| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
3, 2014
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| Delaware | 20-2733559 | |
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| 625 Westport Parkway, | 76051 (Zip Code) | |
| Grapevine, Texas | ||
| (Address of principal executive offices) | ||
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||||
| (Do not check if a smaller reporting company) | ||||||||
2014: 113,857,577
Item 1. Item 2. Item 3. Item 4. Item 1A. Item 2. Current assets: Cash and cash equivalents Receivables, net Merchandise inventories, net Deferred income taxes — current Prepaid expenses Other current assets Total current assets Property and equipment: Land Buildings and leasehold improvements Fixtures and equipment Total property and equipment Less accumulated depreciation and amortization Net property and equipment Goodwill Other intangible assets, net Other noncurrent assets Total noncurrent assets Total assets Current liabilities: Accounts payable Accrued liabilities Income taxes payable Total current liabilities Deferred income taxes Other long-term liabilities Total long-term liabilities Total liabilities 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 Additional paid-in-capital Accumulated other comprehensive income Retained earnings Equity attributable to GameStop Corp. stockholders Deficit attributable to noncontrolling interest Total stockholders’ equity Total liabilities and stockholders’ equity Net sales Cost of sales Gross profit Selling, general and administrative expenses Depreciation and amortization Operating earnings Interest income Interest expense Earnings before income tax expense Income tax expense Consolidated net income Net loss attributable to noncontrolling interests Consolidated net income attributable to GameStop Corp. Basic net income per common share1 Diluted net income per common share1 Dividends per common share Weighted average outstanding shares of common stock — basic Weighted average outstanding shares of common stock — diluted Consolidated net income Other comprehensive income: Foreign currency translation adjustment Total comprehensive income Comprehensive loss attributable to noncontrolling interests Comprehensive income attributable to GameStop Corp. Balance at February 2, 2013 Comprehensive income: Net income for the 13 weeks ended May 4, 2013 Foreign currency translation Total comprehensive income Dividends(1) Stock-based compensation Purchase of treasury stock Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $1.0) Balance at May 4, 2013 Cash flows from operating activities: Consolidated net income Adjustments to reconcile net income to net cash flows used in operating activities: Depreciation and amortization (including amounts in cost of sales) Amortization of deferred financing fees and issue discounts Stock-based compensation expense Deferred income taxes Excess tax benefits realized from exercise of stock-based awards Loss on disposal of property and equipment Changes in other long-term liabilities Changes in operating assets and liabilities, net: Receivables, net Merchandise inventories Prepaid expenses and other current assets Prepaid income taxes and accrued income taxes payable Accounts payable and accrued liabilities Net cash flows used in operating activities Cash flows from investing activities: Purchase of property and equipment Acquisition, net of cash acquired Other Net cash flows used in investing activities Cash flows from financing activities: Purchase of treasury shares Dividends paid Issuance of shares relating to stock options Excess tax benefits realized from exercise of stock-based awards Net cash flows used in financing activities Exchange rate effect on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period GameStop Corp. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting only of normal, recurring adjustments) which are, in Due to the seasonal nature of operating and investing cash flows of the discontinued operation, for all comparative periods, in the statement of cash flows. The ASU is effective for us beginning in the first quarter of our fiscal year ending January 30, 2016 and will be adopted on a prospective basis for all disposals (except disposals classified as held for sale prior to the adoption date) or components initially classified as held for sale in periods beginning 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 carryforward, a similar tax loss, or a tax credit carryforward. We adopted this ASU during the first quarter of fiscal 2014, and it did not have an impact on our consolidated financial statements as we do not currently have any unrecognized tax benefits in the same jurisdictions in which we have tax loss or credit carryovers. Net income attributable to GameStop Corp. Weighted average common shares outstanding Dilutive effect of options and restricted shares on common stock Common shares and dilutive potential common shares Net income per common share: Basic Diluted Excludes 1.8 million and 2.1 million share-based awards for the 13 Assets Foreign Currency Contracts Company-owned life insurance Total assets Liabilities Foreign Currency Contracts Nonqualified deferred compensation Total liabilities Gains (losses) on the changes in fair value of derivative instruments Gains (losses) on the re-measurement of related intercompany loans and foreign currency assets and liabilities Total Assets Foreign Currency Contracts Other current assets Other noncurrent assets Liabilities Foreign Currency Contracts Accrued liabilities Other long-term liabilities Total derivatives respectively. loans. We are currently in compliance with the requirements of the Revolver. Commitments and Contingencies Net sales: New video game hardware New video game software Pre-owned video game products Other Total use with video game consoles and hand-held devices and software, such as controllers, gaming headsets and memory cards; Game Informer digital subscriptions and PC digital downloads; Gross Profit: New video game hardware New video game software Pre-owned video game products Other Total United States Canada Australia Europe Total United States Canada Australia Europe Total Cash paid (in millions) during the period for: Interest Income taxes Directors. Repurchases 3, 2014. statements. reseller operating AT&T branded wireless retail stores in the United States; and pre-paid wireless stores under the name Cricket Wireless (an AT&T brand) as part of our expanding relationship with AT&T. Our Simply Mac, Spring Mobile and Cricket Wireless business comprise our Technology Brands segment. increased. There have been no material changes to our critical accounting policies from those included in our 2013 Annual Report on Form 10-K. Statement of Operations Data: Net sales Cost of sales Gross profit Selling, general and administrative expenses Depreciation and amortization Operating earnings Interest expense, net Earnings before income tax expense Income tax expense Consolidated net income Net loss attributable to noncontrolling interests Consolidated net income attributable to GameStop Corp. associated with purchases made by Net sales: New video game hardware New video game software Pre-owned video game products Other Total Gross Profit: New video game hardware New video game software Pre-owned video game products Other Total PC entertainment software released during the 2013 Amortization May 3, 2014 2013 2014. United States Canada Australia Europe Total follows (in millions): United States Canada Australia Europe Total follows (in millions): Segment results for Canada include retail operations in Canada and their e-commerce site. . fiscal 2013. Segment operating earnings Segment results for Europe include retail store operations in 11 European countries and e-commerce sites in six countries. As of May quarter. The segment operating loss in Europe was $9.6 million in the 3, 2014, Technology Brands net sales totaled $60.2 million, with operating earnings of $6.0 million. non-cash items, of $2.8 million. 3, 2014 fiscal 2013. loans. subsidiaries. During the 13 weeks ended May 3, 2014, we borrowed $75.0 million under the Revolver. During the 13 weeks ended May 4, 2013, we had no borrowings or repayments under the Revolver. Average borrowings under the Revolver for the 13 weeks ended May 3, 2014 were $10.2 million. Our average interest rate on those outstanding borrowings for the 13 weeks ended May 3, 2014 was 2.8%. As of May We are currently in compliance with the requirements of the Revolver. Directors. the our reliance on a limited number of suppliers and vendors for timely delivery of sufficient quantities of their general economic conditions in the U.S. and internationally, specifically Europe, which impact consumer confidence and proliferation of alternate sources of distribution of video game hardware, software and the growth of alternate means to play video the our ability to open and operate new stores and to efficiently close underperforming stores; the failure to achieve the anticipated benefits from new ventures and transactions and our ability to effectively integrate and operate acquired companies, including digital gaming, the impact and costs of litigation and regulatory compliance; the amounts, timing and prices of any share repurchases made by the risks involved with our international operations, including other factors described in results of operations. Period February 3 through March 2, 2013 March 3 through April 6, 2013 April 7 through May 4, 2013 Total Second Amended and Restated Credit Agreement, dated as of Second Amended and Restated Security Agreement, dated Second Amended and Restated Patent and Trademark Security Agreement, dated Mortgage, Security Agreement, and Assignment and Deeds of Trust Second Amended and Restated Pledge Agreement, dated 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 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 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 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 XBRL Instance Document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Definition Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase Page No. 1 1 2 3 4 5 6 15 2526 Item 1. Item 1. 26 27Item 6. Item 6.27 3132 May 4,
2013 April 28,
2012 February 2,
2013 (Unaudited) (Unaudited) (In millions, except per share data) ASSETS: $ 245.7 $ 329.1 $ 635.8 57.2 48.1 73.6 1,112.3 1,118.2 1,171.3 55.3 39.2 61.7 83.9 85.6 61.2 8.0 15.4 7.3 1,562.4 1,635.6 2,010.9 22.2 22.4 22.5 600.8 602.2 606.4 932.9 877.3 926.0 1,555.9 1,501.9 1,554.9 1,055.2 952.7 1,030.1 500.7 549.2 524.8 1,378.2 2,021.3 1,383.1 146.3 205.9 153.4 57.5 47.0 61.4 2,082.7 2,823.4 2,122.7 $ 3,645.1 $ 4,459.0 $ 4,133.6 LIABILITIES AND STOCKHOLDERS’ EQUITY: $ 528.7 $ 656.4 $ 870.9 707.0 654.1 741.0 — 8.5 103.4 1,235.7 1,319.0 1,715.3 29.2 62.6 31.5 83.9 100.1 100.5 113.1 162.7 132.0 1,348.8 1,481.7 1,847.3 — — — 0.1 0.1 0.1 355.0 611.3 348.3 146.3 170.4 164.4 1,794.9 2,197.6 1,773.5 2,296.3 2,979.4 2,286.3 — (2.1 ) — 2,296.3 2,977.3 2,286.3 $ 3,645.1 $ 4,459.0 $ 4,133.6 May 3,
2014 May 4,
2013 February 1,
2014 ASSETS Current assets: Cash and cash equivalents $ 208.9 $ 153.7 $ 536.2 Receivables, net 86.0 57.2 84.4 Merchandise inventories, net 1,200.1 1,112.3 1,198.9 Deferred income taxes — current 57.2 55.3 51.7 Prepaid expenses and other current assets 90.2 91.9 78.4 Total current assets 1,642.4 1,470.4 1,949.6 Property and equipment: Land 21.0 22.2 20.4 Buildings and leasehold improvements 620.8 600.8 609.6 Fixtures and equipment 852.3 932.9 841.8 Total property and equipment 1,494.1 1,555.9 1,471.8 Less accumulated depreciation and amortization 1,029.8 1,055.2 995.6 Net property and equipment 464.3 500.7 476.2 Goodwill 1,422.7 1,378.2 1,414.7 Other intangible assets, net 218.7 146.3 194.3 Other noncurrent assets 59.4 57.5 56.6 Total noncurrent assets 2,165.1 2,082.7 2,141.8 Total assets $ 3,807.5 $ 3,553.1 $ 4,091.4 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 612.3 $ 467.6 $ 783.9 Accrued liabilities 717.3 676.1 861.7 Income taxes payable 17.2 — 78.0 Current portion of debt 77.7 — 2.4 Total current liabilities 1,424.5 1,143.7 1,726.0 Deferred income taxes 39.4 29.2 37.4 Other long-term liabilities 75.5 83.9 75.0 Notes payable - long-term 0.9 — 1.6 Total long-term liabilities 115.8 113.1 114.0 Total liabilities 1,540.3 1,256.8 1,840.0 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; 114.5, 129.0 and 115.3 shares issued, 114.5, 119.0 and 115.3 shares outstanding, respectively 0.1 0.1 0.1 Additional paid-in-capital 130.3 355.0 172.9 Accumulated other comprehensive income 111.7 146.3 82.5 Retained earnings 2,025.1 1,794.9 1,995.9 Total stockholders’ equity 2,267.2 2,296.3 2,251.4 Total liabilities and stockholders’ equity $ 3,807.5 $ 3,553.1 $ 4,091.4 13 Weeks Ended May 4,
2013 April 28,
2012 (In millions, except per share data) (Unaudited) $ 1,865.3 $ 2,002.2 1,287.0 1,402.3 578.3 599.9 449.2 440.4 41.9 44.5 87.2 115.0 (0.1 ) (0.2 ) 1.0 0.6 86.3 114.6 31.7 42.2 54.6 72.4 — 0.1 $ 54.6 $ 72.5 $ 0.46 $ 0.54 $ 0.46 $ 0.54 $ 0.275 $ 0.15 118.4 134.0 119.4 134.8 1Basic 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 May 3,
2014 May 4,
2013 Net sales $ 1,996.3 $ 1,865.3 Cost of sales 1,369.9 1,287.0 Gross profit 626.4 578.3 Selling, general and administrative expenses 481.0 449.2 Depreciation and amortization 39.5 41.9 Operating earnings 105.9 87.2 Interest income (0.2 ) (0.1 ) Interest expense 0.8 1.0 Earnings before income tax expense 105.3 86.3 Income tax expense 37.3 31.7 Net income $ 68.0 $ 54.6 Basic net income per common share $ 0.59 $ 0.46 Diluted net income per common share $ 0.59 $ 0.46 Dividends per common share $ 0.33 $ 0.275 Weighted average shares of common stock outstanding — basic 115.1 118.4 Weighted average shares of common stock outstanding — diluted 115.9 119.4 13 Weeks Ended May 4,
2013 April 28,
2012 (In millions) (Unaudited) $ 54.6 $ 72.4 (18.1 ) 0.6 36.5 73.0 — 0.2 $ 36.5 $ 73.2 13 Weeks Ended May 3,
2014 May 4,
2013 (In millions)
(Unaudited)Net income $ 68.0 $ 54.6 Other comprehensive income (loss): Foreign currency translation adjustment 29.2 (18.1 ) Total comprehensive income $ 97.2 $ 36.5 STATEMENTSTATEMENTS 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) 118.2 $ 0.1 $ 348.3 $ 164.4 $ 1,773.5 $ 2,286.3 — — — — 54.6 54.6 — — — (18.1 ) — (18.1 ) 36.5 — — — — (33.2 ) (33.2 ) — — 5.5 — — 5.5 (1.0 ) — (25.5 ) — — (25.5 ) 1.8 — 26.7 — — 26.7 119.0 $ 0.1 $ 355.0 $ 146.3 $ 1,794.9 $ 2,296.3 Shares Total Balance at February 2, 2014 115.3 $ 0.1 $ 172.9 $ 82.5 $ 1,995.9 $ 2,251.4 Net income for the 13 weeks ended May 3, 2014 — — — — 68.0 68.0 Foreign currency translation 29.2 — 29.2 — — — — (38.8 ) (38.8 ) Stock-based compensation — — 5.9 — — 5.9 Repurchase of common shares (1.3 ) — (52.2 ) — — (52.2 ) Exercise of stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $2.9) 0.5 — 3.7 — — 3.7 Balance at May 3, 2014 114.5 $ 0.1 $ 130.3 $ 111.7 $ 2,025.1 $ 2,267.2 (1)Dividends declared per common share were $0.33 in the 13 weeks ended May 3, 2014. Shares Total Balance at February 3, 2013 118.2 $ 0.1 $ 348.3 $ 164.4 $ 1,773.5 $ 2,286.3 Net income for the 13 weeks ended May 4, 2013 — — — — 54.6 54.6 Foreign currency translation — — — (18.1 ) — (18.1 ) — — — — (33.2 ) (33.2 ) Stock-based compensation — — 5.5 — — 5.5 Repurchase of common shares (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 Dividends declared per common share were $0.275 in the 13 weeks ended May 4, 2013. 13 Weeks Ended May 4,
2013 April 28,
2012 (In millions) (Unaudited) $ 54.6 $ 72.4 42.6 45.1 0.3 0.3 5.5 5.0 4.6 0.9 (1.0 ) (0.2 ) 3.5 0.8 (16.1 ) (5.9 ) 15.6 16.2 44.4 20.0 (23.1 ) (5.1 ) (103.6 ) (70.8 ) (358.7 ) (240.9 ) (331.4 ) (162.2 ) (24.3 ) (22.3 ) — (1.5 ) 0.8 1.7 (23.5 ) (22.1 ) (25.5 ) (121.6 ) (33.0 ) (20.5 ) 25.7 1.0 1.0 0.2 (31.8 ) (140.9 ) (3.4 ) (0.7 ) (390.1 ) (325.9 ) 635.8 655.0 $ 245.7 $ 329.1 13 Weeks Ended May 3,
2014 May 4,
2013 Cash flows from operating activities: Net income $ 68.0 $ 54.6 Adjustments to reconcile net income to net cash flows used in operating activities: Depreciation and amortization (including amounts in cost of sales) 40.1 42.6 Stock-based compensation expense 5.9 5.5 Deferred income taxes (9.9 ) 4.6 Excess tax benefits related to stock-based awards (3.0 ) (1.0 ) Loss on disposal of property and equipment 0.3 3.5 Other 5.9 0.3 Changes in operating assets and liabilities: Receivables, net (0.5 ) 15.6 Merchandise inventories 8.9 44.4 Prepaid expenses and other current assets (10.7 ) (23.1 ) Income tax payable/receivable (45.9 ) (103.6 ) Accounts payable and accrued liabilities (335.5 ) (189.3 ) Changes in other long-term liabilities (0.8 ) (16.1 ) Net cash flows used in operating activities (277.2 ) (162.0 ) Cash flows from investing activities: Purchase of property and equipment (24.6 ) (24.3 ) Acquisitions, net of cash acquired of $2.2 (27.6 ) — Other (0.1 ) 0.8 Net cash flows used in investing activities (52.3 ) (23.5 ) Cash flows from financing activities: Repurchase of common shares (48.6 ) (25.5 ) Dividends paid (38.2 ) (33.0 ) Proceeds from the revolver 75.0 — Repayments of revolver borrowings — — Payments of financing costs (1.3 ) — Issuance of common stock, net of share repurchases for withholdings taxes (4.7 ) 25.7 Excess tax benefits related to stock-based awards 3.0 1.0 Net cash flows used in financing activities (14.8 ) (31.8 ) Exchange rate effect on cash and cash equivalents 17.0 (3.4 ) Net decrease in cash and cash equivalents (327.3 ) (220.7 ) Cash and cash equivalents at beginning of period 536.2 374.4 Cash and cash equivalents at end of period $ 208.9 $ 153.7 1.1. Nature of Operations and Summary of Significant Accounting Policies Basis of Presentation(together with its predecessor companies, “GameStop,(“GameStop,” “we,” “us,” “our,” or the “Company”), is a Delaware corporation, isglobal family of specialty retail brands that makes the world’smost popular technologies affordable and simple. As the world's largest multichannel video game retailer. The Company sellsretailer, we sell new and pre-owned video game hardware, physical and digital video game software, video game accessories, as well as PC entertainment software, new and pre-owned mobile and consumer electronics products and other merchandise. merchandise primarily through our GameStop, EB Games and Micromania stores. We sell consumer electronics, mobile products and wireless services primarily through our Simply Mac, Spring Mobile and Cricket Wireless stores. As of May 3, 2014, we operated 6,680 stores, in the United States, Australia, Canada and Europe, which are primarily located in major shopping malls and strip centers. We also operate electronic commerce Web sites www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk and www.micromania.fr. The network also includes: www.kongregate.com, a leading browser-based game site; Game Informer magazine, the world's leading print and digital video game publication; a digital PC game distribution platform available at www.gamestop.com/pcgames; iOS and Android mobile applications; and an online consumer electronics marketplace available at www.buymytronics.com. We also own and operate a certified Apple reseller selling Apple products in the United States under the name Simply Mac; Spring Mobile, an authorized AT&Treseller operating AT&T branded wireless retail stores in the United States; and pre-paid wireless stores under the name Cricket Wireless (an AT&T brand) as part of our expanding relationship with AT&T. We operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe, and a Technology Brands segment, which was added in the fourth quarter of fiscal 2013 and includes the operations of our Simply Mac, Spring Mobile and Cricket Wireless businesses.the Company and itsour subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.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 unaudited condensed consolidated financial statements should be read in conjunction with the Company’sour annual report on Form 10-K for the 532, 2013 (“fiscal 2012”1, 2014 (the “2013 Annual Report on Form 10-K”). 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.theour business, the results of operations for the 13 weeks ended May 4, 20133, 2014 are not indicative of the results to be expected for the 52 weeks ending January 31, 2015 (“fiscal 2014”).Consolidated Balance Sheets as of May 4, 2013: As Previously Reported Revision As Revised (In millions) Cash and cash equivalents $ 245.7 $ (92.0 ) $ 153.7 Total current assets 1,562.4 (92.0 ) 1,470.4 Total assets 3,645.1 (92.0 ) 3,553.1 Accounts payable 528.7 (61.1 ) 467.6 Accrued liabilities 707.0 (30.9 ) 676.1 Total current liabilities 1,235.7 (92.0 ) 1,143.7 Total liabilities 1,348.8 (92.0 ) 1,256.8 Consolidated Statements of Cash Flows for the 13 weeks ended May 4, 2013: As Previously Reported Revision As Revised (In millions) Changes in operating assets and liabilities: Accounts payable and accrued liabilities $ (358.7 ) $ 169.4 $ (189.3 ) Net cash flows provided by operating activities (331.4 ) 169.4 (162.0 ) Cash and cash equivalents at beginning of period 635.8 (261.4 ) 374.4 Cash and cash equivalents at end of period 245.7 (92.0 ) 153.7 (“fiscal 2013”).Certain reclassificationsrespectively, 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 unaudited condensed consolidated balance sheets.madeimmaterial.conformassist in the convergence of U.S. GAAP and International Financial Reporting Standards (“IFRS”), the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 related to revenue recognition. The new guidance sets forth a new five-step revenue recognition model which replaces the prior period datarevenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is not permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.current interim period presentation.Recently Adopted Accounting StandardsIn July 2013, ASU 2013-11 “an accounting standard update wasthe FASB issued providingASU 2013-05 “Foreign Currency Matters (Topic 830)”, which provides 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 became effective for us beginning the first quarter of fiscal years beginning after December 15, 2013, with early adoption permitted. The Company is evaluating the effect of this accounting standard update, but does2014 and did not expect it to have a significant impact on its condensed consolidated financial statements.In February 2013, an accounting standard update 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 detailGAMESTOP CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)about those amounts. This accounting standard update is effective for the Company’s annual and interim periods beginning in fiscal 2013. The accounting standard update had no effect on the Company’s 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.2.2. Acquisitions 3. Accounting for Stock-Based Compensation 13 Weeks Ended May 3, 2014 13 Weeks Ended May 4, 2013 Shares Shares (In thousands, except per share data) Stock options – time-vested 283 $ 12.37 457 $ 7.10 Restricted stock awards – time-vested 406 38.52 916 24.82 Restricted stock awards – performance-based 182 38.52 262 24.82 Total stock-based awards 871 1,635 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 usesThereThe 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:13 Weeks EndedMay 4,2013Volatility46.4% Risk-free interest rate1.0% Expected life (years)5.6Expected dividend yield4.3% 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 includedgranted: 13 weeks ended May 3,
2014 May 4,
2013Volatility 46.5 % 46.4 % Risk-free interest rate 1.7 % 1.0 % Expected life (years) 5.5 5.6 Expected dividend yield 3.4 % 4.3 % expense relating to stock option grants of $0.2 million and $0.7 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 May 3,
2014 May 4,
2013 (In millions) Stock-based compensation expense $ 5.9 $ 5.5 4, 2013,3, 2014, the unrecognized compensation expense related to the unvested portion of our stock optionsstock–based awards was $3.0$49.3 million, which is expected to be recognized over a weighted average period of 2.82.2 years. The total intrinsic value of options exercised during the 13 weeks ended May 4, 20133, 2014 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 inGAMESTOP 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 included compensation expense relating to the restricted share grants in the amount of $5.3was $1.2 million and $4.3$10.6 million, respectively, in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of May 4, 2013, there was $48.1 million of unrecognized compensation expense related to nonvested restricted stock awards that is expected to be recognized over a weighted average period of 2.4 years.3.4. Computation of Net Income Perper Common Sharecalculatingthe computation of 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) $ 54.6 $ 72.5 118.4 134.0 1.0 0.8 119.4 134.8 $ 0.46 $ 0.54 $ 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 May 3,
2014 May 4,
2013 (In millions, except per share data) Net income $ 68.0 $ 54.6 Weighted average common shares outstanding 115.1 118.4 0.8 1.0 Common shares and dilutive potential common shares 115.9 119.4 Net income per common share: Basic $ 0.59 $ 0.46 Diluted $ 0.59 $ 0.46 Anti-DilutiveSharesRange ofExercisePricesExpirationDates(In millions, except per share data)Weeks Endedweeks ended May 3, 2014 and the 13 weeks ended May 4, 2013,2.1$24.82 - 49.952018 - 202313 Weeks Ended April 28, 20125. 2.4$26.02 - 49.952017 - 2019Fair Value Measurements and Financial Instruments — (Continued)4.Fair Value Measurements and Financial InstrumentsThe Company defines fair 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. May 4, 2013 April 28, 2012 February 2, 2013 Level 2 Level 2 Level 2 $ 8.3 $ 14.7 $ 8.2 5.3 3.3 3.5 $ 13.6 $ 18.0 $ 11.7 $ 4.2 $ 2.1 $ 13.5 1.0 0.9 0.9 $ 5.2 $ 3.0 $ 14.4 The Company uses Assets Foreign Currency Contracts Other current assets $ 0.9 $ 6.8 $ 0.9 Other noncurrent assets 0.9 1.5 0.5 Company-owned life insurance(1) 7.1 5.3 7.1 Total assets 8.9 13.6 8.5 Liabilities Foreign Currency Contracts Accrued liabilities 16.4 3.0 21.3 Other long-term liabilities 1.3 1.2 2.2 Nonqualified deferred compensation(2) 1.1 1.0 1.1 Total liabilities $ 18.8 $ 5.2 $ 24.6 Recognized in other non-current assets in our unaudited condensed consolidated balance sheets. Recognized in accrued liabilities in our unaudited condensed consolidated balance sheets. $686.7$542.8 million and $447.9$686.7 million as of May 4, 20133, 2014 andGAMESTOP CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)April 28, 2012, respectively. The total net notional value of derivatives related to our Foreign Currency Contracts was $120.0 million and $206.5 million as of May 4, 2013, and April 28, 2012, respectively. 13 Weeks Ended May 4,
2013 April 28,
2012 $ 9.4 $ (1.8 ) (8.8 ) 2.5 $ 0.6 $ 0.7 13 Weeks Ended May 3,
2014 May 4,
2013Gains on the change in fair value of derivative instruments $ 1.3 $ 9.4 Losses on the re-measurement of related intercompany loans and foreign currency assets and liabilities (0.7 ) (8.8 ) Total $ 0.6 $ 0.6 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 $ 6.8 $ 12.0 $ 7.3 1.5 2.7 0.9 (3.0 ) (1.5 ) (9.1 ) (1.2 ) (0.6 ) (4.4 ) $ 4.1 $ 12.6 $ (5.3 ) 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 13 weeks ended May 3, 2014 or May 4, 2013, and April 28, 2012.Company’s carrying valuevalues of financial instruments such as cash andour cash equivalents, receivables, net and accounts payable approximates theirapproximate the fair value due to their shortshort-term maturities.GAMESTOP CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)5.6. Debt the Companywe entered into a $400 million credit agreement, (the “Revolver”), which we amended and restated in its entirety, the Company’s prior credit agreement entered into in October 2005on March 25, 2014 (the “Credit Agreement”“Revolver”). The Revolver provides foris a five-year, $400 million asset-based facility includingthat is secured by substantially all of our assets and the assets of our domestic subsidiaries. Availability under the Revolver is subject to a monthly borrowing base calculation. The Revolver includes a $50 million letter of credit sublimit, secured by substantially allsublimit. Prior to the March 2014 amendments, the Revolver was scheduled to mature in January 2016. The amendments extended the maturity date to March 25, 2019; increased the expansion feature under the Revolver from $150 million to $200 million, subject to certain conditions; and revised certain other terms, including a reduction of the Company’s and its domestic subsidiaries’ assets. The Company hasfee we are required to pay on the ability to increaseunused portion of the facility, which matures in January 2016, by $150 million under certain circumstances. Thetotal commitment amount. We believe the extension of the maturity date of the Revolver to 2016 reducesMarch 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets.Thethe 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. The borrowing base provides for borrowing up to 92.5% of the appraisal value during the fiscal months of August through October. Letters of credit reduce the amount available to borrow under the Revolver by theiran amount equal to the face value. The Company’svalue of the letters of credit. Our ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain circumstances, including if Revolvereither 1) excess availability under the Revolver is less than 20%30%, or is projected to be within 12 months after such payment. In addition,payment or 2) if excess availability under the Revolver usageis less than 15%, or is projected to be equal to or greater than 25% of total commitments duringwithin 12 months after such payment, and the prospective 12-month period, the Company is subject to meeting a fixed charge coverage ratio, ofas calculated on a pro-forma basis for the prior 12 months is 1.1:1.0 prior to making such payments.or less. In the event that excess availability under the Revolver is at any time less than the greater of (1) $40.0$30 million or (2) 12.5%10% of the lesser of the total commitment or the borrowing base, the Companywe will be subject to a fixed charge coverage ratio covenant of 1.1:1.0:1.0.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 $1 billion of senior secured debt and $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.1.25%0.25% to 1.50%0.75% above the highest of (a) the prime rate of the administrative agent, (b) the federal funds effective rate plus2.25%1.25% to 2.50%1.75% 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,0.25% for any unused portion of the total commitment under the Revolver. As of May 4, 2013,3, 2014, the applicable margin was 1.25%0.5% for prime rate loans and 2.25%1.5% for LIBO rate loans, while the required commitment fee was 0.50% for the unused portion of the Revolver.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 13 weeks ended May 3, 2014, we borrowed $75.0 million under the Revolver. During the 13 weeks ended May 4, 2013, we had no borrowings or repayments under the Revolver. Average borrowings under the Revolver for the 13 weeks ended May 3, 2014 were $10.2 million. Our average interest rate on those outstanding borrowings for the 13 weeks ended May 3, 2014 was 2.8%. As of May 4, 2013,3, 2014, total availability under the Revolver was $340.2$314.9 million, there were nowith outstanding borrowings of $75 million and outstanding andstandby letters of credit outstanding totaled $9.0of $8.3 million.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, 2013,3, 2014, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $4.8$4.4 million.GAMESTOP CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)6.Income TaxesThe Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Internal Revenue Service (“IRS”) is currently examining the Company’s U.S. income tax returns for the fiscal years ended on January 28, 2012, January 29, 2011, January 30, 2010, January 31, 2009, February 2, 2008 and February 3, 2007. The Company does not anticipate any adjustments that would result in a material impact on its condensed consolidated financial statements as a result of these audits.We accrue for the effects of uncertain tax positions and the related potential penalties and interest. There were no net material adjustments to our recorded liability for unrecognized tax benefits during the 13 weeks ended May 4, 2013. 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 ended May 4, 2013 and April 28, 2012 are based upon management’s estimate of the Company’s annualized effective tax rate.7. 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.8.8. Significant Products Thetable sets forth net sales (in millions) by significant product categorynew categories:the periods indicated: 13 Weeks Ended May 4,
2013 April 28,
2012 Net
Sales Percent
of Total Net
Sales Percent
of Total $ 241.8 13.0 % $ 348.6 17.4 % 703.2 37.7 % 731.1 36.5 % 572.6 30.7 % 619.0 30.9 % 347.7 18.6 % 303.5 15.2 % $ 1,865.3 100.0 % $ 2,002.2 100.0 % — (Continued)table setstables set forth net sales and gross profit (in millions) and gross profit percentages by significant product category for the periods indicated: 13 Weeks Ended May 4,
2013 April 28,
2012 Gross
Profit Gross
Profit
Percent Gross
Profit Gross
Profit
Percent $ 20.3 8.4 % $ 22.9 6.6 % 148.2 21.1 % 150.0 20.5 % 270.7 47.3 % 304.2 49.1 % 139.1 40.0 % 122.8 40.5 % $ 578.3 31.0 % $ 599.9 30.0 % 13 Weeks Ended May 3,
2014 May 4,
2013 Net Sales: New video game hardware $ 438.0 21.9 % $ 241.8 13.0 % New video game software 559.9 28.0 % 703.2 37.7 % Pre-owned and value video game products 602.9 30.2 % 572.6 30.7 % Video game accessories 145.1 7.3 % 126.4 6.8 % Digital 56.1 2.8 % 56.2 3.0 % Mobile and consumer electronics 102.2 5.1 % 51.0 2.7 % Other 92.1 4.7 % 114.1 6.1 % Total $ 1,996.3 100.0 % $ 1,865.3 100.0 % 13 Weeks Ended May 3,
2014 May 4,
2013 Gross Profit: New video game hardware $ 44.7 10.2 % $ 20.3 8.4 % New video game software 127.2 22.7 % 148.2 21.1 % Pre-owned and value video game products 298.4 49.5 % 270.7 47.3 % Video game accessories 55.0 37.9 % 49.8 39.4 % Digital 35.8 63.8 % 37.3 66.4 % Mobile and consumer electronics 37.0 36.2 % 12.6 24.7 % Other 28.3 30.7 % 39.4 34.5 % Total $ 626.4 31.4 % $ 578.3 31.0 % 9.9. Segment Information The Company operates itsthe followingfour Video Game Brands segments: United States, Canada, Australia and Europe.Europe, and a Technology Brands segment, which was added in the fourth quarter of fiscal 2013 and includes the operations of our Simply Mac, Spring Mobile and Cricket Wireless businesses. We identify segments based on a combination of geographic areas and management responsibility. Each of the segments includes significant retail operations with all Video Game Brands stores engaged in the saleRico,Rico; the electronic commerce Web sitewww.gamestop.com,www.gamestop.com;Game Informermagazine, magazine; the online video gaming Web sitewww.kongregate.com,www.kongregate.com; a digital PC game distribution platform available atwww.gamestop.com/pcgames, the streaming technology company Spawn Labs,pcgames; 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 measuresTechnology Brands segment includes retail operations in the United States. We 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. There were no intersegment sales during the 13 weeks ended May 3, 2014 or the 13 weeks ended May 4, 2013.appears inand the following tables:Net sales byreconciliation of segment wereprofit to earnings before income taxes are as follows (in millions): 13 Weeks Ended May 4,
2013 April 28,
2012 $ 1,352.9 $ 1,459.3 88.0 97.6 114.1 106.5 310.3 338.8 $ 1,865.3 $ 2,002.2 GAMESTOP CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Operating earnings (loss) by segment were as follows (in millions): 13 Weeks Ended May 4,
2013 April 28,
2012 $ 92.8 $ 115.2 2.5 2.5 1.5 (1.5 ) (9.6 ) (1.2 ) $ 87.2 $ 115.0 For the 13 Weeks Ended May 3, 2014 Canada Australia Europe Technology Brands Consolidated Net sales $ 1,397.7 $ 90.3 $ 116.5 $ 331.6 $ 60.2 $ 1,996.3 Segment operating earnings (loss) 106.6 2.4 1.7 (10.8 ) 6.0 105.9 Interest income 0.2 Interest expense (0.8 ) Earnings before income taxes 105.3 For the 13 Weeks Ended May 4, 2013 Canada Australia Europe Technology Brands Consolidated Net sales $ 1,352.9 $ 88.0 $ 114.1 $ 310.3 $ — $ 1,865.3 Segment operating earnings (loss) 92.8 2.5 1.5 (9.6 ) — 87.2 Interest income 0.1 Interest expense (1.0 ) Earnings before income taxes 86.3 10.Supplemental Cash Flow Information10. Subsequent Events 13 Weeks Ended May 4,
2013 April 28,
2012 $ 0.6 $ 0.6 $ 139.9 $ 111.8 11.Subsequent Events21, 2013, the20, 2014, our Board of Directors of the Company approved a quarterly cash dividend to itsour stockholders of $0.275$0.33 per share of Class A Common Stock payable on June 19, 201317, 2014 to stockholders of record at the close of business on June 4, 2013.2014. Future dividends will be subject to approval by theour Board of Directors of the Company.Repurchase2013, the Company has2014, we have purchased an additional 1.40.6 million shares of itsour Class A Common Stock for an average price per share of $34.73$37.18 since May 4, 2013.CertainSee our Annual Report on Form 10-K for the fiscal year ended February 1, 2014 filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2014 (the “2013 Annual Report on Form 10-K”), including the factors disclosed under “Item 1A. Risk Factors,” as well as “Disclosure Regarding Forward-looking Statements” and “Item 1A. Risk Factors” below, for certain factors which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear in GameStop’s Annual Report on Form 10-K for the fiscal year ended 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.”(together with its predecessor companies, “GameStop,(“GameStop,” “we,” “us,” “our,” or the “Company”) is a global family of specialty retail brands that makes the world’smost popular technologies affordable and simple. As the world's largest multichannel video game retailer. Weretailer, we sell new and pre-owned video game hardware, physical and digital video game software, video game 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. We sell consumer electronics, mobile products and wireless services primarily through our Simply Mac, Spring Mobile and Cricket Wireless stores. As of May 4, 2013,3, 2014, we operated 6,5446,680 stores, in the United States, Australia, Canada and Europe.Europe, which are primarily located in major shopping malls and strip centers. We also operate electronic commerce Web siteswww.gamestop.com,www.ebgames.com.au,www.ebgames.co.nz,www.gamestop.ca,www.gamestop.it,www.gamestop.es,www.gamestop.ie,www.gamestop.de,www.gamestop.co.uk andwww.micromania.fr.www.micromania.fr. The network also includes:www.kongregate.com, a leading browser-based game site;Game Informermagazine, the world's leading multi-platformprint and digital video game publication; Spawn Labs, a streaming technology company; a digital PC game distribution platform available atwww.gamestop.com/pcgames; iOS and Android mobile applications; and an online consumer electronics marketplace available atwww.buymytronics.com. We also operate a certified Apple reseller selling Apple products in the United States under the name Simply Mac; Spring Mobile, an authorized AT&Tweeks and the fiscal year ended February 2, 2013 (“fiscal 2012”) consisted of 53 weeks.in both chip processing speeds and data storage provide significant improvements in advanced graphics, audio quality, game play, Internet connectivity and other entertainment capabilities beyond video gaming. The current generation of consoles (the Sony PlayStation 4, the Microsoft Xbox One and the Nintendo Wii U) was introduced between November 2012 and November 2013. The previous generation of consoles (the Sony PlayStation 3, the Microsoft Xbox 360 and the Nintendo Wii) were 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 as2012 and the Nintendo launched the Wii U2DS was introduced in November 2012 as the next generation of the Wii. Also, Sony and Microsoft have announced that the next generation of the PlayStation and Xbox, respectively, are expected to come to market by the holiday period ofOctober 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 percentagepercent in the first full year following new platform releases and an increase in gross margin percentagepercent in the years subsequent to the first full year following the launch period. The planned launchesperiod; therefore, the launch of the next-generationcurrent-generation Sony PlayStation 4 and the Microsoft Xbox by the holiday period of 2013 willOne could negatively impact our overall gross margin percentage in the fourth quarter of fiscal 2013.2014. Unit sales of maturing video game platforms, like the Sony PlayStation 3 and the Microsoft Xbox 360, are typically also driven by manufacturer-funded retail price reductions, further driving sales of related software and accessories. Historically,With the introduction of the new consoles in the fourth quarter of fiscal 2013, sales of 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 declines. We expect our sales of digital products to increase in 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 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 acceptmanagementus 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“Part 2 - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2013 Annual Report on Form 10-K. 13 Weeks Ended May 4,
2013 April 28,
2012 100.0 % 100.0 % 69.0 70.0 31.0 30.0 24.1 22.0 2.2 2.3 4.7 5.7 0.1 — 4.6 5.7 1.7 2.1 2.9 3.6 — — 2.9 % 3.6 % The Company includes 13 Weeks Ended May 3,
2014 May 4,
2013Statement of Operations Data: Net sales 100.0 % 100.0 % Cost of sales 68.6 69.0 Gross profit 31.4 31.0 Selling, general and administrative expenses 24.1 24.1 Depreciation and amortization 2.0 2.2 Operating earnings 5.3 4.7 Interest expense, net — 0.1 Earnings before income tax expense 5.3 4.6 Income tax expense 1.9 1.7 Net income 3.4 % 2.9 % The Company includesWe include processing fees 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.table setstables set forth net sales (in millions) and percentage of total net sales by significant product category for the periods indicated: 13 Weeks Ended May 4, 2013 April 28, 2012 Net
Sales Percent
of Total Net
Sales Percent
of Total $ 241.8 13.0 % $ 348.6 17.4 % 703.2 37.7 % 731.1 36.5 % 572.6 30.7 % 619.0 30.9 % 347.7 18.6 % 303.5 15.2 % $ 1,865.3 100.0 % $ 2,002.2 100.0 % 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.The following table sets forth gross profit (in millions) and gross profit percentages by significant product category for the periods indicated: 13 Weeks Ended May 4,
2013 April 28,
2012 Gross
Profit Gross
Profit
Percent Gross
Profit Gross
Profit
Percent $ 20.3 8.4 % $ 22.9 6.6 % 148.2 21.1 % 150.0 20.5 % 270.7 47.3 % 304.2 49.1 % 139.1 40.0 % 122.8 40.5 % $ 578.3 31.0 % $ 599.9 30.0 % 13 Weeks Ended May 3, 2014 May 4, 2013 Net Sales: New video game hardware $ 438.0 21.9 % $ 241.8 13.0 % New video game software 559.9 28.0 % 703.2 37.7 % Pre-owned and value video game products 602.9 30.2 % 572.6 30.7 % Video game accessories 145.1 7.3 % 126.4 6.8 % Digital 56.1 2.8 % 56.2 3.0 % Mobile and consumer electronics 102.2 5.1 % 51.0 2.7 % Other 92.1 4.7 % 114.1 6.1 % Total $ 1,996.3 100.0 % $ 1,865.3 100.0 % 13 Weeks Ended May 3, 2014 May 4, 2013 Gross Profit: New video game hardware $ 44.7 10.2 % $ 20.3 8.4 % New video game software 127.2 22.7 % 148.2 21.1 % Pre-owned and value video game products 298.4 49.5 % 270.7 47.3 % Video game accessories 55.0 37.9 % 49.8 39.4 % Digital 35.8 63.8 % 37.3 66.4 % Mobile and consumer electronics 37.0 36.2 % 12.6 24.7 % Other 28.3 30.7 % 39.4 34.5 % Total $ 626.4 31.4 % $ 578.3 31.0 % 4, 20133, 2014 compared with the 13 weeks ended April 28, 2012May 4, 2013decreasedincreased by $136.9$131.0 million, or 6.8%7.0%, from $2,002.2 million in the 13 weeks ended April 28, 2012 to $1,865.3 million in the 13 weeks ended May 4, 2013.2013 to $1,996.3 million in the 13 weeks ended May 3, 2014. The decreaseincrease in net sales was primarily attributable to a decreasean increase in comparable store sales of 6.7% and changes related to foreign exchange rates, which had5.8% in the effect of decreasing sales by $6.1 millionVideo Game Brands segments for the 13 weeks ended May 3, 2014 when compared to the first quarter of fiscal 2012.13 weeks ended May 4, 2013. The decreaseincrease in comparable store sales was primarily due to a decrease instrong sales performance during the 13 weeks ended May 3, 2014 associated with the new video game hardware sales, pre-ownedconsole launches and related video game productaccessories. In addition, our Technology Brands segment added $60.2 million in net sales and new video game softwarein the 13 weeks ended May 3, 2014. These increases were partially offset by the impact of foreign exchange rate fluctuations, which had the effect of decreasing net sales offset partially by an increase in other product sales. Refer$13.9 million for the 13 weeks ended May 3, 2014 when compared 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.13 weeks ended May 4, 2013.decreased $106.8increased $196.2 million, or 30.6%81.1%, from $348.6 million in the 13 weeks ended April 28, 2012 to $241.8 million in the 13 weeks ended May 4, 2013.2013 to $438.0 million in the 13 weeks ended May 3, 2014. The decreaseincrease in new video game hardware sales is primarily dueattributable to a decreasean increase in hardware unit sell-through related to being in the late stagesas a result of the current console cyclelaunches of the Microsoft Xbox One and higher sales of the Sony PlayStation Vita4 in the first quarter of fiscal 2012 due to its launch during that quarter.November 2013. These salesincreases were partially offset by declines were offset partially byin sales of the Nintendo Wii U which launched in the fourth quarter of fiscal 2012.previous generation hardware. New video game software sales decreased $27.9$143.3 million, or 3.8%20.4%, from $731.1 million in the 13 weeks ended April 28, 2012 to $703.2 million in the 13 weeks ended May 4, 2013 to $559.9 million in the 13 weeks ended May 3, 2014, primarily due to declines in sales of catalog software due tofewer new titles that were released during the late stages of13 weeks ended May 3, 2014 versus the 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.comparable prior year period. Pre-owned and value video game product sales decreased $46.4increased $30.3 million, or 7.5%5.3%, from $619.0 million in the 13 weeks ended April 28, 2012 to $572.6 million in the 13 weeks ended May 4, 2013.2013 to $602.9 million in the 13 weeks ended May 3, 2014. The decreaseincrease in pre-owned and value video game product sales was primarily due to a decrease inincreased store traffic during the quarter related to lowerhigher video game demand due to the late stageslaunch of the current console cycle. Other product salesnew consoles. Sales of video game accessories increased by $44.2$18.7 million, or 14.6%,14.8% from $303.5 million in the 13 weeks ended April 28, 2012 to $347.7 million in the 2013. The increase2013 to the 13 weeks ended May 3, 2014 due to sales of accessories for use with the recently launched consoles. Digital revenues in the 13 weeks ended May 4, 2013 were essentially flat in comparison to the 13 weeks ended May 3, 2014. Mobile and consumer electronics sales increased $51.2 million, or 100.4%, from the 13 weeks ended May 4, 2013 to the 13 weeks ended May 3, 2014, due to the Technology Brands stores acquired or opened in the fourth quarter of fiscal 2013 and the first quarter of fiscal 2014. Sales of other product sales wascategories decreased $22.0 million, or 19.3%, from the 13 weeks ended May 4, 2013 to the 13 weeks ended May 3, 2014, primarily due to increases in salesfewer new titles of mobile and digital products, offset partially by a decrease in accessories sales associated with hardware sales declines.sales and pre-owned video game productaccessories, and mobile and consumer electronics increased, and sales decreased andof new video game software, salespre-owned and value video game products, digital and other product sales increasedproducts decreased in the 13 weeks ended May 3, 2014 in comparison to the 13 weeks ended May 4, 2013 compared to the 13 weeks ended April 28, 2012.. The change in the mix of sales was primarily due to the decreases inlaunch of the new video game hardware sales and pre-owned video game product salesconsoles and the increaserelated increased traffic in other product sales discussedour stores and meaningful contributions from our Technology Brands segment as described above.decreasedincreased by $115.3$82.9 million, or 8.2%6.4%, from $1,402.3 million in the 13 weeks ended April 28, 2012 to $1,287.0 million in the 13 weeks ended May 4, 2013 to $1,369.9 million in the 13 weeks ended May 3, 2014, primarily as a result of the decreaseincrease in sales discussed above and the changes in gross profit discussed below.decreasedincreased by $21.6$48.1 million, or 3.6%8.3%, from $599.9 million in the 13 weeks ended April 28, 2012 to $578.3 million in the 13 weeks ended May 4, 2013.2013 to $626.4 million in the 13 weeks ended May 3, 2014. Gross profit as a percentage of net sales increased from 30.0% in the 13 weeks ended April 28, 2012 to 31.0% in the 13 weeks ended May 4, 2013.2013 to 31.4% in the 13 weeks ended May 3, 2014. The gross profit percentage increase was primarily due to the increase in gross profit percentage in pre-owned and value video game products, new video game software products, new video game hardware products and mobile and consumer electronics products, as well as the change in sales mix driven by the increase in other product sales, the decrease in new video game hardware salesmobile and consumer electronics as a percentage of total net sales, andpartially offset by the increasedecrease in gross profit as a percentage of sales on newother video game hardware products and new video game software products.the changes in sales mix discussed above. Gross profit as a percentage of sales on new video game hardware increased from 6.6% in the 13 weeks ended April 28, 2012 to 8.4% in the 13 weeks ended May 4, 2013 primarily due to an increase10.2% in the attachment rate of product replacement plan sales on new hardware units when compared to the prior year.13 weeks ended May 3, 2014. Gross profit as a percentage of sales on new video game software increased slightly from 20.5% in the 13 weeks ended April 28, 2012 to 21.1% in the 13 weeks ended May 4, 2013.2013 to 22.7% in the 13 weeks ended May 3, 2014. Gross profit as a percentage of sales on pre-owned and value video game products decreasedincreased from 49.1% in the 13 weeks ended April 28, 2012 to 47.3% in the 13 weeks ended May 4, 2013 to 49.5% in the 13 weeks ended May 3, 2014 primarily due to anthe increase in promotional activities when comparedgross profit percentage that occurs as prior generation hardware and software matures. Gross profit as a percentage of sales on video game accessories decreased from 39.4% in the 13 weeks ended May 4, 2013 to 37.9% in the 13 weeks ended May 3, 2014 primarily due to the prior year.mix of current generation accessories sales, which carry lower gross margins relative to the total video game accessories category. Gross profit as a percentage of sales on digital decreased from 66.4% in the 13 weeks ended May 4, 2013 to 63.8% in the 13 weeks ended May 3, 2014 primarily due to the mix of underlying products we sell and their treatment as a gross sale versus a commission sale. Gross profit as a percentage of sales on mobile and consumer electronics increased from 24.7% in the 13 weeks ended May 4, 2013 to 36.2% in the 13 weeks ended May 3, 2014 primarily due to the addition of Technology Brands beginning in November 2013 and the gross margin percentage in that segment, which is higher than in the Video Game Brands segments. Gross profit as a percentage of sales on other product sales decreased slightly from 40.5%34.5% in the 13 weeks ended April 28, 2012 to 40.0% in the 13 weeks ended May 4, 2013.$8.8$31.8 million, or 2.0%, from $440.4 million in the 13 weeks ended April 28, 2012 to $449.2 million in the 13 weeks ended May 4, 2013.2013 to $481.0 million in the 13 weeks ended May 3, 2014. This increase was primarily due to $21.5 million of additional costs associated with the timingacquisition and growth of promotionalthe Technology Brands segment, as well as the higher variable costs and other expenses offset partially by changesassociated with the increase in foreign exchange rates which hadcomparable store sales during the effect of decreasing expenses by $1.8 million when compared to fiscal 2012.13 weeks ended May 3, 2014. Selling, general and administrative expenses as a percentage of net sales increased from 22.0%remained the same at 24.1% for both the 13 weeks ended May 4, 2013 and the 13 weeks ended May 3, 2014 due to the increase in sales in the first quarter of fiscal 2012 to 24.1% inVideo Game Brands segments, offset by the first quarter of fiscal 2013. The increase inTechnology Brands segment, which generally has higher 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 $5.9 million and $5.5 million and $5.0 million inof stock-based compensation expense for the 13-week periods13 weeks ended May 3, 2014 and May 4, 2013, respectively.April 28, 2012, respectively.$2.6$2.4 million, or 5.7%, from $44.5 million in the 13 weeks ended April 28, 2012 to $41.9 million in the 13 weeks ended May 4, 2013.2013 to $39.5 million in the 13 weeks ended May 3, 2014. 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.decreasedincreased slightly from $0.2 million in the 13 weeks ended April 28, 2012 to $0.1 million in the 13 weeks ended May 4, 2013. Interest expense increased slightly from $0.6 million in the 13 weeks ended April 28, 2012 to $1.0 million in the 13 weeks ended May 4, 2013.Income tax expense for the 13 weeks ended April 28, 2012 and the $42.2$37.3 million, or 36.8%35.4% of earnings before income tax expense, for the 13 weeks ended April 28, 2012.a decreasean increase in operating earnings of $27.8$18.7 million or 24.2%, from $115.0 million in the 13 weeks ended April 28, 2012 to $87.2 million in the 13 weeks ended May 4, 2013 to $105.9 million in the 13 weeks ended May 3, 2014, and a decreasean increase in consolidated net income of $17.8$13.4 million or 24.6%, from $72.4 million in the 13 weeks ended April 28, 2012 to $54.6 million in the 13 weeks ended May 4, 2013.$0.1 millionincrease in operating earnings and net lossincome is primarily attributable to noncontrolling interests forthe launch of the new console systems and solid growth in our pre-owned and value category. Additionally, our Technology Brands segment generated $6.0 million of operating earnings in the first quarter of fiscal 2012 represents the portion of the minority interest stockholders’ net loss of the Company’s non-wholly owned subsidiaries included in the Company’s consolidated net income. The remaining noncontrolling interests were purchased during the second quarter of fiscal 2012.The Company operates itsEurope.Europe, and Technology Brands. The following tables provide a summary of our net sales and operating earnings (loss) by reportable segment:wereare as follows: 13 Weeks Ended May 4,
2013 April 28,
2012 (In millions) $ 1,352.9 $ 1,459.3 88.0 97.6 114.1 106.5 310.3 338.8 $ 1,865.3 $ 2,002.2 13 Weeks Ended May 3,
2014 May 4,
2013Video Game Brands: United States $ 1,397.7 $ 1,352.9 Canada 90.3 88.0 Australia 116.5 114.1 Europe 331.6 310.3 Technology Brands 60.2 — Total $ 1,996.3 $ 1,865.3 wereare as follows: 13 Weeks Ended May 4,
2013 April 28,
2012 (In millions) $ 92.8 $ 115.2 2.5 2.5 1.5 (1.5 ) (9.6 ) (1.2 ) $ 87.2 $ 115.0 13 Weeks Ended May 3,
2014 May 4,
2013Video Game Brands: United States $ 106.6 $ 92.8 Canada 2.4 2.5 Australia 1.7 1.5 Europe (10.8 ) (9.6 ) Technology Brands 6.0 — Total $ 105.9 $ 87.2 , Spawn Labs and an online consumer electronics marketplace available atwww.buymytronics.com. As of May 4, 2013 and April 28, 2012,3, 2014, the United States Video Game Brands segment included 4,215 stores, compared to 4,329 and 4,434 GameStop stores respectively. on May 4, 2013.first quarter of fiscal 2013 decreased $106.413 weeks ended May 3, 2014 increased $44.8 million, or 7.3%3.3%, compared to the first quarter of fiscal 2012 and13 weeks ended May 4, 2013 due primarily to a 5.7% increase in comparable store sales decreased 6.9%.sales. The decreaseincrease 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. 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 stageslaunch of the current console cycleMicrosoft Xbox One and higher sales of the Sony PlayStation Vita4 in the first quarter of fiscal 2012 due to its launch during thatprevious quarter. These sales declines were offset partiallySegment operating earnings for the 13 weeks ended May 3, 2014 increased 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 is primarily due to declines in sales of catalog software due to the late stages of the console cycle, partially offset by stronger sales of new release video game titles in the first quarter of fiscal 2013 when$13.8 million compared to the first quarter of fiscal 2012. 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. The increase in other product sales was primarily due to increases in sales of mobile and digital products, offset partially by a decrease in accessories sales associated with hardware sales declines. Segment operating income decreased by $22.4 million, or 19.4%, in the first quarter of fiscal13 weeks ended May 4, 2013, compared to the first quarter of fiscal 2012, driven primarily by the decreasecurrent year increase in comparable storenet sales.CanadaSalesAs of May 3, 2014, the Canadian segment had 334 stores, compared to 335 stores at May 4, 2013. Net sales in the Canadian segment in the first quarter of fiscal 2013 decreased $9.6 million, or 9.8%,13 weeks ended May 3, 2014 increased 2.6% compared to the first quarter of fiscal 2012.13 weeks ended May 4, 2013. The decreaseincrease in net sales was primarily attributabledue to a decreasean increase in comparable store sales of 6.2% and11.5%, 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 $2.0 million.$10.1 million in the 13 weeks ended May 3, 2014 when compared to the same period in fiscal 2013. The increase in comparable store sales in the first quarter of fiscal 2014 was primarily due to the launch of the Microsoft Xbox One and the Sony PlayStation 4 in the previous quarter. Excluding the impact of changes in exchange rates, net sales in the Canadian segment decreasedincreased by 7.8%. The decrease14.1% in sales was primarily due to a decrease in store traffic related to lower video game demand duethe 13 weeks ended May 3, 2014 when compared to the late stages of the current console cycle. The decreasesame period in 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.fiscal 2013. Segment operating incomeearnings for the 13 weeks ended May 3, 2014 were essentially flat in comparison to the 13 weeks ended May 4, 2013 remained unchanged when compared to the 13 weeks ended April 28, 2012.4, 2013 and April 28, 2012,3, 2014, the Australian segment operated 413 stores. Sales in the first quarter of fiscal 2013 increased 7.1% to $114.1 millionincluded 414 stores, compared to first quarter fiscal 2012413 stores at May 4, 2013. Net sales of $106.5 million.for the 13 weeks ended May 3, 2014 increased by 2.1% when compared to the 13 weeks ended May 4, 2013. The increase in net sales for the 13 weeks ended May 3, 2014 was primarily attributabledue to an increase in comparable store sales of 8.1%14.3%, 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.$16.5 million when compared to the same period in fiscal 2013. The increase in comparable store sales in the first quarter of fiscal 2014 was primarily due to the launch of the Microsoft Xbox One and the Sony PlayStation 4 in the previous quarter. Excluding the impact of changes in exchange rates, net sales in the AustralianAustralia segment increased 8.9%. The increaseby 16.6% in comparable store sales was primarily duethe 13 weeks ended May 3, 2014 when compared to an increasethe same period in market share of video game products and increases in sales of mobile and digital products.increased $3.0 million to an operating income of $1.5 millionfor Australia in the first quarter of fiscal 2013an operating lossthe 13 weeks ended May 4, 2013, driven by the launch of $1.5 million in the first quarternew consoles.Europe4, 2013,3, 2014, the European segment operated 1,4671,447 stores compared to 1,4241,467 stores as of April 28, 2012.May 4, 2013. For the 13 weeks ended May 3, 2014, European net sales increased 6.9% compared to the 13 weeks ended May 4, 2013 European. The increase in net sales decreased $28.5 million, or 8.4%, compared tofor the 13 weeks ended April 28, 2012. The decrease in salesMay 3, 2014 was primarily due to a decreasethe 2.3% increase in comparable store sales and the impact of 10.8% when compared to the first quarter of fiscal 2012 and unfavorablechanges in exchange rates, recognized in the first quarter of fiscal 2013 compared to the first quarter of fiscal 2012, which had the effect of decreasingincreasing sales by $2.2 million. Excluding the effects of exchange rates, European segment sales decreased 7.8%. This decrease in sales was primarily due to the decrease in comparable store sales$12.7 million when compared to the first quarter ofsame period in fiscal 2012, offset by the additional sales at 43 net new stores opened since April 29, 2012.2013. The decreaseincrease in comparable store sales was primarily due to a decreasethe new console launch in store traffic relatedthe fourth quarter of fiscal 2013. The growth in sales in the European segment was lower than our other segments due to the late stageslimited supply of new consoles available to sell during the current console cycle.first quarter of fiscal13 weeks ended May 4, 2013 compared to an operating loss of $1.2$10.8 million in the first quarter13 weeks ended May 3, 2014. The decrease in operating earnings was primarily driven by the limited supply of fiscal 2012. The increasenew consoles available in the operating lossEuropean segment and the decline in prior generation hardware and software sales as the first quarterprior console cycle ages.fiscal 2013 was primarily due toMay 3, 2014, the decrease in comparable store sales and an increase in selling, general and administrative expenses related to an increase in store count. In addition, the impact of changes in exchange rates had the effect of decreasing operating losses by $0.2 million forTechnology Brands segment operated 270 stores. For the 13 weeks ended May 4, 2013 when compared to the 13 weeks ended April 28, 2012.The Company’sCash FlowsDuring As Previously Reported Revision As Revised (In millions) Changes in operating assets and liabilities: Accounts payable and accrued liabilities $ (358.7 ) $ 169.4 $ (189.3 ) Net cash flows provided by operating activities (331.4 ) 169.4 (162.0 ) Cash and cash equivalents at beginning of period 635.8 (261.4 ) 374.4 Cash and cash equivalents at end of period 245.7 (92.0 ) 153.7 $331.4$277.2 million, compared to cash used in operations of $162.2$162.0 million during the 13 weeks ended April 28, 2012.May 4, 2013. The increase in cash flow used in operations of $169.2$115.2 million was primarily due to an increase in cash used in operations for working capital purposes, which increased $144.8$127.7 million from $280.6a use of $256.0 million in the 13 weeks ended April 28, 2012 to $425.4 million in the 13 weeks ended May 4, 2013.2013 to a use of $383.7 million in the 13 weeks ended May 3, 2014. 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 decrease in cash related to accounts payable and accrued liabilities for the 13 weeks ended May 4, 2013 compared to the 13 weeks ended April 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 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. DuringThese changes were partially offset by a decrease in cash payments for income taxes and prepaid expenses in the 13 weeks ended May 3, 2014 as compared to the 13 weeks ended May 4, 2013. Operating cash flows in the first quarter of each fiscal year, we have traditionally had a significant use of cash associated with the pay down of accounts payables 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 and our inventory mix is shifting towards more used products, including used mobile products. These factors2014 were also negatively impacted our accounts payable leverage during the quarter. In addition, the increaseby a decrease in cash used in operations was also attributed to a $24.4 million decrease inconsolidated net income, adjusted for noncash items.$23.5$52.3 million and $22.1$23.5 million during the 13 weeks ended May 3, 2014 and May 4, 2013, and April 28, 2012, respectively. DuringThe $28.8 million increase in cash used for investing activities is primarily attributable to $27.6 million of cash that was used to fund our Technology Brands acquisitions during the 13 weeks ended May 4, 2013, $24.3 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 13 weeks ended April 28, 2012, $22.3 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.$31.8$14.8 million and $140.9$31.8 million for the 13 weeks ended May 3, 2014 and May 4, 2013, respectively. The $17.0 million decrease in the cash used in financing activities is due to an increase in cash proceeds from the revolver of $75.0 million, partially offset by an increase of $23.1 million used in the repurchase of common stock and an increase of $5.2 million in cash payments for dividends. Additionally, cash provided by the issuance of shares related to stock option exercises decreased $30.4 million during the 13 weeks ended May 3, 2014 in comparison to the 13 weeks ended May 4, 2013 and April 28, 2012, respectively. The cash used in financing activities for the 13 weeks ended May 4, 2013 was, which is primarily due to the paymenta function of dividends on the Company’s Class A Common Stock of $33.0 million and the repurchase of $25.5 million of treasury shares, offset partially by the cash received from the issuance of shares associated withfewer stock option exercises during the first quarter of $25.7 million. The cash used in financing activities forfiscal 2014 when compared against the 13 weeks ended April 28, 2012 was primarily due to the repurchasefirst quarter of $121.6 million of treasury shares and the payment of dividends on the Company’s Class A Common Stock of $20.5 million.highly rated commercial banks.the Companywe entered into a $400 million credit agreement, (the “Revolver”), which we amended and restated in its entirety, the Company’s prior credit agreement entered into in October 2005on March 25, 2014 (the “Credit Agreement”“Revolver”). The Revolver provides foris a five-year, $400 million asset-based facility includingthat is secured by substantially all of our assets and the assets of our domestic subsidiaries. Availability under the Revolver is subject to a monthly borrowing base calculation. The Revolver includes a $50 million letter of credit sublimit, secured by substantially allsublimit. Prior to the March 2014 amendments, the Revolver was scheduled to mature in January 2016. The amendments extended the maturity date to March 25, 2019; increased the expansion feature under the Revolver from $150 million to $200 million, subject to certain conditions; and revised certain other terms, including a reduction of the Company’s and its domestic subsidiaries’ assets. The Company hasfee we are required to pay on the ability to increaseunused portion of the facility, which matures in January 2016, by $150 million under certain circumstances. Thetotal commitment amount. We believe the extension of the maturity date of the Revolver to 2016 reducesMarch 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets.Thethe 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. The borrowing base provides for borrowing up to 92.5% of the appraisal value during the fiscal months of August through October. Letters of credit reduce the amount available to borrow under the Revolver by theiran amount equal to the face value. The Company’svalue of the letters of credit. Our ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain circumstances, including if Revolvereither 1) excess availability under the Revolver is less than 20%30%, or is projected to be within 12 months after such payment. In addition,payment or 2) if excess availability under the Revolver usageis less than 15%, or is projected to be equal to or greater than 25% of total commitments duringwithin 12 months after such payment, and the prospective 12-month period, the Company is subject to meeting a fixed charge coverage ratio, ofas calculated on a pro-forma basis for the prior 12 months is 1.1:1.0 prior to making such payments.or less. In the event that excess availability under the Revolver is at any time less than the greater of (1) $40.0$30 million or (2) 12.5%10% of the lesser of the total commitment or the borrowing base, the Companywe will be subject to a fixed charge coverage ratio covenant of 1.1:1.0:1.0.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 $1 billion of senior secured debt and $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.1.25%0.25% to 1.50%0.75% 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%1.25% to 2.50%1.75% 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,0.25% for any unused portion of the total commitment under the Revolver. As of May 4, 2013,3, 2014, the applicable margin was 1.25%0.5% for prime rate loans and 2.25%1.5% for LIBO rate loans, while the required commitment fee was 0.50% for the unused portion of the Revolver.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 its4, 2013,3, 2014, total availability under the Revolver was $340.2$314.9 million, there were nooutstanding borrowings outstanding under the Revolverof $75.0 million and standby letters of credit outstanding totaled $9.0$8.3 million.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, 2013,3, 2014, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $4.8$4.4 million.The CompanyWe opened 5911 Video Game Brands stores and opened or acquired 52 Technology Brands stores in the 13 weeks ended May 4, 20133, 2014, and expectswe expect to open or acquire approximately 125350 to 450 stores in fiscal 2013,2014, including the 44 stores acquiredinvestments in France during the first quarter.our Technology Brands business. Capital expenditures for fiscal 20132014 are projected to be approximately $135$160 million, to be used primarily to fund continued digital initiatives, new store openings and store remodels and invest in distribution and information systems in support of operations.theour Board of Directors of the Company has from timeauthorized several share repurchase programs authorizing management 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 13 weeks ended May 4, 2013, the Company3, 2014, we repurchased 1.01.3 million shares forat an average price per share of $25.07, leaving $399.8 million available under the November 2012 authorization. As$39.28 for a total of $52.2 million. Between May 4, 2014 and June 4, 2013, the Company has purchased an additional 1.42014, we have repurchased 0.6 million shares of its Class A Common Stock forat an average price per share of $34.73 since May$37.18 for a total of $22.3 million and we have $382.7 million remaining under our latest authorization from November 2013.2013, leaving $349.8 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’s senior management.On February 8, 2012, the2014, our Board of Directors of the Company approved the initiation of a quarterlyauthorized an increase in our annual cash dividend from $1.10 to its stockholders$1.32 per share of Class A Common Stock. TheStock and on that date we declared our first quarterly cash dividend for fiscal 2014 of $0.15$0.33 per share of Class A Common Stock, which was paid on March 12, 2012. The first quarter fiscal 2013 quarterly cash dividend25, 2014 to stockholders of $0.275 per share was paidrecord at the close of business on March 19, 2013.17, 2014. On May 21, 2013, the20, 2014, our Board of Directors of the Company approved a quarterly cash dividend to itsour stockholders of $0.275$0.33 per share of Class A Common Stock payable on June 19, 201317, 2014 to stockholders of record at the close of business on June 4, 2013.2014. Future dividends will be subject to approval by theour Board of Directors of the Company.Recent Accounting PronouncementsIn March 2013, an accounting standard update was issued providing guidancereleaseconvergence of cumulative translation adjustments into net income whenU.S. GAAP and International Financial Reporting Standards (“IFRS”), the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 related to revenue recognition. The new guidance sets forth a parent company sells either a part or allnew five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of an investmentrevenue recognition guidance that have historically existed in a foreign entity.U.S. GAAP. The accountingunderlying principle of the new standard update 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 assetsis that constitutes a business within a foreign entity. Thisor other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting standard updateguidance. The ASU provides alternative methods of initial adoption and is effective for fiscal yearsannual periods beginning after December 15, 2013,2016 and interim periods within those annual periods. Early adoption is not permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.The Company isWe are currently evaluating the effect ofimpact that this accounting standard update, but does not expect it towill have a significant impact on its condensed consolidated financial statements.In February 2013, an accounting standard update 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 is effective for the Company’s annual and interim periods beginning in fiscal 2013. The accounting standard update had no effect on the Company’s 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.reportQuarterly Report on Form 10-Q and other oral and written statements made by the Companyus to the public contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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:launchintroduction of and demand for next-generation consoles and other product releases which impact sales of new products and old products, the timing andcurrent or future features of such consoles, including anymanufacturer-imposed or regulatory restrictions, changes or conditions that may adversely affect our pre-owned business or thebusiness;play prior generation video games on such consoles,respond quickly to technological changes and the impact on demand for existing products following the announcement of the launch of next-generation consoles;evolving consumer preferences;productsproducts;for newpopular product releases;releases and enhanced video game platforms and accessories by developers and manufacturers;specifically, economic conditions affecting Europe, consumer spending;electronic game industry and the retail industry;content;games;competitive environmentintense competition in the electronicvideo game industry;the growth of mobile, social and browser gaming;and technology-based, mobile, wireless or consumer electronics companies that are outside of the Company’sour historical operating expertise;unanticipated litigation results, including third-party litigation;the Companyus under itsour share repurchase programs;continued effortsdepressed local economic conditions, political risks, currency exchange risks, tax rates and regulatory risks;consolidate back-office supportlitigation;close under-performing stores;financial restrictions on us; andthethis Form 10-K,10-Q, including those set forth under the caption “Item“Part II - Item 1A. Risk Factors.”ITEMItem 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate ExposureWe do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate risks by investing our excess cash balances in short-term, highly-liquid instruments with a maturity of one year or less. We do not expect any losses from our invested cash balances, and we believe that our interest rate exposure is modest.Foreign Currency RiskThe Company uses forward exchange contracts, foreign currency options and cross-currency swaps (together, the “Foreign Currency Contracts”) to manage currency risk primarily related to intercompany loans denominated in non-functional currencies and certain foreign currency assets and liabilities. The Foreign Currency Contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognizedour quantitative and qualitative disclosures about market risk as set forth 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 quarter ended May 4,our 2013 the Company recognized a $9.4 million gain in selling, general and administrative expenses related to the trading of derivative instruments. These gains were partially offset by $8.8 million of lossesAnnual Report on the re-measurement of related intercompany currency loans and foreign assets and liabilities for the fiscal quarter ended May 4, 2013. The aggregate fair value of the Foreign Currency Contracts as of May 4, 2013 was a net asset of $4.1 million as measured by observable inputs obtained from market news reporting services, such as Bloomberg and The WallStreet 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, 2013 would result in a (loss) or gain in value of the forwards, options and swaps of ($10.0) million or $10.0 million, respectively.We do not use derivative financial instruments for trading or speculative purposes. We are exposed to counterparty credit risk on all of our derivative financial instruments and cash equivalent investments. The Company manages counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. We continuously monitor our counterparty credit risk and utilize a number of different counterparties to minimize our exposure to potential defaults. We do not require collateral under derivative or investment agreements.the Company’sour management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’sour 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’sour disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that the Company’sour 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’sour periodic reports.the Company’sour 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’sour most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.the Company’sour 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 we 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.10-K for the fiscal year ended February 2, 2013 filed with the SEC on April 3, 2013.10-K. These risks could materially and adversely affect our business, financial condition andThe risks describedThere have been no material changes from the risk factors disclosed in our 2013 Annual Report on Form 10-K have not changed materially other than as set forth below:The launch of next-generation consoles could negatively impact the demand for existing products or our pre-owned business.The launch 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.by the Company of itsour equity securities during the firstfiscal quarter of fiscal 2013ended May 3, 2014 were as follows: (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) 498,664 $ 25.20 498,664 $ 412.8 519,882 $ 24.94 519,882 $ 399.8 — $ — — $ 399.8 1,018,546 $ 25.07 1,018,546 (In millions of dollars) February 2 through March 1, 2014 425,332 $ 35.89 263,700 $ 447.6 March 2 through April 5, 2014 528,751 39.08 510,600 427.7 April 6 through May 3, 2014 553,700 41.07 553,700 404.9 Total 1,507,783 $ 39.28 1,328,000 (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 ExhibitsExhibitNumber 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) 2.210.1* SaleRetirement Policy (previously filed as an exhibit to the Registrant's Form 8-K filed on March 11, 2014 and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(2) 2.3Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit 2.2 above.(3) 3.1Second Amended and Restated Certificate of Incorporation.(4) 3.2Second Amended and Restated Bylaws.(5)ExhibitNumberDescription 4.1Indenture, 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) 4.2First 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) 4.3Rights 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) 4.4Form of Indenture.(9) 10.1Fourth Amended and Restated 2001 Incentive Plan.(10)10.2 2011 Incentive Plan.(11) 10.3Amended and Restated Supplemental Compensation Plan.(12) 10.4Form of Option Agreement.(13) 10.5Form of Restricted Share Agreement.(14) 10.6January 4, 2011,March 25, 2014, by and among GameStop Corp., as Lead Borrower for:certain subsidiaries of 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 LLCBank of America, N.A. and the other lending institutions listed therein, Bank of America, N.A., as Issuing Bank, Bank of America, N.A., as AdministrativeAgent, JPMorgan Chase Bank, N.A., as Syndication Agent and Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent,Bank, National Association, U.S. Bank National Association and Regions Bank as Co-Documentation Agents (previously filed as an exhibit to the Registrant's Form 8-K filed on March 28, 2014 and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner.(15) 10.710.3 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) 10.8January 4, 2011, among GameStop Corp., as Lead Borrower,of March 25, 2014 (previously filed as an exhibit to the Subsidiary Borrowers party thereto,Registrant's Form 8-K filed on March 28, 2014 and Bank of America, N.A., as Collateral Agent.(15) 10.910.4 January 4, 2011, among GameStop Corp., as Lead Borrower,of March 25, 2014 (previously filed as an exhibit to the Subsidiary Borrowers party thereto,Registrant's Form 8-K filed on March 28, 2014 and Bank of America, N.A., as Collateral Agent.(15) 10.1010.5 dated October 11, 2005, between GameStop of Texas L.P.LP and Bank of America, N.A., as Collateral Agent.(16) 10.1110.6 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) 10.12January 4, 2011,as of March 25, 2014 (previously filed as an exhibit to the Registrant's Form 8-K filed on March 28, 2014 and incorporated herein by and among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party thereto, and Bank of America, N.A., as Collateral Agent.(15) 10.13Term 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) 10.14Security 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) 10.15Patent 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) 10.16Securities 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)ExhibitNumberDescription 10.17Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.(17) 10.18Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and J. Paul Raines.(17) 10.19Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Tony D. Bartel.(17) 10.20Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Robert A. Lloyd.(17) 10.21Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael K. Mauler.(17)31.1 2002.31.2 2002.32.1 2002.32.2 2002.101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE (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.
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