Welcome to the Blockbuster, Inc. third quarter 2006 earnings release conference call. (Operator Instructions) It is my pleasure to turn the floor over to your host Angelika Torres. You may begin.

Good morning. Thank you for joining us to discuss Blockbuster’s third quarter results. Today's earnings call may include forward-looking statements relating to our plans, objectives and initiatives such as Blockbuster Total Access, our outlook for the industry and our performance relative to the industry, projected transfer of financial items, anticipated liquidity, online subscriber growth and profitability, cost reduction expectations, divestitures, industry consolidation, and store closures and other matters that do not strictly relate to historical facts. Actual results may differ materially from those projected in the forward-looking statements. For additional information regarding these forward-looking statements and factors that could cause the actual results to differ materially please refer to the cautionary statements in today's earnings release and in our public SEC filings, including our 2005 Form 10-K and our upcoming Form 10 Q. Today's earnings call may also include a discussion of certain non-GAAP financial measures. Please refer to today’s earnings release for the required reconciliations to the most directly comparable GAAP financial measures and other related disclosures. Our earnings release is available on our website at Blockbuster.com under the link for investor relations. With that, I will now turn the call over to Larry Zine, our Chief Financial Officer.

Thank you, Angelika and good morning everyone. My remarks this morning will be centered around our third quarter performance and John will discuss our overall strategy, including Blockbuster Total Access, a program that was launched yesterday and represents another important step in the integration of our in-store and online business. As I have stated before, our objectives this year are to balance operational improvements in our in-store business with growth in online, while focusing on overall profitability and cash flow. I believe our third quarter and year-to-date performance is a reflection of our successful pursuit of those objectives. Before I walk through our P&L, I would like to highlight that first, year-to-date we have generated about $130 million in free cash flow and grew our adjusted operating income by almost $150 million from the first nine months of 2005. Second, strong performance out of our domestic business resulted yet again in positive domestic movie rental comps. Third, ongoing cost containment efforts centered around labor, advertising and corporate overhead as well as the rationalization of our real estate base continued to be key drivers of our earnings performance this quarter and throughout this year. Now let's focus briefly on our third quarter performance. Total revenues for the quarter decreased 2.9% to $1.33 billion, mainly due to the reduction in our company-operated worldwide store base. This quarter, we reduced our company-operated domestic store count by another 80 stores and increased our closures in certain international markets, yielding a net closure of 39 international company-operated stores. Worldwide same-store rental revenues decreased 1.3%, reflecting a 0.7% increase in domestic same-store rental revenues, offset by a 7.5% decline in international same-store rental revenues. Growth in domestic same-store rental revenues was led by a 3.2% increase in our domestic movie rental comp, which has been positive now for three consecutive quarters, demonstrating tremendous focus on daily execution by our stores as well as our online business, especially considering the significant disadvantage in the home video release schedule, which was down about 19% this quarter. Consistent with the trends we have seen throughout this year, our domestic same-store game rental revenues declined 18.8%, which had a net impact of about 2% on our domestic same-store rental revenues. This decrease reflects an almost 14% year-over-year decrease in the number of game titles released during the third quarter of 2006. We saw similar game release schedule disadvantage during the first half of the year, as well. But, we expect that increased penetration of Xbox 360, as well as the highly anticipated console launches from Nintendo and Sony will provide positive catalyst for us next year with a higher installed base for all new generation platforms and a stronger overall game title line up. Worldwide same-store retail revenues declined 1.2% during the quarter, caused mostly by decreased retail sales domestically, consistent with our strategy to reduce retail inventory in an effort to shift our resources to higher margin revenues. However, strong performance by Game Station, drove a 10.8% increase in international retail comps offsetting most of the domestic decline. Our gross profit declined by $33.8 million during the quarter, mostly reflecting the decline in rental revenues. Additionally, gross rental margin of 65% was up slightly from the second quarter, but decreased year-over-year by 160 basis points, largely due to increased promotional activities designed to drive rental activity in previously rented product sales and a focus on increasing customer satisfaction through improved product availability, particularly in stores operating in highly competitive locations. Retail gross profit increased by approximately $10 million during the quarter, consistent with the retail strategy we implemented during the third quarter last year of more efficient inventory management and less promotional activity around our new retail merchandise. Retail gross margin increased 330 basis points from last year to 27.2%. Our SG&A expenses declined by approximately $28 million as compared to the same quarter last year. While you think about the SG&A decline, please keep in mind that we are beginning to cycle against major cost reduction efforts launched during the third quarter of 2005. In addition, lower than expected profitability results during the first nine months of last year prompted us to reverse a $10.5 million bonus accrual causing an unfavorable year-over-year variance in compensation costs. The other items impacting the quarterly comparison are an $8.8 million severance and store closure cost charge and $4 million in costs related to an obligation under a guarantee issued in 2001 for the debt of a franchisee. We have no other material outstanding obligations related to our franchisees. Adjusted operating income for the third quarter totaled $14.7 million, an improvement of $11 million from adjusted operating income of $3.7 million last year. Adjusted net loss for the quarter was $11.5 million or $0.08 per common share as compared with an adjusted net loss of $25.9 million or $0.14 per common share for the same period last year. Briefly looking at our balance sheet, we are now going into the fourth quarter with strong liquidity, including $129.8 million in free cash flow generated year-to-date, no outstanding borrowings under our revolver and lower overall liabilities as compared to last year. In summary, we feel good about our results thus far, and building on the momentum in our domestic business we have entered into our highest seasonality period well-positioned to achieve our financial and online growth objectives, benefit from the launch of Blockbuster Total Access as well as a strong title line up. Now I will turn the call over to John.

As Larry said, we feel good about our results so far this year. We remain focused on executing against our business plan, a plan which calls for us to control costs, maximize our asset portfolio, grow our share of the overall movie rental business and improve our cash flow and profitability. Our plan also calls for us to continue to integrate our online and store-based business. With yesterday’s announcement about Blockbuster Total Access, a program which offers consumers unprecedented access to movies by combining the convenience and selection of online with the immediate accessibility of the stores. We took a significant step forward in the evolution of Blockbuster from a store based only retailer, into a fully integrated online, in-store, any way the movie rental customers wants it business. We have very high expectations for Blockbuster Total Access. Those expectations are based on several things. Extensive consumer research regarding Total Access before we actually launch the concept, both qualitative and quantitative research, which showed us that customers were most interested in this program. That include ours own customers as well as consumers who are currently subscribing to pay per view, renting at competing video stores or subscribing to a competing online service. That means Blockbuster Total Access is a terrific point of competitive differentiation for us. No one else is currently offering a program anything like Total Access and no one can easily replicate it. In our view, this research has been validated by the launch in our test markets where we have experienced extremely positive customer reaction to the program. Our customers, as well as our employees in the test markets love Total Access. Importantly, that love translated into results. In the test markets we saw an improvement in revenues, improvement in subscriber activations and online churn was down. Given our planned activities in support of Total Access for the remainder of the year, we believe we can drive further improvements in these metrics across the country. The power of this program is its compelling consumer appeal. With very little explanation, consumers get it. Total Access combines the best of store-based renting with the best of the online experience while simultaneously addressing the inherit problem of online renting; that is, lack of immediate accessibility. Let me put you through some problem/solution scenarios to make my point. Problem: you don't feel like watching that documentary on global warming that sounded so interesting when you put it in your queue, but isn't quite as appealing on Friday night after a tough week at work. Solution: Blockbuster Total Access. Exchange it free of charge for a comedy at one of more than 5,000 participating Blockbuster stores, which by the way, includes all of our corporate stores and almost 90% of our --

I walked in, everything was posted correctly so everything on your end is just fine.

Okay, Thank you. I appreciate it.

You bet. Thanks, Joyce.

Bye-bye.

Okay. We'll pick up right after that. That's not a problem Total Access can fix. But, I'm about to tell you another one we can. Problem: Watched all those DVDs from your online service and your family wants to do an at-home movie night right now? Solution: Blockbuster Total Access. Exchange your DVDs at a Blockbuster or bring them in with a free movie rental coupon we provide and get that perfect Friday night family flick right away. Problem: Can't wait to get the next online movie in your queue? Solution: Total Access. Take your online DVD to a Blockbuster, exchange it or just drop it off and the store check-in process immediately frees up the next movie in your queue and you'll get it online faster; certainly faster than if you had dropped your DVD off in the mail yourself. Problem: Watching a great murder mystery and the DVD starts skipping right when you are about to find out who done it. Solution: Total Access. Run that damaged DVD down to the Blockbuster and exchange it for one that works. Total Access provides solutions to real needs and wants consumers have. Said more simply, more movies faster; online renting without the wait; never spending a Friday night or any other night, for that matter, without a movie; value, flexibility, convenience. That’s what Total Access offers. Quite frankly, we believe it raises the bar for what consumers will expect from online renting going forward. As for what Total Access offers Blockbuster in addition to competitive differentiation, we believe Total Access will give us the opportunity to grow our online subscriber base at an even faster rate, accelerate our ability to gain market share, not only in the online space, but in the in-store based industry, as well. And improve our long-term financial performance. Let me address the financial performance aspect. Even though there will be an increase in product buys and in-store costs to support Total Access, we believe we'll see a favorable impact from Total Access for three reasons. First, as a result of Total Access, we believe we'll see an increase in in-store revenues because of the increased visits from current Blockbuster customers who become Total Access subscribers and because of increased visits from new customers we gain through the program who are currently spending their entertainment dollars with someone else. So, more share of wallet from current customers and more share from our competitor's customers. Secondly, we believe our financial performance will benefit from reduced online subscription churn. As I mentioned earlier, in our test markets we are seeing significant churn reduction because of Total Access. Third, we believe we'll be able to positively impact our subscriber acquisition costs as a result of Total Access. In our test markets, we have seen significant pick up in online sign-ups. So we believe Total Access can help us improve our business by increasing store revenues, increasing subscriber tenure and positively impacting subscriber acquisition costs. This should be more than enough to offset any increase in costs associated with the program. I'd also like to point out that if necessary, there would be nothing stopping us from having a different price point for Total Access, for online only subscriptions or for subscriptions that limit in-store rentals. In other words, we now have the ability to put together a variety of subscription offerings that will suit different customer needs, deliver tremendous consumer value and give us the ability to have very competitive price points in the marketplace while still enabling us to take the right steps for our business. As for the marketing of this new program, between now and the end of the year during the time of high seasonality for movie watching, we will be stepping up our web-based media in support of Total Access and we'll also be testing broadcast advertising in select markets. We'll factor in the results of this advertising into our plans for next year and we'll work to strike the right balance between subscriber growth and our profitability objectives. We continue to remain focused on our goal of 2 million subscribers by the end of the year and believe that goal is very much within reach as a result of the introduction of Total Access, our advertising plans and the excitement about this new program on the part of our store personnel. Make no mistake about it, our employees in the stores are very excited. In part, because of the sales incentives we put in place and the new tools like the wireless laptops we've given them to help them sign up customers in-store; but they are also very happy because they know their customers are going to be excited about Total Access. I mentioned at the beginning of my comments that our business plan calls for us to grow our share of the overall movie rental business. If you look at our domestic comp rental revenue numbers compared to those of our publicly traded competitors, Movie Gallery and Hollywood, just through the first half of the year, which is the last time they reported results, Blockbuster's were up 1.8% while theirs were down 6.6%. Based on that, as well as other indicators, we have to believe we're picking up share of the domestic rental market. As we have said before, we continue to believe the store-based video rental market is overbuilt and it will be rationalized over the next few years. For example, there are currently 2,000 Hollywood Video Movie Gallery stores within two miles of a Blockbuster. We think a number of those stores in trade areas across the country will close. We want to be the beneficiary of those closures. To that end, we have been gradually stepping up our marketing activity in highly competitive trade zones. You know, it is very easy with all of this talk about online renting to forget that today, and for many years to come, the vast majority of movie rental transactions are projected to take place in a store. If anything, our Total Access program underscores the importance of store-based renting to customers. We believe we are now better positioned than we have ever been to leverage our stores to gain online rental share and to leverage our online service to gain store-based share, and to do both at an accelerated pace. In both the short and long term future, we face practical realities, challenges and limitations that come with a changing home entertainment landscape. But on the other hand, this changing landscape also offers us opportunity and promise. We are competing and can win in a mature store-based rental business, a business that is projected to generate billions of dollars in revenues for years to come. We are competing and can gain significant ground in a growing DVD by mail business. We have just introduced a hybrid approach that represents a totally new way to access movies and increasingly, we believe and all of our research shows us, that this approach is what a large body of customers want. We believe this approach is a big opportunity and there is no other brand today that is offering this kind of service or access to movie lovers. Blockbuster is the only brand that rents and sells movies online and in-store; the only one that rents movies by subscription or pay as you go. That offers consumers more than 60,000 movies to choose from or immediate accessibility to thousands of movies, including the hottest new releases, almost any time you want them at a store near you. Blockbuster is conducting business every month with more than 15 million domestic households. We believe we can play an important role in the movie aggregation and distribution business for a very long time to come, because we perform a service for content providers and customers alike that they can't easily get anywhere else. As we look to the future of our business, we ultimately want to help customers navigate all the viable home entertainment choices that emerge in the marketplace. From packaged movies to digital, through our stores, through the mail or through whatever form of distribution they desire. We intend to do just that. Thank you. And now we'll open it up for your questions.

(Operator Instructions) Your first question comes from Barton Crockett - JP Morgan.

Thank you very much. I was wondering if its possible for you to give us a little bit more color on what the tests suggests are the change in usage of disks from the Total Access program? Is there any sense of how many more disks are the online subscribers picking up per month and how much of a transition from using the stores for return versus mailing so we can get a better sense of what the P&L impact of that is? Secondly, I was wondering if it is possible at all for you to give us any color on what you are seeing for trends so far in October given that the DVD release slate looks like its been much better this month than it was in the third quarter. So I think most of us would assume an improvement in trends which already look pretty good in the third quarter. I want to get a reality check and see if that assumption seems on base given what you are seeing so far.

On the first question, let me approach it this way, which is what is the P&L impact of Total Access? As we said in the release and as I alluded to in the script, we feel very good about the P&L impact of Total Access for a number of reasons. There is a slight increase in usage from the customer because of the convenience and the access and the speedier delivery times. That will have an impact on raising our product costs slightly. Offsetting that is additional traffic in the stores, which is generating revenues; a reduction in subscriber acquisition costs, in other words we are signing up more subscribers at the same level of dollars than we were previously; and a very significant reduction in churn from customers, customers are staying on the service longer. When you bundle all of those things together, what we have is a compelling consumer proposition that on a profitability basis we think will produce very good traction for us both in growing subscribers and growing profitability. As far as the trends for the fourth quarter, as you know we don't comment on trends within a quarter. But as Larry alluded to in his comments, the fourth quarter box office is significantly better than the third quarter, third quarter being down some 19% and the fourth quarter up some 14%. So, we certainly won't comment on trends to-date, but obviously we had a pretty good third quarter given the terrible box office and we certainly expect to benefit from the fourth quarter momentum and title slate.

Thank you very much.

Your next question comes from Tony Wible - Citigroup.

Good morning. I was hoping we could reconcile your comments about the SAC coming down with Total Access and also your ambitions to market a little bit more outside of the store base. Should we assume that advertising cost will creep up in the near term? The second part is, should we assume that advertising will follow more of a seasonal trend that maps with the business?

Well, I think we've said all along this year that knowing what our plans were, that we would ramp up our marketing activities based on seasonality and based on having something to say to consumers in the marketplace. They're here, both the seasonality and a program that's worth talking about. None of that is outside of the guidance we had previously provided you regarding this, that we would hit 2 million subscribers and that our online business year on year would contribute positively to year-on-year profitability. That remains in place. Specifically, the broadcast media that we're going to be testing is not a huge incremental investment. It is designed to see what it can do in conjunction with web media, in-store incentives, laptops in stores and then we'll look at all of that, Tony, and we will make some decision about how we go forward in 2007 trying to optimize. Optimize being subscriber growth on one hand and all of the financial objectives that the company has on the other hand.

If I could on one last question, dig in a little bit on the G&A. Larry, did you mention the bonus accrual reversal last year, was that $10 million.

Yes, that's right Tony.

And this year you have evenly been accruing that over the course of the year?

We always accrue bonuses on the basis of performance on a year-to-date basis, so that would be correct.

And digging into the G&A cost on a per store basis, I guess it was up a little bit higher on a per store basis this quarter than we had seen in a while. Last time I think we saw it at these levels it was close to the end of late fees, which was about five or six quarters ago. Anything in particular you guys can point to as to what would be driving that? Is it an attempt to gain some more share in the marketplace? How should we think of G&A costs? Should we be looking at it on aggregated basis or is it reasonable to assume that it is better to look at it on a per store basis, and since you guys are closing stores we should see that number come down?

I don't know that there is anything particular that you would point to Tony for this particular quarter. I think you've got a lot of performance issues in that stores have been performing very, very well from a G&A perspective in terms of store labor, meaning overall compensation is good because performance is good. In the per store numbers, you've got costs in there if you include in our overall occupancy costs or store closure costs in the G&A lines that you would certainly have to take out in your comparison. On an ongoing basis we obviously are seeing things like utility costs going up, reflective of what's happening in fuel prices. We're seeing, when we renew a lease, we have obviously a lot of very good locations. When we renew leases we see inflationary impacts to the leases that we do renew. So it is those things that would cause a year-over-year look that our expenses on a per store average might be up slightly.

Should we on a go-forward basis be assuming that G&A on the absolute number should decline as the store base declines?

Yes, that would be true.

And just to double check, you guys are still working on trying to get hours efficiencies in-store?

Yes, we are really cycling against numbers that in the prior year were pretty aggressive in taking costs out. Again, with comps up at the store level, that generally mean that it takes a little more labor to drive these comps.

Thank you guys. I'll jump back on later.

Your next question comes from Carla Casella – JP Morgan.

I had a couple questions related to the game business. Can you talk about the working capital needs you're going to have in the back half related to games? Is it going to increase your use of working capital?

Carla, we shouldn't see real noticeable increases in working capital. We have great terms with all of our vendors, that is product that moves very, very quickly. While there will be slight builds in certain aspects of our games specialty business, those numbers will be small relative to our overall working capital situation.

You will be selling consoles though, correct?

We will sell consoles in a limited number of stores, but obviously we will in our games specialty stores.

Have you noticed in the past when there has been a new big game platform or several platforms at once, do you typically see any pressure on the video rental because people are using their time playing games as opposed to renting videos?

Actually it works the opposite way. When our game rental activity goes up our movie rental activity goes up, it is usually because they go hand-in-hand as a family experience.

In terms of same-store sales for this past quarter, can you talk about the progression of it? Did it accelerate or decelerate through the quarter?

Obviously there are fluctuations month to month just based on the amount of box office that's available to us, the amount of product that we buy relative to that box office, but specifically, there is always going to be seasonality within every quarter. But if you wanted to look just at box office, without looking specifically at our rental comps, the first month of the quarter the box office was down about 50%. The second month was up 15% the third month was down 33%. Now you have to take a weighting of how many movies came out during that period, but that does affect the business level at the store obviously.

This coming quarter the biggest months of box office increase will probably be December, correct?

Generally, yes. October's pretty good and December's equally as good.

Thank you.

Your next question comes from Arvind Bhatia - Sterne Agee.

We just talked about Q4, I was wondering if you have any early feel for the Q1 schedule based on the movies that have recently been released? Secondly on the games category, I'm wondering are you doing anything different this time around to take advantage of the growth that will happen in that business? For example on the used side, are you doing anything differently?

First part of your question, I don't have the Q1 slate in front of me, sorry. But it looks like from what we can tell it will be flattish, but when it firms up, we can give you a better answer on that. On the previously-viewed sales, we are in a pretty good rhythm with that, it's been a positive contributor to our business. We think, at least at this point, have broken the code in terms of how to maximize price per piece that we sell and we do a lot of bundling to do that.

John, what's your feeling on the market in terms of store closings? Are you seeing closings at the pace that you had expected in the past?

No, we're not seeing a lot of competitive closings. Not sure we know exactly why that is. We certainly know that some of our competitors out there have much longer leases than we do, generally. As you know, we have five-year leases so at any one time there is two-and-a-half years left on a store. If we're in a negative cash situation, it becomes very easy for us to close the store and pay off the remaining term of a lease. Everybody may not be in that situation. We're not seeing probably the store closures that we should be seeing. We have a feeling that could happen quickly, depending on what happens out there.

So would you still say 10% to 15% over-stored as an industry?

Yes, I think that's a good number.

Last question. Help us get an update on your feeling on the size of the online market and what you anticipate Blockbuster's online business as a percentage of revenue in the next few years?

Well, at this point we remain consistent in our view of the online market. We think it's somewhere between 12 million to 18 million households. We believe that we will grow our market share in the online business in 2007 and beyond. We believe we'll be the fastest growing online service in 2007 and beyond. To what share we ultimately get to, we haven't set any objectives or goals there other than to grow our business as fast as we can. As we said earlier, we believe the approach of Total Access and further integration concepts that we are contemplating and will execute over the course of the next months or quarters will further enhance the benefits associated with going to Blockbuster.com for your movies. We'll be happy to tell you about those as we get further down the road.

Thanks, guys.

Your final question comes from Youssef Squali – Jefferies.

John, I just had a quick question on the convenience of Total Access. How is this more convenient than the store coupons that you guys have already been offering with your online plans? Second, do you believe or is this in any way changing the incentive for subscribers to maybe choose lower-priced plans as somebody that, for instance, could choose $5.99 or $7.99 will automatically be able to walk into a store and double the number of DVDs they can basically rent in a given month? Thanks.

First of all why it is more convenient, the previous program calls for you to print an electronic coupon. Not everyone likes doing that. It limited you to one movie per week and once that expired, it expired. Whereas this is a whole other look and feel to a consumer. They take whatever movies they have and they can bring them to the Blockbuster store, trade them for store movies immediately, get new movies in their hands and immediately free up their queue to get the next movies sent to them online. So we think it's infinitely more convenient. We have not seen any migration to lower-level plans in our test markets. We think the three out plan is the most popular plan, both for us and for our competitor because it just kind of makes sense for people in terms of how they watch movies, how they consume them, how many. What we think we will continue to see here is there's a lot of people that like renting movies online because of the tremendous selection and convenience. There are even more people that like renting movies in store because of the spontaneous nature and immediate gratification of it. This satisfies both of their needs. As a result, we believe it will accelerate our growth of our online space. One of the bigger things that this satisfies is faster delivery times. By going to the store, if you are so inclined to do that and freeing up your queue, you are cutting about a day out of the process, if you will, than returning back to the distribution center through the mail. It is also contributing to our decline in churn. So all in all, as I mentioned earlier, we have high expectations for Total Access. After one day we're beginning to see those expectations become a reality. Stay tuned for further details.

Thank you.

Ms. Torres, do you have any closing remarks?

I would like to thank everybody for participating and we look forward to following up with you on your questions. Thank you.

Thank you. This does conclude today's conference.