Blockbuster Reports Third Quarter 2007 Results, New Strategic Initiatives and Decisive Actions Taken to Improve Near-Term Profitability

Quarterly and Strategic Highlights: - Worldwide Same-Store Sales Increased 3.5% Year-Over-Year - Movielink Acquisition Provides Access To One Of The Largest Digital Movie Libraries - Changes To BLOCKBUSTER Total Access(TM) Improve Program Economics - Cost Reductions Expected To Generate $45 Million In Annual Savings Starting In The Fourth Quarter

Blockbuster Reports Third Quarter 2007 Results, New Strategic Initiatives and Decisive Actions Taken to Improve Near-Term Profitability

DALLAS, Nov. 1 /PRNewswire-FirstCall/ -- Blockbuster Inc. (NYSE: BBI) (NYSE: BBI.B) today reported financial results for the third quarter ended September 30, 2007.

Total revenues decreased 5.7% to $1.24 billion for the third quarter of 2007 from $1.31 billion for the third quarter of 2006. For the third quarter of 2007, net loss was $35.0 million, or $0.20 per common share, as compared with a net loss of $24.7 million, or $0.15 per common share, for the third quarter of 2006. Net loss for the third quarter of 2007 included $9.6 million, or $0.05 per common share, in severance and lease termination costs.

"We believe the actions we have taken over the last quarter have better positioned Blockbuster for the future," said Jim Keyes, Blockbuster Chairman and CEO. "Going forward, we are focused on protecting our core rental business, developing new retail opportunities, and becoming the preferred provider of digital entertainment. To this end, we have launched a series of initiatives centered around product availability and increased emphasis on our retail business. I am pleased with the progress we have made both strategically and financially and believe we are on our way to transforming Blockbuster into a company that is able to generate total revenue growth, effectively redeploy resources and balance investment in a manner that delivers favorable returns."

As part of its previously announced efforts to improve profitability, management has completed a preliminary review of the Company's cost structure and has implemented a plan to reduce annualized overhead costs by approximately $45 million through the elimination of staffing and operational redundancies in the Company's in-store and online corporate support structure and through improvements in other operating efficiencies. Management continues to evaluate a number of other methods to reduce costs, including outsourcing various corporate functions.

Additionally, consistent with its efforts to strike an appropriate balance between the growth of its online subscription service and enhanced profitability, during the quarter the Company implemented pricing modifications to the BLOCKBUSTER Total Access offering, reduced advertising spend and minimized promotion of the program in its stores. These actions significantly reduced the number of unprofitable BLOCKBUSTER Total Access subscribers, improved profitability across the remaining subscriber base and contributed to a sequential improvement in the Company's operating results from the second quarter of 2007.

Further, in light of the Company's emphasis on growing its overall customer base -- through its stores, through the mail and eventually through the digital delivery of content -- going forward, the Company will no longer be narrowly focused on its online subscriber count but instead will concentrate on the growth of, and report on, its total membership.

"During each month this quarter, over 20 million customers around the world used the BLOCKBUSTER(R) brand to satisfy their needs for media entertainment, and that customer base presents us with a tremendous opportunity," said Keyes. "Our goal is to continue to increase our membership base by providing even more ways for customers to get the entertainment they want through our stores, through the mail and through new technologies."

Third Quarter Financial Results

Total revenues for the third quarter of 2007 decreased primarily due to the closure and sale of 526 company-operated stores worldwide. This decrease was partially offset by a $79.2 million year-over-year increase in revenues from Blockbuster's online rental service resulting from growth in the subscriber base, which totaled approximately 3.1 million total subscribers at the end of the quarter.

Worldwide same-store rental revenues for the third quarter increased 1.1% from the same period last year, reflecting a 2.3% increase in domestic same-store rental revenues and a 2.8% decline in international same-store rental revenues. Worldwide same-store retail revenues for the third quarter of 2007 increased 14.2% from the same period last year largely due to a 79.5% increase in international same-store game retail revenues.

Operating loss for the third quarter of 2007 totaled $5.6 million, compared to operating income of $3.3 million for the same period last year. Gross profit decreased $75.7 million, which was primarily driven by the decline in total revenues discussed above and an approximately $29 million impact to rental gross profit associated with the cost of free in-store exchanges under the BLOCKBUSTER Total Access program. Gross margin declined 270 basis points to 53.9% for the third quarter of 2007. The decrease in gross profit was partially offset by a $51.9 million decrease in general and administrative (G&A) expenses for the third quarter of 2007 largely due to a $25.8 million decline in compensation expense and a $19.4 million decrease in occupancy costs primarily resulting from (i) the lower worldwide company- operated store-base and (ii) the sale of 217 GAMESTATION(R) stores in the U.K. Advertising expense for the third quarter 2007 totaled $27.5 million as compared to $33.0 million for the third quarter of 2006.

Cash flow used for operating activities of $17.1 million for the third quarter of 2007 reflected a $168.9 million decrease from cash provided by operating activities of $151.8 million in the third quarter of 2006. Free cash flow (net cash flow used for operating activities less capital expenditures) decreased $174.5 million to a negative $38.6 million for the third quarter of 2007 from a positive $135.9 million for the third quarter of 2006. Both changes were primarily the result of changes in working capital and rental library.

Additional financial and operational information for the third quarter of 2007 can be found in the tables accompanying this release.

Earnings call

The Blockbuster earnings call will be webcast today at 9 a.m. Central time. Following the conclusion of the webcast, a replay of the call will be available via the Company's website. Additionally, further detail on the Company's results can be found in the Company's Form 10-K for the year ended December 31, 2006, the Company's Forms 10-Q for the quarters ended April 1 and July 1, 2007, and the Company's upcoming Form 10-Q for the quarter ended September 30, 2007. The filings and the webcast can be accessed at http://investor.blockbuster.com.

About Blockbuster

Blockbuster Inc. (NYSE: BBI) (NYSE: BBI.B) is a leading global provider of in- home movie and game entertainment, with over 7,800 stores throughout the Americas, Europe, Asia and Australia. The Company may be accessed worldwide at www.blockbuster.com.

Forward-Looking Statements

This release and our related earnings conference call include forward-looking statements related to our operations and business outlook and financial and operational strategies and goals. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are based on management's current intent, belief, expectations, estimates and projections regarding our company and our industry. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict. Therefore, actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Factors that may cause actual results to vary materially include, among others: (1) consumer appeal of our existing and planned product and service offerings, and the related impact of competitor pricing and product and service offerings; (2) overall industry performance and the accuracy of our estimates and judgments regarding trends impacting the home video industry; (3) our ability to obtain favorable terms from suppliers, including on such matters as copy depth and uses of product; (4) the studios' dependence on revenues generated from retail home video and their related determinations with respect to pricing and the timing of distribution of their product; (5) the variability in consumer appeal of the movie titles and games software released for rental and sale; (6) our ability to comply with operating and financial restrictions and covenants in our debt agreements and any adverse publicity relating thereto; (7) our ability to respond to changing consumer preferences, including with respect to new technologies and alternative methods of content delivery, and to effectively adjust our offerings if and as necessary; (8) the extent and timing of our continued investment of incremental operating expenses and capital expenditures to continue to develop and implement our initiatives and our corresponding ability to effectively control overall operating expenses and capital expenditures; (9) our ability to effectively and timely prioritize and implement our initiatives and to timely implement and maintain the necessary information technology systems and infrastructure to support our initiatives; (10) our ability to capitalize on anticipated industry consolidation; (11) the application and impact of future accounting policies or interpretations of existing accounting policies; (12) the impact of developments affecting our outstanding and any future litigation and claims against us; (13) shifts in strategy in connection with recent changes in the composition of our key management; and (14) other factors, as described in our filings with the Securities and Exchange Commission, including the factors discussed under the heading "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2006 and under the heading "Disclosure Regarding Forward-Looking Information" in our quarterly report on Form 10-Q for the quarter ended July 1, 2007. This cautionary statement is provided pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release and in our related earnings conference call are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future.



                               BLOCKBUSTER INC.
                       COMPARATIVE FINANCIAL HIGHLIGHTS
                   (In millions, except per share amounts)

                                   Thirteen   Three      Thirty-     Nine
                                     Weeks    Months   Nine Weeks    Months
                                     Ended     Ended      Ended      Ended
                                   Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
                                      2007      2006       2007       2006
    Revenues:
      Base rental revenues           $793.5    $808.0   $2,436.5   $2,509.3
      Previously rented product
       ("PRP") revenues               150.6     167.3      484.9      469.3
      Extended viewing fee ("EVF")
       revenues                        18.6      18.2       57.0       55.4
        Total rental revenues         962.7     993.5    2,978.4    3,034.0
      Merchandise sales               267.6     304.0      945.0      930.5
      Other revenues                    7.9      15.9       51.0       45.7
                                    1,238.2   1,313.4    3,974.4    4,010.2

    Cost of sales:
      Cost of rental revenues         365.4     347.7    1,194.0    1,053.9
      Cost of merchandise sold        205.0     222.2      715.1      692.8
                                      570.4     569.9    1,909.1    1,746.7

    Gross profit                      667.8     743.5    2,065.3    2,263.5

    Operating expenses:
      General and administrative      603.2     655.1    1,882.0    1,966.6
      Advertising                      27.5      33.0      158.9      106.7
      Depreciation and amortization
       of intangibles                  42.9      52.1      140.0      156.9
      Gain on sale of Gamestation      (0.2)        -      (77.9)         -
                                      673.4     740.2    2,103.0    2,230.2

    Operating income (loss)            (5.6)      3.3      (37.7)      33.3

      Interest expense                (20.7)    (24.2)     (65.4)     (77.1)
      Interest income                   1.3       1.6        5.1        7.3
      Other items, net                 (1.1)      0.6        0.2        2.4

    Loss before income taxes          (26.1)    (18.7)     (97.8)     (34.1)
      Benefit (provision) for
       income taxes                    (8.7)     (4.3)     (20.2)      86.7
    Income (loss) from continuing
     operations                       (34.8)    (23.0)    (118.0)      52.6
      Income (loss) from discontinued
       operations, net of tax          (0.2)     (1.7)       1.3      (10.8)

    Net income (loss)                 (35.0)    (24.7)    (116.7)      41.8

      Preferred stock dividends        (2.8)     (2.8)      (8.4)      (8.4)

    Net income (loss) applicable to
     common stockholders             $(37.8)   $(27.5)   $(125.1)     $33.4

    Net income (loss) per common
     share:
    Basic and diluted
      Continuing operations          $(0.20)   $(0.14)    $(0.67)     $0.24
      Discontinued operations             -     (0.01)      0.01      (0.06)
      Net income (loss)              $(0.20)   $(0.15)    $(0.66)     $0.18

    Weighted average common shares
     outstanding:
    Basic and diluted                 190.6     187.2      190.0      186.9



                               BLOCKBUSTER INC.
                      SUPPLEMENTAL FINANCIAL INFORMATION
                            (Dollars in millions)

    Revenues by Product Line:
                                          Thirteen Weeks     Three Months
                                              Ended              Ended
                                          Sept. 30, 2007    Sept. 30, 2006
                                                  Percent            Percent
                                         Revenues of Total  Revenues of Total
    Rental revenues:
      Base movie rental revenues-
       in-store                           $585.9    61.0%    $672.8    67.8%
      Base movie rental revenues-
       online                              143.9    14.9%      64.7     6.5%
      Movie PRP revenues                   136.2    14.1%     150.2    15.1%
      Movie EVF revenues                    16.8     1.7%      16.9     1.7%
          Total movie rental revenues      882.8    91.7%     904.6    91.1%

      Base game rental revenues             63.7     6.6%      70.5     7.1%
      Game PRP revenues                     14.4     1.5%      17.1     1.7%
      Game EVF revenues                      1.8     0.2%       1.3     0.1%
          Total game rental revenues        79.9     8.3%      88.9     8.9%
          Total rental revenues           $962.7   100.0%    $993.5   100.0%


    Merchandise sales:
      Movie sales                          $91.6    34.3%     $89.6    29.5%
      Game sales                            91.6    34.2%     133.5    43.9%
      General merchandise sales             84.4    31.5%      80.9    26.6%
          Total merchandise sales         $267.6   100.0%    $304.0   100.0%


    Revenues by Product Line:
                                        Thirty-Nine Weeks     Nine Months
                                             Ended               Ended
                                         Sept. 30, 2007     Sept. 30, 2006
                                                  Percent            Percent
                                        Revenues  of Total Revenues  of Total
    Rental revenues:
      Base movie rental revenues-
       in-store                         $1,853.2    62.2%  $2,113.3    69.7%
      Base movie rental revenues-
       online                              385.5    12.9%     174.2     5.7%
      Movie PRP revenues                   436.8    14.7%     415.6    13.7%
      Movie EVF revenues                    52.6     1.8%      51.3     1.7%
          Total movie rental revenues    2,728.1    91.6%   2,754.4    90.8%

      Base game rental revenues            197.8     6.7%     221.8     7.3%
      Game PRP revenues                     48.1     1.6%      53.7     1.8%
      Game EVF revenues                      4.4     0.1%       4.1     0.1%
          Total game rental revenues       250.3     8.4%     279.6     9.2%
          Total rental revenues         $2,978.4   100.0%  $3,034.0   100.0%

    Merchandise sales:
      Movie sales                         $282.3    29.8%    $298.8    32.2%
      Game sales                           407.9    43.2%     395.9    42.5%
      General merchandise sales            254.8    27.0%     235.8    25.3%
          Total merchandise sales         $945.0   100.0%    $930.5   100.0%


    Other Information:
                                      Thirteen   Three   Thirty-Nine   Nine
                                       Weeks     Months     Weeks     Months
                                       Ended     Ended      Ended     Ended
                                      Sept. 30, Sept. 30, Sept. 30, Sept. 30,
                                        2007       2006      2007      2006
    Same-Store Revenues Data:
    Worldwide same-store revenues
     increase (decrease)
      Rental revenues                   1.1%      (1.4)%      0.4%    (0.7)%
      Merchandise sales                14.2%      (1.9)%      8.8%    (9.9)%
      Total revenues                    3.5%      (1.7)%      1.9%    (3.2)%

    Domestic same-store revenues
     increase (decrease)
      Rental revenues                   2.3%       0.5%       1.7%     1.4%
      Merchandise sales                (3.9)%    (20.6)%    (10.1)%  (27.5)%
      Total revenues                    1.4%      (2.7)%      0.1%    (3.7)%

    International same-store
     revenues increase (decrease)
      Rental revenues                  (2.8)%     (7.5)%     (3.9)%   (7.1)%
      Merchandise sales                28.2%      10.8%      25.0%     4.4%
      Total revenues                    8.4%       0.5%       6.4%    (2.1)%

    Margin:
    Rental margin                      62.0%      65.0%      59.9%    65.3%
    Merchandise margin                 23.4%      26.9%      24.3%    25.5%
    Gross margin                       53.9%      56.6%      52.0%    56.4%

    Cash Flow Data:
    Net cash flow provided by
     (used for) operating
     activities                      $(17.1)    $151.8    $(201.4)  $169.5
    Net cash flow provided by
     (used for) investing
     activities                      $(20.8)    $(14.0)     $86.0   $(28.3)
    Net cash flow provided by
     (used for) financing
     activities                       $16.5     $(11.9)   $(156.0) $(171.2)

    Capital Expenditures              $21.5      $15.9      $52.0    $39.7


    Balance Sheet Information:
                                          Sept. 30, December 31, Sept. 30,
                                            2007       2006       2006

    Cash and cash equivalents              $129.3     $394.9     $254.8
    Merchandise inventories                $348.8     $343.9     $295.3
    Rental library                         $434.3     $457.1     $416.0
    Accounts payable                       $417.1     $517.7     $308.8
    Total debt (including capital
     lease obligations)                    $840.6     $984.2     $994.8



                               BLOCKBUSTER INC.
                SUPPLEMENTAL FINANCIAL INFORMATION, continued

    Worldwide Store Count Information:
                                             Thirty-Nine Weeks    Nine Months
                                                   Ended            Ended
                                              Sept. 30, 2007    Sept. 30, 2006

    Domestic Company-Owned Stores:
      Beginning                                    4,255             4,617
      Additions/Purchases                             35                57
      Closures/Sales                                (260)             (301)
      Ending                                       4,030             4,373

    International Company-Owned Stores:
      Beginning                                    2,296             2,541
      Additions/Purchases                             87                15
      Closures/Sales                                (311)             (166)
      Ending                                       2,072             2,390

    Franchised Stores:
      Beginning                                    1,809             1,884
      Additions/Purchases                             43                33
      Closures/Sales                                (103)             (151)
      Ending                                       1,749             1,766

    Total Stores Worldwide:
      Beginning                                    8,360             9,042
      Additions/Purchases                            165               105
      Closures/Sales                                (674)             (618)
      Ending                                       7,851             8,529



                               BLOCKBUSTER INC.
             DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
                            (Dollars in millions)

    Free cash flow reflects the Company's net cash flow provided by (used for)
    operating activities less capital expenditures.  The Company uses free
    cash flow, among other things, to evaluate its operating performance and
    as a measure of liquidity.  Management believes free cash flow provides
    investors with an important perspective on the cash available for debt
    service, acquisitions and stockholders after making the capital
    investments required to support ongoing business operations and long-term
    value creation.  The Company believes the presentation of free cash flow
    is relevant and useful for investors because it allows investors to view
    performance in a manner similar to the method used by management and helps
    improve their ability to understand the Company's operating performance.
    In addition, free cash flow is also a measure used by the Company's
    investors and analysts for purposes of valuation and comparing the
    operating performance of the Company to other companies in its industry.

    Free cash flow is a non-GAAP financial measure within the meaning of
    Regulation G of the Securities and Exchange Commission and not a measure
    of performance calculated in accordance with generally accepted accounting
    principles ("GAAP").  As a result, free cash flow should not be considered
    in isolation of, or as a substitute for, net income (loss) as an indicator
    of operating performance or net cash flow provided by (used for) operating
    activities as a measure of liquidity.  Free cash flow, as the Company
    calculates it, may not be comparable to similarly titled measures employed
    by other companies.  In addition, free cash flow does not necessarily
    represent funds available for discretionary use and is not necessarily a
    measure of the Company's ability to fund its cash needs.  As the Company
    uses free cash flow as a measure of performance and as a measure of
    liquidity, the tables below reconcile free cash flow to both net income
    (loss) and net cash flow provided by (used for) operating activities, the
    most directly comparable amounts reported under GAAP.

The following table provides a reconciliation of net cash flow provided by (used for) operating activities to free cash flow:


                                      Thirteen   Three  Thirty-Nine   Nine
                                        Weeks   Months     Weeks     Months
                                        Ended    Ended     Ended     Ended
                                      Sept. 30, Sept. 30, Sept. 30, Sept. 30,
                                         2007      2006      2007      2006
    Net cash flow provided by
     (used for) operating activities   $(17.1)    $151.8  $(201.4)    $169.5

    Adjustments to reconcile net cash
     flow provided by (used for)
     operating activities to free cash
     flow:
      Capital expenditures              (21.5)     (15.9)   (52.0)     (39.7)

    Free cash flow                     $(38.6)    $135.9  $(253.4)    $129.8



    The following table provides a
     reconciliation of net income (loss)
     to free cash flow:
                                      Thirteen    Three   Thirty-Nine  Nine
                                        Weeks     Months    Weeks     Months
                                        Ended     Ended     Ended     Ended
                                      Sept. 30, Sept. 30, Sept. 30, Sept. 30,
                                         2007     2006      2007      2006

    Net income (loss)                  $(35.0)    $(24.7) $(116.7)     $41.8

    Adjustments to reconcile net
     income (loss) to free cash flow:
      Depreciation and amortization of
       intangibles                       42.9       52.4    140.0      158.8
      Non-cash share-based compensation
       expense                            1.2        4.7      9.9       18.4
      Capital expenditures              (21.5)     (15.9)   (52.0)     (39.7)
      Rental library purchases, net of
       rental amortization              (10.3)      24.7     39.5       74.3
      Changes in working capital        (16.8)      89.7   (194.5)    (124.1)
      Changes in deferred taxes and
       other                              1.1        5.0     (1.7)       0.3
      Gain on sale of Gamestation        (0.2)         -    (77.9)         -

    Free cash flow                     $(38.6)    $135.9  $(253.4)    $129.8



                           BLOCKBUSTER INC.
         DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
                        (Dollars in millions)

    For the thirteen and thirty-nine weeks ended September 30, 2007, the
    Company reports adjusted net loss, adjusted net loss per common share,
    adjusted operating income (loss), and adjusted earnings before interest
    taxes depreciation and amortization ("adjusted EBITDA") excluding the gain
    on sale of Gamestation, costs incurred for store closures and severance
    costs. Additionally, for the thirty-nine weeks ended September 30, 2007,
    the Company reports adjusted net loss, adjusted net loss per common share,
    adjusted operating loss and adjusted EBITDA excluding proceeds from the
    termination of our Brazilian franchise agreement. For the three and nine
    months ended September 30, 2006, the Company reports adjusted net loss,
    adjusted net loss per common share, adjusted operating income and adjusted
    EBITDA excluding charges related to costs incurred for store closures,
    severance costs and the expected performance under a 2001 guarantee of
    franchisee debt. For the nine months ended September 30, 2006, the Company
    reports adjusted net loss and adjusted net loss per common share excluding
    the recognition of a tax benefit from the resolution of multi-year income
    tax audits. For the thirteen weeks ended July 1, 2007, the Company reports
    adjusted net loss, adjusted net loss per common share, adjusted operating
    loss and adjusted EBITDA excluding the gain on sale of Gamestation, costs
    incurred for store closures and severance costs.

    Adjusted net income (loss), adjusted net income (loss) per common share,
    adjusted operating income (loss) and adjusted EBITDA are non-GAAP
    financial measures within the meaning of Regulation G of the Securities
    and Exchange Commission and not measures of operating performance
    calculated in accordance with GAAP.  As a result, adjusted net income
    (loss), adjusted net income (loss) per common share, adjusted operating
    income (loss) and adjusted EBITDA should not be considered in isolation
    of, or as a substitute for, income (loss) from continuing operations, net
    income (loss) per common share and operating income (loss) as indicators
    of operating performance.  Adjusted net income (loss), adjusted net income
    (loss) per common share, adjusted operating income (loss), and adjusted
    EBITDA, as the Company calculates them, may not be comparable to similarly
    titled measures employed by other companies.  Management believes that,
    because the items discussed above are non-recurring in nature, adjusting
    the Company's financial results to exclude these amounts provides
    investors with a clearer perspective of the current underlying operating
    performance of the Company and a clearer comparison to current period
    results. In addition, Management believes that adjusting the Company's
    financial results to exclude depreciation and amortization of intangibles
    also provides investors with a clearer perspective of the current
    underlying operating performance of the Company and a clearer comparison
    to current period results. Management uses income (loss) from continuing
    operations and operating income (loss) excluding these non-recurring items
    and depreciation and amortization of intangibles as an internal
    measure of business operating performance.

                               Thirteen    Three  Thirty-Nine  Nine   Thirteen
                                Weeks      Months   Weeks      Months   Weeks
                                Ended      Ended    Ended      Ended    Ended
                               Sept. 30, Sept. 30, Sept. 30, Sept. 30, July 1,
                                 2007      2006       2007     2006      2007

    Reconciliation of adjusted
     net loss:
    Income (loss) from
     continuing operations       $(34.8)  $(23.0)  $(118.0)    $52.6   $(34.2)
    Adjustments to reconcile
     income (loss) from
     continuing operations to
     adjusted net loss:
       Gain on sale of Gamestation (0.2)       -     (77.9)        -    (77.7)
       Termination of Brazilian
        franchise agreement,
        net of tax                    -        -     (17.0)        -        -
       Lease termination costs
        incurred for store
        closures                    1.7      3.8      11.4      12.7      6.1
       Severance costs              7.9      5.0      17.5      14.5      7.8
       Expected performance under a
        2001 guarantee of franchisee
         debt                         -      4.0         -       4.0        -
       Resolution of income tax
        audits                        -        -         -     (97.9)       -
    Adjusted net loss             (25.4)   (10.2)   (184.0)    (14.1)   (98.0)

       Preferred stock dividends   (2.8)    (2.8)     (8.4)     (8.4)    (2.8)

    Adjusted net loss applicable
     to common stockholders      $(28.2)  $(13.0)  $(192.4)   $(22.5) $(100.8)

    Adjusted net loss per common
     share                       $(0.15)  $(0.07)   $(1.01)   $(0.12)  $(0.53)

    Adjusted weighted average
     common shares outstanding    190.6    187.2     190.0     186.9    190.0


    Reconciliation of adjusted
     operating income (loss)
    Operating income (loss)       $(5.6)    $3.3    $(37.7)    $33.3   $(13.7)
    Adjustments to reconcile
     operating income (loss) to
     adjusted operating income
     (loss):
       Gain on sale of
        Gamestation                (0.2)       -     (77.9)        -    (77.7)
       Termination of Brazilian
        franchise agreement           -        -     (20.0)        -        -
       Expected performance under a
        2001 guarantee of franchisee
         debt                         -      4.0         -       4.0        -
       Lease termination costs
        incurred for store
        closures                    1.7      3.8      11.4      12.7      6.1
       Severance costs              7.9      5.0      17.5      14.5      7.8
    Adjusted operating income
     (loss)                        $3.8    $16.1   $(106.7)    $64.5   $(77.5)

    Reconciliation of adjusted
     EBITDA
    Operating income (loss)       $(5.6)    $3.3    $(37.7)    $33.3   $(13.7)
    Adjustments to reconcile
     operating income (loss) to
     EBITDA:
    Depreciation and amortization
     of intangibles                42.9     52.1     140.0     156.9     47.8
    EBITDA                         37.3     55.4     102.3     190.2     34.1
    Adjustments to reconcile
     EBITDA to adjusted EBITDA:
       Gain on sale of
        Gamestation                (0.2)       -    (77.9)         -    (77.7)
       Termination of Brazilian
        franchise agreement           -        -    (20.0)         -        -
       Expected performance under a
        2001 guarantee of franchisee
        debt                          -      4.0        -        4.0        -
       Lease termination costs
        incurred for store
        closures                    1.7      3.8     11.4       12.7      6.1
       Severance costs              7.9      5.0     17.5       14.5      7.8
    Adjusted EBITDA               $46.7    $68.2    $33.3     $221.4   $(29.7)

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