<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-527175
<TYPE>424B1
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010809
<FILER>
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<CONFORMED-NAME>ELECTRONICS BOUTIQUE HOLDINGS CORP
<CIK>0001057746
<ASSIGNED-SIC>5734
<IRS-NUMBER>510379406
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
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<FORM-TYPE>424B1
<ACT>33
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<FILM-NUMBER>1701525
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<BUSINESS-ADDRESS>
<STREET1>103 FOULK ROAD
<STREET2>STE 202
<CITY>WILMINGTON
<STATE>DE
<ZIP>19803
<PHONE>3027784778
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>931 MATLACK ST
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19382
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>424B1
<SEQUENCE>1
<FILENAME>a2056302z424b1.txt
<DESCRIPTION>FORM 424B1
<TEXT>
<Page>
                                4,000,000 Shares

                                     [LOGO]

                      ELECTRONICS BOUTIQUE HOLDINGS CORP.

                                  Common Stock

                                  -----------

    We are selling 2,500,000 shares of common stock and the selling stockholder
is selling 1,500,000 shares of common stock. We will not receive any of the
proceeds from the sale of the shares by the selling stockholder.

    Our common stock is listed on The Nasdaq National Market under the symbol
"ELBO". The last reported sale price on August 8, 2001 was $29.56 per share.

    The underwriters have an option to purchase a maximum of 600,000 additional
shares from the selling stockholder to cover over-allotments of shares.

    Investing in our common stock involves risks. See "Risk Factors" on page 6.

<Table>
<Caption>
                                                            Underwriting         Proceeds to          Proceeds to
                                                           Discounts and         Electronics            Selling
                                     Price to Public        Commissions            Boutique           Stockholder
                                    ------------------   ------------------   ------------------   ------------------
<S>                                 <C>                  <C>                  <C>                  <C>
Per Share.........................        $29.00               $1.45                $27.55               $27.55
Total.............................     $116,000,000          $5,800,000          $68,875,000          $41,325,000
</Table>

    Delivery of the shares of common stock will be made on or about August 14,
2001.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                          Joint Book-Running Managers

  Credit Suisse First Boston                                 Merrill Lynch & Co.

Banc of America Securities LLC                                    SWS Securities

                 The date of this prospectus is August 8, 2001.
<Page>
                              [Inside Front Cover]

    Our "EB" logo forms the background of the inside front cover. Along the left
margin of the page, vertically are the words "Electronics
Boutique-Registered Trademark-." In the top center of the page are two color
photographs. The top right photograph depicts the storefront of an Electronics
Boutique store. The other photograph, below and to the left, depicts the
storefront of an EB Gameworld store. The bottom right of the page is a color map
of the continental United States and Puerto Rico marked to indicate the number
of our stores located in each state and Puerto Rico. To the bottom and left is a
table of our store locations worldwide listing the "U.S.," "Australia,"
"Canada," "South Korea," "New Zealand," "Denmark," and "Norway," to the left
with the numbers "635," "58," "77," "1," "10," "7," and "1," opposite each
respectively, to the right.
<Page>
                                 --------------

                               TABLE OF CONTENTS

<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>
PROSPECTUS SUMMARY....................         1
RISK FACTORS..........................         6
USE OF PROCEEDS.......................        14
COMMON STOCK PRICE RANGES AND
  DIVIDENDS...........................        14
CAPITALIZATION........................        15
SELECTED CONSOLIDATED FINANCIAL AND
  OPERATING DATA......................        16
MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.......................        18
BUSINESS..............................        24
MANAGEMENT............................        37
PRINCIPAL AND SELLING STOCKHOLDERS....        40
CERTAIN RELATIONSHIPS AND RELATED
  PARTY TRANSACTIONS..................        42
</Table>

<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>
DESCRIPTION OF CAPITAL STOCK..........        43
MATERIAL U.S. FEDERAL INCOME AND
  ESTATE TAX CONSIDERATIONS FOR
  NON-U.S. HOLDERS....................        46
UNDERWRITING..........................        50
NOTICE TO CANADIAN RESIDENTS..........        52
LEGAL MATTERS.........................        53
EXPERTS...............................        53
WHERE YOU CAN FIND MORE INFORMATION...        53
INCORPORATION OF DOCUMENTS BY
  REFERENCE...........................        53
INDEX TO CONSOLIDATED FINANCIAL
  STATEMENTS..........................       F-1
</Table>

                                 --------------

    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                                 --------------

    Electronics Boutique-Registered Trademark-, BC Sports
Collectibles-Registered Trademark- and ebworld.com-Registered Trademark- are
registered trademarks of our company in the United States and in certain foreign
jurisdictions. We have trademark applications pending for EBKids, EB GameWorld,
EBGAMES.COM and Brandywine Sports Collectibles in the United States.

    Nintendo-Registered Trademark-, N64-Registered Trademark-,
Pokemon-Registered Trademark-, Nintendo GameCube-Registered Trademark- and Game
Boy Color-Registered Trademark- are registered trademarks of Nintendo of
America, Inc. Game Boy-Registered Trademark- and Game Boy
Advance-Registered Trademark- are registered servicemarks of Nintendo Co., Ltd.
GameCube-Registered Trademark- is a registered trademark of Nintendo Co., Ltd.
Sega-Registered Trademark- and Sega Dreamcast-Registered Trademark- are
registered trademarks of Sega Enterprises, Inc. Sony-Registered Trademark- and
PlayStation-Registered Trademark- are registered trademarks of Sony Computer
Entertainment, Inc. AOL-Registered Trademark- is a registered trademark of
America Online, Inc. CNET-Registered Trademark- is a registered trademark of
CNET, Inc. Waldensoftware-Registered Trademark- is a registered trademark of
Walden Book Company, Inc. Star Wars-Registered Trademark- is a registered
trademark of Lucasfilm, Ltd. Electronic Arts-Registered Trademark- is a
registered trademark of Electronic Arts, Inc. Microsoft-Registered Trademark-
and Xbox-Registered Trademark- are registered trademarks of Microsoft
Corporation.

    Our fiscal year ends on the Saturday nearest January 31. Accordingly, the
financial statements for the fiscal year ended February 3, 2001 include 53 weeks
of operations and the financial statements for each of the fiscal years ended
January 29, 2000 and January 30, 1999 include 52 weeks of operations.

                                       i
<Page>
                           FORWARD-LOOKING STATEMENTS

    Some of the information in this prospectus, including the information
incorporated by reference, contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The forward-looking statements involve a number of
risks and uncertainties. A number of factors could cause our actual results,
performance, achievements or industry results to be materially different from
any future results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to:

    - trends affecting our financial condition or results of operations;

    - changes in our acquisition and capital expenditure plans;

    - the competitive environment in the video game systems and software product
      industries;

    - changes in the costs of our products;

    - economic conditions affecting the video game and PC markets;

    - changes in demographics relating to our core markets;

    - the availability of and terms of financing to fund the anticipated growth
      of our business;

    - our ability to attract and retain qualified personnel;

    - changes in our operating strategy or development plans; and

    - other factors described in this prospectus, including those set forth
      under the caption "Risk Factors".

    In addition, these forward-looking statements necessarily depend upon
assumptions, estimates and dates that may be incorrect or imprecise and involve
known and unknown risks, uncertainties and other factors. Accordingly,
forward-looking statements included in this prospectus do not purport to be
predictions of future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terms such as "anticipates", "believes", "continues", "could",
"estimates", "expects", "intends", "may", "plans", "potential", "predicts",
"will", "should", "seeks", "pro forma", "anticipates", "intends" or the negative
of any of these terms, or comparable terminology, or by discussions of strategy
or intentions. Given these uncertainties, we caution investors not to place
undue reliance on these forward-looking statements. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks described under "Risk Factors", that may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. You should not place undue reliance on these
forward-looking statements.

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

                                       ii
<Page>
                               PROSPECTUS SUMMARY

    YOU SHOULD READ THE FOLLOWING SUMMARY, TOGETHER WITH THE MORE DETAILED
INFORMATION REGARDING OUR COMPANY AND OUR COMMON STOCK BEING SOLD IN THIS
OFFERING AND OUR FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS INCLUDED
ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE SPECIFICALLY STATED, INFORMATION
IN THIS PROSPECTUS ASSUMES THE UNDERWRITERS DO NOT EXERCISE THEIR OVER-ALLOTMENT
OPTION TO PURCHASE ADDITIONAL SHARES IN THIS OFFERING.

                      ELECTRONICS BOUTIQUE HOLDINGS CORP.

    We believe we are among the world's largest specialty retailers of
electronic games. As of July 7, 2001, we operated 789 stores, primarily under
the names Electronics Boutique and EB GameWorld, in the United States, Canada,
Australia, New Zealand, Denmark, South Korea and Norway. We also operate a
commercial web site under the URL address WWW.EBGAMES.COM. We sell video game
hardware and software, PC entertainment software and related accessories and
products. Our compound annual growth rates for sales and pre-tax net income from
fiscal 1997 to fiscal 2001 were 22.8% and 30.7%, respectively.

    The electronic game industry is an approximately $7 billion market in the
United States that has grown at a compound annual growth rate of 18.5% over the
last five years. According to International Development Group, a leading market
research firm in our industry, this industry is projected to grow at an annual
rate of approximately 25% for the next two years primarily as a result of the
large number of expected introductions and roll-outs of new video game hardware
systems. The introductions of Sony's PlayStation 2 in late 2000 and Nintendo's
Game Boy Advance in June 2001, as well as the anticipated introductions of
Nintendo's GameCube and Microsoft's Xbox in the fourth quarter of 2001,
represent the most significant video game hardware introductions since 1996.
These introductions are anticipated to increase substantially the installed base
of video game hardware units and drive growth in the software segment. We
believe our position as the destination of choice for the electronic game
enthusiast will enable us to benefit from this rapid industry growth.

    We serve the electronic game enthusiast who demands immediate access to new
release titles and who generally purchases more video game titles and PC
entertainment software than the average electronic game consumer. As a result,
we believe our tie ratio of sales of software units to hardware units sold is
consistently above the industry average. We believe that we attract the
electronic game enthusiast due to our:

    - specialty store focus on the electronic game segment;

    - ability to stock sought-after new releases;

    - breadth of product selection; and

    - knowledgeable sales associates.

    We believe that our vendors recognize the importance of our electronic game
enthusiast customer base and, consequently, often grant us disproportionately
large allocations of new release titles and products. We have developed a highly
effective centralized inventory management system which enables us to execute
our "first to market" new release strategy and efficiently manage overall
inventory levels in order to maximize the sale of new products during peak
periods and avoid markdowns as titles mature.

    Over the last four fiscal years, we have doubled our store base and believe
that we can continue to significantly grow our store base over the next several
years, both domestically and internationally. We plan to open approximately 175
net new stores in fiscal 2002 and approximately 200 net new stores in fiscal
2003. In the United States, we plan to continue to open stores under our
Electronics Boutique format. In addition, we plan to accelerate the growth of
our EB GameWorld store format which will be

                                       1
<Page>
located primarily in urban areas, central business districts and strip and power
shopping centers. These stores, which carry a wider assortment of pre-owned
electronic games than our Electronics Boutique stores, target the more value
conscious electronic game enthusiast.

    Internationally, we plan to continue to open additional stores in Canada,
Australia and New Zealand. In addition, in fiscal 2002, we have begun to put in
place a store expansion program for continental Europe which includes both the
acquisition of regional chains and the opening of new stores. In May 2001, we
acquired eight stores in Denmark and Norway which will serve as a foundation for
our expansion in Scandinavia. The electronic game market in continental Europe
has consumer demand characteristics similar to the U.S. market, although it has
a highly fragmented retail distribution network. We believe that our store
model, merchandising expertise and strong vendor relationships should enable us
to gain significant market share in selected European markets over the next
several years.

                            ------------------------

                             OUR EXECUTIVE OFFICES

    We were incorporated under the laws of the State of Delaware in March 1998
as a holding company for our operating activities. Our predecessor was
incorporated in the Commonwealth of Pennsylvania in 1977. Our executive offices
are located at 931 South Matlack Street, West Chester, Pennsylvania 19382 and
our telephone number is (610) 430-8100. We also have a web site located at
WWW.EBGAMES.COM. The information which appears on our web site is not part of
this prospectus.

                                       2
<Page>
                                  THE OFFERING

<Table>
<S>                                               <C>
Common stock offered by us......................  2,500,000 shares

Common stock offered by the selling
  stockholder...................................  1,500,000 shares

Over-allotment option granted by the selling
  stockholder...................................  600,000 shares

Common stock outstanding after this offering....
                                                  25,093,091 shares

Use of proceeds.................................  We plan to use the net proceeds we receive from the
                                                  common stock offered by us to fund our new store
                                                  expansion program and for general corporate
                                                  purposes.

                                                  We will not receive any proceeds from the sale of
                                                  shares by the selling stockholder in this offering.

Nasdaq National Market symbol...................  "ELBO"
</Table>

    The total number of shares of common stock to be outstanding after this
offering does not reflect:

    - 2,597,243 shares that may be issued upon the exercise of additional
      outstanding stock options; or

    - 2,760,486 shares that we have reserved for future issuances pursuant to
      our stock option plans and employee stock purchase plan.

                                       3
<Page>
               SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

    The following table sets forth summary consolidated historical financial
data for the fiscal years ended January 30, 1999, January 29, 2000 and
February 3, 2001 and for the 13-week periods ended April 29, 2000 and May 5,
2001. You should read this information in conjunction with "Selected
Consolidated Financial and Other Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" as well as the consolidated
financial statements and their related notes included elsewhere in this
prospectus.

<Table>
<Caption>
                                                           FISCAL YEAR ENDED                 13 WEEKS ENDED
                                                ---------------------------------------   --------------------
                                                JANUARY 30,   JANUARY 29,   FEBRUARY 3,   APRIL 29,    MAY 5,
                                                   1999          2000          2001         2000        2001
                                                -----------   -----------   -----------   ---------   --------
                                                                                              (UNAUDITED)
                                                       (IN THOUSANDS, EXCEPT PER SHARE AND STORE DATA)
<S>                                             <C>           <C>           <C>           <C>         <C>
STATEMENT OF INCOME DATA:
Net sales.....................................   $571,042      $725,522       $766,335    $150,554    $178,897
Management fees...............................      3,405         4,873          4,425         925         963
                                                 --------      --------       --------    --------    --------
Total revenues................................    574,447       730,395        770,760     151,479     179,860
Cost of goods sold............................    432,272       548,172        590,423     112,887     138,126
                                                 --------      --------       --------    --------    --------
Gross profit..................................    142,175       182,223        180,337      38,592      41,734
Selling, general and administrative...........     99,972       133,534        144,466      32,113      40,020
Depreciation and amortization.................      9,775        12,278         15,855       3,541       4,556
                                                 --------      --------       --------    --------    --------
Income (loss) from operations.................     32,428        36,411         20,016       2,938      (2,842)
Equity in loss of affiliates..................       (161)           --             --          --          --
Other income..................................         --            --          1,550          --          --
Interest expense (income), net................        289        (1,427)        (3,096)     (1,045)       (491)
                                                 --------      --------       --------    --------    --------
Income (loss) before income taxes.............     31,978        37,838         24,662       3,983      (2,351)
Income tax expense (benefit)(1)...............     11,693        15,008          9,791       1,580        (933)
                                                 --------      --------       --------    --------    --------
Net income (loss).............................   $ 20,285      $ 22,830       $ 14,871    $  2,403    $ (1,418)
                                                 ========      ========       ========    ========    ========
Net income (loss) per share--basic............                 $   1.11       $   0.67    $   0.11    $  (0.06)
                                                               ========       ========    ========    ========
Weighted average shares outstanding--basic....                   20,559         22,254      22,223      22,332
                                                               ========       ========    ========    ========
Net income (loss) per share--diluted..........                 $   1.10       $   0.66    $   0.11    $  (0.06)
                                                               ========       ========    ========    ========
Weighted average shares
  outstanding--diluted........................                   20,762         22,466      22,417      22,332
                                                               ========       ========    ========    ========
PRO FORMA INCOME DATA:
Income before income taxes....................   $ 31,978
Pro forma income taxes(2).....................     11,866
                                                 --------
Pro forma net income(2).......................   $ 20,112
                                                 ========
Pro forma net income per share--basic.........   $   1.12
                                                 ========
Pro forma weighted average shares
  outstanding--basic(3).......................     18,030
                                                 ========
Pro forma net income per share--diluted.......   $   1.11
                                                 ========
Pro forma weighted average shares
  outstanding--diluted(3).....................     18,084
                                                 ========
OPERATING DATA:
Stores open at end of period(4)...............        528           619            737         628         763
Comparable store sales increase
  (decrease)(5)...............................       14.1%         11.6%          (4.5)%      10.9%       14.3%
Capital expenditures..........................   $ 19,573      $ 31,757       $ 44,817    $  7,169    $  5,551
</Table>

                                       4
<Page>

<Table>
<Caption>
                                                                AS OF MAY 5, 2001
                                                              ----------------------
                                                                         AS ADJUSTED
                                                                           FOR THE
                                                               ACTUAL     OFFERING
                                                              --------   -----------
                                                                   (UNAUDITED)
<S>                                                           <C>        <C>
                                                                  (IN THOUSANDS)
BALANCE SHEET DATA:
Working capital.............................................  $ 29,661    $ 97,986
Total assets................................................   255,640     323,965
Total liabilities...........................................   124,872     124,872
Stockholders' equity........................................   130,768     199,093
</Table>

--------------------------

(1) Prior to our initial public offering, our predecessors, The Electronics
    Boutique, Inc. and EB Services Company, LLP, were taxed as an "S"
    Corporation and a partnership, respectively. As a result, their taxable
    income was passed through to their shareholders and partners, respectively,
    for federal income tax purposes. Accordingly, for periods prior to our
    initial public offering on July 28, 1998, the financial statements do not
    include a provision for federal income taxes. Additionally, The Electronics
    Boutique, Inc. elected to be treated as an "S" Corporation for tax purposes
    in some states, while remaining subject to corporate tax in other states
    and, as a result, the financial statements prior to July 28, 1998 provide
    for certain state income taxes. For periods after our initial public
    offering, we are taxed as a "C" corporation for both federal and state
    taxes.

(2) The pro forma net income gives effect to the application of the pro forma
    income tax expense that would have been reported had our predecessors, The
    Electronics Boutique, Inc. and EB Services Company, LLP, been subject to
    federal and all state income taxes for fiscal 1999.

(3) Pro forma weighted average shares outstanding gives effect to the number of
    shares that would have been outstanding upon completion of our initial
    public offering and related transactions for periods prior to our initial
    public offering.

(4) Does not reflect Electronics Boutique plc ("EB-UK") stores and
    Waldensoftware stores for which we provided management services.

(5) Comparable store sales are based on stores in operation for over one year
    and sales made through our web site. The comparable store sales data for
    fiscal 2001 compares corresponding 52 week periods ending January 27, 2001
    and January 29, 2000, respectively.

                                       5
<Page>
                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, AS WELL AS THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE INVESTING IN SHARES OF OUR
COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD
BE HARMED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE,
AND YOU MIGHT LOSE ALL OR PART OF YOUR INVESTMENT. YOU SHOULD REFER TO THE OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS AND OUR CONSOLIDATED FINANCIAL
STATEMENTS AND THE RELATED NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS.

RISKS RELATED TO THE ELECTRONIC GAMES INDUSTRY

MANUFACTURERS MAY FAIL TO INTRODUCE OR DELAY THE INTRODUCTION OF NEW PRODUCTS,
WHICH COULD HURT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.

    We are highly dependent on the introduction of new and enhanced video game
and PC hardware and software for our success. If manufacturers fail to introduce
or delay the introduction of new games and systems, we would have difficulty
attracting and retaining customers to buy the products we sell. Any failure to
attract and retain customers could adversely affect our business. Many of the
factors that impact our ability to offer new products and to attract and retain
customers are largely beyond our control. These factors include:

    - dependence upon manufacturers to introduce new or enhanced video game
      systems;

    - reliance upon continued technological development and the continued use of
      PCs;

    - dependence upon software publishers to develop popular game and
      entertainment titles for future generation game systems or PCs; and

    - the availability and timeliness of new product releases.

    Nintendo introduced the Nintendo Game Boy Advance in June 2001 and expects
to introduce the Nintendo GameCube in the fourth quarter of 2001. Microsoft
expects to introduce the Microsoft Xbox in the fourth quarter of 2001. If
Nintendo or Microsoft experiences delays in the introduction of these products,
or is unable to deliver a sufficient quantity of units to satisfy consumer
demand, our sales and financial results could be adversely affected.

THE VIDEO GAME SYSTEM AND SOFTWARE PRODUCT INDUSTRIES ARE CYCLICAL, WHICH COULD
CAUSE SIGNIFICANT FLUCTUATION IN OUR EARNINGS.

    Demand for video game systems and software fluctuates in relation to the
introduction of next-generation hardware and related software titles.
Manufacturers have historically introduced next-generation systems every four to
five years. Sales volumes of new video game systems and related software titles
are generally higher in the initial stages of the products' life cycles because
of initial demand. As a product reaches the end of its life cycle, however,
demand for the product will generally decline as our customers anticipate the
introduction of next-generation products. If leading video game system
manufacturers fail to introduce next-generation systems, or fail to make
significant enhancements to existing systems, our sales of hardware systems and
related titles will decrease, which could have an adverse effect on our results
of operations and financial condition.

IF WE FAIL TO KEEP PACE WITH RAPIDLY CHANGING INDUSTRY TECHNOLOGY, WE WILL BE AT
A COMPETITIVE DISADVANTAGE.

    The video game and PC industries are characterized by swiftly changing
technology, evolving industry standards, frequent new product introductions and
rapid product obsolescence. These characteristics require us to respond quickly
to technological changes and to understand their impact on our customers'
preferences. In particular, many video games and other entertainment software
are

                                       6
<Page>
readily available on the Internet. The ability to download electronic games onto
PCs or play games on the Internet through consoles could make the retail sale of
video games and PC entertainment software obsolete. If advances in technology
continue to expand our customers' ability to access software through other
sources, our sales and earnings could decline.

RISKS RELATED TO OUR BUSINESS

FAILURE TO MANAGE NEW STORE OPENINGS COULD NEGATIVELY IMPACT OUR OPERATIONAL AND
FINANCIAL RESULTS.

    Our growth will depend on our ability to open and operate new stores
profitably. We currently intend to open approximately 175 net new stores in the
current fiscal year and approximately 200 net new stores in fiscal 2003. Our
ability to open new stores in a timely and profitable manner depends upon
numerous contingencies, many of which are beyond our control. The contingencies
include:

    - our ability to locate suitable store sites, negotiate acceptable lease
      terms, and build out or refurbish sites on a timely and cost-effective
      basis;

    - our ability to hire, train and retain skilled associates; and

    - our ability to integrate new stores into our existing operations.

    In addition, our services agreement with EB-UK restricts our ability to
expand our business in Europe. The services agreement prohibits us from
competing with EB-UK in the United Kingdom and Ireland until January 2007. The
services agreement also requires that, until January 2006, we report to EB-UK
any opportunity relating to the electronic game retailing business which we
become aware of in Europe (excluding Scandinavia) which could be made available
to EB-UK and that we use reasonable endeavors to procure that each and every
such opportunity is first offered to EB-UK, on the same terms, including as to
cost. This may prevent, limit or otherwise delay our expansion in Europe. We
cannot assure you that we will be able to achieve our planned expansion or that
our new stores will achieve sales and profitability levels comparable to our
existing stores.

IF WE DO NOT COMPETE EFFECTIVELY, WE WILL LOSE CUSTOMERS AND OUR EARNINGS WILL
DECLINE.

    The electronic game industry is intensely competitive and subject to rapid
changes in consumer preferences and frequent new product introductions. We
compete with:

    - video game and PC software specialty stores located in malls and other
      locations;

    - mass merchants;

    - toy retail chains;

    - online retailers;

    - mail-order businesses;

    - catalogs;

    - direct-to-consumer software publishers; and

    - office supply, computer product and consumer electronics superstores.

    Increased competition may lead to reduced sales and profit margins on video
games and PC entertainment software. Consumers can rent video games from many
video stores and cable television providers and it is likely that other methods
of distribution will emerge in the future, which would result in increased
competition. Some of our competitors have longer operating histories and
significantly greater financial, managerial, creative, sales and marketing and
other resources than we have. We also compete with other forms of entertainment
activities, including movies, television,

                                       7
<Page>
theater, sporting events and family entertainment centers. If we do not compete
effectively, our revenues and financial results may be adversely affected.

WE MAY ENGAGE IN ACQUISITIONS THAT COULD DILUTE THE EQUITY INTERESTS OF OUR
STOCKHOLDERS, INCREASE OUR DEBT OR CAUSE US TO ASSUME CONTINGENT LIABILITIES,
ALL OF WHICH MAY HAVE A DETRIMENTAL EFFECT ON THE PRICE OF OUR COMMON STOCK. IF
ANY ACQUISITIONS ARE NOT SUCCESSFULLY INTEGRATED WITH OUR BUSINESS, OUR ONGOING
OPERATIONS COULD BE ADVERSELY AFFECTED.

    We intend to engage in acquisitions and open additional stores. We recently
acquired seven stores in Denmark and one store in Norway and plan to acquire
additional stores as part of our new store expansion program. To facilitate
future acquisitions, we may take actions that could have a detrimental effect on
our results of operations or the price of our common stock, including:

    - issuing equity securities or convertible debt securities, which would
      dilute our current stockholders' percentage ownership;

    - incurring substantial debt; or

    - assuming contingent liabilities.

Acquisitions also entail numerous business risks, including:

    - difficulties in assimilating acquired businesses;

    - unanticipated costs that could materially adversely affect our results of
      operations;

    - negative effects on our reported results of operations from
      acquisition-related charges and amortization of goodwill and other
      intangibles;

    - diversion of management's attention from other business concerns;

    - adverse effects on existing business relationships with suppliers and
      customers;

    - risks of entering markets in which we have no or limited prior experience;
      and

    - the potential inability to retain and motivate key employees of acquired
      businesses.

FUTURE ACQUISITIONS MAY NOT BE COMPLETED, AND IF NOT COMPLETED, OUR GROWTH MAY
BE ADVERSELY AFFECTED.

    If we do not complete future acquisitions, our growth may be adversely
affected. Our plans to pursue future acquisitions are subject to our ability to
negotiate favorable terms for these acquisitions and may also be subject to
other conditions or contingencies. Accordingly, we cannot assure you that future
acquisitions will be completed. This offering is not contingent or in any way
dependent upon the completion of any acquisitions. If no acquisitions are
completed, a larger portion of the net proceeds from this offering may be used
for other purposes.

OUR SERVICES AGREEMENT WITH EB-UK RESTRICTS OUR ABILITY TO EXPAND OUR BUSINESS
IN EUROPE AND WE COULD BECOME INVOLVED IN FURTHER LITIGATION WITH EB-UK WHICH
COULD ADVERSELY AFFECT OUR BUSINESS.

    Our services agreement with EB-UK prohibits us from competing with EB-UK in
the United Kingdom and Ireland until January 2007. The services agreement also
requires that, until January 2006, we report to EB-UK any opportunity relating
to the electronic game retailing business which we become aware of in Europe
(excluding Scandinavia) which could be made available to EB-UK and that we use
reasonable endeavors to procure that each and every such opportunity is first
offered to EB-UK, on the same terms, including as to cost. As a result, EB-UK
could impede our planned expansion into Europe by pursuing opportunities in
Europe which we report to it and entering into agreements with our intended
business partners. EB-UK has publicly stated that it intends to expand its
business into continental Europe. Our compliance with the services agreement
will delay and could

                                       8
<Page>
prevent, limit, or increase the cost of, any acquisitions in continental Europe.
We have in the past had, and presently have, disagreements with EB-UK in
connection with the application of its rights under the services agreement to
our expansion activities in Europe. These disagreements have resulted in
litigation and could result in additional litigation. Current litigation is
pending before the Commercial Court, Queen's Bench Division of the High Court of
Justice in the United Kingdom. EB-UK filed a lawsuit claiming that under the
terms of the services agreement and a related trademark license agreement, EB-UK
is entitled to operate a retail web site targeted to consumers in the United
Kingdom and Ireland and claiming that sales by us into the United Kingdom and
Ireland through our web site violate the services agreement. We cannot predict
the outcome of this litigation or any other litigation between us and EB-UK
relating to the services agreement. Litigation with EB-UK, if decided adversely
to us, could further restrict our ability to expand our business in Europe.
Whether successful or not, litigation with EB-UK could divert our resources and
result in substantial costs, either of which could harm our business.

OUR OPERATING RESULTS FLUCTUATE FROM PERIOD TO PERIOD, WHICH COULD RESULT IN A
LOWER PRICE FOR OUR COMMON STOCK.

    Our business is affected by seasonal patterns. We historically generate our
highest net sales, management fees and net income during the fourth quarter,
which includes the holiday selling season. During fiscal 2001, we generated
approximately 43% of our net sales and substantially all of our operating income
during the fourth quarter. Accordingly, any adverse trend in net sales during
the holiday selling season could adversely affect our results of operations for
the quarter as well as for the entire year. Our results of operations may
fluctuate from quarter to quarter depending upon a variety of factors, most of
which we cannot control. These factors include:

    - the timing of new product introductions and new store openings;

    - net sales contributed by new stores;

    - increases or decreases in comparable store sales;

    - poor general economic conditions;

    - adverse weather conditions;

    - shifts in the timing of certain holidays or promotions; and

    - changes in our merchandise mix.

    Any one or more of these factors could affect our business, financial
condition and results of operations, and this makes the prediction of our
financial results on a quarterly basis difficult. Also, it is possible that our
quarterly financial results may be below the expectations of public market
analysts and investors. This could adversely affect the price of our common
stock.

IF WE FAIL TO OBTAIN PRODUCTS FROM OUR SUPPLIERS, OUR SALES AND GROSS PROFIT
WILL BE ADVERSELY AFFECTED.

    We rely heavily upon our suppliers to provide us with new products as
quickly as possible. We purchase a significant amount of products from Nintendo
of America, Inc., Electronic Arts, Inc., Sega of America, Inc., and Sony
Computer Entertainment, Inc. and often receive shipments of new release products
which are disproportionately large relative to our share of the overall consumer
electronic game market. During fiscal 2001, our purchases from Sony, Electronic
Arts, Nintendo and Sega represented 12.5%, 9.9%, 9.3% and 7.1%, respectively, of
our net purchases. We believe that the loss of any of these suppliers could
reduce our product offerings, which could cause us to be at a competitive
disadvantage. In addition, our financial performance largely depends upon the
business terms we obtain from our suppliers, including competitive prices,
unsold product return policies, advertising and market development allowances,
freight charges and payment terms. Our failure to

                                       9
<Page>
maintain favorable business terms with our suppliers could adversely affect our
ability to offer products to consumers at competitive prices.

    During fiscal 2001, approximately one-third of our product purchases were
from domestic distributors of products manufactured overseas, primarily in Asia.
To the extent that our distributors rely on overseas sources for a large portion
of their products, any event causing a disruption of imports, including the
imposition of import restrictions, could adversely affect our business. In
addition, many Asian currencies have been devalued significantly in relation to
the U.S. dollar, and financial markets in Asia have experienced significant
turmoil. We cannot assure you that these events will not occur again in the
future, and if these events do occur, our business could be harmed. Trade
restrictions in the form of tariffs or quotas, or both, applicable to the
products we sell could also affect the importation of those products generally
and could increase the cost and reduce the supply of products available to us.

WE RELY ON OUR MANAGEMENT INFORMATION SYSTEMS FOR INVENTORY MANAGEMENT AND
DISTRIBUTION. IF OUR MANAGEMENT INFORMATION SYSTEMS FAIL TO ADEQUATELY PERFORM
THESE FUNCTIONS, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

    The efficient operation of our business is dependent on our management
information systems. In particular, we rely on a warehouse management system
used in our domestic distribution centers and an inventory replenishment system
used to track sales and inventory. Both systems were implemented in 2000. We
rely on these systems to execute our "first to market" new release strategy, to
keep our stores in stock at optimum levels and to move inventory efficiently.
The failure of our management information systems to perform as we anticipate
could disrupt our business and adversely affect our sales and profitability.

OUR INTERNATIONAL OPERATIONS EXPOSE US TO NUMEROUS RISKS.

    We have retail operations in various foreign countries, including Canada,
Australia, New Zealand, Denmark, South Korea and Norway, and we intend to pursue
opportunities that may arise in these and other countries. Net sales in these
foreign countries represented approximately 14% of our net sales in fiscal 2001.
We are subject to the risks inherent in conducting business across national
boundaries, any one of which could adversely impact our business. These risks
include:

    - economic downturns;

    - currency exchange rate fluctuations;

    - changes in governmental policy;

    - international incidents;

    - military outbreaks;

    - government instability;

    - nationalization of foreign assets; and

    - government protectionism.

    We cannot assure you that one or more of these factors will not impair our
current or future international operations and, as a result, harm our overall
business.

IF WE ARE UNABLE TO RENEW OUR LEASES OR FIND ADDITIONAL SITES FOR EXPANSION, OUR
REVENUE GROWTH MAY DECLINE.

    As of February 3, 2001, 91 of our stores (12.3% of all stores) were operated
under leases with terms that expire in less than one year. We cannot assure you
that we will be able to maintain our

                                       10
<Page>
existing store locations as leases expire, that we will be able to locate
suitable alternative sites on acceptable terms or find additional sites for new
store expansion. If we fail to maintain existing store locations, locate
alternative sites or find additional sites for new store expansion, our revenues
and earnings may decline.

WE DEPEND UPON OUR KEY PERSONNEL AND THEY WOULD BE DIFFICULT TO REPLACE.

    Our success depends upon our ability to attract, motivate and retain key
management associates for our stores and skilled merchandising, marketing and
administrative personnel at our headquarters. In the past, we have been
successful in maintaining the continuity of our management team, including our
executive officers, Jeffrey W. Griffiths, our President and Chief Executive
Officer, John R. Panichello, our Senior Vice President and Chief Operating
Officer and President of BC Sports Collectibles, James A. Smith, our Senior Vice
President and Chief Financial Officer, Seth P. Levy, our Senior Vice President
and Chief Information Officer and the President of ebworld.com, Inc., and Steve
R. Morgan, our Senior Vice President of Stores. However, we cannot assure you
that we will continue to be successful in attracting and retaining such
personnel.

IF THE INTERNET FAILS TO CONTINUE TO GROW AS A MEANS OF E-COMMERCE, OUR BUSINESS
COULD BE ADVERSELY AFFECTED.

    If the e-commerce market does not grow or grows more slowly than we expect,
our business may not grow as quickly as we anticipate. A number of factors could
prevent the acceptance and growth of e-commerce, including the following:

    - e-commerce is at an early stage and consumers may be unwilling to shift
      their traditional purchasing to online purchasing;

    - increased government regulation or taxation may adversely affect the
      viability of e-commerce;

    - negative publicity and consumer concern about the reliability, cost, ease
      of access, quality of services, capacity, performance and security of
      e-commerce transactions could discourage its acceptance and growth; and

    - reduced marketing expenditures may adversely affect traffic and sales on
      the Internet.

RISKS RELATED TO THE OFFERING

THE KIM FAMILY HAS SIGNIFICANT CONTROL OF OUR COMPANY AND CAN MAKE DECISIONS
THAT COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAY PREVENT A CHANGE OF CONTROL.

    Following this offering, EB Nevada Inc., a company indirectly controlled by
James Kim, his wife and certain trusts for the benefit of his children, will
beneficially own approximately 48.5% of the outstanding shares of our common
stock (46.1% if the underwriters exercise their over-allotment option in full).
Accordingly, the Kim family effectively controls our company. As a result, the
Kim family will be able to effectively control all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions. This control may have the effect of delaying, preventing
or deterring a change in control of our company and could deprive our
stockholders of an opportunity to receive a premium for their common stock as
part of any sale or acquisition. See "Principal and Selling Stockholders" for
the names and ownership of our directors, executive officers and holders of more
than 5% of our common stock. Under a credit facility we have with Fleet Capital
Corporation, if the Kim family does not own, indirectly through EB Nevada, at
least 25% of our outstanding capital stock, we may be declared in default under
the credit facility.

                                       11
<Page>
THE SUBSTANTIAL NUMBER OF SHARES THAT WILL BE ELIGIBLE FOR SALE IN THE NEAR
FUTURE COULD CAUSE THE MARKET PRICE FOR OUR COMMON STOCK TO DECLINE.

    Sales of substantial amounts of shares of our common stock in the public
market following this offering, or the perception that those sales will occur,
could cause the market price of our common stock to decline. Those sales also
might make it more difficult for us to sell equity securities in the future at a
time and at a price that we deem appropriate because investors could purchase
shares in the public market instead of directly from us. Upon completion of this
offering, we will have 25,093,091 shares of common stock outstanding. Of these
shares, all of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, unless these
shares are purchased by "affiliates" as that term is defined in Rule 144
promulgated under the Securities Act. 12,176,369 shares of common stock held by
existing stockholders are restricted securities. Restricted securities may be
sold in the public market only if they are registered or if they qualify for an
exemption from registration under Rules 144, 144(k) or 701 promulgated under the
Securities Act. The selling stockholder has the right to require us to register
the common stock held by it pursuant to demand and piggyback registration rights
granted in a registration rights agreement with us. All of our executive
officers and directors and the selling stockholder, holding in the aggregate
12,176,369 shares, have agreed that they will not, without the prior written
consent of Credit Suisse First Boston Corporation, directly or indirectly,
offer, sell, contract to sell, pledge or otherwise dispose of, or request or
demand the filing with the Securities and Exchange Commission of a registration
statement under the Securities Act relating to our common stock or securities or
rights convertible into or exercisable or exchangeable for our common stock,
enter into a transaction which would have the same effect, or enter into any
swap, hedge or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of our common stock, during the 90-day period
following the date of this prospectus. As a result of the contractual
restrictions described above and the provisions of Rules 144, 144(k) and 701,
restricted shares will be available for sale in the public market as follows,
subject, in some cases, to volume limitations:

    90 days from the date of this prospectus....................................
                                                              12,176,369 shares

OUR STOCK PRICE MAY BE VOLATILE AND DECLINE SUBSTANTIALLY.

    The stock market in general has experienced extreme price and volume
fluctuations. These broad market fluctuations may adversely affect the market
price of our common stock, regardless of our actual operating performance. You
may be unable to resell your shares at or above the public offering price due to
a number of factors, including:

    - actual or anticipated quarterly fluctuations in our operating results;

    - changes in expectations of future financial performance or changes in
      estimates of securities analysts;

    - changes in the market valuations of other companies;

    - announcements of technological innovations;

    - announcements relating to strategic relationships, acquisitions or
      industry consolidation; and

    - general economic, market and political conditions not related to our
      business.

OUR MANAGEMENT WILL HAVE BROAD DISCRETION REGARDING THE USE OF PROCEEDS FROM
THIS OFFERING.

    Our management will have broad discretion regarding how we use the net
proceeds of this offering and you must rely on their judgment regarding the
application of the proceeds. You may not agree with management's use of the
proceeds of this offering. Our management may use the net proceeds from this
offering for purposes that may decrease our profits or the market value of our
common stock.

                                       12
<Page>
OTHER RISKS

OUR STATUS AS A HOLDING COMPANY AND OUR CREDIT FACILITY RESTRICT OUR ABILITY TO
PAY DIVIDENDS ON OUR COMMON STOCK.

    We are a holding company and do not have any material assets other than our
ownership interests in our subsidiaries. Our common stock will be junior in
right of payment to all of our existing and future liabilities and obligations
and, by virtue of the fact that we are a holding company, our common stock will
be structurally junior in right of payment to all existing and future
liabilities and obligations of each of our subsidiaries. We have not declared or
paid dividends on our common stock since our initial public offering in July
1998 and do not currently anticipate paying any dividends on our common stock in
the foreseeable future. In addition, our credit facility with Fleet Capital
Corporation restricts our ability to declare or pay dividends on our common
stock.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN ANTI-TAKEOVER PROTECTIONS,
WHICH MAY DISCOURAGE OR PREVENT A TAKEOVER OF OUR COMPANY, EVEN IF AN
ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

    Certain provisions of our certificate of incorporation and bylaws, as well
as provisions of Delaware law could make it more difficult for a third party to
acquire us, even if a takeover would benefit our stockholders. The provisions in
our certificate of incorporation and bylaws:

    - authorize the issuance of "blank check" preferred stock that could be
      issued by our board of directors to increase the number of outstanding
      shares, making a takeover more difficult and expensive;

    - establish a staggered board of directors, so that it would take three
      successive annual meetings to replace all of the directors;

    - do not permit cumulative voting in the election of directors, which would
      otherwise allow less than a majority of stockholders to elect director
      candidates;

    - prohibit stockholders from calling special meetings of stockholders;

    - prohibit stockholder action by written consent, thereby requiring all
      stockholder actions to be taken at a meeting of our stockholders; and

    - establish advance notice requirements for nominations for election to the
      board of directors or for proposing matters that can be acted upon by
      stockholders at stockholder meetings.

    In addition, Section 203 of the Delaware General Corporation Law and the
terms of our stock option plans may discourage, delay or prevent a change in
control of our company, which may depress the market price of our common stock.

                                       13
<Page>
                                USE OF PROCEEDS

    The net proceeds to us from the sale of the common stock in this offering
are $68,325,000, after deducting underwriting discounts and commissions and
estimated offering expenses. We intend to use these net proceeds to fund our new
store expansion program and for general corporate purposes.

    Our management will have broad discretion over the use of the net proceeds
from this offering. Pending these uses, we may invest the net proceeds
temporarily in short-term, investment grade, interest-bearing securities or
guaranteed obligations of the U.S. government. We will not receive any proceeds
from the sale of common stock by the selling stockholder.

                    COMMON STOCK PRICE RANGES AND DIVIDENDS

    Our common stock was first traded publicly on July 28, 1998. The stock is
quoted on The Nasdaq National Market under the symbol "ELBO". The table below
represents the high and low sale prices of our common stock as reported by The
Nasdaq National Market.

<Table>
<Caption>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
FISCAL YEAR ENDED JANUARY 30, 1999

Quarter ended August 1, 1998 (from July 28, 1998)...........   $14.13     $13.25
Quarter ended October 31, 1998..............................    14.00       6.63
Quarter ended January 30, 1999..............................    25.75      11.75

FISCAL YEAR ENDED JANUARY 29, 2000

Quarter ended May 1, 1999...................................   $19.88     $12.13
Quarter ended July 31, 1999.................................    18.38      13.50
Quarter ended October 30, 1999..............................    26.31      16.63
Quarter ended January 29, 2000..............................    25.38      14.00

FISCAL YEAR ENDED FEBRUARY 3, 2001

Quarter ended April 29, 2000................................   $20.00     $13.88
Quarter ended July 29, 2000.................................    20.63      12.75
Quarter ended October 28, 2000..............................    24.88      17.35
Quarter ended February 3, 2001..............................    23.06      14.38

FISCAL YEAR ENDING FEBRUARY 2, 2002

Quarter ended May 5, 2001...................................   $29.00     $17.00
Quarter ended August 4, 2001................................    36.24      27.75
Quarter ending November 3, 2001 (through August 8, 2001)....    31.55      29.46
</Table>

    As of August 8, 2001, we had approximately 36 stockholders of record
(including Cede & Co., the nominee for The Depository Trust Company, a
registered clearing agency) of the 22,593,091 outstanding shares of our common
stock. On August 8, 2001, the last reported sale price for our common stock as
reported by The Nasdaq National Market was $29.56 per share.

    We have not paid any dividends on our common stock since our initial public
offering in July 1998 and do not currently anticipate paying any dividends on
our common stock in the foreseeable future. Our credit facility with Fleet
Capital Corporation restricts our ability to declare or pay dividends on our
common stock.

                                       14
<Page>
                                 CAPITALIZATION

    The following table sets forth our capitalization as of May 5, 2001:

    - on an actual basis; and

    - on an as adjusted basis to reflect the net proceeds from the sale of
      2,500,000 shares of our common stock in this offering at an offering price
      of $29.00 per share.

    You should read this table in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Use of Proceeds"
and our consolidated financial statements and the related notes included
elsewhere in this prospectus.

<Table>
<Caption>
                                                                     MAY 5, 2001
                                                              --------------------------
                                                                ACTUAL      AS ADJUSTED
                                                              ----------   -------------
                                                                     (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT FOR
                                                                  SHARE INFORMATION)
<S>                                                           <C>          <C>
Current portion of long-term debt...........................   $     --        $     --
Total long-term debt........................................         --              --

Stockholders' equity:
  Preferred stock, $.01 par value; 25,000,000 shares
    authorized; none issued and outstanding.................         --              --
  Common stock, $.01 par value; 100,000,000 shares
    authorized; 22,421,540 shares issued and outstanding;
    and 24,921,540 shares issued and outstanding, as
    adjusted(1).............................................        224             249
  Additional paid-in capital................................     78,705         147,005
  Accumulated other comprehensive loss......................     (2,231)         (2,231)
  Retained earnings.........................................     54,070          54,070
                                                               --------        --------
  Total stockholders' equity................................    130,768         199,093
                                                               --------        --------
Total capitalization........................................   $130,768        $199,093
                                                               ========        ========
</Table>

------------------------

(1) Excludes 2,597,243 shares of common stock issuable upon exercise of
    outstanding options. Also excludes an aggregate of 2,760,486 shares of
    common stock available for the future grants of stock options and purchases
    by employees under our employee stock purchase plan.

                                       15
<Page>
               SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

    The following table sets forth, for the periods and at the dates indicated,
our selected consolidated financial and operating data. The information
presented below under the captions "Statement of Income Data" for fiscal years
1997 through 2001 and "Balance Sheet Data" as of February 1, 1997, January 31,
1998, January 30, 1999, January 29, 2000 and February 3, 2001 is derived from
our audited consolidated financial statements. Prior to July 28, 1998, our
consolidated financial statements include the combined financial position and
results of operations of The Electronics Boutique, Inc. and EB Services Company,
LLP, which were predecessors to our company. Our audited consolidated financial
statements for each of the fiscal years in the three-year period ended
February 3, 2001 and as of January 29, 2000 and February 3, 2001 are included in
this prospectus. The information presented below under the captions "Statement
of Income Data" for the thirteen weeks ended April 29, 2000 and May 5, 2001 and
"Balance Sheet Data" as of April 29, 2000 and May 5, 2001 are derived from our
unaudited interim financial statements included in this prospectus. In the
opinion of our management, our unaudited financial information contains all
adjustments (which consist only of normal recurring adjustments) necessary to
present fairly the financial position and results of operations of our company
as of such dates and for such periods. The selected financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and notes thereto included in this prospectus.

<Table>
<Caption>
                                                                FISCAL YEAR ENDED                               13 WEEKS ENDED
                                       -------------------------------------------------------------------   --------------------
                                       FEBRUARY 1,   JANUARY 31,   JANUARY 30,   JANUARY 29,   FEBRUARY 3,   APRIL 29,    MAY 5,
                                          1997          1998          1999          2000          2001         2000        2001
                                       -----------   -----------   -----------   -----------   -----------   ---------   --------
                                                                                                                 (UNAUDITED)
                                                            (IN THOUSANDS, EXCEPT PER SHARE AND STORE DATA)
<S>                                    <C>           <C>           <C>           <C>           <C>           <C>         <C>
STATEMENT OF INCOME DATA:
Net sales............................   $337,059      $449,180      $571,042      $725,522      $766,335     $150,554    $178,897
Management fees......................      2,526         4,792         3,405         4,873         4,425          925         963
                                        --------      --------      --------      --------      --------     --------    --------
Total revenues.......................    339,585       453,972       574,447       730,395       770,760      151,479     179,860
Cost of goods sold...................    252,813       338,498       432,272       548,172       590,423      112,887     138,126
                                        --------      --------      --------      --------      --------     --------    --------
Gross profit.........................     86,772       115,474       142,175       182,223       180,337       38,592      41,734
Selling, general and
  administrative.....................     69,828        87,003        99,972       133,534       144,466       32,113      40,020
Depreciation and amortization........      6,615         7,997         9,775        12,278        15,855        3,541       4,556
                                        --------      --------      --------      --------      --------     --------    --------
Income (loss) from operations........     10,329        20,474        32,428        36,411        20,016        2,938      (2,842)
Equity in earnings (loss) of
  affiliates.........................       (573)        2,903          (161)           --            --           --          --
Other income.........................         --            --            --            --         1,550           --          --
Interest expense (income), net.......      1,298         1,380           289        (1,427)       (3,096)      (1,045)       (491)
Preacquisition loss of
  subsidiaries(1)....................         --           913            --            --            --           --          --
                                        --------      --------      --------      --------      --------     --------    --------
Income (loss) before income taxes....      8,458        22,910        31,978        37,838        24,662        3,983      (2,351)
Income tax expense (benefit)(2)......        550           846        11,693        15,008         9,791        1,580        (933)
                                        --------      --------      --------      --------      --------     --------    --------
Net income (loss)....................   $  7,908      $ 22,064      $ 20,285      $ 22,830      $ 14,871     $  2,403    $ (1,418)
                                        ========      ========      ========      ========      ========     ========    ========
Net income (loss) per share--basic...                                             $   1.11      $   0.67     $   0.11    $  (0.06)
                                                                                  ========      ========     ========    ========
Weighted average shares outstanding--
  basic..............................                                               20,559        22,254       22,223      22,332
                                                                                  ========      ========     ========    ========
Net income (loss) per
  share--diluted.....................                                             $   1.10      $   0.66     $   0.11    $  (0.06)
                                                                                  ========      ========     ========    ========
Weighted average shares outstanding--
  diluted............................                                               20,762        22,466       22,417      22,332
                                                                                  ========      ========     ========    ========
</Table>

                                       16
<Page>

<Table>
<Caption>
                                                                FISCAL YEAR ENDED                               13 WEEKS ENDED
                                       -------------------------------------------------------------------   --------------------
                                       FEBRUARY 1,   JANUARY 31,   JANUARY 30,   JANUARY 29,   FEBRUARY 3,   APRIL 29,    MAY 5,
                                          1997          1998          1999          2000          2001         2000        2001
                                       -----------   -----------   -----------   -----------   -----------   ---------   --------
                                                                                                                 (UNAUDITED)
                                                            (IN THOUSANDS, EXCEPT PER SHARE AND STORE DATA)
<S>                                    <C>           <C>           <C>           <C>           <C>           <C>         <C>
PRO FORMA INCOME DATA:
Income before income taxes...........   $  8,458      $ 22,910      $ 31,978
Pro forma income taxes(3)............      3,514         9,415        11,866
                                        --------      --------      --------
Pro forma net income(3)..............   $  4,944      $ 13,495      $ 20,112
                                        ========      ========      ========
Pro forma net income per
  share--basic.......................   $   0.31      $   0.85      $   1.12
                                        ========      ========      ========
Pro forma weighted average shares
  outstanding--basic(4)..............     15,794        15,794        18,030
                                        ========      ========      ========
Pro forma net income per
  share--diluted.....................   $   0.31      $   0.85      $   1.11
                                        ========      ========      ========
Pro forma weighted average shares
  outstanding--diluted(4)............     15,794        15,794        18,084
                                        ========      ========      ========
OPERATING DATA:
Stores open at end of period(5)......        360           452           528           619           737          628         763
Comparable store sales increase
  (decrease)(6)......................       20.8%         15.3%         14.1%         11.6%         (4.5)%       10.9%       14.3%
Capital expenditures.................   $  8,610      $ 18,470      $ 19,573      $ 31,757      $ 44,817     $  7,169    $  5,551

BALANCE SHEET DATA (AT END OF
  PERIOD):
Working capital (deficit)............   $  9,893      $(17,728)     $ (3,091)     $ 42,567      $ 30,133     $ 40,742    $ 29,661
Total assets.........................    139,244       142,791       172,047       275,513       267,239      244,479     255,640
Total liabilities....................    118,887       114,392       123,205       159,026       136,019      126,485     124,872
Stockholders' equity.................     20,357        28,399        48,842       116,487       131,220      117,994     130,768
</Table>

------------------------------

(1) The results of operations of two subsidiaries, Electronics Boutique
    International, Inc. and Electronics Boutique Canada, Inc. have been
    consolidated since the beginning of the year ended January 31, 1998.
    Preacquisition loss of subsidiaries represents losses in Electronics
    Boutique International, Inc. and Electronics Boutique Canada, Inc. prior to
    their acquisition by Electronics Boutique Holdings Corp.

(2) Prior to our initial public offering, our predecessors, The Electronics
    Boutique, Inc. and EB Services Company, LLP, were taxed as an "S"
    Corporation and a partnership, respectively. As a result, their taxable
    income was passed through to their shareholders and partners, respectively,
    for federal income tax purposes. Accordingly, for periods prior to our
    initial public offering on July 28, 1998, the financial statements do not
    include a provision for federal income taxes. Additionally, The Electronics
    Boutique, Inc. elected to be treated as an "S" Corporation for tax purposes
    in some states, while remaining subject to corporate tax in other states
    and, as a result, the financial statements prior to July 28, 1998 provide
    for certain state income taxes. For periods after our initial public
    offering, we are taxed as a "C" corporation for both federal and state
    taxes.

(3) The pro forma net income gives effect to the application of the pro forma
    income tax expense that would have been reported had our predecessors, The
    Electronics Boutique, Inc. and EB Services Company, LLP, been subject to
    federal and all state income taxes for fiscal 1997, 1998 and 1999.

(4) Pro forma weighted average shares outstanding gives effect to the number of
    shares that would have been outstanding upon completion of our initial
    public offering and related transactions for periods prior to our initial
    public offering.

(5) Does not reflect EB-UK stores and Waldensoftware stores for which we
    provided management services.

(6) Comparable store sales are based on stores in operation for over one year
    and, commencing in fiscal 1999, sales made through our web site. The
    comparable store sales data for fiscal 2001 compares corresponding 52 week
    periods ending January 27, 2001 and January 29, 2000, respectively.

                                       17
<Page>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    THE FOLLOWING SHOULD BE READ IN CONNECTION WITH OUR CONSOLIDATED FINANCIAL
STATEMENTS AND THEIR NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS.

GENERAL

    We believe we are among the world's largest specialty retailers of
electronic games. As of July 7, 2001, we operated 789 stores, primarily under
the names Electronics Boutique and EB GameWorld, in the United States, Canada,
Australia, New Zealand, Denmark, South Korea and Norway. We also operate a
commercial web site under the URL address WWW.EBGAMES.COM. We sell video game
hardware and software, PC entertainment software and related accessories and
products. We also provide management services to, and receive management fees
from, EB-UK, which operates electronic games stores and department store-based
concessions in the United Kingdom, Ireland and Sweden. We are a holding company
and do not have any significant assets or liabilities, other than all of the
outstanding capital stock of our subsidiaries.

    We depend on the introduction of new and enhanced products to support sales
growth. During fiscal 2001, electronic game consumers anticipated the launch of
Sony's PlayStation 2. As a result, we believe consumers purchased fewer
alternative products in the months prior to the launch of PlayStation 2. Sony
delayed its planned introduction of PlayStation 2 and was unable to deliver all
of the units that were anticipated prior to the holiday selling season,
resulting in a decline in our operating performance for the fourth quarter of
fiscal 2001.

    Our fiscal year ends on the Saturday nearest January 31. Accordingly, the
financial statements for our fiscal year 2001 ended February 3, 2001 include 53
weeks of operations and the financial statements for our fiscal year 2000 ended
January 29, 2000 and our fiscal year 1999 ended January 30, 1999 each includes
52 weeks of operations.

RESULTS OF OPERATIONS

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

<Table>
<Caption>
                                                       FISCAL YEAR ENDED                 13 WEEKS ENDED
                                            ---------------------------------------   --------------------
                                            JANUARY 30,   JANUARY 29,   FEBRUARY 3,   APRIL 29,    MAY 5,
                                               1999          2000          2001         2000        2001
                                            -----------   -----------   -----------   ---------   --------
<S>                                         <C>           <C>           <C>           <C>         <C>
Net sales.................................      99.4%         99.3%         99.4%        99.4%      99.5%
Management fees...........................       0.6           0.7           0.6          0.6        0.5
                                               -----         -----         -----        -----     ------
Total revenues............................     100.0         100.0         100.0        100.0      100.0
Cost of goods sold........................      75.3          75.0          76.6         74.5       76.8
                                               -----         -----         -----        -----     ------
Gross profit..............................      24.7          25.0          23.4         25.5       23.2
Selling, general and administration.......      17.4          18.3          18.7         21.3       22.3
Depreciation and amortization.............       1.7           1.7           2.1          2.3        2.5
                                               -----         -----         -----        -----     ------
Income (loss) from operations.............       5.6           5.0           2.6          1.9       (1.6)
Other income..............................        --            --           0.2           --         --
Interest expense (income), net............       0.1          (0.2)         (0.4)        (0.7)      (0.3)
                                               -----         -----         -----        -----     ------
Income (loss) before income taxes.........       5.5           5.2           3.2          2.6       (1.3)
Income tax expense (benefit)..............       2.0           2.1           1.3          1.0       (0.5)
                                               -----         -----         -----        -----     ------
Net income (loss).........................       3.5%          3.1%          1.9%         1.6%      (0.8)%
                                               =====         =====         =====        =====     ======
</Table>

                                       18
<Page>
THIRTEEN WEEKS ENDED MAY 5, 2001 COMPARED TO THIRTEEN WEEKS ENDED APRIL 29, 2000

    Net sales increased by 18.8% from $150.6 million in the thirteen weeks ended
April 29, 2000 to $178.9 million in the thirteen weeks ended May 5, 2001. The
increase in net sales was primarily attributable to a 14.3% increase in
comparable store sales and the additional sales volume resulting from 135 net
new stores opened since April 29, 2000. The increase in comparable store sales
was primarily due to positive sales derived from PlayStation 2 hardware,
software and accessories, which were partially offset by reductions in sales of
Dreamcast, PlayStation one, Nintendo 64 software and Pokemon trading cards from
the same quarter a year ago.

    Management fees increased by 4.1% from $925,000 in the thirteen weeks ended
April 29, 2000 to $963,000 in the thirteen weeks ended May 5, 2001. The increase
was attributable to additional fees earned from EB-UK, which were partially
offset by the elimination of fees earned under a consulting agreement with
Borders Group, Inc.

    Cost of goods sold increased by 22.4% from $112.9 million in the thirteen
weeks ended April 29, 2000 to $138.1 million in the thirteen weeks ended May 5,
2001. As a percentage of net sales, cost of goods sold increased from 75.0% in
the thirteen weeks ended April 29, 2000 to 77.2% in the thirteen weeks ended
May 5, 2001. The increase in cost of goods sold as a percentage of net sales was
primarily attributable to increased sales of lower margin video game hardware
and lower sales of higher margin Pokemon products. The increase was partially
offset by lower freight costs as a percentage of net sales.

    Selling, general and administrative expense increased by 24.6% from
$32.1 million in the thirteen weeks ended April 29, 2000 to $40.0 million in the
thirteen weeks ended May 5, 2001. As a percentage of total revenues, selling,
general and administrative expense increased from 21.3% in the thirteen weeks
ended April 29, 2000 to 22.3% in the thirteen weeks ended May 5, 2001. The
$7.9 million increase was primarily attributable to the increase in our domestic
and international store base and the associated increases in store,
distribution, and headquarter operating expenses. The increase in selling,
general and administrative expense as a percentage of total revenues was
primarily attributable to the impact of the above factors on operating expenses,
partially offset by the increase in net sales.

    Depreciation and amortization expense increased by 28.7% from $3.5 million
in the thirteen weeks ended April 29, 2000 to $4.6 million in the thirteen weeks
ended May 5, 2001. This increase was primarily attributable to capitalized
expenditures for leasehold improvements and furniture and fixtures for new store
openings, remodeling of existing stores, new distribution centers and software
depreciation.

    Operating income (loss) decreased by $5.8 million from income of
$2.9 million in the thirteen weeks ended April 29, 2000 to a loss of
$2.8 million in the thirteen weeks ended May 5, 2001. As a percentage of total
revenues, operating income (loss) decreased from 1.9% in the thirteen weeks
ended April 29, 2000 to (1.6)% in the thirteen weeks ended May 5, 2001, as a
result of the increase in cost of goods sold, operating expenses and
depreciation and amortization expense as a percentage of total revenues.

    Interest income, net, decreased by 53% from $1.0 million in the thirteen
weeks ended April 29, 2000 to $0.5 million in the thirteen weeks ended May 5,
2001. The decrease was attributable to lower cash balances and declining
interest rates on short-term investments.

    As a result of all the above factors, our income (loss) before income taxes
decreased by $6.3 million from income of $4.0 million in the thirteen weeks
ended April 29, 2000, to a loss of $2.4 million in the thirteen weeks ended
May 5, 2001.

    Income tax expense (benefit) decreased from a tax expense of $1.6 million in
the thirteen weeks ended April 29, 2000 to a benefit of $0.9 million in the
thirteen weeks ended May 5, 2001. As a percentage of income (loss) before income
taxes, income tax expense (benefit) remained constant at 39.7% in the thirteen
weeks ended April 29, 2000 to the thirteen weeks ended May 5, 2001.

                                       19
<Page>
FISCAL 2001 COMPARED TO FISCAL 2000

    Net sales (including shipping and handling fees) increased by 5.6% from
$725.5 million in fiscal 2000 to $766.3 million in fiscal 2001. The increase in
net sales was primarily attributable to the additional sales volume from 118 net
new stores opened during fiscal 2001 and because fiscal 2001 included 53 weeks
of net sales compared to 52 weeks in fiscal 2000. Offsetting the increase was a
decrease in comparable stores sales of 4.5% for the 52 week period ending
January 27, 2001. Comparable store sales were negatively impacted primarily by
declines in sales of PlayStation one software, Pokemon related toys and trading
cards, and PC education and productivity software, which was partially offset by
increases in new generation video game hardware and software for the Sega
Dreamcast and PlayStation 2 and Game Boy software.

    Management fees decreased 9.2% from $4.9 million in fiscal 2000 to
$4.4 million in fiscal 2001. The decrease was primarily attributable to no
performance bonus being earned in fiscal 2001 under a consulting agreement with
Borders Group, Inc. whereas $791,000 was recorded in fiscal 2000. In addition,
lower fees were earned in fiscal 2001 under this agreement as fewer stores were
managed in the last year of this agreement. As of February 3, 2001 the contract
expired as the remaining store leases ended in January 2001. Offsetting these
decreases were additional management fees earned from EB-UK in fiscal 2001 of
$516,000 due to increased sales by EB-UK.

    Cost of goods sold increased by 7.7% from $548.2 million in fiscal 2000 to
$590.4 million in fiscal 2001. As a percentage of net sales, cost of goods sold
increased from 75.6% in fiscal 2000 to 77.0% in fiscal 2001. The increase in
cost of goods sold, as a percentage of net sales was primarily attributable to
several factors such as an increase in low margin video hardware sales,
particularly Sega Dreamcast and Sony PlayStation 2, a decrease in sales of high
margin Pokemon related toys and trading cards, and a decrease in the gross
margin on video game software. In addition, freight expense as a percentage of
net sales increased due to the higher cost of shipping large quantities of video
game hardware than in the prior year and the expediting of strong selling goods
to stores to achieve maximum sell-through.

    Selling, general and administrative expense increased 8.2% from
$133.5 million in fiscal 2000 to $144.5 million in fiscal 2001. As a percentage
of total revenues, selling, general and administrative expense increased from
18.3% in fiscal 2000 to 18.7% in fiscal 2001. The $11 million increase was
primarily attributable to the increase in our domestic and international stores
base and the associated increases in store, distribution, and headquarter
expenses, which was partially offset by an increase in promotional and marketing
reimbursements. The increase in selling, general, and administrative expense as
a percentage of total revenues was primarily attributable to the increase in
operating expenses for the factors noted above and the decline in comparable
store sales, partially offset by an increase in overall net sales due to the
additional new stores.

    Depreciation and amortization expense increased by 29.1% from $12.3 million
in fiscal 2000 to $15.9 million in fiscal 2001. The increase was primarily
attributable to capitalized expenditures for leasehold improvements and
furniture and fixtures for new store openings, remodeling of existing stores,
and leasehold improvements, furniture and fixtures, and computer software at
corporate headquarters. In addition, in fiscal 2001 we purchased our corporate
headquarters and distribution facility in West Chester, Pennsylvania, relocated
to a larger distribution facility in Louisville, Kentucky, and built new
distribution and office facilities in Australia and Canada.

    Operating income decreased by 45.0% from $36.4 million in fiscal 2000 to
$20.0 million in fiscal 2001. As a percentage of total revenues, operating
income decreased from 5.0% in fiscal 2000 to 2.6% in fiscal 2001, due to the
increases in cost of goods sold and selling, general and administrative expense
as a percentage of total revenues.

    Other income of $1.6 million was recorded in fiscal 2001. This income was
the result of a termination fee on the acquisition of Funco, Inc. of
$3.5 million, net of associated expenses of $1.9 million.

                                       20
<Page>
    Interest income, net, increased by 117% from $1.4 million in fiscal 2000 to
$3.1 million in fiscal 2001. The increase was primarily due to income earned on
short-term investments of the proceeds from our secondary offering completed in
November 1999.

    As a result of all the above factors, our income before income taxes
decreased by 34.8% from $37.8 million in fiscal 2000 to $24.7 million in fiscal
2001.

    Income tax expense decreased by 34.8% from $15.0 million in fiscal 2000 to
$9.8 million in fiscal 2001. As a percentage of pre-tax income, income tax
expense remained at 39.7% in both fiscal 2001 and fiscal 2000.

FISCAL 2000 COMPARED TO FISCAL 1999

    Net sales increased by 27.1% from $571.0 million in fiscal 1999 to
$725.5 million in fiscal 2000. The increase in net sales was primarily
attributable to an 11.6% increase in comparable store sales, which resulted in a
$65.1 million increase in net sales, and the additional sales volume
attributable to 91 net new stores opened during fiscal 2000. Comparable store
sales were positively impacted primarily by the release of the Sega Dreamcast
console system in the third fiscal quarter, which was supported by a strong
supply of software titles through the end of the fiscal year. In addition,
throughout the year there was a strong demand for Nintendo Game Boy software and
hardware as well as toy categories including software related action figures and
Pokemon trading cards.

    Management fees increased 43.1% from $3.4 million in fiscal 1999 to
$4.9 million in fiscal 2000. The increase was primarily attributable to
additional management fees earned from EB-UK on the sales of a newly acquired
competitor which occurred in May 1999 and to a $543,000 performance fee earned
for fiscal 2000 and an additional $248,000 performance fee earned for fiscal
1999 and recorded in fiscal 2000 under the consulting agreement with Borders
Group, Inc.

    Cost of goods sold increased by 26.8% from $432.3 million in fiscal 1999 to
$548.2 million in fiscal 2000. As a percentage of net sales, cost of goods sold
decreased from 75.7% in fiscal 1999 to 75.6% in fiscal 2000. The decrease in
cost of goods sold as a percentage of net sales was primarily attributable to
increases in sales of Nintendo Game Boy software and hardware, Pokemon trading
cards toys and software related action figures that carry higher overall margins
than the console video game category.

    Selling, general and administrative expense increased by 33.6% from
$100.0 million in fiscal 1999 to $133.5 million in fiscal 2000. As a percentage
of total revenues, selling, general and administrative expense increased from
17.4% in fiscal 1999 to 18.3% in fiscal 2000. The $33.5 million increase was
primarily attributable to the increase in our domestic and international store
base and the associated increases in store, distribution, and headquarter
operating expenses, which was partially offset by an increase in promotional and
marketing reimbursements. In addition, $10.7 million was incurred in connection
with an advertising and promotional campaign that began in the third quarter of
fiscal 2000 primarily for our e-commerce business. The increase in selling,
general and administrative expense as a percentage of total revenues was
primarily attributable to the expenses associated with the advertising and
promotional campaign in addition to other increases in operating expenses,
partially offset by the increase in net sales.

    Depreciation and amortization expense increased by 25.6% from $9.8 million
in fiscal 1999 to $12.3 million in fiscal 2000. This increase was primarily
attributable to capitalized expenditures for leasehold improvements and
furniture and fixtures for new store openings, remodeling of existing stores,
for leasehold improvements and furniture and fixtures at corporate headquarters.

    Operating income increased by 12.3% from $32.4 million in fiscal 1999 to
$36.4 million in fiscal 2000. As a percentage of total revenues, operating
income decreased from 5.6% in fiscal 1999 to 5.0% in fiscal 2000, as the
decrease in cost of goods sold as a percentage of total revenues was more than
offset by the increase in selling, general and administrative expenses as a
percentage of total revenues.

    Interest expense, net, improved from an expense of $0.3 million in fiscal
1999 to income of $1.4 million in fiscal 2000. The change was primarily
attributable to interest income earned from

                                       21
<Page>
investing excess cash in short term investments from the secondary offering in
November 1999 and to the repayment of our debt with the proceeds of the initial
public offering in fiscal 1999.

    As a result of all the above factors, our income before income taxes
increased by 18.3% from $32.0 million in fiscal 1999 to $37.8 million in fiscal
2000.

    Income tax expense increased from $11.7 million in fiscal 1999 to
$15.0 million in fiscal 2000. As a percentage of pre-tax income, income tax
expense increased from 36.6% in fiscal 1999 to 39.7% in fiscal 2000. The
increase as a percentage of pre-tax income was due to us being taxed in fiscal
2000 as a "C" corporation, whereas income in fiscal 1999 prior to the initial
public offering on July 28, 1998 was taxed as an "S" corporation.

LIQUIDITY AND CAPITAL RESOURCES

    We have historically financed our operations through a combination of cash
generated from operations and bank debt. On March 16, 1998, our predecessor
entered into a loan and security agreement with Fleet Capital Corporation,
pursuant to which Fleet agreed to make available a revolving credit facility in
an amount up to $50.0 million. This revolving credit facility was assigned to us
and automatically renews for one-year terms unless terminated. Interest accrues
on borrowings at a per annum rate equal to either LIBOR plus 250 basis points or
Fleet's base rate of interest, at our option. The loan is secured by a
substantial portion of our current and future business assets, including
accounts receivable, inventory, equipment and fixtures, and is guaranteed by
several of our subsidiaries. The loan agreement contains covenants typical for a
secured credit facility, including covenants relating to net worth and cash
flow, and covenants prohibiting us from creating liens and, when less than
$3.5 million remains available under the facility, from issuing dividends,
incurring additional indebtedness for borrowed money, engaging in mergers and
acquisitions, selling assets, making investments and engaging in transactions
with affiliates. Under our credit facility with Fleet, if the Kim family does
not own, indirectly through EB Nevada Inc., at least 25% of our outstanding
capital stock, we may be declared in default under the credit facility. At
May 5, 2001 we had no borrowings under our credit facility.

    We used $23.6 million of cash from operations in the thirteen-week period
ended May 5, 2001 and used $21.0 million of cash from operations during the
thirteen weeks ended April 29, 2000. The $23.6 million of cash used in
operations in the current year period was primarily the result of payment of
accounts payable, accrued expenses and income taxes payable that were
outstanding at the end of the prior fiscal year, the purchase of inventory, and
the net loss for the period, partially offset by non-cash charges to net loss
and collections of accounts receivable. The $21.0 million of cash used in
operations in last year's period was primarily the result of an increase in
merchandise inventories, payment of accounts payable, accrued expenses and
income taxes payable that were outstanding at the end of the fiscal year,
partially offset by cash generated from net income and non-cash charges to net
income.

    We made capital expenditures of $5.6 million in the thirteen weeks ended
May 5, 2001, primarily to open new stores and remodel existing stores, and at
our headquarters and distribution centers. We made capital expenditures of
$7.2 million in the thirteen weeks ended April 29, 2000, primarily to open new
stores and remodel existing stores and at our headquarters and distribution
centers, and for the purchase of land on which new distribution centers were
built last year in Canada and Australia.

    We believe that cash generated from our operating activities, available bank
borrowings and this offering will be sufficient to fund our operations and
domestic and international store expansion programs.

IMPACT OF INFLATION

    We do not believe that inflation has had a material effect on our net sales
or results of operations.

                                       22
<Page>
RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" as
amended by SFAS 137 and SFAS 138. This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measures those
instruments at fair value. As required, we adopted SFAS 133 as amended in the
first quarter of fiscal year 2002. The adoption of this standard did not
materially impact our results of operations, financial condition or long-term
liquidity.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We invest cash balances in excess of operating requirements in short-term
investment grade securities, generally with maturities of 90 days or less. In
addition, our revolving credit facility provides for borrowings which bear
interest at variable rates based on either the bank's base rate or LIBOR plus
250 basis points. We had no borrowings outstanding pursuant to the revolving
credit facility as of May 5, 2001. We believe that the effect, if any, of
reasonably possible near-term changes in interest rates on our financial
position, results of operations, and cash flows should not be material.

    We have retail operations in various foreign countries including Canada,
Australia, New Zealand and South Korea. We are subject to currency exchange rate
and currency devaluation risks due to these operations. Since approximately 86%
of our net sales are domestic, we do not believe that currency exchange rate
fluctuations would have a material adverse effect on our results of operations
and financial condition. As of May 5, 2001, we had forward contracts to sell
Canadian dollars for U.S. dollars totaling $11,400,000, with a fair value of
approximately $32,000. These contracts were entered into as fair value hedges of
intercompany loans. We recorded an immaterial amount of net loss related to
hedge ineffectiveness in the quarter. The net loss is recorded in selling,
general and administrative expense. One contract for $4,500,000 expired in
May 2001 and the remaining contracts for $6,900,000 expire in December 2001. We
intend to monitor our exposure to these risks and reevaluate our hedging
strategies as appropriate.

SEASONALITY AND QUARTERLY RESULTS

    Our business, like that of most retailers, is highly seasonal. A significant
portion of our net sales, management fees and profits are generated during our
fourth fiscal quarter, which includes the holiday selling season. Results for
any quarter are not necessarily indicative of the results that may be achieved
for a full fiscal year. Quarterly results may fluctuate materially depending
upon, among other factors, the timing of new product introductions and new store
openings, net sales contributed by new stores, increases or decreases in
comparable store sales, adverse weather conditions, shifts in the timing of
certain holidays or promotions and changes in our merchandise mix.

    The following table sets forth certain unaudited quarterly income statement
information for fiscal 2000 and fiscal 2001. The unaudited quarterly information
includes all normal recurring adjustments that management considers necessary
for a fair presentation of the information shown.

<Table>
<Caption>
                                                  FISCAL                                      FISCAL                      FISCAL
                                                   2000                                        2001                        2002
                                 -----------------------------------------   -----------------------------------------   --------
                                   1ST        2ND        3RD        4TH        1ST        2ND        3RD        4TH        1ST
                                 QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER
                                 --------   --------   --------   --------   --------   --------   --------   --------   --------
                                                (IN THOUSANDS, EXCEPT FOR NUMBER OF STORES AND PER SHARE AMOUNTS)
<S>                              <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Total revenues.................  $123,845   $113,272   $177,751   $315,526   $151,479   $126,128   $159,166   $333,987   $179,860
Gross profit...................    33,167     30,756     41,430     76,870     38,592     31,658     36,936     73,152     41,734
Operating income (loss)........     4,435        941      6,291     24,744      2,938     (5,633)     1,950     20,761     (2,842)
Net income (loss)..............     2,873        549      3,864     15,545      2,404     (2,006)     1,394     13,080     (1,418)
Earnings (loss) per share
  --Basic......................  $   0.14   $   0.03   $   0.19   $   0.72   $   0.11   $  (0.09)  $   0.06   $   0.59   $  (0.06)
  --Diluted....................      0.14       0.03       0.19       0.71       0.11      (0.09)      0.06       0.58      (0.06)
Stores open at quarter end.....       550        564        595        619        628        645        694        737        763
</Table>

    A gain of $1.6 million resulting from the termination fee on the acquisition
of Funco, Inc. was recorded in other income in the second quarter of fiscal
2001.

                                       23
<Page>
                                    BUSINESS

GENERAL

    We believe we are among the world's largest specialty retailers of
electronic games. As of July 7, 2001, we operated 789 stores, primarily under
the names Electronics Boutique and EB GameWorld, in the United States, Canada,
Australia, New Zealand, Denmark, South Korea and Norway. We also operate a
commercial web site under the URL address WWW.EBGAMES.COM. We sell video game
hardware and software, PC entertainment software and related accessories and
products. Our compound annual growth rates for sales and pre-tax net income from
fiscal 1997 to fiscal 2001 were 22.8% and 30.7%, respectively.

    The electronic game industry is an approximately $7 billion market in the
United States that has grown at a compound annual growth rate of 18.5% over the
last five years. According to International Development Group, a leading market
research firm in our industry, this industry is projected to grow at an annual
rate of approximately 25% for the next two years primarily as a result of the
large number of expected introductions and roll-outs of new video game hardware
systems. The introductions of Sony's PlayStation 2 in late 2000 and Nintendo's
Game Boy Advance in June 2001, as well as the anticipated introduction of
Nintendo's GameCube and Microsoft's Xbox in the fourth quarter of 2001,
represent the most significant video game hardware introductions since 1996.
These introductions are anticipated to increase substantially the installed base
of video game hardware units and drive growth in the software segment. We
believe our position as the destination of choice for the electronic game
enthusiast will enable us to benefit from this rapid industry growth.

    We serve the electronic game enthusiast who demands immediate access to new
release titles and who generally purchases more video game titles and PC
entertainment software than the average electronic game consumer. As a result,
we believe our tie ratio of sales of software units to hardware units sold is
consistently above the industry average. We believe that we attract the
electronic game enthusiast due to our:

    - specialty store focus on the electronic game segment;

    - ability to stock sought-after new releases;

    - breadth of product selection; and

    - knowledgeable sales associates.

    We believe that our vendors recognize the importance of our electronic game
enthusiast customer base and, consequently, often grant us disproportionately
large allocations of new release titles and products. We have developed a highly
effective centralized inventory management system which enables us to execute
our "first to market" new release strategy and efficiently manage overall
inventory levels in order to maximize the sale of new products during peak
periods and avoid markdowns as titles mature.

INDUSTRY OVERVIEW

    The electronic game industry is segmented into two primary product
categories, video games and PC entertainment software.

    VIDEO GAMES.  Domestic retail sales of video game titles and hardware were
approximately $5.6 billion in 2000 and, according to International Development
Group, are expected to grow approximately 30% annually for the next two years
due to the introduction of several new hardware platforms. Growth in the
industry has been driven by continued improvements in systems technology,
substantial growth in the number of titles available across game categories and
the emergence of well-capitalized software publishers with significant
advertising budgets to support new releases.

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Enhanced technological features of new hardware platforms expand gaming
capabilities, encourage existing players to upgrade their hardware platforms and
attract new video game players to purchase their first systems.

    From 1996 to September 1999, the video game market was dominated by two
manufacturers, Nintendo and Sony, each of which manufactures proprietary
hardware. Sony introduced the PlayStation in 1995 and Nintendo introduced the
Nintendo 64 in 1996. In September 1999, Sega introduced the Sega Dreamcast. In
October 2000, Sony introduced the PlayStation 2, which represented a significant
improvement in graphics, processing power and audio quality over the systems in
use at the time. Nintendo introduced the Game Boy Advance, the successor to the
highly successful Game Boy, in June 2001. Nintendo's GameCube console, planned
for introduction early in the fourth calendar quarter of 2001, is also expected
to feature significant performance enhancements over the current Nintendo 64
system and will be based on CD technology as compared to the current
cartridge-based technology. Microsoft's Xbox, also scheduled for launch early in
the fourth calendar quarter of 2001, is expected to provide advanced graphics as
well as Internet connectivity. We believe that the Game Boy Advance, the
PlayStation 2 and the expected introductions of Nintendo's GameCube and
Microsoft's Xbox represent the beginning of a new expansion cycle for the
electronic game industry.

    At year end 2000, the installed base of video game hardware systems in the
United States totaled approximately 24.9 million Sony PlayStation units,
15.7 million Nintendo 64 units, 2.4 million Sega Dreamcast units, and
32.0 million Game Boy Color units. Hardware manufacturers and third-party
publishers produce a wide range of game titles for each of these major hardware
systems. In addition, according to NPD Group, Inc., a market research firm,
sales of video game systems accessories are estimated to be approximately
$700 million in 2001.

    PC ENTERTAINMENT SOFTWARE.  Domestic retail sales of PC entertainment
software were approximately $1.4 billion in 2000 and, according to International
Development Group, are expected to grow at approximately 3% annually over the
next several years. PC entertainment software is generally sold in the form of
CD-Roms and played on multimedia PCs featuring fast processors, expanded
memories, and enhanced graphics and audio capabilities. The domestic installed
base of multimedia PCs has increased from approximately 14.0 million units in
1995 to approximately 50.7 million units in 2000.

    CUSTOMERS.  We believe the typical electronic game consumer is male, between
the ages of 14 and 34, and lives in a household with an annual income in excess
of $50,000. According to a joint study conducted by us and Imagine Media, a
publisher of interactive entertainment magazines and web sites, owners of video
game hardware systems purchase an average of 3.2 game titles per year. We
believe that our core customer, the electronic game enthusiast, owns multiple
video game hardware systems and purchases significantly more game titles per
year than the average electronic game consumer. In addition, many electronic
game players purchase PC entertainment software as well as video game titles.

COMPETITIVE STRENGTHS

    We seek to enhance our position as one of the world's largest specialty
retailers of video game titles and PC entertainment software by focusing on the
following:

    BREADTH OF TITLE SELECTION.  We offer our customers an extensive selection
of video game titles and PC entertainment software at competitive prices. Our
typical store offers over 1,000 titles at any given time from over 75 video game
and PC entertainment software vendors. Most of these titles are also available
on our web site. We continuously update our title selection in each store to
reflect the tastes and buying patterns of the store's local market. We carry
game titles, which are compatible with all major video game hardware systems and
PCs. In addition to video game titles and PC entertainment software, we offer a
complementary line of productivity and educational software and PC and video

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game accessories and peripheral products, including graphics accelerators,
joysticks, memory cards, books and magazines. By offering all major video game
hardware systems and providing a broad but focused assortment of electronic game
software and accessories, we seek to establish our stores and web site as the
destination of choice for electronic game enthusiasts.

    IMMEDIATE AVAILABILITY OF NEW RELEASES.  We strive to be the first in our
markets to offer new video game and PC entertainment software titles upon their
release. We believe that vendors recognize the importance of our electronic game
enthusiast customer base and, consequently, often grant us disproportionately
large allocations of new release products. Our inventory management systems then
rapidly move the products from our distribution centers to our stores. New
release titles are often preceded by substantial publicity in the form of print
advertisements and reviews in publications and, increasingly, are promoted
through television advertisements by the game and software publishers. This
publicity tends to create high levels of demand for new releases among
electronic game enthusiasts, often well in advance of release dates. This demand
has afforded us an important marketing opportunity to drive traffic to our
stores and our web site. To assure our customers immediate access to new
releases, we offer our customers the "EB Pre-Sell Program" through which they
can pre-order video games and PC software prior to their release for delivery
upon our receipt of the product. We also have established the "EB Reserve List,"
which entitles participants on this list to be notified when a game has arrived
in our stores. On average, we introduce 20 new game titles in our stores and on
our web site each week.

    HIGHLY EFFECTIVE INVENTORY MANAGEMENT SYSTEM.  We emphasize strict inventory
policies in order to manage approximately 2,400 SKUs, including video game
titles, PC entertainment software, video game hardware units, accessories and
related products. Our inventory management system enables us to maximize sales
of new release titles and avoid markdowns as titles mature. We minimize our
inventory risk by:

    - conducting extensive research on new release titles to forecast
      anticipated daily sell through;

    - utilizing POS polling technology to provide daily sales, margin and
      inventory reports to our merchandising staff;

    - managing inventory on a store-by-store basis to address local customer
      merchandise preferences; and

    - replenishing store level inventories daily from our automated distribution
      centers.

    In June 2000, we implemented SCORE, an advanced inventory replenishment
tool. SCORE assists us in keeping our distribution centers in stock on a broad
SKU base by forecasting demand and suggesting orders at our distribution centers
and in managing the replenishment function from our distribution centers to our
stores. The system forecasts our inventory requirements on an individual store
basis and aggregates our total requirements, resulting in improved in-stock
levels in our stores. Since we are able to more accurately forecast our product
needs, SCORE has also allowed us to reduce freight costs due to the lower number
of expedited orders to our distribution centers and to our stores. In addition,
SCORE has enabled us to stop re-ordering slow selling items sooner than we
previously did using our prior inventory management system. Our ability to react
quickly to consumer purchasing trends has reduced our active SKU count, reduced
shipping and handling costs for overstocks and reduced our need to discount
products.

    KNOWLEDGEABLE SALES ASSOCIATES.  We believe that our knowledgeable sales
associates provide us with an important competitive advantage over mass
merchants, toy retail chains and office supply, computer product and consumer
electronics superstores, all of which compete with us, but which we believe
offer lower levels of customer service in the electronic game category than we
do. Many of our sales associates are electronic game enthusiasts. In addition,
we provide all of our sales associates training

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and information on video game and PC entertainment software products, system
requirements and selling techniques. We facilitate training through
vendor-sponsored "EB University" seminars, held for store managers and field
managers, and through regularly scheduled in-store seminars for our sales
associates conducted by our District Managers. We also encourage sales
associates to learn about their customers' game preferences. With this
knowledge, sales associates introduce customers to a selection of electronic
games and accessories that may suit their preferences and advise them of pending
new releases suited to their expressed interests, thereby enhancing our
customers' overall game experience.

    DISCIPLINED STORE OPERATIONS.  Our management team exercises significant
control over all aspects of our store operations, including product research,
purchasing, distribution, site selection, store development, POS financial
reporting and sales training. We believe that this commitment to operational
control enables us to:

    - generate positive cash flow in substantially all of our stores;

    - identify opportunities to improve store productivity quickly; and

    - react to shifts in product pricing and consumer purchasing trends.

    VALUE PRICING.  In an effort to offer maximum value to our customers and
discourage comparison shopping, we maintain an "everyday low price" policy on
advertised merchandise. We complement this policy with an extensive selection of
merchandise and a high level of customer service.

    LEADERSHIP IN E-BUSINESS.  We believe that our customers are generally more
familiar with the Internet and with online retailing than the average consumer,
giving us the opportunity to interact with our customers through online
applications. We have designed our web site to serve our customers by providing
product reviews, access to new releases, user-friendly online purchasing and the
ability to pre-order video games and PC entertainment software. In addition, we
are among the first retailers to offer a games-on-demand service focused on
providing online streaming video of new release titles to households with
broadband Internet capability.

GROWTH STRATEGY

    NEW STORE EXPANSION.  We believe that there is an opportunity for
significant new store growth domestically and internationally. Over the last
four fiscal years we have doubled our store base. We plan to open approximately
175 net new stores in fiscal 2002 and approximately 200 net new stores in fiscal
2003.

        DOMESTIC OPPORTUNITY.  We plan to open approximately 135 net new stores
    in fiscal 2002 in the United States. We plan to continue to open stores
    under our Electronics Boutique format in selected malls. In addition, we
    plan to accelerate the growth of the EB GameWorld format which will be
    located primarily in urban areas, central business districts and strip and
    power shopping centers. We expect our EB GameWorld stores to require lower
    initial investments, generate higher gross margins and have a lower
    operating cost structure than our mall-based stores. EB GameWorld stores,
    which carry a wider assortment of pre-owned electronic games, target the
    more value conscious electronic game enthusiast.

        INTERNATIONAL OPPORTUNITY.  We opened our first store in Canada in 1993,
    in Australia in 1997 and in New Zealand in 2000. In these international
    markets, we operated 154 stores as of July 7, 2001 and plan to open
    approximately 40 net new stores in fiscal 2002. We believe that our current
    international presence will enable us to leverage our existing distribution
    and management infrastructure for further expansion. In fiscal 2002, we have
    begun to put in place a store expansion program for continental Europe which
    includes both the acquisition of regional chains and the opening of new
    stores. In May 2001, we completed the acquisition of eight stores in Denmark
    and Norway, which will serve as a foundation for our expansion in
    Scandinavia. The

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    electronic games market in continental Europe is approximately $4.8 billion
    in size, has consumer demand characteristics similar to the U.S. market and,
    according to International Development Group, is expected to grow at a
    faster rate than the U.S. market. We believe retail competition in the
    electronic game industry is weaker throughout continental Europe than in the
    United States because there are very few specialty electronic game retail
    chains in continental Europe and the existing specialty chains are small and
    undercapitalized, with little or no investment in distribution and
    information systems. Today, most electronic games are sold in Europe through
    general merchandise stores that offer less service and a smaller product
    selection than our stores. We believe that our store model, merchandising
    expertise and strong vendor relationships should enable us to gain
    significant market share in our targeted continental European markets over
    the next several years. Our risk factor entitled "Our services agreement
    with EB-UK restricts our ability to expand our business in Europe and we
    could become involved in further litigation with EB-UK which could adversely
    affect our business" provides more information regarding our relationship
    with EB-UK and the limitations on our ability to expand into Europe.

    EXPANSION OF ONLINE RETAILING.  We believe that our core customer tends to
be an Internet user, and we strive to meet their needs through our web site,
WWW.EBGAMES.COM, which provides product reviews, access to new release titles,
user-friendly online purchasing, and the ability to pre-order video games and PC
entertainment software. In addition, we are among the first retailers to offer a
games-on-demand service focused on providing online streaming video of new
release titles to households with broadband Internet capability. We attract
customers to our web site through relationships with content providers, cross
promotions with electronic game publications and cost-effective print
advertising. We expect to continue to experience traffic and revenue growth on
our web site.

RETAIL OPERATIONS

    As of July 7, 2001, we operated a total of 789 stores in the United States,
Canada, Australia, New Zealand, Denmark, South Korea and Norway, primarily under
the names Electronics Boutique and EB GameWorld.

    STORE FORMATS.  Electronics Boutique stores are specialty retail stores that
offer video game hardware and game titles, PC entertainment, educational and
productivity software, and video game and PC accessories. Electronics Boutique
stores are located primarily in high traffic areas in regional shopping malls
and generally stock approximately 2,400 SKUs. The typical mall-based Electronics
Boutique store is approximately 1,200 square feet, with stores ranging in size
from 425 square feet to 2,800 square feet. In order to display most of our
products on our stores' shelves, we maintain retail selling space which averages
approximately 90% of total square footage. We believe that our Electronics
Boutique stores generate sales per square foot that are among the highest of any
mall-based retailer. As of July 7, 2001, we operated 717 Electronics Boutique
stores.

    EB GameWorld stores are generally larger stores located in urban areas,
central business districts, and strip and power shopping centers. We opened our
first EB GameWorld store in fiscal 2001 and we operated 27 EB GameWorld stores
as of July 7, 2001. EB GameWorld stores range in size from 1,250 to 2,500 square
feet, with retail selling space averaging approximately 90% of total square
footage. We believe that our EB GameWorld stores do not compete directly with
our Electronics Boutique stores due to their locations and their focus on
pre-owned electronic games.

    In addition, as of July 7, 2001, we operated 21 stores that sell sports
collectibles and memorabilia under the name BC Sports Collectibles. We believe
the customer base of BC Sports Collectibles shares many of the same demographic
characteristics as the customer base of our Electronics Boutique stores. We
generally locate BC Sports Collectibles stores in malls and strip and power
shopping centers in or

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near cities with several professional sports franchises. The stores range in
size from 1,000 to 5,000 square feet.

    We developed our EBKids store format to give parents and young children a
shopping destination for interactive and developmental toys and family-friendly,
non-violent software. We believe our EBKids merchandise appeals to children ages
2-12 years old, thereby introducing the Electronics Boutique brand name to
consumers at an early age. We opened our first EBKids store in fiscal 2000 and
operated 24 EBKids stores as of July 7, 2001.

    SITE SELECTION.  We typically locate our stores in mall and strip and power
shopping centers, and we believe that there are many suitable locations
available for future sites. Our standardized site selection criteria include:

    - lease terms;

    - population demographics;

    - traffic count;

    - store-front visibility and presence;

    - adjacencies;

    - competition; and

    - accessible parking.

    We view lease terms as the most critical element in our site selection
process. We have used our knowledge of our market areas to negotiate favorable
lease terms at many of our store locations, which has resulted in lower
occupancy costs. We regularly review the profitability and prospects of each of
our stores and evaluate whether any underperforming stores should be closed or
relocated to more desirable locations.

    STORE PRODUCTIVITY.  We strive to increase the productivity of our stores by
focusing on the following areas:

    - Inventory Management and Controls.  We use our POS and inventory
      management systems, including our automated distribution centers, to
      improve our merchandise mix and in-stock positions, increase inventory
      turns and drive down shrinkage which, at less than 0.6% of sales in fiscal
      2001, we believe is among the lowest of mall-based retailers.

    - Managing Store Payroll.  We seek to optimize store payroll expense by
      utilizing our POS reporting systems to assure the best possible match of
      sales associate floor coverage to customer traffic. In an effort to
      enhance our store payroll strategy, we utilize a system, known as
      ShopperTrak, that electronically measures store customer traffic
      throughout the day and provides us with an analysis of sales conversion
      rates by store and by sales associate. This system allows us to monitor
      and to improve our sales conversion rates.

    STORE ECONOMICS.  The average cost, net of payables, of opening a new
Electronics Boutique store in fiscal 2001 was approximately $144,000. This
included approximately $144,000 for furniture, fixtures, equipment and leasehold
improvements and $150,000 of inventory which, on average, was funded entirely
with payables. Pre-opening expenses are minimal and are included in the store's
expenses for the first month of operation.

    The average cost, net of payables, of opening a new EB GameWorld store is
expected to be approximately $78,000. This includes approximately $58,000 for
furniture, fixtures, equipment and leasehold improvements and $75,000 of
inventory of which, on average, $55,000 is expected to be

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funded with payables. Pre-opening expenses are expected to be minimal and are
included in the store's expenses for the first month of operation.

    The cost to open an international store is approximately the same in U.S.
dollars as the cost to open a domestic store. Typically, our new stores have
generated a positive store operating contribution within the first 12 months of
operations.

    STORE OPERATIONS.  We divide our North American store base (in the United
States and Canada) into 10 geographic regions, which are supervised by our
Senior Vice President of Stores, 10 Regional Vice Presidents/Directors and 60
District Managers. Each District Manager is responsible for approximately 10
stores. Our stores in Australia, New Zealand and South Korea are supervised by a
Managing Director, a District Manager and six Area Managers. Each of our stores
has a full-time manager and a full-time assistant manager in addition to hourly
sales associates, most of whom work part-time. The number of hourly sales
associates fluctuates depending on our seasonal needs. Our domestic stores are
open seven days per week and generally ten hours each day. We operate our
international stores in a manner substantially similar to our domestic stores.

ONLINE RETAILING

    In April 1999, we established a separate e-commerce subsidiary to accelerate
the growth of our Internet business. In fiscal 2001, we recorded 42.5 million
visits to our web site compared to 19.6 million in fiscal 2000. In addition,
revenues from our web site in fiscal 2001 were $25 million compared to revenues
of $14.1 million in fiscal 2000. In February 2001, we re-branded our e-commerce
web site from EBWORLD.COM to EBGAMES.COM. We expect to continue to experience
traffic and revenue growth on our web site.

    The Internet represents a logical extension of our traditional store-based
retail business. We believe that our customers are generally more familiar with
the Internet and with online retailing than the average consumer. Our own
in-store and online surveys indicate that our web site's detailed product
reviews, game previews, new release schedules, product notification services,
industry news and advanced search capabilities appeal to a significant portion
of the game enthusiast audience. We believe our purchasing power provides us
with an advantage over online-only competitors and that the breadth of our
store-based operations and the strength of our brand name differentiate
EBGAMES.COM from other online competition. EBGAMES.COM utilizes our
merchandising expertise to leverage our strong vendor relationships and provide
online customers with an extensive selection of titles. Further, EBGAMES.COM
leverages our distribution and order fulfillment capabilities, which allows us
to provide delivery of new release titles directly to consumers on the same day
they are available in our stores.

    We believe that Internet broadband technology will play an important role in
the future of online retailing. In June 2001, we launched EB1, an online
distribution mechanism which allows consumers with Internet broadband capability
to rent popular PC game titles over the Internet through online streaming video
technology. This industry-leading initiative, which represents a partnership
among us, an affiliate of Enron Broadband Services, Inc. and Into Networks, Inc.
provides us with a presence in the Internet broadband market as the adoption of
this technology grows. Under a master license and services agreement, we have
been granted a five year license to use Into Networks' IntoMedia System as the
platform for EB1 through which our customers will access and use available game
titles. Our customers can experience high quality interactive entertainment
through this new channel, which is expected to generate incremental revenue
through rental fees as well as from referrals to purchase packaged PC games
through EBGAMES.COM.

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EB-UK SERVICES AGREEMENT

    Under a services agreement with EB-UK, we provide management services for
EB-UK's stores and department store-based concessions in the United Kingdom,
Ireland and Sweden. We also license the use of the name Electronics Boutique to
EB-UK in the United Kingdom and Ireland. EB-UK is one of the leading specialty
retailers of electronic games in the United Kingdom and Ireland, operating over
300 stores. EB-UK's business strategy is substantially similar to our business
strategy.

    Under the terms of the services agreement, at the request of EB-UK, we are
required to provide management services, including assistance with ordering and
purchasing inventory, store design and acquisition, advertising, promotion,
publicity and information systems. EB-UK is responsible for the payment of fees,
payable, at our option, in cash or EB-UK stock, equal to 1.0% of EB-UK's net
sales plus a bonus calculated on the basis of net income in excess of a
pre-established target set by EB-UK. In fiscal 2001, we received approximately
$4.4 million in management fees from EB-UK. The services agreement prohibits us
from competing with EB-UK in the United Kingdom and Ireland until January 2007.
The services agreement also requires that, until January 2006, we report to
EB-UK any opportunity relating to the electronic game retailing business which
we become aware of in Europe (excluding Scandinavia) which could be made
available to EB-UK and use reasonable endeavors to procure that each and every
such opportunity is first offered to EB-UK, on the same terms, including as to
cost. EB-UK's right to use the Electronics Boutique name terminates six months
after the services agreement expires in January 2006.

PRODUCTS

    Our product line consists of video game titles, PC entertainment software
titles, video game hardware systems, related products and toys, trading cards,
and accessories. We also market selected PC productivity and educational
software titles. Our in-store inventory at any given time consists of
approximately 2,400 SKUs.

    VIDEO GAME TITLES AND PC ENTERTAINMENT SOFTWARE.  We carry over 500 video
game titles (excluding pre-owned games) and over 500 PC entertainment software
titles at any given time. We purchase video game titles directly from the
leading manufacturers, which include Nintendo, Sega and Sony, as well as a
variety of third-party game publishers, such as Electronic Arts, Inc., THQ Inc.
and Activision, Inc. We are one of the largest domestic customers of video game
products sold by these publishers. We currently purchase titles from over 75
vendors. We market electronic games across a variety of genres, including
Action, Strategy, Adventure/Role Playing, Simulation, Sports, Children's
Entertainment and Family Entertainment. We maintain a broad selection of popular
new release titles, which we define as titles that have been available for less
than six weeks from the date of their release.

    PRE-OWNED ELECTRONIC GAMES.  Video game software has a useful life of
thousands of plays. As a result of the proliferation of new titles and the
tendency of electronic game players to seek new game challenges after mastering
a particular title, a growing market for pre-owned video game titles has
evolved. We carry approximately 600 pre-owned titles in a typical Electronics
Boutique store. We allow customers to trade in pre-owned games in our stores,
and we operate an in-house reclamation center where these trade-ins can be
tested, cleaned, relabeled, repackaged, repriced and redistributed back to the
stores. These trade-ins are then resold in our stores at a discount to the price
of new releases. Sales of pre-owned video game titles generate significantly
higher margins than new titles, and we believe their availability in our stores
attracts our core game enthusiast customer.

    VIDEO GAME HARDWARE.  We offer the video game hardware systems of all major
manufacturers, including Sony's PlayStation 2 and PlayStation one, the Nintendo
Game Boy and the new Nintendo Game Boy Advance, Nintendo 64 and the Sega
Dreamcast. Due to our strong relationships with the publishers, we often receive
disproportionately large allocations of new release hardware products

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which is an important component of our strategy to be the destination of choice
for electronic game enthusiasts. We believe that selling video game hardware
increases store traffic and promotes customer loyalty, leading to increased
sales of video game titles, which typically have higher gross margins than video
game hardware systems. We also offer extended service agreements and extensions
of manufacturer warranties of the video game systems. We intend to offer the new
Nintendo GameCube and Microsoft Xbox systems when they are introduced later this
year.

    ACCESSORIES.  In recent years, the growing popularity of electronic games
has led to an increase in sales of accessory products, which generally have
higher gross margins than hardware and software products. Presently, we offer
over 600 accessory product SKUs, including 3-D graphics accelerators, memory
cards and joysticks. We also market instructional books on the most popular
electronic game titles.

    RELATED PRODUCTS AND TRADING CARDS.  We offer an assortment of trading
cards, such as Pokemon and Star Wars products, that also appeal to our core
customers. We also offer action figures that are related to video game
characters.

    PC EDUCATION AND PRODUCTIVITY SOFTWARE.  In addition to our category
dominant assortment of video game and PC entertainment software titles, we offer
a complementary selection of educational, personal productivity and finance
software titles. We believe that these titles also appeal to our core customer
base.

INVENTORY MANAGEMENT AND DISTRIBUTION

    INVENTORY MANAGEMENT.  We do extensive research prior to the release of new
products and titles and carefully manage our inventory to minimize the risk
associated with introducing new products and titles. Our merchandising staff
evaluates potential products by testing many pre-release samples received from
publishers, reading game reviews, interviewing customers and store associates,
and studying vendor marketing plans. Our centralized merchandising staff also
analyzes the EB Pre-Sell Program and EB Reserve List information and other data
to estimate initial demand and the projected life cycle for a new release. We
then use our new product analyses to plan the initial purchases and allocations
among our stores and web site.

    In 2000, we implemented an advanced inventory replenishment tool, SCORE,
which was developed by nonStop Solutions Inc. SCORE provides the merchandise
staff with a greater level of detail and enables us to specifically design an
individual store inventory mix based upon a number of criteria including
history, competition, and time in transit. The system forecasts our inventory
requirements on an individual store basis and aggregates our total requirements,
resulting in improved in-stock levels in our stores. Since we are able to more
accurately forecast our product needs, SCORE has allowed us to reduce freight
costs by reducing the number of expedited orders to our distribution centers and
to our stores. In addition, SCORE has enabled us to stop re-ordering slow
selling items sooner than we did using our prior inventory management system.
Our ability to react quickly to consumer purchasing trends has reduced our
active SKU count, reduced shipping and handling costs for overstocks and reduced
our need to discount products.

    DISTRIBUTION.  We currently operate three distribution centers in the United
States, each of which focuses on separate components of our business. Our 97,500
square foot facility in West Chester, Pennsylvania handles staple products and
online fulfillment. Our 80,000 square foot distribution center in West Chester,
Pennsylvania handles returns and reclamation along with distribution for EBKids
and BC Sports Collectibles. Our 200,000 square foot distribution center in
Louisville, Kentucky supports flow-through operations on new releases, top
selling products and online fulfillment. In 2000, we expanded our international
distribution capabilities by building a 120,000 square foot facility in Canada
and a 70,000 square foot facility in Australia. These facilities allow us to
replenish our stores on a daily

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basis, thereby reducing inventory levels and increasing inventory turns, while
supporting our "first to market" new-release strategy. Our rapid processing
capability in our distribution centers is facilitated by several advanced
inventory management technologies, including paperless picking and radio
frequency support. Our ability to rapidly process incoming shipments of new
release titles quickly and distribute them to all of our stores by the next
morning enables us to meet peak demand. In 2000, we also implemented a new
warehouse management system, LogPro, in our domestic distribution centers. This
planning tool enables us to make more efficient use of carriers, thus providing
improved productivity and labor and freight savings. We also believe that our
distribution network provides a competitive advantage for EBGAMES.COM because it
enables us to provide immediate delivery service to our online customers.

    During peak sales periods, we may enter into short-term arrangements for
additional retail distribution centers to ensure timely restocking of all of our
stores. We have also established relationships with third-party distributors to
provide additional regional distribution support for new product releases.

MARKETING

    IN-STORE PROMOTIONS.  Our Electronics Boutique stores are primarily located
in high traffic, high visibility areas in regional shopping malls. Accordingly,
our marketing efforts are designed to draw mall patrons into our stores through
the use of window displays and other attractions visible to shoppers in the mall
concourse. Inside the stores, we feature selected products through the use of
vendor displays, signs, fliers, point of purchase materials and end-cap
displays. A majority of these are funded through cooperative advertising and
market development funds from manufacturers, distributors, software publishers
and accessory suppliers to promote their respective products.

    THE EB PRE-SELL PROGRAM AND THE EB RESERVE LIST.  The EB Pre-Sell Program
offers our customers the opportunity to purchase new video games and PC software
prior to their release, and the EB Reserve List entitles participants to be
notified when a game has arrived in our stores. Customers who participate in the
EB Pre-Sell Program pay for a game prior to its release and may receive a
promotional gift in connection with the purchase (such as a t-shirt). The EB
Pre-Sell Program and the EB Reserve List enable our customers to receive a new
product on the first day it is available in our stores and on our web site and
are designed to enhance our reputation as the destination of choice for
electronic game enthusiasts.

    CATALOGS.  We publish eight or more full color catalogs each year, which
range in size from 48 to 100 pages and feature a broad array of products. The
cost of these catalogs is funded by our software, hardware and accessories
vendors. The catalogs are available in our stores and are mailed to several
hundred thousand households from our proprietary customer lists. The catalogs
are also inserted in leading industry magazines.

    EBGAMES.COM.  Our online marketing initiatives are focused on partnering
with companies that operate other web sites. These marketing initiatives enable
us to access the broad reach of the Internet at a low cost. In addition, we
place advertisements in game focused magazines and online with Snowball
(IGN.com), AOL and CNET.

    PRE-OWNED GAMES.  We use our pre-owned game program, in which we buy
pre-owned titles from customers and resell them, as a marketing tool to drive
traffic into our stores. We believe that the opportunity to trade in games and
the availability of pre-owned titles in our stores is attractive to the value
conscious electronic game enthusiast and differentiates us from most of our
competition, which do not generally accept trade-ins or offer pre-owned games.
We offer our customers a store credit for their pre-owned video game titles,
which can be applied towards the purchase of new or pre-owned

                                       33
<Page>
products. In each store, we maintain a display wall dedicated to pre-owned
merchandise which is priced at a discount to new releases.

    OTHER MARKETING PROGRAMS.  We provide our customers with a liberal return
policy. Our customers can return opened software products for a full credit
within ten days after purchase. We maintain an "everyday low price" policy. We
actively publicize our EB GameWorld stores through a variety of media, including
print, radio and selected local television advertising.

TRAINING AND DEVELOPMENT

    We place an emphasis on training and developing our sales associates and
store managers. We provide all of our sales associates training and information
on video game and PC entertainment software products, system requirements and
selling techniques. We believe that our training and developmental programs make
our sales associates and store managers more knowledgeable and enthusiastic
about our product offerings, providing us with an important competitive
advantage over mass merchants, toy retail chains and electronics and computer
superstores. Select store managers also participate in a Management Development
Program designed to prepare them for promotion within our company. Annually, all
levels of field management attend "EB University", a vendor-sponsored multiday
seminar encompassing sales training, management training, extensive product
demonstrations and a variety of team building exercises

    An executive leadership program was established in July 1999 for home office
managers and directors and field regional directors. This leadership program
challenges associates to assess our business and provides senior management with
fresh perspectives on leadership strategies for competing effectively in the
electronic game retailing industry.

MANAGEMENT INFORMATION SYSTEMS

    Our primary management information system is a customized version of the
AS400-based JDA Merchandise Management System. We have made proprietary
enhancements to this program, which enable us to analyze total, comparative and
new store sales and inventory data at the company, region, district, and store
levels.

    Our improvements to the program have enhanced our ability to analyze top
selling items, new release sales and gross margin item rankings. We operate our
own proprietary store POS and back office systems and believe this provides a
strategic advantage by allowing us to make enhancements to meet business
opportunities quickly. We have integrated the ShopperTrak customer counting
technology into our POS and our AS400 system. This combination of technology
provides centralized access to store traffic and sales conversion information by
store and hour at our store locations.

    In fiscal 2001, we enhanced our capabilities for replenishment and inventory
needs forecasting with the implementation of SCORE, and for warehouse inventory
management through LogPro. These new systems allow us to keep our stores in
stock at optimum levels and move inventory as efficiently as possible.

VENDORS

    We purchase substantially all of our products directly from manufacturers
and software publishers. We believe that vendors recognize the importance of our
electronic game enthusiast customer base and, consequently, often grant us
disproportionately large allocations of new release products and titles. Our top
25 vendors accounted for approximately 79% of our purchases in fiscal 2001. Our
largest vendors in fiscal 2001 were Sony, Electronics Arts, Nintendo and Sega,
which accounted for 12.5%, 9.9%, 9.3% and 7.1%, respectively, of our net
purchases. No other vendor accounted for more than 5.0% of our software or
accessory purchases during fiscal 2001. We believe that maintaining and
strengthening our

                                       34
<Page>
long-term relationships with our vendors is essential to our operations and
continued expansion. We typically conduct business on an order-by-order basis, a
practice that is standard in the industry. We believe that we have very good
relations with the vendor community.

COMPETITION

    The electronic game industry is intensely competitive and subject to rapid
changes in consumer preferences and frequent new product introductions. We
believe that key competitive factors are:

    - ability to procure high-demand product;

    - knowledgeable service;

    - price;

    - reputation; and

    - shopping environment.

    We compete with other video game and PC software stores located in malls, as
well as with mass merchants, toy retail chains, mail-order businesses, catalogs,
direct sales by software publishers, online retailers, and office supply,
computer product and consumer electronics superstores. In addition, video games
are available for rental from many video stores. Further, other methods of
retail distribution may emerge in the future which would result in increased
competition. Some of our competitors have longer operating histories and
significantly greater financial, managerial, creative, sales and marketing and
other resources than us. We also compete with other forms of entertainment
activities, including movies, television, theater, sporting events and family
entertainment centers. Our ability to retain our existing customers and attract
new customers depends on numerous factors, some of which are beyond our control.
These factors include the continued introduction of new and enhanced video game
and PC hardware and software, and the availability and timeliness of new product
releases at our stores.

PROPERTIES

    STORE LEASES.  All of our stores are leased. As of July 7, 2001, we had 789
stores. In general, our leases have initial terms of seven to ten years, with
some leases having at least one or more five-to-seven year renewal options.

    HEADQUARTERS AND DISTRIBUTION CENTERS.  Our headquarters is located in a
140,000 square foot building on several acres in West Chester, Pennsylvania
which we own. Our headquarters includes a 97,500 square foot West Chester,
Pennsylvania distribution center. In addition, we own an adjacent 80,000 square
foot distribution facility which was opened in November 1999. We lease a 200,000
square foot distribution facility in Louisville, Kentucky. This lease expires in
May 2005. We also lease a 52,000 square foot building in Louisville, Kentucky.
This lease expires in March 2004.

    In Brampton, Ontario, Canada, we own a 120,000 square foot distribution and
office facility, which opened in August 2000. In Pinkenba, Queensland,
Australia, we own a 70,000 square foot distribution and office facility, which
opened in September 2000.

    CUSTOMER SERVICE CALL CENTER.  We lease a 17,900 square foot customer
service telephone call center in Las Vegas, Nevada, from which we respond to
consumers inquiries regarding the products we sell. The lease expires in
June 2004.

    ENVIRONMENTAL MATTERS.  Under various federal, state and local and foreign
environmental laws and regulations, a current or previous owner or occupant of
real property may become liable for the costs of removal or remediation of
hazardous substances present or generated at the premises and related
liabilities. These laws often impose liability without regard to fault. Other
environmental laws impose

                                       35
<Page>
penalties for failure to comply with permitting, discharge and emissions
requirements, among others. Although we have not been notified of, and are not
otherwise aware of, any current environmental liability, claim or
non-compliance, there can be no assurance that we will not be required to incur
remediation or other costs in the future in connection with our properties.

TRADEMARKS/REGISTRATIONS

    We possess registered trademarks for Electronics
Boutique-Registered Trademark- (and design), BC Sports
Collectibles-Registered Trademark- and EBWORLD.COM-Registered Trademark- as well
as other registered trademarks and service marks, both in the United States and
in certain foreign jurisdictions. We have trademark applications pending for
EBKids, EB GameWorld, EBGAMES.COM and Brandywine Sports Collectibles in the
United States.

    We believe our trademarks are valid and valuable and intend to maintain our
trademarks and their related registrations. We do not know of any pending claims
of infringement or other challenges to our right to use our marks in the United
States or elsewhere. We have no patents, licenses, franchises or other
concessions which are material to our operations.

ASSOCIATES

    As of July 7, 2001, we had approximately 5,200 non-seasonal associates, of
which approximately 2,900 were employed on a part-time basis, and 225 were
employed on a temporary basis. In addition, during the calendar 2000 peak
holiday shopping season, we hired approximately 950 temporary associates. We
believe that our relationship with our associates is good. None of our
associates is represented by a labor union or is a member of a collective
bargaining unit.

LEGAL PROCEEDINGS

    We are involved from time to time in legal proceedings arising in the
ordinary course of our business. We are the defendant in a lawsuit currently
pending before the Commercial Court, Queen's Bench Division of the High Court of
Justice in the United Kingdom brought by EB-UK. EB-UK claims that under the
services agreement and a related trademark license agreement, EB-UK is entitled
to operate a retail web site targeted to consumers in the United Kingdom and
Ireland in connection with its retail store business in those countries.
Specifically, EB-UK claims that the services agreement entitles them to use the
Electronics Boutique name and logo on such a web site under the terms of the
related trademark license agreement. EB-UK also claims that sales by us into the
United Kingdom and Ireland through our web site violate the services agreement.
The case is currently set for trial in March 2002. In the opinion of management,
no pending proceedings will have a material adverse effect on our results of
operation or financial condition.

                                       36
<Page>
                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

    The following table sets forth the name, age and position of our executive
officers and directors:

<Table>
<Caption>
NAME                                          AGE                           POSITION
----                                        --------                        --------
<S>                                         <C>        <C>
James J. Kim..............................     65      Chairman of the Board

Jeffrey W. Griffiths......................     50      President and Chief Executive Officer and Director

John R. Panichello........................     39      Senior Vice President and Chief Operating Officer;
                                                       President, BC Sports Collectibles

James A. Smith............................     45      Senior Vice President and Chief Financial Officer,
                                                       Secretary and Treasurer

Seth P. Levy..............................     43      Senior Vice President and Chief Information
                                                       Officer; President, ebworld.com, Inc.

Steve R. Morgan...........................     50      Senior Vice President of Stores

Stanley Steinberg.........................     68      Director

Susan Y. Kim..............................     38      Director

Louis J. Siana............................     69      Director

Dean S. Adler.............................     44      Director

Joseph J. Firestone.......................     70      Director and Consultant
</Table>

    JAMES J. KIM.  Mr. Kim has served as our Chairman and a Class III Director
since March 1998. Mr. Kim founded our predecessor in 1977 and served as its
Chairman from its inception to March 1998. Mr. Kim has served as Chairman and
Chief Executive Officer of Amkor Technology, Inc. and Amkor Electronics, Inc.
since September 1997 and 1968, respectively. Amkor is a semiconductor packaging
and test service company. Mr. Kim also serves as the Chairman of Anam
Semiconductor, Inc. in South Korea. Mr. Kim serves as a director of Mattson
Technology, Inc., a supplier of high productivity semiconductor processing
equipment. Mr. Kim is the President and a director of EB Nevada Inc., the
selling stockholder, and a director of EB Services Corporation. Mr. Kim is the
father of Susan Y. Kim, a Class I Director and the father-in-law of John R.
Panichello, our Senior Vice President and Chief Operating Officer. Mr. Kim is a
member of the Compensation Committee of our Board of Directors.

    JEFFREY W. GRIFFITHS.  Mr. Griffiths has served as our President and Chief
Executive Officer and as a Class I Director since June 2001. From March 1998 to
June 2001, Mr. Griffiths served as our Senior Vice President of Merchandising
and Distribution. Mr. Griffiths served as Senior Vice President of Merchandising
and Distribution of our predecessor from March 1996 to March 1998. From
March 1987 to February 1996, Mr. Griffiths served as Vice President of
Merchandising of our predecessor and, from April 1984 to February 1987, he
served as Merchandise Manager of our predecessor.

    JOHN R. PANICHELLO.  Mr. Panichello has served as our Senior Vice President
and Chief Operating Officer since June 2001. From March 1998 to June 2001,
Mr. Panichello served as our Senior Vice President and Chief Financial Officer.
Mr. Panichello served as the Senior Vice President of Finance of our predecessor
from March 1997 to March 1998 and the President of the BC Sports Collectibles
division since March 1997. From March 1996 to February 1997, Mr. Panichello
served as our predecessor's Senior Vice President of Finance and, from
June 1994 to February 1996, he served as its

                                       37
<Page>
Vice President and Treasurer. Mr. Panichello served as a director of EB-UK from
May 1995 to November 1999. Mr. Panichello served as the President and Chief
Executive Officer of Panichello & Company, a certified public accounting firm,
from May 1990 to May 1994. Mr. Panichello is the husband of Susan Y. Kim and the
son-in-law of James J. Kim.

    JAMES A. SMITH.  Mr. Smith has served as our Senior Vice President and Chief
Financial Officer since June 2001. From August 2000 to June 2001, Mr. Smith
served as our Senior Vice President of Finance. Mr. Smith served as our Vice
President of Finance from May 1998 to August 2000, as Vice President and
Controller from March 1998 to May 1998, as Vice President and Controller of our
predecessor from March 1996 to March 1998, and as Controller of our predecessor
from November 1993 to March 1996.

    SETH P. LEVY.  Mr. Levy has served as our Senior Vice President and Chief
Information Officer and the President of our ebworld.com, Inc. subsidiary since
March 1999. From February 1997 to March 1999, Mr. Levy served as our Vice
President and Chief Information Officer. From 1991 to February 1997, Mr. Levy
served as the Director of System Development for the May Merchandising and May
Department International divisions of May Department Store Company.

    STEVE R. MORGAN.  Mr. Morgan joined us in January 2001 as Senior Vice
President of Stores. From May 1998 to January 2001, Mr. Morgan served as
President and CEO of Millennium Futures, Inc., a commodity trading company. From
July 1996 to May 1998, he served as Senior Vice President, Director of Stores at
Filene's Department Stores, a division of May Department Store Company. From
May 1988 to July 1996, he served as Regional Vice President at Filene's
Department Stores.

    STANLEY STEINBERG.  Mr. Steinberg has served as a Class I Director since
September 1998. Mr. Steinberg has served as a consultant to Sony Corporation of
America since June 1998. From August 1994 to June 1998, Mr. Steinberg served as
Chairman of Sony Retail Entertainment, a subsidiary of Sony Corporation of
America. From 1989 to 1994, Mr. Steinberg served as Executive Vice President and
Chief Operating Officer of Walt Disney Imagineering, Inc. Mr. Steinberg serves
on the Board of Directors of AMC, Inc. and served on the Board of Directors of
Loews Cineplex Entertainment Corporation from August 1997 to June 1998.
Mr. Steinberg is a member of the Audit Committee of our Board of Directors.

    SUSAN Y. KIM.  Ms. Kim has served as a Class I Director since March 1998.
Ms. Kim served as a Senior District Manager of our predecessor from 1991 to
1992, as its Personnel Manager from 1989 to 1991, as a Buyer from 1986 to 1989,
and as a Field Manager from 1985 to 1986. Ms. Kim serves as the President,
Treasurer and a director of The Electronics Boutique, Inc. Ms. Kim also serves
as the Secretary, Treasurer and a director of EB Nevada Inc. Ms. Kim is the
daughter of James J. Kim and the wife of John R. Panichello.

    LOUIS J. SIANA.  Mr. Siana has served as a Class II Director since
March 1998. Mr. Siana is a certified public accountant and a senior partner in
the accounting firm of Siana, Carr & O'Conner LLP. Mr. Siana is a member of the
Audit and Compensation Committees of our Board of Directors.

    DEAN S. ADLER.  Mr. Adler has served as a Class II Director since
March 1998. In March 1997, Mr. Adler formed Lubert/Adler Partners, LP, a series
of opportunity funds investing primarily in real estate and real estate-related
ventures. For ten years prior to March 1997, Mr. Adler was a principal and
co-head of the private equity group of CMS Companies Inc., which specialized in
acquiring operating businesses and real estate. Mr. Adler was also an instructor
at The Wharton School of the University of Pennsylvania. Mr. Adler serves on the
Boards of Directors of US Franchise Systems, Inc., Trans World Entertainment
Corporation and Developers Diversified Realty Corporation. Mr. Adler is a member
of the Audit Committee and the Compensation Committee of our Board of Directors.

                                       38
<Page>
    JOSEPH J. FIRESTONE.  Mr. Firestone has served as a Class III Director since
March 1998 and as a consultant since June 2001. From March 1998 to June 2001,
Mr. Firestone served as our President and Chief Executive Officer.
Mr. Firestone served as the President of our predecessor from February 1984 to
February 1995, and as its President and Chief Executive Officer from
February 1995 to March 1998. Mr. Firestone served as a Director of EB-UK from
November 1995 to November 1999 and served as the non-executive chairman of EB-UK
from November 1995 to June 1998. Mr. Firestone also serves on the Executive
Advisory Board of the Center of Retailing Education and Research of the
University of Florida and as a director of the National Retail Federation.

    Our certificate of incorporation provides for a classified Board of
Directors of three classes as nearly equal in size as the then authorized number
of directors constituting the Board of Directors permits. At each annual meeting
of stockholders, the class of directors to be elected at the meeting will be
elected for a three-year term and the directors in the other two classes will
continue in office. Each class holds office until the date of the third annual
meeting for the election of directors following the annual meeting at which the
director was elected.

    Our executive officers are elected by, and serve at the discretion of, the
Board of Directors.

                                       39
<Page>
                       PRINCIPAL AND SELLING STOCKHOLDERS

    The following table provides summary information regarding the beneficial
ownership of our common stock as of June 30, 2001 for:

    - each of our directors and executive officers,

    - all of our directors and executive officers as a group, and

    - each person or group who is known by us to beneficially own more than 5%
      of our capital stock on a fully diluted basis.

    Beneficial ownership of shares is determined under the rules of the
Securities and Exchange Commission and generally includes any shares over which
a person exercises sole or shared voting or investment power.

    Unless otherwise noted, the address for each director and officer is c/o
Electronics Boutique Holdings Corp., 931 South Matlack Street, West Chester,
Pennsylvania 19382.

<Table>
<Caption>
                                                  SHARES BENEFICIALLY                 SHARES BENEFICIALLY
                                                    OWNED PRIOR TO                        OWNED AFTER
                                                     THE OFFERING         SHARES         THE OFFERING
                                                 ---------------------     BEING     ---------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1)          NUMBER(2)    PERCENT     OFFERED    NUMBER(2)    PERCENT
---------------------------------------          ----------   --------   ---------   ----------   --------
<S>                                              <C>          <C>        <C>         <C>          <C>
EB Nevada Inc.(3) ............................   13,669,100     60.6%    1,500,000   12,169,100     48.5%
  2255-A Renaissance Drive, Suite 4
  Las Vegas, Nevada 89119
James J. and Agnes C. Kim(3)(4) ..............   13,669,200     60.6%    1,500,000   12,169,200     48.5%
Systematic Financial Management, L.P.(5) .....    1,250,424      5.5%       --        1,250,424      5.0%
  Glenpointe East, 7th Floor
  300 Frank W. Burr Boulevard
  Teaneck, New Jersey 07666
Eastbourne Capital Management, L.L.C.(6) .....    1,186,000      5.3%       --        1,186,000      4.7%
  1101 Fifth Avenue, Suite 160
  San Rafael, California 94901
Provident Investment Counsel, Inc.(7) ........    1,129,500      5.0%       --        1,129,500      4.5%
  300 North Lake Avenue, Suite 1001
  Pasadena, California 91101
Jeffrey W. Griffiths(8).......................      133,936        *        --          133,936        *
Seth P. Levy(9)...............................       43,096        *        --           43,096        *
John R. Panichello(10)........................      114,047        *        --          114,047        *
James A. Smith(11)............................       24,929        *        --           24,929        *
Steve R. Morgan...............................       --            *        --           --           --
Joseph J. Firestone(12).......................      345,047        *        --          345,047        *
Dean S. Adler(13).............................       10,000        *        --           10,000        *
Susan Y. Kim(3)(4)............................      114,047        *        --          114,047        *
Louis J. Siana(14)............................       10,000        *        --           10,000        *
Stanley Steinberg(15).........................       12,000        *        --           12,000        *
All directors and executive officers                693,055      3.0%       --          693,055      2.7%
  as a group (10 persons)(16).................
</Table>

------------------------

   * Less than 1.0%.

                                       40
<Page>
 (1) Unless otherwise noted, we believe that all persons named in the above
     table have sole voting and investment power with respect to the shares
     beneficially owned by them.

 (2) For purposes of this table, a person is deemed to be the "beneficial owner"
     of any shares that such person has the right to acquire within 60 days,
     including upon the exercise of stock options. For purposes of computing the
     percentage of outstanding shares held by each person named above on a given
     date, any security that such person has the right to acquire within
     60 days is deemed to be outstanding, but is not deemed to be outstanding
     for the purpose of computing the percentage ownership of any other person.

 (3) EB Nevada Inc. is a wholly-owned subsidiary of The Electronics
     Boutique, Inc., all of the outstanding capital stock of which is owned by
     James J. Kim, Agnes C. Kim, the David D. Kim Trust of December 31, 1987,
     the John T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of
     December 31, 1987. Each of the Kim trusts has in common Susan Y. Kim and
     John F.A. Earley as co-trustees, in addition to a third trustee (John T.
     Kim in the case of the Susan Y. Kim Trust and the John T. Kim Trust and
     David D. Kim in the case of the David D. Kim Trust) (the trustees of each
     trust may be deemed to be the beneficial owners of the shares held by such
     trust). In addition, the trust agreement for each of these trusts
     encourages the trustees of the trusts to vote the shares of common stock
     held by them, in their discretion, in concert with James J. Kim's family.
     Accordingly, the trusts, together with their respective trustees and James
     J. and Agnes C. Kim, may be considered a "group" under Section 13(d) of the
     Exchange Act. This group may be deemed to have beneficial ownership of the
     shares owned by EB Nevada Inc.

 (4) James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim. John R.
     Panichello and Susan Y. Kim are husband and wife.

 (5) Based on Schedule 13G dated February 5, 2001.

 (6) Based on Schedule 13G dated February 17, 2001.

 (7) Based on Schedule 13G dated February 16, 2001.

 (8) Includes 131,667 shares which may be issued upon exercise of stock options.

 (9) Includes 42,096 shares which may be issued upon exercise of stock options.

 (10) Consists of 114,047 shares which may be issued upon exercise of stock
      options.

 (11) Includes 23,929 shares which may be issued upon exercise of stock options.

 (12) Includes 344,047 shares which may be issued upon exercise of stock
      options.

 (13) Consists of 10,000 shares which may be issued upon exercise of stock
      options.

 (14) Consists of 10,000 shares which may be issued upon exercise of stock
      options.

 (15) Includes 10,000 shares which may be issued upon exercise of stock options.

 (16) Includes 685,786 shares which may be issued upon exercise of stock
      options. Excludes shares which may be deemed to be beneficially owned by
      James J. Kim.

                                       41
<Page>
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    Pursuant to the terms of a services agreement between our predecessor, The
Electronics Boutique, Inc., and EB-UK, we are required, through EB Services
Company, LLP, a 99.99% owned subsidiary, to provide, at EB-UK's request,
management services, including assistance with ordering and purchasing
inventory, store design and acquisition, advertising, promotion, publicity and
information systems. We receive management fees from EB-UK equal to 1.0% of
EB-UK's net sales, plus a bonus calculated on the basis of net income in excess
of a pre-established target set by EB-UK. We earned approximately $4.4 million
in management fees under the services agreement in fiscal 2001. The Electronics
Boutique, Inc. remains a guarantor of the obligations owed EB-UK under the
services agreement. As of January 31, 2001, EB Nevada Inc., the selling
stockholder and the owner of approximately 61% of our common stock, owned
approximately 19.1% of the outstanding shares of capital stock of EB-UK. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which may be deemed to be beneficially owned
by James J. Kim, the chairman of our Board of Directors. Mr. Kim, together with
The Electronics Boutique, Inc. through a participation agreement, maintains a
L5 million credit facility with EB-UK, which has been drawn down for the full
amount. In connection with this facility, Mr. Kim has been granted an option to
purchase five million shares of the capital stock of EB-UK. EB Services
Corporation, all of the outstanding capital stock of which is owned by Mr. Kim,
also owns a .01% partnership interest in our 99.99% owned subsidiary, EB
Services Company, LLP, and is its general partner.

    Pursuant to the corporate reorganization which took place in connection with
our initial public offering, on May 31, 1998 our operating subsidiary,
Electronics Boutique of America Inc., joined our predecessor, The Electronics
Boutique, Inc., as a party to certain loan documents with Fleet Financial
Corporation and entered into a lease agreement with The Electronics
Boutique, Inc., pursuant to which Electronics Boutique of America, Inc. leased
our West Chester, Pennsylvania headquarters and primary distribution center from
The Electronics Boutique, Inc. until June 2000 at a monthly rate of $50,000. In
June 2000, Electronics Boutique of America, Inc. purchased the property for
$6.7 million, The Electronics Boutique, Inc.'s cost of acquisition.

                                       42
<Page>
                          DESCRIPTION OF CAPITAL STOCK

    Our authorized capital stock consists of 100,000,000 shares of common stock
and 25,000,000 shares of preferred stock. No shares of preferred stock are
issued and outstanding.

    The following description of our capital stock is not complete and is
subject to and qualified in its entirety by our certificate of incorporation and
bylaws, which are incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part, and by the provisions of
Delaware law.

COMMON STOCK

    Holders of our common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Holders of our common stock do not
have cumulative voting rights, and, therefore, holders of a majority of the
shares voting for the election of directors can elect all of the directors and
the holders of the remaining shares will not be able to elect any directors.

    Holders of our common stock are entitled to receive such dividends as may be
declared from time to time by our Board of Directors out of funds legally
available therefor, subject to the terms of any existing or future agreements
between us and our debtholders. We have not declared or paid cash dividends on
our capital stock since our initial public offering in July 1998. We expect to
retain future earnings, if any, for business use, and do not anticipate
declaring or paying any cash dividends on shares of our common stock in the
foreseeable future. In the event that we liquidate, dissolve or wind up our
operations, holders of our common stock are entitled to share ratably in all
assets legally available for distribution after payment of all debts and other
liabilities and subject to the prior rights of any holders of preferred stock
then outstanding.

PREFERRED STOCK

    Our Board of Directors is authorized to issue 25,000,000 shares of preferred
stock in one or more series and to fix the price, rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting a series or the
designation of such series, without any further vote or action by our
stockholders. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of delaying, deferring or making more difficult
a change in control and may adversely affect the market price of our common
stock, and the voting and other rights of the holders of our common stock. The
issuance of preferred stock with voting and conversion rights may adversely
affect the voting power of the holders of common stock, including the loss of
voting control to others. We have no current plans to issue any shares of
preferred stock and no shares are currently outstanding.

CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS

    Set forth below is a summary of certain provisions of our certificate of
incorporation and bylaws, which could be deemed to have an anti-takeover effect.
These provisions are intended to enhance the likelihood of continuity and
stability in the composition of our Board of Directors and in the policies
formulated by our Board of Directors and to discourage an unsolicited takeover
of us if our Board of Directors determines that the takeover is not in the best
interests of us and our stockholders. However, these provisions could also have
the effect of discouraging certain attempts to acquire us or remove incumbent
management even if some or a majority of stockholders deemed such an attempt to
be in their best interests. Insofar as the selling stockholder will retain a
substantial percentage of our outstanding common stock after the offering, we
are not at present expected to be vulnerable to a takeover without the approval
of the selling stockholder.

                                       43
<Page>
    Our certificate of incorporation provides for a classified Board of
Directors consisting of three classes as nearly equal in size as the then
authorized number of directors constituting our Board of Directors permits. At
each annual meeting of our stockholders, the class of directors to be elected at
such meeting will be elected for a three-year term and the directors in the
other two classes will continue in office. Each class shall hold office until
the date of the third annual meeting for the election of directors following the
annual meeting at which such director was elected. As a result, approximately
one-third of our Board of Directors will be elected each year. Under the
Delaware General Corporation Law, in the case of a corporation having a
classified board, stockholders may remove a director only for cause. This
provision, when coupled with provisions of our certificate of incorporation and
bylaws authorizing our Board of Directors to fill vacant directorships,
precludes a stockholder from removing incumbent directors without cause and
simultaneously gaining control of our Board of Directors by filling the
vacancies created by such removal with its own nominees.

    Our bylaws establish an advance notice procedure for the nomination, other
than by or at the direction of our Board of Directors, of candidates for
election as directors as well as for other stockholder proposals to be
considered at annual meetings of our stockholders. In general, notice must be
received by us not less than 60 days nor more than 90 days prior to the date of
the annual meeting and must contain certain specified information concerning the
persons to be nominated or the matters to be brought before the annual meeting
and concerning the stockholder submitting the proposal.

    Our certificate of incorporation provides that no action may be taken by our
stockholders except at an annual or special meeting of stockholders and
prohibits actions by written consent in lieu of a meeting. Our certificate of
incorporation also authorizes our officers and directors, when exercising their
respective powers, to consider the interests of other constituencies, including
our employees, suppliers, creditors and customers. Our certificate of
incorporation provides that special meetings of our stockholders may be called
only by the Chairman of the Board, the Chief Executive Officer, the President or
by a majority of the members of our Board of Directors. This provision will make
it more difficult for stockholders to take action opposed by our Board of
Directors. Our certificate of incorporation also provides that our stockholders
may not amend our bylaws or our certificate of incorporation without the
approval of two-thirds of our outstanding capital stock entitled to vote. Also,
if a compromise or arrangement is proposed between our creditors or stockholders
and us, our certificate of incorporation permits any court of equitable
jurisdiction within the State of Delaware to order a meeting of our creditors or
stockholders, as the case may be, upon application by us or our creditors,
stockholders, trustees, or receivers. If a majority in number representing
three-fourths in value of our creditors or stockholders, as the case may be,
agrees to any compromise or arrangement and to our reorganization, as a
consequence of such compromise or arrangement, and if sanctioned by the court
upon which the application was made, the compromise or arrangement will be
binding on us, as well as all of our creditors or stockholders, as the case may
be.

EFFECT OF DELAWARE ANTI-TAKEOVER STATUTE

    We are subject to Section 203 of the Delaware General Corporation Law, which
regulates corporate acquisitions. Section 203 prevents certain Delaware
corporations, including those whose securities are included for quotation in The
Nasdaq National Market, from engaging, under certain circumstances, in a
"business combination" with any "interested stockholder" for three years
following the date that such stockholder became an interested stockholder. For
purposes of Section 203, a "business combination" includes, among other things,
a merger or consolidation involving us and the interested stockholder and the
sale of more than 10% of our assets. In general, Section 203 defines an
"interested stockholder" as an entity or person beneficially owning 15% or more
of our outstanding voting stock and any entity or person affiliated with or
controlling or controlled by such entity or person. A Delaware corporation may
"opt out" of Section 203 with an express provision in its original certificate
of incorporation or an express provision in its certificate of incorporation or
bylaws resulting

                                       44
<Page>
from amendments approved by the holders of at least a majority of our
outstanding voting shares. We have not "opted out" of the provisions of
Section 203.

REGISTRATION RIGHTS

    Pursuant to a registration rights agreement between us and EB Nevada Inc.,
EB Nevada was granted the right to demand that we register any or all of the
shares of our common stock held by EB Nevada at the completion of our initial
public offering on up to three occasions at any time commencing in July 1999.
These "demand" registration rights expire in July 2002. In addition, EB Nevada
has "piggy-back" and Form S-3 registration rights with respect to such shares of
our common stock.

TRANSFER AGENT AND REGISTRAR

    The Transfer Agent and Registrar for our common stock is EquiServe Trust
Company, N.A.

                                       45
<Page>
           MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
                              FOR NON-U.S. HOLDERS

    The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of our common stock
acquired pursuant to this offering by a holder that, for U.S. federal income tax
purposes, is not a U.S. person as we define that term below. A beneficial owner
of our common stock who is not a U.S. person is referred to below as a "non-U.S.
holder." We assume in this discussion that you will hold our common stock
acquired pursuant to this offering as a capital asset (generally, property held
for investment). This discussion does not consider:

    - U.S. state and local or non-U.S. tax consequences;

    - specific facts and circumstances that may be relevant to a particular
      non-U.S. holder's tax position, including if the U.S. holder is a
      partnership that the U.S. tax consequences of holding and disposing of our
      common stock may be affected by certain determinations made at the partner
      level;

    - the tax consequences for the shareholders, partners, or beneficiaries of a
      non-U.S. holder;

    - special tax rules that may apply to particular non-U.S. holders, such as
      financial institutions, insurance companies, tax-exempt organizations,
      certain former citizens or former long-term residents of the United
      States, broker-dealers, and traders in securities; or

    - special tax rules that may apply to a non-U.S. holder that holds our
      common stock as part of a "straddle," "hedge," "conversion transaction,"
      "synthetic security," or other integrated investment.

Our discussion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), U.S. Treasury regulations, judicial opinions,
published positions of the United States Internal Revenue Service ("IRS") and
other applicable authorities, all as in effect on the date of this prospectus
and all of which are subject to differing interpretations or change, possibly
with retroactive effect. We have not sought, and will not seek, any ruling from
the IRS or opinion of counsel with respect to the tax consequences discussed in
this prospectus, and there can be no assurance that the IRS will not take a
position contrary to the tax consequences discussed below or that any position
taken by the IRS would not be sustained. We urge you to consult your tax advisor
about the U.S. federal tax consequences of acquiring, holding, and disposing of
our common stock, as well as any tax consequences that may arise under the laws
of any foreign, state, local or other taxing jurisdiction.

    For purposes of this discussion, a U.S. person means any one of the
following:

    - an individual who is a citizen or resident of the United States;

    - a corporation (including any entity treated as a corporation for U.S. tax
      purposes) or partnership (including any entity treated as a partnership
      for U.S. tax purposes) created or organized in the United States or under
      the laws of the United States or of any political subdivision of the
      United States, other than a partnership treated as foreign under U.S.
      Treasury regulations;

    - an estate the income of which is subject to U.S. federal income taxation
      regardless of its source; or

    - a trust (a) the administration of which is subject to the primary
      supervision of a United States court and that has one or more U.S. persons
      that have the authority to control all substantial decisions of the trust
      or (b) that was in existence on August 20, 1996, was treated as a U.S.
      person under the Code on the previous day and elected to continue to be
      treated as a U.S. person.

                                       46
<Page>
DIVIDENDS

    As described under "Description of Capital Stock--Common Stock" above, we do
not currently anticipate making distributions on shares of our common stock in
the foreseeable future. If distributions are made on shares of our common stock,
such distributions will constitute dividends for U.S. federal income tax
purposes to the extent paid from our current and accumulated earnings and
profits, as determined under U.S. federal income tax principles. To the extent
such distributions exceed our current and accumulated earnings and profits, such
excess will be applied against and reduce your tax basis in our common stock
and, to the extent in excess of your tax basis in our common stock, will be
treated as gain from the sale or exchange of such stock.

    In the event that we pay dividends on our common stock, we will have to
withhold U.S. federal income tax at a rate of 30%, or a lower rate under an
applicable income tax treaty, from the gross amount of the dividends paid to a
non-U.S. holder. Non-U.S. holders should consult their tax advisors regarding
their entitlement to benefits under a relevant income tax treaty.

    Under applicable U.S. Treasury regulations, for purposes of the withholding
discussed above and for purposes of determining the applicability of a tax
treaty rate:

    - a non-U.S. holder that claims the benefit of an applicable income tax
      treaty rate generally will be required to satisfy certain certification
      and other requirements;

    - in the case of common stock held by a foreign partnership, the
      certification requirement will generally be applied to the partners of the
      partnership and the partnership will be required to provide certain
      information;

    - in the case of common stock held by a foreign trust, the certification
      requirement will generally be applied to the trust or the beneficial
      owners of the trust depending on whether the trust is a "foreign complex
      trust," "foreign simple trust," or "foreign grantor trust" as defined in
      the U.S. Treasury regulations; and

    - look-through rules will apply for tiered partnerships, foreign simple
      trusts and foreign grantor trusts.

    A non-U.S. holder that is a foreign partnership or a foreign trust is urged
to consult its own tax advisor regarding its status under these regulations and
the certification requirements applicable to it.

    A non-U.S. holder that is eligible for a reduced rate of U.S. federal
withholding tax under an income tax treaty may obtain a refund or credit of any
excess amounts withheld by filing an appropriate claim for a refund together
with the required information with the IRS.

    Dividends that are effectively connected with a non-U.S. holder's conduct of
a trade or business in the United States or, if an income tax treaty applies,
attributable to a permanent establishment in the United States, are taxed on a
net income basis at the regular graduated U.S. federal income tax rates in the
same manner as if the non-U.S. holder were a resident of the United States. In
such cases, we will not have to withhold U.S. federal income tax if the non-U.S.
holder complies with applicable certification and disclosure requirements. In
addition, a "branch profits tax" may be imposed at a 30% rate, or a lower rate
under an applicable income tax treaty, on dividends received by a foreign
corporation that are effectively connected with the conduct of a trade or
business in the United States.

                                       47
<Page>
GAIN ON DISPOSITION

    A non-U.S. holder will generally not be subject to U.S. federal income tax,
including by way of withholding, on gain realized on a sale or other disposition
of our common stock unless any one of the following applies:

    - the gain is effectively connected with the non-U.S. holder's conduct of a
      trade or business in the United States or, alternatively, if an income tax
      treaty applies, is attributable to a United States permanent establishment
      maintained by the non-U.S. holder in the United States; in these cases,
      the non-U.S. holder will generally be taxed on its net gain derived from
      the disposition at the regular graduated rates in the manner applicable to
      U.S. persons and, if the non-U.S. holder is a foreign corporation, the
      "branch profits tax" described above may also apply;

    - the non-U.S. holder is an individual present in the United States for 183
      days or more in the taxable year of the disposition and meets certain
      other requirements; in this case, the non-U.S. holder will be subject to a
      30% tax on the gain derived from the disposition; or

    - our common stock constitutes a United States real property interest by
      reason of our status as a "United States real property holding
      corporation," or a "USRPHC," for U.S. federal income tax purposes at any
      time during the shorter of the five-year period ending on the date the
      non-U.S. holder disposes of our common stock or the period the non-U.S.
      holder held our common stock. We believe that we are not currently and
      will not become a USRPHC. However, because the determination of whether we
      are a USRPHC depends on the fair market value of our United States real
      property interests relative to the fair market value of our other business
      assets, there can be no assurance that we will not become a USRPHC in the
      future. As long as our common stock is "regularly traded on an established
      securities market" within the meaning of Section 897(c)(3) of the Code,
      however, such common stock will be treated as U.S. real property interests
      only if the non-U.S. holder owned directly or indirectly more than
      five percent of such regularly traded common stock during the shorter of
      the five-year period ending on the date such holder disposes of our common
      stock or the period such holder held our common stock and we were a USRPHC
      during such period. If we are or were to become a USRPHC and a non-U.S.
      holder owned directly or indirectly more than five percent of our common
      stock during the period described above or our common stock is not
      "regularly traded on an established securities market," then a non-U.S.
      holder would generally be subject to U.S. federal income tax on its net
      gain derived from the disposition or our common stock at regular graduated
      rates.

U.S. FEDERAL ESTATE TAXES

    Our common stock owned or treated as owned by an individual who at the time
of death is a non-U.S. holder will be included in his or her gross estate for
U.S. federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise and, therefore, may be subject to U.S. federal estate tax.

INFORMATION REPORTING AND BACKUP WITHHOLDING

    Under U.S. Treasury regulations, we must report annually to the IRS and to
each non-U.S. holder the amount of dividends paid to such non-U.S. holder and
the tax withheld with respect to those dividends. These information reporting
requirements apply even if withholding was not required because the dividends
were effectively connected dividends or withholding was reduced or eliminated by
an applicable tax treaty. Pursuant to an applicable tax treaty, that information
may also be made available to the tax authorities in the country in which the
non-U.S. holder resides.

    Backup withholding will generally not apply to payments of dividends made by
us or our paying agents, in their capacities as such, to a non-U.S. holder of
our common stock if the holder has provided

                                       48
<Page>
certification that it is not a U.S. person. Information reporting may still
apply with respect to such dividends even if such certification is provided.

    Payments of the proceeds from a disposition effected outside the United
States by a non-U.S. holder of our common stock made by or through a foreign
office of a broker generally will not be subject to information reporting or
backup withholding unless the broker is a U.S. person or has certain enumerated
connections with the United States. If the broker is a U.S. person or has
certain enumerated connections with the United States, the payment of proceeds
from the disposition of our common stock will be reported to the IRS and may
also be reduced by backup withholding at the applicable rate unless the broker
receives a statement from the non-U.S. holder that certifies its status as a
non-U.S. holder under penalties of perjury or the broker has documentary
evidence in its files that the holder is a non-U.S. holder.

    Payment of the proceeds from a disposition by a non-U.S. holder of common
stock made by or through the U.S. office of any broker, U.S. or foreign, is
generally subject to information reporting and also to backup withholding unless
the non-U.S. holder certifies as to its non-U.S. holder status under penalties
of perjury or otherwise establishes an exemption from information reporting and
backup withholding.

    Backup withholding is not an additional tax. Any amounts that we withhold
under the backup withholding rules will be refunded or credited against the
non-U.S. holder's U.S. federal income tax liability if the required information
is furnished to the IRS in a timely manner. Non-U.S. holders should consult
their own tax advisors regarding application of backup withholding in their
particular circumstances and the availability of and procedure for obtaining an
exemption from backup withholding under current Treasury regulations.

    THE FOREGOING DISCUSSION OF U.S. FEDERAL INCOME AND ESTATE TAX
CONSIDERATIONS IS NOT TAX ADVICE AND IS NOT BASED ON AN OPINION OF COUNSEL.
ACCORDINGLY, EACH PROSPECTIVE NON-U.S. HOLDER OF OUR COMMON STOCK SHOULD CONSULT
THAT HOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND
NON-U.S. TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR
COMMON STOCK.

                                       49
<Page>
                                  UNDERWRITING

    Under the terms and subject to the conditions contained in an underwriting
agreement dated August 8, 2001, we and the selling stockholder have agreed to
sell to the underwriters named below, for whom Credit Suisse First Boston
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as
representatives, the following respective numbers of shares of common stock:

<Table>
<Caption>
                                                              NUMBER OF
                        UNDERWRITER                            SHARES
                        -----------                           ---------
<S>                                                           <C>
Credit Suisse First Boston Corporation......................  1,462,025
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........  1,462,025
Banc of America Securities LLC..............................    586,000
SWS Securities, Inc.........................................     89,950
Prudential Securities Incorporated..........................     50,000
C. L. King & Associates, Inc................................     50,000
Gerard Klauer Mattison & Co., Inc...........................     50,000
Invemed Associates LLC......................................     50,000
Investic PMG Capital Corp...................................     50,000
Janney Montgomery Scott LLC.................................     50,000
Jefferies & Company, Inc....................................     50,000
Wedbush Morgan Securities...................................     50,000
                                                              ---------
  Total.....................................................  4,000,000
                                                              =========
</Table>

    The underwriting agreement provides that the underwriters are obligated to
purchase all shares of common stock in the offering if any are purchased, other
than those shares covered by the over-allotment option described below. The
underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.

    The selling stockholder has granted to the underwriters a 30-day option to
purchase on a pro rata basis up to 600,000 additional outstanding shares from
the selling stockholder at the public offering price less the underwriting
discounts and commissions. The option may be exercised only to cover any
over-allotments of common stock.

    The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $0.87 per share. The
underwriters and selling group members may allow a discount of $0.10 per share
on sales to other broker/dealers. After the public offering, the representatives
may change the public offering price and concession and discount to
broker/dealers.

    The following table summarizes the compensation and estimated expenses we
and the selling stockholder will pay:

<Table>
<Caption>
                                                     PER SHARE                           TOTAL
                                          -------------------------------   -------------------------------
                                             WITHOUT            WITH           WITHOUT            WITH
                                          OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT
                                          --------------   --------------   --------------   --------------
<S>                                       <C>              <C>              <C>              <C>
Underwriting Discounts and Commissions
  paid by us............................      $1.45            $1.45          $3,625,000       $3,625,000
Expenses payable by us..................      $0.22            $0.22          $  550,000       $  550,000
Underwriting Discounts and Commissions
  paid by the selling stockholder.......      $1.45            $1.45          $2,175,000       $3,045,000
Expenses payable by the selling
  stockholder...........................      $   0            $   0          $        0       $        0
</Table>

                                       50
<Page>
    We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, or publicly
disclose the intention to make any offer, sale, pledge, disposition or filing,
without the prior written consent of Credit Suisse First Boston Corporation for
a period of 90 days after the date of this prospectus.

    Our officers and directors and certain stockholders, including the selling
stockholder, have agreed that they will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, any shares of our common
stock or securities convertible into or exchangeable or exercisable for any
shares of our common stock, enter into a transaction that would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in
whole or in part, any of the economic consequences of ownership of our common
stock, whether any of these transactions are to be settled by delivery of our
common stock or other securities, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into any
transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of Credit Suisse First Boston Corporation for a period of
90 days after the date of this prospectus.

    We and the selling stockholder have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments that the
underwriters may be required to make in that respect.

    In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions,
penalty bids and passive market making in accordance with Regulation M under the
Exchange Act:

    - Stabilizing transactions permit bids to purchase the underlying security
      so long as the stabilizing bids do not exceed a specified maximum.

    - Over-allotment involves sales by the underwriters of shares in excess of
      the number of shares the underwriters are obligated to purchase, which
      creates a syndicate short position. The short position may be either a
      covered short position or a naked short position. In a covered short
      position, the number of shares over-allotted by the underwriters is not
      greater than the number of shares that they may purchase in the
      over-allotment option. In a naked short position, the number of shares
      involved is greater than the number of shares in the over-allotment
      option. The underwriters may close out any short position by either
      exercising their over-allotment option and/or purchasing shares in the
      open market.

    - Syndicate covering transactions involve purchases of the common stock in
      the open market after the distribution has been completed in order to
      cover syndicate short positions. In determining the source of shares to
      close out the short position, the underwriters will consider, among other
      things, the price of shares available for purchase in the open market as
      compared to the price at which they may purchase shares through the
      over-allotment option. If the underwriters sell more shares than could be
      covered by the over-allotment option, a naked short position, the position
      can only be closed out by buying shares in the open market. A naked short
      position is more likely to be created if the underwriters are concerned
      that there could be downward pressure on the price of the shares in the
      open market after pricing that could adversely affect investors who
      purchase in the offering.

    - Penalty bids permit the representatives to reclaim a selling concession
      from a syndicate member when the common stock originally sold by the
      syndicate member is purchased in a stabilizing or syndicate covering
      transaction to cover syndicate short positions.

                                       51
<Page>
    - In passive market making, market makers in the common stock who are
      underwriters or prospective underwriters may, subject to limitations, make
      bids for or purchases of our common stock until the time, if any, at which
      a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of the common
stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

    A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make Internet distributions on the same
basis as other allocations. Credit Suisse First Boston Corporation may effect an
on-line distribution through its affiliate, CSFBDIRECT Inc., an on-line broker
dealer, as a selling group member.

                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

    The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
stockholder prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are made. Any resale
of the common stock in Canada must be made under applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the common
stock.

REPRESENTATIONS OF PURCHASERS

    By purchasing the common stock in Canada and accepting a purchase
confirmation a purchaser is representing to us, the selling stockholder and the
dealer from whom the purchase confirmation is received that:

    - the purchaser is entitled under applicable provincial securities laws to
      purchase the common stock without the benefit of a prospectus qualified
      under those securities laws;

    - where required by law, that the purchaser is purchasing as principal and
      not as agent; and

    - the purchaser has reviewed the text above under Resale Restrictions.

RIGHTS OF ACTION (ONTARIO PURCHASERS)

    The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the United States federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

    All of the issuer's directors and officers as well as the experts named
herein and the selling stockholder may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.

TAXATION AND ELIGIBILITY FOR INVESTMENT

    Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.

                                       52
<Page>
                                 LEGAL MATTERS

    The validity of the shares of common stock offered by us and the selling
stockholder will be passed upon for us and the selling stockholder by Klehr,
Harrison, Harvey, Branzburg & Ellers LLP, Philadelphia, Pennsylvania. Certain
legal matters relating to the common stock will be passed upon for the
underwriters by Dewey Ballantine LLP, New York, New York.

                                    EXPERTS

    The financial statements of Electronics Boutique Holdings Corp. and
subsidiaries as of January 29, 2000 and February 3, 2001 and for each of the
fiscal years in the three year period ended February 3, 2001 and the related
financial statement schedule have been included herein or incorporated by
reference in the registration statement in reliance on the reports of KPMG LLP,
independent certified public accountants, appearing elsewhere herein or
incorporated by reference herein, and upon the authority of KPMG LLP as experts
in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

    We are subject to the reporting requirements of the Exchange Act, and we
file reports and other information with the Securities and Exchange Commission.
We have also filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act relating to the offer and sale of
our common stock under this prospectus. This prospectus, filed as a part of the
registration statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules to the registration
statement as permitted by the rules and regulations of the Securities and
Exchange Commission. You should read these exhibits for a more complete
description of the matters involved. Our reports, the registration statement and
the exhibits and schedules to the registration statement filed with the
Securities and Exchange Commission may be inspected, without charge, and copies
may be obtained at prescribed rates, at the public reference facility maintained
by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the Securities and
Exchange Commission located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. The public may obtain information regarding the Securities
and Exchange Commission's public reference facility by calling 1-800-SEC-0330.
Our reports, the registration statement and other information filed by us with
the Securities and Exchange Commission are also available at the Securities and
Exchange Commission's web site on the Internet at WWW.SEC.GOV. Our common stock
is traded on The Nasdaq National Market under the symbol "ELBO".

                    INCORPORATION OF DOCUMENTS BY REFERENCE

    The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you directly to those documents. The
information included elsewhere in this prospectus is considered to be part of
this prospectus. In addition, information we file with the Securities and
Exchange Commission in the future will automatically update and supersede
information contained in this prospectus and any accompanying prospectus
supplement. We incorporate by reference our annual report on Form 10-K for the
fiscal year ended February 3, 2001, our quarterly report on Form 10-Q for the 13
weeks ended May 5, 2001 and our current reports on Form 8-K filed on June 8,
2001 and August 7, 2001, file no. 000-24603, and any future filings made with
the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until we sell all of the securities we are offering.

    We will provide free copies of any of these documents if you write or
telephone us as at Investor Relations, Electronics Boutique Holdings Corp., 931
South Matlack Street, West Chester, Pennsylvania 19382, (610) 430-8100.

                                       53
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Independent Auditors' Report................................     F-2

Consolidated Balance Sheets as of January 29, 2000 and
  February 3, 2001..........................................     F-3

Consolidated Statements of Income for the years ended
  January 30, 1999, January 29, 2000 and February 3, 2001...     F-4

Consolidated Statements of Stockholders' Equity for the
  years ended January 30, 1999, January 29, 2000 and
  February 3, 2001..........................................     F-5

Consolidated Statements of Cash Flows for the years ended
  January 30, 1999, January 29, 2000 and February 3, 2001...     F-6

Notes to Consolidated Financial Statements..................     F-7

Consolidated Balance Sheets as of February 3, 2001 and May
  5, 2001 (unaudited).......................................    F-19

Consolidated Statements of Income (unaudited) for the
  thirteen weeks ended April 29, 2000 and May 5, 2001.......    F-20

Consolidated Statements of Cash Flows (unaudited) for the
  thirteen weeks ended April 29, 2000 and May 5, 2001.......    F-21

Notes to Consolidated Financial Statements (unaudited)......    F-22
</Table>

                                      F-1
<Page>
                          INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS AND STOCKHOLDERS
ELECTRONICS BOUTIQUE HOLDINGS CORP.:

    We have audited the accompanying consolidated balance sheets of Electronics
Boutique Holdings Corp. and subsidiaries as of January 29, 2000 and February 3,
2001, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the years in the three-year period ended February 3,
2001. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Electronics
Boutique Holdings Corp. and subsidiaries as of January 29, 2000 and February 3,
2001 and the results of their operations and their cash flows for each of the
years in the three-year period ended February 3, 2001, in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
Philadelphia, PA
March 15, 2001

                                      F-2
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              JANUARY 29,    FEBRUARY 3,
                                                                  2000           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 88,356,091   $ 45,111,445
  Accounts receivable:
    Trade and vendors.......................................     9,187,991      7,905,650
    Other...................................................     2,630,622        257,176
  Merchandise inventories...................................    90,550,508    100,185,374
  Deferred tax asset (note 11)..............................     3,691,000      4,460,780
  Prepaid expenses..........................................     4,524,233      5,069,802
                                                              ------------   ------------
  TOTAL CURRENT ASSETS......................................   198,940,445    162,990,227
                                                              ------------   ------------
Property and equipment:
  Building & leasehold improvements.........................    59,816,209     76,709,776
  Fixtures and equipment....................................    45,391,518     59,916,886
  Land......................................................       908,000      5,418,727
  Construction in progress..................................     2,446,460      4,752,103
                                                              ------------   ------------
                                                               108,562,187    146,797,492
  Less accumulated depreciation and amortization............    45,566,262     55,629,616
                                                              ------------   ------------
Net property and equipment..................................    62,995,925     91,167,876
Goodwill and other intangible assets, net of accumulated
  amortization of $877,968 and $1,242,890 as of January 29,
  2000 and February 3, 2001.................................     1,503,387      1,243,465
Deferred tax asset (note 11)................................     8,505,732      8,676,258
Other assets................................................     3,567,388      3,160,714
                                                              ------------   ------------
  TOTAL ASSETS (NOTE 4).....................................  $275,512,877   $267,238,540
                                                              ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt (note 4)................  $      8,353   $         --
  Accounts payable..........................................   122,822,260    102,381,151
  Accrued expenses (note 3).................................    23,437,268     23,984,891
  Income taxes payable......................................    10,105,424      6,491,397
                                                              ------------   ------------
  TOTAL CURRENT LIABILITIES.................................   156,373,305    132,857,439
                                                              ------------   ------------
Long-term liabilities:
  Deferred rent.............................................     2,653,103      3,161,205
                                                              ------------   ------------
  TOTAL LIABILITIES.........................................   159,026,408    136,018,644
                                                              ------------   ------------
Commitments (note 2)
Stockholders' equity (notes 8 and 10)
  Preferred stock--authorized 25,000,000 shares; $.01 par
    value; no shares issued and outstanding at January 29,
    2000 and February 3, 2001...............................            --             --
  Common stock--authorized 100,000,000 shares; $.01 par
    value; 22,221,114 and 22,304,722 shares issued and
    outstanding at January 29, 2000 and February 3, 2001,
    respectively............................................       222,211        223,047
  Additional paid-in capital................................    75,888,405     77,060,816
  Accumulated other comprehensive expense...................      (240,726)    (1,551,809)
  Retained earnings.........................................    40,616,579     55,487,842
                                                              ------------   ------------
  TOTAL STOCKHOLDERS' EQUITY................................   116,486,469    131,219,896
                                                              ------------   ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................  $275,512,877   $267,238,540
                                                              ============   ============
</Table>

          See accompanying notes to consolidated financial statements.

                                      F-3
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                    YEARS ENDED
                                                     ------------------------------------------
                                                     JANUARY 30,    JANUARY 29,    FEBRUARY 3,
                                                         1999           2000           2001
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Net sales..........................................  $571,042,390   $725,521,536   $766,334,631
Management fees (notes 5 and 6)....................     3,404,862      4,872,822      4,425,097
                                                     ------------   ------------   ------------
Total revenues.....................................   574,447,252    730,394,358    770,759,728
                                                     ------------   ------------   ------------
Costs and expenses:
  Costs of merchandise sold, including freight.....   432,272,101    548,172,011    590,422,747
  Selling, general and administrative (notes 5 and
    6).............................................    99,972,451    133,533,992    144,466,060
  Depreciation and amortization (notes 5 and 7)....     9,774,388     12,277,797     15,855,374
                                                     ------------   ------------   ------------
Operating income...................................    32,428,312     36,410,558     20,015,547
Equity in loss of affiliate (note 5)...............      (160,575)            --             --
Other income.......................................            --             --      1,550,032
Interest expense (income), net of interest income
  of $829,631, $1,590,270 and $3,149,077 in fiscal
  years 1999, 2000 and 2001, respectively..........       289,188     (1,427,603)    (3,096,550)
                                                     ------------   ------------   ------------
Income before income taxes.........................    31,978,549     37,838,161     24,662,129
Income tax expense (note 11).......................    11,693,270     15,007,773      9,790,866
                                                     ------------   ------------   ------------
Net income.........................................  $ 20,285,279   $ 22,830,388   $ 14,871,263
                                                     ============   ============   ============
Net income per share--basic........................                 $       1.11   $       0.67
                                                                    ============   ============
Weighted average shares outstanding--basic.........                   20,559,100     22,253,816
                                                                    ============   ============
Net income per share--diluted......................                 $       1.10   $       0.66
                                                                    ============   ============
Weighted average shares outstanding--diluted.......                   20,762,249     22,466,030
                                                                    ============   ============
PRO FORMA DATA (UNAUDITED) (NOTE 7):
Income before income taxes.........................  $ 31,978,549
Pro forma income taxes.............................    11,866,084
                                                     ------------
Pro forma net income...............................  $ 20,112,465
                                                     ============
Pro forma net income per share--basic..............  $       1.12
                                                     ============
Pro forma weighted average shares
  outstanding--basic...............................    18,029,777
                                                     ============
Pro forma net income per share--diluted............  $       1.11
                                                     ============
Pro forma weighted average shares
  outstanding--diluted.............................    18,084,109
                                                     ============
</Table>

          See accompanying notes to consolidated financial statements.

                                      F-4
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<Table>
<Caption>

                                                     PREFERRED              CLASS A               CLASS B
                                                       STOCK             COMMON STOCK           COMMON STOCK
                                                -------------------   -------------------   --------------------
                                                 SHARES     AMOUNT     SHARES     AMOUNT     SHARES      AMOUNT
                                                --------   --------   --------   --------   ---------   --------
<S>                                             <C>        <C>        <C>        <C>        <C>         <C>
Balance, Jan. 31, 1998........................      --      $  --       1,900     $ 190        21,000   $  2,100
Effects of reorganization (note 1)............      --         --      (1,900)     (190)      (21,000)    (2,100)
Comprehensive income:
  Net income..................................      --         --          --        --            --         --
  Foreign currency translation................      --         --          --        --            --         --
Total comprehensive income....................
Distributions.................................      --         --          --        --            --         --
                                                 -----      -----     -------     -----     ---------   --------
Balance Jan. 30, 1999.........................      --      $  --          --     $  --            --   $     --
                                                 =====      =====     =======     =====     =========   ========
Comprehensive income:
  Net income..................................      --         --          --        --            --         --
  Foreign currency translation................      --         --          --        --            --         --
Total comprehensive income....................
  Issuance of common stock (note 8)...........      --         --          --        --            --         --
  Exercise of stock options...................      --         --          --        --            --         --
  Tax benefit from stock options exercised and
    other equity transactions.................      --                               --            --         --
                                                 -----      -----     -------     -----     ---------   --------
Balance Jan. 29, 2000.........................      --      $  --          --     $  --            --   $     --
                                                 =====      =====     =======     =====     =========   ========
Comprehensive income:
  Net income..................................      --         --          --        --            --         --
  Foreign currency translation................      --         --          --        --            --         --
Total comprehensive income....................
  Issuance of common stock....................      --         --          --        --            --         --
  Exercise of stock options...................      --         --          --        --            --         --
                                                 -----      -----     -------     -----     ---------   --------
Balance Feb. 3, 2001..........................      --      $  --          --     $  --            --   $     --
                                                 =====      =====     =======     =====     =========   ========

<Caption>
                                                                         PARTNERS'
                                                                         CAPITAL OF                   ACCUMULATED
                                                    COMMON STOCK        EB SERVICES    ADDITIONAL        OTHER
                                                ---------------------     COMPANY        PAID-IN     COMPREHENSIVE     RETAINED
                                                  SHARES      AMOUNT        LLP          CAPITAL        INCOME         EARNINGS
                                                ----------   --------   ------------   -----------   -------------   ------------
<S>                                             <C>          <C>        <C>            <C>           <C>             <C>
Balance, Jan. 31, 1998........................          --   $     --     $ 1,000      $ 7,584,365    $(1,023,493)   $ 21,834,364
Effects of reorganization (note 1)............  20,169,200    201,692      (1,000)      23,957,063             --      (3,813,796)
Comprehensive income:
  Net income..................................          --         --          --               --             --      20,285,279
  Foreign currency translation................          --         --          --               --        336,573              --

Total comprehensive income....................

Distributions.................................          --         --          --               --             --     (20,519,656)
                                                ----------   --------     -------      -----------    -----------    ------------
Balance Jan. 30, 1999.........................  20,169,200   $201,692     $    --      $31,541,428    $  (686,920)   $ 17,786,191
                                                ==========   ========     =======      ===========    ===========    ============
Comprehensive income:
  Net income..................................          --         --          --               --             --      22,830,388
  Foreign currency translation................          --         --          --               --        446,194              --

Total comprehensive income....................

  Issuance of common stock (note 8)...........   2,000,000     20,000          --       40,027,700             --              --
  Exercise of stock options...................      51,914        519          --          726,277             --              --
  Tax benefit from stock options exercised and
    other equity transactions.................          --         --          --        3,593,000             --              --
                                                ----------   --------     -------      -----------    -----------    ------------
Balance Jan. 29, 2000.........................  22,221,114   $222,211     $    --      $75,888,405    $  (240,726)   $ 40,616,579
                                                ==========   ========     =======      ===========    ===========    ============
Comprehensive income:
  Net income..................................          --         --          --               --             --      14,871,263
  Foreign currency translation................          --         --          --               --     (1,311,083)             --

Total comprehensive income....................

  Issuance of common stock....................      22,179        222          --          311,845             --              --
  Exercise of stock options...................      61,429        614          --          860,566             --              --
                                                ----------   --------     -------      -----------    -----------    ------------
Balance Feb. 3, 2001..........................  22,304,722   $223,047     $    --      $77,060,816    $(1,551,809)   $ 55,487,842
                                                ==========   ========     =======      ===========    ===========    ============

<Caption>

                                                    TOTAL
                                                STOCKHOLDERS'
                                                   EQUITY
                                                -------------
<S>                                             <C>
Balance, Jan. 31, 1998........................  $ 28,398,526
Effects of reorganization (note 1)............    20,341,669
Comprehensive income:
  Net income..................................    20,285,279
  Foreign currency translation................       336,573
                                                ------------
Total comprehensive income....................    20,621,852
                                                ============
Distributions.................................   (20,519,656)
                                                ------------
Balance Jan. 30, 1999.........................  $ 48,842,391
                                                ============
Comprehensive income:
  Net income..................................    22,830,388
  Foreign currency translation................       446,194
                                                ------------
Total comprehensive income....................    23,276,582
                                                ============
  Issuance of common stock (note 8)...........    40,047,700
  Exercise of stock options...................       726,796
  Tax benefit from stock options exercised and
    other equity transactions.................     3,593,000
                                                ------------
Balance Jan. 29, 2000.........................  $116,486,469
                                                ============
Comprehensive income:
  Net income..................................    14,871,263
  Foreign currency translation................    (1,311,083)
                                                ------------
Total comprehensive income....................    13,560,180
                                                ============
  Issuance of common stock....................       312,067
  Exercise of stock options...................       861,180
                                                ------------
Balance Feb. 3, 2001..........................  $131,219,896
                                                ============
</Table>

                                      F-5
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                     YEARS ENDED
                                                    ---------------------------------------------
                                                     JANUARY 30,     JANUARY 29,     FEBRUARY 3,
                                                        1999            2000            2001
                                                    -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income......................................  $  20,285,279   $  22,830,388   $  14,871,263
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Depreciation of property and equipment........      9,375,766      11,882,789      15,490,452
    Amortization of other assets..................        398,622         395,008         364,922
    Loss on disposal of property and equipment....        292,623         352,231         392,364
    Equity in loss of affiliates..................        160,575              --              --
    Changes in assets and liabilities:
      Decrease (increase) in:
        Accounts receivable.......................       (828,692)     (6,258,628)      3,578,766
        Due from affiliates.......................      1,906,739         987,909              --
        Merchandise inventories...................    (12,309,661)    (24,526,184)    (10,779,526)
        Prepaid expenses..........................      1,882,619      (3,532,696)       (615,049)
        Deferred taxes............................             --         413,008        (994,525)
        Other long-term assets....................     (1,247,378)       (340,971)        239,996
      (Decrease) increase in:
        Accounts payable..........................      4,993,290      33,463,199     (19,534,654)
        Accrued expenses..........................      7,071,901       1,715,425         733,847
        Due to affiliate..........................     (9,453,597)             --              --
        Income taxes payable......................      8,168,826         (49,424)     (3,470,608)
        Deferred rent.............................         79,647         150,662         516,264
                                                    -------------   -------------   -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES.........     30,776,559      37,482,716         793,512
                                                    -------------   -------------   -------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchases of property and equipment.............    (19,573,171)    (31,756,803)    (44,816,664)
  Proceeds from disposition of assets.............        132,592           5,323          92,748
                                                    -------------   -------------   -------------
NET CASH USED IN INVESTING ACTIVITIES.............    (19,440,579)    (31,751,480)    (44,723,916)
                                                    -------------   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions...................................    (19,950,573)             --              --
  Proceeds from exercise of stock options.........             --         726,796         861,180
  Repayments of long-term debt....................    (12,896,594)        (99,996)         (8,353)
  Proceeds from issuance of common stock..........     54,962,500      40,047,700         312,067
  Net cash retained by predecessors...............    (12,375,535)             --              --
                                                    -------------   -------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES.........      9,739,798      40,674,500       1,164,894
                                                    -------------   -------------   -------------
Effects of exchange rates on cash.................        290,791         (55,824)       (479,136)

Net increase (decrease) in cash and cash
  equivalents.....................................     21,366,569      46,349,912     (43,244,646)
Cash and cash equivalents, beginning of period....     20,639,610      42,006,179      88,356,091
                                                    -------------   -------------   -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD..........  $  42,006,179   $  88,356,091   $  45,111,445
                                                    =============   =============   =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest......................................  $   1,207,210   $     187,223   $       5,136
    Income taxes..................................      2,853,773      13,577,519      13,824,421
</Table>

          See accompanying notes to consolidated financial statements.

                                      F-6
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    FORMATION OF THE COMPANY  Immediately prior to its initial public offering,
Electronics Boutique Holdings Corp. (collectively with its subsidiaries, the
"Company") was formed and acquired substantially all of the operating assets and
liabilities of its predecessors, The Electronics Boutique, Inc. and its
subsidiaries and EB Services Company, LLP (collectively, the "EB Group") for
shares of the Company. This acquisition has been treated as an acquisition
between entities under common control and, therefore, reflected at historical
cost. The EB Group retained certain assets including cash, accounts receivable,
real estate, the cash surrender value of certain split dollar life insurance
policies and the ownership of approximately 25% of Electronics Boutique Plc.

    DESCRIPTION OF BUSINESS  The Company is among the world's largest specialty
retailers of electronic games. The Company operates in only one business
segment, as substantially all of its revenues, net income and assets are derived
from its primary products of video games and personal computer entertainment
software, supported by the sale of video game hardware, PC productivity software
and accessories.

    The Company had 528, 619 and 737 operating retail stores throughout the
United States, Puerto Rico, Canada, Australia, New Zealand and South Korea at
January 30, 1999, January 29, 2000 and February 3, 2001, respectively. Total
revenues from the U.S. and foreign operations were 88% and 12%, respectively, in
fiscal 2000 and 86% and 14%, respectively, in fiscal 2001. Long-lived assets
located in the United States and foreign countries were 89% and 11%,
respectively, in fiscal 2000 and 83% and 17%, respectively in fiscal 2001. We
are subject to the risks inherent in conducting business across national
boundaries. The Company also operates a mail order business and sells product
via the Internet. Approximately 31%, 30% and 32% of fiscal 1999, fiscal 2000 and
fiscal 2001 sales, respectively, were generated from merchandise purchased from
its three largest vendors. The Company in highly dependent on the introduction
by its vendors of new and enhanced video game and PC hardware and software.

    FISCAL YEAR-END  The fiscal year ends on the Saturday nearest January 31.
Accordingly, the financial statements for the years ended January 30, 1999
(fiscal "1999") and January 29, 2000 (fiscal "2000") each include 52 weeks of
operations. Financial statements for the year ended February 3, 2001 (fiscal
"2001") includes 53 weeks of operations.

    PRINCIPLES OF CONSOLIDATION AND COMBINATION  The consolidated financial
statements include the financial position and results of operations of the
Company since its initial public offering on July 28, 1998. Prior to that date,
the consolidated financial statements include the results of operations of the
EB Group. All intercompany transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.

    REVENUE RECOGNITION  Retail sales are recognized as revenue at point of
sale. Mail order and internet sales are recognized as revenue upon shipment.
Management fees are recognized in the period that related services are provided.
Sales are recorded net of estimated amounts for sales returns and other
allowances.

    In fiscal 2001, the Company adopted Emerging Issues Task Force 00-10:
Accounting for Shipping and Handling Costs. As a result, all shipping and
handling fee income from the mail-order and internet

                                      F-7
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
operations is now recognized as net sales. Net sales and cost of goods sold were
reclassified for fiscal 1999 and 2000 to reflect this change. The Company
records shipping and handling costs in cost of goods sold.

    The effect in fiscal 1999 and 2000 was an increase in net sales and an
increase in cost of goods sold in the amount of $528,000 and $1,721,000,
respectively.

    CASH AND CASH EQUIVALENTS  The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents for cash flow purposes.

    MERCHANDISE INVENTORIES  Merchandise is valued at the lower of cost or
market. Cost is determined principally by a weighted-average method.

    PROPERTY AND EQUIPMENT  Property and equipment is recorded at cost and
depreciated or amortized over the estimated useful life of the asset using the
straight-line method. The estimated useful lives are as follows:

<Table>
<S>                                         <C>
Leasehold improvements....................  Lesser of 10 years or the lease term
Furniture and Fixtures....................  5 years
Computer equipment........................  3 years
Building..................................  30 years
</Table>

    The Company capitalizes significant costs to acquire management information
systems software and significant costs of system improvements. Computer software
costs are amortized over estimated useful lives of three to five years.

    Included in selling, general and administrative costs for fiscal years 1999,
2000 and 2001, are losses of $293,000, $352,000 and $392,000, respectively,
primarily related to the write-off of the net book value of property and
equipment associated with the closing of ten stores in fiscal 1999, eight stores
in fiscal 2000, nineteen stores in fiscal 2001 and the remodeling of several
stores each year.

    DEFERRED REVENUE  Amounts received under the Company's pre-sell program are
recorded as a liability. Revenue is recognized when the customer receives the
related product. Certain affinity programs include promotional gifts to
customers that are supplied by vendors at no cost to the Company.

    GOODWILL AND OTHER INTANGIBLES  Goodwill is being amortized on a
straight-line basis over periods of up to ten years. Goodwill is evaluated
continually to determine whether later events or circumstances warrant revised
estimates of useful lives. The Company assesses the recoverability of other
intangibles by determining whether the remaining balance can be recovered
through projected undiscounted cash flows.

    OTHER ASSETS  Other assets consist principally of life insurance programs
for certain key executives and security deposits.

    LEASING EXPENSES  The Company recognizes lease expense on a straight-line
basis over the term of the lease when lease agreements provide for increasing
fixed rentals. The difference between lease

                                      F-8
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expense recognized and actual payments made is included in deferred rent and
prepaid expenses on the balance sheet.

    PREOPENING COSTS AND ADVERTISING EXPENSE  Preopening and start-up costs for
new stores are charged to operations as incurred. Costs of advertising and sales
promotion programs are charged to operations, offset by vendor reimbursements,
as incurred.

    VENDOR PROGRAMS  The Company receives manufacturer reimbursements for
certain training, promotional and marketing activities that offset the expenses
of these activities. The expenses and reimbursements are reflected in selling,
general and administrative expenses, as incurred or received.

    FOREIGN CURRENCY  The accounts of the foreign subsidiaries are translated in
accordance with Statement of Financial Accounting Standard No. 52, Foreign
Currency Translation, which requires that assets and liabilities of
international operations be translated using the exchange rate in effect at the
balance sheet date. The results of operations are translated using an average
exchange rate for the year. The effects of rate fluctuations in translating
assets and liabilities of international operations into U.S. dollars are
accumulated and reflected as a foreign currency translation adjustment in the
statements of stockholders' equity. Transaction gains and losses are included in
net income.

    Market risks relating to the Company's operations result primarily from
changes in foreign exchange rates. The Company routinely enters into forward
currency exchange contracts in the regular course of business to manage its
exposure against foreign currency fluctuations on intercompany loans. These
contracts are generally for durations of less than twelve months.

    The Company has forward contracts to sell Canadian Dollars for United States
Dollars in the notional amount of $4,400,000 with a carrying value of $0 and a
fair value of approximately $34,000 as of February 3, 2001.

    COMPREHENSIVE INCOME  Effective February 1, 1998, the Company adopted
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." This statement requires that all items recognized under accounting
standards as components of comprehensive income be reported in an annual
financial statement that is displayed with the same prominence as other
financial statements. The Company has included the required information in the
Statement of Stockholders' Equity. Accumulated Other Comprehensive Income
includes foreign currency translation adjustments.

    INCOME TAXES  The Company is subject to federal and state income taxes as a
C corporation whereas the EB Group had been treated as an S corporation and a
partnership for federal and certain state income tax purposes resulting in
taxable income being passed through to the shareholders and partners. For
purposes of comparison, a pro forma tax charge has been reflected on the
statements of income for fiscal 1999 to show the results of operations as if the
EB Group had been subject to taxes as a C corporation.

    Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences

                                      F-9
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

    NET INCOME PER SHARE  Basic income per share is calculated by dividing net
income by the weighted average number of shares of the Company's Common Stock
outstanding during the period. Diluted income per share is calculated by
adjusting the weighted average common shares outstanding for the dilutive effect
of common stock equivalents related to stock options.

    The following is a reconciliation of the basic weighted average number of
shares outstanding to the diluted weighted average number of shares outstanding:

<Table>
<Caption>
                                                                FISCAL       FISCAL
                                                                 2000         2001
                                                              ----------   ----------
<S>                                                           <C>          <C>
Weighted average shares outstanding--basic..................  20,559,100   22,253,816
Dilutive effect of stock options............................     203,149      212,214
                                                              ----------   ----------
Weighted average outstanding--diluted shares................  20,762,249   22,466,030
                                                              ==========   ==========
</Table>

    USE OF ESTIMATES  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    FAIR VALUE OF FINANCIAL INSTRUMENTS  The Company's financial instruments are
accounts receivable, accounts payable, long-term debt, certain long-term
investments, and foreign exchange contracts. The carrying value of accounts
receivable and accounts payable approximates fair value due to the short
maturity of these instruments. The carrying value of life insurance policies
included in other assets approximates fair value based on estimates received
from insurance companies. The fair value of the foreign exchange contracts is
included in the foreign currency note on page F-9.

(2)  COMMITMENTS

    LEASE COMMITMENTS  At February 3, 2001, the future annual minimum lease
payments under operating leases for the following five fiscal years and
thereafter were as follows:

<Table>
<Caption>
                                                          RETAIL
                                                          STORE       DISTRIBUTION   TOTAL LEASE
                                                        LOCATIONS      FACILITIES    COMMITMENTS
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
Fiscal 2002..........................................  $ 36,712,845    $  922,036    $ 37,634,881
Fiscal 2003..........................................    35,407,681       902,836      36,310,517
Fiscal 2004..........................................    32,431,773       898,996      33,330,769
Fiscal 2005..........................................    30,019,865       757,780      30,777,645
Fiscal 2006..........................................    27,581,333       244,000      27,825,333
Thereafter...........................................    85,707,510            --      85,707,510
                                                       ------------    ----------    ------------
                                                       $247,861,007    $3,725,648    $251,586,655
                                                       ============    ==========    ============
</Table>

                                      F-10
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2)  COMMITMENTS (CONTINUED)
    The total future minimum lease payments include lease commitments for new
retail locations not in operation at February 3, 2001, and exclude contingent
rentals based upon sales volume and owner expense reimbursements. The terms of
the operating leases for the retail locations provide that, in addition to the
minimum lease payments, the Company is required to pay additional rent to the
extent retail sales, as defined, exceed amounts set forth in the lease
agreements and to reimburse the landlord for the Company's proportionate share
of the landlord's costs and expenses incurred in the maintenance and operation
of the shopping mall. Contingent rentals were approximately $10,695,000,
$12,605,000 and $9,966,000 in fiscal 1999, fiscal 2000 and fiscal 2001,
respectively. Rent expense, including contingent rental amounts, was
approximately $43,008,000, $53,178,000 and $58,496,000 in fiscal 1999, fiscal
2000 and fiscal 2001, respectively.

    Certain of the Company's lease agreements provide for varying lease payments
over the life of the leases. For financial statement purposes, rental expense is
recognized on a straight-line basis over the original term of the agreements.
Actual lease payments are less than the rental expense reflected in the
statements of operations by approximately $84,000, $161,000 and 508,000 for
fiscal 1999, fiscal 2000 and fiscal 2001, respectively.

(3)  ACCRUED EXPENSES

    Accrued expenses consist of the following:

<Table>
<Caption>
                                                              JANUARY 29,   FEBRUARY 3,
                                                                 2000          2001
                                                              -----------   -----------
<S>                                                           <C>           <C>
Employee compensation and related taxes.....................  $ 7,439,552   $ 5,824,769
Gift certificates and customer deposits.....................    3,269,046     5,153,460
Deferred revenue............................................    2,327,733     3,605,498
Accrued rent................................................    4,970,409     3,375,045
Other accrued liabilities...................................    5,430,528     6,026,119
                                                              -----------   -----------
Total.......................................................  $23,437,268   $23,984,891
                                                              ===========   ===========
</Table>

(4)  DEBT

    The Company had available a revolving credit facility allowing for maximum
borrowings of $50,000,000 at January 29, 2000 and February 3, 2001. The
revolving credit facility was renewed for a one-year term expiring on March 16,
2002. Interest accrues on borrowings at a per annum rate equal to either LIBOR
plus 250 basis points or the bank's base rate of interest, at the Company's
option. The revolving credit agreement contains restrictive covenants regarding
transactions with affiliates, the payment of dividends, and other financial and
non-financial matters and is secured by certain assets, including accounts
receivable, inventory, fixtures and equipment. There was no outstanding balance
at January 29, 2000 and February 3, 2001 on this facility.

    The current portion of long-term debt at January 29, 2000 included a
promissory note with a balance of $8,353 that was repaid on February 1, 2000.

                                      F-11
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(5)  RELATED PARTY TRANSACTIONS

    TRANSACTIONS WITH AFFILIATES  In fiscal 1996, the EB Group entered into a
services agreement with Electronics Boutique Plc to provide consulting,
management, training, and advertising assistance which expires on January 31,
2006. The majority shareholder of the Company indirectly owns approximately 20%
of Electronics Boutique Plc. The agreement was assigned to the Company. The
agreement prohibits the Company from competing in the United Kingdom or Ireland
during the term of the agreement, and for one year after its termination. The
agreement provides for a fee to be paid to the EB Group based on a formula of 1%
of adjusted sales and if budgeted profits are exceeded for the year, a bonus
equal to 25% of such excess. The management fee receivable at January 29, 2000
was $1,301,000 and at February 3, 2001 was $558,000; both were included in
accounts receivable--trade and vendors. Included in management fees for fiscal
1999, fiscal 2000 and fiscal 2001 was $2,529,000, $3,850,000 and $4,366,000,
respectively. Additionally, the agreement provides that the Company is to be
reimbursed by Electronics Boutique Plc for all reasonable travel and subsistence
expenses incurred by employees of the Company during their performance of the
agreement. Amounts outstanding for these expenses at January 29, 2000 were
$198,000 and were included in accounts receivable--trade and vendors. At
February 3, 2001 there was a balance due to Electronics Boutique Plc of $43,000,
which was included in accrued expenses.

    Equity in loss of affiliates includes $160,575 for fiscal 1999 for
Electronics Boutique Plc.

    In June 2000, the Company purchased its headquarters and its primary
distribution center, which are located in a single 140,000 square foot building
on several acres in West Chester, Pennsylvania, from its majority shareholder
for $6,700,000.

(6)  CONSULTING AGREEMENT

    In July 1993, the EB Group entered into a consulting agreement with a
business that owns and operates retail stores. The Company provides consulting,
management, administrative, marketing, and advertising assistance to this retail
business. The Company received $476,000, $226,000 and $57,000 during fiscal
1999, fiscal 2000 and fiscal 2001, respectively, as reimbursement for
incremental costs incurred based on a formula as defined. Amounts owed to the
Company for these items and trade credit at January 29, 2000 and February 3,
2001 are included in accounts receivable. Reimbursements offset selling, general
and administrative expenses. Based on certain performance criteria as defined,
the Company can also earn a performance fee. The Company earned $648,000 for
fiscal 1999 ($248,000 of which was recorded in fiscal 2000) and $543,000 for
fiscal 2000. No performance fee was earned for fiscal 2001. The consulting
agreement expired on January 31, 2001.

                                      F-12
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7)  PRO FORMA STATEMENT OF INCOME INFORMATION (UNAUDITED)

    For purposes of comparison, the following pro forma information for and
fiscal 1999 is presented to show pro forma income on an after-tax basis as if
the EB Group had been subject to taxes as a C corporation.

<Table>
<Caption>
                                                               FISCAL
                                                                1999
                                                              --------
<S>                                                           <C>
Federal statutory tax rate..................................   35.00%
State income taxes, net of federal benefit..................    3.18
Other.......................................................    3.34
Change in valuation allowance...............................   (4.41)
                                                               -----
Pro forma income tax rate...................................   37.11%
                                                               =====
</Table>

    Set forth below are pro forma results of operations for fiscal 1999. The
following table sets forth the calculation of basic and diluted net income per
share:

<Table>
<Caption>
                                                                FISCAL
                                                                 1999
                                                              -----------
<S>                                                           <C>
Income before income taxes..................................  $31,978,549
Pro forma income taxes......................................   11,866,084
                                                              -----------
Pro forma net income........................................  $20,112,465
                                                              ===========
Pro forma net income per share--basic.......................  $      1.12
                                                              ===========
Pro forma weighted average shares outstanding--basic........   18,029,777
                                                              ===========
Pro forma net income per share--diluted.....................  $      1.11
                                                              ===========
Pro forma weighted average shares outstanding--diluted......   18,084,109
                                                              ===========
</Table>

    The pro forma weighted average shares outstanding--basic reflects the effect
of shares issued by the Company for the acquisition of substantially all the
operating assets and liabilities of the EB Group for periods prior to the
initial public offering. The pro forma weighted average shares outstanding--
diluted additionally include the effect of dilutive stock options.

(8)  CAPITAL STOCK

    On November 23, 1999, the Company completed a secondary offering of
3,500,000 shares of common stock. Of the 3,500,000 shares sold, 2,000,000 shares
were for the account of the Company and 1,500,000 shares were for the account of
EB Nevada Inc., the selling shareholder. The transaction resulted in net
proceeds (after offering expenses) to the Company of approximately $40.0
million.

                                      F-13
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9)  EMPLOYEES' RETIREMENT PLAN

    The Company provides employees with retirement benefits under a 401(k)
salary reduction plan. Generally, employees are eligible to participate in the
plan after attaining age 21 and completing one year of service. Eligible
employees may contribute up to 17% of their compensation to the plan. Company
contributions are at the Company's discretion and may not exceed 15% of an
eligible employee's compensation. Company contributions to the plan are fully
vested for eligible employees with five years or more of service. Contributions
under this plan were approximately $389,000, $433,000 and $456,000 in fiscal
1999, fiscal 2000 and fiscal 2001, respectively.

(10)  EQUITY PLANS

    EQUITY PARTICIPATION PLAN  The Company adopted an equity participation plan
pursuant to which 2,100,000 and 2,000,000 shares of common stock were reserved
in 1998 and 2000, respectively, for issuance upon the exercise of stock options
granted to employees, consultants and directors. The exercise price of options
granted under this plan may not be less than fair market value per share of
common stock at the grant date; options become exercisable one to three years
after the grant date and expire over a period of not more than ten years.
Exercisability is accelerated on a change in control of the Company, as defined
in the plan.

    EMPLOYEE STOCK PURCHASE PLAN  Under Electronics Boutique's Employee Stock
Purchase Plan (the Purchase Plan), associates meeting specific employment
qualifications are eligible to participate and can purchase shares quarterly
through payroll deductions at the lower of 85% of the fair market value of the
stock at the commencement or end of the offering period. The Purchase Plan
permits eligible associates to purchase common stock through payroll deductions
for up to 10% of qualified compensation. As of February 3, 2001, 1,000,000
shares remain available for issuance under the Purchase Plan. The
weighted-average fair value of the purchase rights granted in fiscal 2001 was
$15.28.

    Pro forma information regarding net income and income per share is required
by Statement of Financial Accounting Standard ("FAS") No.123, and has been
determined as if the Company had accounted for its employee stock options and
the purchase plan under the fair value method of that Statement. The fair value
was estimated at the date of grant using a Black-Scholes option pricing model
with the following weighted average assumptions:

<Table>
<Caption>
                                                               FISCAL        FISCAL        FISCAL
                                                                1999          2000          2001
                                                              --------      --------      --------
<S>                                                           <C>           <C>           <C>
Expected volatility.........................................   50.00%        62.39%        62.41%
Risk-free interest rate.....................................    4.55%         4.93%         4.86%
Expected life of options in years...........................     3.5           3.0           3.0
Expected life of purchase rights in months..................      --            --           3.0
Dividend yield..............................................       0             0             0
</Table>

    The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially

                                      F-14
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(10)  EQUITY PLANS (CONTINUED)
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.

    For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
information follows:

<Table>
<Caption>
                                                          FISCAL        FISCAL        FISCAL
                                                           1999          2000          2001
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
Net income:
  As reported (pro forma in fiscal 1999)..............  $20,112,465   $22,830,388   $14,871,263
  Pro forma net income................................  $19,234,620   $20,942,647   $12,100,336
Pro forma income per common share:
  Basic...............................................  $      1.07   $      1.02   $      0.54
  Diluted.............................................  $      1.06   $      1.01   $      0.54
</Table>

    A summary of the Company's stock option activity, and related information
for the fiscal year ended January 30, 1999, January 29, 2000 and February 3,
2001 follows:

<Table>
<Caption>
                                                                  EXERCISE PRICE-   WEIGHTED AVERAGE
                                                       SHARES     RANGE PER SHARE    EXERCISE PRICE
                                                      ---------   ---------------   ----------------
<S>                                                   <C>         <C>               <C>
Outstanding at January 31, 1998.....................         --    $          --         $   --
Granted.............................................  1,599,133            14.00          14.00
Forfeited...........................................    (37,800)           14.00          14.00
                                                      ---------    -------------         ------
Outstanding at January 30, 1999.....................  1,561,333            14.00          14.00
Granted.............................................    342,086      17.00-24.00          19.82
Exercised...........................................    (51,914)           14.00          14.00
Forfeited...........................................    (73,029)     14.00-19.88          14.00
                                                      ---------    -------------         ------
Outstanding at January 29, 2000.....................  1,778,476
Granted.............................................    412,200      16.44-19.06          15.32
Exercised...........................................    (61,429)     14.00-19.88          14.02
Forfeited...........................................    (79,729)     14.00-19.88          15.33
                                                      ---------    -------------         ------
Outstanding at February 3, 2001.....................  2,049,518
Exercisable at February 3, 2001.....................    989,394
</Table>

    The weighted average exercise price for all options outstanding as of
February 3, 2001 was $15.09. The average remaining contractual life of those
options was 8.0 years.

(11)  INCOME TAXES

    As discussed in notes 1 and 8, the Company is subject to federal and state
income taxes as a C corporation whereas its predecessors had been treated as an
S corporation and a partnership for federal and certain state income tax
purposes resulting in taxable income being passed through to the shareholders
and partners.

                                      F-15
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(11)  INCOME TAXES (CONTINUED)

    Income before income taxes was as follows:

<Table>
<Caption>
                                                          FISCAL        FISCAL        FISCAL
                                                           1999          2000          2001
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
Domestic..............................................  $31,331,801   $32,585,914   $19,790,343
Foreign...............................................      646,748     5,252,247     4,871,787
                                                        -----------   -----------   -----------
Total.................................................  $31,978,549   $37,838,161   $24,662,129
                                                        ===========   ===========   ===========
</Table>

    The provision for income taxes for fiscal 1999, fiscal 2000 and fiscal 2001
consists of the following:

<Table>
<Caption>
                                                           FISCAL        FISCAL        FISCAL
                                                            1999          2000          2001
                                                         -----------   -----------   ----------
<S>                                                      <C>           <C>           <C>
Federal statutory tax rate.............................        35.00%        35.00%       35.00%
State income taxes, net of federal benefit.............         3.18          2.73         1.13
Foreign incremental taxes..............................           --          1.06         1.59
S corporation earnings not subject to federal
  taxation.............................................        (0.22)           --           --
Other..................................................         3.02          0.63         1.26
Change in valuation allowance..........................        (4.41)         0.24         0.72
                                                         -----------   -----------   ----------
Income tax expense.....................................        36.57%        39.66%       39.70%
                                                         ===========   ===========   ==========
Current:
  Domestic--Federal....................................  $ 9,767,127   $12,022,610   $7,357,411
  Domestic--State......................................    3,050,653     1,601,952    1,030,459
  Foreign..............................................       60,528     3,045,359    2,135,695
Deferred:
  Domestic--Federal....................................      159,331    (1,245,891)    (115,269)
  Domestic--State......................................      159,331      (317,963)    (602,700)
  Foreign..............................................     (624,700)      (98,294)     (14,730)
                                                         -----------   -----------   ----------
Income tax expense.....................................  $11,693,270   $15,007,773   $9,790,866
                                                         ===========   ===========   ==========
</Table>

    Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax

                                      F-16
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(11)  INCOME TAXES (CONTINUED)
purposes. The following is a summary of the significant components of the
Company's deferred tax assets and liabilities as of January 29, 2000 (fiscal
2000) and February 3, 2001 (fiscal 2001).

<Table>
<Caption>
                                                                FISCAL        FISCAL
                                                                 2000          2001
                                                              -----------   -----------
<S>                                                           <C>           <C>
Deferred tax assets:
  Inventory capitalized costs...............................  $ 1,575,272   $ 1,437,370
  Accrued expenses..........................................    2,078,001     2,447,190
  State net operating loss..................................           --       576,220
  Fixed assets..............................................    7,161,428     7,251,683
  Deferred rent.............................................    1,146,428     1,260,713
  Amortization of goodwill..................................      235,603       163,862
  Foreign net operating loss................................      306,000       420,000
                                                              -----------   -----------
  Total gross deferred tax asset............................   12,502,732    13,557,038
  Valuation allowance.......................................     (306,000)     (420,000)
                                                              -----------   -----------
  Net deferred tax asset....................................  $12,196,732   $13,137,038
                                                              ===========   ===========
</Table>

    The increase in the valuation allowance of $92,000 and $114,000 in fiscal
2000 and 2001, respectively, results from net operating losses from a foreign
subsidiary.

(12)  QUARTERLY RESULTS (UNAUDITED)

    Electronics Boutique's business, like that of most retailers, is highly
seasonal. A significant portion of our net sales, management fees and profits
are generated during Electronics Boutique's fourth fiscal quarter, which
includes the holiday selling season. Results for any quarter are not necessarily
indicative of the results that may be achieved for a full fiscal year. Quarterly
results may fluctuate materially depending upon, among other factors, the timing
of new product introductions and new store openings, net sales contributed by
new stores, increases or decreases in comparable store sales, adverse weather
conditions, shifts in the timing of certain holidays or promotions and changes
in Electronics Boutique's merchandise mix.

                                      F-17
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(12)  QUARTERLY RESULTS (UNAUDITED) (CONTINUED)

    The following table sets forth certain unaudited quarterly income statement
information for fiscal 2000 and fiscal 2001. The unaudited quarterly information
includes all normal recurring adjustments that management considers necessary
for a fair presentation of the information shown.

<Table>
<Caption>
                                                           FISCAL 2000                                 FISCAL 2001
                                            -----------------------------------------   -----------------------------------------
                                              1ST        2ND        3RD        4TH        1ST        2ND        3RD        4TH
                                            QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER
                                            --------   --------   --------   --------   --------   --------   --------   --------
                                                                 (IN THOUSANDS, EXCEPT FOR NUMBER OF STORES)
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Total revenues............................  $123,845   $113,272   $177,751   $315,526   $151,479   $126,128   $159,166   $333,987
Gross profit..............................    33,167     30,756     41,430     76,870     38,592     31,658     36,936     73,152
Operating income (loss)...................     4,435        941      6,291     24,744      2,938     (5,633)     1,950     20,761
Net income (loss).........................     2,873        549      3,864     15,545      2,404     (2,006)     1,394     13,080
Earnings (loss) per share
  --Basic.................................      0.14       0.03       0.19       0.72       0.11      (0.09)      0.06       0.59
  --Diluted...............................      0.14       0.03       0.19       0.71       0.11      (0.09)      0.06       0.58
Stores open at quarter end................       550        564        595        619        628        645        694        737
</Table>

    A gain of $1.6 million resulting from the termination fee on the acquisition
of Funco, Inc. was recorded in other income in the second quarter of fiscal
2001.

                                      F-18
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              FEBRUARY 3,       MAY 5,
                                                                  2001           2001
                                                              ------------   ------------
                                                                             (UNAUDITED)
<S>                                                           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 45,111,445   $ 17,533,619
  Accounts receivable:
    Trade and vendors.......................................     7,905,650      5,821,758
    Other...................................................       257,176        260,144
  Merchandise inventories...................................   100,185,374    117,305,249
  Deferred tax asset........................................     4,460,780      4,452,066
  Prepaid expenses..........................................     5,069,802      5,883,979
                                                              ------------   ------------
  TOTAL CURRENT ASSETS......................................   162,990,227    151,256,815
                                                              ------------   ------------
Property and equipment:
  Building & leasehold improvements.........................    76,709,776     79,292,875
  Fixtures and equipment....................................    59,916,886     62,110,578
  Land......................................................     5,418,727      5,343,507
  Construction in progress..................................     4,752,103      3,970,279
                                                              ------------   ------------
                                                               146,797,492    150,717,239
  Less accumulated depreciation and amortization............    55,629,616     59,243,989
                                                              ------------   ------------
Net property and equipment..................................    91,167,876     91,473,250
Goodwill and other intangible assets, net of accumulated
  amortization of $1,296,320 and $1,242,890 as of May 5,
  2001 and February 3, 2001.................................     1,243,465      1,190,035
Deferred tax asset..........................................     8,676,258      8,604,269
Other assets................................................     3,160,714      3,115,461
                                                              ------------   ------------
  TOTAL ASSETS..............................................  $267,238,540   $255,639,830
                                                              ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $102,381,151   $ 99,908,221
  Accrued expenses..........................................    23,984,891     21,687,525
  Income taxes payable......................................     6,491,397             --
                                                              ------------   ------------
  TOTAL CURRENT LIABILITIES.................................   132,857,439    121,595,746
                                                              ------------   ------------
Long-term liabilities:
  Deferred rent.............................................     3,161,205      3,275,963
                                                              ------------   ------------
  TOTAL LIABILITIES.........................................   136,018,644    124,871,709
                                                              ------------   ------------
Commitments
Stockholders' equity
  Preferred stock--authorized 25,000,000 shares; $.01 par
    value; no shares issued and outstanding at May 5, 2001
    and February 3, 2001....................................            --             --
  Common stock--authorized 100,000,000 shares; $.01 par
    value; 22,421,540 and 22,304,722 shares issued and
    outstanding at May 5, 2001 and February 3, 2001,
    respectively............................................       223,047        224,215
  Additional paid-in capital................................    77,060,816     78,704,898
  Accumulated other comprehensive loss......................    (1,551,809)    (2,230,913)
  Retained earnings.........................................    55,487,842     54,069,921
                                                              ------------   ------------
  TOTAL STOCKHOLDERS' EQUITY................................   131,219,896    130,768,121
                                                              ------------   ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................  $267,238,540   $255,639,830
                                                              ============   ============
</Table>

                                      F-19
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<Table>
<Caption>
                                                                 THIRTEEN WEEKS ENDED
                                                              ---------------------------
                                                               APRIL 29,        MAY 5,
                                                                  2000           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
Net sales...................................................  $150,554,660   $178,897,613
Management fees.............................................       924,525        962,549
                                                              ------------   ------------
Total revenues..............................................   151,479,185    179,860,162
                                                              ------------   ------------
Costs and expenses:
  Costs of merchandise sold, including freight..............   112,887,488    138,126,486
  Selling, general and administrative.......................    32,112,691     40,020,377
  Depreciation and amortization.............................     3,540,774      4,555,508
                                                              ------------   ------------
Operating income (loss).....................................     2,938,232     (2,842,209)
Interest income, net........................................    (1,045,054)      (490,765)
                                                              ------------   ------------
Income (loss) before income taxes...........................     3,983,286     (2,351,444)
Income tax expense (benefit)................................     1,579,771       (933,523)
                                                              ------------   ------------
Net income (loss)...........................................  $  2,403,515   $ (1,417,921)
                                                              ============   ============
Net income (loss) per share--basic..........................  $       0.11   $      (0.06)
                                                              ============   ============
Weighted average shares outstanding--basic..................    22,223,443     22,332,096
                                                              ============   ============
Net income (loss) per share--diluted........................  $       0.11   $      (0.06)
                                                              ============   ============
Weighted average shares outstanding--diluted................    22,417,430     22,332,096
                                                              ============   ============
</Table>

                                      F-20
<Page>
              ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<Table>
<Caption>
                                                                 THIRTEEN WEEKS ENDED
                                                              ---------------------------
                                                               APRIL 29,        MAY 5,
                                                                  2000           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................  $  2,403,515   $ (1,417,921)
  Adjustments to reconcile net income(loss) to cash used in
    operating activities:
    Depreciation of property and equipment..................     3,442,021      4,502,078
    Amortization of other assets............................        98,752         53,430
    Loss on disposal of property and equipment..............        24,892         77,383
    Changes in assets and liabilities:
      Decrease (increase) in:
        Accounts receivable.................................     4,757,130      2,055,648
        Merchandise inventories.............................       351,446    (17,743,997)
        Prepaid expenses....................................       (75,574)      (849,928)
        Deferred taxes......................................            --         39,975
        Other long-term assets..............................      (324,211)        28,036
      (Decrease) increase in:
        Accounts payable....................................   (21,195,335)    (1,801,871)
        Accrued expenses....................................    (4,939,295)    (2,185,786)
        Income taxes payable................................    (5,606,447)    (6,459,923)
        Deferred rent.......................................       105,898        120,083
                                                              ------------   ------------
NET CASH USED IN OPERATING ACTIVITIES.......................   (20,957,208)   (23,582,793)
                                                              ------------   ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchases of property and equipment.......................    (7,169,012)    (5,550,658)
  Proceeds from disposition of assets.......................        15,000          2,217
                                                              ------------   ------------
NET CASH USED IN INVESTING ACTIVITIES.......................    (7,154,012)    (5,548,441)
                                                              ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options...................            --      1,551,080
  Repayments of long-term debt..............................        (8,353)            --
  Proceeds from issuance of common stock....................        51,800         94,170
                                                              ------------   ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES...................        43,447      1,645,250
                                                              ------------   ------------
Effects of exchange rates on cash...........................      (622,144)       (91,842)

Net decrease in cash and cash equivalents...................   (28,689,917)   (27,577,826)
Cash and cash equivalents, beginning of period..............    88,356,091     45,111,445
                                                              ------------   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $ 59,666,174   $ 17,533,619
                                                              ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Taxes paid................................................  $  7,044,013   $  5,520,669
  Interest paid.............................................         2,948          1,427
</Table>

                                      F-21
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

(1)  BASIS OF PRESENTATION

    The consolidated financial statements include the accounts of Electronics
Boutique Holdings Corp. and its wholly owned subsidiaries ("Electronics
Boutique"). All intercompany transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.

    The accompanying unaudited consolidated financial statements of Electronics
Boutique have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. These financial statements should
be read in conjunction with the more complete disclosures contained in the
consolidated financial statements and notes thereto for the fiscal year ended
February 3, 2001 contained in Electronics Boutique's Form 10-K filed with the
Securities and Exchange Commission. Operating results for the thirteen-week
period ended May 5, 2001 are not necessarily indicative of the results that may
be expected for the fiscal year ending February 2, 2002.

(2)  NET INCOME (LOSS) PER SHARE

    Basic net income (loss) per share is computed on the basis of the weighted
average number of shares outstanding during the period. Because Electronics
Boutique incurred a net loss for the thirteen week period ended May 5, 2001, the
weighted average shares used for diluted net loss per share equals the weighted
average number of shares used for the basic net loss per share. Diluted net
income per share for the thirteen week period ended April 29, 2000 is computed
on the basis of the weighted average number of shares outstanding during the
period plus the dilutive effect of stock options.

(3)  INCOME TAXES

    Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(4)  DEBT

    Electronics Boutique has available a revolving credit facility with Fleet
Capital Corporation for maximum borrowings of $50.0 million. As of May 5, 2001,
there were no outstanding borrowings on this facility.

(5)  COMPREHENSIVE INCOME

    Effective February 1, 1998, Electronics Boutique adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This
statement requires that all items recognized under accounting standards as
components of comprehensive income be reported in an

                                      F-22
<Page>
                      ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

(5)  COMPREHENSIVE INCOME (CONTINUED)
annual financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is computed as follows:

<Table>
<Caption>
                                                        THIRTEEN WEEKS ENDED
                                                      ------------------------
                                                      APRIL 29,      MAY 5,
                                                         2000         2001
                                                      ----------   -----------
<S>                                                   <C>          <C>
Net income (loss)...................................  $2,403,515   $(1,417,921)
Foreign currency translation adjustment.............    (947,988)     (679,104)
                                                      ----------   -----------
Comprehensive income (loss).........................  $1,455,527   $(2,097,025)
                                                      ==========   ===========
</Table>

(6)  FOREIGN CURRENCY

    Electronics Boutique is subject to foreign currency risk as it operates in a
number of countries outside the United States. Electronics Boutique occasionally
enters into foreign currency forward contracts to manage its exposure against
foreign currency fluctuations on intercompany loans and accounts payable. These
contracts are generally for durations of less than twelve months and are used to
mitigate the foreign currency risk. Electronics Boutique does not purchase
speculative derivatives.

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities on the balance sheet at fair value. Electronics Boutique
adopted this standard in the first quarter of fiscal year 2002. Adoption of this
standard did not materially impact the Company's results of operations or
financial condition.

    As of May 5, 2001, Electronics Boutique has six forward contracts to sell
Canadian Dollars for United States Dollars totaling $11,400,000 with a fair
value of approximately $32,000. These contracts were purchased as fair value
hedges of intercompany loans. Electronics Boutique recorded an immaterial amount
of net loss related to hedge ineffectiveness in the quarter. The net loss is
recorded in selling, general and administrative expense. One contract for
$4,500,000 expires in May 2001 and the remaining contracts for $6,900,000 expire
in December 2001.

                                      F-23
<Page>
                              [Inside Back Cover]

    Our "EB" logo forms the background of the inside back cover. Along the right
margin vertically are the words "Electronics Boutique-Registered Trademark-."
There are four photographs on the page. The photograph, top left, depicts
customers purchasing merchandise from a store employee. The photograph, center
right, depicts the interior of a store. The photograph, bottom left, depicts a
store employee assisting a customer. The photograph, bottom right, depicts an
employee at one of our distribution facilities.
<Page>
                                     [LOGO]

</TEXT>
</DOCUMENT>
</SUBMISSION>
