13 weeks ended October 29, 2016
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 1,195.2
$ 86.8
$ 139.4
$ 321.5
$ 216.3
$ 1,959.2
Operating earnings 59.1
3.9
3.5
8.8
23.5
98.8
Interest expense (14.8 )
Earnings before income taxes $ 84.0

39 weeks ended October 28, 2017
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 3,545.3
$ 256.9
$ 438.2
$ 897.8
$ 583.9
$ 5,722.1
Operating earnings (loss) 175.3
5.1
10.2
(2.4 ) 44.1
232.3
Interest income 0.4
Interest expense (42.6 )
Earnings before income taxes $ 190.1

39 weeks ended October 29, 2016
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 3,586.5
$ 231.2
$ 376.6
$ 810.2
$ 558.0
$ 5,562.5
Operating earnings (loss) 204.7
8.9
7.0
(5.7 ) 56.2
271.1
Interest income 0.5
Interest expense (39.7 )
Earnings before income taxes $ 231.9



~~ITEM 2.~~	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in our ~~unaudited~~ condensed consolidated financial statements, including the notes ~~thereto.~~thereto set forth in Part I, Item 1 of this Form 10-Q. Statements regarding future economic performance, management’s plans and objectives, and any statements concerning assumptions related to the foregoing contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. ~~See~~These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our ~~Annual Report~~or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements included in this Form 10-Q are based upon information available to us as of the filing date of this Form 10-Q, and we undertake no obligation to update or revise any of these forward-looking statements for any reason, whether as a result of new information, future events or otherwise after the date of this Form 10-Q, except as required by law. You should not place undue reliance on ~~Form 10-K, for~~these forward-looking statements. The forward-looking statements involve a number of risks and uncertainties. Although we believe that the ~~fiscal year ended January 28, 2017 filed with the Securities and Exchange Commission on March 27, 2017 (the “2016 Annual Report on Form 10-K”), including the~~expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Certain factors, ~~disclosed under “Item 1A. Risk Factors,” as well as “Disclosure Regarding Forward-looking Statements” and “Item 1A. Risk Factors” below, for certain factors that~~which may cause actual results to vary materially from these forward-looking ~~statements.~~statements, accompany such statements and are discussed in our 2022 Annual Report on Form 10-K, including the disclosures under Part I, Item 1A "Risk Factors" and Part II, Item 1A "Risk Factors" of this Form 10-Q and our Q1 fiscal 2023 Quarterly Report on Form 10-Q.

OVERVIEW

GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”), a Delaware corporation established in 1996, is a ~~global family~~leading specialty retailer offering games and entertainment products through its thousands of ~~specialty retail brands that makes the most popular technologies affordable~~stores and simple. Within our family of brands, we are the world’s largest omnichannel video game retailer, the largest AT&T® (“AT&T”) authorized retailer, the largest Apple© (“Apple”) certified products reseller, a Cricket Wireless_TM reseller (“Cricket,” an AT&T brand) and the owner of www.thinkgeek.com, one of the world’s largest sellers of collectible pop-culture themed products. As of October 28, 2017, GameStop's retail network and family of brands include 7,462 company-operated stores in the United States, Australia, Canada and Europe.ecommerce platforms.

We ~~have five reportable segments, which are comprised of~~operate our business in four geographic ~~Video Game Brands segments—~~segments: United States, Canada, Australia and Europe—and a Technology Brands segment. Our Technology Brands segment includes our Spring Mobile and Simply Mac businesses. Spring Mobile owns and operates our AT&T branded wireless retail stores and Cricket branded pre-paid wireless stores.

Europe. Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of January. ~~The fiscal year ending February 3, 2018 ("fiscal 2017")~~Fiscal 2023 consists of 53 weeks ~~and the~~ ending February 3, 2024 ("fiscal ~~year~~2023"). Fiscal 2022 consisted of 52 weeks ended on January 28, ~~2017 ("~~2023. All six month periods presented herein contain 26 weeks. All references to years, quarters and months relate to fiscal ~~2016") consists~~periods rather than calendar periods. The discussion and analysis of ~~52 weeks.~~our results of operations refers to continuing operations unless otherwise noted. Our business, like that of many retailers, is seasonal, with the major portion of the net sales ~~and operating profit~~ realized during the fourth ~~fiscal~~ quarter, which includes the holiday selling season.

~~Growth~~

BUSINESS PRIORITIES

The initial phase of GameStop's transformation largely occurred over the course of 2021 and the first half of 2022. This period was primarily focused on rebuilding the Company's decaying infrastructure and strengthening GameStop's value proposition, including investing in the ~~video game industry is generally driven by the introduction of~~Company's enterprise systems, technology capabilities, store leaders and associates, and product catalog and offerings.

GameStop entered a new technology. Gaming consoles are typically launched in cycles as technological developments provide significant improvements in graphics, audio quality, game play, internet connectivity and other entertainment capabilities beyond video gaming. The current generation of consoles include the Sony PlayStation 4 (2013), Microsoft Xbox One (2013) and the Nintendo Switch (March 2017). In 2016, Sony and Microsoft released refreshes to the PlayStation 4 and Xbox One, respectively, and Sony also released the PlayStation VR. In November 2017, Microsoft released a further enhanced versionphase of its ~~current generation console,~~transformation during the ~~Xbox One X.~~

~~We expect that future growth in the video game industry will also be driven by the sale~~second half of video games delivered in digital form and the expansion of other forms of gaming. We currently sell various types of products that relate to the digital category, including digitally downloadable content (“DLC”), full game downloads, Xbox LIVE, PlayStation Plus and Nintendo network points cards, as well as prepaid digital and prepaid subscription cards. We have made significant investments in e-commerce and in-store and website functionality to enable our customers to access digital content easily and facilitate the digital sales and delivery process. We plan to continue to invest in these types of processes and channels to grow our digital sales base and enhance our market leadership position in the video game industry and in the digital aggregation and distribution category.

We continue to diversify our business by seeking out opportunities to extend our core competencies to other businesses and retail categories, including mobile and consumer electronics and collectibles, to continue to grow and to help mitigate the financial impact from the cyclical nature of the video game console cycle and we regularly evaluate potential acquisition opportunities, some of which could be material. From fiscal 2013 through October 28, 2017, we have grown our store count of AT&T authorized retailers by over 1,200 stores, primarily through acquisitions. In 2014, we introduced stand-alone collectibles stores and expanded the selection of collectible products in our stores. To further expand our collectibles business, we acquired ThinkGeek in 2015, and we plan to continue investing in this category going forward. We continue to seek to invest in other retail concepts and product lines with the intention of further diversifying our business.

In our discussion of the results of operations, we refer to comparable store sales, which is a measure commonly used in the retail industry and indicates store performance by measuring the growth in sales for certain stores for a particular period over the corresponding period in the prior year. Our comparable store sales are comprised of sales from our Video Game Brands stores, including stand-alone collectible stores, operating for at least 12 full months as well as sales related to our websites and sales we earn from sales of pre-owned merchandise to wholesalers or dealers. Comparable store sales for our international operating segments exclude the effect of changes in foreign currency exchange rates. The calculation of comparable store sales for 13 weeks and 39 weeks ended October 28, 2017 compares the 13 weeks and 39 weeks for the period ended October 28, 2017 to the most closely comparable weeks for the prior year. The method of calculating comparable store sales varies across the retail industry.2022. As a result, GameStop is focused on three overarching goals: establishing omnichannel retail experience, achieving profitability, and leveraging brand equity to support growth.

We are taking the following steps, with a significant emphasis on cost containment:

•Improving margins through operational discipline and increased emphasis on higher margin collectibles and pre-owned product categories;

•Ensuring the Company's cost structure is sustainable relative to revenue, including taking steps to optimize our ~~method of calculating comparable store sales may not be~~workforce to operate efficiently and nimbly;

•Prudently increasing the ~~same as other retailers’ methods. We believe our calculation~~

~~of comparable store sales best represents our strategy as an omnichannel retailer that provides its consumers several ways to access its products.~~

~~Our Technology Brands stores are excluded from the calculation of comparable store sales. We do not consider comparable store sales to be a meaningful metric in evaluating the performance~~size of our ~~Technology Brands stores due to the frequently changing nature of revenue streams~~addressable market by growing our product catalog across PC gaming, collectibles, consumer electronics, toys, augmented reality, virtual reality and ~~commission structures associated with this segment~~other categories that represent natural extensions of our ~~business. Instead, we measure the performance~~business; and

•Sustaining a superior customer experience supported by a seamless in-store and ecommerce experience with speedy delivery to our customers.

As part of our ~~Technology Brands~~efforts to achieve sustained profitability, we continue to evaluate our portfolio of assets to validate their strategic and financial fit and to eliminate redundancies. During the first quarter of fiscal 2023, we began the process of exiting our operations in Ireland, with all stores ~~by using comparable store gross profit, which is calculated using a similar methodology as comparable stores sales, but replacing sales with gross profit~~ in the ~~calculation. Our method~~region closing in the second quarter of ~~calculating comparable store gross profit~~fiscal 2023. While we expect our cost containment efforts to yield reductions in SG&A expenses in the long term, we have incurred and may ~~not be~~continue to incur severance and other non-recurring costs related to these efforts in the ~~same as other retailers’ methods.~~short term.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

The following table ~~sets forth~~presents certain statement of operations items ~~(in millions)~~ and as a percentage of net ~~sales, for the periods indicated:~~ sales:

13 Weeks Ended 39 Weeks Ended
October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Amount
Percent of
Net Sales
Amount
Percent of
Net Sales
Amount Percent of
Net Sales Amount Percent of
Net Sales
Net sales $ 1,988.6
100.0 % $ 1,959.2
100.0 % $ 5,722.1
100.0 % $ 5,562.5
100.0 %
Cost of sales 1,299.2
65.3
1,251.0
63.9
3,706.5
64.8
3,561.1
64.0
Gross profit 689.4
34.7
708.2
36.1
2,015.6
35.2
2,001.4
36.0
Selling, general and administrative expenses 565.1
28.5
567.1
28.9
1,671.0
29.1
1,606.3
28.9
Depreciation and amortization 36.7
1.8
42.3
2.2
112.3
2.0
124.0
2.2
Operating earnings 87.6
4.4
98.8
5.0
232.3
4.1
271.1
4.9
Interest expense, net 13.9
0.7
14.8
0.7
42.2
0.7
39.2
0.7
Earnings before income tax expense 73.7
3.7
84.0
4.3
190.1
3.4
231.9
4.2
Income tax expense 14.3
0.7
33.2
1.7
49.5
0.9
87.4
1.6
Net income $ 59.4
3.0 % $ 50.8
2.6 % $ 140.6
2.5 % $ 144.5
2.6 %

We include purchasing, receiving and distribution costs in selling, general and administrative expenses ("SG&A") in the statement of operations. We include processing fees associated with purchases made by check and credit cards in cost of sales 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 SG&A. The net effect of these classifications as a percentage of sales has not historically been material.


	Three Months Ended
	July 29, 2023				July 30, 2022				Change
	Amount		Percent of Net Sales		Amount		Percent of Net Sales		$		%
Net sales	$	1,163.8	100.0	%	$	1,136.0	100.0	%	$	27.8	2.4	%
Cost of sales	857.9		73.7		853.8		75.2		4.1		0.5
Gross profit	305.9		26.3		282.2		24.8		23.7		8.4
Selling, general and administrative expenses	322.5		27.7		387.5		34.1		(65.0)		(16.8)
Asset impairments	—		—		2.5		0.2		(2.5)		(100.0)

Operating loss	(16.6)		(1.4)		(107.8)		(9.5)		91.2		84.6
Interest (income) expense, net	(11.6)		(1.0)		(0.3)		—		(11.3)		3,766.7
Other income, net	(2.0)		(0.2)		—		—		(2.0)		100.0
Loss before income taxes	(3.0)		(0.3)		(107.5)		(9.5)		104.5		97.2
Income tax (benefit) expense	(0.2)		—		1.2		0.1		(1.4)		(116.7)
Net loss	$	(2.8)	(0.2)	%	$	(108.7)	(9.6)	%	$	105.9	97.4	%

	Six Months Ended
	July 29, 2023				July 30, 2022				Change
	Amount		Percent of Net Sales		Amount		Percent of Net Sales		$		%
Net sales	$	2,400.9	100.0	%	$	2,514.4	100.0	%	$	(113.5)	(4.5)	%
Cost of sales	1,807.7		75.3		1,933.7		76.9		(126.0)		(6.5)
Gross profit	593.2		24.7		580.7		23.1		12.5		2.2
Selling, general and administrative expenses	668.2		27.8		839.7		33.4		(171.5)		(20.4)
Asset impairments	—		—		2.5		0.1		(2.5)		(100.0)
Operating loss	(75.0)		(3.1)		(261.5)		(10.4)		186.5		71.3
Interest (income) expense, net	(21.3)		(0.9)		0.4		—		(21.7)		(5,425.0)
Other income, net	(0.1)		—		—		—		(0.1)		100.0
Loss before income taxes	(53.6)		(2.2)		(261.9)		(10.4)		208.3		79.5
Income tax (benefit) expense	(0.3)		—		4.7		0.2		(5.0)		(106.4)
Net loss	$	(53.3)	(2.2)	%	$	(266.6)	(10.6)	%	$	213.3	80.0	%

The Three and Six Months Ended July 29, 2023 Compared to the Three and Six Months Ended July 30, 2022

Net Sales

The following ~~tables set forth,~~table presents net sales by significant product ~~category,~~category:


	Three months ended								Six Months Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022
	Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales
Hardware and accessories	$	597.0	51.3	%	$	596.4	52.5	%	$	1,322.8	55.1	%	$	1,270.1	50.5	%
Software	397.0		34.1		316.4		27.9		735.4		30.6		800.1		31.8
Collectibles	169.8		14.6		223.2		19.6		342.7		14.3		444.2		17.7
Total net sales	$	1,163.8	100.0	%	$	1,136.0	100.0	%	$	2,400.9	100.0	%	$	2,514.4	100.0	%

Table of Contents

The following table presents net sales ~~and gross profit information for the periods indicated (dollars in millions):~~

13 Weeks Ended 39 Weeks Ended
October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total

Net
Sales

Percent
of Total
New video game hardware⁽¹⁾
$ 309.5
15.6 % $ 284.4
14.5 % $ 947.8
16.6 % $ 813.7
14.6 %
New video game software 649.9
32.7
616.6
31.5
1,539.7
26.9
1,566.0
28.2
Pre-owned and value video game products 458.5
23.0
470.0
24.0
1,486.5
26.0
1,573.5
28.3
Video game accessories 136.4
6.9
156.0
8.0
456.6
8.0
438.2
7.9
Digital 37.2
1.9
44.7
2.3
127.8
2.2
123.8
2.2
Technology Brands⁽²⁾
194.2
9.8
216.3
11.0
583.9
10.2
558.0
10.0
Collectibles 138.4
6.9
109.4
5.6
375.4
6.6
281.7
5.1
Other⁽³⁾
64.5
3.2
61.8
3.1
204.4
3.5
207.6
3.7
Total $ 1,988.6
100.0 % $ 1,959.2
100.0 % $ 5,722.1
100.0 % $ 5,562.5
100.0 %

13 Weeks Ended 39 Weeks Ended
October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent

Gross
Profit

Gross
Profit
Percent
New video game hardware⁽¹⁾
$ 36.8
11.9 % $ 37.3
13.1 % $ 101.6
10.7 % $ 95.6
11.7 %
New video game software 155.9
24.0
150.0
24.3
351.4
22.8
376.0
24.0
Pre-owned and value video game products 199.7
43.6
218.0
46.4
679.0
45.7
725.2
46.1
Video game accessories 48.5
35.6
49.6
31.8
152.1
33.3
152.4
34.8
Digital 34.1
91.7
35.0
78.3
108.1
84.6
104.7
84.6
Technology Brands⁽²⁾
141.4
72.8
159.6
73.8
424.9
72.8
380.0
68.1
Collectibles 52.7
38.1
39.7
36.3
131.1
34.9
103.0
36.6
Other⁽³⁾
20.3
31.5
19.0
30.7
67.4
33.0
64.5
31.1
Total $ 689.4
34.7 % $ 708.2
36.1 % $ 2,015.6
35.2 % $ 2,001.4
36.0 %


~~(1)~~	~~Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU.~~


~~(2)~~	Includes mobile and consumer electronics sold through our Technology Brands segment, which includes the operations of our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac business.


~~(3)~~	Includes sales of PC entertainment software, interactive game figures, strategy guides, mobile and consumer electronics sold through our Video Game Brands segments, and revenues from PowerUp Pro loyalty members receiving ~~Game Informer~~ ~~magazine in print form.~~

~~13 weeks ended October 28, 2017 compared with the 13 weeks ended October 29, 2016~~

13 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
($ in millions)
Net sales $ 1,988.6
$ 1,959.2
$ 29.4
1.5 %
Cost of sales 1,299.2
1,251.0
48.2
3.9
Gross profit 689.4
708.2
(18.8 ) (2.7 )
Selling, general and administrative expenses 565.1
567.1
(2.0 ) (0.4 )
Depreciation and amortization 36.7
42.3
(5.6 ) (13.2 )
Operating earnings 87.6
98.8
(11.2 ) (11.3 )
Interest expense, net 13.9
14.8
(0.9 ) (6.1 )
Earnings before income tax expense 73.7
84.0
(10.3 ) (12.3 )
Income tax expense 14.3
33.2
(18.9 ) (56.9 )
Net income $ 59.4
$ 50.8
$ 8.6
16.9 %

13 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
Net Sales: ($ in millions)
New video game hardware⁽¹⁾
$ 309.5
$ 284.4
$ 25.1
8.8 %
New video game software 649.9
616.6
33.3
5.4
Pre-owned and value video game products 458.5
470.0
(11.5 ) (2.4 )
Video game accessories 136.4
156.0
(19.6 ) (12.6 )
Digital 37.2
44.7
(7.5 ) (16.8 )
Technology Brands⁽²⁾
194.2
216.3
(22.1 ) (10.2 )
Collectibles 138.4
109.4
29.0
26.5
Other⁽³⁾
64.5
61.8
2.7
4.4
Total $ 1,988.6
$ 1,959.2
$ 29.4
1.5 %

13 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
Gross Profit: ($ in millions)
New video game hardware⁽¹⁾
$ 36.8
$ 37.3
$ (0.5 ) (1.3 )%
New video game software 155.9
150.0
5.9
3.9
Pre-owned and value video game products 199.7
218.0
(18.3 ) (8.4 )
Video game accessories 48.5
49.6
(1.1 ) (2.2 )
Digital 34.1
35.0
(0.9 ) (2.6 )
Technology Brands⁽²⁾
141.4
159.6
(18.2 ) (11.4 )
Collectibles 52.7
39.7
13.0
32.7
Other⁽³⁾
20.3
19.0
1.3
6.8
Total $ 689.4
$ 708.2
$ (18.8 ) (2.7 )%


~~(1)~~	~~Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU.~~


~~(2)~~	Includes mobile and consumer electronics sold through our Technology Brands segment, which includes the operations of our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac business.


~~(3)~~	Includes sales of PC entertainment software, interactive game figures, strategy guides, mobile and consumer electronics sold through our Video Game Brands segments, and revenues from PowerUp Pro loyalty members receiving ~~Game Informer~~ ~~magazine in print form.~~

~~Net Sales~~by reportable segment:


	Three Months Ended								Six Months Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022
	Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales		Net Sales		Percent of Net Sales
United States	$	760.2	65.3	%	$	793.4	69.9	%	$	1,592.6	66.3	%	$	1,788.8	71.1	%
Canada	66.0		5.7		62.3		5.5		128.8		5.4		139.2		5.5
Australia	124.1		10.7		113.9		10.0		239.4		10.0		240.5		9.6
Europe	213.5		18.3		166.4		14.6		440.1		18.3		345.9		13.8
Total net sales	$	1,163.8	100.0	%	$	1,136.0	100.0	%	$	2,400.9	100.0	%	$	2,514.4	100.0	%

Net sales increased ~~$29.4~~$27.8 million, or ~~1.5%~~2.4%, for the ~~13 weeks~~three months ended ~~October 28, 2017~~July 29, 2023 compared to the ~~13 weeks~~prior year.

During the three months ended ~~October~~July 29, ~~2016. The increase in~~2023, net sales ~~was primarily attributable to the positive impact of foreign exchange rate fluctuations of $30.2 million~~in our Europe, Australia, and ~~an increase in comparable store sales of 1.9%~~Canada segments increased by 28.3%, 9.0%, and 5.9% compared to the prior year, ~~quarter.~~while net sales in our United States segment decreased by 4.2% compared to the prior year. The increase in ~~comparable store~~consolidated net sales for the three months ended July 29, 2023 was primarily attributable to a significant software release, as well as increased sales of new gaming hardware in certain international segments, driven by decreased supply constraints in the current year, partially offset by a decline in sales of collectibles.

Net sales decreased $113.5 million, or 4.5%, for the six months ended July 29, 2023 compared to the prior year.

During the six months ended July 29, 2023, net sales in our United States, Canada, and Australia segments decreased by 11.0%, 7.5%, and 0.5%, respectively, compared to the prior year, while net sales in our Europe segment increased by 27.2% compared to the prior year. The decrease in consolidated net sales for the six months ended July 29, 2023 was primarily attributable to a decline in sales of collectibles, a decline in sales of preowned hardware and software, and the translation impact of a stronger U.S. dollar. These impacts were partially offset by an increase in sales of new ~~video game software, collectibles, and new video game~~gaming hardware. The increase in ~~sales in collectibles are a result of the Company's diversification strategy.~~

~~The increase in~~Europe net sales was ~~due~~primarily attributable to ~~the following:~~

New video game software sales increased $33.3 million, or 5.4%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, primarily due to a stronger title line-up in the current year quarter, including those associated with the Nintendo Switch.

Collectibles sales increased $29.0 million, or 26.5%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, due to the growth of collectibles sales in our Video Game Brands stores and the growth in the number of stand-alone collectibles stores.

New video game hardware sales increased $25.1 million, or 8.8%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, primarily due to the launch of the Nintendo Switch in March 2017, which was partially offset by decreases in sales of ~~other consoles as their cycles mature.~~

~~The increases described above were partially offset~~new gaming hardware driven by ~~the following:~~

~~Technology Brands sales~~ decreased $22.1 million, or 10.2%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016. The decrease is primarily due to a slowdown in the wireless upgrade cycle and changes in commission incomesupply constraints in the current year.

~~Video game accessories decreased $19.6~~Gross Profit

During the three months ended July 29, 2023, gross profit increased $23.7 million, or ~~12.6%~~8.4%, ~~for the 13 weeks ended October 28, 2017~~ compared to the ~~13 weeks ended October 29, 2016, due to the launch of the PlayStation VR in the~~ prior ~~year quarter.~~

Pre-owned and value video game product sales decreased $11.5 million, or 2.4%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, primarily due to a decrease in store traffic.

~~Cost of Sales~~

Cost of sales increased $48.2 million, or 3.9%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, primarily as a result of the change in net sales discussed above as well as the changes in gross profit discussed below.

year. Gross ~~Profit~~

~~Gross profit decreased $18.8 million, or 2.7%, for the 13 weeks ended October 28, 2017 compared to the 13 weeks ended October 29, 2016, and gross~~ profit as a percentage of net sales ~~decreased~~increased to ~~34.7% in the current year quarter~~26.3%, compared to 36.1% in the prior year quarter. The decrease in gross profit was driven by decreases of $18.3 million in pre-owned and value video game products and $18.2 million in Technology Brands, partially offset by increases in collectibles of $13.0 million and new video game software of $5.9 million.

The net decrease in gross profit as a percentage of net sales was primarily due to a shift in product mix between categories and a decrease in gross profit percentage in pre-owned and value video game products. The gross profit in pre-owned and value video game products decreased to 43.6% in the 13 weeks ended October 28, 2017 from 46.4% in the 13 weeks ended October 29, 2016, primarily due to promotional activity associated with pre-owned hardware.

~~Selling, General and Administrative Expenses~~

~~SG&A was $565.1 million for the 13 weeks ended October 28, 2017 which was flat compared to $567.1 million for the 13 weeks ended October 29, 2016.~~

~~Income Tax Expense~~

Income tax expense was $14.3 million, representing an effective tax rate of 19.4%, for the 13 weeks ended October 28, 2017, compared to $33.2 million, representing an effective tax rate of 39.5%, for the 13 weeks ended October 29, 2016. The decrease in the effective income tax rate compared to the same period in the prior year was primarily driven by certain discrete tax items recognized in the current year quarter and the relative mix of earnings across the jurisdictions within which we operate.

~~Operating Earnings and Net Income~~

The factors described above led to operating earnings of $87.6 million for the 13 weeks ended October 28, 2017, or a $11.2 million decrease from operating earnings of $98.8 million for the 13 weeks ended October 29, 2016. Net income was $59.4 million for the 13 weeks ended October 28, 2017, which represented a 16.9% increase from net income of $50.8 million for the 13 weeks ended October 29, 2016.

~~39 weeks ended October 28, 2017 compared with the 39 weeks ended October 29, 2016~~

39 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
($ in millions)
Net sales $ 5,722.1
$ 5,562.5
$ 159.6
2.9 %
Cost of sales 3,706.5
3,561.1
145.4
4.1
Gross profit 2,015.6
2,001.4
14.2
0.7
Selling, general and administrative expenses 1,671.0
1,606.3
64.7
4.0
Depreciation and amortization 112.3
124.0
(11.7 ) (9.4 )
Operating earnings 232.3
271.1
(38.8 ) (14.3 )
Interest expense, net 42.2
39.2
3.0
7.7
Earnings before income tax expense 190.1
231.9
(41.8 ) (18.0 )
Income tax expense 49.5
87.4
(37.9 ) (43.4 )
Net income $ 140.6
$ 144.5
$ (3.9 ) (2.7 )%

39 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
Net Sales: ($ in millions)
New video game hardware⁽¹⁾
$ 947.8
$ 813.7
$ 134.1
16.5 %
New video game software 1,539.7
1,566.0
(26.3 ) (1.7 )
Pre-owned and value video game products 1,486.5
1,573.5
(87.0 ) (5.5 )
Video game accessories 456.6
438.2
18.4
4.2
Digital 127.8
123.8
4.0
3.2
Technology Brands⁽²⁾
583.9
558.0
25.9
4.6
Collectibles 375.4
281.7
93.7
33.3
Other⁽³⁾
204.4
207.6
(3.2 ) (1.5 )
Total $ 5,722.1
$ 5,562.5
$ 159.6
2.9 %

39 Weeks Ended Change
October 28, 2017 October 29, 2016 $ %
Gross Profit: ($ in millions)
New video game hardware⁽¹⁾
$ 101.6
$ 95.6
$ 6.0
6.3 %
New video game software 351.4
376.0
(24.6 ) (6.5 )
Pre-owned and value video game products 679.0
725.2
(46.2 ) (6.4 )
Video game accessories 152.1
152.4
(0.3 ) (0.2 )
Digital 108.1
104.7
3.4
3.2
Technology Brands⁽²⁾
424.9
380.0
44.9
11.8
Collectibles 131.1
103.0
28.1
27.3
Other⁽³⁾
67.4
64.5
2.9
4.5
Total $ 2,015.6
$ 2,001.4
$ 14.2
0.7 %


~~(1)~~	~~Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU.~~


~~(2)~~	Includes mobile and consumer electronics sold through our Technology Brands segment, which includes the operations of our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac business.


~~(3)~~	Includes sales of PC entertainment software, interactive game figures, strategy guides, mobile and consumer electronics sold through our Video Game Brands segments, and revenues from PowerUp Pro loyalty members receiving ~~Game Informer~~ ~~magazine in print form.~~

~~Net Sales~~

Net sales increased $159.6 million, or 2.9%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016. The increase in net sales was primarily attributable to an increase in comparable store sales of 2.1% compared to the prior year period and an increase in sales in Technology Brands, as well as the positive impact of foreign exchange rate fluctuations of $22.9 million. The increase in comparable store sales was driven by an increase in sales of new video game hardware, collectibles and video game accessories. The increase in sales in Technology Brands and collectibles are a result of the Company's diversification strategy.

~~The increase in net sales was due to the following:~~

New video game hardware sales increased $134.1 million, or 16.5%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily due to the launch of the Nintendo Switch in March 2017, which was partially offset by decreases in sales of other consoles as their cycles mature.

Collectibles sales increased $93.7 million, or 33.3%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, due to the growth of collectibles sales in our Video Game Brands stores and the growth in the number of stand-alone collectibles stores.

Technology Brands sales increased $25.9 million, or 4.6%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily due to the acquisition of stores in the second half of fiscal 2016 within the Technology Brands segment, partially offset by a slowdown in the wireless upgrade cycle and changes in commission income in the current year.

Video game accessories increased $18.4 million, or 4.2%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily due to the recent release of the Nintendo Switch.

~~The increases described above were partially offset by the following:~~

Pre-owned and value video game product sales decreased $87.0 million, or 5.5%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily due to the decrease in store traffic as a result of weaker new release titles in the current year period.

New video game software sales decreased $26.3 million, or 1.7%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily due to weaker new title releases in the current year period, partially offset by sales of new video game software associated with the Nintendo Switch.

~~Cost of Sales~~

Cost of sales increased $145.4 million, or 4.1%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, primarily as a result of the change in net sales discussed above as well as the changes in gross profit discussed below.

~~Gross Profit~~

Gross profit increased $14.2 million, or 0.7%, for the 39 weeks ended October 28, 2017 compared to the 39 weeks ended October 29, 2016, and gross profit as a percentage of net sales was 35.2% in the current year period compared to 36.0% in the same period24.8% in the prior year. The increase in gross profit ~~was driven by increases of $44.9 million in Technology Brands,~~is primarily attributable to increased net sales, specifically related to ~~the growth through acquisitions, $28.1 million in collectibles and $6.0 million in~~ new ~~video game hardware. These increases were~~gaming hardware, partially offset by ~~decreases of $46.2~~a shift in product mix to lower margin categories.

During the six months ended July 29, 2023, gross profit increased $12.5 million, ~~in pre-owned and value video game products and $24.6 million in new video game software.~~

~~The net decrease in gross~~or 2.2%, compared to the prior year. Gross profit as a percentage of net sales ~~was due~~increased to ~~product mix shift between categories and the following product margin rate variances:~~

~~New video game software decreased~~24.7%, compared to ~~22.8%~~23.1% in the 39 weeks ended October 28, 2017 from 24.0% in the 39 weeks ended October 29, 2016, primarily due to lower cooperative advertising funds as a percentage of sales associated with weaker new title releases in the current year period.

~~New video game hardware decreased to 10.7% in the 39 weeks ended October 28, 2017 from 11.7% in the 39 weeks ended October 29, 2016.~~

~~These decreases~~prior year. The increase in gross profit is primarily attributable to a decrease in freight expenses as a ~~percentage~~result of ~~net sales were~~lower ecommerce volume and added cost optimizations, partially offset by ~~an increase~~the impact of lower net sales and a shift in ~~Technology Brands gross margin to 72.8% in the 39 weeks ended October 28, 2017~~product mix from ~~68.1% in the 39 weeks ended October 29, 2016, due to the growth in the number of Spring Mobile stores, which carry higher gross margin than the other businesses inside Technology Brands.~~pre-owned gaming hardware and collectibles into new gaming hardware.

Selling, General and Administrative Expenses

During the three and six months ended July 29, 2023, SG&A ~~increased $64.7~~expenses decreased $65.0 million and $171.5 million, or ~~4.0%~~16.8% and 20.4%, ~~for the 39 weeks ended October 28, 2017~~respectively, compared to the ~~39 weeks ended October 29, 2016. The increase was primarily due to the growth of the Technology Brands segment stores in the second half of fiscal 2016, which have higher~~prior year. SG&A expenses as a percentage of sales ~~than~~decreased to 27.7% and 27.8%, respectively, during the ~~other segments.~~three and six months ended July 29, 2023 compared to 34.1% and 33.4% in the prior periods.

The decline in SG&A expenses for the three and six months ended July 29, 2023 is primarily attributable to a reduction in labor-related and consulting service costs driven by our focus on cost structure optimization.

Interest (Income) Expense, net

During the three and six months ended July 29, 2023, we recognized net interest income of $11.6 million and $21.3 million, respectively, compared to net interest income of $0.3 million for the three months ended July 30, 2022 and net interest expense of $0.4 million for the six months ended July 30, 2022. The impact is primarily attributable to interest income increasing as a result of higher returns on invested cash, cash equivalents and marketable securities.

Table of Contents

Income Tax ~~Expense~~

~~Income~~We recognized income tax benefit of $0.2 million for the three months ended July 29, 2023 compared to an income tax expense ~~was $49.5~~of $1.2 million ~~representing an effective tax rate of 26.0%,~~ for the ~~39 weeks ended October 28, 2017, compared to $87.4 million, representing an effective tax rate of 37.7%, for the 39 weeks ended October 29, 2016. The decrease~~same period in ~~the~~2022. Our effective income tax rate was 6.7% for the three months ended July 29, 2023 compared to (1.1)% for the same period in 2022. Our effective income tax rate for the ~~prior year was~~three months ended July 29, 2023 is due to the recognition of tax benefits on certain current period losses offset by forecasted income taxes due in certain foreign and state jurisdictions in which we operate. Our effective income tax rate for the three months ended July 30, 2022 is primarily ~~driven by~~due to not recognizing tax benefits on certain ~~discrete tax items recognized~~current period losses as well as forecasted income taxes due in ~~the current year period~~certain foreign and ~~the relative mix of earnings across the~~state jurisdictions ~~within~~in which we operate.

~~Operating Earnings and Net Income~~

~~The factors described above led to operating earnings~~We recognized income tax benefit of ~~$232.3~~$0.3 million for the ~~39 weeks~~six months ended ~~October 28, 2017, or a 14.3% decrease from operating earnings~~July 29, 2023 compared to an income tax expense of ~~$271.1~~$4.7 million for the ~~39 weeks ended October 29, 2016. Net~~same period in 2022. Our effective income tax rate was ~~$140.6 million~~0.6% for the ~~39 weeks~~six months ended ~~October 28, 2017, which represented a 2.7% decrease from net income of $144.5 million~~July 29, 2023 compared to (1.8)% for the ~~39 weeks~~same period in 2022. Our effective income tax rate for the six months ended ~~October~~July 29, ~~2016.~~

~~SEGMENT PERFORMANCE~~

~~We report our business~~2023 is due to the recognition of tax benefits on certain current period losses offset by forecasted income taxes due in ~~the following segments: Video Game Brands, which consists of four geographic segments~~certain foreign and state jurisdictions in ~~the United States, Canada, Australia and Europe, and Technology Brands. We identified these segments based on a combination of geographic areas, the methods with~~ which we ~~analyze performance, the way in which our sales and profits are derived and how we divide management responsibility.~~operate. Our sales and profits are driven through our physical stores, which are highly integrated with our e-commerce, digital and mobile businesses. Due to this integration, our physical stores are the basis for our segment reporting. Each of the Video Game Brands segments consists primarily of retail operations, with all stores engaged in the sale of new and pre-owned video game hardware, software and accessories (which we refer to as video game products), new and pre-owned mobile devices, related accessories and collectibles. These products are substantially the same regardless of geographic location, with the primary differences in merchandise carried being the timing of the release of new products or technologies in the various segments.

With our presence in international markets, we have operations in several foreign currencies, including the Euro, Australian dollar, New Zealand dollar, Canadian dollar, Swiss franc, Danish kroner, Swedish krona, and the Norwegian kroner.

~~Operating earnings (loss) by operating segment, defined as~~effective income ~~(loss) from operations before intercompany royalty fees, net interest expense and income taxes, and net sales by reportable unit in U.S. dollars were as follows (in millions):~~

~~13 weeks ended October 28, 2017 compared with the 13 weeks ended October 29, 2016~~

As of and for the 13 Weeks Ended October 28, 2017
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 1,188.0
$ 97.1
$ 156.2
$ 353.1
$ 194.2
$ 1,988.6
Operating earnings $ 52.2
$ 3.2
$ 5.3
$ 8.9
$ 18.0
$ 87.6
Segment operating data:
Store count 3,905
321
470
1,260
1,506
7,462
Comparable store sales⁽¹⁾
0.6 % 6.7 % 6.1 % 3.4 % n/a
1.9 %

As of and for the 13 Weeks Ended October 29, 2016
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 1,195.2
$ 86.8
$ 139.4
$ 321.5
$ 216.3
$ 1,959.2
Operating earnings $ 59.1
$ 3.9
$ 3.5
$ 8.8
$ 23.5
$ 98.8
Segment operating data:
Store count 3,955
322
457
1,283
1,569
7,586
Comparable store sales⁽¹⁾
(8.4 )% (11.4 )% 0.1 % (0.5 )% n/a
(6.5 )%

~~(1)~~

Our Technology Brands stores are excluded from the calculation of comparable store sales as we do not consider it to be a meaningful metric in evaluating their performance due to the frequently changing nature of revenue streams and commission structures associated with this segment of our business. Instead, we measure the performance of our Technology Brands stores by using comparable store gross profit, which is calculated using a similar methodology as comparable store sales, but replacing sales with gross profit in the calculation. During the 13 weeks ended October 28, 2017, comparable store gross profit for our Technology Brands stores declined 16.3%.

~~Video Game Brands~~

~~United States~~

Segment results for Video Game Brands in the United States include retail GameStop operations in 50 states, the District of Columbia and Guam, the electronic commerce websites www.gamestop.com and www.thinkgeek.com, ~~Game Informer~~ ~~magazine; and Kongregate, a web and mobile gaming platform that we sold in July 2017. Net sales~~tax rate for the ~~13 weeks~~six months ended ~~October 28, 2017 decreased $7.2 million, or 0.6%, compared to the 13 weeks ended October 29, 2016,~~July 30, 2022 is primarily due to the impact of the sale of Kongregate, partially offset by a 0.6% increase in comparable store sales. The increase in comparable store sales was primarily the result of an increase in sales of collectibles, new video game hardware and new video game software, partially offset by a decrease in sales of pre-owned and value video game products and video game accessories. Operating earnings for the 13 weeks ended October 28, 2017 decreased $6.9 million compared to the prior year quarter. The decrease in operating earnings was primarily a result of a decrease in gross profit, mainly due to the decline in sales of pre-owned and value video game products.

~~Canada~~

Segment results for Canada include retail and e-commerce operations in Canada. Net sales in the Canadian segment for the 13 weeks ended October 28, 2017 increased $10.3 million, or 11.9%, compared to the 13 weeks ended October 29, 2016, primarily due to a 6.7% increase in comparable store sales and the positive impact of foreign exchange rate fluctuations of $4.7 million. The increase in comparable store sales was primarily driven by the launch of the Nintendo Switchnot recognizing tax benefits on certain current period losses as well as ~~an increase~~forecasted income taxes due in ~~sales of collectibles. Operating earnings for the 13 weeks ended October 28, 2017 decreased $0.7 million compared~~certain foreign and state jurisdictions in which we operate.

See Part I, Item 1 "Notes to the ~~prior year quarter.~~Condensed Consolidated Financial Statements", Note 9, "Income Taxes," for additional information.

~~Australia~~

Segment results for Australia include retail and e-commerce operations in Australia and New Zealand. Net sales in the Australian segment for the 13 weeks ended October 28, 2017 increased $16.8 million, or 12.1%, compared to the 13 weeks ended October 29, 2016. The increase in net sales was primarily the result of an increase in comparable store sales of 6.1%, the positive impact of foreign exchange rate fluctuations of $5.5 million and the opening of 14 new Zing branded collectibles stores since the prior year quarter. The increase in comparable store sales was primarily driven by the launch of the Nintendo Switch and an increase in sales of collectibles. Operating earnings for the 13 weeks ended October 28, 2017 increased $1.8 million compared to the prior year quarter.

~~Europe~~

Segment results for Europe include retail and e-commerce operations in 10 European countries. Net sales in the European segment for the 13 weeks ended October 28, 2017 increased $31.6 million, or 9.8%, compared to the 13 weeks ended October 29, 2016, primarily due to an increase in comparable store sales of 3.4% and the positive impact of foreign exchange rate fluctuations of $20.0 million. The increase in comparable store sales was driven by the launch of the Nintendo Switch and an increase in sales of collectibles. Operating earnings for the 13 weeks ended October 28, 2017 were up slightly compared to the prior year quarter.

~~Technology Brands~~

Segment results for the Technology Brands segment include our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac business. Net sales for the 13 weeks ended October 28, 2017 decreased $22.1 million, or 10.2%, compared to the prior year quarter, as a result of the slowdown in the wireless upgrade cycle and changes in commission income which resulted in a 16.3% decline in comparable store gross profit. Operating earnings for the 13 weeks ended October 28, 2017 decreased $5.5 million compared to the prior year quarter.

~~39 weeks ended October 28, 2017 compared with the 39 weeks ended October 29, 2016~~

As of and for the 39 Weeks Ended October 28, 2017
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 3,545.3
$ 256.9
$ 438.2
$ 897.8
$ 583.9
$ 5,722.1
Operating earnings (loss) $ 175.3
$ 5.1
$ 10.2
$ (2.4 ) $ 44.1
$ 232.3
Segment operating data:
Store count 3,905
321
470
1,260
1,506
7,462
Comparable store sales⁽¹⁾
(1.1 )% 10.9 % 10.4 % 9.3 % n/a
2.1 %

As of and for the 39 Weeks Ended October 29, 2016
United
States
Canada Australia Europe Technology Brands Consolidated
Net sales $ 3,586.5
$ 231.2
$ 376.6
$ 810.2
$ 558.0
$ 5,562.5
Operating earnings (loss) $ 204.7
$ 8.9
$ 7.0
$ (5.7 ) $ 56.2
$ 271.1
Segment operating data:
Store count 3,955
322
457
1,283
1,569
7,586
Comparable store sales⁽¹⁾
(8.9 )% (9.2 )% (1.4 )% (4.0 )% n/a
(7.6 )%

~~(1)~~

Our Technology Brands stores are excluded from the calculation of comparable store sales as we do not consider it to be a meaningful metric in evaluating their performance due to the frequently changing nature of revenue streams and commission structures associated with this segment of our business. Instead, we measure the performance of our Technology Brands stores by using comparable store gross profit, which is calculated using a similar methodology as comparable store sales, but replacing sales with gross profit in the calculation. During the 39 weeks ended October 28, 2017, comparable store gross profit for our Technology Brands stores declined 16.2%.

~~Video Game Brands~~

~~United States~~

Segment results for Video Game Brands in the United States include retail GameStop operations in 50 states, the District of Columbia and Guam, the electronic commerce websites www.gamestop.com and www.thinkgeek.com, ~~Game Informer~~ magazine and Kongregate, a platform for web and mobile gaming which we sold in July 2017. Net sales for the 39 weeks ended October 28, 2017 decreased $41.2 million, or 1.1%, compared to the 39 weeks ended October 29, 2016, primarily due to a 1.1% decrease in comparable store sales. The decrease in comparable store sales was primarily the result of a decrease in sales of pre-owned and value video game products and new video game software, partially offset by an increase in sales of collectibles and new video game hardware. Operating earnings for the 39 weeks ended October 28, 2017 decreased $29.4 million compared to the prior year period. The decrease in operating earnings was primarily a result of a decrease in gross profit, mainly due to the decline in sales of pre-owned and value video game products and new video game software and their gross margins, partially offset by a $7.3 million gain on the sale of Kongregate and lower depreciation and amortization expense.

~~Canada~~

Segment results for Canada include retail and e-commerce operations in Canada. Net sales in the Canadian segment for the 39 weeks ended October 28, 2017 increased $25.7 million, or 11.1%, compared to the 39 weeks ended October 29, 2016, primarily due to a 10.9% increase in comparable store sales and the positive impact of foreign exchange rate fluctuations of $2.8 million. This increase in comparable store sales was primarily driven by the launch of the Nintendo Switch as well as an increase in sales of collectibles, partially offset by a decline in sales of pre-owned and value video game products. Operating earnings for the 39 weeks ended October 28, 2017 decreased $3.8 million compared to the prior year period, primarily driven by a decline in gross profit associated with a decline in pre-owned and value video game sales and their gross margin.

~~Australia~~

Segment results for Australia include retail and e-commerce operations in Australia and New Zealand. Net sales in the Australian segment for the 39 weeks ended October 28, 2017 increased $61.6 million, or 16.4%, compared to the 39 weeks ended October 29, 2016. The increase in net sales was primarily the result of an increase in comparable store sales of 10.4%, the positive impact of foreign exchange rate fluctuations of $11.9 million, and the opening of 14 new Zing branded collectibles stores since the prior year period. The increase in comparable store sales was primarily driven by the launch of the Nintendo Switch and an increase in the sales of collectibles. Operating earnings for the 39 weeks ended October 28, 2017 increased $3.2 million driven by an increase in sales offset by an increase in costs associated with the expansion of our collectibles store base.

~~Europe~~

Segment results for Europe include retail operations and e-commerce operations in 10 European countries. Net sales in the European segment for the 39 weeks ended October 28, 2017 increased $87.6 million, or 10.8%, compared to the 39 weeks ended October 29, 2016, primarily due to an increase in comparable store sales of 9.3% and the positive impact of foreign exchange rate fluctuations of $8.2 million. The increase in comparable store sales was primarily driven by the launch of the Nintendo Switch and an increase in sales of pre-owned and value video game products and collectibles. Operating loss for the 39 weeks ended October 28, 2017 decreased $3.3 million compared to the prior year period primarily due to an increase in gross profit.

~~Technology Brands~~

Segment results for the Technology Brands segment include our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac business. Net sales for the 39 weeks ended October 28, 2017 increased $25.9 million, or 4.6%, compared to the 39 weeks ended October 29, 2016, as a result of acquisition activity in the second half of fiscal 2016. The increase in sales was partially offset by a slowdown in the wireless upgrade cycle and changes in commission income in the current year period which resulted in a 16.2% decline in comparable store gross profit. Operating earnings for the 39 weeks ended October 28, 2017 decreased $12.1 million compared to the prior year period, primarily due to the decline in comparable store gross profit.

LIQUIDITY AND CAPITAL RESOURCES

~~Overview~~Cash, cash equivalents and marketable securities

~~Based~~


	July 29, 2023		July 30, 2022		January 28, 2023
Cash and cash equivalents	$	894.7	$	908.9	$	1,139.0
Marketable securities	300.0		—		251.6
Cash, cash equivalents and marketable securities	$	1,194.7	$	908.9	$	1,390.6

Sources of Liquidity; Uses of Capital

Our principal sources of liquidity are cash from operations, cash on ~~our current operating plans, we believe that available cash balances, cash generated~~hand, and borrowings from the capital markets, which include our ~~operating activities and funds available under our $420 million asset-based~~ revolving credit facility together will provide sufficient liquidity to fund our operations, store openings and remodeling activities and corporate capital allocation programs, including acquisitions, debt or share repurchases, and the payment of dividends declared by the Board of Directors, for at least the next 12 months.

facilities. As of ~~October 28, 2017,~~July 29, 2023, we had total unrestricted cash and cash equivalents on hand of ~~$454.7~~$894.7 million, marketable securities of $300.0 million, and an additional ~~$392.4~~$439.4 million of effective available borrowing capacity under our revolving credit facilities.

Our cash and cash equivalents are carried at fair value and consist primarily of U.S. government bonds and notes, money market funds, cash deposits with commercial banks, and highly rated direct short-term instruments that mature in 90 days or less. Our marketable securities are also carried at fair value and include investments in certain highly-rated short-term government bonds and notes, as well as time deposits, that mature in less than one year. Our investment policy is designed to preserve principal and liquidity of our short-term investments.

In the ~~Revolver.~~ third quarter of fiscal 2022, the Company opened investment portfolios consisting of U.S. government treasury notes and bills. Additionally, in the second quarter of fiscal 2023 the Company invested in time deposits. As of July 29, 2023, the investment portfolios aggregate balance was $301.0 million, of which $300.0 million are recognized in marketable securities and $1.0 million are recognized in cash and cash equivalents on our Condensed Consolidated Balance Sheets. See Item 1, Part I, "Notes to the Consolidated Financial Statements", Note 4, "Fair Value Measurements," for additional information.

On an ongoing basis, we evaluate and consider certain strategic ~~acquisitions,~~operating alternatives, including divestitures, ~~repurchasing shares~~restructuring or dissolution of unprofitable business segments, uses for our ~~common stock or our outstanding debt obligations,~~excess cash in low-risk, short-term investments, as well as ~~other transactions~~equity and debt financing alternatives that we believe may enhance stockholder value. ~~These transactions may require cash expenditures that may be funded through a combination of cash on hand, debt or equity offerings, or borrowings on our Revolver.~~ The nature, amount ~~nature~~ and timing of any ~~borrowings~~strategic operational change, or ~~sales of debt or equity securities~~financing transactions that we might pursue will depend on a variety of factors, including, as of the applicable time, our available cash and liquidity and operating ~~performance and other circumstances;~~performance; our ~~then-current~~ commitments and obligations; ~~the amount, nature and timing of~~ our capital requirements; ~~any~~ limitations imposed byunder our ~~current~~ credit arrangements; and overall market conditions.

Some of our vendors have requested and may continue to request credit support collateral for our inventory purchase obligations and the levels of such collateral will depend on a variety of factors including our inventory purchase levels, available payment terms for inventories, availability of borrowing capacity under our credit facilities, favorable credit terms and costs of providing collateral.

In fiscal 2021, the six separate unsecured term loans held by our French subsidiary, Micromania SAS, for a total of €40.0 million were extended for five years. As of July 29, 2023, $34.6 million remains outstanding.

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In November 2021, we entered into a credit agreement for a secured asset-based credit facility comprised of a $500 million revolving line of credit which matures in November 2026 ("2026 Revolver"). The 2026 Revolver includes a $50 million swing loan revolving sub-facility, a $50 million Canadian revolving sub-facility, and a $250 million letter of credit sublimit.

As of the end of the second quarter of 2023, based on our borrowing base and amounts reserved for outstanding letters of credit, total effective availability under the 2026 Revolver was $439.4 million, with no outstanding borrowings. As of July 29, 2023, outstanding standby letters of credit are $10.6 million.

Separate from the 2026 Revolver, we maintain uncommitted facilities with certain lenders that provide for the issuance of letters of credit and bank guarantees, at times supported by cash collateral. As of July 29, 2023, we had bank guarantees outstanding in the amount of $13.6 million outside of the 2026 Revolver.

Cash Flows


	Six Months Ended
	July 29, 2023		July 30, 2022		Change
Cash used in operating activities	$	(211.8)	$	(407.3)	$	195.5
Cash (used in) provided by investing activities	(58.9)		46.0		(104.9)
Cash used in financing activities	(5.5)		(3.0)		(2.5)
Exchange rate effect on cash, cash equivalents and restricted cash	(4.6)		1.4		(6.0)
Decrease in cash, cash equivalents and restricted cash	$	(280.8)	$	(362.9)	$	82.1

Operating Activities

During the ~~39 weeks~~six months ended ~~October 28, 2017,~~July 29, 2023, cash ~~used in operations was $17.1~~flows from operating activities were an outflow of $211.8 million, compared ~~to cash provided by operations~~with an outflow of ~~$131.6~~$407.3 million during the ~~39 weeks~~same period last year. Cash used in operating activities during the six months ended ~~October~~July 29, ~~2016. The~~2023 was primarily due to a decrease in ~~cash provided~~accounts payable and accrued liabilities, as well the impact of our net loss, partially offset by ~~operations of $148.7 million~~a reduction in accounts receivable. Cash used in operating activities during the six months ended July 30, 2022 was primarily ~~attributable~~due to a decrease in accounts payable and accrued liabilities related to overhead and inventory, as well as the ~~timing~~impact of ~~inventory purchases and vendor payments.~~our net loss.

Investing Activities

Cash flows from investing activities were an outflow of $58.9 million during the six months ended July 29, 2023 compared to an inflow of $46.0 million during the same period last year. Cash used in investing activities ~~was $40.9 million~~ during the ~~39 weeks~~six months ended ~~October 28, 2017, compared to $541.5 million during the the 39 weeks ended October~~July 29, ~~2016. The $500.6 million decrease in cash used in investing activities is~~2023 was primarily attributable to ~~higher acquisition activity in our Technology Brands segment in~~purchases of marketable securities and ongoing technological investments, partially offset by proceeds from sales and maturities of marketable securities. Cash provided by investing activities during the ~~prior year period combined with lower capital expenditures in the current year period. In addition, we received net~~six months ended July 30, 2022 was primarily attributable to proceeds ~~of $51.2 million~~ from the sale of ~~Kongregate~~digital assets, partially offset by technological investments, and investments in supply chain efficiencies.

Financing Activities

Cash flows from financing activities were an outflow of $5.5 million during the six months ended July ~~2017.~~

29, 2023 compared to an outflow of $3.0 million during the comparable prior year period. Cash used in financing activities ~~was $163.9 million~~ during the ~~39 weeks~~six months ended July 29, 2023 was attributable to the repayments on our government-guaranteed low interest French term loans due October ~~28, 2017, compared to cash provided by~~2022 through October 2026 and the settlement of stock-based awards. Cash used in financing activities ~~of $296.8 million~~ during the ~~39 weeks~~six months ended ~~October 29, 2016. The change is primarily due~~July 30, 2022 was attributable to ~~the issuance~~settlement of ~~our $475.0 million 2021 Senior Notes, in March 2016.~~

~~Sources of Liquidity~~

We utilize cash generated from operations and have funds available to us under our revolving credit facility to cover seasonal fluctuations in cash flows and to support our various growth initiatives. Our cash and cash equivalents are carried at cost and consist primarily of time deposits with commercial banks.

As of October 28, 2017, we maintained an existing $400.0 million asset-backed revolving credit facility ("Revolver"), including a $50.0 million letter of credit sublimit, that was set to expire on March 25, 2019. The Revolver has an expansion feature to allow for an additional $200.0 million if certain conditions are met. Availability under the Revolver is subject to a monthly borrowing base calculation. We are required to pay a commitment fee of 0.25% for any unused portion of the total commitment under the Revolver. The per annum interest is variable and is based on the London Interbank Offered (“LIBO”) rate or the prime rate, in each case plus an applicable margin. As of October 28, 2017, our applicable margins were 0.25% for prime rate loans and 1.25% for LIBO rate loans. Total availability under the Revolver was $392.4 million as of October 28, 2017, with no outstanding borrowings and outstanding standby letters of credit of $7.5 million.

On November 20, 2017, we entered into a second amendment to our Revolver (“Amended Revolver”). The Amended Revolver increases the borrowing base capacity up to $420.0 million and extends the maturity date from March 2019 to November 2022. The Amended Revolver maintains the existing $200.0 million expansion feature and allows for an incremental $50.0 million first-in, last-out facility. The applicable margins for prime rate loans are reduced from a range of 0.25% to 0.75% to a range of 0.25% to 0.50% and, for LIBO rate loans, reduced from a range of 1.25% to 1.75% to a range of 1.25% to 1.50%. Other terms and covenants under the Amended Revolver remain substantially unchanged.

In March 2016, we issued the $475.0 million aggregate principal amount of unsecured 6.75% senior notes due March 15, 2021 (the "2021 Senior Notes"). Interest is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds from the offering were used for general corporate purposes, including acquisitions and dividends.

In September 2014, we issued $350.0 million aggregate principal amount of unsecured 5.50% senior notes due October 1, 2019 (the "2019 Senior Notes," and together with the 2021 Senior Notes, the “Senior Notes”). Interest is payable semi-annually in arrears on April 1 and October 1 of each year. The net proceeds from the offering were used for general corporate purposes, including acquisitions and dividends.

The agreement governing our Revolver and the indentures governing our Senior Notes place certain restrictions on us and our subsidiaries, including, among others, limitations on asset sales, additional liens, investments, incurrence of additional debt and share repurchases. In addition, the indentures governing our Revolver and Senior Notes contain customary events of default, including, among others, payment defaults, breaches of covenants and certain events of bankruptcy, insolvency and reorganization. The Revolver is also subject to a fixed charge coverage ratio covenant if excess availability is below certain thresholds. We are currently in compliance with all covenants under our indentures governing the Senior Notes and our Revolver.

~~See Note 4, “Debt,” to our consolidated financial statements for additional information related to our Revolver and Senior Notes.~~

In September 2007, our Luxembourg subsidiary entered into a discretionary $20 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 our foreign subsidiaries for use primarily as a bank overdraft facility for short-term liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of October 28, 2017, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $9.9 million.

~~Uses of Capital~~

Our future capital requirements will depend upon the timing and extent of our ongoing investments in our strategic initiatives as well as the number of new stores we open and the timing of those openings within a given fiscal year.

Capital expenditures for fiscal 2017 are projected to be approximately $110 million to $120 million, used primarily to invest in our distribution and information systems and digital initiatives in support of our operations; new store openings and store remodels; and continued growth of our Technology Brands businesses.

On March 1, 2017, our Board of Directors authorized an increase in our annual cash dividend from $1.48 to $1.52 per share of Class A Common Stock, which represents an increase of 2.7%. On September 21, 2017, we made quarterly dividend payments of $0.38 per share of Class A Common Stock to stockholders of record on September 8, 2017. Additionally, on ~~November 17, 2017~~, our Board of Directors approved a quarterly cash dividend to our stockholders of $0.38 per share of Class A Common Stock payable on December 12, 2017 to stockholders of record at the close of business on December 1, 2017. Future dividends will be subject to approval by our Board of Directors.

stock-based awards.

CRITICAL ACCOUNTING POLICIES

Our ~~unaudited~~condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and ~~do not include all~~exclude certain disclosures required under GAAP for complete consolidated financial statements. Preparation of these statements requires us to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these condensed consolidated financial statements. For a summary of significant accounting policies and the means by which we develop estimates thereon, see “Part II—Item 7.7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2016~~2022 Annual Report on Form 10-K. ~~Other than the adoption of Accounting Standard Update 2016-16, as described in Note 1, "General Information," to our unaudited condensed consolidated financial statements, there~~There have been no material changes to our critical accounting policies from those included in our ~~2016~~2022 Annual Report on Form 10-K.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~See~~ We did not adopt any Accounting Standard Updates (“ASU”) in the second quarter of fiscal 2023. Additionally, there are no current ASUs issued, but not adopted, that are expected to have a material impact on the Company.

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OFF-BALANCE SHEET ARRANGEMENTS

We had no material off-balance sheet arrangements as of July 29, 2023 other than those disclosed in Part I, Item 1 "Notes to the Condensed Consolidated Financial Statements", Note ~~1 to~~5 "Debt" and Note 6 "Commitments and Contingencies" of our ~~unaudited~~ condensed consolidated financial statements ~~included in this Quarterly Report on Form 10-Q~~ for ~~a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.~~additional information.

~~DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS~~

This Quarterly Report on Form 10-Q and other oral and written statements made by us to the public contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 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. Please refer to the "Disclosure Regarding Forward-looking Statements" and "Risk Factors" sections in our 2016 Annual Report on Form 10-K as well as Item 1A of Part II of this Quarterly Report on Form 10-Q for a description of these risks and uncertainties.

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



~~ITEM 3.~~	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes into our quantitative and qualitative disclosures about market risk as set forth in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risks" in our ~~2016~~2022 Annual Report on Form 10-K.



~~ITEM 4.~~	ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of ourOur disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange ~~Act) at the~~Act of 1934 (the "Exchange Act")) are designed to provide reasonable assurance ~~level. Based on this evaluation,~~that required disclosures in the reports that we file or submit under the Exchange Act have been appropriately recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and are effective in ensuring that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, ~~concluded that,~~as appropriate, to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report ~~our disclosure controls~~ and, ~~procedures are designed to provide reasonable assurance of achieving their objectives and~~based on that evaluation, determined that our disclosure controls and procedures ~~are~~were effective as of July 29, 2023 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 our periodic reports.

Changes in Internal Control ~~Over~~over Financial Reporting

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

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PART II — OTHER INFORMATION



~~ITEM 1.~~	ITEM 1. LEGAL PROCEEDINGS

InThe matters described in Part I, Item 1 "Notes to the ~~ordinary course of our business, we~~Condensed Consolidated Financial Statements", Note 6 "Commitments and Contingencies - Legal Proceedings" in this Quarterly Report on Form 10-Q are from time to time, subject to various legal proceedings, including matters involving wage and hour employee class actions and consumer class actions. We 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 our stockholders. We do not believe that any such existing legal proceedings or settlements, individually or in the aggregate, will have a material effect on our financial condition, results of operations or liquidity.incorporated by reference.

Certain of our French subsidiaries have been under audit by the French Tax Administration (the "FTA") for fiscal years 2008 through 2015. We received tax reassessment notices on December 23, 2015 and April 4, 2016, pursuant to which the FTA asserted that the French subsidiaries were ineligible to claim certain tax deductions from November 4, 2008, through January 31, 2013, resulting in a potential additional tax charge of approximately €85.5 million. We may receive additional tax reassessments in material amounts for subsequent fiscal years. We filed a response to each reassessment and intend to vigorously contest the reassessments through administrative procedures. If we are unable to resolve this matter through administrative remedies at the FTA, we plan to pursue judicial remedies. We believe our tax positions will be sustained and have not taken a reserve for any potential adjustment based on the reassessment. If we were not to prevail, then the adjustment to our income tax provision could be material.



~~ITEM 1A.~~	ITEM 1A. RISK FACTORS

~~You should carefully consider the~~Our operations and financial results are subject to various risks and uncertainties, including those risk factors ~~discussed~~set out below and those described in ~~“Item 1A. Risk Factors”~~Part I, Item 1A "Risk Factors" in our ~~2016~~2022 Annual Report on Form ~~10-K. These risks~~10-K for the year ended January 28, 2023, which could ~~materially and~~ adversely affect our business, financial condition, ~~and~~ results of ~~operations. There~~operations, cash flows, and the trading price of our common and capital stock.

We may not successfully manage the transition associated with certain of our executive officers, which could have ~~been no material changes~~an adverse impact on us.

On June 5, 2023, our Board of Directors terminated Matthew Furlong’s employment with the Company as its President and Chief Executive Officer without Cause (as such term is defined in Mr. Furlong’s letter of employment dated June 9, 2021), effective immediately. On June 7, 2023, in connection with Mr. Furlong’s termination, our Board of Directors appointed Ryan Cohen as Executive Chairman of the Company and Mark Robinson as the new principal executive officer of the Company with the title of General Manager.

On July 21, 2023, Diana Saadeh-Jajeh resigned from her position as the ~~risk factors disclosed~~Company's Chief Financial Officer, effective August 11, 2023. On July 27, 2023, in connection with Ms. Saadeh-Jajeh’s resignation, the Board appointed Daniel Moore as the Company’s Principal Accounting Officer and interim Principal Financial Officer, effective August 11, 2023.

Leadership transitions can be inherently difficult to manage, and failure to timely or successfully implement transitions may cause disruption within the Company, including execution of our ~~2016 Annual Report~~transformational plans. This may adversely impact our financial performance and ability to meet operational goals and strategic plans, our ability to retain and hire other key members of management, and the market price of our Class A common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

As of August 31, 2023, there were approximately 305,241,294 shares of our Class A common stock outstanding. Of those outstanding shares, approximately 229.8 million were held by Cede & Co on ~~Form 10-K.~~behalf of the Depository Trust & Clearing Corporation (or approximately 75% of our outstanding shares) and approximately 75.4 million shares of our Class A common stock were held by registered holders with our transfer agent (or approximately 25% of our outstanding shares) as of August 31, 2023.

Security Trading Plans of Directors and Executive Officers

None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended July 29, 2023, as such terms are defined under Item 408(a) or Regulation S-K.

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ITEM 6. EXHIBITS

Exhibit
Number

Description

Previously Filed as an Exhibit to and Incorporated by Reference From

Date Filed

3.1

Third Amended and Restated Certificate of Incorporation.

Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013

September 11, 2013

~~ITEM 6.~~3.2

~~EXHIBITS~~

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation.

Current Report on Form 8-K

June 3, 2022

3.3

Fifth Amended and Restated Bylaws.

Current Report on Form 8-K

March 6, 2017

10.1*

Letter Agreement between Mark H. Robinson and GameStop Corp. executed June 7, 2023.

Current Report on Form 8-K

June 7, 2023

10.2

Amendment No. 1 to Credit Agreement, dated May 11, 2023, by and among GameStop Corp., the Borrowers party thereto, the Guarantors party thereto, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and Australian Security Trustee.

Filed herewith.

~~Exhibit~~

~~Number~~

~~Description~~

31.1

Certification of ~~Chief~~Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

Filed herewith.

~~31.2~~

31.2

Certification of ~~Chief~~Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

Filed herewith.

~~32.1~~

32.1

Certification of ~~Chief~~Principal Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽²⁾

Furnished herewith.

~~32.2~~

32.2

Certification of ~~Chief~~Principal Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽²⁾

Furnished herewith.

~~101.INS~~

101.INS

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