Radio Shack 2012 Annual Report Download

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2012 ANNUAL REPORT

Table of contents

  • Page 1
    2012 ANNUAL REPORT

  • Page 2
    ... measures to begin stabilizing the business, including moderating the gross margin rate erosion in mobility and consumer electronics, and driving sales growth in our signature category. This team also positioned RadioShack's financial and operational structure to weather the challenges a turnaround...

  • Page 3
    ... executive offices) 76102 (Zip Code) Registrant's telephone number, including area code (817) 415-3011 _____ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Common Stock, par value $1 per share Name of each exchange on which registered New York Stock Exchange...

  • Page 4
    ... 13. Item 14. PART IV Item 15. Exhibits, Financial Statement Schedules Signatures Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Index to Exhibits 37 38 39 40 81 Directors, Executive Officers and Corporate Governance Executive Compensation Security...

  • Page 5
    ... telephones, GPS devices, cameras, digital televisions, and other consumer electronics products. SUPPORT OPERATIONS Our retail stores, along with our Target Mobile centers and dealer outlets, are supported by an established infrastructure. Below are the major components of this support structure...

  • Page 6
    ... ships store fixtures to our U.S. and Mexico company-operated stores and Target Mobile centers. RadioShack Technology Services ("RSTS") - Our management information system architecture is composed of a distributed, online network of computers that links all stores, Target Mobile centers, customer...

  • Page 7
    ... selection of appropriate products and accessories and, when applicable, assisting customers with service activation. For information regarding the net sales and operating revenues and operating income for our reportable segments for fiscal years ended December 31, 2012, 2011 and 2010, see Note 16...

  • Page 8
    ... trade creditors to change their terms for payment on goods and services provided to us, thereby negatively impacting our ability to receive products and services on acceptable terms. Additionally, if we incur additional indebtedness in the future and, if new debt is added to our current debt levels...

  • Page 9
    ... or grow our comparable store sales and our business generally: • Our inability to recognize evolving consumer electronics trends and offer products that our target customer needs or wants • Our employees' inability to provide solutions, answers, and information related to increasingly complex...

  • Page 10
    ... results of operations and financial condition. We maintain significant receivable balances from various vendors and service providers such as Sprint, AT&T, and Verizon consisting of commissions and other funds related to these relationships. At December 31, 2012 and 2011, our net receivables from...

  • Page 11
    ... the market, our results of operations and financial condition could be materially adversely affected. Any new products, services or technologies we identify may have a limited sales life. Furthermore, it is possible that new products, services or technologies will never achieve widespread consumer...

  • Page 12
    ... located in various parts of the world to obtain private brand merchandise and other products. If any of our key vendors fail to supply us with products, we may not be able to meet the demands of our customers, and our sales and profitability could be materially adversely affected. We purchase...

  • Page 13
    ... of Significant Accounting Policies - Property, Plant and Equipment Supplemental Balance Sheet Disclosures - Property, Plant and Equipment, Net Commitments and Contingencies Note 2 Note 3 Note 14 We lease, rather than own, most of our retail facilities. Our stores are located in shopping malls...

  • Page 14
    ... We closed 103 stores after we decided not to renew their leases during 2012. In 2009 we conducted a test program of retail locations in approximately 100 Target stores. In the third quarter of 2010 we signed a multi-year agreement with Target Corporation to operate Target Mobile centers in certain...

  • Page 15
    ... our contractual right to notify Target of our intention to stop operating the Target Mobile centers if we could not amend the current arrangement. An acceptable arrangement was not negotiated; therefore, we will exit this business by April 8, 2013. Does not include international dealers. 13

  • Page 16
    ...2011) Executive Vice President - Chief Human Resources Officer and General Manager of Retail Services (July 2012) Executive Vice President - Strategy and Consumer Insights (January 2013) Executive Vice President - Operations (January 2013) Senior Vice President - Chief Information Officer (June 2009...

  • Page 17
    ...sales, marketing, and logistics service provider, and merchandise manager and national buyer at Circuit City, Inc., a consumer electronics retailer. Mr. Risch was appointed Executive Vice President - Operations in January 2013. Previously, Mr. Risch held the following positions at Target Corporation...

  • Page 18
    ...31, 2012 Total Total Number of Shares Purchased (3) 85,922 ---- Average Price Paid per Share $ 2.27 $ -$ -- (1) In October 2011 our Board of Directors approved an authorization for a total share repurchase of $200 million of the Company's common stock to be executed through open market or private...

  • Page 19
    ...of the S&P 500. The graph assumes an investment of $100 at the close of trading on December 31, 2007, in RadioShack common stock, the S&P 500 Index and the S&P Specialty Retail Index. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Among RadioShack Corporation, the S&P 500 Index, and S&P Specialty...

  • Page 20
    ... net (loss) income per share Shares used in computing net (loss) income per share: Basic Diluted Gross profit as a percent of sales SG&A expense as a percent of sales Operating (loss) income as a percent of sales Balance Sheet Data Inventories Total assets Working capital Capital structure: Current...

  • Page 21
    ... exit this business by April 8, 2013. Comparable store sales include the sales of U.S. and Mexico RadioShack company-operated stores as well as Target Mobile centers and kiosks with more than 12 full months of recorded sales. Following their closure as Sprint-branded kiosks in August 2009, certain...

  • Page 22
    ... sales at our Target Mobile centers. Gross profit decreased by $249.0 million, or 13.8%, to $1,561.8 million when compared with last year. This decrease was primarily driven by decreased gross profit in our postpaid wireless business in our U.S. RadioShack company-operated stores. Gross margin rate...

  • Page 23
    ...models and the discontinuation of Sprint's early upgrade program for certain customers that began in mid-2011; higher sales in the third quarter of 2011 related to a special wireless handset promotion; the soft postpaid market due to consumer anticipation of the iPhone 5 launch; and inventory supply...

  • Page 24
    ... models and the discontinuation of Sprint's early upgrade program for certain customers that began in mid-2011; higher sales in the third quarter of 2011 related to a special wireless handset promotion; the soft postpaid market due to consumer anticipation of the iPhone 5 launch; and inventory...

  • Page 25
    ... Apple iPhone and Android-based smartphones. The decrease in our consolidated gross margin rate was a result of the decrease in the gross margin rate of the postpaid wireless business in our U.S. RadioShack company-operated stores and Target Mobile centers. The decrease in the gross margin rate of...

  • Page 26
    ... half of 2012 to support additional Target Mobile centers that were not open in the same period last year and severance costs of $8.5 million in connection with the departure of our Chief Executive Officer combined with the termination of employment of certain corporate headquarters support staff in...

  • Page 27
    ... by an income tax benefit related to our current year operating loss. See Note 10 - "Income Taxes" in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for more information regarding our 2012 income tax expense and valuation allowance. The 2011 effective tax...

  • Page 28
    ...percentage of net sales and operating revenues compared to 2010. The increase in SG&A expense was primarily driven by increased costs to support our Target Mobile centers of approximately $76 million, a one-time charge of $23.4 million related to our transition from T-Mobile to Verizon classified as...

  • Page 29
    ... related to our U.S. RadioShack company-operated stores and information system projects in 2012 and 2011. Our capital expenditures in 2011 also related to our Target Mobile centers. Financing Activities: Net cash provided by financing activities was $81.2 million in 2012 compared with net cash used...

  • Page 30
    ... is a reconciliation of cash flows from operating activities to free cash flow. Year Ended December 31, 2010 2012 2011 $ (43.0) $ 217.9 $ 155.0 (In millions) Net cash (used in) provided by operating activities Less: Additions to property, plant and equipment Dividends paid Free cash flow 67.8 24...

  • Page 31
    ... range from $70 million to $90 million based on our operating performance during the year. U.S. RadioShack company-operated store remodels and relocations and information systems projects will account for the majority of our anticipated 2013 capital expenditures. Cash and cash equivalents and cash...

  • Page 32
    ... in this Annual Report on Form 10-K. Purchase obligations primarily include our product commitments and marketing agreements. These long-term liabilities reflected on our Consolidated Balance Sheet represented contractual obligations for which we could reasonably estimate the timing of cash payments...

  • Page 33
    ..., current market trends and other factors that we believe to be relevant and reasonable at the time the consolidated financial statements are prepared. We continually evaluate the information used to make these estimates as our business and the economic environment change. Actual results may differ...

  • Page 34
    ... selling prices, seasonality factors, consumer trends, competitive pricing, performance of similar products or accessories, planned promotional incentives, technological obsolescence, and estimated costs to sell or dispose of merchandise such as sales commissions. If the estimated market value...

  • Page 35
    ... cost of products sold. If our estimates regarding market value are inaccurate or changes in consumer demand affect certain products in an unforeseen manner, we may be exposed to material losses or gains in excess of our established valuation reserve. We believe that we have sufficient current...

  • Page 36
    ...useful life. Our policy is to evaluate long-lived assets for impairment at a store level for retail operations. We have acquired goodwill related to business acquisitions. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. We review our goodwill balances...

  • Page 37
    ... the stock-based compensation. Additionally, if actual employee forfeitures significantly differ from our estimated forfeitures, we may have an adjustment to our financial statements in future periods. A 10% change in our stock-based compensation expense in 2012 would have affected our net income by...

  • Page 38
    ... the Proxy Statement for the 2013 Annual Meeting under the headings "Item 1 - Election of Directors" and "Meetings and Committees of the Board." For information relating to our Executive Officers, see Part I of this Annual Report on Form 10-K. The Section 16(a) reporting information is incorporated...

  • Page 39
    ... from the Proxy Statement for the 2013 Annual Meeting under the heading Corporate Governance - Director Independence and Review and Approval of Transactions with Related Persons. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Documents filed as part of this Annual Report on Form 10...

  • Page 40
    ... and Chief Administrative Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of RadioShack Corporation and in the capacities indicated as of this 26th day of February, 2013...

  • Page 41
    ... Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for each of the three years in the period ended December 31, 2012 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2012 Consolidated Balance Sheets...

  • Page 42
    ...on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 43
    RADIOSHACK CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Year Ended December 31, 2011 % of Dollars Revenues $ 4,378.0 100.0% 2012 (In millions, except per share amounts) Net sales and operating revenues Cost of products sold (includes depreciation amounts of $8.4 million, $7.5 ...

  • Page 44
    RADIOSHACK CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year Ended December 31, 2011 2010 $ 72.2 $ 206.1 (In millions) Net (loss) income Other comprehensive income: Foreign currency translation adjustments: Foreign currency translation adjustments, net of tax Less: ...

  • Page 45
    RADIOSHACK CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In millions, except for share amounts) Assets Current assets: Cash and cash equivalents Accounts and notes receivable, net Inventories Other current assets Total current assets Property, plant and equipment, net Goodwill, net ...

  • Page 46
    RADIOSHACK CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Year Ended December 31, 2011 2010 $ 72.2 $ 206.1 (In millions) Cash flows from operating activities: Net (loss) income Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: ...

  • Page 47
    ... stock options Stock-based compensation Retirement of treasury stock End of year Retained earnings Beginning of year Net (loss) income Retirement of treasury stock Cash dividends declared End of year Accumulated other comprehensive loss Beginning of year Other comprehensive income (loss) End of year...

  • Page 48
    ... Accounting Policies Supplemental Balance Sheet Disclosures Goodwill Indebtedness and Borrowing Facilities Stockholders' Equity Severance Costs and Exit Activities Stock-Based Incentive Plans Employee Benefit Plans Income Taxes Net (Loss) Income Per Share Derivative Financial Instruments Fair Value...

  • Page 49
    ... telephones, GPS devices, cameras, digital televisions, and other consumer electronics products. SUPPORT OPERATIONS Our retail stores, along with our Target Mobile centers and dealer outlets, are supported by an established infrastructure. Below are the major components of this support structure...

  • Page 50
    ...concentration of credit risk from service providers in the wireless telephone industry, primarily Sprint, AT&T, and Verizon Wireless ("Verizon"). The average payment term for these receivable balances is approximately 45 days. Inventories: Our inventories are stated at the lower of cost - on a first...

  • Page 51
    ... selling prices, seasonality factors, consumer trends, competitive pricing, performance of similar products or accessories, planned promotional incentives, technological obsolescence, and estimated costs to sell or dispose of merchandise such as sales commissions. Property, Plant and Equipment...

  • Page 52
    ... invested are used to invest in the growth of these operations. Revenue Recognition: Our revenue is derived principally from the sale of name brand and private brand products and services to consumers. Revenue is recognized, net of an estimate for customer refunds and product returns, when...

  • Page 53
    ... and service providers relate to earned wireless activation commissions, rebates, residual income, promotions, marketing development funds and other payments from our third-party service providers and product vendors, after taking into account estimates for service providers' customer deactivations...

  • Page 54
    ... Deferred compensation 27.0 28.9 Deferred rent 24.7 28.7 Deferred income taxes 21.2 -Other 14.5 23.9 Total other non-current liabilities $ 223.2 $ 115.1 $ NOTE 4 - GOODWILL Other Assets, Net: (In millions) Notes receivable Deferred income taxes Other Total other assets, net December 31, 2012 2011...

  • Page 55
    ... adjustment Balances at December 31, 2011 Goodwill Accumulated impairment losses Acquisition of dealer Goodwill impairment Foreign currency translation adjustment Balances at December 31, 2012 Goodwill Accumulated impairment losses $ (1) U.S. RadioShack Stores $ 2.9 -2.9 -$ Target Mobile...

  • Page 56
    ...and execute our business plan. Credit Facility Term Loan Due January 2016: The Restated 2016 Credit Facility allowed us to borrow $50.0 million in August of 2012 under a term loan agreement, which is subject to the term loan borrowing base and bears interest at our choice of a bank's prime rate plus...

  • Page 57
    ... stock or specified corporate transactions occur The 2013 Convertible Notes were not convertible at the holders' option at any time during 2012 or 2011. In 2011 we paid an annual dividend of $0.50 per share. This was a $0.25 per share increase as compared to the annual dividend we paid at the time...

  • Page 58
    ... earnings per share when the price of our common stock exceeds the conversion price (currently $23.77 per share). We will include the effect of the additional shares that may be issued upon conversion in our diluted net income per share calculation by using the treasury stock method. When accounting...

  • Page 59
    ...October 2011 our Board of Directors approved a share repurchase program with no expiration date authorizing management to repurchase up to $200 million of our common stock to be executed through open market or private transactions. During the fourth quarter of 2011, we paid $11.9 million to purchase...

  • Page 60
    .... Incentive Stock Plans: Under the Incentive Stock Plans ("ISPs") described below, the exercise price of options must be equal to or greater than the fair market value of a share of our common stock on the date of grant. The Management Development and Compensation Committee of our Board of Directors...

  • Page 61
    ... of 2013. We also granted 2.5 million non-plan options to our former Chief Executive Officer as part of an inducement grant related to the terms of his employment. These options vested over four years from the date of grant and expire in the third quarter of 2013. An additional market condition was...

  • Page 62
    ... stock in 2012, 2011 and 2010, respectively, under these plans. Restricted stock awards are valued at the market price of a share of our common stock on the date of grant. In general, these awards vest at the end of a three-year period from the date of grant and are expensed on a straight-line...

  • Page 63
    ... non-employee director receives a one-time initial grant of units equal to the number of shares of our common stock that represent a fair market value of $150,000 on the grant date, and an annual grant of units equal to the number of shares of our common stock that represent a fair market value of...

  • Page 64
    ... Inventory valuation adjustments Insurance reserves Reserve for estimated wireless service deactivations Deferred revenue Foreign branch net operating losses Indirect effect of unrecognized tax benefits Deferred compensation Stock-based compensation Accrued average rent State net operating loss, net...

  • Page 65
    ... related to 19.3 current period tax positions Settlements (0.3) Lapse in applicable statute of limitations (0.5) Balance at end of year $ 139.8 $ 2011 25.9 1.8 (0.4) 1.8 (0.6) (1.2) 27.3 $ 2010 26.5 -(0.4) 1.7 (1.1) (0.8) 25.9 NOTE 11 - NET (LOSS) INCOME PER SHARE Basic net (loss) income per share...

  • Page 66
    ... that were not included in the calculation of diluted net (loss) income per share for the periods presented: (In millions) Employee stock (1) (2) options Warrants to purchase (3) common stock Convertible debt (4) Instruments 2012 2011 2010 6.9 15.8 15.8 6.3 15.8 15.8 1.8 15.5 15.5 (1) For...

  • Page 67
    ...-adjusted rate of return used to discount these cash flows ranges from 15% to 20%. 65 Target Mobile Centers: In October 2012 we exercised our contractual right to notify Target of our intention to stop operating the Target Mobile centers by no later than April 2013 if we could not amend the current...

  • Page 68
    ... shopping centers owned by other companies. Some leases are based on a minimum rental plus a percentage of the store's sales in excess of a stipulated base figure (contingent rent). Certain leases contain escalation clauses. We also lease a distribution center in Mexico, our corporate headquarters...

  • Page 69
    ...(a) of the Securities Exchange Act of 1934, by making purportedly false and misleading statements concerning the adverse impact of a corporate strategy to transform ourselves from a seller of consumer electronics and accessories into a reseller of wireless products. On November 27, 2012, acting upon...

  • Page 70
    ... one section of the Act, retailers are prohibited from recording certain personal identification information regarding their customers while processing credit card transactions unless certain statutory exceptions are applicable. The Act provides that any person who violates this section is subject...

  • Page 71
    ... our 4,395 U.S. company-operated retail stores, all operating under the RadioShack brand name. Our Target Mobile centers segment consists of our network of 1,522 Target Mobile centers located in Target locations. We evaluate the performance of our segments based on operating income, which is defined...

  • Page 72
    ...) Net sales and operating revenues: U.S. RadioShack company-operated stores Target Mobile centers (1) Other 2012 $ 3,456.5 426.5 374.8 4,257.8 Year Ended December 31, 2011 $ 3,663.3 342.4 372.3 4,378.0 $ 2010 3,808.2 64.6 393.0 4,265.8 $ Operating (loss) income: (2) (3) U.S. RadioShack company...

  • Page 73
    ... in terms of sales and profits because of the winter holiday selling season. Three Months Ended June 30, September 30, 2012 2012 $ 953.2 592.9 360.3 $ 1,000.2 640.3 359.9 (In millions, except per share amounts) Net sales and operating revenues Cost of products sold Gross profit Operating expenses...

  • Page 74
    ... per share amounts) Net sales and operating revenues Cost of products sold Gross profit Operating expenses: Selling, general and administrative Depreciation and amortization Impairment of long-lived assets Total operating expenses Operating income Interest income Interest expense Other loss Income...

  • Page 75
    ...as independent entities. Condensed Consolidating Statements of Comprehensive Income For the Year Ended December 31, 2012 (In millions) Net sales and operating revenues Cost of products sold Gross profit Operating expenses: Selling, general and administrative Depreciation and amortization Impairment...

  • Page 76
    ... the Year Ended December 31, 2011 (In millions) Net sales and operating revenues Cost of products sold Gross profit Operating expenses: Selling, general and administrative Depreciation and amortization Impairment of long-lived assets Total operating expenses Operating (loss) income Interest income...

  • Page 77
    ... Statements of Comprehensive Income For the Year Ended December 31, 2010 (In millions) Net sales and operating revenues Cost of products sold Gross profit Operating expenses: Selling, general and administrative Depreciation and amortization Impairment of long-lived assets Total operating...

  • Page 78
    ... Balance Sheets At December 31, 2012 (In millions) Assets Current assets: Cash and cash equivalents Accounts and notes receivable, net Inventories Other current assets Intercompany receivables Intercompany notes receivable Total current assets Property, plant and equipment, net Goodwill, net...

  • Page 79
    ... Consolidating Balance Sheets At December 31, 2011 (In millions) Assets Current assets: Cash and cash equivalents Accounts and notes receivable, net Inventories Other current assets Intercompany receivables Intercompany notes receivable Total current assets Property, plant and equipment, net...

  • Page 80
    ... Statements of Cash Flows For the Year Ended December 31, 2012 (In millions) Net cash (used in) provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Changes in restricted cash Dividends received from subsidiary Other investing activities...

  • Page 81
    ... Statements of Cash Flows For the Year Ended December 31, 2011 (In millions) Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Dividends received from subsidiary Other investing activities Net cash used in investing activities...

  • Page 82
    ... Statements of Cash Flows For the Year Ended December 31, 2010 (In millions) Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Dividends received from subsidiary Other investing activities Net cash used in investing activities...

  • Page 83
    ... Registration Rights Agreement, dated as of May 3, 2011, by and among RadioShack Corporation, the Guarantors named therein, and the Initial Purchasers named therein (filed as Exhibit 4.3 to RadioShack's Form 8-K filed on May 4, 2011, and incorporated herein by reference). Master Terms and Conditions...

  • Page 84
    ...filed on July 12, 2010, and incorporated herein by reference). Exhibit Number 10.13 (2) Description Second Amended and Restated RadioShack Corporation Officers Deferred Compensation Plan, effective as of December 31, 2008 (filed as Exhibit 10.54 to RadioShack's Form 10-K filed on February 24, 2009...

  • Page 85
    ... Executive Retirement Plan, effective as of December 31, 2010 (filed as Exhibit 10.43 to RadioShack's Form 10-K filed on February 22, 2011, and incorporated herein by reference). Second Amended and Restated RadioShack Corporation Officers' Severance Program, effective as of December 31, 2010 (filed...

  • Page 86
    ... (Level I), effective as of December 31, 2010 (filed as Exhibit 10.64 to RadioShack's Form 10-K filed on February 22, 2011, and incorporated herein by reference). 2009 RadioShack Corporation Annual & Long-Term Incentive Compensation Plan (included as Appendix A to RadioShack's Proxy Statement filed...

  • Page 87
    ... known as Tandy Corporation until May 18, 2000. Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. Filed with this report. These certifications shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or...

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  • Page 91
    ... Public Accounting Firm PricewaterhouseCoopers LLP Fort Worth, TX RADIOSHACK has included as Exhibits 31(a) and 31(b) to its Annual Report on Form 10-K for fiscal year 2012 filed with the Securities and Exchange Commission certificates of the Chief Executive Officer and Chief Financial Officer...

  • Page 92
    RADIOSHACK CORPORATION 300 RadioShack Circle Fort Worth, TX 76102 radioshack.com radioshackcorporation.com