GameStop 2008 Annual Report Download

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Table of contents

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    ...(Address of principal executive offices) 76051 (Zip Code) Registrant's telephone number, including area code: (817) 424-2000 Securities registered pursuant to Section 12(b) of the Act: (Title of Class) (Name of Exchange on Which Registered) Class A Common Stock, $.001 par value per share New York...

  • Page 16
    ... Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services...

  • Page 17
    ... We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software, and related accessories and other merchandise. As of January 31, 2009, we operated 6,207 stores in the United States, Australia, Canada and Europe, primarily under the names GameStop...

  • Page 18
    ...affecting the electronic game industry, the retail industry and the banking and financial services market; • the competitive environment in the electronic game industry; • our ability to open and operate new stores; • alternate sources of distribution of video game software; • our ability to...

  • Page 19
    ... from the 8-bit Nintendo Game Boy to the 128-bit Nintendo DS, which was introduced in November 2004 in North America and the first quarter of 2005 in Australia and Europe, and the Sony PlayStation Portable (the "PSP"), which was introduced in 2005. Technological developments in both chip processing...

  • Page 20
    ...the value-oriented customer who wants a wide selection of value-priced used video game products. Our stores offer the opportunity to trade in used video game products in exchange for store credits applicable to future purchases, which, in turn, drives more sales. Enhancing our Image as a Destination...

  • Page 21
    ... of popular new video game products and PC entertainment software. On a daily basis, we actively monitor sales trends, customer reservations and store manager feedback to ensure a high in-stock position for each store. To assist our customers in obtaining immediate access to new releases, we offer...

  • Page 22
    ... used video game products, PC entertainment software, and related products, such as trading cards and strategy guides. Our in-store inventory generally consists of a constantly changing selection of over 4,500 SKUs. We have buying groups in the U.S., Canada, Australia and Europe that negotiate terms...

  • Page 23
    ... for us. Our stores average approximately 1,500 square feet and carry a balanced mix of new and used video game products and PC entertainment software. Our stores are generally located in high-traffic "power strip centers," local neighborhood strip centers, high-traffic shopping malls and pedestrian...

  • Page 24
    ...by the management in each region or country. Site selections for new stores are made after an extensive review of demographic data and other information relating to market potential, competitor access and visibility, compatible nearby tenants, accessible parking, location visibility, lease terms and...

  • Page 25
    ... a monthly video game magazine featuring reviews of new title releases, tips and secrets about existing games and news regarding current developments in the electronic game industry. The magazine is sold through subscription and through displays in our stores in the United States, Canada and Ireland...

  • Page 26
    ... subscriptions and sales are generated. E-Commerce We operate an electronic commerce website at www.gamestop.com that allows our customers to buy video game products and other merchandise online. The site also offers customers information and content about available games, release dates for upcoming...

  • Page 27
    ...a week. Our international distribution facilities also support refurbishment of used products to be redistributed to stores. Management Information Systems. Our proprietary inventory management system and point-of-sale technology show daily sales and in-store stock by title by store. Our systems use...

  • Page 28
    ...sponsor annual store managers' conferences in the U.S., Canada, Europe and Australia, at which we operate an intense educational training program to provide our employees with information about the video game products that will be released by publishers in the holiday season. All video game software...

  • Page 29
    ... our international employees are covered by collective bargaining agreements. Available Information We make available on our website (www.gamestop.com), under "Investor Relations - SEC Filings," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form...

  • Page 30
    ... PC software specialty stores located in malls and other locations, such as Game Group and Media Markt; toy retail chains; mail-order businesses; catalogs; direct sales by software publishers; and online retailers and game rental companies. In addition, video games are available for sale and rental...

  • Page 31
    ... if we fail to maintain existing store locations, enter into new leases, locate alternative sites or find additional sites for new store expansion. The ability to download video games and PC entertainment software and play video games on the Internet could lower our sales. While it is currently only...

  • Page 32
    ... these and other sources, our customers may no longer choose to purchase video games or PC entertainment software in our stores. As a result, sales and earnings could decline. Restrictions on our ability to take trade-ins of and sell used video game products could negatively affect our financial...

  • Page 33
    ... distribution information to the off-site, third-party operated distribution centers with which we work. The third-party distribution centers pick up products from our suppliers, repackage the products for each of our stores and ship those products to our stores by package carriers. We use inventory...

  • Page 34
    ...our competitors potentially forcing us to reduce our prices or increase spending; • our ability to open and operate new stores; • our ability to attract and retain qualified personnel; and • our dependence upon software publishers to develop popular game and entertainment titles for video game...

  • Page 35
    ... in other agreements; • engage in sale and leaseback transactions; • make loans and investments; • declare dividends, make payments or redeem or repurchase capital stock; • engage in mergers, acquisitions and other business combinations; • prepay, redeem or purchase certain indebtedness...

  • Page 36
    ...The Company owns a 510,000 square foot facility in Grapevine, Texas, which houses our corporate headquarters and certain of our distribution operations. We also own an additional 65,000 square foot building at the Grapevine, Texas location which is currently being used in our refurbishing operations...

  • Page 37
    .... PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock The Company's Class A common stock is traded on the NYSE under the symbol "GME." The Company's Class B common stock was traded on the NYSE under...

  • Page 38
    ...Equity compensation plans not approved by security holders...Total ... 10,982,000 - 10,982,000 $ 12.70 3,938,000 - 3,938,000 not applicable $ 12.70 Subsequent to January 31, 2009, an additional 1,418,850 options to purchase our Class A common stock at an exercise price of $26.02 per share and...

  • Page 39
    ...-one stock split on March 16, 2007. The following stock performance graph and related information shall not be deemed "soliciting material" or "filed" with the SEC, nor should such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except...

  • Page 40
    ... 2005 2008 (In thousands, except per share data and statistical data) Statement of Operations Data: Sales ...$8,805,897 Cost of sales ...6,535,762 Gross profit ...2,270,135 Selling, general and administrative expenses(2) ...1,445,419 Depreciation and amortization ...145,004 Merger-related expenses...

  • Page 41
    ... software. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software and other merchandise. As of January 31, 2009, we operated 6,207 stores, in the United States, Australia, Canada and Europe, primarily under the names GameStop and EB Games...

  • Page 42
    ...'s operating results for fiscal 2008 include 11 weeks of Micromania's results. Growth in the video game industry is driven by the introduction of new technology. In 2005 in the North American markets, Sony introduced the PlayStation Portable (the "PSP") in March and Microsoft introduced the Xbox 360...

  • Page 43
    ... average cost method, as new product is received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the cumulative units. Used video game products traded in by customers are recorded as inventory at the amount of the store credit given...

  • Page 44
    ...-line basis over the expected lease term not to exceed 20 years with no residual value. Favorable leasehold interests represent the value of the contractual monthly rental payments that are less than the current market rent at stores acquired as part of the Micromania acquisition or the EB merger...

  • Page 45
    ... of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our company and to estimates of the amount of income to be derived in any given jurisdiction. We file our tax returns based on our understanding of the appropriate tax rules and regulations...

  • Page 46
    ... 1,588 stores opened since February 3, 2007 of approximately $698.2 million and the acquisition of Micromania, offset by decreases related to changes in foreign exchange rates of $71.6 million. The comparable store sales increase was driven by strong sales of new and used video game software which...

  • Page 47
    ... to the strong sales of new video game titles released in fiscal 2008 and the increased sales of software related to the new hardware platforms, as well as the new and acquired stores added since the end of fiscal 2007. New video game software sales increased as a percentage of total sales from 39...

  • Page 48
    ... strong sales of the Nintendo Wii, Microsoft's Xbox 360 and the Sony PlayStation 3, which completed its worldwide launch during fiscal 2007, and their related software and accessories, including several strong video game titles, such as Halo 3 and Guitar Hero III. The comparable store sales increase...

  • Page 49
    ... systems, software and accessories which we refer to as video game products and PC entertainment software and related accessories. 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...

  • Page 50
    ...operations in 50 states, the District of Columbia, Puerto Rico and Guam, the electronic commerce website www.gamestop.com and Game Informer magazine. As of January 31, 2009, the United States segment included 4,331 GameStop stores, compared to 4,061 stores on February 2, 2008. Sales for the 52 weeks...

  • Page 51
    ... 49 stores acquired from Free Record Shop Norway AS, a Norwegian private limited liability company ("FRS"), in Norway during the first quarter of fiscal 2008 and the increase in sales at existing stores. The increase in sales at existing stores was due to strong sales of new video game software and...

  • Page 52
    ... Nintendo Wii and the Sony PlayStation 3 and their related software and accessories, as well as Microsoft's Xbox 360 hardware, software and accessories, particularly new sales of Halo 3 and Guitar Hero III released during fiscal 2007. Segment operating income for the 52 weeks ended February 2, 2008...

  • Page 53
    ... Nintendo Wii, and increased sales of Microsoft's Xbox 360 and handheld video game systems during fiscal 2007 compared to fiscal 2006. The increased hardware sales led to increases in sales in new video game software, used video game products and accessories and other products. The segment operating...

  • Page 54
    ... rated commercial banks and money market investment funds holding direct U.S. Treasury obligations. In October 2005, in connection with the EB merger, the Company entered into a five-year, $400 million Credit Agreement (the "Revolver"), including a $50 million letter of credit sub-limit, secured...

  • Page 55
    ...permitted the Company to use proceeds of the Term Loans for working capital, capital expenditures, payment of transaction costs and a portion of the consideration in connection with the acquisition of Micromania and for all other lawful corporate purposes. In November 2008, the Company borrowed $275...

  • Page 56
    ...open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture. Uses of Capital Our future capital requirements will depend on the number of new stores we open and the timing...

  • Page 57
    ...on the Company's price to earnings ratio and GameStop Group Limited's earnings. On May 21, 2008, the minority interest owners exercised their right to sell one-third of their shares, or approximately 16% of GameStop Group Limited, to the Company under the terms of the original purchase agreement for...

  • Page 58
    .... In addition, any payments related to unrecognized tax benefits would be partially offset by reductions in payments in other jurisdictions. In 2003, the Company purchased a 51% controlling interest in GameStop Group Limited. Under the terms of the purchase agreement, the individual owners of the...

  • Page 59
    ...www.gamestop.com became the exclusive specialty video game retailer listed on www.bn.com, Barnes & Noble's e-commerce site. Under the terms of this agreement, the Company pays a fee to Barnes & Noble for sales of video game or PC entertainment products sold through www.bn.com. The fee paid to Barnes...

  • Page 60
    ... factors, the timing of new product introductions and new store openings, sales contributed by new stores, increases or decreases in comparable store sales, adverse weather conditions, shifts in the timing of certain holidays or promotions and changes in our merchandise mix. Item 7A. Quantitative...

  • Page 61
    ... public accounting firm, as stated in their report which is included in this Form 10-K. The Company completed the acquisition of Micromania on November 17, 2008 and the results of operations of Micromania are included in the Company's consolidated financial statements for the period from the date...

  • Page 62
    ... of the executive officers listed in the paragraph above, on the Company's website (www.gamestop.com) within four business days following such amendment or waiver. Item 11. Item 12. Item 13. Item 14. Executive Compensation* Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 63
    ... LLC.(1) Sale and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(13) Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit...

  • Page 64
    ...October 23, 2008, to Credit Agreement, dated as of October 11, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed in the Amendment, Bank of America, N.A. and Citicorp North America, Inc...

  • Page 65
    ... Description 14.2 21.1 23.1 31.1 31.2 32.1 32.2 Code of Standards, Ethics and Conduct. Subsidiaries. Consent of BDO Seidman, LLP. 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...

  • Page 66
    ... the undersigned, thereunto duly authorized. GAMESTOP CORP. By: /s/ DANIEL A. DEMATTEO Daniel A. DeMatteo Chief Executive Officer Date: April 1, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the...

  • Page 67
    Name Capacity Date /s/ GERALD R. SZCZEPANSKI Gerald R. Szczepanski Director April 1, 2009 /s/ EDWARD A. VOLKWEIN Edward A. Volkwein /s/ LAWRENCE S. ZILAVY Lawrence S. Zilavy Director April 1, 2009 Director April 1, 2009 52

  • Page 68
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page GameStop Corp. Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firm . Consolidated Financial Statements: Balance Sheets ...Statements of Operations ...Statements of Stockholders' Equity ...Statements of Cash ...

  • Page 69
    Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders GameStop Corp. Grapevine, Texas We have audited the accompanying consolidated balance sheets of GameStop Corp. as of January 31, 2009 and February 2, 2008 and the related consolidated statements of operations...

  • Page 70
    ... over financial reporting did not include the internal controls of Micromania SAS, which was acquired on November 17, 2008, and which is included in the consolidated balance sheet of GameStop Corp. as of January 31, 2009, and the related consolidated statements of operations, stockholders' equity...

  • Page 71
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of GameStop Corp. as of January 31, 2009 and February 2, 2008, and the related consolidated statements of operations, stockholders' equity, and cash flows for the...

  • Page 72
    ...514,748 Total current liabilities ...Senior notes payable, long-term portion, net ...Other long-term liabilities ...Total long-term liabilities ...Total liabilities ...Commitments and contingencies (Notes 10 and 11) Stockholders' equity: Preferred stock - authorized 5,000 shares; no shares issued or...

  • Page 73
    GAMESTOP CORP. CONSOLIDATED STATEMENTS OF OPERATIONS 53 Weeks 52 Weeks 52 Weeks Ended Ended Ended February 3, February 2, January 31, 2007 2008 2009 (In thousands, except per share data) Sales ...$8,805,897 Cost of sales ...6,535,762 Gross profit ...Selling, general and administrative expenses ......

  • Page 74
    ...: Net earnings for the 52 weeks ended February 2, 2008 . . - Foreign currency translation ...- Total comprehensive income ...Stock-based compensation ...- Exercise of employee stock options and issuance of shares upon vesting of restricted stock grant (including tax benefit of $94,786) ...8,702...

  • Page 75
    ... of acquisition borrowings ...Issuance of shares relating to stock options ...Excess tax benefits realized from exercise of stock-based awards ...Net change in other noncurrent assets and other intangible assets ...Net cash flows provided by (used in) financing activities ...Exchange rate effect...

  • Page 76
    ... related accessories primarily through its GameStop and EB Games stores. We also operate the electronic commerce website www.gamestop.com and publish Game Informer magazine. The Company's stores, which totaled 6,207 at January 31, 2009, are located in major regional shopping malls and strip centers...

  • Page 77
    ... average cost method, as new product is received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the cumulative units. Used video game products traded in by customers are recorded as inventory at the amount of the store credit given...

  • Page 78
    ... related to the Company's intangible assets. Revenue Recognition Revenue from the sales of the Company's products is recognized at the time of sale and is stated net of sales discounts. The sales of used video game products are recorded at the retail price charged to the customer. Sales returns...

  • Page 79
    ... 2, 2008 and the 53 weeks ended February 3, 2007 were $46,708, $26,243 and $16,043, respectively. During fiscal 2007, the Company launched a new marketing campaign for television, radio and print to promote the GameStop brand and its brand tagline, "Power to the Players." Income Taxes The Company...

  • Page 80
    ... information regarding net earnings per common share. Stock Options The Company records share-based compensation expense in earnings based on the grant-date fair value of options granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing...

  • Page 81
    ... compensation expense recognized on the statements of cash flows. Such tax benefits are presented as a use of cash in the operating section and a source of cash in the financing section of the Statement of Cash Flows. Note 13 provides additional information regarding the Company's stock option plan...

  • Page 82
    ... close of business on February 20, 2007, paid on March 16, 2007 (the "Stock Split"). The effect of the Conversion and the Stock Split has been retroactively applied to all periods presented in the consolidated financial statements and notes thereto. New Accounting Pronouncements In March 2008, the...

  • Page 83
    ... of cash acquired. Micromania is a leading retailer of video and computer games in France with 332 locations, 328 of which were operating upon acquisition. The Company funded the transaction with cash on hand, funds drawn against its existing $400,000 credit agreement (the "Revolver") totaling $275...

  • Page 84
    .... During July 2008, the Company purchased certain assets and website operations from The Gamesman Limited, a video game and entertainment software retailer, including eight stores in New Zealand, for $1,910. The acquisition was accounted for using the purchase method of accounting, with the excess...

  • Page 85
    ... vendor marketing programs generally cover a period from a few days up to a few weeks and include items such as product catalog advertising, in-store display promotions, Internet advertising, co-op print advertising, product training and promotion at the Company's annual store managers conference...

  • Page 86
    ...) $56,019 January 31, February 2, 2009 2008 (In thousands) Customer liabilities ...Deferred revenue ...Accrued rent...Accrued interest ...Employee compensation and related taxes ...Income taxes payable ...Other taxes ...Other accrued liabilities ...Total accrued liabilities ... $163,904 42,936 20...

  • Page 87
    ... Assets and Deferred Financing Fees The changes in the carrying amount of goodwill for the Company's business segments for the 52 weeks ended February 2, 2008 and the 52 weeks ended January 31, 2009 were as follows: United States Canada Australia (In thousands) Europe Total Balance at February...

  • Page 88
    ...709 8. Debt In October 2005, in connection with the EB merger, the Company entered into a five-year, $400,000 Credit Agreement (the "Revolver"), including a $50,000 letter of credit sub-limit, secured by the assets of the Company and its U.S. subsidiaries. The Revolver places certain restrictions...

  • Page 89
    ...permitted the Company to use proceeds of the Term Loans for working capital, capital expenditures, payment of transaction costs and a portion of the consideration in connection with the acquisition of Micromania and for all other lawful corporate purposes. In November 2008, the Company borrowed $275...

  • Page 90
    ... tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the Indenture. In May 2006, the Company announced that its Board of Directors authorized the buyback of up to...

  • Page 91
    ...various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases, percentage rentals and require the Company to pay all insurance, taxes and other maintenance costs. Leases...

  • Page 92
    .... In 2003, the Company purchased a 51% controlling interest in GameStop Group Limited. Under the terms of the purchase agreement, the individual owners of the remaining 49% interest have the ability to require the Company to purchase their remaining shares in incremental percentages at a price to be...

  • Page 93
    ..., 2009, primarily due to expenses related to the mergers and acquisitions and associated corporate structuring. The Company's effective tax rate decreased from 37.8% in the 53 weeks ended February 3, 2007 to 34.6% in the 52 weeks ended February 2, 2008 primarily due to the release of valuation F-26

  • Page 94
    ... file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Internal Revenue Service ("IRS") completed examination of the Company's U.S. income tax returns for the fiscal years ended on January 29, 2005 and January 28, 2006 during fiscal 2008...

  • Page 95
    ..., interest and penalties was $32,234. The total amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate was $26,578 for the fiscal year ended January 31, 2009. For the 52 weeks ended February 2, 2008, the Company recognized a decrease of $1,597 in the liability...

  • Page 96
    ...is recognized as compensation expense on a straight-line basis between the grant date and the date the options become fully vested. During the 52 weeks ended January 31, 2009 and February 2, 2008 and the 53 weeks ended February 3, 2007, the Company included compensation expense relating to the grant...

  • Page 97
    ... Plan") for the benefit of substantially all of its U.S. employees who meet certain eligibility requirements, primarily age and length of service. The Savings Plan allows employees to invest up to 60%, up to a maximum of $15.5 a year, of their eligible gross cash compensation invested on a pre-tax...

  • Page 98
    ...game retailer listed on www.bn.com, Barnes & Noble's e-commerce site. Under the terms of this agreement, the Company pays a fee to Barnes & Noble for sales of video game or PC entertainment products sold through www.bn.com. For the 52 weeks ended January 31, 2009, the 52 weeks ended February 2, 2008...

  • Page 99
    ...States, Canada, Australia and Europe. The Company identifies segments based on a combination of geographic areas and management responsibility. Each of the segments includes significant retail operations with all stores engaged in the sale of new and used video game systems and software and personal...

  • Page 100
    ... States Fiscal Year Ended February 2, 2008 Canada Australia Europe Other Consolidated Sales ...Depreciation and amortization ...Operating earnings ...Interest income ...Interest expense...Earnings before income tax expense...Income tax expense ...Goodwill...Other long-lived assets ...Total...

  • Page 101
    ... than such person or any member of such group) to purchase, at the Right's then current exercise price, a number of shares of common stock having a market value of twice the exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction...

  • Page 102
    ... present the financial position as of January 31, 2009 and February 2, 2008 and results of operations and cash flows for the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007 of the Company's guarantor and non-guarantor subsidiaries. GAMESTOP CORP. CONSOLIDATING BALANCE...

  • Page 103
    ... payable, long-term portion, net ...574,473 - - 574,473 Other long-term liabilities ...68,486 9,929 - 78,415 Total long-term liabilities ...642,959 9,929 - 652,888 Total liabilities ...1,588,153 490,812 (165,520) 1,913,445 Stockholders' equity (deficit): Preferred stock - authorized 5,000 shares...

  • Page 104
    ... OF OPERATIONS Issuers and Guarantor Subsidiaries February 2, 2008 Non-Guarantor Subsidiaries February 2, 2008 Eliminations (Amounts in thousands) For the 52 Weeks Ended February 2, 2008 Consolidated February 2, 2008 Sales ...$5,438,757 Cost of sales ...4,022,955 Gross profit ...Selling, general...

  • Page 105
    ...Consolidated February 3, 2007 For the 53 Weeks Ended February 3, 2007 Sales ...$4,269,484 Cost of sales ...3,063,450 Gross profit ...Selling, general and administrative expenses ...Depreciation and amortization ...Merger-related expenses ...Operating earnings ...Interest income ...Interest expense...

  • Page 106
    ... of shares relating to stock options ...28,950 Excess tax benefits realized from exercise of stock-based awards ...34,174 Net change in other noncurrent assets and other intangible assets ...(1,313,695) Net cash flows provided by (used in) financing activities ...(1,280,571) Exchange rate effect...

  • Page 107
    ...common stock from Barnes & Noble ...Issuance of shares relating to stock options ...Excess tax benefits realized from exercise of stockbased awards ...Net change in other noncurrent assets and other intangible assets...Net cash flows provided by (used in) financing activities ...Exchange rate effect...

  • Page 108
    ... & Noble ...Repayment of other debt ...Issuance of shares relating to stock options ...Excess tax benefits realized from exercise of stock-based awards ...Net change in other noncurrent assets and other intangible assets ...Net cash flows provided by (used in) financing activities ...Exchange rate...

  • Page 109
    ... January 31, 2009 include merger-related income of $12,012 associated with the change in foreign exchange rates related to the funding of the Micromania acquisition. (4) The results of operations for the first quarter of the fiscal year ended February 2, 2008 include debt extinguishment expense of...

  • Page 110
    ... LLC.(1) Sale and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(13) Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit...

  • Page 111
    ...15) Amended and Restated Executive Employment Agreement, dated December 31, 2008, between GameStop Corp. and J. Paul Raines.(15) Computation of Ratio of Earnings to Fixed Charges. Code of Ethics for Senior Financial and Executive Officers. Code of Standards, Ethics and Conduct. Subsidiaries. Consent...

  • Page 112
    ...'s Proxy Statement for 2008 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 23, 2008. (9) Incorporated by reference to GameStop Holdings Corp.'s Form 10-K for the fiscal year ended January 29, 2005 filed with the Securities and Exchange Commission on April 11...

  • Page 113

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    625 Westport Parkway Grapevine, TX 76051 (817) 424-2000