GameStop Corp
For the period ended Feb 3, 2024. Filed Mar 26, 2024.
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FY2024 · Filed Mar 26, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a)The following documents are filed as a part of this Form 10-K
(1)Index to Consolidated Financial Statements
Our consolidated financial statements, together with the report of Deloitte & Touche LLP, our independent registered public accounting firm, are included in Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules required to be filed by Item 8 of this Form 10-K:
The following financial statement schedule for the 53 weeks ended February 3, 2024, 52 weeks ended January 28, 2023 and the 52 weeks ended January 29, 2022 is filed as part of this Form 10-K and should be read in conjunction with our Consolidated Financial Statements appearing elsewhere in this Form 10-K. Other schedules have been omitted because they are not applicable.
Schedule II — Valuation and Qualifying Accounts
For fiscal 2023, 2022 and 2021:
| Balance atBeginningof Period | Charged toCosts andExpenses | Chargedto OtherAccounts-AccountsPayable (1) | Deductions-Write-OffsNet ofRecoveries | Balance atEnd ofPeriod | |
|---|---|---|---|---|---|
| (In millions) | |||||
| Inventory Reserve | |||||
| Fiscal 2023 | $46.7 | $81.3 | $— | $(89.2) | $38.8 |
| Fiscal 2022 | 34.6 | 37.0 | 10.7 | $(35.6) | 46.7 |
| Fiscal 2021 | 45.2 | 26.9 | 21.2 | (58.7) | 34.6 |
| Valuation Allowance for Deferred Tax Assets | |||||
| Fiscal 2023 | $408.5 | $— | $— | $(53.3) | $355.2 |
| Fiscal 2022 | 338.3 | 70.2 | — | — | 408.5 |
| Fiscal 2021 | 225.7 | 128.9 | — | (16.3) | 338.3 |
(1) Consists primarily of amounts received from vendors for defective allowances.
(b) Exhibits
EXHIBIT INDEX
| ExhibitNumber | Description | Previously Filed as an Exhibit to and Incorporated by Reference From | Date Filed |
| 3.1 | Third Amended and Restated Certificate of Incorporation | Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013 | September 11, 2013 |
| 3.2 | Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation | Current Report on Form 8-K | June 3, 2022 |
| 3.3 | Fifth Amended and Restated Bylaws | Current Report on Form 8-K | March 6, 2017 |
| 4.1 | Description of Securities | Annual Report on Form 10-K for the fiscal year ended February 1, 2020 | March 27, 2020 |
| 10.1 | Open Market Sale AgreementSM, dated December 8, 2020, by and among GameStop Corp. and Jefferies LLC | Current Report on Form 8-K | December 8, 2020 |
| ExhibitNumber | Description | Previously Filed as an Exhibit to and Incorporated by Reference From | Date Filed |
| 10.2 | Credit Agreement, dated November 3, 2021, by and among GameStop Corp., the Borrowers party thereto, the Guarantors party thereto, the other borrowers and guarantors from time to time party thereto, the lenders and issuers from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and Australian Security Trustee, Wells Fargo Bank, National Association, Bank of America, N.A., JPMorgan Chase Bank, N.A., Regions Bank, and Fifth Third Bank, National Association, as Co-Syndication Agents, Wells Fargo Bank, National Association, BofA Securities Inc., JPMorgan Chase Bank, N.A., Regions Bank, and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners | Current Report on Form 8-K | November 4, 2021 |
| 10.3 | Amendment No. 1 to Credit Agreement, dated May 11, 2023, by and among GameStop Corp., the Borrowers party thereto, the Guarantors party thereto, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and Australian Security Trustee | Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2023 | September 6, 2023 |
| 10.4* | GameStop Corp. 2022 Incentive Plan | Current Report on Form 8-K | June 3, 2022 |
| 10.5*† | Form of Restricted Stock Unit Award Agreement for Employees (2022 Plan) | Annual Report on Form 10-K for the fiscal year ended January 28, 2023 | March 28, 2023 |
| 10.6* | Form of Restricted Stock Unit Award Agreement for Board of Directors (2022 Plan) | Annual Report on Form 10-K for the fiscal year ended January 28, 2023 | March 28, 2023 |
| 10.7* | GameStop Corp 2019 Incentive Plan | Definitive Proxy Statement for 2019 Annual Meeting of Stockholders | May 14, 2019 |
| 10.8* | Form of Restricted Stock Unit Award Agreement (2019 Plan) | Annual Report on Form 10-K for the fiscal year ended January 29, 2022 | March 17, 2022 |
| 10.9* | Letter Agreement, dated May 12, 2022, between GameStop Corp. and Nir Patel | Current Report on Form 8-K | May 16, 2022 |
| 10.10* | Letter Agreement between Mark H. Robinson and GameStop Corp. executed June 7, 2023 | Current Report on Form 8-K | June 7, 2023 |
| 21.1 | Subsidiaries | Filed herewith. | |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith. | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | |
| 31.2 | Certification of Interim Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | |
| 32.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith. | |
| 32.2 | Certification of Interim Principal Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith. |
| ExhibitNumber | Description | Previously Filed as an Exhibit to and Incorporated by Reference From | Date Filed |
| 97.1 | GameStop Corp. Dodd-Frank Clawback Policy | Filed herewith. | |
| 101.INS | XBRL Instance Document.- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document | Submitted electronically herewith. | |
| 101.SCH | inline XBRL Taxonomy Extension Schema | Submitted electronically herewith. | |
| 101.CAL | inline XBRL Taxonomy Extension Calculation Linkbase | Submitted electronically herewith. | |
| 101.DEF | inline XBRL Taxonomy Extension Definition Linkbase | Submitted electronically herewith. | |
| 101.LAB | inline XBRL Taxonomy Extension Label Linkbase | Submitted electronically herewith. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Submitted electronically herewith. |
- This exhibit is a management or compensatory contract.
† Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
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