¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File No. 1-32637
|
||
|
|
|
Delaware
|
|
20-2733559
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
625 Westport Parkway
|
76051
|
|
Grapevine, Texas
|
(Zip Code)
|
|
(Address of principal executive offices)
|
|
|
(Title of Class)
|
|
(Name of Exchange on Which Registered)
|
Class A Common Stock, $.001 par value per share
|
|
New York Stock Exchange
|
Large Accelerated Filer
þ
|
|
Accelerated Filer
¨
|
|
Non-accelerated Filer
¨
|
|
Smaller reporting company
¨
|
|
Emerging growth company
¨
|
|
|
Page
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
||
Item 15.
|
||
Item 16.
|
||
|
ITEM 1.
|
BUSINESS
|
•
|
New Video Game Hardware.
We offer video game platforms from the major manufacturers. 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. In November 2017, Microsoft released a further enhanced version of its current generation console, the Xbox One X. We also offer extended service agreements on video game hardware and software. Video game hardware sales are generally driven by the introduction of new platform technology and the reduction in price points as platforms mature.
|
•
|
New Video Game Software.
We offer new video game software for current and certain prior generation consoles from the leading manufacturers, including Sony, Nintendo and Microsoft, as well as all other major third-party game publishers, such as Electronic Arts and Activision Blizzard. We are one of the largest retailers of video game titles sold by these publishers. We carry new video game software across a variety of genres, including sports, action, strategy, adventure/role playing and simulation.
|
•
|
Pre-owned and Value Video Game Products.
We provide our customers with an opportunity to trade in their pre-owned video game products in our stores in exchange for store credits which can be applied towards the purchase of other products, primarily new merchandise. We believe this process drives our higher market share, particularly at launch. We resell these pre-owned video game products and have the largest selection of pre-owned video game titles which have an average price of $25 as compared to an average price of $48 for new video game titles and which generate significantly higher gross margins than new video game products. Our trade-in program also allows us to be one of the only suppliers of previous generation platforms and related video games. We also operate refurbishment centers in the United States, Canada, Australia and Europe, where defective video game products can be tested, repaired, relabeled, repackaged and redistributed back to our stores.
|
•
|
Video Game Accessories.
Video game accessories consist primarily of controllers, gaming headsets, virtual reality products, memory cards and other add-ons for use with video game hardware and software.
|
•
|
Digital.
The proliferation of online game play through Microsoft Xbox Live, the PlayStation Network and PC gaming websites has led to consumer demand for subscription, time and points cards (“digital currency”) as well as full-game downloads and digitally downloadable content (“DLC”), for existing console video games. We sell a wide variety of digital currency and we have developed technology to sell DLC and full-game downloads in our stores and on our U.S. website. We believe we are the worldwide leading retailer of digital currency and DLC for Xbox Live and the PlayStation Network.
|
•
|
Technology Brands.
Technology Brands consist primarily of wireless products, services and accessories and consumer electronics offered in our Technology Brands segment through Spring Mobile managed AT&T branded stores and Simply Mac stores.
|
•
|
Collectibles
. Collectibles consist of licensed merchandise, primarily related to the video game, television and movie industries and pop culture themes which are sold through our video game stores, ThinkGeek stores, Zing Pop Culture stores and www.thinkgeek.com.
|
•
|
Other Products.
Other products primarily consist of PC entertainment software, gaming-related print media, 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. We offer PC entertainment software from many of the largest PC publishers, including Electronic Arts, Take Two and Activision Blizzard across a variety of genres, including sports, action, strategy, adventure/role playing and simulation. We also carry strategy guides, magazines and interactive game figures, such as Amiibos from Nintendo and Skylanders from Activision Blizzard.
|
|
U.S. Video Game Brands
|
Technology Brands
|
|
|
U.S. Video Game Brands
|
Technology Brands
|
|
|
U.S. Video Game Brands
|
Technology Brands
|
||||||
Alabama
|
61
|
|
6
|
|
|
Kentucky
|
70
|
|
23
|
|
|
Ohio
|
169
|
|
1
|
|
Alaska
|
7
|
|
6
|
|
|
Louisiana
|
63
|
|
17
|
|
|
Oklahoma
|
49
|
|
28
|
|
Arizona
|
73
|
|
31
|
|
|
Maine
|
11
|
|
1
|
|
|
Oregon
|
35
|
|
37
|
|
Arkansas
|
31
|
|
26
|
|
|
Maryland
|
87
|
|
8
|
|
|
Pennsylvania
|
185
|
|
36
|
|
California
|
384
|
|
197
|
|
|
Massachusetts
|
82
|
|
32
|
|
|
Rhode Island
|
12
|
|
1
|
|
Colorado
|
58
|
|
31
|
|
|
Michigan
|
103
|
|
—
|
|
|
South Carolina
|
68
|
|
27
|
|
Connecticut
|
47
|
|
26
|
|
|
Minnesota
|
45
|
|
36
|
|
|
South Dakota
|
11
|
|
—
|
|
Delaware
|
14
|
|
13
|
|
|
Mississippi
|
44
|
|
26
|
|
|
Tennessee
|
93
|
|
30
|
|
District of Columbia
|
—
|
|
2
|
|
|
Missouri
|
68
|
|
45
|
|
|
Texas
|
367
|
|
118
|
|
Florida
|
246
|
|
74
|
|
|
Montana
|
10
|
|
9
|
|
|
Utah
|
27
|
|
38
|
|
Georgia
|
129
|
|
59
|
|
|
Nebraska
|
21
|
|
4
|
|
|
Vermont
|
4
|
|
—
|
|
Guam
|
2
|
|
—
|
|
|
Nevada
|
38
|
|
13
|
|
|
Virginia
|
122
|
|
30
|
|
Hawaii
|
18
|
|
—
|
|
|
New Hampshire
|
26
|
|
7
|
|
|
Washington
|
74
|
|
49
|
|
Idaho
|
16
|
|
8
|
|
|
New Jersey
|
115
|
|
22
|
|
|
West Virginia
|
29
|
|
1
|
|
Illinois
|
147
|
|
82
|
|
|
New Mexico
|
25
|
|
8
|
|
|
Wisconsin
|
58
|
|
31
|
|
Indiana
|
92
|
|
40
|
|
|
New York
|
219
|
|
38
|
|
|
Wyoming
|
7
|
|
9
|
|
Iowa
|
31
|
|
9
|
|
|
North Carolina
|
132
|
|
26
|
|
|
|
|
|
||
Kansas
|
31
|
|
16
|
|
|
North Dakota
|
8
|
|
—
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Domestic Stores
|
3,864
|
|
1,377
|
|
|
Number
of Stores
|
|
Canada
|
321
|
|
Total Stores - Canada Video Game Brands
|
321
|
|
|
|
|
Australia
|
425
|
|
New Zealand
|
42
|
|
Total Stores - Australia Video Game Brands
|
467
|
|
|
|
|
Austria
|
28
|
|
Denmark
|
34
|
|
Finland
|
16
|
|
France
|
425
|
|
Germany
|
214
|
|
Ireland
|
50
|
|
Italy
|
379
|
|
Norway
|
29
|
|
Sweden
|
54
|
|
Switzerland
|
18
|
|
Total Stores - Europe Video Game Brands
|
1,247
|
|
Total International Stores
|
2,035
|
|
Total Stores
|
7,276
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
economic downturns, specifically in the regions in which we operate;
|
•
|
currency exchange rate fluctuations;
|
•
|
international incidents;
|
•
|
natural disasters;
|
•
|
government instability; and
|
•
|
competitors entering our current and potential markets.
|
•
|
the timing and allocations of new product releases including new console launches;
|
•
|
the timing of new store openings or closings;
|
•
|
shifts in the timing or content of certain promotions or service offerings;
|
•
|
the effect of changes in tax rates in the jurisdictions in which we operate;
|
•
|
acquisition costs and the integration of companies we acquire or invest in;
|
•
|
the mix of earnings in the countries in which we operate;
|
•
|
the costs associated with the exit of unprofitable markets, businesses or stores; and
|
•
|
changes in foreign currency exchange rates.
|
•
|
the ability to identify new store locations, negotiate suitable leases and build out the stores in a timely and cost efficient manner;
|
•
|
the ability to hire and train skilled associates;
|
•
|
the ability to integrate new stores into our existing operations; and
|
•
|
the ability to increase sales at new store locations.
|
•
|
incur, assume or permit to exist additional indebtedness or guaranty obligations;
|
•
|
incur liens or agree to negative pledges 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;
|
•
|
amend or otherwise alter the terms of our organizational documents and indebtedness;
|
•
|
sell assets; and
|
•
|
engage in transactions with affiliates.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Lease Terms to Expire During (12 Months Ending on or About January 31)
|
|
Number
of Stores
|
|
2019
|
|
2,463
|
|
2020
|
|
1,875
|
|
2021
|
|
1,418
|
|
2022
|
|
609
|
|
2023 and later
|
|
911
|
|
Total
|
|
7,276
|
|
Location
|
|
Square
Footage
|
|
Owned or
Leased
|
|
Use
|
|
Grapevine, Texas, USA
|
|
519,000
|
|
|
Owned
|
|
Distribution and administration
|
Grapevine, Texas, USA
|
|
182,000
|
|
|
Owned
|
|
Manufacturing and distribution
|
Shepherdsville, Kentucky, USA
|
|
631,000
|
|
|
Leased
|
|
Distribution
|
Brampton, Ontario, Canada
|
|
119,000
|
|
|
Owned
|
|
Distribution and administration
|
Eagle Farm, Queensland, Australia
|
|
185,000
|
|
|
Owned
|
|
Distribution and administration
|
Milan, Italy
|
|
123,000
|
|
|
Owned
|
|
Distribution and administration
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Class A Common Stock Sales Prices
|
|
Dividends Declared
|
||||||||||||||||||||
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal Year
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2017
|
|
2016
|
||||||||||||
Fourth Quarter
|
|
$
|
20.31
|
|
|
$
|
15.85
|
|
|
$
|
26.85
|
|
|
$
|
20.10
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Third Quarter
|
|
$
|
22.37
|
|
|
$
|
18.47
|
|
|
$
|
32.67
|
|
|
$
|
23.69
|
|
|
0.38
|
|
|
0.37
|
|
||
Second Quarter
|
|
$
|
25.31
|
|
|
$
|
20.26
|
|
|
$
|
32.86
|
|
|
$
|
25.18
|
|
|
0.38
|
|
|
0.37
|
|
||
First Quarter
|
|
$
|
26.68
|
|
|
$
|
20.24
|
|
|
$
|
33.72
|
|
|
$
|
24.75
|
|
|
0.38
|
|
|
0.37
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
1.52
|
|
|
$
|
1.48
|
|
|
2/1/2013
|
|
1/31/2014
|
|
1/30/2015
|
|
1/29/2016
|
|
1/27/2017
|
|
2/2/2018
|
||||||||||||
GME
|
$
|
100.00
|
|
|
$
|
146.50
|
|
|
$
|
152.39
|
|
|
$
|
117.48
|
|
|
$
|
114.86
|
|
|
$
|
84.57
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
117.81
|
|
|
$
|
131.84
|
|
|
$
|
128.22
|
|
|
$
|
151.65
|
|
|
$
|
186.49
|
|
Dow Jones Specialty Retailers Index
|
$
|
100.00
|
|
|
$
|
127.80
|
|
|
$
|
159.15
|
|
|
$
|
163.09
|
|
|
$
|
188.21
|
|
|
$
|
244.29
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In millions, except statistical and per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
9,224.6
|
|
|
$
|
8,607.9
|
|
|
$
|
9,363.8
|
|
|
$
|
9,296.0
|
|
|
$
|
9,039.5
|
|
Cost of sales
|
6,184.5
|
|
|
5,598.6
|
|
|
6,445.5
|
|
|
6,520.1
|
|
|
6,378.4
|
|
|||||
Gross profit
|
3,040.1
|
|
|
3,009.3
|
|
|
2,918.3
|
|
|
2,775.9
|
|
|
2,661.1
|
|
|||||
Selling, general and administrative expenses
|
2,363.0
|
|
|
2,252.6
|
|
|
2,108.9
|
|
|
2,001.0
|
|
|
1,892.4
|
|
|||||
Depreciation and amortization
|
150.7
|
|
|
165.2
|
|
|
156.6
|
|
|
154.4
|
|
|
166.5
|
|
|||||
Goodwill impairments
(1)
|
32.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||
Asset impairments
(2)
|
358.0
|
|
|
33.8
|
|
|
4.6
|
|
|
2.2
|
|
|
18.5
|
|
|||||
Operating earnings
|
135.6
|
|
|
557.7
|
|
|
648.2
|
|
|
618.3
|
|
|
573.5
|
|
|||||
Interest expense, net
|
55.3
|
|
|
53.0
|
|
|
23.0
|
|
|
10.0
|
|
|
4.7
|
|
|||||
Earnings before income tax expense
|
80.3
|
|
|
504.7
|
|
|
625.2
|
|
|
608.3
|
|
|
568.8
|
|
|||||
Income tax expense
|
45.6
|
|
|
151.5
|
|
|
222.4
|
|
|
215.2
|
|
|
214.6
|
|
|||||
Net income
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
|
$
|
393.1
|
|
|
$
|
354.2
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — Basic
|
$
|
0.34
|
|
|
$
|
3.42
|
|
|
$
|
3.80
|
|
|
$
|
3.50
|
|
|
$
|
3.02
|
|
Earnings per share — Diluted
|
$
|
0.34
|
|
|
$
|
3.40
|
|
|
$
|
3.78
|
|
|
$
|
3.47
|
|
|
$
|
2.99
|
|
Dividends per common share
|
$
|
1.52
|
|
|
$
|
1.48
|
|
|
$
|
1.44
|
|
|
$
|
1.32
|
|
|
$
|
1.10
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
101.4
|
|
|
103.4
|
|
|
106.0
|
|
|
112.2
|
|
|
117.2
|
|
|||||
Diluted
|
101.5
|
|
|
103.8
|
|
|
106.7
|
|
|
113.2
|
|
|
118.4
|
|
|||||
Store Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable store sales increase (decrease)
(3)
|
5.8
|
%
|
|
(11.0
|
)%
|
|
4.3
|
%
|
|
3.4
|
%
|
|
3.8
|
%
|
|||||
Inventory turnover
|
4.6
|
|
|
4.5
|
|
|
5.2
|
|
|
5.7
|
|
|
5.3
|
|
|||||
Number of Stores by Segment at Fiscal Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
3,864
|
|
|
3,944
|
|
|
4,013
|
|
|
4,138
|
|
|
4,249
|
|
|||||
Canada
|
321
|
|
|
322
|
|
|
325
|
|
|
331
|
|
|
335
|
|
|||||
Australia
|
467
|
|
|
464
|
|
|
444
|
|
|
421
|
|
|
418
|
|
|||||
Europe
|
1,247
|
|
|
1,283
|
|
|
1,299
|
|
|
1,316
|
|
|
1,455
|
|
|||||
Technology Brands
|
1,377
|
|
|
1,522
|
|
|
1,036
|
|
|
484
|
|
|
218
|
|
|||||
Total
|
7,276
|
|
|
7,535
|
|
|
7,117
|
|
|
6,690
|
|
|
6,675
|
|
|||||
Balance Sheet Data at Fiscal Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(4)
|
$
|
623.1
|
|
|
$
|
379.2
|
|
|
$
|
143.1
|
|
|
$
|
421.5
|
|
|
$
|
223.6
|
|
Total assets
(4)
|
$
|
5,041.6
|
|
|
$
|
4,975.9
|
|
|
$
|
4,330.3
|
|
|
$
|
4,240.4
|
|
|
$
|
4,091.4
|
|
Total debt, net
(4)(5)
|
$
|
817.9
|
|
|
$
|
815.0
|
|
|
$
|
345.4
|
|
|
$
|
349.8
|
|
|
$
|
4.0
|
|
Total liabilities
(4)
|
$
|
2,827.1
|
|
|
$
|
2,721.8
|
|
|
$
|
2,249.3
|
|
|
$
|
2,172.7
|
|
|
$
|
1,840.0
|
|
Total stockholders' equity
|
$
|
2,214.5
|
|
|
$
|
2,254.1
|
|
|
$
|
2,081.0
|
|
|
$
|
2,067.7
|
|
|
$
|
2,251.4
|
|
(1)
|
In fiscal 2017, we recognized a goodwill impairment charge of $
32.8 million
associated with our Technology Brands segment. In fiscal 2013, we recognized a goodwill impairment charge of $10.2 million related to our decision to abandon our investment in Spawn Labs.
|
(2)
|
Asset impairment charges recognized in fiscal 2017 are primarily associated with intangible assets in our Technology Brands segment; see Note 6, “Goodwill and Intangible Assets,” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information. Also included in these charges were
$18.2 million
of other asset impairments, primarily associated with store-level property and equipment. Asset impairment charges recognized in fiscal 2016 include $19.4 million of store-level property and equipment impairments, a $7.4 million impairment to our Micromania trade name and a $7.0 million impairment to our Simply Mac dealer agreements. Asset impairment charges in fiscal 2015 and 2014 were primarily related to store-level property and equipment. Asset impairment charges in fiscal 2013 include $9.0 million related to store-level property and equipment and $9.5 million related to certain technology assets and other intangible assets as a result of our decision to abandon our investment in Spawn Labs.
|
(3)
|
Comparable store sales 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 fiscal year 2017 compares the 53 weeks for the period ended February 3, 2018 to the most closely comparable weeks for the prior year period. The method of calculating comparable store sales varies across the retail industry. As a result, our method of calculating comparable store sales may not be the same as other retailers’ methods. 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 of our Technology Brands stores 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 53 weeks ended February 3, 2018, comparable store gross profit for our Technology Brands stores declined 13.1%. We believe our calculation of comparable store sales best represents our strategy as an omnichannel retailer who provides its consumers several ways to access its products.
|
(4)
|
In the first quarter of 2016, we adopted Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, that requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As a result, we have recast the fiscal 2015 and 2014 consolidated balance sheet to conform to the current period presentation.
|
(5)
|
In March 2016, we issued $475 million aggregate principal of 6.75% unsecured senior notes due in March 2021. In September 2014, we issued $350.0 million aggregate principal of 5.50% unsecured senior notes due in October 2019. See Note 9, "Debt," to our consolidated financial statements for additional information.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
January 28, 2017
|
|
Opened/Acquired
|
|
Disposed
|
|
February 3, 2018
|
||||
Video Game Stores
|
5,927
|
|
|
26
|
|
|
(157
|
)
|
|
5,796
|
|
Collectibles Stores
|
86
|
|
|
20
|
|
|
(3
|
)
|
|
103
|
|
Total Video Game Brands
|
6,013
|
|
|
46
|
|
|
(160
|
)
|
|
5,899
|
|
|
|
|
|
|
|
|
|
||||
Spring Mobile
|
1,403
|
|
|
56
|
|
|
(130
|
)
|
|
1,329
|
|
Cricket
|
69
|
|
|
6
|
|
|
(75
|
)
|
|
—
|
|
Simply Mac
|
50
|
|
|
—
|
|
|
(2
|
)
|
|
48
|
|
Total Technology Brands
|
1,522
|
|
|
62
|
|
|
(207
|
)
|
|
1,377
|
|
|
|
|
|
|
|
|
|
||||
Total Stores
|
7,535
|
|
|
108
|
|
|
(367
|
)
|
|
7,276
|
|
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|||||||||||||||
|
|
Amount
|
|
Percent of Net Sales
|
|
Amount
|
|
Percent of Net Sales
|
|
Amount
|
|
Percent of Net Sales
|
|||||||||
Net sales
|
|
$
|
9,224.6
|
|
|
100.0
|
%
|
|
$
|
8,607.9
|
|
|
100.0
|
%
|
|
$
|
9,363.8
|
|
|
100.0
|
%
|
Cost of sales
|
|
6,184.5
|
|
|
67.0
|
|
|
5,598.6
|
|
|
65.0
|
|
|
6,445.5
|
|
|
68.8
|
|
|||
Gross profit
|
|
3,040.1
|
|
|
33.0
|
|
|
3,009.3
|
|
|
35.0
|
|
|
2,918.3
|
|
|
31.2
|
|
|||
Selling, general and administrative expenses
|
|
2,363.0
|
|
|
25.6
|
|
|
2,252.6
|
|
|
26.2
|
|
|
2,108.9
|
|
|
22.6
|
|
|||
Depreciation and amortization
|
|
150.7
|
|
|
1.6
|
|
|
165.2
|
|
|
1.9
|
|
|
156.6
|
|
|
1.7
|
|
|||
Goodwill impairments
|
|
32.8
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
|
358.0
|
|
|
3.9
|
|
|
33.8
|
|
|
0.4
|
|
|
4.6
|
|
|
—
|
|
|||
Operating earnings
|
|
135.6
|
|
|
1.5
|
|
|
557.7
|
|
|
6.5
|
|
|
648.2
|
|
|
6.9
|
|
|||
Interest expense, net
|
|
55.3
|
|
|
0.6
|
|
|
53.0
|
|
|
0.6
|
|
|
23.0
|
|
|
0.2
|
|
|||
Earnings before income tax expense
|
|
80.3
|
|
|
0.9
|
|
|
504.7
|
|
|
5.9
|
|
|
625.2
|
|
|
6.7
|
|
|||
Income tax expense
|
|
45.6
|
|
|
0.5
|
|
|
151.5
|
|
|
1.8
|
|
|
222.4
|
|
|
2.4
|
|
|||
Net income
|
|
$
|
34.7
|
|
|
0.4
|
%
|
|
$
|
353.2
|
|
|
4.1
|
%
|
|
$
|
402.8
|
|
|
4.3
|
%
|
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|||||||||||||||
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|||||||||
New video game hardware
(1)
|
|
$
|
1,791.8
|
|
|
19.4
|
%
|
|
$
|
1,396.7
|
|
|
16.2
|
%
|
|
$
|
1,944.7
|
|
|
20.8
|
%
|
New video game software
|
|
2,582.0
|
|
|
28.0
|
|
|
2,493.4
|
|
|
29.0
|
|
|
2,905.1
|
|
|
31.0
|
|
|||
Pre-owned and value video game products
|
|
2,149.6
|
|
|
23.3
|
|
|
2,254.1
|
|
|
26.2
|
|
|
2,374.7
|
|
|
25.4
|
|
|||
Video game accessories
|
|
784.3
|
|
|
8.5
|
|
|
676.7
|
|
|
7.9
|
|
|
703.0
|
|
|
7.5
|
|
|||
Digital
|
|
189.2
|
|
|
2.1
|
|
|
181.0
|
|
|
2.1
|
|
|
188.3
|
|
|
2.0
|
|
|||
Technology Brands
(2)
|
|
803.6
|
|
|
8.7
|
|
|
814.0
|
|
|
9.5
|
|
|
534.0
|
|
|
5.7
|
|
|||
Collectibles
|
|
636.2
|
|
|
6.9
|
|
|
494.1
|
|
|
5.7
|
|
|
309.7
|
|
|
3.3
|
|
|||
Other
(3)
|
|
287.9
|
|
|
3.1
|
|
|
297.9
|
|
|
3.4
|
|
|
404.3
|
|
|
4.3
|
|
|||
Total
|
|
$
|
9,224.6
|
|
|
100.0
|
%
|
|
$
|
8,607.9
|
|
|
100.0
|
%
|
|
$
|
9,363.8
|
|
|
100.0
|
%
|
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|||||||||||||||
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|||||||||
New video game hardware
(1)
|
|
$
|
163.1
|
|
|
9.1
|
%
|
|
$
|
154.2
|
|
|
11.0
|
%
|
|
$
|
175.5
|
|
|
9.0
|
%
|
New video game software
|
|
590.3
|
|
|
22.9
|
|
|
600.4
|
|
|
24.1
|
|
|
689.3
|
|
|
23.7
|
|
|||
Pre-owned and value video game products
|
|
977.1
|
|
|
45.5
|
|
|
1,044.1
|
|
|
46.3
|
|
|
1,114.5
|
|
|
46.9
|
|
|||
Video game accessories
|
|
255.0
|
|
|
32.5
|
|
|
235.2
|
|
|
34.8
|
|
|
255.5
|
|
|
36.3
|
|
|||
Digital
|
|
162.4
|
|
|
85.8
|
|
|
155.5
|
|
|
85.9
|
|
|
149.6
|
|
|
79.4
|
|
|||
Technology Brands
(2)
|
|
594.0
|
|
|
73.9
|
|
|
554.6
|
|
|
68.1
|
|
|
306.6
|
|
|
57.4
|
|
|||
Collectibles
|
|
208.2
|
|
|
32.7
|
|
|
171.6
|
|
|
34.7
|
|
|
116.6
|
|
|
37.6
|
|
|||
Other
(3)
|
|
90.0
|
|
|
31.3
|
|
|
93.7
|
|
|
31.5
|
|
|
110.7
|
|
|
27.4
|
|
|||
Total
|
|
$
|
3,040.1
|
|
|
33.0
|
%
|
|
$
|
3,009.3
|
|
|
35.0
|
%
|
|
$
|
2,918.3
|
|
|
31.2
|
%
|
(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 stores, Simply Mac stores and Cricket Wireless branded stores, which were sold in January 2018.
|
(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.
|
|
|
Fiscal Year
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
9,224.6
|
|
|
$
|
8,607.9
|
|
|
$
|
616.7
|
|
|
7.2
|
%
|
Cost of sales
|
|
6,184.5
|
|
|
5,598.6
|
|
|
585.9
|
|
|
10.5
|
|
|||
Gross profit
|
|
3,040.1
|
|
|
3,009.3
|
|
|
30.8
|
|
|
1.0
|
|
|||
Selling, general and administrative expenses
|
|
2,363.0
|
|
|
2,252.6
|
|
|
110.4
|
|
|
4.9
|
|
|||
Depreciation and amortization
|
|
150.7
|
|
|
165.2
|
|
|
(14.5
|
)
|
|
(8.8
|
)
|
|||
Goodwill impairments
|
|
32.8
|
|
|
—
|
|
|
32.8
|
|
|
n/a
|
||||
Asset impairments
|
|
358.0
|
|
|
33.8
|
|
|
324.2
|
|
|
959.2
|
|
|||
Operating earnings
|
|
135.6
|
|
|
557.7
|
|
|
(422.1
|
)
|
|
(75.7
|
)
|
|||
Interest expense, net
|
|
55.3
|
|
|
53.0
|
|
|
2.3
|
|
|
4.3
|
|
|||
Earnings before income tax expense
|
|
80.3
|
|
|
504.7
|
|
|
(424.4
|
)
|
|
(84.1
|
)
|
|||
Income tax expense
|
|
45.6
|
|
|
151.5
|
|
|
(105.9
|
)
|
|
(69.9
|
)
|
|||
Net income
|
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
(318.5
|
)
|
|
(90.2
|
)%
|
|
|
Net Sales
|
|
Change
|
|||||||||||
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
New video game hardware
(1)
|
|
$
|
1,791.8
|
|
|
$
|
1,396.7
|
|
|
$
|
395.1
|
|
|
28.3
|
%
|
New video game software
|
|
2,582.0
|
|
|
2,493.4
|
|
|
88.6
|
|
|
3.6
|
|
|||
Pre-owned and value video game products
|
|
2,149.6
|
|
|
2,254.1
|
|
|
(104.5
|
)
|
|
(4.6
|
)
|
|||
Video game accessories
|
|
784.3
|
|
|
676.7
|
|
|
107.6
|
|
|
15.9
|
|
|||
Digital
|
|
189.2
|
|
|
181.0
|
|
|
8.2
|
|
|
4.5
|
|
|||
Technology Brands
(2)
|
|
803.6
|
|
|
814.0
|
|
|
(10.4
|
)
|
|
(1.3
|
)
|
|||
Collectibles
|
|
636.2
|
|
|
494.1
|
|
|
142.1
|
|
|
28.8
|
|
|||
Other
(3)
|
|
287.9
|
|
|
297.9
|
|
|
(10.0
|
)
|
|
(3.4
|
)
|
|||
Total
|
|
$
|
9,224.6
|
|
|
$
|
8,607.9
|
|
|
$
|
616.7
|
|
|
7.2
|
%
|
|
|
Gross Profit
|
|
Change
|
|||||||||||
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
New video game hardware
(1)
|
|
$
|
163.1
|
|
|
$
|
154.2
|
|
|
$
|
8.9
|
|
|
5.8
|
%
|
New video game software
|
|
590.3
|
|
|
600.4
|
|
|
(10.1
|
)
|
|
(1.7
|
)
|
|||
Pre-owned and value video game products
|
|
977.1
|
|
|
1,044.1
|
|
|
(67.0
|
)
|
|
(6.4
|
)
|
|||
Video game accessories
|
|
255.0
|
|
|
235.2
|
|
|
19.8
|
|
|
8.4
|
|
|||
Digital
|
|
162.4
|
|
|
155.5
|
|
|
6.9
|
|
|
4.4
|
|
|||
Technology Brands
(2)
|
|
594.0
|
|
|
554.6
|
|
|
39.4
|
|
|
7.1
|
|
|||
Collectibles
|
|
208.2
|
|
|
171.6
|
|
|
36.6
|
|
|
21.3
|
|
|||
Other
(3)
|
|
90.0
|
|
|
93.7
|
|
|
(3.7
|
)
|
|
(3.9
|
)
|
|||
Total
|
|
$
|
3,040.1
|
|
|
$
|
3,009.3
|
|
|
$
|
30.8
|
|
|
1.0
|
%
|
(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 stores, Simply Mac stores and Cricket Wireless branded stores, which were sold in January 2018.
|
(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.
|
•
|
New video game hardware sales increased
$395.1 million
, or
28.3%
, for fiscal 2017 as compared to fiscal 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
$142.1 million
, or
28.8%
, for fiscal 2017 as compared to fiscal 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.
|
•
|
Video game accessories increased
$107.6 million
, or
15.9%
, for fiscal 2017 as compared to fiscal 2016, primarily due to the recent release of the Nintendo Switch.
|
•
|
New video game software sales increased
$88.6 million
, or
3.6%
, for fiscal 2017 as compared to fiscal 2016, primarily due to the recent release of the Nintendo Switch.
|
•
|
New video game hardware decreased to
9.1%
in fiscal 2017 from
11.0%
in fiscal 2016, primarily due to product mix shift in console sales.
|
•
|
New video game software decreased to
22.9%
in fiscal 2017 from
24.1%
in fiscal 2016, primarily due to lower cooperative advertising funds as a percentage of sales combined with higher promotional activity in the fiscal 2017 holiday season.
|
•
|
Pre-owned and value video game products decreased to
45.5%
in fiscal 2017 from
46.3%
in fiscal 2016 due to a greater mix of sales of current generation products, which carry lower gross margin than previous generation products.
|
•
|
Video game accessories decreased to
32.5%
in fiscal 2017 from
34.8%
in fiscal 2016, due to a shift in product mix including PlayStation VR which carry lower margin.
|
•
|
Collectibles decreased to
32.7%
in fiscal 2017 from
34.7%
in fiscal 2016, primarily due to increased promotional activity in the fiscal 2017 holiday season.
|
|
|
Fiscal Year
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
8,607.9
|
|
|
$
|
9,363.8
|
|
|
$
|
(755.9
|
)
|
|
(8.1
|
)%
|
Cost of sales
|
|
5,598.6
|
|
|
6,445.5
|
|
|
(846.9
|
)
|
|
(13.1
|
)
|
|||
Gross profit
|
|
3,009.3
|
|
|
2,918.3
|
|
|
91.0
|
|
|
3.1
|
|
|||
Selling, general and administrative expenses
|
|
2,252.6
|
|
|
2,108.9
|
|
|
143.7
|
|
|
6.8
|
|
|||
Depreciation and amortization
|
|
165.2
|
|
|
156.6
|
|
|
8.6
|
|
|
5.5
|
|
|||
Asset impairments
|
|
33.8
|
|
|
4.6
|
|
|
29.2
|
|
|
634.8
|
|
|||
Operating earnings
|
|
557.7
|
|
|
648.2
|
|
|
(90.5
|
)
|
|
(14.0
|
)
|
|||
Interest expense, net
|
|
53.0
|
|
|
23.0
|
|
|
30.0
|
|
|
130.4
|
|
|||
Earnings before income tax expense
|
|
504.7
|
|
|
625.2
|
|
|
(120.5
|
)
|
|
(19.3
|
)
|
|||
Income tax expense
|
|
151.5
|
|
|
222.4
|
|
|
(70.9
|
)
|
|
(31.9
|
)
|
|||
Net income
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
|
$
|
(49.6
|
)
|
|
(12.3
|
)%
|
|
|
Net Sales
|
|
Change
|
|||||||||||
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
New video game hardware
(1)
|
|
$
|
1,396.7
|
|
|
$
|
1,944.7
|
|
|
$
|
(548.0
|
)
|
|
(28.2
|
)%
|
New video game software
|
|
2,493.4
|
|
|
2,905.1
|
|
|
(411.7
|
)
|
|
(14.2
|
)
|
|||
Pre-owned and value video game products
|
|
2,254.1
|
|
|
2,374.7
|
|
|
(120.6
|
)
|
|
(5.1
|
)
|
|||
Video game accessories
|
|
676.7
|
|
|
703.0
|
|
|
(26.3
|
)
|
|
(3.7
|
)
|
|||
Digital
|
|
181.0
|
|
|
188.3
|
|
|
(7.3
|
)
|
|
(3.9
|
)
|
|||
Technology Brands
(2)
|
|
814.0
|
|
|
534.0
|
|
|
280.0
|
|
|
52.4
|
|
|||
Collectibles
|
|
494.1
|
|
|
309.7
|
|
|
184.4
|
|
|
59.5
|
|
|||
Other
(3)
|
|
297.9
|
|
|
404.3
|
|
|
(106.4
|
)
|
|
(26.3
|
)
|
|||
Total
|
|
$
|
8,607.9
|
|
|
$
|
9,363.8
|
|
|
$
|
(755.9
|
)
|
|
(8.1
|
)%
|
|
|
Gross Profit
|
|
Change
|
|||||||||||
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|
$
|
|
%
|
|||||||
|
|
($ in millions)
|
|
|
|
|
|||||||||
New video game hardware
(1)
|
|
$
|
154.2
|
|
|
$
|
175.5
|
|
|
$
|
(21.3
|
)
|
|
(12.1
|
)%
|
New video game software
|
|
600.4
|
|
|
689.3
|
|
|
(88.9
|
)
|
|
(12.9
|
)
|
|||
Pre-owned and value video game products
|
|
1,044.1
|
|
|
1,114.5
|
|
|
(70.4
|
)
|
|
(6.3
|
)
|
|||
Video game accessories
|
|
235.2
|
|
|
255.5
|
|
|
(20.3
|
)
|
|
(7.9
|
)
|
|||
Digital
|
|
155.5
|
|
|
149.6
|
|
|
5.9
|
|
|
3.9
|
|
|||
Technology Brands
(2)
|
|
554.6
|
|
|
306.6
|
|
|
248.0
|
|
|
80.9
|
|
|||
Collectibles
|
|
171.6
|
|
|
116.6
|
|
|
55.0
|
|
|
47.2
|
|
|||
Other
(3)
|
|
93.7
|
|
|
110.7
|
|
|
(17.0
|
)
|
|
(15.4
|
)
|
|||
Total
|
|
$
|
3,009.3
|
|
|
$
|
2,918.3
|
|
|
$
|
91.0
|
|
|
3.1
|
%
|
(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 branded stores, our Cricket branded stores, which were sold in January 2018, 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.
|
•
|
New video game hardware sales decreased $548.0 million, or 28.2%, for fiscal 2016 as compared to fiscal 2015, primarily due to a decline in the quantity of hardware units sold combined with a reduction in selling price of certain models as the console cycle matures.
|
•
|
New video game software sales decreased $411.7 million, or 14.2%, for fiscal 2016 as compared to fiscal 2015, primarily due to weaker new title releases in the current year.
|
•
|
Pre-owned and value video game product sales decreased $120.6 million, or 5.1%, for fiscal 2016 as compared to fiscal 2015, primarily due to the decrease in store traffic as a result of weaker new release titles and hardware unit sales declines in the current year.
|
•
|
Other sales decreased $106.4 million, or 26.3%, for fiscal 2016 as compared to fiscal 2015, primarily due to the decline in sales of interactive game figures and mobile and consumer electronics sold through our Video Game Brands stores.
|
•
|
Technology Brands sales increased $280.0 million, or 52.4%, for fiscal 2016 as compared to fiscal 2015, primarily due to the acquisition and opening of Spring Mobile managed AT&T stores within the Technology Brands segment.
|
•
|
Collectibles sales increased $184.4 million, or 59.5%, for fiscal 2016 compared to fiscal 2015, due to the acquisition of ThinkGeek in July 2015, the growth of collectibles sales in our Video Game Brands stores and the growth in the number of stand-alone collectibles stores.
|
•
|
Gross profit as a percentage of sales on Technology Brands sales increased to 68.1% in fiscal 2016 from 57.4% in fiscal 2015 due to the growth in the number of Spring Mobile stores which carry higher margins than the other businesses inside Technology Brands.
|
•
|
Gross profit as a percentage of sales on digital sales increased to 85.9% in fiscal 2016 from 79.4% in fiscal 2015 primarily due to a change in the mix of sales and the related commissions on the digital products we sold.
|
•
|
Gross profit as a percentage of sales of other products increased to 31.5% in fiscal 2016 from 27.4% in fiscal 2015 primarily driven by higher gross margin in mobile and consumer electronics sold through our Video Game Brands stores.
|
•
|
Gross profit as a percentage of sales on collectibles decreased to 34.7% in fiscal 2016 from 37.6% in fiscal 2015, due to the addition of the ThinkGeek.com business in July 2015 which carries higher fulfillment costs compared to our in-store sales.
|
•
|
Gross profit as a percentage of sales on video game accessories decreased to 34.8% in fiscal 2016 from 36.3% in fiscal 2015, due to the introduction of the PlayStation VR in fiscal 2016, which carries a lower gross margin than other accessory products.
|
•
|
Gross profit as a percentage of sales on pre-owned and value video game products decreased to 46.3% in fiscal 2016 from 46.9% in fiscal 2015 due to a greater mix of sales of current generation products, which carry lower gross margin than previous generation products.
|
As of and for the Fiscal Year Ended February 3, 2018
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
5,749.9
|
|
|
$
|
434.9
|
|
|
$
|
702.2
|
|
|
$
|
1,534.0
|
|
|
$
|
803.6
|
|
|
$
|
9,224.6
|
|
Operating earnings (loss)
|
$
|
344.9
|
|
|
$
|
18.5
|
|
|
$
|
34.9
|
|
|
$
|
53.0
|
|
|
$
|
(315.7
|
)
|
|
$
|
135.6
|
|
Segment Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store count
|
3,864
|
|
|
321
|
|
|
467
|
|
|
1,247
|
|
|
1,377
|
|
|
7,276
|
|
||||||
Comparable store sales
(1)
|
4.3
|
%
|
|
10.0
|
%
|
|
8.2
|
%
|
|
9.5
|
%
|
|
n/a
|
|
|
5.8
|
%
|
As of and for the Fiscal Year Ended January 28, 2017
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
5,488.9
|
|
|
$
|
382.0
|
|
|
$
|
609.5
|
|
|
$
|
1,313.5
|
|
|
$
|
814.0
|
|
|
$
|
8,607.9
|
|
Operating earnings
|
$
|
430.2
|
|
|
$
|
22.4
|
|
|
$
|
34.9
|
|
|
$
|
26.0
|
|
|
$
|
44.2
|
|
|
$
|
557.7
|
|
Segment Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store count
|
3,944
|
|
|
322
|
|
|
464
|
|
|
1,283
|
|
|
1,522
|
|
|
7,535
|
|
||||||
Comparable store sales
(1)
|
(13.5
|
)%
|
|
(12.6
|
)%
|
|
(2.0
|
)%
|
|
(2.7
|
)%
|
|
n/a
|
|
|
(11.0
|
)%
|
As of and for the Fiscal Year Ended January 30, 2016
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
6,435.1
|
|
|
$
|
446.6
|
|
|
$
|
591.4
|
|
|
$
|
1,356.7
|
|
|
$
|
534.0
|
|
|
$
|
9,363.8
|
|
Operating earnings
|
$
|
504.3
|
|
|
$
|
29.4
|
|
|
$
|
38.7
|
|
|
$
|
48.8
|
|
|
$
|
27.0
|
|
|
$
|
648.2
|
|
Segment Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store count
|
4,013
|
|
|
325
|
|
|
444
|
|
|
1,299
|
|
|
1,036
|
|
|
7,117
|
|
||||||
Comparable store sales
(1)
|
4.8
|
%
|
|
9.8
|
%
|
|
7.5
|
%
|
|
(0.8
|
)%
|
|
n/a
|
|
|
4.3
|
%
|
(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 the performance of our Technology Brands stores 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. The comparable store gross profit for our Technology Brands stores declined 13.1% during the fiscal year ended February 3, 2018.
|
|
|
Fiscal Year
|
||||||
|
|
2016
|
|
2015
|
||||
Total number of shares purchased
|
|
3.0
|
|
|
5.2
|
|
||
Average price per share
|
|
$
|
24.94
|
|
|
$
|
38.68
|
|
Aggregate value of shares purchased
|
|
$
|
75.1
|
|
|
$
|
202.0
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Operating leases
|
|
$
|
929.8
|
|
|
$
|
377.2
|
|
|
$
|
399.5
|
|
|
$
|
114.3
|
|
|
$
|
38.8
|
|
Purchase obligations
(1)
|
|
591.5
|
|
|
591.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
2019 Senior Notes
|
|
350.0
|
|
|
—
|
|
|
350.0
|
|
|
—
|
|
|
—
|
|
|||||
2021 Senior Notes
|
|
475.0
|
|
|
—
|
|
|
475.0
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on senior notes
|
|
150.7
|
|
|
51.3
|
|
|
99.4
|
|
|
—
|
|
|
—
|
|
|||||
Contingent consideration
(2)
|
|
12.2
|
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
(3)
|
|
$
|
2,509.2
|
|
|
$
|
1,032.0
|
|
|
$
|
1,324.1
|
|
|
$
|
114.3
|
|
|
$
|
38.8
|
|
(1)
|
Purchase obligations represent outstanding purchase orders for merchandise from vendors. These purchase orders are generally cancelable until shipment of the products.
|
(2)
|
Contingent consideration relates to our acquisition of stores from an AT&T authorized retailer in fiscal 2016. As of
February 3, 2018
, $12.2 million was included in accrued liabilities in our consolidated balance sheets which was paid in the first quarter of 2018.
|
(3)
|
As of
February 3, 2018
, we had
$31.8
million of income tax liability related to unrecognized tax benefits in other long-term liabilities in our consolidated balance sheet. At the time of this filing, the settlement period for the noncurrent portion of our income tax liability (and the timing of any related payments) cannot be reasonably determined and therefore these liabilities are excluded from the table above. In addition, certain payments related to unrecognized tax benefits would be partially offset by reductions in payments in other jurisdictions. See Note 7, "Income Taxes," to our consolidated financial statements for further information regarding our uncertain tax positions.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ DELOITTE & TOUCHE LLP
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*
|
ITEM 11.
|
EXECUTIVE COMPENSATION*
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE*
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES*
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
(a)
|
The following documents are filed as a part of this Form 10-K:
|
(1)
|
Index and Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules required to be filed by Item 8 of this Form 10-K:
|
(b)
|
Exhibits
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged
to Other
Accounts-
Accounts
Payable
(1)
|
|
Deductions-
Write-Offs
Net of
Recoveries
|
|
Balance at
End of
Period
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Inventory Reserve
|
|
|
|
|
|
|
|
|
|
|
||||||||||
53 Weeks Ended February 3, 2018
|
|
$
|
59.0
|
|
|
$
|
57.3
|
|
|
$
|
50.7
|
|
|
$
|
(107.8
|
)
|
|
$
|
59.2
|
|
52 Weeks Ended January 28, 2017
|
|
$
|
61.5
|
|
|
$
|
47.5
|
|
|
$
|
49.6
|
|
|
$
|
(99.6
|
)
|
|
$
|
59.0
|
|
52 Weeks Ended January 30, 2016
|
|
$
|
69.3
|
|
|
$
|
36.9
|
|
|
$
|
58.2
|
|
|
$
|
(102.9
|
)
|
|
$
|
61.5
|
|
Valuation Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
53 Weeks Ended February 3, 2018
|
|
$
|
39.4
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
(6.1
|
)
|
|
$
|
36.9
|
|
52 Weeks Ended January 28, 2017
|
|
$
|
18.8
|
|
|
$
|
20.9
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
39.4
|
|
52 Weeks Ended January 30, 2016
|
|
$
|
24.3
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
(5.9
|
)
|
|
$
|
18.8
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
GAMESTOP CORP.
|
|
|
|
|
|
By:
|
/s/ MICHAEL MAULER
|
|
|
Michael Mauler
|
|
|
Chief Executive Officer and Director
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ MICHAEL MAULER
|
|
Chief Executive Officer and Director
|
|
April 2, 2018
|
Michael Mauler
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ DANIEL A. DEMATTEO
|
|
Executive Chairman and Director
|
|
April 2, 2018
|
Daniel A. DeMatteo
|
|
|
|
|
|
|
|
||
/s/ ROBERT A. LLOYD
|
|
Executive Vice President and Chief Financial Officer
|
|
April 2, 2018
|
Robert A. Lloyd
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ TROY W. CRAWFORD
|
|
Senior Vice President, Chief Accounting Officer
|
|
April 2, 2018
|
Troy W. Crawford
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ JEROME L. DAVIS
|
|
Director
|
|
April 2, 2018
|
Jerome L. Davis
|
|
|
|
|
|
|
|
||
/s/ THOMAS N. KELLY JR.
|
|
Director
|
|
April 2, 2018
|
Thomas N. Kelly Jr.
|
|
|
|
|
|
|
|
|
|
/s/ SHANE S. KIM
|
|
Director
|
|
April 2, 2018
|
Shane S. Kim
|
|
|
|
|
|
|
|
||
/s/ STEVEN R. KOONIN
|
|
Director
|
|
April 2, 2018
|
Steven R. Koonin
|
|
|
|
|
|
|
|
||
/s/ STEPHANIE M. SHERN
|
|
Director
|
|
April 2, 2018
|
Stephanie M. Shern
|
|
|
|
|
|
|
|
||
/s/ GERALD R. SZCZEPANSKI
|
|
Director
|
|
April 2, 2018
|
Gerald R. Szczepanski
|
|
|
|
|
|
|
|
||
/s/ KATHY P. VRABECK
|
|
Director
|
|
April 2, 2018
|
Kathy P. Vrabeck
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE S. ZILAVY
|
|
Director
|
|
April 2, 2018
|
Lawrence S. Zilavy
|
|
|
|
|
|
Page
|
GameStop Corp. Consolidated Financial Statements:
|
|
Consolidated Financial Statements:
|
|
Notes to Consolidated Financial Statements:
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
864.4
|
|
|
$
|
669.4
|
|
Receivables, net
|
|
182.7
|
|
|
220.9
|
|
||
Merchandise inventories, net
|
|
1,366.7
|
|
|
1,121.5
|
|
||
Prepaid expenses and other current assets
|
|
124.9
|
|
|
128.9
|
|
||
Total current assets
|
|
2,538.7
|
|
|
2,140.7
|
|
||
Property and equipment:
|
|
|
|
|
||||
Land
|
|
19.9
|
|
|
18.6
|
|
||
Buildings and leasehold improvements
|
|
769.8
|
|
|
724.5
|
|
||
Fixtures and equipment
|
|
973.5
|
|
|
931.4
|
|
||
Total property and equipment
|
|
1,763.2
|
|
|
1,674.5
|
|
||
Less accumulated depreciation
|
|
1,330.0
|
|
|
1,203.5
|
|
||
Property and equipment, net
|
|
433.2
|
|
|
471.0
|
|
||
Deferred income taxes
|
|
158.2
|
|
|
59.0
|
|
||
Goodwill
|
|
1,667.3
|
|
|
1,725.2
|
|
||
Other intangible assets, net
|
|
169.5
|
|
|
507.2
|
|
||
Other noncurrent assets
|
|
74.7
|
|
|
72.8
|
|
||
Total noncurrent assets
|
|
2,502.9
|
|
|
2,835.2
|
|
||
Total assets
|
|
$
|
5,041.6
|
|
|
$
|
4,975.9
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
902.0
|
|
|
$
|
616.6
|
|
Accrued liabilities
|
|
976.1
|
|
|
1,090.9
|
|
||
Income taxes payable
|
|
37.5
|
|
|
54.0
|
|
||
Total current liabilities
|
|
1,915.6
|
|
|
1,761.5
|
|
||
Deferred income taxes
|
|
5.0
|
|
|
23.0
|
|
||
Long-term debt, net
|
|
817.9
|
|
|
815.0
|
|
||
Other long-term liabilities
|
|
88.6
|
|
|
122.3
|
|
||
Total long-term liabilities
|
|
911.5
|
|
|
960.3
|
|
||
Total liabilities
|
|
2,827.1
|
|
|
2,721.8
|
|
||
Commitments and contingencies (Notes 7, 10 and 11)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Class A common stock — $.001 par value; authorized 300.0 shares; 101.3 and 101.0 shares issued, 101.3 and 101.0 shares outstanding, respectively
|
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
|
22.1
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
|
12.2
|
|
|
(47.3
|
)
|
||
Retained earnings
|
|
2,180.1
|
|
|
2,301.3
|
|
||
Total stockholders' equity
|
|
2,214.5
|
|
|
2,254.1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
5,041.6
|
|
|
$
|
4,975.9
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
9,224.6
|
|
|
$
|
8,607.9
|
|
|
$
|
9,363.8
|
|
Cost of sales
|
|
6,184.5
|
|
|
5,598.6
|
|
|
6,445.5
|
|
|||
Gross profit
|
|
3,040.1
|
|
|
3,009.3
|
|
|
2,918.3
|
|
|||
Selling, general and administrative expenses
|
|
2,363.0
|
|
|
2,252.6
|
|
|
2,108.9
|
|
|||
Depreciation and amortization
|
|
150.7
|
|
|
165.2
|
|
|
156.6
|
|
|||
Goodwill impairments
|
|
32.8
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
|
358.0
|
|
|
33.8
|
|
|
4.6
|
|
|||
Operating earnings
|
|
135.6
|
|
|
557.7
|
|
|
648.2
|
|
|||
Interest income
|
|
(1.5
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|||
Interest expense
|
|
56.8
|
|
|
53.8
|
|
|
23.4
|
|
|||
Earnings before income tax expense
|
|
80.3
|
|
|
504.7
|
|
|
625.2
|
|
|||
Income tax expense
|
|
45.6
|
|
|
151.5
|
|
|
222.4
|
|
|||
Net income
|
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.34
|
|
|
$
|
3.42
|
|
|
$
|
3.80
|
|
Diluted
|
|
$
|
0.34
|
|
|
$
|
3.40
|
|
|
$
|
3.78
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
101.4
|
|
|
103.4
|
|
|
106.0
|
|
|||
Diluted
|
|
101.5
|
|
|
103.8
|
|
|
106.7
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
59.5
|
|
|
41.5
|
|
|
(63.4
|
)
|
|||
Total comprehensive income
|
|
$
|
94.2
|
|
|
$
|
394.7
|
|
|
$
|
339.4
|
|
|
|
Class A
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at February 1, 2015
|
|
107.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(25.4
|
)
|
|
$
|
2,093.0
|
|
|
$
|
2,067.7
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402.8
|
|
|
402.8
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63.4
|
)
|
|
—
|
|
|
(63.4
|
)
|
|||||
Dividends declared, $1.44 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153.5
|
)
|
|
(153.5
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
29.9
|
|
|
—
|
|
|
—
|
|
|
29.9
|
|
|||||
Repurchases of common stock
|
|
(5.2
|
)
|
|
—
|
|
|
(29.4
|
)
|
|
—
|
|
|
(172.6
|
)
|
|
(202.0
|
)
|
|||||
Settlement of stock-based awards (including tax benefit of $4.4)
|
|
0.8
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Balance at January 30, 2016
|
|
103.3
|
|
|
0.1
|
|
|
—
|
|
|
(88.8
|
)
|
|
2,169.7
|
|
|
2,081.0
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.2
|
|
|
353.2
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.5
|
|
|
—
|
|
|
41.5
|
|
|||||
Dividends declared, $1.48 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155.1
|
)
|
|
(155.1
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
|||||
Repurchases of common stock
|
|
(3.0
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(66.5
|
)
|
|
(75.1
|
)
|
|||||
Settlement of stock-based awards (including tax deficiency of $0.8)
|
|
0.7
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|||||
Balance at January 28, 2017
|
|
101.0
|
|
|
0.1
|
|
|
—
|
|
|
(47.3
|
)
|
|
2,301.3
|
|
|
2,254.1
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.7
|
|
|
34.7
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.5
|
|
|
—
|
|
|
59.5
|
|
|||||
Dividends declared, $1.52 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155.9
|
)
|
|
(155.9
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement of stock-based awards
|
|
0.3
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||
Balance at February 3, 2018
|
|
101.3
|
|
|
$
|
0.1
|
|
|
$
|
22.1
|
|
|
$
|
12.2
|
|
|
$
|
2,180.1
|
|
|
$
|
2,214.5
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization (including amounts in cost of sales)
|
|
151.9
|
|
|
166.7
|
|
|
158.2
|
|
|||
Goodwill and asset impairments
|
|
395.1
|
|
|
33.8
|
|
|
4.6
|
|
|||
Stock-based compensation expense
|
|
25.6
|
|
|
17.8
|
|
|
29.9
|
|
|||
Deferred income taxes
|
|
(107.9
|
)
|
|
(37.2
|
)
|
|
(1.5
|
)
|
|||
Excess tax benefits related to stock-based awards
|
|
—
|
|
|
0.8
|
|
|
(4.4
|
)
|
|||
Loss on disposal of property and equipment
|
|
8.5
|
|
|
10.4
|
|
|
3.6
|
|
|||
Gain on divestiture
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
24.9
|
|
|
15.5
|
|
|
(4.6
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
35.7
|
|
|
(43.9
|
)
|
|
(58.1
|
)
|
|||
Merchandise inventories
|
|
(256.3
|
)
|
|
14.7
|
|
|
(49.2
|
)
|
|||
Prepaid expenses and other current assets
|
|
(1.2
|
)
|
|
(11.4
|
)
|
|
(6.0
|
)
|
|||
Prepaid income taxes and income taxes payable
|
|
(24.7
|
)
|
|
(49.1
|
)
|
|
95.9
|
|
|||
Accounts payable and accrued liabilities
|
|
169.8
|
|
|
64.1
|
|
|
91.4
|
|
|||
Changes in other long-term liabilities
|
|
(14.8
|
)
|
|
1.7
|
|
|
(5.8
|
)
|
|||
Net cash flows provided by operating activities
|
|
434.9
|
|
|
537.1
|
|
|
656.8
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(113.4
|
)
|
|
(142.7
|
)
|
|
(173.2
|
)
|
|||
Acquisitions, net of cash acquired of $0.0, $0.1, and $13.9, respectively
|
|
(8.5
|
)
|
|
(441.2
|
)
|
|
(267.5
|
)
|
|||
Proceeds from divestiture
|
|
55.0
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
3.2
|
|
|
5.9
|
|
|
(3.9
|
)
|
|||
Net cash flows used in investing activities
|
|
(63.7
|
)
|
|
(578.0
|
)
|
|
(444.6
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of acquisition-related debt
|
|
(21.8
|
)
|
|
(0.4
|
)
|
|
(2.2
|
)
|
|||
Repurchase of common shares
|
|
(22.0
|
)
|
|
(63.1
|
)
|
|
(194.3
|
)
|
|||
Dividends paid
|
|
(155.2
|
)
|
|
(155.5
|
)
|
|
(154.1
|
)
|
|||
Proceeds from senior notes
|
|
—
|
|
|
475.0
|
|
|
—
|
|
|||
Borrowings from the revolver
|
|
373.0
|
|
|
545.0
|
|
|
463.0
|
|
|||
Repayments of revolver borrowings
|
|
(373.0
|
)
|
|
(545.0
|
)
|
|
(463.0
|
)
|
|||
Payments of financing costs
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|||
Issuance of common stock, net of share repurchases for withholding taxes
|
|
(3.5
|
)
|
|
(8.4
|
)
|
|
—
|
|
|||
Excess tax benefits related to stock-based awards
|
|
—
|
|
|
(0.8
|
)
|
|
4.4
|
|
|||
Net cash flows (used in) provided by financing activities
|
|
(202.5
|
)
|
|
238.7
|
|
|
(346.2
|
)
|
|||
Exchange rate effect on cash and cash equivalents
|
|
26.3
|
|
|
21.2
|
|
|
(25.7
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
195.0
|
|
|
219.0
|
|
|
(159.7
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
669.4
|
|
|
450.4
|
|
|
610.1
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
864.4
|
|
|
$
|
669.4
|
|
|
$
|
450.4
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
14.0
|
|
|
$
|
23.3
|
|
|
$
|
21.8
|
|
Income taxes paid
|
|
$
|
168.3
|
|
|
$
|
230.1
|
|
|
$
|
122.2
|
|
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Total
|
||||||||||||
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible asset impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
339.8
|
|
|
$
|
339.8
|
|
Store and other asset impairment charges
|
|
1.2
|
|
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|
15.5
|
|
|
18.2
|
|
||||||
Total
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
1.2
|
|
|
$
|
355.3
|
|
|
$
|
358.0
|
|
Fiscal 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible asset impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
7.0
|
|
|
$
|
14.4
|
|
Store and other asset impairment charges
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
2.3
|
|
|
16.6
|
|
|
19.4
|
|
||||||
Total
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
23.6
|
|
|
$
|
33.8
|
|
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible asset impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Store and other asset impairment charges
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
1.0
|
|
|
4.4
|
|
||||||
Total
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
|
$
|
4.6
|
|
Assets acquired
|
|
||
Merchandise inventories
|
$
|
13.1
|
|
Prepaid expenses and other current assets
|
0.2
|
|
|
Property and equipment
|
23.9
|
|
|
Goodwill
|
239.1
|
|
|
Other intangible asset — dealer agreements
|
163.0
|
|
|
Other noncurrent assets
|
6.9
|
|
|
Total assets acquired
|
446.2
|
|
|
Liabilities assumed
|
|
||
Accounts payable
|
9.5
|
|
|
Accrued liabilities
|
0.2
|
|
|
Total liabilities assumed
|
9.7
|
|
|
|
|
||
Total estimated purchase price
|
$
|
436.5
|
|
Assets acquired
|
|
||
Receivables
|
$
|
6.9
|
|
Merchandise inventories
|
25.6
|
|
|
Prepaid expenses and other current assets
|
12.5
|
|
|
Property and equipment
|
0.9
|
|
|
Deferred income taxes
|
2.8
|
|
|
Other non-current assets
|
0.1
|
|
|
Goodwill
|
52.2
|
|
|
Other intangible assets
|
33.4
|
|
|
Total assets acquired
|
134.4
|
|
|
Liabilities assumed
|
|
||
Accounts payable
|
3.6
|
|
|
Accrued liabilities
|
17.3
|
|
|
Deferred income taxes
|
(12.6
|
)
|
|
Other long-term liabilities
|
0.1
|
|
|
Total liabilities assumed
|
8.4
|
|
|
|
|
||
Total purchase price
|
$
|
126.0
|
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||
|
|
Level 2
|
|
Level 3
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
13.3
|
|
|
$
|
—
|
|
Other noncurrent assets
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Company-owned life insurance
(1)
|
|
13.9
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
||||
Total assets
|
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
25.8
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Nonqualified deferred compensation
(2)
|
|
1.2
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Contingent consideration
(3)
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
43.2
|
|
||||
Total liabilities
|
|
$
|
11.1
|
|
|
$
|
12.2
|
|
|
$
|
5.4
|
|
|
$
|
43.2
|
|
(3)
|
As of February 3, 2018,
$12.2 million
was included in accrued liabilities in our consolidated balance sheets. As of January 28, 2017, the current portion of
$20.0 million
was recognized in accrued liabilities and the noncurrent portion of
$23.2 million
was recognized in other long-term liabilities in our consolidated balance sheet.
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
(Losses) gains on the changes in fair value of derivative instruments
|
|
$
|
(24.6
|
)
|
|
$
|
20.0
|
|
|
$
|
(5.2
|
)
|
Gains (losses) on the re-measurement of related intercompany loans and foreign currency assets and liabilities
|
|
27.0
|
|
|
(15.5
|
)
|
|
6.8
|
|
|||
Total
|
|
$
|
2.4
|
|
|
$
|
4.5
|
|
|
$
|
1.6
|
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Bankcard receivables
|
|
$
|
51.2
|
|
|
$
|
39.5
|
|
Vendor receivables
(1)
|
|
96.8
|
|
|
143.3
|
|
||
Technology Brands carrier receivables
|
|
42.3
|
|
|
41.0
|
|
||
Other receivables
|
|
1.8
|
|
|
2.8
|
|
||
Allowance for doubtful accounts
|
|
(9.4
|
)
|
|
(5.7
|
)
|
||
Total receivables, net
|
|
$
|
182.7
|
|
|
$
|
220.9
|
|
|
|
United States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Total
|
||||||||||||
Balance at January 30, 2016
|
|
$
|
1,195.5
|
|
|
$
|
26.9
|
|
|
$
|
65.7
|
|
|
$
|
75.7
|
|
|
$
|
112.9
|
|
|
$
|
1,476.7
|
|
Acquisitions (Note 3)
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239.1
|
|
|
243.3
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
1.7
|
|
|
4.4
|
|
|
(0.9
|
)
|
|
—
|
|
|
5.2
|
|
||||||
Balance at January 28, 2017
|
|
1,199.7
|
|
|
28.6
|
|
|
70.1
|
|
|
74.8
|
|
|
352.0
|
|
|
1,725.2
|
|
||||||
Divestitures (Note 3)
|
|
(40.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(42.6
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
1.7
|
|
|
3.5
|
|
|
12.3
|
|
|
—
|
|
|
17.5
|
|
||||||
Impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.8
|
)
|
|
(32.8
|
)
|
||||||
Balance at February 3, 2018
|
|
$
|
1,159.5
|
|
|
$
|
30.3
|
|
|
$
|
73.6
|
|
|
$
|
87.1
|
|
|
$
|
316.8
|
|
|
$
|
1,667.3
|
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||||||||||
|
|
Gross Carrying Amount
(1)
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
$
|
49.3
|
|
|
$
|
—
|
|
|
$
|
49.3
|
|
|
$
|
43.7
|
|
|
$
|
—
|
|
|
$
|
43.7
|
|
Dealer agreements
|
|
77.0
|
|
|
—
|
|
|
77.0
|
|
|
409.3
|
|
|
—
|
|
|
409.3
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Leasehold rights
|
|
100.4
|
|
|
(67.0
|
)
|
|
33.4
|
|
|
86.4
|
|
|
(51.4
|
)
|
|
35.0
|
|
||||||
Customer relationships
|
|
14.5
|
|
|
(6.8
|
)
|
|
7.7
|
|
|
14.5
|
|
|
(4.1
|
)
|
|
10.4
|
|
||||||
Other
|
|
33.5
|
|
|
(31.4
|
)
|
|
2.1
|
|
|
39.5
|
|
|
(30.7
|
)
|
|
8.8
|
|
||||||
Total
|
|
$
|
274.7
|
|
|
$
|
(105.2
|
)
|
|
$
|
169.5
|
|
|
$
|
593.4
|
|
|
$
|
(86.2
|
)
|
|
$
|
507.2
|
|
(1)
|
The change in the gross carrying amount of intangible assets from January 28, 2017 to February 3, 2018 is due to impairments (see Note 2, "Asset Impairments") and the impact of exchange rate fluctuations.
|
Fiscal Year Ending on or around January 31,
|
|
Projected Amortization Expense
|
||
2019
|
|
$
|
11.4
|
|
2020
|
|
8.7
|
|
|
2021
|
|
6.4
|
|
|
2022
|
|
4.5
|
|
|
2023
|
|
3.7
|
|
|
|
|
$
|
34.7
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current tax expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
110.1
|
|
|
$
|
143.8
|
|
|
$
|
178.7
|
|
State
|
|
14.9
|
|
|
13.5
|
|
|
16.3
|
|
|||
Foreign
|
|
28.5
|
|
|
29.2
|
|
|
28.9
|
|
|||
|
|
153.5
|
|
|
186.5
|
|
|
223.9
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
(78.5
|
)
|
|
(1.2
|
)
|
|
0.2
|
|
|||
State
|
|
(13.4
|
)
|
|
(0.2
|
)
|
|
3.6
|
|
|||
Foreign
|
|
(16.0
|
)
|
|
(33.6
|
)
|
|
(5.3
|
)
|
|||
|
|
(107.9
|
)
|
|
(35.0
|
)
|
|
(1.5
|
)
|
|||
Total income tax expense
|
|
$
|
45.6
|
|
|
$
|
151.5
|
|
|
$
|
222.4
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
7.1
|
|
|
$
|
446.8
|
|
|
$
|
553.5
|
|
International
|
|
73.2
|
|
|
57.9
|
|
|
71.7
|
|
|||
Total
|
|
$
|
80.3
|
|
|
$
|
504.7
|
|
|
$
|
625.2
|
|
|
|
Fiscal Year
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory tax rate
(1)
|
|
33.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal effect
|
|
(0.8
|
)
|
|
1.7
|
|
|
2.1
|
|
Foreign income tax rate differential
|
|
(5.1
|
)
|
|
(0.9
|
)
|
|
(1.0
|
)
|
Change in valuation allowance
|
|
(5.1
|
)
|
|
4.1
|
|
|
(0.9
|
)
|
Subpart F income
|
|
1.5
|
|
|
1.3
|
|
|
0.9
|
|
Change in unrecognized tax benefits
|
|
(7.1
|
)
|
|
2.3
|
|
|
0.9
|
|
Interest income from hybrid securities
|
|
(4.0
|
)
|
|
(0.6
|
)
|
|
(1.6
|
)
|
Transition tax
|
|
12.7
|
|
|
—
|
|
|
—
|
|
Tax reform
|
|
39.6
|
|
|
—
|
|
|
—
|
|
Realization of losses in foreign operations not previously benefited
(2)
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
Loss on investment in foreign subsidiary
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
Intercompany sale of intangible assets
|
|
(16.4
|
)
|
|
—
|
|
|
—
|
|
Foreign tax credit
|
|
(11.7
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Withholding tax expense
|
|
11.2
|
|
|
0.2
|
|
|
0.2
|
|
Impairment of goodwill
|
|
8.5
|
|
|
—
|
|
|
—
|
|
Stock compensation
|
|
3.1
|
|
|
—
|
|
|
—
|
|
Divestitures
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
Domestic production activities deduction
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
Nondeductible interest
|
|
2.3
|
|
|
0.5
|
|
|
0.4
|
|
Unrealized (gains) losses on foreign currency exchange
|
|
(1.9
|
)
|
|
(0.1
|
)
|
|
—
|
|
Other (including permanent differences)
(3)
|
|
0.7
|
|
|
(1.6
|
)
|
|
0.2
|
|
|
|
56.8
|
%
|
|
30.0
|
%
|
|
35.6
|
%
|
(1)
|
Per IRC Section 15, we have incorporated a blended rate of
33.7%
for our year end current provision ending February 3, 2018.
|
(2)
|
In fiscal 2016, we adopted a plan of reorganization specific to certain foreign operations which resulted in our ability to recognize the benefit of foreign net operating loss carryforwards that were previously unrecognized in affected jurisdictions. As a result, we recognized a tax benefit of
$42.1 million
in the fourth quarter of fiscal 2016, which is subject to a partial valuation allowance of
$14.8 million
. The valuation allowance established for this tax benefit is reflected in the line item “Change in valuation allowance.”
|
(3)
|
Other is comprised of numerous items, none of which is greater than
1.69%
of earnings before income taxes.
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Deferred tax asset:
|
|
|
|
|
||||
Inventory obsolescence reserve
|
|
$
|
16.8
|
|
|
$
|
26.7
|
|
Deferred rents
|
|
6.9
|
|
|
8.4
|
|
||
Stock-based compensation
|
|
9.2
|
|
|
12.0
|
|
||
Net operating losses
|
|
86.2
|
|
|
89.6
|
|
||
Customer liabilities
|
|
16.6
|
|
|
19.5
|
|
||
Property and equipment
|
|
13.6
|
|
|
3.4
|
|
||
Credits
|
|
9.5
|
|
|
10.7
|
|
||
Accrued compensation
|
|
12.9
|
|
|
23.8
|
|
||
Intangible assets
|
|
63.2
|
|
|
(47.9
|
)
|
||
Other
|
|
12.9
|
|
|
18.3
|
|
||
Total deferred tax assets
|
|
247.8
|
|
|
164.5
|
|
||
Valuation allowance
|
|
(36.9
|
)
|
|
(39.4
|
)
|
||
Total deferred tax assets, net
|
|
210.9
|
|
|
125.1
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill
|
|
(49.9
|
)
|
|
(75.5
|
)
|
||
Prepaid expenses
|
|
(4.5
|
)
|
|
(5.3
|
)
|
||
Other
|
|
(3.3
|
)
|
|
(8.3
|
)
|
||
Total deferred tax liabilities
|
|
(57.7
|
)
|
|
(89.1
|
)
|
||
Net deferred tax assets
|
|
$
|
153.2
|
|
|
$
|
36.0
|
|
The above amounts are reflected in the consolidated financial statements as:
|
|
|
|
|
||||
Deferred income taxes - assets
|
|
$
|
158.2
|
|
|
$
|
59.0
|
|
Deferred income taxes - liabilities
|
|
$
|
(5.0
|
)
|
|
$
|
(23.0
|
)
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance of unrecognized tax benefits
|
|
$
|
42.1
|
|
|
$
|
31.9
|
|
|
$
|
21.4
|
|
Increases related to current period tax positions
|
|
1.0
|
|
|
3.5
|
|
|
4.0
|
|
|||
Increases related to prior period tax positions
|
|
11.2
|
|
|
7.9
|
|
|
9.0
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|||
Reductions as a result of settlements with taxing authorities
|
|
(28.1
|
)
|
|
(1.0
|
)
|
|
(1.5
|
)
|
|||
Ending balance of unrecognized tax benefits
|
|
$
|
24.9
|
|
|
$
|
42.1
|
|
|
$
|
31.9
|
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Customer liabilities
|
|
$
|
302.4
|
|
|
$
|
342.5
|
|
Deferred revenue
|
|
139.7
|
|
|
131.5
|
|
||
Employee benefits, compensation and related taxes
|
|
168.1
|
|
|
147.7
|
|
||
Checks and transfers yet to be presented for payment from zero balance cash accounts
|
|
176.4
|
|
|
268.4
|
|
||
Other taxes
|
|
63.4
|
|
|
52.0
|
|
||
Other accrued liabilities
(1)
|
|
126.1
|
|
|
148.8
|
|
||
Total accrued liabilities
|
|
$
|
976.1
|
|
|
$
|
1,090.9
|
|
(1)
|
Includes acquisition-related contingent consideration of
$12.2 million
and
$20.0 million
as of February 3, 2018 and January 28, 2017, respectively. See Note 3, "Acquisitions and Divestitures" for additional information.
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
2019 Senior Notes principal amount
|
$
|
350.0
|
|
|
$
|
350.0
|
|
2021 Senior Notes principal amount
|
475.0
|
|
|
475.0
|
|
||
Less: Unamortized debt financing costs
|
(7.1
|
)
|
|
(10.0
|
)
|
||
Long-term debt, net
|
$
|
817.9
|
|
|
$
|
815.0
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum
|
|
$
|
433.5
|
|
|
$
|
437.4
|
|
|
$
|
394.5
|
|
Percentage rentals
|
|
8.9
|
|
|
6.9
|
|
|
7.8
|
|
|||
Total rent expense
|
|
$
|
442.4
|
|
|
$
|
444.3
|
|
|
$
|
402.3
|
|
|
|
Fiscal Year
|
||||||
|
|
2016
|
|
2015
|
||||
Total number of shares purchased
|
|
3.0
|
|
|
5.2
|
|
||
Average price per share
|
|
$
|
24.94
|
|
|
$
|
38.68
|
|
Aggregate value of shares purchased
|
|
$
|
75.1
|
|
|
$
|
202.0
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|||
Balance, January 28, 2017
|
|
1,327,353
|
|
|
$
|
35.43
|
|
Exercised
|
|
(6,300
|
)
|
|
$
|
20.32
|
|
Expired
|
|
(127,028
|
)
|
|
$
|
37.56
|
|
Balance, February 3, 2018
|
|
1,194,025
|
|
|
$
|
35.30
|
|
|
|
Options Outstanding & Exercisable
|
|||||||
Range of Exercise Prices
|
|
Number
Outstanding & Exercisable
|
|
Weighted-
Average
Remaining
Life (Years)
|
|
Weighted-
Average
Exercise
Price
|
|||
$20.32 - $38.52
|
|
844,075
|
|
|
4.65
|
|
$
|
29.23
|
|
$49.95
|
|
349,950
|
|
|
0.01
|
|
$
|
49.95
|
|
$20.32 - $49.95
|
|
1,194,025
|
|
|
3.29
|
|
$
|
35.30
|
|
|
|
Time-Based Restricted Stock Awards
|
|
Performance-Based Restricted Stock Awards
|
||||||||||
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
||||||
Nonvested shares at January 28, 2017
|
|
811,838
|
|
|
$
|
33.33
|
|
|
505,190
|
|
|
$
|
35.87
|
|
Granted
|
|
596,412
|
|
|
$
|
24.94
|
|
|
287,670
|
|
|
$
|
25.28
|
|
Vested
|
|
(466,030
|
)
|
|
$
|
33.41
|
|
|
(60,474
|
)
|
|
$
|
39.74
|
|
Forfeited
|
|
(29,860
|
)
|
|
$
|
28.73
|
|
|
(179,197
|
)
|
|
$
|
39.30
|
|
Nonvested shares at February 3, 2018
|
|
912,360
|
|
|
$
|
27.96
|
|
|
553,189
|
|
|
$
|
28.83
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
34.7
|
|
|
$
|
353.2
|
|
|
$
|
402.8
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
101.4
|
|
|
103.4
|
|
|
106.0
|
|
|||
Dilutive effect of stock options and restricted stock awards
|
|
0.1
|
|
|
0.4
|
|
|
0.7
|
|
|||
Weighted-average diluted common shares
|
|
101.5
|
|
|
103.8
|
|
|
106.7
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
0.34
|
|
|
$
|
3.42
|
|
|
$
|
3.80
|
|
Diluted earnings per share
|
|
$
|
0.34
|
|
|
$
|
3.40
|
|
|
$
|
3.78
|
|
|
|
|
|
|
|
|
||||||
Anti-dilutive stock options and restricted stock awards
|
|
2.0
|
|
|
1.4
|
|
|
1.0
|
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|||||||||
New video game hardware
(1)
|
|
$
|
1,791.8
|
|
|
19.4
|
%
|
|
$
|
1,396.7
|
|
|
16.2
|
%
|
|
$
|
1,944.7
|
|
|
20.8
|
%
|
New video game software
|
|
2,582.0
|
|
|
28.0
|
|
|
2,493.4
|
|
|
29.0
|
|
|
2,905.1
|
|
|
31.0
|
|
|||
Pre-owned and value video game products
|
|
2,149.6
|
|
|
23.3
|
|
|
2,254.1
|
|
|
26.2
|
|
|
2,374.7
|
|
|
25.4
|
|
|||
Video game accessories
|
|
784.3
|
|
|
8.5
|
|
|
676.7
|
|
|
7.9
|
|
|
703.0
|
|
|
7.5
|
|
|||
Digital
|
|
189.2
|
|
|
2.1
|
|
|
181.0
|
|
|
2.1
|
|
|
188.3
|
|
|
2.0
|
|
|||
Technology Brands
(2)
|
|
803.6
|
|
|
8.7
|
|
|
814.0
|
|
|
9.5
|
|
|
534.0
|
|
|
5.7
|
|
|||
Collectibles
|
|
636.2
|
|
|
6.9
|
|
|
494.1
|
|
|
5.7
|
|
|
309.7
|
|
|
3.3
|
|
|||
Other
(3)
|
|
287.9
|
|
|
3.1
|
|
|
297.9
|
|
|
3.4
|
|
|
404.3
|
|
|
4.3
|
|
|||
Total
|
|
$
|
9,224.6
|
|
|
100.0
|
%
|
|
$
|
8,607.9
|
|
|
100.0
|
%
|
|
$
|
9,363.8
|
|
|
100.0
|
%
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|
Gross
Profit
|
|
Gross
Profit
Percent
|
|||||||||
New video game hardware
(1)
|
|
$
|
163.1
|
|
|
9.1
|
%
|
|
$
|
154.2
|
|
|
11.0
|
%
|
|
$
|
175.5
|
|
|
9.0
|
%
|
New video game software
|
|
590.3
|
|
|
22.9
|
|
|
600.4
|
|
|
24.1
|
|
|
689.3
|
|
|
23.7
|
|
|||
Pre-owned and value video game products
|
|
977.1
|
|
|
45.5
|
|
|
1,044.1
|
|
|
46.3
|
|
|
1,114.5
|
|
|
46.9
|
|
|||
Video game accessories
|
|
255.0
|
|
|
32.5
|
|
|
235.2
|
|
|
34.8
|
|
|
255.5
|
|
|
36.3
|
|
|||
Digital
|
|
162.4
|
|
|
85.8
|
|
|
155.5
|
|
|
85.9
|
|
|
149.6
|
|
|
79.4
|
|
|||
Technology Brands
(2)
|
|
594.0
|
|
|
73.9
|
|
|
554.6
|
|
|
68.1
|
|
|
306.6
|
|
|
57.4
|
|
|||
Collectibles
|
|
208.2
|
|
|
32.7
|
|
|
171.6
|
|
|
34.7
|
|
|
116.6
|
|
|
37.6
|
|
|||
Other
(3)
|
|
90.0
|
|
|
31.3
|
|
|
93.7
|
|
|
31.5
|
|
|
110.7
|
|
|
27.4
|
|
|||
Total
|
|
$
|
3,040.1
|
|
|
33.0
|
%
|
|
$
|
3,009.3
|
|
|
35.0
|
%
|
|
$
|
2,918.3
|
|
|
31.2
|
%
|
(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 stores, Simply Mac stores and Cricket Wireless branded stores, which were sold in January 2018.
|
(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.
|
As of and for the Fiscal Year Ended February 3, 2018
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
5,749.9
|
|
|
$
|
434.9
|
|
|
$
|
702.2
|
|
|
$
|
1,534.0
|
|
|
$
|
803.6
|
|
|
$
|
9,224.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating earnings (loss)
|
|
$
|
344.9
|
|
|
$
|
18.5
|
|
|
$
|
34.9
|
|
|
$
|
53.0
|
|
|
$
|
(315.7
|
)
|
|
$
|
135.6
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(56.8
|
)
|
|||||||||||
Earnings before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80.3
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
$
|
1,159.5
|
|
|
$
|
30.3
|
|
|
$
|
73.6
|
|
|
$
|
87.1
|
|
|
$
|
316.8
|
|
|
$
|
1,667.3
|
|
Other long-lived assets
|
|
280.8
|
|
|
24.5
|
|
|
60.4
|
|
|
253.0
|
|
|
216.9
|
|
|
835.6
|
|
||||||
Total assets
|
|
920.5
|
|
|
187.3
|
|
|
457.5
|
|
|
2,743.4
|
|
|
732.9
|
|
|
5,041.6
|
|
||||||
Income tax expense (benefit)
|
|
123.2
|
|
|
3.2
|
|
|
5.3
|
|
|
5.3
|
|
|
(91.4
|
)
|
|
45.6
|
|
||||||
Depreciation and amortization
|
|
79.5
|
|
|
3.9
|
|
|
10.4
|
|
|
26.4
|
|
|
30.5
|
|
|
150.7
|
|
||||||
Capital expenditures
|
|
60.6
|
|
|
4.3
|
|
|
10.1
|
|
|
15.3
|
|
|
23.1
|
|
|
113.4
|
|
As of and for the Fiscal Year Ended January 28, 2017
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
5,488.9
|
|
|
$
|
382.0
|
|
|
$
|
609.5
|
|
|
$
|
1,313.5
|
|
|
$
|
814.0
|
|
|
$
|
8,607.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating earnings
|
|
$
|
430.2
|
|
|
$
|
22.4
|
|
|
$
|
34.9
|
|
|
$
|
26.0
|
|
|
$
|
44.2
|
|
|
$
|
557.7
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
0.8
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(53.8
|
)
|
|||||||||||
Earnings before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
504.7
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
$
|
1,199.7
|
|
|
$
|
28.6
|
|
|
$
|
70.1
|
|
|
$
|
74.8
|
|
|
$
|
352.0
|
|
|
$
|
1,725.2
|
|
Other long-lived assets
|
|
285.5
|
|
|
23.0
|
|
|
56.5
|
|
|
214.6
|
|
|
530.4
|
|
|
1,110.0
|
|
||||||
Total assets
|
|
2,583.3
|
|
|
271.6
|
|
|
434.6
|
|
|
567.9
|
|
|
1,118.5
|
|
|
4,975.9
|
|
||||||
Income tax expense (benefit)
|
|
140.6
|
|
|
6.0
|
|
|
7.7
|
|
|
(15.1
|
)
|
|
12.3
|
|
|
151.5
|
|
||||||
Depreciation and amortization
|
|
92.9
|
|
|
3.8
|
|
|
9.4
|
|
|
25.0
|
|
|
34.1
|
|
|
165.2
|
|
||||||
Capital expenditures
|
|
61.8
|
|
|
1.3
|
|
|
15.1
|
|
|
25.8
|
|
|
38.7
|
|
|
142.7
|
|
As of and for the Fiscal Year Ended January 30, 2016
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Technology Brands
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
6,435.1
|
|
|
$
|
446.6
|
|
|
$
|
591.4
|
|
|
$
|
1,356.7
|
|
|
$
|
534.0
|
|
|
$
|
9,363.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating earnings
|
|
$
|
504.3
|
|
|
$
|
29.4
|
|
|
$
|
38.7
|
|
|
$
|
48.8
|
|
|
$
|
27.0
|
|
|
$
|
648.2
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(23.4
|
)
|
|||||||||||
Earnings before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
625.2
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
$
|
1,195.5
|
|
|
$
|
26.9
|
|
|
$
|
65.7
|
|
|
$
|
75.7
|
|
|
$
|
112.9
|
|
|
$
|
1,476.7
|
|
Other long-lived assets
|
|
329.9
|
|
|
17.6
|
|
|
47.0
|
|
|
200.3
|
|
|
321.3
|
|
|
916.1
|
|
||||||
Total assets
|
|
2,698.5
|
|
|
259.2
|
|
|
382.2
|
|
|
401.7
|
|
|
588.7
|
|
|
4,330.3
|
|
||||||
Income tax expense
|
|
195.0
|
|
|
6.1
|
|
|
8.3
|
|
|
4.1
|
|
|
8.9
|
|
|
222.4
|
|
||||||
Depreciation and amortization
|
|
98.8
|
|
|
3.5
|
|
|
8.8
|
|
|
24.3
|
|
|
21.2
|
|
|
156.6
|
|
||||||
Capital expenditures
|
|
76.9
|
|
|
4.4
|
|
|
12.8
|
|
|
20.2
|
|
|
58.9
|
|
|
173.2
|
|
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
||||||||||||||||||||||||||||
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter (1) |
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
(1)
|
||||||||||||||||
Net sales
|
|
$
|
2,045.9
|
|
|
$
|
1,687.6
|
|
|
$
|
1,988.6
|
|
|
$
|
3,502.5
|
|
|
$
|
1,971.5
|
|
|
$
|
1,631.8
|
|
|
$
|
1,959.2
|
|
|
$
|
3,045.4
|
|
Gross profit
|
|
702.5
|
|
|
623.7
|
|
|
689.4
|
|
|
1,024.5
|
|
|
675.5
|
|
|
617.7
|
|
|
708.2
|
|
|
1,007.9
|
|
||||||||
Operating earnings (loss)
|
|
101.1
|
|
|
43.6
|
|
|
87.6
|
|
|
(96.7
|
)
|
|
114.0
|
|
|
58.3
|
|
|
98.8
|
|
|
286.6
|
|
||||||||
Net income (loss)
|
|
59.0
|
|
|
22.2
|
|
|
59.4
|
|
|
(105.9
|
)
|
|
65.8
|
|
|
27.9
|
|
|
50.8
|
|
|
208.7
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
(2)
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.59
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
|
$
|
2.04
|
|
Diluted
(2)
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.59
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
|
$
|
2.04
|
|
Dividend declared per common share
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
(1)
|
The results of operations for the fourth quarter of fiscal
2017
include asset impairment charges totaling
$390.8 million
. The results of operations for the fourth quarter of fiscal
2016
include asset impairment charges totaling
$33.8 million
.
|
(2)
|
The sum of the quarters may not necessarily be equal to the full year net income per common share amount.
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
|
|
|
|
|
|
|
3.1
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013
|
|
September 11, 2013
|
|
|
|
|
|
|
|
|
3.2
|
|
|
Current Report on Form 8-K
|
|
March 6, 2017
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Current Report on Form 8-K
|
|
September 24, 2014
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Current Report on Form 8-K
|
|
September 24, 2014
|
|
|
|
|
|
|
|
|
4.3
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
4.4
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
4.5
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
Definitive Proxy Statement for 2009 Annual Meeting of Stockholders
|
|
May 22, 2009
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
Current Report on Form 8-K
|
|
June 27, 2013
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
Definitive Proxy Statement for 2008 Annual Meeting of Stockholders
|
|
May 23, 2008
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
Annual Report on Form 10-K for the fiscal year ended January 29, 2005
|
|
April 11, 2005
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
|
Current Report on Form 8-K
|
|
March 6, 2018
|
|
|
|
|
|
|
|
10.8*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.10*
|
|
|
|
Current Report on Form 8-K
|
|
March 6, 2018
|
|
|
|
|
|
|
|
10.11*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
10.12*
|
|
|
|
Current Report on Form 8-K
|
|
March 6, 2018
|
|
|
|
|
|
|
|
10.13*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.14*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 1, 2014
|
|
April 2, 2014
|
|
|
|
|
|
|
|
|
10.15
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.16
|
|
|
Current Report on Form 8-K
|
|
September 16, 2014
|
|
|
|
|
|
|
|
|
10.17
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.18
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.19
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.20
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.21
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
Annual Report on Form 10-K for the fiscal year ended January 30, 2015
|
|
March 28, 2016
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
Annual Report on Form 10-K for the fiscal year ended January 30, 2015
|
|
March 28, 2016
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.26*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.27*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.28*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.29*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
10.30*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.31*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
5.
|
Compensation and Benefits Upon Termination
.
|
1.
|
The Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
The Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining his/her Normal Retirement Age.
|
A.
|
If a Vested Insured Participant terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then the Vested Insured Participant (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
B.
|
If a Vested Insured Participant terminates employment with the Corporation and its subsidiaries (other than due to death)
after
attaining Normal Retirement Age, the Corporation shall continue to pay premiums on the Policy through the tenth (10
th
) anniversary of the Vested Insured Participant’s commencement of participation in the Plan.
|
3.
|
The Employer has adopted a plan of deferred compensation primarily for the purpose of providing deferred compensation to certain highly compensated employees of the employer.
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
1.
|
Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.
|
3.
|
Insured Participant’s death.
|
B.
|
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
1.
|
Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.
|
3.
|
Insured Participant’s death.
|
B.
|
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
1.
|
Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.
|
3.
|
Insured Participant’s death.
|
B.
|
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
1.
|
Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.
|
3.
|
Insured Participant’s death.
|
B.
|
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
III.
|
BENEFICIARY DESIGNATION RIGHTS
|
1.
|
Insured Participant’s tenth (10
th
) anniversary of continuous participation in the Plan.
|
2.
|
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.
|
3.
|
Insured Participant’s death.
|
B.
|
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death)
before
attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.
|
/s/ DELOITTE & TOUCHE LLP
|
1
|
I have reviewed this Annual Report on Form 10-K of GameStop Corp.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
/s/ Michael Mauler
|
|
|
Michael Mauler
|
|
|
Chief Executive Officer
|
|
|
GameStop Corp.
|
1
|
I have reviewed this Annual Report on Form 10-K of GameStop Corp.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
/s/ Robert A. Lloyd
|
|
|
Robert A. Lloyd
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
GameStop Corp.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Michael Mauler
|
|
Michael Mauler
|
|
Chief Executive Officer
|
|
GameStop Corp.
|
|
|
|
April 2, 2018
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Robert A. Lloyd
|
|
Robert A. Lloyd
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
|
GameStop Corp
|
|
|
|
April 2, 2018
|