R. Richard Fontaine - Executive Chairman Daniel A. Dematteo - Chief Executive Officer David W. Carlson - Executive Vice President and Chief Financial Officer J. Paul Raines - Chief Operating Officer Tony D. Bartel - Executive Vice President, Merchandising and Marketing

Colin Sebastian - Lazard Capital Markets Arvind Bhatia - Sterne, Agee & Leach Mike Hickey - Janco Partners, Inc. David Magee - Suntrust Robinson Humphrey Anthony Gikas - Piper Jaffray William Armstrong - C.L. King & Associates

Good morning, welcome to GameStop Corporation’s first quarter 2009 earnings conference call. Today’s call is being recorded. At the conclusion of the announcement, a question-and-answer session will be conducted electronically. (Operator Instructions). I would like to remind you that this call is covered by the Safe Harbor disclosure contained in GameStop’s public documents and is the property of GameStop. It is not for rebroadcast or use by any other party without the prior written consent of GameStop. At this time I would like to turn the call over to Dan Dematteo, Chief Executive Officer of GameStop Corporation. Daniel A. Dematteo: Welcome all of you to GamesStop’s first quarter 2009 conference call. With me today are Dick Fontaine, Executive Chairman; Paul Raines, our Chief Operating Officer; David Carlson, our Executive VP and CFO; and Tony Bartel, our EVP of Merchandising and Marketing. This morning we will discuss our first quarter 2009 financial performance and our outlook for Q2 and the rest of the year. As our release indicates, we had record earnings to beat the high end of our guidance with comp sales coming in slightly negative against last year’s record 22% comp gain. We are extremely pleased with our performance in this weak global economic environment as we’ve focused on our buy-sell trade model and expense control to drive sales and earnings. New game sales declined 3% due to last year’s megahits that launched in Q1, but used game sales grew an amazing 32% as consumers traded games in record number to buy new games and we have seen no impact from new entrants in the used game business. Hardware sales in April were driven by the launch of Nintendo’s new DSi handheld system and we had the largest US market share. In the quarter we opened 115 new stores, 69 in the US and 46 internationally, and our new store performance continues to be excellent. I want to thank the thousands of GameStop employees and our publisher partners for their support that made this performance possible in spite of this worldwide recession. David will give you more information on Q1 financials and I will discuss Q2 and beyond. We are forecasting negative comp sales this quarter as we’re comparing to last year’s 20% comp store gains and an EPS of 162% that were driven by a strong title lineup, strong console sales, and government stimulus checks. Sales will be driven this quarter by new title releases such as EA Sports Active, UFC 2009 from THQ, NCAA Football and Fight Night from EA. However, given current trend we forecast a significant decline in console unit sales. We expect growth in handheld sales led by Nintendo’s DSi. In the quarter we will continue our worldwide expansion and expect to open between 75 and 100 stores with a goal of around 400 new stores for the year. The opportunity to drive new users to video gaming and grow overall sales of new videogames is working due to the consumer acceptance of our buy-sell trade model and our successful new store growth programs. The back half of the year is forecasted to be better than the first half due to a strong new title lineup and weaker LY comparisons. Should hardware price cuts be announced, we would expect a commensurate lift in console unit sales. We will continue to improve our strategic positioning through improving our customer service, improvements in store merchandizing, and marketing programs. Hopefully, the economic environment will improve later in the year and we will be well positioned to capitalize on the growth in video gaming worldwide. With that, I will turn it over to David for a more in-depth financial review and then we will come back for a Q&A session. David W. Carlson: Before the market opened today we released our sales and earnings results for the first quarter of fiscal 2009. GameStop sales for the first quarter increased 9% to $1.98 billion as compared to $1.81 billion in the prior fiscal quarter. Comparable store sales for the first quarter declined 1.5% due to difficult comparisons to the prior year when Grand Theft Auto, Super Smash Bros. Brawl, and Mario Kart were released. Comparable store sales were also slightly less than recently forecasting due to a dramatic slowdown in hardware sales particularly in Europe in the last three weeks of the quarter. New hardware sales were 17% during the first quarter with particular strength in the Nintendo DSi launch and sell-through of the $199 Xbox 360 systems. New software sales were strong given the blockbuster titles released last year and only declined 3% year over year. This was driven by releases by releases such as Resident Evil 5, Street Fighter IV, Halo Wars, and Pokemon Platinum, and demand driven by larger installed base of hardware. Used product sales grew a robust 32% showing the strength of our buy-sell trade model during these challenging economic times. Net earnings for the quarter were $70.4 million, increasing 13% over the prior year quarter’s net earnings of $62.1 million. Diluted earnings per share for the quarter were $0.42 and included debt retirement cost of $0.01 per share beating the high end of our previously released guidance. Gross margins increased by 130 basis points as product mix shifted from lower-margin hardware sales to higher-margin software sales. This positive mix shift was augmented by exceptional control of inventory shrinkage, therefore increasing operating margins by 40 basis points to 6.5% from 6.1% in the prior year. Our balance sheet remains strong with over $230 million in cash at the end of the quarter. During the quarter we repurchased approximately $50 million of senior notes bringing total debt down to under $500 million and leaving approximately $50 million in Board-authorized buy-backs not yet executed. Inventory levels per store were higher than expected due primarily to the unexpected hardware sales slowdown during April. Inventory levels grew 17% while sales grew 9% as hardware console sales slowed. We expect inventory levels to return to historical norms by the end of the second quarter. This morning we also issued initial guidance for the second quarter of fiscal 2009 and reiterated EPS guidance for the full fiscal year. Last year’s second quarter results were exceptional, driven by unprecedented title lineups, strong hardware console sales, and government stimulus checks. Comparable store sales grew 20% with EPS growing 162%. Due to this difficult comparison coupled with the declining hardware sell-through we’re forecasting comparable store sales for the second quarter of this year to decline between 8% and 11%, and expect earnings per share to range from $0.28 to $0.33. Note that the comparable store sales guidance assumes no hardware console price cuts during the quarter and could prove conservative if such price cuts actually took place. We’re also reducing full-year comparable store sales to a range of flat to plus 2, primarily due to slightly lower than anticipated hardware sell-through on several consoles. However, our EPS guidance remains unchanged at $2.83 to $2.93 as we continue to expect US software industry sales to increase between 5% and 10% in 2009 due to a strong back half title lineup and growth in our used business. With that, I’ll turn it over to the moderator for questions.

(Operator Instructions). We will take our first question from Colin Sebastian - Lazard Capital Markets. Colin Sebastian - Lazard Capital Markets: First of all I was hoping to drill down a little bit on the slowdown in Europe, you mentioned that was also hardware related; I was wondering if you saw a slowdown in software there as well, and if you could talk about the difference in the margin contribution from your Europe stores versus North America, and if you’ve changed your mix of new stores planned as a result of the Europe slowdown? R. Richard Fontaine: I’ll handle the first part of that question and turn it over to Tony or David who can answer the margin issue more specifically. The truth of the matter is that in Europe we did see a slight slowdown in new software, as Dan indicated; that was due mainly to very few titles in April, particularly the last period in April. What we did see however is a significant increase in our used sales. As a matter of fact we had stronger used sales, both on the sell side and the buy side, in every division in Europe save one, and that was Ireland due to some very strong comparisons there than we have ever seen. As most retailers in tough times, we really led with our value items and our value promotions and they paid off tremendously. While it is true that the new use sales again because of April were weaker, the very very strong trades created a tremendous amount of currency that as these new titles start flowing in the second half we’re going to have customers around Europe that have got trade currency that is going to generate even more of our sales, and while I am at that as well, while those new sales and software did slightly decline and that was also true again late in April for hardware, our market share in Europe increased in literally every market. As a matter of fact the numbers that we have for Europe that are generated by GFK Media Central which is the equivalent of NPD in the US indicate that our market share was significantly up in every country. While the GDPs had dropped in all of these European countries and the unemployment suddenly again in April spiked up, we saw a very very strong increase in our market share. That’s particularly important in Europe because being able to lead with these value prices in difficult economic times probably has done more to reinforce the GameStop new and used model than at any other time and we clearly showed that we were able to retain our customers as our transactions were slightly down, but our customer count held steady. So, net-net while we would have expected and hoped for better performance in Europe, many of the underlying metrics were very strong and put us in a better position as we go forward. David W. Carlson: As it relates to your question about European operating margins, as we’ve said in the past European operating margins are 2 to 3 points below the US operating margins, mostly due to the maturity base of the stores. The European stores are much younger and the market is not as mature. So they do tend to run a few points below the US operating margins. Lastly, I think you had a question on new store growth, we still plan on opening about 200 stores in US and 200 stores internationally, and we haven’t changed that and we’re still on plan to do that. Colin Sebastian - Lazard Capital Markets: A clarification on your hardware comments, on pricing specifically; you’re not baking in any price cuts for this quarter. Is that a change to your previous expectations for when the manufacturers might lower prices? David W. Carlson: Actually it is, yes. We had in our original budget; when we create our budget we don’t know if and when price cuts are coming, but we had assumed there would be some price cuts in May, and obviously those have not taken place, and we don’t know if and when they will take place going forward. So, our guidance does not include any price cuts in the second quarter.

We will now go to Arvind Bhatia - Sterne, Agee & Leach. Arvind Bhatia - Sterne, Agee & Leach: I just wanted to understand the hardware assumptions that you’re using now for the year, in terms of both the units as well as dollars for the year, and then the second question is more of a housekeeping; what was the stock based comp number as well as the store closing number, just so that we’re on the same page? David W. Carlson: The stock based compensation I am going to have to get back to you on that; I don’t have that at this point, but the assumptions on the hardware, we have brought down our total hardware units assumption for the year for the industry in the US to about 33.5 million units from 35 million units. Some of that is in the Wii number, which we have seen obviously in the last couple of months, come down in sell-through. So, that is probably the biggest change that we’ve made in our hardware assumption. If you look at what the manufacturers are projecting in terms of unit sell-through for the year, they imply that there will be hardware price cuts, and so while we don’t have hardware price cuts planned for Q2, we do have them planned for later in the year. Arvind Bhatia - Sterne, Agee & Leach: What about hardware dollar growth, what does that imply based on your new assumptions? David W. Carlson: That assumes a negative hardware growth; as we said I think in our guidance when we talked about it in March, we’re looking at about a minus 2% hardware dollar growth and we’re probably closer to a minus 5% hardware dollar growth. Arvind Bhatia - Sterne, Agee & Leach: Store closings; was it about 70 stores or so this quarter? J. Paul Raines: We closed 77 stores in the quarters and as you know when we competed with EB we had opened up a lot of stores in overlapping markets. Late last year and early this year in renewals, we make the decision based on keeping it open or transferring the business to another store and in many cases we closed the store and transferred over to one GameStop store so that we don’t have overlaps. Arvind Bhatia - Sterne, Agee & Leach: I am a little bit surprised with the software growth guidance of 5 to 10. As you all know many of the publishers have brought numbers now and happy to see you guys are still reaffirming the back half, but it seems like you guys are more bullish about the new software in the back half than what we’ve been hearing. Is there a way to think about it, is there a way to reconcile or you guys just think that back half is just better, just more titles coming out? Daniel A. Dematteo: We do believe that and we do think we have a very strong back half title lineup. One of the things often that get overlooked is the titles that come from Japan and from Europe and the significance that they have. For example, two of our best selling titles for the first quarter here came from Capcom from Japan. So, I think that sometimes gets overlooked; the Japanese titles and the titles also that come from Nintendo.

Now, we’ll go to Mike Hickey - Janco Partners, Inc. Mike Hickey - Janco Partners, Inc.: Great job on your quarter earnings wise given the difficulties of the market. It looks like Walmart just started to initiate a pilot program with a company called E-Play where they put in game trade-in kiosks at the 70 plus stores or so; just curious what your thoughts were on that and how it can impact your business moving forward? J. Paul Raines: Yes, we’re very familiar with the machines Walmart is testing. We investigated them last year and decided not to move forward. As we’ve said before on many occasions, we believe and consumers have showed us that they like the immediacy of putting a trade credit right back into a new title. In fact, 70% of trade credits go out in the new title sales, and the kiosks don’t allow for that, but there is another big hurdle that most retailers don’t understand when they talk about entering the used business; this is a business that is a heavily regulated business with huge compliance burdens. There are regulations of all kinds and they are designed to prevent fencing of stolen merchandize. So, GameStop has invested heavily in training, systems, in personnel, to be compliant with those literally thousands of regulations across the country. To give you a feel for that level of compliance requirements; over 50% of our stores require some type of a license to buy and sell used merchandize, about 25% of our stores have fingerprinting requirements, and about a third have product hold requirements. So, there is fees and limits on purchases from minors, specialized local requirements of all kinds; so when we look at the kiosk and when we think about putting those in front of stores, if I was putting those in front of a store, I’d be very concerned about compliance and the impact to those vending machines on my store shrink. So for all those reasons we believe we still have a great advantage with our model.

Our next question will come from David Magee - Suntrust Robinson Humphrey. David Magee - Suntrust Robinson Humphrey: A couple of things just to clarify; the forecast now for hardware for the year, you said 33.5 million; that does assume that there will be price cuts in the second half? Daniel A. Dematteo: That assumes that there will be price cuts on the PS3 and potentially one on the Wii. It’s hard to tell if we actually need a price cut on the Wii to get to our numbers. There are some price cuts built into that assumption, but not until the third quarter. David Magee - Suntrust Robinson Humphrey: I know that it’s too early to think too much about next year, but if you’re assuming a lower hardware sell-through this year, how does that begin to affect your thinking regarding the software sell-through in 2010? Daniel A. Dematteo: That being said, we’re only bringing it down by 1.5 million units from 35 million to 33.5 million. To be honest with you, I am not sure it changes our software assumptions much at all. That’s not a big difference in the scheme of things. David W. Carlson: In this generation, hardware; we’ve had two record years and the industry continues to build its installed base. So, there’s definitely a cumulative factor here. So, there’s no question as we go into 2010, we’re going to have more hardware installed units around the world than we’ve ever had. So, I see no reason whatsoever for us to assume that we’re going to do less and I think you’ll see our plans that we’re going to do more because of it. David Magee - Suntrust Robinson Humphrey: Correct me if I’m wrong, but aren’t there some delays as well for some titles from the second to the third quarter that was part of your thinking to regarding second quarter forecasts? Daniel A. Dematteo: You’re definitely correct David. One of the biggest titles we thought was coming in the second quarter was Batman: Arkham Asylum; I never get that quite right, but we believe that that was going to be one of the biggest titles of the second quarter and my understanding is that that has now moved to September. That definitely was also a piece of the negative guidance that you’re looking at. David Magee - Suntrust Robinson Humphrey: Lastly, could you give some color on the used product margins in the quarter on a year-to-year basis? Tony D. Bartel: Given the current economy, we were actually very promotional in our used business, more promotional than we had been last year at this time; however, our margins did continue to run in the 48% to 50% range. They were very consistent with our full year margins for all of 2008 and we anticipate that they will continue to run in the 48% to 50% margin range. David Magee - Suntrust Robinson Humphrey: So that was not a response competitively to some of the stuff that that’s out there? Daniel A. Dematteo: I don’t think it was a response to competition. I think it was as I mentioned in my European comments, it was more the market that we were in. Fairly, with the consumer being very focused on value, we wanted to come forth with the strongest possible offers in all of the countries that we could, and that led us to do even more promotions than we otherwise made up, and we think that really is the right strategy, but it really is driven more by the economies that we’re dealing with than any competition.

We will now go to Anthony Gikas - Piper Jaffray. Anthony Gikas - Piper Jaffray: Related to hardware sales; at least in my opinion, the recent hardware sales in the US, Europe, and Japan have been disappointing now for a couple of month at least, particularly on the Wii. Does this raise any red flags in your opinion and do you think it has any affect on forward software sales, looking out to calendar 10 or 11, and do you expect to continue to be very promotional on the used side of the business to bring more product in; could you get even more promotional in that regard? Daniel A. Dematteo: Let’s take it one by one. I think as I said initially, the hardware price points where they’re at right now, given this economic environment are potentially too high or are too high, and that if the platform holders are going to make the numbers that they forecasted for the year, those prices would have to change. So, I am assuming their goal is to still make their numbers. So, I am assuming therefore that they would have to change. Also, if you think about it, these hardware prices have stayed up longer in this cycle than in any other time before, and in a very dire economic environment, those two things seem to be mutually exclusive. So, I think that something would have to change. Lastly, I might add the effect of the stimulus checks we had last year at this time of the year and going into the summer, had a tremendous impact on helping to move in the United States hardware, and we don’t have those this year. So, I think put all those things together, I think that there will have to be price cuts in order to get the hardware moving to where it needs to be. David W. Carlson: Again, I think the level of promotions that you see out there is fueling our growth, the tremendous growth we’re seeing in the used business. I anticipate that you’ll see the same level of promotional activity that you’ve seen in the first quarter and it will generate the 48% to 50% margins that we will see for the rest of the year. Anthony Gikas - Piper Jaffray: How’s the used business breaking down between hardware and software; maybe just a little update in that regard? Daniel A. Dematteo: We don’t break out hardware and software within the used category. David W. Carlson: Although I don’t think it has changed a whole lot to be honest with you. Daniel A. Dematteo: Margins are fairly similar. So, it really doesn’t have much of an impact; they’re similar on both. R. Richard Fontaine: What I can say is that we will start to see some changes mainly around Europe in our international operation is that because we’re more immature there, we had been building on our refurb centers, and more and more of our international or European operations are becoming better at refurbing and taking back and therefore promoting to take back hardware. So, I think overall, I wouldn’t look for a dramatic increase, but on a country-by-country basis we will start to be able to take back more hardware than we have in the past due to the fact that we just didn’t have the refurb centers totally up and running; that is in fact now happening. Anthony Gikas - Piper Jaffray: Do you feel like you’re still chasing hardware and software, on the used side? David W. Carlson: One of the elements of used, I can almost give a blanket yes, we have always been chasing software, but that has to do with the fact that we’re selling an inordinate amount of used software. So, yes, I think we are; nevertheless, I think we have made more inroads into getting back more quality software in this last quarter; admittedly, a good portion of it because of the economies, but because we have focused on it. I think we’ve moved the needle forward in our sophistication, in our systems, our applications, our promotions, assuring best practices in the used in this quarter than perhaps at any other time, and I would point out and this is maybe back to the promotional discussion, what you will probably see as a result of that as more new quality titles come out, we will shift more of our promotions to driving the sales of those new titles by trying to get the trade currency and to offset the prices. So, when we see a better lineup of new titles or price cuts on hardware, we’ll often combine a promotion with that to give the customer a better deal and therefore drive our share of those new titles much higher.

We will take one more question and that question will come from William Armstrong - C.L. King & Associates. William Armstrong - C.L. King & Associates: In late April, your European hardware sales dropped unexpectedly sharply; was there any specific platform where you saw that or was that across the board? David W. Carlson: It was generally across the board, it was perhaps fractionally more in the Wii area, and I think again that perhaps has to do with the fact that they were just not really software titles that were enticing the newer user to the category, but I wouldn’t characterize it as a disproportionately drastic drop, but probably a little bit more so in the light. William Armstrong - C.L. King & Associates: Did you see a commensurate decline late in April in the US also or is this really concentrated in Europe? David W. Carlson: No, it was both in the US and in Europe; the last three weeks of April in the US as well were fairly light when it came to hardware sell-through. William Armstrong - C.L. King & Associates: The old Halo hardware sales rose during the quarter to 20% from 18.7%; was that pretty much driven by the DSi or were there other areas of strength? Daniel A. Dematteo: The biggest thing was definitely the DSi launch, that was very significant as we said we had the largest market share on that launch, and the other area that showed some strength was particularly the $199 Xbox 360 system. William Armstrong - C.L. King & Associates: New software gross margin was at about 170 basis points year over year; what’s with that? David W. Carlson: Essentially that was driven by three things. First, we did have some shift in country mix where we did have an improvement in our margins. Second, we were stronger from a advertising and coop perspective, and we actually did receive a slightly higher amount of coop, and then third, we did have a slightly higher increase in the US. William Armstrong - C.L. King & Associates: Looking at the second half, obviously to make your full year earnings guidance, you’re going to have to have a big second half and I assume you’re assuming some nice increases in gross margins to help you get there; what would be the drivers of gross margin in the second half? Daniel A. Dematteo: I think it would be clearly the new titles and it would be continued growth in our used videogame category; those would be the two things that would drive the earnings and some of the new titles; David, I don’t know if you mentioned some of them. David W. Carlson: Yes, the new title base actually looks very very strong for the second half starting in the fall obviously with Madden, Rock Band Beatles, you’ve got Guitar Hero 5, the new Halo 3, and Batman as I said earlier, and then going into October with Tekken 6 and BioShock 2, and then going into November with Call of Duty: Modern Warfare 2, Assassin’s Creed 2, and we believe there’s a couple of Nintendo titles coming that have not been announced. So, it looks like actually a very very strong fall and holiday season. William Armstrong - C.L. King & Associates: Could you remind us were there any really strong titles in the back half of last year that you’re going against? David W. Carlson: To be honest with you there were some nice titles; don’t get me wrong, but there were no giant blockbuster titles in the second half of last year. We had good titles such as Fable II and we had Guitar Hero 4, and Call of Duty and Gears of War, but those were good titles, but nothing like a Halo or a Grand Theft Auto type comparison. Daniel A. Dematteo: Thank you. In closing, I’d just like to say while many people may want to paint the headline of videogames finally getting hit by the recession; I think that they would be mostly wrong. This industry is all about hot new products and the first half of this year can’t compare to the record setting titles that released in the first half of last year. We’re optimistic as we said that the quality and quantity of titles in the back half of the year, the continued acceptance from our customer of our buy-sell trade model, and our international footprint will drive back half earnings. Thank you for your attendance today.

That does conclude today’s conference and we thank you for your participation.