Dan Dematteo – Chief Executive Officer Paul Raines – Chief Operating Officer Cathy Smith – Chief Financial Officer Tony Bartel – EVP of Merchandising and Marketing

Colin Sebastian – Lazard Capital Markets Ben Schachter – Broadpoint Bill Armstrong – C.L. King & Associates. David Magee – Suntrust Robinson Humphrey Tony Wible – Janney Montgomery Scott Arvind Bhatia – Sterne, Agee & Leach Edward Williams – BMO Capital Markets Anthony Chukumba – FTN Equity Capital Markets

Good morning and welcome to GameStop Corporation's Third Quarter 2009 Earnings Results 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 a 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. Please go ahead, sir.

Welcome to GameStop’s third-quarter conference call. With me today are Paul Raines, our COO, Cathy Smith, our EVP and CFO, and Tony Bartel, our EVP of merchandising and marketing. This morning, we released our third quarter financial results and our forecast for Q4 and the full year. Given the state of the worldwide economy, we couldn’t be more pleased with our results. In spite of softness in the industry, we managed our business well and had earnings at the high end of the range. In addition, as our release indicates, we once again gained significant market share as the budge-strapped consumer migrated to the value provided by our buy-sell trade model. New software sales grew 9.4% and used software sales grew 19% as comps declined 7.8% primarily due to new hardware sales declines. In the quarter, we opened 86 stores—48 in the US and 38 internationally. Also, we brought online new e-commerce sites in Australia, Italy, and a bilingual site in Canada. Next year, we plan on completing our e-commerce expansion into the remaining countries where we have significant retail door presence. Just two weeks, we announced a new executive in charge of our digital and e-commerce business, Shawn Freeman. He will be leading our efforts to make our e-commerce sites important portals for the distribution of not only boxed product but digital also as well as integrating our sites with our vast store network. Last week we attended the BMO Capital Markets Conference and announced several new initiatives. Working with our publisher partners and platform holders, we’re developing the capability to market add-on digital content in our stores and providing a seamless method for consumers to purchase this content. We believe this segment of the industry underperforms due to lack of awareness and friction points in the purchasing transaction which we will eliminate. Fresh add-on content extends game play and satisfaction that is maintaining higher ARPs later in the cycle and provides an add-on source of income for the developer and retailer. Earlier in the quarter, we announced the formation of a digital ventures group led by Chris Petrovich. The charter for this group is to explore investment opportunities that would benefit through association with GameStop as we understand that gamers are playing games on many platforms. I am pleased to announce that we have acquired a majority interest in Jolt Games, a developer of browser games based in Ireland. Their model converts existing IP for many of our publisher partners and ports into a browser environment. Working with Jolt, we plan on promoting their games in our retail doors, thus increasing traffic and therefore revenue. With that, I’ll turn it over to Cathy for a more in depth financial review, and then Paul will discuss in more detail about what we see driving sales and our plans for Q4.

Before the market opened today, GameStop released its financial results for the third quarter of our fiscal 2009. Sales and earnings in this third quarter were the highest for any third quarter in the company’s history. Total sales increased 8.2% to $1.83 billion as compared to $1.7 billion in the prior fiscal quarter. Comparable store sales declined 7.8%, mainly the result of a decline in hardware sell-through and a tough comparison to last year’s title lineup primarily in October when Fable 2, Fallout 3, and Saints Row 2 launched. Our European segment comparable store sales outperformed the rest of the company’s segment. Much of Europe entered into a recessionary period earlier than the US and is now seeing somewhat easier comparisons as it begins to recover. New software sales grew just over 9%, demonstrating GameStop once again gained a significant amount of market share as compared to the industry decline reported by MPD of 12%. Store traffic increased during the quarter driven by strong new titles including Madden NFL 2010, Halo 3 ODST, Batman, Arkham Asylum, NBA 2K10, and Wii Sports Resort. New hardware sales declined 2% during the third quarter with weaker than expected sales of Nintendo’s Wii, offset by strength from the price cut on Sony’s Play Station 3. Used product sales increased 19% for the second consecutive quarter as budget conscious consumers continue to utilize our buy-sell trade model. Net earnings for the third quarter were $52.3 million, a 12% increase from the prior year’s Q3 net earnings of $46.7 million. Diluted earnings per share for the quarter were $0.31, including $0.01 of debt retirement cost. Gross margins improved 60 basis points as our product mix shifted from low margin hardware sales to higher margin software sales. Category margins varied when compared with the prior year. Hardware and new software margins improved as a result of strong co-op advertising by our vendor partners. Used product margins improved 150 basis points sequentially to 47.3% but declined 90 basis points compared to last year’s third quarter. We’re pleased with the dynamic growth in our European used business during this quarter. However, due to the immaturity of the European used video game market, their increased contribution pressured the overall company used margin rates. The influence of the European used sales on total GameStop used sales will have a temporary impact on our used margins of up to 100 basis points as we mature these markets and used businesses. We’re deploying US best practices such as hardware and software refurbishment, stock balancing, and inventory management which will bring European used margins in line with the historical US performance. On a positive note, US used margins were back at the top end of our historical ranges in the quarter. SG&A expenses on a per store basis increased 11%, driven primarily by deleveraging fixed costs due to negative same store sales in the quarter. Now, turning to the balance sheet. We have a strong balance sheet with over $290 million in cash at the end of the quarter. Inventory levels increased 15.5% on a per store basis. This change is mainly caused by Call of Duty: Modern Warfare 2 to inventory being in the stores prior to the release date. During the quarter, we bought back $50 million of senior notes completing our authorized debt buyback program. We now have $450 million of senior notes remaining on our balance sheet. We continue to expect to generate free cash flow by the end of our fiscal year of approximately $400 to $425 million after having invested $175 million in capital improvement. This morning, we also reaffirmed guidance for the fourth quarter of fiscal 2009 and raised the low end of EPS guidance of the full fiscal year. For the fourth quarter of fiscal 2009, we still expect comparable store sales to decline between 1% and 7%. Over the first two weeks of November, clearly Call of Duty: Modern Warfare 2 has provided a terrific start. Consumer traffic and demand for new titles have been in line with our expectations, and we are projecting positive new software growth for the fourth quarter. As a reminder, last year, there was an extraordinary demand for new hardware systems at price points significantly higher than this year. Given this demand, we’re up against a 22% total sales growth in last year’s fourth quarter. This fourth quarter, the Wii is priced 20% less and the PS3 at 25% less than last year. Full year 2009 comparable store sales are now projected to decline between 4% and 7%. Earnings per share for the full year are projected to range from $2.45 to $2.53, representing EPS growth between 2% and 10%. For the industry, we forecast the new video game software sales growth will be flat to minus 5%. We look forward to providing an update on our holiday sales on Thursday, January 7th. With that, I’ll turn it over to Paul now for his comments.

I would now like to discuss the drivers of sales for the third quarter as well as providing insight into what we see in the fourth quarter. As Dan mentioned, we saw some great launches of new titles in the third quarter with strong reservation flow and launch events growing our new software share. Hit titles that customers have been awaiting unleashed pent-up demand from core gamers. Hardware sales were highlighted by the launch of the new PS3 Slim as well as price cuts on all three platforms. The used business grew well indicating that GameStop is the destination for the value price consumer. To give you some color on our unique product launch process, over 4200 GameStop stores hosted events at midnight this last Monday for Call of Duty: Modern Warfare 2. Hundreds of thousands of customers across the United States came out to enjoy the unique experience that is a GameStop title launch, and they were not disappointed. As an example, our San Juan, Puerto Rico stores hosted an event at the local baseball stadium that brought several thousand customers, food vendors, and even the local National Guard in support. In the fourth quarter, we expect continued strength in new software with Modern Warfare 2, Assassin’s Creed 2, Left 4 Dead 2, and Super Mario Brothers leading the way. GameStop’s unique reservation process, trade currency, exclusive content, and prelaunch marketing increasingly drive the new game consumer to us as the preferred source for new titles. Our used business which is an opening price point channel that provides needed value to budget conscious consumers will grow well, and the trade currency we provide consumers will fund new game and console purchases. On the hardware front, we see momentum from the new PS3 and expect lower price points to sustain sales on all three platforms. We have seen the decline in Wii sales that others are seeing in the channel, but many years of experience have taught us that Nintendo is a very strong brand at holiday, and we plan to have the right products for that consumer when the peak shopping days arrive. Our stores are better prepared than ever for the holiday shopping season. Our efforts to continue reducing turnover have given us the most tenured store manager core in the industry, and our year long investment in associate learning pays off at holiday in consumer preference. Our trusted game advisers are the authority for consumers searching for the right gift to buy, and we’re staffing greeters to help guide customers as they arrive in store. We have invested in new registers in our over 600 high volume stores to reduce wait time at checkout. Our supply chain is best in class for speed to market, and our automated ordering algorithms can replenish quickly any out of stocks queue to improve availability and sell through of hot titles and hardware. Now all of these investments produce very high customer satisfaction metrics indicated by our record net promoter score results. Record gains in market share this quarter tell us that consumers are voting with their feet and going to GameStop. A couple of comments on the consumer: Like many retailers, we’re cautious about consumer confidence heading into holiday. For that reason, we’re focused on providing consumers the strongest value proposition in video gaming. On the new game side, we’ll promote over 2500 games under $20 during our holiday campaign, and we’ll feature many of these in our holiday FSIs. Our unique buy-sell-trade model offers consumers the opportunity to bring their old games back for cash or credit on new games and consoles. We have seen in the past quarter that the level of trade credits going back into new games is growing, and we expect trade credits to fund a large amount of new title purchases. At the same time, we also know that the opening price point in used games and consoles are a great holiday gifting item. As a strategy for a difficult spending environment, the buy-sell-trade ecosystem uniquely positions GameStop to drive both new releases as well as opening price point value. We look forward to a great fourth quarter of 2009, and with that, I would like to turn it over to the moderator for question and answer.

(Operator Instructions) Our first question comes from the line of Colin Sebastian with Lazard Capital Markets. Colin Sebastian – Lazard Capital Markets: First off, following on the strong launch of Modern Warfare, there has been some concern whether we would see that strength carry over to titles like Assassin’s Creed, so I was curious about your confidence level that these other key titles for the holidays are shaping up to perform well out of the gates. Secondly, it seems to be clear you guys are taking share still despite some additional competition. I wanted to put a finer point in that if you could talk about new software sales on a comparable store basis and then lastly I was hoping you could talk in a little more detail about the digital strategy that you have been outlining a number of different initiatives here and maybe specifically on the acquisition of part of Jolt Games, the strategy behind making the ships in your business and how that fits into keeping traffic coming to your stores?

I’m going to pass it over to Tony. I think we have answers to everything but the comp new software number, we do not have that. We don’t track that. Tony, I’ll pass it over to you and talk about the new titles and also the digital strategy.

Clearly we saw pent-up demand that was unleashed with Call Duty: Modern Warfare 2, and I know that there was some concern on the next three titles that launched Super Mario, Assassin’s Creed, Left 4 Dead 2. We had high expectations for all those titles. Those are meeting our high expectations, so what we are seeing is pent-up demand that has been unleashed, and it gives us a lot of confidence as great bellwether fourth quarter. As to our digital vision, our digital vision really is built on leveraging the strong store foundation that we currently have in place. Our first call is to pursue adjacent opportunities such as sell of downloadable content on the Microsoft and Sony platforms directly from our store and from our websites and on building out our websites to be both global and more streamline. As Dan mentioned earlier were recently in Italy, Canada, Australia, and we will build out Europe next year. As to our West Coast digital office that we call Digital Ventures, we continue to assess opportunities to how to leverage our channel with this new digital content. We’re still learning here, and our recent acquisition of Jolt is an example of the testing that we’re doing in this area. We like the business model that Dan articulated earlier of Jolt’s ability to take IP from existing publishers and port it over into the browser space and allow us to sell that to our distribution channel.

The next question comes from the line of Ben Schachter with Broadpoint. Ben Schachter – Broadpoint: Can you estimate what your overall industry share is this past quarter versus 2008, and then Cathy I was wondering if we could get some detail on the timing of getting the European use margin, if we could get some more detail on that, and then you’ve discussed in the past about what you thought 2010 might look like on the new software sales. I think you had mentioned that it looks like maybe 2008 and 2008 was a 20% plus software growth environment. Is that how we should be thinking about 2010 or are you thinking about 20% plus in industry software growth?

On the market share, we don’t give out the absolute number on our market share growth in games, other than to say we had significant growth. We give out the growth number. We don’t give out the absolute number. On the second or the third part of your question on 2010 growth, a lot titles as we all know slipped into 2010, and we are expecting growth, but we don’t have our budget complete yet. We’ll be expecting strong single digit to maybe low double digit growth. I don’t know that we’re going to get 20% growth like we did in 2008 because that was driven a lot by high ARPs with music.

I’ll take you question on the timing of used margins and the maturity of that at the European used business. It’s a great opportunity, and we know how and have demonstrated track record of getting the US used margins to some very healthy levels and maturing those markets. Specifically, Europe is an opportunity for margin expansion and time. Realistically, it could take several quarters up to a year to get those margins more in line, and it really relies on the maturity of the used market, so explaining to customers what a used market really means, but also more importantly leveraging our US best practices, so regional soft balancing, pricing model, and then the whole refurbishment capabilities are key, and the great news is we are well underway of deploying those.

The next question comes from the line of Bill Armstrong with C.L. King & Associates.

Armstrong – C.L. King & Associates: As a followup to that, the European use margins are below US, not necessarily because of more competition, but it sounds like more of an inventory management’s practice issue.

It’s just a maturing of that business, so initially you have to drive more used inventory into the stores and explain to the customers how to deal with the buy-sell-trade model, and then it’s really leveraging the US best practices with regional stock balancing. We have tremendous pricing algorithms in our used business as you know, and we have great refurbishment capabilities, and most of Europe didn’t have business practices to that same level.

Armstrong – C.L. King & Associates: So if US used margins are in the 48-50% range, what would European margins be at this stage?

They are just less, and we don’t normally disclose that. The good news is as I said in the quarter, we actually saw the US return to the high end of our historical ranges, and so as you can just see, it’s the over-influence of the European contribution that’s putting a little pressure right now, and we see that as an opportunity and temporary.

Armstrong – C.L. King & Associates: Your inventories, you explained that a little bit. Inventory per store looked like it was up 9% year over year, and some of that was Call of Duty. Would that account for the entire increase or if we stripped out Call of Duty inventory, what would the year over year change look like?

It really is attributed to the Call of Duty, the timing of bring in the inventory ahead of the launch.

Armstrong – C.L. King & Associates: Now that we are past that launch, is your year over year change in line with your general sales trend?

There is a seasonal aspect to the inventory. One of our key competitive advantage is making sure that we are there for the consumer during the holidays, so we do typically want to run a little heavier inventory during the time, but it is pretty normal.

Armstrong – C.L. King & Associates: Your effective tax rate look like it was only 32.5% for the quarter. Was there anything going on there and what sort of tax rate should we model for Q4?

Great call on the effective tax rate, it was 32.5%, and that was really driven by some 1048 reverse reversals. That was reserved and reversed as we moved through an IRS process, so that’s what’s driving it for the quarter, but more normally for the fourth quarter, I would look to our 36-37% we typically have been doing.

The next question comes from the line of David Magee – Suntrust Robinson Humphrey.

Magee – Suntrust Robinson Humphrey: How significant is the price discounting you think during this holiday season right now for new titles?

I don’t know David that we’re seeing anything significant over what we have seen before. Of course, like most consumers and retailers, we have seen everybody’s Thanksgiving FSIs, and there’s some price discounting in those FSIs, so we have it also. We have price discounts also, and so we’re at about the normal rate, and from what I have seen, which I think I have seen with just about everybody’s so far, it’s retty much all out on the internet, and I don’t think it’s any much different than we have seen.

Magee – Suntrust Robinson Humphrey: Is your advertising up year to year right now as a percent of sales?

Our advertising is up slightly year to year as a percent of sales, and we’re also going to have higher spending in the fourth quarter to support the initiatives that Paul talked about, the 2500 games under $20.

Magee – Suntrust Robinson Humphrey: Do you think that the share of the business that digital in total will comprise of the sector next year? Has your thinking changed on that in the last six months?

In the last six months, we have done a lot. I guess in the last 18 months, we really studied the digital market and adjacent markets very extensively, and we do believe in the initiatives that we are investing in as we believe they will grow. Will it be a significant portion of our business next year? No. Will it be a growing portion? Yes. But significant no, and I think it will take years for it to be anything significant.

The next question comes from the line of Tony Wible with Janney Montgomery Scott.

Wible – Janney Montgomery Scott: I was hoping you could comment on how much the foreign exchange plays into the used margins now that you have the Micromania deal when you’re building up that business, and can you breakout what the foreign exchange benefits were in the quarter with I guess the dollar’s drop?

I don’t have off the top of my head Tony the used margin influence. The total FX for the quarter was actually pretty minimal. It was less than a penny. It was $1.5 million or so in earnings.

Wible – Janney Montgomery Scott: The Wii commentary that you guys made about the Wii traction, was that both on hardware and software or was that just hardware? What do you guys see on the horizon that Nintendo could be doing to reverse that, is it a content, is it extra features, just a little bit more color on what might reverse some of the Wii momentum.

I think as we shared earlier, we always see and, for years, we have seen that Nintendo becomes incredibly stronger in the holiday season both from a hardware perspective and a software perspective, and clearly with the large installed base that Nintendo has, we expect it to be a very strong year for Nintendo software as well. In terms of commenting on future development on Nintendo, I cannot comment on that.

Wible – Janney Montgomery Scott: You comments on the Wii, was that both hardware and software where you said you’re seeing a little bit of weakness in demand?

We have seen a bit of weakness on the Wii software as well, and again what we expect to see is during the holiday season for that to increase significantly.

Wible – Janney Montgomery Scott: Could you just remind us last year in the fourth quarter, I guess the used margins kind of dipped sequentially, what was in the fourth quarter that drove the margins lower?

Last year in Q4, we had three Buy 2 Get 1 Free events compared to a normal year when we have two. This year, we have two planned. That doesn’t mean that we may not have a third one if we believe it’s in the best interest of our earnings and what the consumer is desiring.

The next question comes from the line of Arvind Bhatia with Sterne, Agee & Leach. Arvind Bhatia – Sterne, Agee & Leach: Just a little bit more color on the used sales for the fourth quarter, given the tougher comparison, I am wondering how we should think about and your comments that you just made about the promotions, I was just wondering sequentially therefore we should still for flattish margins in the youth category given the pressure that you talked about in Europe or just help us understand how you’re thinking about the margins as of right now, and then my second question is on hardware where your margins were strong. In fact, I think the strongest I have seen. I know you mentioned co-op, but was there anything else special outside of that?

I would think for the fourth quarter based on what I said earlier we’re going to see a continued pressure of maybe up to 100 basis points from our more historical ranges, and then because of the promotional activity that we normally do in the fourth quarter, it tends to dip a little bit below that, but I would say it’s going to be in that range, Arvind, about that 100 basis points pressure off of our normal ranges.

The second question was hardware margins are higher than he had seen. I think that’s a reflection of the co-op advertising income that was a little higher than usual that went into the hardware margin.

Correct.

The next question comes from the line of Edward Williams with BMO Capital Markets.

Williams – BMO Capital Markets: Can you just comment going back to the question on international versus the US? How did the revenues split between the US and Canadian and European or however you want to break it down geographically? And then if you can help us kind of think about it in terms of how the geographic sales mix compares to software versus hardware, the used mix that you put out, just puts and takes around that area, and then going back over to the Wii for a moment, I know it’s been just a couple of days, but can you give us some color as to what sort of an impact Mario has had if any on a material lift in Wii hardware sales?

I’ll take the first two and I’m not going to give a great answer. I’m going to tell you really wait till we file the 10-Q to get the segment data, and that will be coming out shortly.

Williams – BMO Capital Markets: How about just thinking about in terms of color? Is it materially different in international versus US on a revenue split?

No.

Well, I think it’s material in that France would be in our sale mix for the first time in Q3. Last year in Q3 it was not there and this year it is, but outside of that, I don’t think there would be anything different than we would normally see.

As to Wii hardware sales, we do see a pickup when we launch great titles like Super Mario, we have seen it pick up which we did expect in Wii hardware with sales of Super Mario game.

Williams – BMO Capital Markets: What’s your fear at this stage of the 2010 release schedule and potentially it being too crowded at least in the first few months?

I feel very comfortable with the pacing of the 2010 title schedule right now. I don’t see a lot of crowding. There are some great titles like Bioshock 2 and Battle Field Bad Company, we’ve got Final Fantasy 13, and a lot of great titles out there, but they’re actually placed quite well, so we’re very excited about the first two quarters of next year, and again 2010 will be the largest year ever for software titles, so we’re every excited about that.

I will also add that many of those titles are targeting different segments of the gaming community. So they are not all overlapping.

We’ll take our last question from Anthony Chukumba – FTN Equity Capital Markets. Anthony Chukumba – FTN Equity Capital Markets: One thing I was interested in was the fact that you sold the 2.5 million units of Modern Warfare 2 in the first 72 hours. Are you seeing any sequential increases in terms of your market share of these 10-pole titles—these highly anticipated titles—or are you seeing any differences there?

We’re actually seeing a steady increase in the launch share of 10-pole titles. I think as Paul mentioned earlier a lot of that is due to the increase percentage of those games that are funded by trade credits. That’s where our buy-sell-trade ecosystem works very well, especially in this value environment. Also on practically every new release, we now have exclusive content, and we’re also marketing heavier around those 10-pole titles, so three things are helping us to drive sequential market share gains on the launches.

In a crowded space Anthony, the ability to premarket and differentiate becomes more important every time with every release. Anthony Chukumba – FTN Equity Capital Markets: That’s helpful. Thank you.

As you can see, we are very optimistic about the industry and GameStop’s positioning. We’re focused on continuing to open new stores as they’re great investments with very flexible lease terms. We’re investing in e-commerce worldwide as we see these portals as very important to the future, and we’re investing in a game strategy that we can promote in our stores and help grow. Thank you for attending today, and have a great Thanksgiving!

This concludes today’s conference call. Thank you for your participation.