183.3     11.8 $389.6     12.0 $531.8     15.0

New video game software

   703.2     37.7  731.1     36.5   429.8     31.1  473.8     30.6  1,133.0     34.9  1,204.9     33.9

Pre-owned video game products

   572.6     30.7  619.0     30.9   528.7     38.2  562.3     36.3  1,101.3     33.9  1,181.4     33.3

Other(1)

   347.7     18.6  303.5     15.2   277.4     20.0  330.8     21.3  625.1     19.2  634.3     17.8
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  $1,865.3     100.0 $2,002.2     100.0  $1,383.7     100.0 $1,550.2     100.0 $3,249.0     100.0 $3,552.4     100.0
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

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

(1)

Other products include PC entertainment and other software, digital products and currency, mobile products, including tablets and refurbished mobile devices, accessories and revenues associated withGame Informer magazine and our PowerUp Rewards and other loyalty programs.

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

 

  13 Weeks Ended   13 Weeks Ended 26 Weeks Ended 
  May 4,
2013
 April 28,
2012
   August 3, 2013 July 28, 2012 August 3, 2013 July 28, 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:

                    

New video game hardware

  $20.3     8.4 $22.9     6.6  $15.5     10.5 $16.4     8.9 $35.7     9.2 $39.3     7.4

New video game software

   148.2     21.1  150.0     20.5   98.9     23.0  107.7     22.7  247.1     21.8  257.7     21.4

Pre-owned video game products

   270.7     47.3  304.2     49.1   250.6     47.4  269.5     47.9  521.4     47.3  573.8     48.6

Other

   139.1     40.0  122.8     40.5   116.4     42.0  125.7     38.0  255.5     40.9  248.4     39.2
  

 

    

 

     

 

    

 

    

 

    

 

   

Total

  $578.3     31.0 $599.9     30.0  $481.4     34.8 $519.3     33.5 $1,059.7     32.6 $1,119.2     31.5
  

 

    

 

     

 

    

 

    

 

    

 

   

13 weeks ended May 4,August 3, 2013 compared with the 13 weeks ended AprilJuly 28, 2012

Net Sales

Net sales decreased by $136.9$166.5 million, or 6.8%10.7%, from $2,002.2$1,550.2 million in the 13 weeks ended AprilJuly 28, 2012 to $1,865.3$1,383.7 million in the 13 weeks ended May 4,August 3, 2013. The decrease in net sales was primarily attributable to a decrease in comparable store sales of 6.7% and10.7% for the second quarter of fiscal 2013 offset slightly by changes related to foreign exchange rates, which had the effect of decreasingincreasing net sales by $6.1$2.0 million when compared to the firstsecond quarter of fiscal 2012. The decrease in comparable store sales was primarily due to a decrease in new video game hardware sales pre-owned video game product sales and new video game software sales offset partially by an increase in other product sales.across all categories related to the late stages of the current console cycle. Refer to the note to the Selected

Financial Data table in “Item 6. Selected Financial Data” in our Form 10-K for a discussion of the calculation of comparable store sales.

New video game hardware sales decreased $106.8$35.5 million, or 30.6%19.4%, from $348.6$183.3 million in the 13 weeks ended AprilJuly 28, 2012 to $241.8$147.8 million in the 13 weeks ended May 4,August 3, 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 console cycle and higher sales of the Sony PlayStation Vita in the first quarter of fiscal 2012 due to its launch during that quarter. Thesecycle. The new video game hardware 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 $27.9$44.0 million, or 3.8%9.3%, from $731.1$473.8 million in the 13 weeks ended AprilJuly 28, 2012 to $703.2$429.8 million in the 13 weeks ended May 4,August 3, 2013, primarily due to declinesa reduced number of new title releases in salesthe second quarter of catalog softwarefiscal 2013 as compared to the prior year quarter coupled with a reduction in consumer demand due to the late stages of the current console cycle, partially offset by stronger sales of new release video game titles in the first quarter of fiscal 2013 when compared to the first quarter of fiscal 2012. cycle.

Pre-owned video game product sales decreased $46.4by $33.6 million, or 7.5%6.0%, from $619.0$562.3 million in the 13 weeks ended AprilJuly 28, 2012 to $572.6$528.7 million in the 13 weeks ended May 4,August 3, 2013. The decrease in pre-owned video game product sales was primarily due to a decrease in store traffic related to lower video game demand due to the late stages of the current console cycle.

Other product sales increased by $44.2decreased $53.4 million, or 14.6%16.1%, from $303.5$330.8 million in the 13 weeks ended AprilJuly 28, 2012 to $347.7$277.4 million in the 13 weeks ended May 4,August 3, 2013. The increasedecrease in other product sales was primarily due to decreases in accessories sales associated with hardware sales declines and lower PC entertainment software sales due to the launch ofDiablo III in the prior year comparable quarter, partially offset by increases in sales of mobile and digital products offset partially by a decrease in accessories sales associated with hardware sales declines.as we continue to focus on expanding these lines of business.

As a percentage of net sales, new video game hardware sales and pre-owned video gameother product sales decreased and new video game software sales and otherpre-owned video game product sales increased in the 13 weeks ended May 4,August 3, 2013 compared to the 13 weeks ended AprilJuly 28, 2012. The change in the mix of sales was primarily due to the decreases in new video game hardware sales and pre-owned video game product sales and the increase in other product sales discussed above.

Cost of Sales

Cost of sales decreased by $115.3$128.6 million, or 8.2%12.5%, from $1,402.3$1,030.9 million in the 13 weeks ended AprilJuly 28, 2012 to $1,287.0$902.3 million in the 13 weeks ended May 4,August 3, 2013 as a result of the decrease in sales discussed above and the changes in gross profit discussed below.

Gross Profit

Gross profit decreased by $21.6$37.9 million, or 3.6%7.3%, from $599.9$519.3 million in the 13 weeks ended AprilJuly 28, 2012 to $578.3$481.4 million in the 13 weeks ended May 4,August 3, 2013. Gross profit as a percentage of net sales increased from 30.0%33.5% in the 13 weeks ended AprilJuly 28, 2012 to 31.0%34.8% in the 13 weeks ended May 4,August 3, 2013. The gross profit percentage increase was primarily due to the changea shift in sales mix driven by thefrom new hardware to pre-owned and an increase in other product sales the decrease in new video game hardware sales as a percentage of total net salesour mobile and the increase in gross profit as a percentage of sales on new video game hardware products and new video game softwaredigital products.

Gross profit as a percentage of sales on new video game hardware increased from 6.6%8.9% in the 13 weeks ended AprilJuly 28, 2012 to 8.4%10.5% in the 13 weeks ended May 4,August 3, 2013, primarily due to an increase in the attachment rate of product replacement plan sales on new hardware units when compared to the prior year. Gross profit as a percentage of sales on new video game software increased slightly from 20.5%22.7% in the 13 weeks ended AprilJuly 28, 2012 to 21.1%23.0% in the 13 weeks ended May 4,August 3, 2013. Gross profit as a percentage of sales on pre-owned video game products decreased from 49.1%47.9% in the 13 weeks ended AprilJuly 28, 2012 to 47.3%47.4% in the 13 weeks ended May 4,August 3, 2013 due to an increase in promotional activities when compared to the prior year. Gross profit as a percentage of sales on other product sales decreased slightlyincreased from 40.5%38.0% in the 13 weeks ended AprilJuly 28, 2012 to 40.0%42.0% in the 13 weeks ended May 4, 2013.August 3, 2013 primarily due to the high mix of PC entertainment sales in the prior year

comparable quarter due to the launch ofDiablo III in that quarter. New PC entertainment software has a lower gross profit percentage than accessories, mobile or digital sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increaseddecreased by $8.8$19.3 million, or 2.0%4.4%, from $440.4$440.9 million in the 13 weeks ended AprilJuly 28, 2012 to $449.2$421.6 million in the 13 weeks ended May 4,August 3, 2013. This increasedecrease was primarily due to cost control activities as a result of the timingdecline in sales at the end of promotional coststhe current console cycle and other expenseslower store count. This was partially offset partially by changes in foreign exchange rates which had the effect of decreasingincreasing expenses by $1.8$1.4 million when compared to the second quarter of fiscal 2012. Selling, general and administrative expenses as a percentage of net sales increased from 22.0%28.4% in the first quarter of fiscal13 weeks ended July 28, 2012 to 24.1%30.5% in the first quarter of fiscal13 weeks ended August 3, 2013. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to deleveraging of fixed costs as a result of the decrease in comparable store sales.sales during the second quarter of fiscal 2013. Included in selling, general and administrative expenses is $5.5$6.0 million and $5.0$5.4 million in stock-based compensation expense for the 13-week periods ended May 4,August 3, 2013 and AprilJuly 28, 2012, respectively.

Depreciation and Amortization

Depreciation and amortization expense decreased $2.6$2.9 million, or 6.6%, from $44.5$43.9 million in the 13 weeks ended AprilJuly 28, 2012 to $41.9$41.0 million in the 13 weeks ended May 4,August 3, 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.

Interest Income and Expense

Interest income from the investment of excess cash balances decreased slightly from $0.2 million in the 13 weeks ended AprilJuly 28, 2012 to $0.1 million in the 13 weeks ended May 4,August 3, 2013. Interest expense increased slightly from $0.6$1.1 million in the 13 weeks ended AprilJuly 28, 2012 to $1.0$1.4 million in the 13 weeks ended May 4,August 3, 2013.

Income Tax

Income tax expense for the 13 weeks ended April 28, 2012 and the 13 weeks ended May 4, 2013 was based upon management’s estimate of the Company’s annualized effective tax rate. Income tax expense was $31.7$7.0 million, or 36.7%40.0% of earnings before income tax expense, for the 13 weeks ended May 4,August 3, 2013 compared to $42.2$12.6 million, or 36.8%37.5% of earnings before income tax expense, for the 13 weeks ended AprilJuly 28, 2012.2012 and was based upon an estimate of our annualized effective tax rate. The higher effective tax rate for the second quarter of fiscal 2013 was a result of the earnings mix in the foreign countries where we operate against overall lower earnings before income taxes.

Operating Earnings and Net Income

The factors described above led to a decrease in operating earnings of $27.8$15.7 million or 24.2%, from $115.0$34.5 million in the 13 weeks ended AprilJuly 28, 2012 to $87.2$18.8 million in the 13 weeks ended May 4,August 3, 2013, and a decrease in consolidated net income of $17.8$10.5 million or 24.6%, from $72.4$21.0 million in the 13 weeks ended AprilJuly 28, 2012 to $54.6$10.5 million in the 13 weeks ended May 4,August 3, 2013.

26 weeks ended August 3, 2013 compared with the 26 weeks ended July 28, 2012

Net Sales

Net sales decreased by $303.4 million, or 8.5%, from $3,552.4 million in the 26 weeks ended July 28, 2012 to $3,249.0 million in the 26 weeks ended August 3, 2013. The decrease in net sales was primarily attributable to a decrease in comparable store sales of 8.4% for the 26 weeks ended August 3, 2013 when compared to the 26 weeks ended July 28, 2012 and changes related to foreign exchange rates, which had the effect of decreasing sales by $4.1 million for the 26 weeks ended August 3, 2013 when compared to the 26 weeks ended July 28, 2012. The decrease in comparable store sales was primarily due to a decrease in sales across all categories related to the late stages of the current console cycle.

New video game hardware sales decreased $142.2 million, or 26.7%, from $531.8 million in the 26 weeks ended July 28, 2012 to $389.6 million in the 26 weeks ended August 3, 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 console cycle and higher sales of the Sony PlayStation Vita in the first half of 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 $71.9 million, or 6.0%, from $1,204.9 million in the 26 weeks ended July 28, 2012 to $1,133.0 million in the 26 weeks ended August 3, 2013, primarily due to declines in sales of catalog software (software beyond its initial launch period) due to the late stages of the console cycle, partially offset by stronger sales of new release video game titles in the 26 weeks ended August 3, 2013 when compared to the 26 weeks ended July 28, 2012.

Pre-owned video game product sales decreased $80.1 million, or 6.8%, from $1,181.4 million in the 26 weeks ended July 28, 2012 to $1,101.3 million in the 26 weeks ended August 3, 2013. The decrease in pre-owned video game product sales was primarily due to a decrease in store traffic related to lower video game demand due to the late stages of the current console cycle.

Other product sales decreased by $9.2 million, or 1.5%, from $634.3 million in the 26 weeks ended July 28, 2012 to $625.1 million in the 26 weeks ended August 3, 2013. The slight decrease in other product sales was primarily due to decreases in accessories sales associated with hardware sales declines and lower PC entertainment software sales due to the launch ofDiablo III in the prior year second quarter, almost entirely offset by increases in sales of mobile and digital products as we continue to focus on expanding these lines of business.

As a percentage of net sales, new video game software sales, pre-owned video game product sales and other product sales increased and new video game hardware sales decreased in the 26 weeks ended August 3, 2013 compared to the 26 weeks ended July 28, 2012. The change in the mix of sales was primarily due to the decreases in new video game hardware sales as discussed above.

Cost of Sales

Cost of sales decreased by $243.9 million, or 10.0%, from $2,433.2 million in the 26 weeks ended July 28, 2012 to $2,189.3 million in the 26 weeks ended August 3, 2013, primarily as a result of the decrease in sales discussed above and the changes in gross profit discussed below.

Gross Profit

Gross profit decreased by $59.5 million, or 5.3%, from $1,119.2 million in the 26 weeks ended July 28, 2012 to $1,059.7 million in the 26 weeks ended August 3, 2013. Gross profit as a percentage of net sales increased from 31.5% in the 26 weeks ended July 28, 2012 to 32.6% in the 26 weeks ended August 3, 2013. The gross profit percentage increase was primarily due to the change in sales mix driven by the decrease in new video

game hardware sales as a percentage of total net sales and the increase in gross profit as a percentage of sales on new video game hardware products and other video game products. Gross profit as a percentage of sales on new video game hardware increased from 7.4% in the 26 weeks ended July 28, 2012 to 9.2% in the 26 weeks ended August 3, 2013 primarily due to an increase in the attachment rate of product replacement plan sales on new hardware units when compared to the prior year. Gross profit as a percentage of sales on new video game software increased slightly from 21.4% in the 26 weeks ended July 28, 2012 to 21.8% in the 26 weeks ended August 3, 2013. Gross profit as a percentage of sales on pre-owned video game products decreased from 48.6% in the 26 weeks ended July 28, 2012 to 47.3% in the 26 weeks ended August 3, 2013 primarily due to an increase in promotional activities when compared to the prior year. Gross profit as a percentage of sales on other product sales increased from 39.2% in the 26 weeks ended July 28, 2012 to 40.9% in the 26 weeks ended August 3, 2013 primarily due to the increase in mobile and digital sales and a decrease in sales of PC entertainment software in the second quarter of 2013 when compared to the second quarter of 2012. New PC entertainment software has a lower gross profit percentage than accessories, mobile or digital sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $10.5 million, or 1.2%, from $881.3 million in the 26 weeks ended July 28, 2012 to $870.8 million in the 26 weeks ended August 3, 2013. This decrease was primarily due to cost control activities as a result of the decline in sales at the end of the current console cycle and lower store count. Selling, general and administrative expenses as a percentage of net sales increased from 24.8% in the 26 weeks ended July 28, 2012 to 26.8% in the 26 weeks ended August 3, 2013. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to deleveraging of fixed costs as a result of the decrease in comparable store sales. Included in selling, general and administrative expenses is $11.5 million and $10.4 million in stock-based compensation expense for the 26 weeks ended August 3, 2013 and July 28, 2012, respectively.

Depreciation and Amortization

Depreciation and amortization expense decreased $5.5 million, or 6.2%, from $88.4 million in the 26 weeks ended July 28, 2012 to $82.9 million in the 26 weeks ended August 3, 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.

Interest Income and Expense

Interest income from the investment of excess cash balances decreased slightly from $0.4 million in the 26 weeks ended July 28, 2012 to $0.2 million in the 26 weeks ended August 3, 2013. Interest expense increased from $1.7 million in the 26 weeks ended July 28, 2012 to $2.4 million in the 26 weeks ended August 3, 2013.

Income Tax

Income tax expense was $38.7 million, or 37.3% of earnings before income tax expense, for the 26 weeks ended August 3, 2013 compared to $54.8 million, or 37.0% of earnings before income tax expense, for the 26 weeks ended July 28, 2012 and was based upon an estimate of our annualized effective tax rate.

Operating Earnings and Net Income

The factors described above led to a decrease in operating earnings of $43.5 million from $149.5 million in the 26 weeks ended July 28, 2012 to $106.0 million in the 26 weeks ended August 3, 2013, and a decrease in consolidated net income of $28.3 million from $93.4 million in the 26 weeks ended July 28, 2012 to $65.1 million in the 26 weeks ended August 3, 2013.

Noncontrolling Interests

The $0.1 million net loss attributable to noncontrolling interests for the first quarter of fiscal26 weeks ended July 28, 2012 represents the portion of the minority interest stockholders’ net loss of the Company’sour non-wholly owned subsidiaries included in the Company’sour consolidated net income. The remaining noncontrolling interests were purchased during the second quarter of fiscal 2012.

Segment Performance

The Company operates itsWe 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 wereare as follows:

 

  13 Weeks Ended   13 Weeks Ended   26 Weeks Ended 
  May 4,
2013
   April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 
  (In millions)   (In millions) 

United States

  $1,352.9    $1,459.3    $942.4    $1,058.5    $2,295.3    $2,517.8  

Canada

   88.0     97.6     67.7     76.9     155.7     174.5  

Australia

   114.1     106.5     112.4     128.9     226.5     235.4  

Europe

   310.3     338.8     261.2     285.9     571.5     624.7  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,865.3    $2,002.2    $1,383.7    $1,550.2    $3,249.0    $3,552.4  
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating earnings (loss) by segment wereare as follows:

 

   13 Weeks Ended 
   May 4,
2013
  April 28,
2012
 
   (In millions) 

United States

  $92.8   $115.2  

Canada

   2.5    2.5  

Australia

   1.5    (1.5

Europe

   (9.6  (1.2
  

 

 

  

 

 

 

Total

  $87.2   $115.0  
  

 

 

  

 

 

 

   13 Weeks Ended  26 Weeks Ended 
   August 3,
2013
  July 28,
2012
  August 3,
2013
  July 28,
2012
 
   (In millions) 

United States

  $43.4   $40.6   $136.2   $155.7  

Canada

   (0.7  0.4    1.8    2.9  

Australia

   1.1    3.7    2.6    2.3  

Europe

   (25.0  (10.2  (34.6  (11.4
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $18.8   $34.5   $106.0   $149.5  
  

 

 

  

 

 

  

 

 

  

 

 

 

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 May 4,August 3, 2013, and April 28, 2012, the United States segment included 4,329 and 4,4344,290 GameStop stores, respectively. compared to 4,448 stores on July 28, 2012.

Net sales for the first quarter of fiscal13 weeks ended August 3, 2013 decreased $106.4$116.1 million, or 7.3%11.0%, compared to the first quarter of fiscal13 weeks ended July 28, 2012 anddue primarily to a 10.2% decrease in comparable store sales decreased 6.9%.sales. The decrease in comparable store sales was primarily due to a decrease in new video game hardware sales pre-owned video game product sales and new video game software sales, offset partially by an increase in other product sales.across all categories due to the late stages of the current console cycle. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle and higher sales of the Sony PlayStation Vita which launched in the first quarter of fiscal 2012 due to its launch during that quarter.2012. These sales declines were partially offset partially by the sales of the Nintendo Wii U which launched in the fourth quarter of fiscal 2012. The decrease in new video

game software sales in the second quarter of fiscal 2013 is primarily due to a reduction in new software title launches as compared to the second quarter of fiscal 2012 coupled with declining consumer demand due to the late stages of the console cycle. The decrease in pre-owned video game product sales in the second quarter of fiscal 2013 was primarily due to a decrease in store traffic related to lower video game demand due to the late stages of the current console cycle. The decrease in other product sales in the second quarter of fiscal 2013 was primarily due to decreases in sales of accessories and lower sales of PC entertainment software as compared to the second quarter of fiscal 2012 due to the launch ofDiablo III, offset partially by increases in sales of mobile and digital products.

Net sales for the 26 weeks ended August 3, 2013 decreased $222.5 million, or 8.8%, compared to the 26 weeks ended July 28, 2012 due primarily to a 8.2% decrease in comparable store sales. The decrease in comparable store sales was primarily due to a decrease in sales across all categories. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle and higher sales of the Sony PlayStation Vita which launched in the first quarter of fiscal 2012. The decrease in new video game software sales is primarily due to declines in sales of catalog software due to the late stages of the current console cycle partially offset by strongerin the 26 weeks ended August 3, 2013 when compared to the 26 weeks ended July 28, 2012. The decrease in pre-owned video game product sales is due primarily to a decrease in store traffic related to the lack of new release video game titles in the first quarter of fiscal26 weeks ended August 3, 2013 when compared to the first26 weeks ended July 28, 2012 and lower hardware demand due to the late stages of the current console cycle. The decrease in other product sales is due primarily to decreases in sales of accessories and lower sales of PC entertainment software as compared to the second quarter of fiscal 2012 due to the launch ofDiablo III, almost entirely offset by increases in sales of mobile and digital products.

Segment operating earnings for the 13 weeks ended August 3, 2013 increased by $2.8 million compared to the 13 weeks ended July 28, 2012, driven primarily by cost control and a higher product margin. Segment operating income decreased $19.5 million for the 26 weeks ended August 3, 2013 compared to the 26 weeks ended July 28, 2012, driven primarily by the decrease in comparable store sales.

Canada

Segment results for Canada include retail operations in Canada and their e-commerce site. As of August 3, 2013, the Canadian segment had 334 stores compared to 341 stores as of July 28, 2012. Net sales in the Canadian segment in the 13 and 26 weeks ended August 3, 2013 decreased 12.0% and 10.8%, respectively, compared to the 13 and 26 weeks ended July 28, 2012. The decrease in net sales was primarily due to a decrease in comparable store sales of 8.7% and 7.3%, respectively, and the impact of changes in exchange rates, which had the effect of decreasing sales by $1.0 million and $3.0 million, respectively, in the 13 and 26 weeks ended August 3, 2013 when compared to the same periods in fiscal 2012. Excluding the impact of changes in exchange rates, net sales in the Canadian segment decreased by 10.7% and 9.1% in the 13 and 26 weeks ended August 3, 2013, respectively, compared to the same periods in fiscal 2012. The decrease in pre-owned video game productcomparable store sales was primarily due to a decrease in store traffic related to lower video game demand due to the late stages of the current console cycle. The increase in other product sales was primarily due to increasescycle and a decrease in sales of mobilePC entertainment software due primarily to the release ofDiablo III in the second quarter of fiscal 2012.

Segment operating earnings for both the 13 and digital products, offset partially26 weeks ended August 3, 2013 decreased by $1.1 million, compared to the 13 and 26 weeks ended July 28, 2012, due primarily to a decrease in accessoriesgross profit due to lower sales associated with hardware sales declines. Segment operating income decreased by $22.4 million, or 19.4%, infor the first quarter of fiscal13 and 26 weeks ended August 3, 2013 when compared to the first quarter of fiscal 2012, driven primarily by the decrease in comparable store sales.prior year periods.

CanadaAustralia

Segment results for CanadaAustralia include retail operations and e-commerce sites in CanadaAustralia and their e-commerce site. Sales inNew Zealand. As of August 3, 2013, the CanadianAustralian segment inincluded 414 stores, compared to 416 stores as of July 28, 2012. Net sales for the first quarter of fiscal13 and 26 weeks ended August 3, 2013 decreased $9.6 million, or 9.8%12.8% and 3.8%, respectively, compared to the first quarter of fiscal13 and 26 weeks ended July 28, 2012. The decrease in net sales for the 13 weeks ended August 3, 2013 was

primarily attributabledue to a decrease in comparable store sales of 6.2%6.5%, and the impact of changes in exchange rates, in the first quarter of fiscal 2013 when compared to the first quarter of fiscal 2012, which had the effect of decreasing sales by $2.0 million. Excluding$7.3 million when compared to the impact of changessame period in exchange rates,fiscal 2012. The decrease in comparable store sales in the Canadian segment decreased by 7.8%. The decrease in salessecond quarter of fiscal 2013 was primarily due to a decrease in store traffic related to lower video game demand due to the late stages of the current console cycle.cycle and a decrease in sales of PC entertainment software due primarily to the release ofDiablo III in the second quarter of fiscal 2012. The decrease in net sales was partially offset by an increase in sales of mobile and digital products. As of May 4, 2013, the Canadian segment operated 335 stores compared to 343 stores as of April 28, 2012. Segment operating income for the 1326 weeks ended May 4,August 3, 2013 remained unchanged when compared to the 13 weeks ended April 28, 2012.

Australia

Segment results for Australia include retail operations and e-commerce sites in Australia and New Zealand. As of May 4, 2013 and April 28, 2012, the Australian segment operated 413 stores. Sales in the first quarter of fiscal 2013 increased 7.1% to $114.1 million compared to first quarter fiscal 2012 sales of $106.5 million. The increase in sales was primarily attributable to an increase in comparable store sales of 8.1% partially offset by the impact of changes in exchange rates, in the first quarter of fiscal 2013 when compared to the first quarter of fiscal 2012, which had the effect of decreasing sales by $1.9 million.$9.2 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 by 7.1% and increased 8.9%.by 0.1% in the 13 and 26 weeks ended August 3, 2013, respectively, compared to the same periods in fiscal 2012.

Segment operating income in the 13 and 26 weeks ended August 3, 2013 decreased by $2.6 million and increased by $0.3 million, respectively, when compared to the 13 and 26 weeks ended July 28, 2012. The increasedecrease in comparable store sales wassegment operating income for the 13 weeks ended August 3, 2013 when compared to the same period of the prior year is primarily due to an increasea decrease in market share of video game products and increases ingross margin due to lower sales of mobile and digital products.

for the 13 weeks ended August 3, 2013. Segment operating earnings increased $3.0 million to an operating income of $1.5 million infor the first quarter of fiscal26 weeks ended August 3, 2013 was relatively flat when compared to an operating loss of $1.5 millionthe same period in the first quarter of fiscal 2012. The increase in operating earnings was primarily due to the increase in comparable store sales and the leveraging of selling, general and administrative expense.

Europe

Segment results for Europe include retail store operations in 11 European countries and e-commerce sites in six countries. As of May 4,August 3, 2013, the European segment operatedincluded 1,467 stores compared to 1,4241,423 stores as of AprilJuly 28, 2012. For the 13 and 26 weeks ended May 4,August 3, 2013, European net sales decreased $28.5 million, or 8.4%8.6% and 8.5%, respectively, compared to the 13 and 26 weeks ended AprilJuly 28, 2012. TheExcluding the impact of changes in exchange rates, net sales in the European segment decreased 12.2% and 9.8%, respectively, in the 13 and 26 weeks ended August 3, 2013 when compared to the prior year periods. This decrease in sales wasis primarily due to a decrease in comparable store sales of 10.8% when compared14.5% and 12.5%, respectively, in the 13 and 26 weeks ended August 3, 2013. The decrease in sales at comparable stores was primarily due to weak consumer traffic and a slow-down in hardware unit sell-through as a result of being in the late stages of the current console cycle, and a decrease in sales of PC entertainment software due primarily to the firstrelease ofDiablo III in the second quarter of fiscal 2012 and unfavorable exchange rates recognized2012.

The segment operating loss in Europe in the first quarter of fiscal13 and 26 weeks ended August 3, 2013 compared to the first quarter of fiscaloperating loss in the 13 and 26 weeks ended July 28, 2012 which hadincreased by $14.8 million and $23.2 million, respectively. The increase in the effect of decreasing sales by $2.2 million. Excludingoperating loss for the effects of exchange rates, European segment sales decreased 7.8%. This decrease in sales was13 and 26 weeks ended August 3, 2013 compared to the 13 and 26 weeks ended July 28, 2012 is primarily due to the decrease in comparable store sales when compared to the first quarter of fiscal 2012, offset by the additional sales at 43 net new stores opened since April 29, 2012.discussed above. The decrease in comparable store sales was primarily due to a decrease in store traffic related to the late stages of the current console cycle.

The segment operating loss in Europe was $9.6 million inalso included the first quarter of fiscal 2013 compared to an operating loss of $1.2 million in the first quarter of fiscal 2012. The increase in the operating loss in the first quarter of fiscal 2013 was primarily due to the decrease in comparable store sales and an increase in selling, general and administrative expenses related to an increase in store count. In addition, theunfavorable impact of changes in exchange rates, which had the effect of decreasingincreasing the operating lossesloss by $0.2$0.7 million and $0.5 million, respectively for the 13 and 26 weeks ended May 4, 2013 when compared to the 13 weeks ended April 28, 2012.August 3, 2013.

Seasonality

The Company’sOur 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 1326 weeks ended May 4,August 3, 2013, cash used in operations was $331.4$274.6 million, compared to cash used in operations of $162.2$173.8 million during the 1326 weeks ended AprilJuly 28, 2012. The increase in cash used in operations of $169.2$100.8 million was primarily due to an increase in cash used in operations for working capital which increased $144.8$55.6 million from $280.6$359.3 million in the 1326 weeks ended AprilJuly 28, 2012 to $425.4$414.9 million in the 1326 weeks ended May 4,August 3, 2013. The increase in cash used in operations for working capital was due primarily to

the change in cash related to accounts payable and accrued liabilities and the change in the payment of income taxes from year to year. The decreaseincrease in cash used related to accounts payable and accrued liabilities for the 1326 weeks ended May 4,August 3, 2013 compared to the 1326 weeks ended AprilJuly 28, 2012 was primarily due to changes in the timing of trade payable payments. Our business is highly seasonal, with a disproportionate amount of sales and purchases occurring in the fourth quarter of each year. We purchase inventory in anticipation of these fourth quarter sales and, as a result, have higher accounts payable at year-end compared to the end of the first quarter. During the first quarter26 weeks of each fiscal year, we have traditionally had a significant use of cash associated with the pay down of accounts payablespayable from year-end. In addition, the leveraging of inventory and accounts payable is impacted by the amount of purchases during each quarter. Due to the late stages of the current console cycle, we have decreased purchases of new products and our inventory mix is shifting towards more usedpre-owned products, including usedpre-owned mobile products.products that do not have offsetting accounts payable. These factors also negatively impacted our accounts payable leverage during the quarter. In addition,Cash used in operations was also impacted by a $15.7 million increase in cash used for other long-term liabilities. This increase is primarily a result of a $17.9 million payment made to settle certain U.S. federal income tax items. Additionally, the increase in cash used in operations was also attributed to a $24.4$29.5 million decrease in net income adjusted for noncash items.

Cash used in investing activities was $23.5$45.9 million and $22.1$57.2 million during the 1326 weeks ended May 4,August 3, 2013 and AprilJuly 28, 2012, respectively. During the 1326 weeks ended May 4,August 3, 2013, $24.3$47.3 million of cash was used primarily to invest in information systems, invest in digital initiatives and open new stores and remodel existing stores in the U.S. and internationally. During the 1326 weeks ended AprilJuly 28, 2012, $22.3$53.6 million of cash was used primarily to invest in information systems, invest in digital initiatives and open new stores and remodel existing stores in the U.S. and internationally.

Cash used in financing activities was $31.8$88.2 million and $140.9$284.9 million for the 1326 weeks ended May 4,August 3, 2013 and AprilJuly 28, 2012, respectively. The cash used in financing activities for the 1326 weeks ended May 4,August 3, 2013 was primarily due to the purchase of $114.4 million of treasury shares and the payment of dividends on the Company’sour Class A Common Stock of $33.0$66.2 million, and the repurchase of $25.5 million of treasury shares, offset partially by the cash received from net Revolver (as defined below) borrowings of $50 million and the issuance of shares associated with stock option exercises of $25.7$39.3 million. The cash used in financing activities for the 1326 weeks ended AprilJuly 28, 2012 was primarily due to the repurchasepurchase of $121.6$246.6 million of treasury shares and the payment of dividends on the Company’sour Class A Common Stock of $20.5$40.3 million. In addition, we borrowed and repaid $36.0 million against our Revolver during the 26 weeks ended July 28, 2012.

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 Companywe entered into a $400 million credit agreement (the “Revolver”), which amended and restated, in its entirety, the Company’sour prior credit agreement entered into in October 2005 (the “Credit Agreement”). The Revolver provides for a five-year, $400 million asset-based facility, including a $50 million letter of credit sublimit, secured by substantially all of the Company’s and its domestic subsidiaries’ assets. The Company hasWe 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.

The availability under the Revolver is limited to a borrowing base which allows the Companyus 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’sOur 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 total commitments during the prospective 12-month period, the Company iswe 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 Companywe will be subject to a fixed charge coverage ratio covenant of 1.1:1.0.

The Revolver places certain restrictions on the Companyus and itsour subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from itsour lenders, the Companywe 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’sour average daily excess availability under the facility. In addition, the Company iswe 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 May 4,August 3, 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 Companyus or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting the Companyus or itsour 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 May 4,August 3, 2013, total availability under the Revolver was $340.2$253.3 million, there were nowas $50.0 million of borrowings outstanding under the Revolver and standby letters of credit outstanding totaled $9.0 million. During the 26 weeks ended July 28, 2012, we borrowed and repaid $36.0 million under the Revolver. Average borrowings under the Revolver for the 13 weeks and 26 weeks ended August 3, 2013 were $44.2 million and $22.1 million, respectively. Our average interest rate on those borrowings for the 13 weeks and 26 weeks ended August 3, 2013 was 2.9% for both periods. We are currently in compliance with the requirements of the Revolver.

In September 2007, the Company’sour 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’sour 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 May 4,August 3, 2013, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $4.8$4.6 million.

Uses of Capital

Our future capital requirements will depend on the number of new stores 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 CompanyWe opened 5972 stores in the 1326 weeks ended May 4,August 3, 2013 and expectswe expect to open approximately 125115 stores in fiscal 2013, including the 44 stores acquired in France during the first quarter. Capital expenditures for fiscal 2013 are projected to be approximately $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.

Since 2010, theour Board of Directors of the Company has from time to time authorized the repurchase of our common stock. Our current authorization, made in November 2012, allows us to repurchase up to $500 million of shares. During the 1326 weeks ended May 4,August 3, 2013, the Companywe repurchased 1.03.4 million shares for an average price per share of $25.07,$33.58, leaving $399.8$310.9 million available under the November 2012 authorization. As of JuneSeptember 4, 2013, the Company haswe have purchased an additional 1.40.3 million shares of itsour Class A Common Stock for an average price per share of $34.73$50.27 since May 4,August 3, 2013, leaving $349.8$296.9 million available under this 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 the Company’sour senior management.

On February 8,During the first quarter of fiscal 2012, theour Board of Directors of the Company approved the initiation of a quarterly cash dividend to itsour stockholders of Class A Common Stock. TheDuring the 26 week periods ended August 3, 2013 and July 28, 2012, we paid $66.2 million and $40.3 million, respectively, in dividends. During the first quarterlyand second quarters of fiscal 2012, we declared cash dividenddividends of $0.15 per share was paid on March 12, 2012. Thefor each quarter. During the first quarterand second quarters of fiscal 2013, quarterlywe declared cash dividenddividends of $0.275 per share was paid on March 19, 2013. On May 21, 2013, thefor each quarter. Our Board of Directors of the Company approved a quarterly cash dividend to itsour stockholders of $0.275 per share of Class A Common Stockcommon share payable on JuneSeptember 19, 2013 to stockholders of record at the close of business on June 4,September 3, 2013. Future dividends will be subject to approval by theour 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

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 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 carry forward, a similar tax loss, or a tax credit carry forward. 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 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, an accounting standard updateASU 2013-05“Foreign Currency Matters (Topic 830)” was issued providing guidance with respect to the 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 accounting standard updateASU 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 accounting standard update isASU will be effective for fiscal yearsus beginning after December 15, 2013, with early adoption permitted. The Company isthe first quarter of 2014. We are evaluating the effect of this accounting standard update,ASU, but doesdo not expect it to have a significant impact on itsour condensed consolidated financial statements.

In February 2013, an accounting standard updateASU 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 accounting standard update isASU was effective for the Company’sour annual and interim periods beginning in fiscal 2013. The accounting standard updateASU had no effect on the Company’sour condensed consolidated financial statements.

In July 2012, an accounting standard update was issued related to testing indefinite-lived intangible assets for impairment. The purpose of the update is to simplify the guidance for testing indefinite-lived intangible assets for impairment and the update permits entities to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. Unless an entity determines, through its qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset is impaired, it would not be required to calculate the fair value of the asset. This standard is effective for annual and interim impairment tests of indefinite-lived intangible assets performed in fiscal years beginning after September 15, 2012, and early adoption is permitted. This standard did not have an impact on our annual indefinite-lived asset impairment testing process in fiscal 2012 as we did not elect to perform a qualitative assessment. The adoption of this guidance may result in a change in how we perform our goodwill impairment assessment; however, it will not have a material impact on our 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 launchintroduction of next-generation consoles, the timing and features of such consoles, including any 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 following the announcement of the launch of next-generation consoles;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 game industry and the retail industry;

 

alternate sources of distribution of video game software and content;

 

alternate means to play video games;

 

the competitive environment in the electronic game industry;

 

the growth of mobile, social and browser gaming;

 

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

 

our ability to attract and retain qualified personnel;

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

 

the impact and costs of litigation and regulatory compliance;

 

unanticipated litigation results, including third-party litigation;

 

the 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,” “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 risksrisk 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 modest.

Foreign Currency Risk

The Company usesWe 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 fiscal quarter13 and 26 weeks ended May 4,August 3, 2013, the Companywe recognized a $9.4losses of $19.7 million gainand $10.3 million, respectively, in selling, general and administrative expenses related to the trading of derivative instruments. These gainslosses were partially offset by $8.8 million of losses ongains related to the re-measurement of related intercompany currency loans and foreign currency assets and liabilities for the fiscal quarter ended May 4, 2013.of $22.2 million and $13.4 million, respectively. The aggregate fair value of the Foreign Currency Contracts as of May 4,August 3, 2013 was a net assetliability of $4.1$17.9 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 May 4,August 3, 2013 would result in a (loss)gain or gainloss in value of the forwards, options and swaps of ($10.0) million or $10.0 million, respectively.$9.2 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 managesWe 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.    RiskFactors

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 February 2, 2013 filed with the SEC on 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 other than as set forth below:

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

The launchintroduction of next-generation consoles, the timing of the release and the features of such consoles, including any 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 following the announcement of the launch of next-generation consoles 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 itsour equity securities during the firstfiscal quarter of fiscalended August 3, 2013 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

  (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) 

February 3 through March 2, 2013

   498,664   $25.20    498,664   $412.8  

March 3 through April 6, 2013

   519,882    $24.94    519,882   $399.8  

April 7 through May 4, 2013

      $       $399.8  
  

 

 

     

 

 

   

Total

   1,018,546   $25.07    1,018,546   
  

 

 

     

 

 

   

 

  (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) 

May 5 through June 1, 2013

      $         $399.8  

June 2 through July 6, 2013

   2,000,600   $35.97    2,000,600   $327.8  

July 7 through August 3, 2013

   389,200   $43.58    389,200   $310.9  
  

 

 

     

 

 

   

Total

   2,389,800   $37.21    2,389,800   
  

 

 

     

 

 

   

 

(1)

In November 2012, our Board of Directors authorized $500 million to be used for share repurchases. The 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  

SecondThird Amended and Restated Certificate of Incorporation.(4)

    3.2  

SecondThird Amended and Restated Bylaws.(5)

Exhibit

Number

Description

    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.(6)

    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.(7)

    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.(8)

    4.4

Form of Indenture.(9)

  10.1  

Fourth Amended and Restated 20012011 Incentive Plan.(10)

(1)
  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)

  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)

Exhibit

Number

Description

  10.17

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.(17)

(2)
  10.1810.3  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and J. Paul Raines.(17)

(2)
  10.1910.4  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Tony D. Bartel.(17)

(2)
  10.2010.5  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Robert A. Lloyd.(17)

(2)
  10.2110.6  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael K. Mauler.(17)

(2)
  16.1Letter 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.(3)
  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

Document.
101.SCH  

XBRL Taxonomy Extension Schema

Schema.
101.CAL  

XBRL Taxonomy Extension Calculation Linkbase

Linkbase.
101.DEF  

XBRL Taxonomy Extension Definition Linkbase

Linkbase.
101.LAB  

XBRL Taxonomy Extension Label Linkbase

Linkbase.
101.PRE  

XBRL Taxonomy Extension Presentation Linkbase

Linkbase.

 

(1)

Incorporated by reference to GameStop Holdings Corp.’sthe Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 18, 2005.June 27, 2013.

 

(2)

Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 2, 2008.May 13, 2013.

 

(3)

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

(4)

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

(5)

Incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission on April 3, 2013.

(6)

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

(7)

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.

(8)

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.

(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 May 13,19, 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: June 13,September 11, 2013   
  

GAMESTOP CORP.

  By: /s/    TROY W. CRAWFORD
   TROY W. CRAWFORD
   Senior Vice President and Chief Accounting Officer
   (Principal Accounting Officer)
Date: June 13,September 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  

SecondThird Amended and Restated Certificate of Incorporation.(4)

    3.2  

SecondThird Amended and Restated Bylaws.(5)

    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.(6)

    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.(7)

    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.(8)

    4.4

Form of Indenture.(9)

  10.1  

Fourth Amended and Restated 20012011 Incentive Plan.(10)

(1)
  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)

Exhibit

Number

Description

  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

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.(17)

(2)
  10.1810.3  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and J. Paul Raines.(17)

(2)
  10.1910.4  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Tony D. Bartel.(17)

(2)
  10.2010.5  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Robert A. Lloyd.(17)

(2)
  10.2110.6  

Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael K. Mauler.(17)

(2)
  16.1Letter 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.(3)
  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

Document.
101.SCH  

XBRL Taxonomy Extension Schema

Schema.
101.CAL  

XBRL Taxonomy Extension Calculation Linkbase

Linkbase.
101.DEF  

XBRL Taxonomy Extension Definition Linkbase

Linkbase.
101.LAB  

XBRL Taxonomy Extension Label Linkbase

Linkbase.
101.PRE  

XBRL Taxonomy Extension Presentation Linkbase

Linkbase.

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission on April 3, 2013.

(6)

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

(7)

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.

(8)

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.

(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, 2011.2013.

 

(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)(2)

Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2013.

 

(3)

Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 19, 2013.

 

3433