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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE

For the quarterly period ended November 2, 2002

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

For the transition period from                                   to                        

Commission File No. 1-31228

GameStop Corp.

Registrant’s telephone number, including area code:

      Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      Number of shares of $.001 par value Class A Common Stock outstanding as of November 30, 2002: 21,042,540

      Number of shares of $.001 par value Class B Common Stock outstanding as of November 30, 2002: 36,009,000

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PART I — FINANCIAL INFORMATION

Item 1.     Financial Statements

GAMESTOP CORP.

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

1.     Basis of Presentation

      The unaudited consolidated financial statements include the accounts of GameStop Corp. (the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar and share amounts in the consolidated financial statements and notes to the consolidated financial statements are stated in thousands unless otherwise indicated.

      The unaudited consolidated financial statements included herein reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair presentation of the information for the periods presented. These consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by generally accepted accounting principles. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the 52 weeks ended February 2, 2002. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by management could have significant impact on the Company’s financial results. Actual results could differ from those estimates.

      Due to the seasonal nature of the business, the results of operations for the 39 weeks ended November 2, 2002 are not indicative of the results to be expected for the 52 weeks ending February 1, 2003.

2.     Public Offering

      In February 2002, the Company completed a public offering of 20,764 shares of Class A common stock at $18.00 per share (the “Offering”). The net proceeds of the Offering, after deducting applicable issuance costs and expenses, were $347,339. A portion of the net proceeds was used to repay $250,000 of intercompany debt owed to Barnes & Noble, Inc. (“Barnes & Noble”). Additionally, upon the effective date of the Offering, Barnes & Noble made a capital contribution of $150,000 for the remaining balance of the intercompany debt.

3.     Goodwill and Intangible Assets

      In February 2002, the Company adopted SFAS No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS No. 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS No. 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS No. 142, that the Company reclassify, if necessary, the carrying amounts of intangible assets and goodwill based on the criteria of SFAS No. 141.

      SFAS No. 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS No. 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. SFAS No. 142 provides for a six-month transitional period from the effective date of adoption for the Company to perform an assessment of whether there is an indication that goodwill is impaired. The Company completed the transitional impairment test and determined that no impairment exists.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      At November 2, 2002, goodwill and the related amortization expense for the 39 weeks ended November 2, 2002 and November 3, 2001, consisted of the following:

      Amortization of goodwill ceased effective February 3, 2002.

      The effects of the adoption of SFAS No. 142 on the reported net loss and loss per share for the 13 weeks and 39 weeks ended November 3, 2001 are as follows:

4.     Debt

      Concurrent with the Offering, the Company entered into a $75,000 senior secured revolving credit facility which expires in February 2005. The revolving credit facility is governed by an eligible inventory borrowing base agreement, defined as 50% of non-defective inventory. Loans incurred under the credit facility will be maintained from time to time, at the Company’s option, as (1) base rate loans which bear interest at the base rate (defined in the credit facility as the higher of (a) the administrative agent’s announced base rate or (b)  1/2 of 1% in excess of the federal funds effective rate, each as in effect from time to time) or (2) LIBOR loans bearing interest at the LIBOR rate for the applicable interest period, in each case plus an applicable interest margin. The applicable interest margin is initially 0.25% for base rate loans and 1.75% for LIBOR rate loans, based on the Company’s current fixed charge coverage ratio of 2.00 to 1.00, and in each case will thereafter vary from 0.00% to 0.50% for base rate loans and from 1.25% to 2.00% for LIBOR rate loans, depending on the Company’s fixed charge coverage ratio. The fixed charge coverage ratio is calculated as the ratio of earnings before interest, taxes, depreciation, amortization and rent expense less capital expenditures to the sum of interest expense, debt amortization and rent expense for the twelve-month period then ended. In addition, the Company is required to pay a commitment fee of 0.375% for any unused amounts of the revolving credit facility. Any borrowings under the revolving credit facility are secured by the assets of the Company. The revolving credit facility generally restricts our ability to pay dividends and requires the Company to maintain certain financial ratios. There have been no borrowings under the revolving credit facility.

5.     Income Taxes

      The tax provisions for the 39 weeks ended November 2, 2002 and November 3, 2001 are based upon management’s estimate of the Company’s annualized effective tax rate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     Stock Option Plan

      Upon completion of the Offering on February 12, 2002, the Company granted 4,500 options under the 2001 Incentive Plan at an exercise price of $18.00 per share (the per share offering price). Generally, the options vest and become exercisable in equal annual installments over a three-year period and expire ten years from issuance.

7.     Certain Relationships and Related Transactions

      The Company operates departments within bookstores operated by Barnes & Noble, an affiliate of the Company. The Company pays a license fee to Barnes & Noble on the gross sales of such departments. Management considers the license fee to be reasonable and based upon terms equivalent to those that would prevail in an arm’s length transaction. These charges amounted to $243 and $200 for the 13 weeks ended November 2, 2002 and November 3, 2001, respectively, and $743 and $627 for the 39 weeks ended November 2, 2002 and November 3, 2001, respectively.

      The Company participates in Barnes & Noble’s worker’s compensation, property and general liability insurance programs. The costs incurred by Barnes & Noble under these programs are allocated to the Company based upon the Company’s total payroll expense, property and equipment, and insurance claim history. Management considers the allocation methodology to be reasonable. These charges amounted to $453 and $321 for the 13 weeks ended November 2, 2002 and November 3, 2001, respectively, and $1,281 and $940 for the 39 weeks ended November 2, 2002 and November 3, 2001, respectively.

      On May 1, 2001, the Company entered into an agreement with barnesandnoble.com llc (“Barnes & Noble.com”), a company in which Barnes & Noble owns an approximate 36% interest, pursuant to which the Company sells video game products and PC entertainment software through Barnes & Noble.com’s web site. The Company pays Barnes & Noble.com a referral fee on the Company’s net sales from purchases made through Barnes & Noble.com’s web site. Management considers the referral fee to be reasonable and based upon terms equivalent to those that would prevail in an arm’s length transaction. These referral fees amounted to $3 and $11 for the 13 weeks ended November 2, 2002 and November 3, 2001, respectively, and $10 and $18 for the 39 weeks ended November 2, 2002 and November 3, 2001, respectively.

      Prior to the completion of the Offering, the Company utilized the management and strategic advisory services of Leonard Riggio, the Chairman of Barnes & Noble, during the normal course of its operations. The annual compensation paid by Barnes & Noble to Leonard Riggio was allocated to the Company based upon the amount of time Mr. Riggio devoted to the Company as well as his duties and responsibilities. Management considered the allocation methodology to be reasonable. During the 13 weeks ended and the 39 weeks ended November 3, 2001, this allocated compensation amounted to $81 and $244, respectively.

8.     Supplemental Cash Flow Information

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion should be read in conjunction with the information contained in our consolidated financial statements, including the notes thereto. Statements regarding future economic performance, management’s plans and objectives, and any statements concerning assumptions related to the foregoing contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. Certain factors, which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2002 filed with the Securities and Exchange Commission on May 1, 2002 (the “Form 10-K”).

General

      We are the largest specialty retailer of video game products and PC entertainment software in the United States. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software and related accessories and other merchandise. As of November 2, 2002, we operated 1,186 stores, in 49 states, Puerto Rico and Guam, under the names GameStop, Babbage’s, Software Etc. and FuncoLand. We also operate an electronic commerce web site under the name gamestop.com and publish Game Informer, one of the industry’s largest circulation multi-platform video game magazines in the United States.

Results of Operations

      The following table sets forth certain income statement items as a percentage of sales for the periods indicated:

      Sales increased by $87.9 million, or 44.2%, from $198.8 million in the 13 weeks ended November 3, 2001 to $286.7 million in the 13 weeks ended November 2, 2002. The increase in sales was primarily attributable to an increase in comparable store sales and the additional sales resulting from 175 net new stores opened since November 3, 2001. Stores are included in our comparable store sales base beginning in the thirteenth month of operation. The comparable store sales increase of 30.3% was primarily due to sales of PlayStation 2, Xbox and GameCube hardware, software and accessories, following the launch of these new video game platforms in October 2000 and November 2001, respectively, and the increase in sales of used video game products. The

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      Cost of sales increased by $68.7 million, or 47.6%, from $144.2 million in the 13 weeks ended November 3, 2001 to $212.9 million in the 13 weeks ended November 2, 2002. Cost of sales as a percentage of net sales increased from 72.5% in the 13 weeks ended November 3, 2001 to 74.2% in the 13 weeks ended November 2, 2002. This increase was the result of the shift in sales mix toward new video game software due to the success of several new video game titles in the current year quarter, and the lack of new title releases in the prior year quarter.

      Selling, general and administrative expenses increased by $10.7 million, or 25.9%, from $41.3 million in the 13 weeks ended November 3, 2001 to $52.0 million in the 13 weeks ended November 2, 2002. The increase was primarily attributable to the increase in the number of stores in operation and the related increases in store, distribution, and corporate office operating expenses. Selling, general and administrative expenses as a percentage of sales decreased from 20.8% in the 13 weeks ended November 3, 2001 to 18.2% in the 13 weeks ended November 2, 2002. The decrease in selling, general and administrative expenses as a percentage of sales was due to the economies achieved in distribution and corporate operating expenses and the store operating efficiencies gained as a result of the increase in comparable store sales.

      Depreciation and amortization expense increased from $4.9 million for the 13 weeks ended November 3, 2001 to $5.9 million in the 13 weeks ended November 2, 2002. This increase of $1.0 million was due to the capital expenditures for new stores, management information systems and distribution center enhancements.

      Amortization of goodwill was $2.8 million in the 13 weeks ended November 3, 2001. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangibles” (“SFAS No. 142”), the related goodwill was not amortized during the 13 weeks ended November 2, 2002. SFAS No. 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS No. 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. SFAS No. 142 provides for a six-month transitional period from the effective date of adoption for the Company to perform an assessment of whether there is an indication that goodwill is impaired. The Company completed the impairment test in the second quarter of 2002 and determined that no impairment exists.

      Interest expense, net of interest income, decreased by $5.0 million from $4.6 million of net interest expense in the 13 weeks ended November 3, 2001 to $0.4 million of net interest income in the 13 weeks ended November 2, 2002. The decrease in interest expense was attributable to the repayment of $250.0 million in debt in February 2002 using the proceeds of the public offering and the contribution of the remaining $150.0 million in debt to paid-in-capital by Barnes & Noble. The interest income resulted from the investment of excess cash balances.

      Income tax expense of $0.7 million was recorded during the 13 weeks ended November 3, 2001 compared to income tax expense of $6.6 million in the 13 weeks ended November 2, 2002. Tax expense for the 13 weeks ended November 2, 2002 was based upon management’s estimate of the Company’s annualized effective tax rate.

      Sales increased by $225.5 million, or 37.2%, from $606.9 million in the 39 weeks ended November 3, 2001 to $832.4 million in the 39 weeks ended November 2, 2002. The increase in sales was primarily attributable to an increase in comparable store sales and the additional sales resulting from 175 net new stores opened since November 3, 2001. The comparable store sales increase of 27.2% was primarily due to sales of PlayStation 2, Xbox and GameCube hardware, software and accessories, following the launch of these new video game platforms in October 2000 and November 2001, respectively, and the increase in sales of used video game products. The sales of these new hardware platforms and related products and used video game

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      Cost of sales increased by $165.4 million, or 36.7%, from $450.6 million in the 39 weeks ended November 3, 2001 to $616.0 million in the 39 weeks ended November 2, 2002. Cost of sales as a percentage of net sales decreased from 74.2% in the 39 weeks ended November 3, 2001 to 74.0% in the 39 weeks ended November 2, 2002. This decrease was the result of the shift in sales mix from lower margin video game hardware to higher margin PlayStation 2, Game Boy Advance, Xbox and GameCube video game software and accessories and used video game products. Sales of new video game hardware generally increase as a percentage of sales in the first full year following the introduction of next generation platforms. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the second and third years. The net effect is generally a decline in gross margins in the first full year following new platform releases and an increase in gross margins in the second and third years.

      Selling, general and administrative expenses increased by $29.2 million, or 21.5%, from $136.0 million in the 39 weeks ended November 3, 2001 to $165.2 million in the 39 weeks ended November 2, 2002. The increase was primarily attributable to the increase in the number of stores in operation and the related increases in store, distribution, and corporate office operating expenses. Selling, general and administrative expenses as a percentage of sales decreased from 22.4% in the 39 weeks ended November 3, 2001 to 19.9% in the 39 weeks ended November 2, 2002. The decrease in selling, general and administrative expenses as a percentage of sales was due to the economies achieved in distribution and corporate operating expenses and the store operating efficiencies gained as a result of the increase in comparable store sales.

      Depreciation and amortization expense increased from $14.0 million for the 39 weeks ended November 3, 2001 to $16.6 million in the 39 weeks ended November 2, 2002. This increase of $2.6 million was due to the capital expenditures for new stores, management information systems and distribution center enhancements.

      Amortization of goodwill was $8.3 million in the 39 weeks ended November 3, 2001. In accordance SFAS No. 142, the related goodwill was not amortized during the 39 weeks ended November 2, 2002.

      Interest expense, net of interest income, decreased by $15.7 million from $15.4 million of net interest expense in the 39 weeks ended November 3, 2001 to net interest income of $0.3 million in the 39 weeks ended November 2, 2002. The decrease was attributable to the repayment of $250.0 million in debt in February 2002 using the proceeds of the public offering and the contribution of the remaining $150.0 million in debt to paid-in-capital by Barnes & Noble. The interest income resulted from the investment of excess cash balances.

      Income tax benefit of $5.7 million was recorded during the 39 weeks ended November 3, 2001 compared to income tax expense of $14.0 million in the 39 weeks ended November 2, 2002. Tax expense for the 39 weeks ended November 2, 2002 was based upon management’s estimate of the Company’s annualized effective tax rate.

Seasonality

      The Company’s business, like that of many retailers, is seasonal, with a significant portion of the sales and operating profit realized during the quarter which includes the holiday selling season.

Liquidity and Capital Resources

      During the 39 weeks ended November 2, 2002 and November 3, 2001, cash used by operations was $24.0 million and $41.5 million, respectively. Cash used in operations in the 39 weeks ended November 2, 2002 and November 3, 2001 was primarily the result of an increase in merchandise inventories, offset by increases in accounts payable.

      Cash used in investing activities was $14.8 million and $30.0 million during the 39 weeks ended November 3, 2001 and November 2, 2002, respectively. During the 39 weeks ended November 3, 2001 and November 2, 2002, we had capital expenditures of $14.8 million and $29.3 million, respectively, to open new

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      On February 13, 2002, we entered into a senior secured revolving credit facility with a syndicate of banks, with Fleet National Bank as administrative agent. The credit facility is a three-year revolving facility in an aggregate principal amount of $75.0 million. Drawings under the credit facility will be subject to satisfaction of customary conditions precedent, including absence of a default and continued accuracy of representations and warranties.

      Loans incurred under the credit facility will be maintained from time to time, at our option, as (1) base rate loans which bear interest at the base rate (defined in the credit facility as the higher of (a) the administrative agent’s announced base rate or (b)  1/2 of 1% in excess of the federal funds effective rate, each as in effect from time to time) or (2) LIBOR loans bearing interest at the LIBOR rate for the applicable interest period, in each case plus an applicable interest margin. The applicable interest margin is initially 0.25% for base rate loans and 1.75% for LIBOR rate loans, based on the Company’s current fixed charge coverage ratio, and in each case will thereafter vary depending on the Company’s fixed charge coverage ratio. The fixed charge coverage ratio is calculated as the ratio of earnings before interest, taxes, depreciation, amortization and rent expense less capital expenditures to the sum of interest expense, debt amortization and rent expense for the twelve-month period then ended.

      We are required to reduce the outstanding amounts under the credit facility to zero for 30 consecutive days each year during the three-month period of December through February.

      We are subject to certain affirmative and negative covenants contained in the credit facility, including, but not limited to, covenants that restrict, subject to specified exceptions: the incurrence of additional indebtedness and other obligations and the granting of additional liens, mergers, acquisitions, investments and disposition of assets, dividends, engaging in certain transactions with affiliates, capital expenditures, and the use of proceeds of the credit facility. There are also covenants relating to compliance with certain laws, payment of taxes and rights and maintenance of insurance and financial reporting. In addition, the credit facility requires us to maintain compliance with certain specified financial ratios, including covenants relating to minimum fixed charge coverage and maximum leverage.

      Events of default under the credit facility include (subject to grace periods and notice provisions in certain circumstances) non-payment of principal, interest or fees, violation of covenants, inaccuracy of any representation or warranty in any material respect, default under or acceleration of certain other indebtedness, bankruptcy and insolvency events, certain judgments and other liabilities, certain environmental claims and a change of control. If an event of default occurs, the lenders under the credit facility will be entitled to take various actions, including the acceleration of amounts due under the credit facility and requiring that all such amounts be immediately paid in full.

      Our obligations under the credit facility are secured by all assets owned by us and our subsidiaries. Based on our current operating plans, we believe that cash generated from our operating activities, available borrowings under our credit facility and available cash balances will be sufficient to fund our operations, store expansion and remodeling activities and corporate capital expenditure programs for at least the next 12 months. There have been no borrowings under the credit facility.

Disclosure Regarding Forward-looking Statements

      This report on Form 10-Q and other oral and written statements made by the Company to the public contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results,

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	•	our reliance on suppliers and vendors for new product releases;
	•	economic conditions affecting the electronic game industry;
	•	the competitive environment in the electronic game industry;
	•	our ability to open and operate new stores;
	•	our ability to attract and retain qualified personnel; and
	•	other factors described in the Form 10-K, including those set forth under the caption “Business — Risk Factors.”

      In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “should,” “seeks,” “pro forma” or similar expressions. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.

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

Interest Rate Exposure

      We do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate risks by investing our excess cash balances in short-term, highly-liquid instruments with an original maturity of three months or less. We do not expect any material losses from our invested cash balances and we believe that our interest rate exposure is modest.

Foreign Exchange Exposure

      We do not have any foreign currency exposure as all of our business is transacted in United States currency.

      (a) Evaluation of Disclosure Controls and Procedures

      Within the 90-day period prior to the date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods.

      (b) Changes in Internal Controls

      There have been no significant changes to the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the Company’s evaluation.

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PART II — OTHER INFORMATION

Item 1.     Legal Proceedings

      In the ordinary course of our business, we are from time to time subject to various legal proceedings. We do not believe that any current legal proceedings, individually or in the aggregate, will have a material adverse effect on our operations or financial condition.

Item 2.     Changes in Securities and Use of Proceeds

      Pursuant to a registration statement on Form S-1 (the “Registration Statement”) filed with the SEC (File No. 333-68294), we registered and sold an aggregate of 20,763,888 shares of our Class A common stock at a price of $18.00 per share. The aggregate price of the offering amount registered and sold was approximately $373.7 million. Salomon Smith Barney acted as the managing underwriter for the offering.

      Our net proceeds from our initial public offering, after deduction of underwriting discounts and commissions of $24.3 million and expenses of $2.1 million, were $347.3 million. All of the expenses were paid directly to persons other than our directors, officers or affiliates, their associates or persons owning 10% or more of any class of our equity securities. A portion of the proceeds was used to repay $250.0 million of our indebtedness to Barnes & Noble, with Barnes & Noble contributing the remaining $150.0 million of indebtedness to the Company as additional paid-in-capital. To the date of this report, approximately $33.8 million of the balance of the proceeds (approximately $97.3 million) has been used for capital expenditures and the remaining amount has been used for working capital and general corporate purposes. Other than the repayment of indebtedness to Barnes & Noble and as otherwise described in the Registration Statement, none of the proceeds has been paid directly or indirectly to any of our directors, officers or affiliates, their associates or persons owning 10% or more of any class of our equity securities.

Item 6.     Exhibits and Reports on Form 8-K

      (a) Exhibits

      (b) Reports on Form 8-K

      None.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GAMESTOP CORP.

	By:	/s/ DAVID W. CARLSON

Date December 16, 2002

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I, R. Richard Fontaine, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of GameStop Corp.;

      2. Based on my knowledge, this quarterly 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 quarterly report;

      3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:

	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

      5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

      6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ R. RICHARD FONTAINE
	R. Richard Fontaine
	Chief Executive Officer

Date: December 16, 2002

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CERTIFICATION PURSUANT TO

I, David W. Carlson, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of GameStop Corp.;

      2. Based on my knowledge, this quarterly 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 quarterly report;

      3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:

	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

      5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

      6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ DAVID W. CARLSON
	David W. Carlson
	Chief Financial Officer

Date: December 16, 2002

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Table of Contents

GAMESTOP CORP.

EXHIBIT INDEX

E-1