Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended October 28, 2017

July 31, 2021

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from            to            


Commission File Number: 1-9595


 bbylogoa07seca17.jpg

Image - Image1.jpeg

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

Minnesota

41-0907483

Minnesota41-0907483

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

7601 Penn Avenue South

Richfield, Minnesota

55423

(Address of principal executive offices)

(Zip Code)

(612) 291-1000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.10 par value per share

BBY

New York Stock Exchange

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, (as defined” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Act.

Large Accelerated Filer

Accelerated Filer 

Non-accelerated Filer 

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller Reporting Company 

Smaller reporting company ¨

Emerging growth company ¨

Growth Company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

The registrant had 292,326,497245,964,220 shares of common stock outstanding as of November 28, 2017.August 27, 2021.





BEST BUY CO., INC.

FORM 10-Q FOR THE QUARTER ENDED OCTOBER 28, 2017

July 31, 2021

TABLE OF CONTENTS

August 1, 2020

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2


PART I — FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.    Financial Statements

Condensed ConsolidatedConsolidated Balance Sheets

$ in millions, except per share and share amounts (unaudited)

.

July 31, 2021

January 30, 2021

August 1, 2020

Assets

Current assets

Cash and cash equivalents

$

4,340 

$

5,494 

$

5,305 

Receivables, net

883 

1,061 

906 

Merchandise inventories

6,417 

5,612 

4,136 

Other current assets

400 

373 

336 

Total current assets

12,040 

12,540 

10,683 

Property and equipment, net

2,226 

2,260 

2,277 

Operating lease assets

2,670 

2,612 

2,770 

Goodwill

986 

986 

986 

Other assets

657 

669 

696 

Total assets

$

18,579 

$

19,067 

$

17,412 

Liabilities and equity

Current liabilities

Accounts payable

$

6,946 

$

6,979 

$

6,613 

Unredeemed gift card liabilities

293 

317 

267 

Deferred revenue

854 

711 

699 

Accrued compensation and related expenses

605 

725 

253 

Accrued liabilities

892 

972 

893 

Short-term debt

110 

110 

-

Current portion of operating lease liabilities

643 

693 

674 

Current portion of long-term debt

14 

14 

681 

Total current liabilities

10,357 

10,521 

10,080 

Long-term operating lease liabilities

2,090 

2,012 

2,206 

Long-term debt

1,243 

1,253 

632 

Long-term liabilities

554 

694 

716 

Contingencies (Note 11)

 

 

 

Equity

Preferred stock, $1.00 par value: Authorized - 400,000 shares; Issued and outstanding - NaN

-

-

-

Common stock, $0.10 par value: Authorized - 1.0 billion shares; Issued and outstanding - 247.3 million, 256.9 million and 258.8 million shares, respectively

25 

26 

26 

Additional paid-in capital

-

-

83 

Retained earnings

3,975 

4,233 

3,413 

Accumulated other comprehensive income

335 

328 

256 

Total equity

4,335 

4,587 

3,778 

Total liabilities and equity

$

18,579 

$

19,067 

$

17,412 

 October 28, 2017 January 28, 2017 October 29, 2016
Assets 
  
  
Current assets     
Cash and cash equivalents$1,103
 $2,240
 $1,341
Short-term investments2,237
 1,681
 1,777
Receivables, net971
 1,347
 1,174
Merchandise inventories6,663
 4,864
 6,331
Other current assets431
 384
 398
Total current assets11,405
 10,516
 11,021
Property and equipment, net2,352
 2,293
 2,298
Goodwill425
 425
 425
Other assets603
 622
 798
Total assets$14,785
 $13,856
 $14,542
      
Liabilities and equity     
Current liabilities 
  
  
Accounts payable$6,587
 $4,984
 $6,233
Unredeemed gift card liabilities375
 427
 377
Deferred revenue426
 418
 380
Accrued compensation and related expenses331
 358
 308
Accrued liabilities808
 865
 782
Accrued income taxes80
 26
 43
Current portion of long-term debt545
 44
 43
Total current liabilities9,152
 7,122
 8,166
Long-term liabilities697
 704
 791
Long-term debt784
 1,321
 1,324
Equity 
  
  
Preferred stock, $1.00 par value: Authorized — 400,000 shares; Issued and outstanding — none
 
 
Common stock, $0.10 par value: Authorized — 1.0 billion shares; Issued and outstanding — 296,000,000, 311,000,000 and 313,000,000 shares, respectively30
 31
 31
Retained earnings3,818
 4,399
 3,953
Accumulated other comprehensive income304
 279
 277
Total equity4,152
 4,709
 4,261
Total liabilities and equity$14,785
 $13,856
 $14,542

NOTE: The Consolidated Balance Sheet as of January 28, 2017,30, 2021, has been condensed from the audited consolidated financial statements.


See Notes to Condensed Consolidated Financial Statements.Statements.



3


Condensed Consolidated Statements of Earnings

$ and shares in millions, except per share amounts (unaudited)

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Revenue

$

11,849 

$

9,910 

$

23,486 

$

18,472 

Cost of sales

9,039 

7,640 

17,961 

14,237 

Gross profit

2,810 

2,270 

5,525 

4,235 

Selling, general and administrative expenses

2,009 

1,702 

3,997 

3,437 

Restructuring charges

-

(38)

Operating income

797 

568 

1,566 

797 

Other income (expense)

Investment income and other

14 

Interest expense

(6)

(15)

(12)

(32)

Earnings before income tax expense and equity in income of affiliates

794 

561 

1,560 

779 

Income tax expense

64 

129 

236 

188 

Equity in income of affiliates

-

-

Net earnings

$

734 

$

432 

$

1,329 

$

591 

Basic earnings per share

$

2.93 

$

1.67 

$

5.28 

$

2.28 

Diluted earnings per share

$

2.90 

$

1.65 

$

5.22 

$

2.26 

Weighted-average common shares outstanding

Basic

250.2 

259.5 

251.7 

259.0 

Diluted

252.8 

262.1 

254.7 

261.4 

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Revenue$9,320
 $8,945
 $26,788
 $25,921
Cost of goods sold7,040
 6,742
 20,333
 19,511
Gross profit2,280
 2,203
 6,455
 6,410
Selling, general and administrative expenses1,932
 1,890
 5,484
 5,407
Restructuring charges(2) 1
 
 30
Operating income350
 312
 971
 973
Other income (expense) 
  
    
Gain on sale of investments
 
 
 2
Investment income and other12
 8
 30
 22
Interest expense(20) (16) (57) (54)
Earnings from continuing operations before income tax expense342
 304
 944
 943
Income tax expense104
 112
 309
 343
Net earnings from continuing operations238
 192
 635
 600
Gain from discontinued operations (Note 2), net of tax expense of $0, $0, $0 and $7, respectively1
 2
 1
 21
Net earnings$239
 $194
 $636
 $621
        
Basic earnings per share 
  
    
Continuing operations$0.80
 $0.61
 $2.09
 $1.87
Discontinued operations
 
 
 0.07
Basic earnings per share$0.80
 $0.61
 $2.09
 $1.94
        
Diluted earnings per share       
Continuing operations$0.78
 $0.60
 $2.05
 $1.85
Discontinued operations
 0.01
 
 0.07
Diluted earnings per share$0.78
 $0.61
 $2.05
 $1.92
        
Dividends declared per common share$0.34
 $0.28
 $1.02
 $1.29
        
Weighted-average common shares outstanding 
  
    
Basic299.1
 316.2
 304.1
 320.2
Diluted305.4
 320.0
 310.6
 323.6

See Notes to Condensed Consolidated Financial Statements.



4


Condensed Consolidated Statements of Comprehensive Income

$ in millions (unaudited)

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Net earnings

$

734 

$

432 

$

1,329 

$

591 

Foreign currency translation adjustments, net of tax

(3)

17 

(35)

Cash flow hedges

-

(4)

-

(4)

Comprehensive income

$

731 

$

445 

$

1,336 

$

552 

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Net earnings$239
 $194
 $636
 $621
Foreign currency translation adjustments(17) (19) 25
 6
Comprehensive income$222
 $175
 $661
 $627

See Notes to Condensed Consolidated Financial Statements.



5



Condensed

Condensed Consolidated Statements of Cash Flows

$ in millions (unaudited)

Six Months Ended

July 31, 2021

August 1, 2020

Operating activities

Net earnings

$

1,329 

$

591 

Adjustments to reconcile net earnings to total cash provided by operating activities:

Depreciation and amortization

430 

414 

Restructuring charges

(38)

Stock-based compensation

71 

65 

Deferred income taxes

13 

Other, net

-

Changes in operating assets and liabilities:

Receivables

175 

232 

Merchandise inventories

(794)

1,014 

Other assets

(19)

(17)

Accounts payable

(58)

1,343 

Income taxes

(162)

108 

Other liabilities

(72)

15 

Total cash provided by operating activities

864 

3,788 

Investing activities

Additions to property and equipment

(323)

(340)

Purchases of investments

(93)

(46)

Sales of investments

60 

-

Other, net

(2)

Total cash used in investing activities

(358)

(383)

Financing activities

Repurchase of common stock

(1,323)

(62)

Issuance of common stock

22 

22 

Dividends paid

(350)

(284)

Borrowings of debt

-

1,250 

Repayments of debt

(10)

(1,257)

Other, net

(1)

(1)

Total cash used in financing activities

(1,662)

(332)

Effect of exchange rate changes on cash and cash equivalents

(6)

Increase (decrease) in cash, cash equivalents and restricted cash

(1,151)

3,067 

Cash, cash equivalents and restricted cash at beginning of period

5,625 

2,355 

Cash, cash equivalents and restricted cash at end of period

$

4,474 

$

5,422 

 Nine Months Ended
 October 28, 2017 October 29, 2016
Operating activities   
Net earnings$636
 $621
Adjustments to reconcile net earnings to total cash provided by operating activities:   
Depreciation500
 491
Restructuring charges
 30
Stock-based compensation97
 82
Deferred income taxes4
 28
Other, net(5) (22)
Changes in operating assets and liabilities:   
Receivables413
 79
Merchandise inventories(1,811) (1,369)
Other assets(36) (18)
Accounts payable1,530
 1,801
Other liabilities(187) (192)
Income taxes62
 (124)
Total cash provided by operating activities1,203
 1,407
    
Investing activities 
  
Additions to property and equipment(489) (445)
Purchases of investments(4,047) (2,149)
Sales of investments3,518
 1,685
Proceeds from property disposition2
 56
Other, net
 5
Total cash used in investing activities(1,016) (848)
    
Financing activities 
  
Repurchase of common stock(1,138) (472)
Repayments of debt(31) (384)
Dividends paid(310) (417)
Issuance of common stock145
 66
Other, net(1) 8
Total cash used in financing activities(1,335) (1,199)
Effect of exchange rate changes on cash15
 13
Decrease in cash, cash equivalents and restricted cash(1,133) (627)
Cash, cash equivalents and restricted cash at beginning of period2,433
 2,161
Cash, cash equivalents and restricted cash at end of period$1,300
 $1,534

See Notes to Condensed Consolidated Financial Statements.


Condensed Consolidated Statements of ChangeChanges in Shareholders' Equity

$ and shares in millions, except per share amounts (unaudited)

Common Shares

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total

Balances at May 1, 2021

250.4 

$

25 

$

33 

$

3,762 

$

338 

$

4,158 

Net earnings, three months ended July 31, 2021

-

-

-

734 

-

734 

Other comprehensive loss:

Foreign currency translation adjustments, net of tax

-

-

-

-

(3)

(3)

Stock-based compensation

-

-

34 

-

-

34 

Issuance of common stock

0.6 

-

-

-

Common stock dividends, $0.70 per share

-

-

(180)

-

(175)

Repurchase of common stock

(3.7)

-

(75)

(341)

-

(416)

Balances at July 31, 2021

247.3 

$

25 

$

-

$

3,975 

$

335 

$

4,335 

Balances at January 30, 2021

256.9 

$

26 

$

-

$

4,233 

$

328 

$

4,587 

Net earnings, six months ended July 31, 2021

-

-

-

1,329 

-

1,329 

Other comprehensive income:

Foreign currency translation adjustments, net of tax

-

-

-

-

Stock-based compensation

-

-

71 

-

-

71 

Issuance of common stock

2.5 

-

22 

-

-

22 

Common stock dividends, $1.40 per share

-

-

(358)

-

(350)

Repurchase of common stock

(12.1)

(1)

(101)

(1,229)

-

(1,331)

Balances at July 31, 2021

247.3 

$

25 

$

-

$

3,975 

$

335 

$

4,335 

Balances at May 2, 2020

257.6 

$

26 

$

15 

$

3,126 

$

243 

$

3,410 

Net earnings, three months ended August 1, 2020

-

-

-

432 

-

432 

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax

-

-

-

-

17 

17 

Cash flow hedges

-

-

-

-

(4)

(4)

Stock-based compensation

-

-

50 

-

-

50 

Issuance of common stock

1.2 

-

16 

-

-

16 

Common stock dividends, $0.55 per share

-

-

(145)

-

(143)

Balances at August 1, 2020

258.8 

$

26 

$

83 

$

3,413 

$

256 

$

3,778 

Balances at February 1, 2020

256.5 

$

26 

$

-

$

3,158 

$

295 

$

3,479 

Net earnings, six months ended August 1, 2020

-

-

-

591 

-

591 

Other comprehensive loss:

Foreign currency translation adjustments, net of tax

-

-

-

-

(35)

(35)

Cash flow hedges

-

-

-

-

(4)

(4)

Stock-based compensation

-

-

65 

-

-

65 

Issuance of common stock

2.9 

-

22 

-

-

22 

Common stock dividends, $1.10 per share

-

-

(288)

-

(284)

Repurchase of common stock

(0.6)

-

(8)

(48)

-

(56)

Balances at August 1, 2020

258.8 

$

26 

$

83 

$

3,413 

$

256 

$

3,778 

 
Common
Shares
 
Common
Stock
 Prepaid Share Repurchase 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Total
Balances at January 28, 2017311
 $31
 $
 $
 $4,399
 $279
 $4,709
Adoption of ASU 2016-09
 
 
 10
 (12) 
 (2)
Net earnings, nine months ended October 28, 2017
 
 
 
 636
 
 636
Other comprehensive income, net of tax             
Foreign currency translation adjustments
 
 
 
 
 25
 25
Stock-based compensation
 
 
 97
 
 
 97
Restricted stock vested and stock options exercised7
 1
 
 137
 
 
 138
Issuance of common stock under employee stock purchase plan
 
 
 7
 
 
 7
Common stock dividends, $1.02 per share
 
 
 
 (311) 
 (311)
Repurchase of common stock(22) (2) 
 (251) (894) 
 (1,147)
Balances at October 28, 2017296
 $30
 $
 $
 $3,818
 $304
 $4,152
              
Balances at January 30, 2016324
 $32
 $(55) $
 $4,130
 $271
 $4,378
Net earnings, nine months ended October 29, 2016
 
 
 
 621
 
 621
Other comprehensive income, net of tax:             
Foreign currency translation adjustments
 
 
 
 
 6
 6
Stock-based compensation
 
 
 82
 
 
 82
Restricted stock vested and stock options exercised5
 1
 
 59
 
 
 60
Settlement of accelerated share repurchase
 
 55
 
 
 
 55
Issuance of common stock under employee stock purchase plan
 
 
 7
 
 
 7
Tax loss from stock options exercised, restricted stock vesting and employee stock purchase plan
 
 
 (3) 
 
 (3)
Common stock dividends, $1.29 per share
 
 
 
 (417) 
 (417)
Repurchase of common stock(16) (2) 
 (145) (381) 
 (528)
Balances at October 29, 2016313
 $31
 $
 $
 $3,953
 $277
 $4,261

See Notes to Condensed Consolidated Financial Statements.

Notes to Condensed Consolidated Financial Statements

(unaudited)


1.Basis of Presentation

1.Basis of Presentation

Unless the context otherwise requires, the use of the terms “Best Buy,” “we,” “us” and “our” in these Notes to Condensed Consolidated Financial Statements refers to Best Buy Co., Inc. and, as applicable, its consolidated subsidiaries.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements.


During the third quarter of fiscal 2021, we made the decision to exit our operations in Mexico. All stores in Mexico were closed as of the end of the first quarter of fiscal 2022, and our International segment will be comprised of operations in Canada going forward. Refer to Note 2, Restructuring, for additional information.

In order to align our fiscal reporting periods and comply with statutory filing requirements, we consolidate the financial results of our Mexico operations on a one-month lag. Our policy is to accelerate recording the effect of events occurring in the lag period that significantly affect our condensed consolidated financial statements. No such events were identified for the reported periods.

Historically, we have generated a higherlarge proportion of our revenue and earnings in the fiscal fourth fiscal quarter, which includes the majority of the holiday shopping season in the U.S., Canada and Mexico. Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. The interim financial statements and the related notes included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.30, 2021. The first ninesix months of fiscal 20182022 and fiscal 20172021 included 3926 weeks.


In order to align our fiscal reporting periods and comply with statutory filing requirements, we consolidate the financial results of our Mexico operations on a one-month lag. Our policy is to accelerate recording the effect of events occurring in the lag period that significantly affect our condensed consolidated financial statements. No such events were identified for the reported periods.

In preparing the accompanying condensed consolidated financial statements, we evaluated the period from October 29, 2017,July 31, 2021, through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.


Unadopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. The new guidance establishes a single comprehensive model for entities to use in accounting for revenue and supersedes most current revenue recognition guidance. It introduces a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards under current guidance. It also requires significantly expanded disclosures regarding revenues.

Based on our analysis thus far, we believe the impact of adopting the new guidance will be immaterial to our annual and interim financial statements. The primary impacts we have identified thus far are:

Minor changes to the timing of recognition of revenues related to gift cards and loyalty programs;
Changes to certain immaterial revenues that are currently reported on a gross basis, to be reported on a net basis (with no change in timing of recognition) with consequently no impacts to earnings; and
The balance sheet presentation of our sales returns reserve, which will be shown as a separate asset and liability versus the current net presentation.

In addition, we expect adoption to lead to increased footnote disclosures, particularly with regard to revenue related balance sheet accounts and revenue by channel and category. We also expect the adoption and consequent changes to our procedures and methodologies to require adjustments to our internal controls over financial reporting.

As interpretations of the new rules continue to evolve, we will continue to monitor developments and expect to finalize our conclusions in the fourth quarter of fiscal 2018. We plan to adopt this standard in the first quarter of our fiscal 2019. Providing we ultimately conclude that the impacts of adoption are immaterial, we would expect to use the modified retrospective method. Under this method, we would recognize the cumulative effect of the changes in retained earnings at the date of adoption, but would not restate prior periods.

In February 2016, the FASB issued ASU 2016-02, Leases. The new guidance was issued to increase transparency and comparability among companies by requiring most leases to be included on the balance sheet and by expanding disclosure

requirements. Based on the effective dates, we expect to adopt the new guidance in the first quarter of fiscal 2020 using the modified retrospective method. While we expect adoption to lead to a material increase in the assets and liabilities recorded on our balance sheet and an increase to our footnote disclosures related to leases, we are still evaluating the impact on our consolidated statement of earnings. We also expect that adoption of the new standard will require changes to our internal controls over financial reporting.

Adopted Accounting Pronouncements

In the first quarter of fiscal 2018, we adopted the following ASUs:

ASU 2015-11, Inventory: Simplifying the Measurement of Inventory. The adoption did not have a material impact on our results of operations, cash flows or financial position.

ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. Excess tax benefits and tax deficiencies are now recognized in our provision for income taxes as a discrete event rather than as a component of stockholders’ equity. In addition, we elected to account for forfeitures as they occur. The cumulative effect of this policy change amounted to $12 million, net of tax, and was recorded as a reduction to our retained earnings opening balance. Finally, we elected to present the Condensed Consolidated Statements of Cash Flows on a retrospective transition method, and prior periods have been adjusted to present excess tax benefits as cash flows from operating activities.

ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, and ASU 2016-18, Statement of Cash Flows: Restricted Cash. The retrospective adoption increased our beginning and ending cash balance within our statement of cash flows. The adoption had no other material impacts to our cash flow statement and had no impact on our results of operations or financial position.

The following table reconciles the Condensed Consolidated Statement of Cash Flows line items impacted by the adoption of these standards at October 29, 2016:
 October 29, 2016 Reported ASU 2016-09 Adjustment ASU 2016-15 Adjustment ASU 2016-18 Adjustment October 29, 2016 Adjusted
Operating activities         
Other, net$(34) $12
 $
 $
 $(22)
Changes in operating assets and liabilities:         
Receivables80
 
 (1) 
 79
Merchandise inventories(1,370) 
 1
 
 (1,369)
Total cash provided by operating activities1,395
 12
 
 
 1,407
          
Investing activities         
Change in restricted assets(8) 
 
 8
 
Total cash used in investing activities(856) 
 
 8
 (848)
          
Financing activities         
Other, net20
 (12) 
 
 8
Total cash used in financing activities(1,187) (12) 
 
 (1,199)
          
Decrease in cash, cash equivalents and restricted cash(635) 
 
 8
 (627)
Cash, cash equivalents and restricted cash at beginning of period1,976
 
 
 185
 2,161
Cash, cash equivalents and restricted cash at end of period$1,341
 $
 $
 $193
 $1,534


Total Cash, Cash Equivalents and Restricted Cash


The following table provides a reconciliation of cash,

Cash, cash equivalents and restricted cash reported within theon our Condensed Consolidated Balance SheetSheets are reconciled to the total shown in theon our Condensed Consolidated StatementStatements of Cash Flows:Flows as follows ($ in millions):

July 31, 2021

January 30, 2021

August 1, 2020

Cash and cash equivalents

$

4,340 

$

5,494 

$

5,305 

Restricted cash included in Other current assets

134 

131 

117 

Total cash, cash equivalents and restricted cash

$

4,474 

$

5,625 

$

5,422 

 October 28, 2017 January 28, 2017 October 29, 2016
Cash and cash equivalents$1,103
 $2,240
 $1,341
Restricted cash included in Other current assets197
 193
 193
Total cash, cash equivalents and restricted cash$1,300
 $2,433
 $1,534

Amounts included in restricted cash are pledged as collateral orprimarily restricted to use for workers’ compensation and general liability insurance and workers' compensation insurance.


2.Discontinued Operations

Discontinued operations are primarily comprised of Jiangsu Five Star Appliance Co., Limited ("Five Star") within our International segment. In February 2015, we completed the sale of Five Star. Following the sale, we continued to hold as available for sale one retail property in Shanghai, China. In May 2016, we completed the sale of the property and recognized a gain. The gain on sale of the property is included in Other, net within the operating activities section of the Condensed Consolidated Statements of Cash Flows.

The aggregate financial results of discontinued operationsclaims.

2. Restructuring

Restructuring charges were as follows ($ in millions):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Mexico Exit and Strategic Realignment(1)

$

$

-

$

(44)

$

-

Fiscal 2020 U.S. Retail Operating Model Changes

-

-

-

Total

$

$

-

$

(44)

$

(1)Includes ($6) million related to inventory markdowns recorded in Cost of sales on our Condensed Consolidated Statements of Earnings for the six months ended July 31, 2021.

Mexico Exit and Strategic Realignment

In March 2020 the World Health Organization declared the outbreak of novel coronavirus disease (“COVID-19”) as a pandemic. The COVID-19 pandemic has had significant impacts on, for example, the economic conditions of the markets in which we operate, customer shopping behaviors, the role of technology in peoples’ lives and the way we meet their needs. In light of these changes, we are adapting our Building the New Blue Strategy to ensure that our focus and resources are closely aligned with the opportunities we see in front of us. As a result, in the third quarter of fiscal 2021, we made the decision to exit our operations in Mexico and began taking other actions to more broadly align our organizational structure in support of our strategy.

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Gain from discontinued operations before income tax expense$1
 $2
 $1
 $28
Income tax expense
 
 
 7
Net gain from discontinued operations$1
 $2
 $1
 $21

Charges incurred in our International segment primarily related to our decision to exit our operations in Mexico. All remaining stores in Mexico were closed in the first quarter of fiscal 2022 and we do not expect to incur material future restructuring charges related to the exit.

Charges incurred in our Domestic segment primarily related to actions taken to align our organizational structure in support of our strategy. During the six months ended July 31, 2021, we recorded a $44 million credit primarily due to a reduction in expected termination benefits resulting from adjustments to previously planned organizational changes and higher-than-expected employee retention.

As we continue to evolve our Building the New Blue Strategy, it is possible that we will incur material future restructuring costs, but we are unable to forecast the timing and magnitude of such costs.

All charges incurred related to the exit from Mexico and strategic realignment described above were from continuing operations and were presented as follows ($ in millions):

Statement of

Three Months Ended July 31, 2021

Six Months Ended July 31, 2021

Earnings Location

Domestic

International

Total

Domestic

International

Total

Inventory markdowns

Cost of sales

$

-

$

-

$

-

$

-

$

(6)

$

(6)

Asset impairments

Restructuring charges

-

-

Termination benefits

Restructuring charges

-

-

-

(44)

(1)

(45)

$

-

$

$

$

(44)

$

-

$

(44)

Statement of

Cumulative Amount as of July 31, 2021

Earnings Location

Domestic

International

Total

Inventory markdowns

Cost of sales

$

-

$

17 

$

17 

Asset impairments(1)

Restructuring charges

10 

64 

74 

Termination benefits

Restructuring charges

79 

19 

98 

Currency translation adjustment

Restructuring charges

-

39 

39 

Other(2)

Restructuring charges

-

$

89 

$

144 

$

233 

(1)Remaining net carrying value approximates fair value and was immaterial as of July 31, 2021.

(2)Other charges are primarily comprised of contract termination costs.

Restructuring accrual activity related to the exit from Mexico and strategic realignment described above was as follows ($ in millions):

Termination Benefits

Domestic

International

Total

Balances at January 30, 2021

$

104 

$

20 

$

124 

Cash payments

(48)

(15)

(63)

Adjustments(1)

(44)

(1)

(45)

Changes in foreign currency exchange rates

-

(1)

(1)

Balances at July 31, 2021

$

12 

$

$

15 

(1)Represents adjustments to previously planned organizational changes in our Domestic segment and higher-than-expected employee retention in both our Domestic and International segments.

Fiscal 2020 U.S. Retail Operating Model Changes

In the second quarter of fiscal 2020, we made changes primarily related to our U.S. retail operating model to increase organization effectiveness and create a more seamless customer experience across all channels. All charges incurred were related to termination benefits within our Domestic segment and were presented within Restructuring charges from continuing operations on our Condensed Consolidated Statements of Earnings. As of July 31, 2021, the cumulative amount of charges incurred was $41 million and 0 material liability remains.

3. Goodwill and Intangible Assets

Goodwill

Balances related to goodwill remained unchanged as of July 31, 2021, January 30, 2021, and August 1, 2020, as follows ($ in millions):

Gross Carrying Amount

Cumulative Impairment

Domestic

$

1,053 

$

(67)

International

608 

(608)

Total

$

1,661 

$

(675)


NaN impairment charges were recorded during the fiscal periods presented.

Definite-Lived Intangible Assets

We have definite-lived intangible assets recorded within Other assets on our Condensed Consolidated Balance Sheets as follows ($ in millions):

July 31, 2021

January 30, 2021

August 1, 2020

Weighted-Average

Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
Amortization

Useful Life Remaining as of July 31, 2021

(in years)

Customer relationships

$

339 

$

152 

$

339 

$

124 

$

339 

$

97 

6.5

Tradenames

81 

31 

81 

24 

81 

17 

4.5

Developed technology

56 

32 

56 

27 

56 

21 

2.1

Total

$

476 

$

215 

$

476 

$

175 

$

476 

$

135 

5.7

Amortization expense was as follows ($ in millions):

Statement of

Three Months Ended

Six Months Ended

Earnings Location

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Amortization expense

SG&A

$

20 

$

20 

$

40 

$

40 

Amortization expense expected to be recognized in future periods is as follows ($ in millions):

3.

Fair Value Measurements

Amortization Expense

Remainder of fiscal 2022

$

40 

Fiscal 2023

79 

Fiscal 2024

54 

Fiscal 2025

16 

Fiscal 2026

16 

Fiscal 2027

13 

Thereafter

43 

4. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price)measurements are reported in the principal or most advantageous market for the asset or liability in an orderly transaction between market participantsone of three levels based on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

lowest level of significant input used: Level 1 — Unadjusted (unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.
markets); Level 2 — Significant other observable (observable market inputs, available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in non-active markets;
Inputs other than quoted prices that are observable for the asset or liability;1); and
Inputs that are derived principally from or corroborated by other observable market data.
Level 3 — Significant unobservable (unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Assets and Liabilities Measured atdata).

Recurring Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The following table sets forth our financialMeasurements

Financial assets and liabilities that were accounted for at fair value on a recurring basis at October 28, 2017, January 28, 2017, and October 29, 2016, by level within the fair value hierarchywere as determined by the valuation techniques we used to determine the fair valuefollows ($ in millions):

Fair Value at

Balance Sheet Location(1)

Fair Value Hierarchy

July 31, 2021

January 30, 2021

August 1, 2020

Assets

Money market funds(2)

Cash and cash equivalents

Level 1

$

1,113 

$

1,575 

$

1,729 

Time deposits(3)

Cash and cash equivalents

Level 2

625 

865 

390 

Time deposits(3)

Other current assets

Level 2

65 

65 

101 

Interest rate swap derivative instruments(4)

Other current assets

Level 2

-

-

18 

Interest rate swap derivative instruments(4)

Other assets

Level 2

79 

91 

115 

Marketable securities that fund deferred compensation(5)

Other assets

Level 1

54 

53 

49 

 
 Fair Value Hierarchy
 Fair Value at
  October 28, 2017 January 28, 2017 October 29, 2016
ASSETS   
  
  
Cash and cash equivalents   
  
  
Money market fundsLevel 1 $84
 $290
 $97
Time depositsLevel 2 
 15
 11
Short-term investments       
Commercial paperLevel 2 588
 349
 250
Time depositsLevel 2 1,649
 1,332
 1,527
Other current assets   
    
Money market fundsLevel 1 8
 7
 3
Commercial paperLevel 2 60
 60
 60
Foreign currency derivative instrumentsLevel 2 5
 2
 5
Interest rate swap derivative instrumentsLevel 2 3
 
 
Time depositsLevel 2 100
 100
 100
Other assets       
Marketable securities that fund deferred compensationLevel 1 98
 96
 96
Interest rate swap derivative instrumentsLevel 2 
 13
 13
        
LIABILITIES   
  
  
Accrued liabilities   
  
  
Foreign currency derivative instrumentsLevel 2 5
 3
 3
Long-term liabilities       
Interest rate swap derivative instrumentsLevel 2 3
 
 

There were no transfers between levels during the periods presented. During the third quarter of fiscal 2017, our remaining investments in auction rate securities ("ARS"), which were classified as Level 3, were called at par, which resulted in proceeds of $2 million and no realized gain or loss. Other than as described, there were no changes in the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3) for the periods presented.

The following methods and assumptions were used

(1)Balance sheet location is determined by length to estimate the fair value of each class of financial instrument:

Money market funds. Our money market fund investments were measuredmaturity.

(2)Valued at fair value as they trade in an active market using quoted market prices and, therefore, were classified as Level 1.

Time deposits. Our time deposits are balances held with banking institutions that cannot be withdrawn for specified terms without a penalty. Time deposits are heldin active markets.

(3)Valued at face value plus accrued interest, which approximates fair value, and are classified as Level 2.


Commercial paper. Our investments in commercial paper were measured using inputs based upon quoted prices for similar instruments in active markets and, therefore, were classified as Level 2.
Foreign currency derivative instruments. Comprised primarily of foreign currency forward contracts and foreign currency swap contracts, our foreign currency derivative instruments were measured at fair valuevalue.

(4)Valued using readily observable market inputs, such as quotations on forward foreign exchange points and foreign interest rates. Our foreign currency derivative instruments were classified as Level 2 as theseinputs. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded inon an active market.


Interest rate swap derivative instruments. Our interest rate swap contracts were measured at fair value See Note 5, Derivative Instruments, for additional information.

(5)Valued using readily observable inputs, such as the LIBOR interest rate. Our interest rate swap derivative instruments were classified as Level 2


as these instruments are custom, over-the-counter contracts with various bank counterpartiesselect mutual fund performance that are not traded in an active market.

Marketable securities that fund deferred compensation. The assets that fund our deferred compensation consist of investments in mutual funds. These investments were classified as Level 1 as the shares of these mutual funds trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible fixed assets, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value on our Condensed Consolidated Balance Sheets. For these assets, we do not periodically adjust carrying value to fair value, except in the event of impairment. When we determine that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded within Selling, general and administrative expenses and Restructuring charges in our Condensed Consolidated Statements of Earnings for non-restructuring and restructuring charges, respectively.

The following table summarizes the fair value remeasurements for property and equipment impairments recorded during the three and nine months ended October 28, 2017, and October 29, 2016 ($ in millions):
 Impairments 
Remaining Net Carrying Value(1)
 Three Months Ended Nine Months Ended    
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Property and equipment (non-restructuring)$2
 $8
 $8
 $16
 $
 $
Property and equipment (restructuring)(2)

 1
 
 8
 
 
Total$2
 $9
 $8
 $24
 $
 $
(1)Remaining net carrying value approximates fair value. Because assets subject to long-lived asset impairment are not measured at fair value on a recurring basis, certain fair value measurements presented in the table may reflect values at earlier measurement dates and may no longer represent the fair values at October 28, 2017, and October 29, 2016.
(2)
See Note 5, Restructuring Charges, for additional information.

All of the fair value remeasurements included in the table above were based on significant unobservable inputs (Level 3). Fixed asset fair values were derived using a discounted cash flow ("DCF") model to estimate the present value of net cash flows that the asset or asset group was expected to generate. The key inputs to the DCF model generally included our forecasts of net cash generated from revenue, expenses and other significant cash outflows, such as capital expenditures, as well as an appropriate discount rate. In the case of assets for which the impairment was the result of restructuring activities, no future cash flows have been assumed as the assets will cease to be used and expected sale values are nominal.

Fair Value of Financial Instruments


Our financial instruments, other than those presented in the disclosures above, include cash, receivables, other investments, accounts payable, other payables and long-term debt.

The fair values of cash, receivables, accounts payable and other payables approximated their carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Fair values for other investments held at cost are not readily available, but we estimate that the carrying values for these investments approximate their fair value. See Note 6, Debt, for information about the fair value of our long-term debt.


4.Goodwill and Intangible Assets
The following table provides the carrying values of goodwill and indefinite-lived tradenames for the Domestic segment ($ in millions):values.

 October 28, 2017 January 28, 2017 October 29, 2016
Goodwill$425
 $425
 $425
Intangible assets included in Other assets18
 18
 18


The following table provides the gross

Long-term debt is presented at carrying amount of goodwill and cumulative goodwill impairment ($ in millions):

 October 28, 2017 January 28, 2017 October 29, 2016
 
Gross Carrying
Amount
 
Cumulative
Impairment
 
Gross Carrying
Amount
 
Cumulative
Impairment
 
Gross Carrying
Amount
 
Cumulative
Impairment
Goodwill$1,100
 $675
 $1,100
 $675
 $1,100
 $675

5.Restructuring Charges

Charges incurred in the three and nine months ended October 28, 2017, and October 29, 2016, for our restructuring activities were as follows ($ in millions):
 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Renew Blue Phase 2$
 $1
 $
 $26
Canadian brand consolidation(2) (2) (3) (1)
Renew Blue(1)

 1
 3
 4
Other restructuring activities(2)

 1
 
 1
Total restructuring charges$(2) $1
 $
 $30
(1)Represents activity related to our remaining vacant space liability, primarily in our International segment, for our Renew Blue restructuring program, which began in the fourth quarter of fiscal 2013. We may continue to incur immaterial adjustments to the liability for changes in sublease assumptions or potential lease buyouts. In addition, lease payments for vacated stores will continue until leases expire or are terminated. The remaining vacant space liability was $11 million at October 28, 2017.
(2)Represents activity related to our remaining vacant space liability for U.S. large-format store closures in fiscal 2013. We may continue to incur immaterial adjustments to the liability for changes in sublease assumptions or potential lease buyouts. In addition, lease payments for vacated stores will continue until leases expire or are terminated. The remaining vacant space liability was $7 million at October 28, 2017.

Renew Blue Phase 2

In the first quarter of fiscal 2017, we took several strategic actions to eliminate and simplify certain components of our operations and restructure certain field and corporate teams as part of our Renew Blue Phase 2 plan. No charges were incurred in the three and nine months ended October 28, 2017. We incurred charges of $1 million and $26 million related to Phase 2 of the plan during the three and nine months ended October 29, 2016, respectively. The charges incurred consisted of employee termination benefits and property and equipment impairments. All restructuring charges related to this plan are from continuing operations and are presented in Restructuring charges invalue on our Condensed Consolidated Statements of Earnings.

The composition of the restructuring charges we incurred for Renew Blue Phase 2 during the three and nine months ended October 28, 2017, and October 29, 2016, as well as, the cumulative amount incurred through October 28, 2017, was as follows ($ in millions):
 Domestic
 Three Months Ended Nine Months Ended Cumulative Amount
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 October 28, 2017
Property and equipment impairments$
 $1
 $
 $8
 $8
Termination benefits
 
 
 18
 18
Total restructuring charges$
 $1
 $
 $26
 $26


As ofOctober 28, 2017, and January 28, 2017, there was no restructuring accrual balance. The restructuring accrual activity related to termination benefits was as follows for the nine months ended October 29, 2016 ($ in millions):
 
Termination
Benefits
Balances at January 30, 2016$
Charges19
Cash payments(16)
Adjustments(1)
(2)
Balances at October 29, 2016$1
(1)Adjustments to termination benefits represent changes in retention assumptions.

Canadian Brand Consolidation

In the first quarter of fiscal 2016, we consolidated the Future Shop and Best Buy stores and websites in Canada under the Best Buy brand. This resulted in the permanent closure of 66 Future Shop stores and the conversion of the remaining 65 Future Shop stores to the Best Buy brand. All restructuring charges related to this plan are from continuing operations and are presented in Restructuring charges inBalance Sheets. If our Condensed Consolidated Statements of Earnings.

The composition of total restructuring charges we incurred for the Canadian brand consolidation in the three and nine months ended October 28, 2017, and October 29, 2016, as well as, the cumulative amount incurred through October 28, 2017, was as follows ($ in millions):
 International
 Three Months Ended Nine Months Ended Cumulative Amount
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 October 28, 2017
Inventory write-downs$
 $
 $
 $
 $3
Property and equipment impairments
 
 
 
 30
Tradename impairment
 
 
 
 40
Termination benefits
 
 
 
 25
Facility closure and other costs(2) (2) (3) (1) 102
Total restructuring charges$(2) $(2) $(3) $(1) $200

The following tables summarize our restructuring accrual activity during the nine months ended October 28, 2017, and October 29, 2016, related to termination benefits and facility closure and other costs associated with the Canadian brand consolidation ($ in millions):
 
Termination
Benefits
 
Facility
Closure and
Other Costs
 Total
Balances at January 28, 2017$
 $34
 $34
Cash payments
 (14) (14)
Adjustments(1)

 (3) (3)
Changes in foreign currency exchange rates
 1
 1
Balances at October 28, 2017$
 $18
 $18
      
Balances at January 30, 2016$2
 $64
 $66
Charges
 1
 1
Cash payments(2) (29) (31)
Adjustments(1)

 (2) (2)
Changes in foreign currency exchange rates
 3
 3
Balances at October 29, 2016$
 $37
 $37
(1)Adjustments to facility closure and other costs represent changes in sublease assumptions.

6.    Debt

Long-term debt consisted of the following ($ in millions):
 October 28, 2017 January 28, 2017 October 29, 2016
2018 Notes$500
 $500
 $500
2021 Notes650
 650
 650
Interest rate swap valuation adjustments
 13
 13
Subtotal1,150
 1,163
 1,163
Debt discounts and issuance costs(3) (5) (5)
Financing lease obligations158
 177
 180
Capital lease obligations24
 30
 29
Total long-term debt1,329
 1,365
 1,367
Less: current portion545
 44
 43
Total long-term debt, less current portion$784
 $1,321
 $1,324

Our 2018 Notes, due August 1, 2018, are classified within our Current portion of long-term debt as of October 28, 2017. The fair value of total long-term debt, excluding debt discounts and issuance costs and financing and capital lease obligations, approximated $1,219 million, $1,240 million and $1,260 million at October 28, 2017, January 28, 2017, and October 29, 2016, respectively, based primarily on the market prices quoted from external sources, compared with carrying values of $1,150 million, $1,163 million and $1,163 million, respectively. If long-term debt was measuredwere recorded at fair value, in the financial statements, it would be classified primarily as Level 2 in the fair value hierarchy.

See Note 5, Debt, Long-term debt balances were as follows ($ in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for additional information regarding the terms of ourmillions):

July 31, 2021

January 30, 2021

August 1, 2020

Fair Value

Carrying Value

Fair Value

Carrying Value

Fair Value

Carrying Value

Long-term debt(1)

$

1,306

$

1,229

$

1,331 

$

1,241 

$

1,386

$

1,283

(1)Excludes debt facilities, debt instrumentsdiscounts, issuance costs and otherfinance lease obligations.


7.Derivative Instruments

5. Derivative Instruments

We manage our economic and transaction exposure to certain risks through the use of foreign currency and interest rate swap derivative instruments. Our objective in holding derivatives is to reduce the volatility of net earnings, cash flows and net asset value associated with changes in foreign currency exchange rates and interest rates. We do not hold derivative instruments for trading or speculative purposes. We have no derivatives that have credit risk-related contingent features, and we mitigate our credit risk by engaging with major financial institutions as our counterparties.


We record all derivative instruments on our Condensed Consolidated Balance Sheets at fair value and evaluate hedge effectiveness prospectively and retrospectively when electing to apply hedge accounting. We formally document all hedging relations at inception for derivative hedges and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transaction. In addition, we have derivatives which are not designated as hedging instruments.

Net Investment Hedges

We useusing foreign exchange forward contracts to hedge against the effect of Canadian dollar exchange rate fluctuations on a portion of our net investment in our Canadian operations. The contracts have terms up to 12 months. For a net investment hedge, we recognize changes in the fair value of the derivative as a component of foreign currency translation within other comprehensive income to offset a portion of the change in translated value of the net investment being hedged, until the investment is sold or liquidated. We limit recognition in net earnings of amounts previously recorded in other comprehensive income to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. We report the ineffective portion of the gain or loss, if any, in net earnings.

Interest Rate Swaps

Wealso use "receive fixed-rate, pay variable-rate" interest rate swaps to mitigate the effect of interest rate fluctuations on our 2018 Notes$650 million principal amount of notes due March 15, 2021 (“2021 Notes”), prior to their retirement in December 2020, and our 2021 Notes. Our interest rate swap contracts are considered perfect hedges because the critical terms and notional amounts match those of our fixed-rate debt being hedged and are, therefore, accounted as fair value hedges using the

shortcut method. Under the shortcut method, we recognize the change in the fair value of the derivatives with an offsetting change to the carrying value of the debt. Accordingly, there is no impact on our Condensed Consolidated Statements$500 million principal amount of Earnings from the fair value of the derivatives.

Derivatives Not Designated as Hedging Instruments

Wenotes due October 1, 2028 (“2028 Notes”). In addition, we use foreign currency forward contracts not designated as hedging instruments to manage the impact of fluctuations in foreign currency exchange rates relative to recognized receivable and payable balances denominated in non-functional currencies andcurrencies.

During the second quarter of fiscal 2021, we entered into Treasury Rate Lock (“T-Lock”) contracts to hedge the base interest rate variability on certain forecast inventory purchases denominated in non-functional currencies.a portion of our then-expected refinancing of our maturing 2021 Notes. The T-Lock contracts generally have termswere cash settled upon issuance of up to 12 months. These derivative instruments are not designated as hedging relationships, and, therefore, we record gains and losses on theseour $650 million principal amount of notes due October 1, 2030 (“2030 Notes”). The fair value of the T-Lock contracts directly to net earnings.


Summary of Derivative Balances

The following table presents the gross fair values for outstanding derivative instruments and the corresponding classification at October 28, 2017, January 28, 2017, and October 29, 2016 ($ in millions):
 October 28, 2017 January 28, 2017 October 29, 2016
 Assets Liabilities Assets Liabilities Assets Liabilities
Derivatives designated as net investment hedges(1)
$3
 $5
 $2
 $2
 $4
 $3
Derivatives designated as interest rate swaps(2)
3
 3
 13
 
 13
 
No hedge designation (foreign exchange forward contracts)(1)
2
 
 
 1
 1
 
Total$8
 $8
 $15
 $3
 $18
 $3
(1)The fair value is recorded in Other current assets or Accrued liabilities.
(2)As of October 28, 2017, the fair value of the interest rate swaps related to our 2018 Notes is recorded in Other current assets or Accrued liabilities, while the interest rate swaps related to our 2021 Notes is recorded in Other assets or Long-term liabilities. For all previous periods, the fair value is recorded in Other assets or Long-term liabilities.

The following table presents the effects of derivative instruments by contract type onupon settlement was released from Accumulated other comprehensive income ("OCI")on our Condensed Consolidated Balance Sheets and recorded in Interest expense on our Condensed Consolidated Statements of Earnings as interest is accrued over the life of the 2030 Notes.

Our derivative instruments designated as net investment hedges and interest rate swaps are recorded on our Condensed Consolidated Balance Sheets at fair value. See Note 4, Fair Value Measurements, for the threegross fair values of our outstanding derivative instruments and nine months ended October 28, 2017, and October 29, 2016 ($ in millions):

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Derivatives designated as net investment hedges       
Pre-tax gain (loss) recognized in OCI$8
 $6
 $(3) $(10)
        
Derivatives designated as interest rate swaps       
Gain (loss) recognized within Interest expense       
Interest rate swap gain$16
 $14
 $13
 $12
Long-term debt loss(16) (14) (13) (12)
Net impact$
 $
 $
 $
        
No hedge designation (foreign exchange forward contracts)      
Gain (loss) recognized within Selling, general and administrative expenses$2
 $1
 $(1) $(2)

The following table presents the notionalcorresponding fair value classifications.

Notional amounts of our derivative instruments at October 28, 2017, January 28, 2017, and October 29, 2016were as follows ($ in millions):

Contract Type

July 31, 2021

January 30, 2021

August 1, 2020

Derivatives designated as net investment hedges

$

109 

$

153 

$

68 

Derivatives designated as interest rate swaps

500 

500 

1,150 

Derivatives designated as cash flow hedges

-

-

325 

No hedge designation (foreign exchange contracts)

46 

51 

37 

Total

$

655 

$

704 

$

1,580 

Effects of our derivatives on our Condensed Consolidated Statements of Earnings were as follows ($ in millions):

Gain (Loss) Recognized

Statement of

Three Months Ended

Six Months Ended

Earnings Location

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Interest rate swap contracts

Interest expense

$

14 

$

15 

$

(12)

$

44 

Adjustments to carrying value of long-term debt

Interest expense

(14)

(15)

12 

(44)

Total

$

-

$

-

$

-

$

-

6. Debt

Short-Term Debt

U.S. Revolving Credit Facility

On May 18, 2021, we entered into a $1.25 billion five year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks. The Five-Year Facility Agreement replaced the previous $1.25 billion senior unsecured revolving credit facility (the “Previous Facility”) with a syndicate of banks, which was originally scheduled to expire in April 2023, but was terminated on May 18, 2021. The Five-Year Facility Agreement permits borrowings of up to $1.25 billion and expires in May 2026.

The interest rate under the Five-Year Facility Agreement is variable and is determined at our option as: (i) the sum of (a) the greatest of (1) JPMorgan Chase Bank, N.A.’s prime rate, (2) the greater of the federal funds rate and the overnight bank funding rate plus, in each case, 0.5%, and (3) the one-month London Interbank Offered Rate (“LIBOR”), subject to certain adjustments plus 1%, and (b) a variable margin rate (the “ABR Margin”); or (ii) the LIBOR plus a variable margin rate (the “LIBOR Margin”). In addition, a facility fee is assessed on the commitment amount. The ABR Margin, LIBOR Margin and the facility fee are based upon our current senior unsecured debt rating. Under the Five-Year Facility Agreement, the ABR Margin ranges from 0.00% to

 October 28, 2017 January 28, 2017 October 29, 2016
Derivatives designated as net investment hedges$240
 $205
 $203
Derivatives designated as interest rate swaps1,150
 750
 750
No hedge designation (foreign exchange forward contracts)64
 43
 59
Total$1,454
 $998
 $1,012

0.225%, the LIBOR Margin ranges from 0.805% to 1.225%, and the facility fee ranges from 0.07% to 0.15%. Additionally, the Five-Year Facility Agreement includes fallback language related to the transition from LIBOR to alternative rates. The Five-Year Facility Agreement is guaranteed by certain of our subsidiaries and contains customary affirmative and negative covenants. Among other things, these covenants restrict our and certain of our subsidiaries’ abilities to incur liens on certain assets; make material changes in corporate structure or the nature of our business; dispose of material assets; engage in certain mergers, consolidations and other fundamental changes; or engage in certain transactions with affiliates.

The Five-Year Facility Agreement also contains covenants that require us to maintain a maximum cash flow leverage ratio. The Five-Year Facility Agreement contains default provisions including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants.

In the first quarter of fiscal 2021, in light of the uncertainty surrounding the impact of COVID-19 and to maximize liquidity, we executed a short-term draw on the full amount of our Previous Facility on March 19, 2020, which remained outstanding until July 27, 2020, when the Previous Facility was repaid in full. There were 0 borrowings outstanding under the Five-Year Facility Agreement as of July 31, 2021, or the Previous Facility as of January 30, 2021, and August 1, 2020.

Bank Advance

In conjunction with a solar energy investment, we were advanced $110 million due October 31, 2021. The advance is recorded within Short-term debt on our Condensed Consolidated Balance Sheets and bears interest at 0.14%.

Long-Term Debt

Long-term debt consisted of the following ($ in millions):

July 31, 2021

January 30, 2021

August 1, 2020

2021 Notes

$

-

$

-

$

650 

2028 Notes

500 

500 

500 

2030 Notes

650 

650 

-

Interest rate swap valuation adjustments

79 

91 

133 

Subtotal

1,229 

1,241 

1,283 

Debt discounts and issuance costs

(12)

(12)

(5)

Finance lease obligations

40 

38 

35 

Total long-term debt

1,257 

1,267 

1,313 

Less current portion

14 

14 

681 

Total long-term debt, less current portion

$

1,243 

$

1,253 

$

632 

See Note 4, Fair Value Measurements, for the fair value of long-term debt.

7. Revenue

We generate substantially all of our revenue from contracts with customers from the sale of products and services. Contract balances primarily consist of receivables and liabilities related to product merchandise not yet delivered to customers, unredeemed gift cards, services not yet completed and options that provide a material right to customers, such as our customer loyalty programs. Contract balances were as follows ($ in millions):

July 31, 2021

January 30, 2021

August 1, 2020

Receivables, net(1)

$

528 

$

618 

$

567 

Short-term contract liabilities included in:

Unredeemed gift card liabilities

293 

317 

267 

Deferred revenue

854 

711 

699 

Accrued liabilities

79 

71 

60 

(1)Receivables are recorded net of allowances for doubtful accounts of $24 million, $32 million and $28 million as of July 31, 2021, January 30, 2021, and August 1, 2020, respectively.

During the first six months of fiscal 2022 and fiscal 2021, $866 million and $662 million of revenue was recognized, respectively, that was included in the contract liabilities at the beginning of the respective periods.

See Note 12, Segments, for information on our revenue by reportable segment and product category.

8.Earnings per Share

8. Earnings per Share

We compute our basic earnings per share based on the weighted-average number of common shares outstanding and our diluted earnings per share based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had potentially dilutive common shares been issued. Potentially dilutive securities include stock options, nonvested share awards and shares issuable under our employee stock purchase plan. Nonvested market-based share awards and nonvested performance-based share awards are included in the average diluted shares outstanding for each period, if established market or performance criteria have been met at the end of the respective periods.


The following table presents a reconciliation

Reconciliations of the numerators and denominators of basic and diluted earnings per share from continuing operations for the threeand nine months ended October 28, 2017, and October 29, 2016were as follows ($ and shares in millions, except per share amounts):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Numerator

Net earnings

$

734 

$

432 

$

1,329 

$

591 

Denominator

Weighted-average common shares outstanding

250.2 

259.5 

251.7 

259.0 

Dilutive effect of stock compensation plan awards

2.6 

2.6 

3.0 

2.4 

Weighted-average common shares outstanding, assuming dilution

252.8 

262.1 

254.7 

261.4 

Potential shares which were anti-dilutive and excluded from weighted-average share computations

-

0.1 

-

0.5 

Basic earnings per share

$

2.93 

$

1.67 

$

5.28 

$

2.28 

Diluted earnings per share

$

2.90 

$

1.65 

$

5.22 

$

2.26 

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Numerator 
  
    
Net earnings from continuing operations$238
 $192
 $635
 $600
        
Denominator       
Weighted-average common shares outstanding299.1
 316.2
 304.1
 320.2
Dilutive effect of stock compensation plan awards6.3
 3.8
 6.5
 3.4
Weighted-average common shares outstanding, assuming dilution305.4
 320.0
 310.6
 323.6
        
Net earnings per share from continuing operations       
Basic$0.80
 $0.61
 $2.09
 $1.87
Diluted$0.78
 $0.60
 $2.05
 $1.85

The computation

9. Repurchase of weighted-average common shares outstanding, assuming dilution, excluded options to purchase zero shares and 6.3 million shares of common stock for the three months ended October 28, 2017, and October 29, 2016, respectively, and options to purchase zero shares and 6.9 million shares of common stock for the nine months ended October 28, 2017, and October 29, 2016, respectively. These amounts were excluded as the options’ exercise prices were greater than the average market price ofCommon Stock

On February 16, 2021, our common stock for the periods presented, and, therefore, the effect would be anti-dilutive (i.e., including such options would result in higher earnings per share).



9.Comprehensive Income
The following tables provide a reconciliation of the components of accumulated other comprehensive income, net of tax, attributable to Best Buy Co., Inc. for the three and nine months ended October 28, 2017, and October 29, 2016 ($ in millions):
 Foreign Currency Translation
Balances at July 29, 2017$321
Foreign currency translation adjustments(17)
Balances at October 28, 2017$304
  
Balances at January 28, 2017$279
Foreign currency translation adjustments25
Balances at October 28, 2017$304
  
Balances at July 30, 2016$296
Foreign currency translation adjustments(19)
Balances at October 29, 2016$277
  
Balances at January 30, 2016$271
Foreign currency translation adjustments6
Balances at October 29, 2016$277

The gains and losses on our net investment hedges, which are included in foreign currency translation adjustments, were not material for the periods presented. There is generally no tax impact related to foreign currency translation adjustments, as the earnings are considered permanently reinvested.

10.Repurchase of Common Stock

Our Board of Directors authorizedapproved a new $5.0 billion share repurchase program in February 2017. The program, which became effective on February 27, 2017, terminated and replaced a $5.0 billion share repurchase program authorized by our Board of Directors in June 2011.. There is no expiration date governing the period over which we can make ourrepurchase shares under this authorization. We temporarily suspended all share repurchases under the February 2017 $5.0from March to November of fiscal 2021 to conserve liquidity in light of COVID-19-related uncertainties. On August 24, 2021, we announced our plan to repurchase more than $2.5 billion share repurchase program.

The following table presents informationof shares in fiscal 2022.

Information regarding the shares we repurchased during the three and nine months ended October 28, 2017, and October 29, 2016was as follows ($ and shares in millions, except per share amounts):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Total cost of shares repurchased

$

416 

$

-

$

1,331

$

56

Average price per share

$

112.75 

$

-

$

109.92

$

86.30

Number of shares repurchased

3.7 

-

12.1

0.6

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Total cost of shares repurchased       
Open market(1)
$366
 $206
 $1,147
 $483
Settlement of January 2016 ASR(2)

 
 
 45
Total$366
 $206
 $1,147
 $528
        
Average price per share       
Open market$57.14
 $37.67
 $52.35
 $33.52
Settlement of January 2016 ASR(2)
$
 $
 $
 $28.55
Average$57.14
 $37.67
 $52.35
 $33.03
        
Number of shares repurchased and retired       
Open market(1)
6.4
 5.5
 21.9
 14.4
Settlement of January 2016 ASR(2)

 
 
 1.6
Total6.4
 5.5
 21.9
 16.0
(1)As of October 28, 2017, $17 million, or 0.3 million shares, in trades remained unsettled. As of October 29, 2016, $11 million, or 0.3 million shares, in trades remained unsettled. The liability for unsettled trades is included in Accrued liabilities in the Condensed Consolidated Balance Sheets.

(2)
See Note 7, Shareholders' Equity, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for additional information regarding the January 2016 ASR.

Approximately 3.9

As of July 31, 2021, $3.8 billion shares remained available for additional purchases underof the February 2017$5.0 billion share repurchase program as of October 28, 2017. authorization was available. Between the end of the thirdsecond quarter of fiscal 20182022 on July 31, 2021, and November 30, 2017,August 27, 2021, we repurchased an incremental 4.51.4 million shares of our common stock at a cost of $256$160 million. Repurchased shares

10. Income Taxes

Unrecognized Tax Benefits

Our income tax returns are retiredroutinely examined by domestic and constitute authorized but unissued shares.


11.Segments
Our chief operating decision maker ("CODM") isforeign tax authorities. During the second quarter of fiscal 2022, we reduced our Chief Executive Officer. Our business is organized into two segments: Domestic (which is comprisedunrecognized tax benefits by $101 million relating to multi-jurisdiction, multi-year non-cash benefits from the resolution of certain discrete tax matters, all operations within the U.S. and its districts and territories) and International (which is comprised of all operations within Canada and Mexico). Our CODM has ultimate responsibility for enterprise decisions. Our CODM determines,which resulted in particular, resource allocation for, and monitors performance of, the consolidated enterprise, the Domestic segment and the International segment. The Domestic segment managers and International segment managers have responsibility for operating decisions, allocating resources and assessing performance within their respective segments. Our CODM relies on internal management reporting that analyzes enterprise results to the net earnings level and segment results to the operating income level.

We aggregate our Canada and Mexico businesses into one International operating segment. Our Domestic and International operating segments also represent our reportable segments. The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies,a tax benefit in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

Revenue by reportable segment was as follows ($ in millions):
 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Domestic$8,491
 $8,192
 $24,675
 $23,910
International829
 753
 2,113
 2,011
Total revenue$9,320
 $8,945
 $26,788
 $25,921

Operating income by reportable segment and the reconciliation to earnings from continuing operations before income tax expense were as follows ($ in millions):
 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Domestic$345
 $298
 $959
 $959
International5
 14
 12
 14
Total operating income350
 312
 971
 973
Other income (expense)       
Gain on sale of investments
 
 
 2
Investment income and other12
 8
 30
 22
Interest expense(20) (16) (57) (54)
Earnings from continuing operations before income tax expense$342
 $304
 $944
 $943
Assets by reportable segment were as follows ($ in millions):
 October 28, 2017 January 28, 2017 October 29, 2016
Domestic$13,140
 $12,496
 $13,115
International1,645
 1,360
 1,427
Total assets$14,785
 $13,856
 $14,542


12.Contingencies

current quarter.

11. Contingencies

We are involved in a number of legal proceedings. Where appropriate, we have made accruals with respect to these matters, which are reflected inon our Condensed Consolidated Financial Statements. However, there are cases where liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. We provide disclosure of matters where we believe it is reasonably possible the impact may be material to our Condensed Consolidated Financial Statements.

Securities Actions
In February 2011, a purported class action lawsuit captioned, IBEW Local 98 Pension Fund, individually

12. Segments

Segment and on behalf of all others similarly situated v. Best Buy Co., Inc., et al.,product category revenue information was filed against us and certain of our executive officersas follows ($ in the U.S. District Court for the District of Minnesota. This federal court action alleges, among other things, that wemillions):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Revenue by reportable segment

Domestic

$

11,011 

$

9,128 

$

21,852 

$

17,043 

International

838 

782 

1,634 

1,429 

Total revenue

$

11,849 

$

9,910 

$

23,486 

$

18,472 

Revenue by product category

Domestic

Computing and Mobile Phones

$

4,765 

$

4,306 

$

9,558 

$

8,111 

Consumer Electronics

3,380 

2,634 

6,618 

4,853 

Appliances

1,688 

1,290 

3,237 

2,225 

Entertainment

560 

411 

1,228 

921 

Services

570 

462 

1,126 

883 

Other

48 

25 

85 

50 

Total Domestic revenue

$

11,011 

$

9,128 

$

21,852 

$

17,043 

International

Computing and Mobile Phones

$

373 

$

382 

$

767 

$

691 

Consumer Electronics

250 

212 

467 

388 

Appliances

103 

91 

173 

150 

Entertainment

57 

49 

122 

106 

Services

40 

35 

75 

67 

Other

15 

13 

30 

27 

Total International revenue

$

838 

$

782 

$

1,634 

$

1,429 

Operating income by reportable segment and the officers namedreconciliation to consolidated earnings before income tax expense and equity in the complaint violated Sections 10(b) and 20Aincome of the Exchange Act and Rule 10b-5 under the Exchange Actaffiliates was as follows ($ in connection with press releases and other statements relating to our fiscal 2011 earnings guidance that had been made available to the public. Additionally,millions):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Domestic

$

757 

$

524 

$

1,491 

$

765 

International

40 

44 

75 

32 

Total operating income

797 

568 

1,566 

797 

Other income (expense):

Investment income and other

14 

Interest expense

(6)

(15)

(12)

(32)

Earnings before income tax expense and equity in income of affiliates

$

794 

$

561 

$

1,560 

$

779 

Assets by reportable segment were as follows ($ in March 2011, a similar purported class action was filed by a single shareholder, Rene LeBlanc, against us and certainmillions):

July 31, 2021

January 30, 2021

August 1, 2020

Domestic

$

17,296 

$

17,625 

$

15,964 

International

1,283 

1,442 

1,448 

Total assets

$

18,579 

$

19,067 

$

17,412 

14


Table of our executive officers in the same court. In July 2011, after consolidation of the IBEW Local 98 Pension Fund and Rene LeBlanc actions, a consolidated complaint captioned, IBEW Local 98 Pension Fund v. Best Buy Co., Inc., et al., was filed and served. We filed a motion to dismiss the consolidated complaint in September 2011, and in March 2012, subsequent to the end of fiscal 2012, the court issued a decision dismissing the action with prejudice. In April 2012, the plaintiffs filed a motion to alter or amend the court's decision on our motion to dismiss. In October 2012, the court granted plaintiff's motion to alter or amend the court's decision on our motion to dismiss in part by vacating such decision and giving plaintiff leave to file an amended complaint, which plaintiff did in October 2012. We filed a motion to dismiss the amended complaint in November 2012 and all responsive pleadings were filed in December 2012. A hearing was held on April 26, 2013. On August 5, 2013, the court issued an order granting our motion to dismiss in part and, contrary to its March 2012 order, denying the motion to dismiss in part, holding that certain of the statements alleged to have been made were not forward-looking statements and therefore were not subject to the “safe-harbor” provisions of the Private Securities Litigation Reform Act. Plaintiffs moved to certify the purported class. By Order filed August 6, 2014, the court certified a class of persons or entities who acquired Best Buy common stock between 10:00 a.m. EDT on September 14, 2010, and December 13, 2010, and who were damaged by the alleged violations of law. The 8th Circuit Court of Appeals granted our request for interlocutory appeal. On April 12, 2016, the 8th Circuit held the trial court misapplied the law and reversed the class certification order. IBEW petitioned the 8th Circuit for a rehearing en banc, which was denied on June 1, 2016. In October 2016, IBEW advised the trial court it will not seek review by the Supreme Court. On June 23, 2017, the trial court denied plaintiff's request to file a new Motion for Class Certification. On October 30, 2017, plaintiffs filed with the trial court a motion for leave to file a second amended class action complaint which Best Buy opposed in a filing on November 6, 2017. That motion is pending. We continue to believe that the remaining individual plaintiff's allegations are without merit and intend to vigorously defend our company in this matter.Contents

In June 2011, a purported shareholder derivative action captioned, Salvatore M. Talluto, Derivatively and on Behalf of Best Buy Co., Inc. v. Richard M. Schulze, et al., as Defendants and Best Buy Co., Inc. as Nominal Defendant, was filed against both present and former members of our Board of Directors serving during the relevant periods in fiscal 2011 and us as a nominal defendant in the U.S. District Court for the State of Minnesota. The lawsuit alleges that the director defendants breached their fiduciary duty, among other claims, including violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in failing to correct public misrepresentations and material misstatements and/or omissions regarding our fiscal 2011 earnings projections and, for certain directors, selling stock while in possession of material adverse non-public information. Additionally, in July 2011, a similar purported class action was filed by a single shareholder, Daniel Himmel, against us and certain of our executive officers in the same court. In November 2011, the respective lawsuits of Salvatore M. Talluto and Daniel Himmel were consolidated into a new action captioned, In Re: Best Buy Co., Inc. Shareholder Derivative Litigation, and a stay ordered pending the close of discovery in the consolidated IBEW Local 98 Pension Fund v. Best Buy Co., Inc., et al. case. Additionally, in June 2015, a similar purported class action was filed by a single shareholder, Khuong Tran, derivatively on behalf of Best Buy Co., Inc. against us and certain of our executive officers and directors in the same court. The Khuong Tran lawsuit has also been stayed pending the close of discovery in IBEW.

The plaintiffs in the above securities actions seek damages, including interest, equitable relief and reimbursement of the costs and expenses they incurred in the lawsuits. As stated above, we believe the allegations in the above securities actions are without merit, and we intend to defend these actions vigorously. Based on our assessment of the facts underlying the claims in the above securities actions, their respective procedural litigation history and the degree to which we intend to defend our company in these matters, the amount or range of reasonably possible losses, if any, cannot be estimated.


Other Legal Proceedings
We are involved in various other legal proceedings arising in the normal course of conducting business. For such legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the variable treatment of claims made in many of these proceedings and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.



Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, the use of the terms “Best Buy,” “we,” “us” and “our” in the following refers to Best Buy Co., Inc. and its consolidated subsidiaries. Any references to our website addresses do not constitute incorporation by reference of the information contained on the websites.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude. Our MD&A is presented in the following sections:


Overview

Business Strategy Update

Best Buy 2020: Building the New Blue

Results of Operations

Liquidity and Capital Resources

Off-Balance-Sheet Arrangements and Contractual Obligations

Significant Accounting Policies and Estimates

New Accounting Pronouncements

Safe Harbor Statement Under the Private Securities Litigation Reform Act


Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 28, 201730, 2021 (including the information presented therein under Risk Factors), as well as our other reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited.


Overview


Our purpose is to enrich lives through technology. We are a leading providerdo this by leveraging our unique combination of technology products, servicestech expertise and solutions. We offer these products and serviceshuman touch to customers whomeet our customers’ everyday needs, whether they come to us online, visit our stores engage with Geek Squad agents or use our websites or mobile applications.invite us into their homes. We have operations in the U.S., Canada and Mexico. We operate two reportable segments: Domestic and International. The Domestic segment is comprised of operations, including our Best Buy Health business, in all operations withinstates, districts and territories of the U.S. and its districts and territories. The International segment is comprised of all operations in Canada and Mexico.


During the third quarter of fiscal 2021, we made the decision to exit our operations in Mexico. All stores in Mexico were closed as of the end of the first quarter of fiscal 2022, and our International segment will be comprised of operations in Canada going forward. Refer to Note 2, Restructuring, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, for additional information.

Our fiscal year ends on the Saturday nearest the end of January. Fiscal 2018 will include 53 weeks with the additional week included in the fourth quarter and fiscal 2017 included 52 weeks. Our business, like that of many retailers, is seasonal. A higherlarge proportion of our revenue and earnings is generated in the fiscal fourth fiscal quarter, which includes the majority of the holiday shopping season in the U.S., Canada and Mexico ("Holiday").


Mexico.

Comparable Sales


Throughout this MD&A, we refer to comparable sales. OurComparable sales is a metric used by management to evaluate the performance of our existing stores, websites and call centers by measuring the change in net sales for a particular period over the comparable prior-period of equivalent length. Comparable sales calculation comparesincludes revenue from stores, websites and call centers operating for at least 14 full months, as well as revenue relatedmonths. Stores closed more than 14 days, including but not limited to certain other comparable sales channels for a particular period to the corresponding period in the prior year. Relocated stores, as well asrelocated, remodeled, expanded and downsized stores, closed more than 14 days,or stores impacted by natural disasters, are excluded from the comparable sales calculation until at least 14 full months after reopening. Acquisitions are included in the comparable sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The calculationComparable sales also includes credit card revenue, gift card breakage, commercial sales and sales of comparablemerchandise to wholesalers and dealers, as applicable. Comparable sales excludes the impact of revenue from discontinued operations and the effect of fluctuations in foreign currency exchange rates (applicable to our International segment only).Online sales are included in comparable sales. Online sales represent those initiated on a website or app, regardless of whether customers choose to pick up product in store, curbside, at an alternative pick-up location or take delivery direct to their homes. All periods presented apply this methodology consistently.

On May 9, 2019, we acquired all outstanding shares of Critical Signal Technologies, Inc. (“CST”). Consistent with our comparable sales policy, the results of CST are included in our comparable sales calculation beginning in the third quarter of fiscal 2021.

In March 2020, the World Health Organization declared the outbreak of novel coronavirus disease (“COVID-19”) as a pandemic. All stores that were temporarily closed as a result of COVID-19 or operating a curbside-only operating model are included in comparable sales.

On November 24, 2020, we announced our decision to exit our operations in Mexico. As a result, all revenue from Mexico operations has been excluded from our comparable sales calculation beginning in December of fiscal 2021.

We believe comparable sales is a meaningful supplemental metric for investors to evaluate revenue performance resulting from growth in existing stores, websites and call centers versus the portion resulting from opening new stores or closing existing stores. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers'retailers’ methods.


The Canadian brand consolidation, which included the permanent closure of 66 Future Shop stores, the conversion of 65 Future Shop stores to Best Buy stores and the elimination of the Future Shop website, had a material impact on a year-over-year basis on the remaining Canadian retail stores and the website. As such, from the first quarter of fiscal 2016 through the third quarter of fiscal 2017, all Canadian store and website revenue was removed from the comparable sales base and the International segment no longer had a comparable sales metric. Therefore, Consolidated comparable sales for the first quarter of fiscal 2016 through the third quarter of fiscal 2017 equaled the Domestic segment comparable sales. Beginning in the fourth quarter of fiscal 2017, we resumed reporting International comparable sales and, as such, Consolidated comparable sales are once again equal to the aggregation of Domestic and International comparable sales.

Non-GAAP Financial Measures


This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the United States ("GAAP")(“GAAP), as well as certain adjusted or non-GAAP financial measures, such as constant currency, non-GAAP operating income, non-GAAP effective tax rate non-GAAP net earnings from continuing operations,and non-GAAP diluted earnings per share ("EPS"(“EPS”) from continuing operations and non-GAAP debt to earnings before interest, income taxes, depreciation, amortization and rent ("EBITDAR") ratio.. We believe that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating current period performance and in assessing future performance. For these reasons, our internal management reporting also includes non-GAAP financial measures. Generally, our non-GAAP financial measures include adjustments for items such as restructuring charges, goodwill impairments, andprice-fixing settlements, gains orand losses on investments.investments, intangible asset amortization, certain acquisition-related costs and the tax effect of all such items. In addition, certain other items may be excluded from non-GAAP financial measures when we believe thisdoing so provides greater clarity to management and our investors. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.


In our discussions of the operating results of our Consolidatedconsolidated business and our International segment, we sometimes refer to the impact of changes in foreign currency exchange rates or the impact of foreign currency exchange rate fluctuations, which are references to the differences between the foreign currency exchange rates we use to convert the International segment’s operating results from local currencies into U.S. dollars for reporting purposes. We also may use the term "constant currency"“constant currency”, which represents results adjusted to exclude foreign currency impacts. We calculate those impacts as the difference between the current period results translated using the current period currency exchange rates and using the comparable prior period currency exchange rates. We believe the disclosure of revenue changes in constant currency provides useful supplementary information to investors in light ofwhen there are significant fluctuations in currency rates and our inability to report comparable store sales for the International segment from the first quarter of fiscal 2016 through the third quarter of fiscal 2017 as a result of the Canadian brand consolidation.


Beginning in the first quarter of fiscal 2018, we no longer exclude non-restructuring property and equipment impairment charges from our non-GAAP financial metrics. When we began to execute our Renew Blue transformation in the fourth quarter of fiscal 2013, we adopted a change to non-GAAP reporting to exclude non-restructuring property and equipment impairment charges from our non-GAAP results. From that point, through the fourth quarter of fiscal 2017, we believed that reporting non-GAAP results that excluded these charges provided a supplemental view of our ongoing performance that was useful and relevant to our investors. Now that Renew Blue has ended and Best Buy 2020: Building The New Blue has officially launched, we believe it is no longer necessary to adjust for non-restructuring property and equipment impairments in our non-GAAP reporting. We believe that future such impairments will predominantly be immaterial and incurred in the ordinary scope of ongoing operations. Accordingly, commencing in the first quarter of fiscal 2018, we no longer adjust for non-restructuring property and equipment impairments. Impacted prior period non-GAAP financial measures have been recast to conform with this presentation.

rates.

Refer to the Consolidated Non-GAAP Financial Measures section below for the detailed reconciliationreconciliations of items that impacted theimpacting non-GAAP operating income, non-GAAP effective tax rate non-GAAP net earnings from continuing operations and non-GAAP diluted EPS from continuing operations in the presented periods.


Refer to the Other Financial Measures section below for the detailed reconciliation of items that impacted the non-GAAP debt to EBITDAR ratio. Management believes this ratio is an important indicator of our creditworthiness. Furthermore, we believe that our non-GAAP debt to EBITDAR ratio is important for understanding our financial position and provides meaningful additional information about our ability to service our long-term debt and other fixed obligations and to fund our future growth. We also believe our non-GAAP debt to EBITDAR ratio is relevant because it enables investors to compare our indebtedness to that of retailers who own, rather than lease, their stores. Our decision to own or lease real estate is based on an assessment of our financial liquidity, our capital structure, our desire to own or to lease the location, the owner’s desire to own or to lease the location and the alternative that results in the highest return to our shareholders.

Business Strategy Update


In

Throughout the thirdsecond quarter of fiscal 2018, our Consolidated revenue increased 4.2%2022, we provided customers multiple ways to $9.3 billioninteract with Consolidated comparable sales growth of 4.4% compared to last year. Diluted earnings per share increased 30.0% to $0.78 compared to $0.60 last year.



These results included the negative impact of two significant factors. First, despite what we previously characterized as moderate expectations for mobile phone launches in the quarter, revenue in the mobile category was materially lower than expected. This was due to the fact that a major new phone did not launch until November, which is the first month of our fourth fiscal quarter. This resulted in significant softness in sales of existing mobile phone models in October as customers delayed their purchases. We estimate the related revenue impact in the quarter was more than $100 million. Second, we felt the impact of the natural disasters in south Texas, Florida, Puerto Rico and Mexico. We estimate the negative impact to our Consolidated comparable sales was 15 to 20 basis points, and that with the related costs, including insurance deductibles, repairs and employee-related pay, our earnings were negatively impacted by approximately $0.03.
Despite these two factors, the results we reported were within the earnings guidance we shared in August. In our most recent Annual Report, we announced the launch of our growth strategy, Best Buy 2020: Building the New Blue. Our Consolidated revenue growth rate was 3.3% for the nine months ended October 28, 2017, compared to the same period in the prior year. We believe that technology innovation is fueling demand and that our strategy is resonating with our customers. While we are investing in key initiatives and capabilities, in the first nine months of fiscal 2018 we increased diluted earnings per share year-over-year and have returned capital to our shareholders through dividends and continued share repurchases.

Looking ahead to Holiday, our teams across all functions are ready and keen to take care of our customers--online, in our stores or in the customer’s home. There are a number of great new products across many categories, including smart home, phones, gaming and tech toys. We believe we have a compelling promotional calendar with strong brand messaging. We are again this year offering free shipping with no minimum purchase. We are also offering a range of new capabilities, including our new in-home advisor program, now available nation-wide, an updated gift center and same-day shipping in 40 cities.

Best Buy 2020: Building the New Blue

We believe there are opportunities in this next chapter to develop deeper and stickier relationships with our customers and to build a strong, vibrant, growing company with significant competitive advantages. We are committed to building a company that can thrive in both today’s and tomorrow’s environment.

As we discussed at our Investor Day in September 2017, Best Buy 2020 is designed to take advantage of key growth opportunities by expanding what we sell and evolving how we sell.

The work we are doing in the smart home space is a great example of how we are expanding what we sell. We plan to build on our position in the smart home market by continuing to expand our curated assortment, demonstrating new technology solutions in a meaningful way and expanding in the solutions and services part of the market. We believe needs-based demonstrations and experiential merchandising are critical, and we have a unique capability to showcase the products, both online and in-store. In this spirit, as we approach Holiday, all of our stores have enhanced smart home departments. In addition, 700 stores have new Alexa and Google experiences developed in collaboration with Amazon and Google, and 450 stores have a Best Buy Smart Home powered by Vivint home automation and security offering. To complement all of this, we have added an incremental 1,500 dedicated smart home store employees to help our customers identify which smart home solution would work best for them.

As we discussed at our Investor Day, as a natural offshoot of our smart home focus, we are testing opportunities to leverage technology to help the rapidly growing segment of aging seniors stay in their homes as long as possible. We are piloting a service called Assured Living, that uses a non-invasive set of smart home connectors and sensors to help adult children remotely check in on the health and safety of their aging parents. Aging parents also benefit from the increased automation in their home, such as connected door locks and smart lighting. While early in our test program, we are piloting the opportunity in the Twin Cities of Minneapolis and St. Paul and in the Denver market.

As it relates to supporting customers, we are also focused on expanding what we sell. We believe that customers’ support needs are not limited to a specific product; the need now is to have all of their technology working together to improve and simplify their lives as promised. Total Tech Support is a new Geek Squad offering that provides support for all of a customer’s technology, no matter where or when they bought it. This support is available to customers 24/7 via online, in-store and phone, and includes significant discounts if in-home services are needed. In September, we expanded the pilot to just over 200 stores across 10 cities in the U.S.

Meanwhile, we are evolving how we sell to focus not only on selling products but also on solving customers’ underlying needs. We see opportunities in our ability to continue to improve the customer experience within and across channels. Almost all of our customers currently use both the store and the online channel, and they have different expectations of what the channels should do for themus depending on their mindset. As an example, customers often useneeds, preference and comfort. Similar to the online channel when they are more

certain about their purchase and the store channel when they are less certain. In our online channel, we have made a great deal of progress and have driven innovation. In the thirdfirst quarter of fiscal 2018, we reported Domestic2022, customers migrated back into our stores to touch and feel products and to seek in-person expertise and service. At the same time, they continued to interact with us digitally at a significantly higher rate than pre-pandemic, as online sales were 32% of $1.1 billion, or 12.7% of our total Domestic revenue, with comparable sales of 22.3%revenues compared to last year. We have also significantly improved the in-store experience, as evidenced by increased NPS scores and our revenue growth.

Going forward, we see continued opportunity in examining how customers use the various channels in their shopping journeys and designing and linking experiences across channels. Ultimately, this makes it easier for customers to start their shopping process online and complete it in the store or vice versa. We are using this approach to more effectively address customer needs in areas where we have significant potential for growth, particularly appliances and mobile phones. In appliances, for example, where a significant portion of sales are the result of broken appliances that need to be replaced, we are making it clear to customers searching online which appliances are available real time at their local store for those customers who would like to replace very quickly. In mobile, we are enhancing the online experience to smooth pre-orders and streamline phone choice, allowing customers to do most of the work online before they pick up their phone in-store for activation. We are also improving the in-store experience to make the various carrier pricing options more clear, reducing the time it takes to activate a phone and using text alerts for clarity on the timing of activation.

We are also focused on building our in-home channel. To that end, in September, we expanded our In-Home Advisor program to all major U.S. markets with 300 advisors. These in-home advisors are professional sales consultants with broad product knowledge who have completed an extensive five week training program. They provide free consultations and serve as the single point of contact for customers covering all technology needs across all vendors. We are pleased with the results of the program so far. In fact, we are planning to expand the number of advisors to 375 by early next year based on initial demand.

To deliver on our strategy, we are investing in a range of enablers. We have built a great set of assets over the past several years. We are expanding on these assets by investing in key capabilities and tools. For example, we are making technology investments in enterprise customer relationship management, a services platform and knowledge management tools. We are investing in our supply chain to build for volume, choice, speed and efficiencies that will help us offset the normal volume-based increases in expense. For example, during the third quarter of fiscal 2018, we opened a new distribution center in Compton, California, just in time for the busy holiday season.

As we have begun work on some of these investments, this is resulting in higher capital and operating expenses this year. This is going to be a multi-year journey, which is why we are committed to creating efficiencies to help fund investments and offset ongoing pressures in the business. After reducing cost by $1.4 billion in the past five years, our current target, established16% in the second quarter of fiscal 2018,2020. Phone and chat volume also remained high compared to pre-pandemic levels, and sales via these channels continued to climb. In addition, we are continuing to interact with customers in their homes making large-product deliveries, installing solutions, repairing products and providing sales consultations. For customers purchasing online, we delivered product with speed and convenience. Online sales package delivery was not only faster than the second quarter of last year, when our online sales increased 242%, but faster than the second quarter of fiscal 2020 as well.

We continued to roll out and run several tests and pilots during the quarter as we determine the best path forward to become even more customer-centric, digitally-focused and efficient. We believe this is $600 millioncrucial to thriving in additional annualized cost reductionsa new and gross profit optimizationdifferent environment where customers expect to be completed byseamlessly interact with physical and digital channels throughout the shopping journey as they seek inspiration, research, convenience and support.

One of these pilots was a new membership program. Based on the positive pilot results, we plan to scale the program nationally in stores and online at the end of fiscal 2021. During the third quarter of fiscal 2018,2022 under the name Best Buy Totaltech. Totaltech is designed to give our customers the confidence that whatever their technology needs are, we achieved $50 million towards our newwill be there to help. The goal foris to create a total thus far of $100 million.


In summary, we delivered strong top and bottom linemembership experience that customers will love, which in turn results in a higher customer lifetime value and drives a larger share of consumer electronics spend to Best Buy.

Over the third quarter despite the pressure from the later phone launch and the multiple natural disasters.longer term, we are fundamentally in a stronger position than we expected to be in just two years ago. We believe we have also made significant progress against our Best Buy 2020 strategy to position us well for long-term value creation. Additionally,there has been a structural increase in the nine months ended October 28, 2017,need for technology, and that we returned approximately $1.5 billionnow serve a larger install base of consumer electronics with customers who have an elevated appetite to upgrade due to constant technology innovation and needs that reflect structural life changes, like hybrid work and streaming entertainment content. We believe our significant omnichannel assets, including our ability to inspire what is possible across the breadth of consumer electronics, as well as our ability to keep it all working together the way customers want, truly differentiate us going forward in cash to our shareholders through both dividends and stock repurchases. We plan to spend approximately $2.0 billion on share repurchases this fiscal year, aheadnew landscape.


Results of Operations


In order to align our fiscal reporting periods and comply with statutory filing requirements, we consolidate the financial results of our Mexico operations on a one-month lag. Consistent with such consolidation, the financial and non-financial information presented in our MD&A relative to these operations is also presented on a lag. Our policy is to accelerate the recording of events occurring in the lag period that significantly affect our consolidated financial statements. No such events were identified for the periods presented.



reported periods.

Consolidated Performance Summary


The following table presents selected

Selected consolidated financial data was as follows ($ in millions, except per share amounts):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Revenue

$

11,849 

$

9,910 

$

23,486 

$

18,472 

Revenue % change

19.6 

%

3.9 

%

27.1 

%

(1.1)

%

Comparable sales % change

19.6 

%

5.8 

%

27.7 

%

0.4 

%

Gross profit

$

2,810 

$

2,270 

$

5,525 

$

4,235 

Gross profit as a % of revenue(1)

23.7 

%

22.9 

%

23.5 

%

22.9 

%

SG&A

$

2,009 

$

1,702 

$

3,997 

$

3,437 

SG&A as a % of revenue(1)

17.0 

%

17.2 

%

17.0 

%

18.6 

%

Restructuring charges

$

$

-

$

(38)

$

Operating income

$

797 

$

568 

$

1,566 

$

797 

Operating income as a % of revenue

6.7 

%

5.7 

%

6.7 

%

4.3 

%

Net earnings

$

734 

$

432 

$

1,329 

$

591 

Diluted earnings per share

$

2.90 

$

1.65 

$

5.22 

$

2.26 

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Revenue$9,320
 $8,945
 $26,788
 $25,921
Revenue % growth4.2% 1.4% 3.3% 0.1%
Comparable sales % gain(1)
4.4% 1.8% 3.8% 0.8%
Gross profit$2,280
 $2,203
 $6,455
 $6,410
Gross profit as a % of revenue(2)
24.5% 24.6% 24.1% 24.7%
SG&A$1,932
 $1,890
 $5,484
 $5,407
SG&A as a % of revenue(2)
20.7% 21.1% 20.5% 20.9%
Restructuring charges$(2) $1
 $
 $30
Operating income$350
 $312
 $971
 $973
Operating income as a % of revenue3.8% 3.5% 3.6% 3.8%
Net earnings from continuing operations$238
 $192
 $635
 $600
Earnings from discontinued operations, net of tax$1
 $2
 $1
 $21
Net earnings$239
 $194
 $636
 $621
Diluted earnings per share from continuing operations$0.78
 $0.60
 $2.05
 $1.85
Diluted earnings per share$0.78
 $0.61
 $2.05
 $1.92
(1)
Due to the Canadian brand consolidation impact on our International segment comparable

(1)Because retailers vary in how they record costs of operating their supply chain between cost of sales metric, Consolidated comparable sales for the three and nine months ended October 29, 2016, equal the Domestic segment comparable sales. Refer to the Overview section within this Item 2. MD&A for more information.

(2)
Because retailers vary in how they record costs of operating their supply chain between cost of goods sold and SG&A, our gross profit rate and SG&A rate may not be comparable to other retailers’ corresponding rates. For additional information regarding costs classified in cost of goods sold and SG&A, refer to Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

The components of the 4.2% and 3.3% revenue increase for the three and nine months ended October 28, 2017 were as follows:
 Three Months Ended Nine Months Ended
 October 28, 2017 October 28, 2017
Comparable sales impact4.2 % 3.7 %
Non-comparable sales impact(1)
(0.4)% (0.5)%
Foreign currency exchange rate fluctuation impact0.4 % 0.1 %
Total revenue increase4.2 % 3.3 %
(1)Non-comparable sales reflects the impact of net store opening and closing activity, as well as the impact of revenue streams not included within our comparable sales calculation, such as profit sharing benefits, certain credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers, as applicable.

The gross profit rate decreased slightlyand SG&A rate may not be comparable to other retailers’ corresponding rates. For additional information regarding costs classified in cost of sales and SG&A, refer to Note 1, Summary of Significant Accounting Policies, in the thirdNotes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2021.

In the second quarter of fiscal 2018 compared to the third quarter of fiscal 2017, driven by our International segment. The gross profit rate decrease in theand first ninesix months of fiscal 20182022, we generated $11.8 billion and $23.5 billion in revenue, and our comparable sales grew 19.6% and 27.7%, respectively. We continued to experience high demand for technology products and services, as consumers continued to leverage technology to meet their needs, and we provided solutions that help them work, learn, entertain, cook and connect at home. The demand was also bolstered by overall strong consumer spending, aided by government stimulus, improving wages and high savings levels. Our strong sales performance resulted in operating income rate expansion of 100 basis points and 240 basis points during the second quarter and first six months of fiscal 2022, respectively.

Revenue, gross profit, SG&A and operating income rate changes in the second quarter and first six months of fiscal 2022 were primarily driven by our Domestic segment. For further discussion of each segment’s gross profit rate changes,performance, see the Segment Performance Summary below.


The SG&A rate

Income Tax Expense

Income tax expense decreased in the thirdsecond quarter of fiscal 2018 compared to the third quarter of fiscal 2017, driven by our Domestic segment. The SG&A rate decrease in the first nine months of fiscal 2018 compared to the first nine months of fiscal 2017 was also driven by our Domestic segment. For further discussion of each segment’s SG&A rate changes, see Segment Performance Summary below.


Our operating income rate increased in the third quarter of fiscal 2018 compared to the third quarter of fiscal 2017, driven by lower SG&A rates in our Domestic segment. Our operating income rate decreased in the first nine months of fiscal 2018 compared to the first nine months of fiscal 2017. This decrease in operating income was2022 primarily due to the decrease in our Domestic segment gross profit rate,resolution of certain discrete tax matters, partially offset by a decrease in our Domestic segment SG&Athe impact of increased pre-tax earnings. Our effective tax rate and a decrease in our

Domestic segment restructuring charges. For further discussion of each segment's operating income, see Segment Performance Summary below.

Income Tax Expense

Income tax expense(“ETR”) decreased to $104 million8.0% in the thirdsecond quarter of fiscal 20182022 compared to $112 million22.9% in the prior-year period,second quarter of fiscal 2021, primarily as a result of the recognition of excess tax benefits relateddue to stock-based compensation and the resolution of certain discrete tax mattersmatters. Refer to Note 10, Income Taxes, in the current year, partially offset byNotes to Condensed Consolidated Financial Statements for additional information.

Income tax expense increased in the first six months of fiscal 2022 primarily due to an increase in pre-tax earnings.earnings, partially offset by the resolution of certain discrete tax matters. Our effective income tax rateETR decreased to 15.1% in the third quarterfirst six months of fiscal 2018 was 30.4%2022 compared to a rate of 36.7%24.2% in the third quarterfirst six months of fiscal 2017. The decrease in the effective income tax rate was2021, primarily due to the recognition of excess tax benefits related to stock-based compensation and the resolution of certain discrete tax matters in the current year period.


Income tax expense decreased to $309 million in the first nine months of fiscal 2018 compared to $343 million in the prior-year period, primarily as a result of the recognition of excess tax benefits related to stock-based compensation and the resolution of certain tax matters in the current year period. Our effective income tax rate for the first nine months of fiscal 2018 was 32.7%, compared to a rate of 36.4% in the first nine months of fiscal 2017. The decrease in the effective income tax rate was primarily due to the recognition of excess tax benefits related to stock-based compensation and the resolution of certain tax matters in the current year period.

matters.

Our tax provision for interim periods is determined using an estimate of our annual effective tax rate,ETR, adjusted for discrete items, if any, that are taken into account in the relevant period. We update our estimate of the annual effective tax rateETR each quarter and we make a cumulative adjustment if our estimated tax rate changes. Our quarterly tax provision and our quarterly estimate of our annual effective tax rateETR are subject to variation due to several factors, including our ability to accurately forecast our pre-tax and taxable income and loss by jurisdiction, tax audit developments, recognition of excess tax benefits or deficiencies related to stock-based compensation, foreign currency gains (losses), changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Our effective tax rateETR can be more or less volatile based on the amount of pre-tax income.earnings. For example, the impact of discrete items and non-deductible losses on our effective tax rateETR is greater when our pre-tax income is lower.


In addition, our consolidated effective tax rate is impacted by the statutory income tax rates applicable to each of the jurisdictions in which we operate. As our foreign earnings are generally taxed at lower statutory rates than the 35% U.S. statutory rate, changes in the proportionlower.



Segment Performance Summary


Domestic


The following table presents selected

Selected financial data for the Domestic segment was as follows ($ in millions):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Revenue

$

11,011 

$

9,128 

$

21,852 

$

17,043 

Revenue % change

20.6 

%

3.5 

%

28.2 

%

(1.5)

%

Comparable sales % change(1)

20.8 

%

5.0 

%

28.7 

%

(0.3)

%

Gross profit

$

2,606 

$

2,084 

$

5,132 

$

3,905 

Gross profit as a % of revenue

23.7 

%

22.8 

%

23.5 

%

22.9 

%

SG&A

$

1,849 

$

1,560 

$

3,685 

$

3,139 

SG&A as a % of revenue

16.8 

%

17.1 

%

16.9 

%

18.4 

%

Restructuring charges

$

-

$

-

$

(44)

$

Operating income

$

757 

$

524 

$

1,491 

$

765 

Operating income as a % of revenue

6.9 

%

5.7 

%

6.8 

%

4.5 

%

Selected Online Revenue Data

Total online revenue

$

3,486 

$

4,849 

$

7,082 

$

8,191 

Online revenue as a % of total segment revenue

31.7 

%

53.1 

%

32.4 

%

48.1 

%

Comparable online sales % change(1)

(28.1)

%

242.2 

%

(13.5)

%

200.5 

%

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Revenue$8,491
 $8,192
 $24,675
 $23,910
Revenue % growth3.6% 1.3% 3.2% 0.2%
Comparable sales % gain(1)
4.5% 1.8% 3.8% 0.8%
Gross profit$2,096
 $2,020
 $5,952
 $5,901
Gross profit as a % of revenue24.7% 24.7% 24.1% 24.7%
SG&A$1,751
 $1,720
 $4,993
 $4,915
SG&A as a % of revenue20.6% 21.0% 20.2% 20.6%
Restructuring charges$
 $2
 $
 $27
Operating income$345
 $298
 $959
 $959
Operating income as a % of revenue4.1% 3.6% 3.9% 4.0%
        
Selected Online Revenue Data       
Total online revenue$1,077
 $881
 $3,191
 $2,548
Online revenue as a % of total segment revenue12.7% 10.8% 12.9% 10.7%
Comparable online sales % gain(1)
22.3% 24.1% 25.3% 23.9%
(1)Comparable online sales is

(1)Online sales are included in the comparable sales calculation.


The components of the 3.6% and 3.2% revenue increase for the three and nine months ended October 28, 2017 were as follows:
 Three Months Ended Nine Months Ended
 October 28, 2017 October 28, 2017
Comparable sales impact4.3 % 3.6 %
Non-comparable sales impact(1)
(0.7)% (0.4)%
Total revenue increase3.6 % 3.2 %
(1)Non-comparable sales reflects the impact of net store opening and closing activity, as well as the impact of revenue streams not included within our comparable sales calculation, such as profit sharing benefits, certain credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers, as applicable.

comparable sales calculation.

The increase in revenue in the thirdsecond quarter and first six months of fiscal 2018 Domestic segment revenue2022 was primarily driven by comparable sales growth across almost all of 4.5%,our product categories, partially offset by the loss of revenue from Best Buy and Best Buy Mobilepermanent store closures. Domestic segment onlineclosures in the past year. Online revenue of $1.1$3.5 billion increased 22.3%and $7.1 billion in the second quarter and first six months of fiscal 2022 decreased 28.1% and 13.5%, respectively, on a comparable basis, primarily due to higher conversion rateschannel shifts in customer shopping behavior as a result of the COVID-19 pandemic and higher average order values.


The increasetemporary store closures in the first nine months of fiscal 2018 prior year.

Domestic segment revenue was driven by comparable sales growth of 3.8%, partially offset by the loss of revenue from Best Buy and Best Buy Mobile store closures. Domestic segment online revenue of $3.2 billion increased 25.3% on a comparable basis, primarily due to higher conversion rates and increased traffic.


The following table reconciles the number of Domestic stores open at the beginning and end of the thirdsecond quarters of fiscal 20182022 and 2017:fiscal 2021, excluding stores that were temporarily closed as a result of COVID-19, were as follows:

Fiscal 2022

Fiscal 2021

Total Stores at Beginning of Second Quarter

Stores Opened

Stores Closed

Total Stores at End of Second Quarter

Total Stores at Beginning of Second Quarter

Stores Opened

Stores Closed

Total Stores at End of Second Quarter

Best Buy

946 

(1)

947 

971 

-

(1)

970 

Outlet Centers

14 

-

15 

12 

-

14 

Pacific Sales

21 

-

-

21 

21 

-

-

21 

Total

981 

(1)

983 

1,004 

(1)

1,005 

 2018 2017
 Total Stores at Beginning of Third Quarter Stores Opened Stores Closed Total Stores at End of Third Quarter Total Stores at Beginning of Third Quarter Stores Opened Stores Closed Total Stores at End of Third Quarter
Best Buy1,024
 
 (16) 1,008
 1,035
 
 (9) 1,026
Best Buy Mobile292
 
 (5) 287
 334
 
 (3) 331
Pacific Sales28
 
 
 28
 28
 
 
 28
Total Domestic segment stores1,344
 
 (21) 1,323
 1,397
 
 (12) 1,385


We continuously monitor store performance. As we approach the expiration date of our store leases, we evaluate various options for each location, including whether a store should remain open.


The following table presents the

Domestic segment revenue mix percentages and comparable sales percentage changes by revenue category inwere as follows:

Revenue Mix

Comparable Sales

Three Months Ended

Three Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Computing and Mobile Phones

43 

%

47 

%

11.4 

%

11.7 

%

Consumer Electronics

31 

%

29 

%

27.4 

%

(3.8)

%

Appliances

16 

%

14 

%

31.1 

%

14.5 

%

Entertainment

%

%

36.4 

%

(4.4)

%

Services

%

%

23.6 

%

(8.7)

%

Total

100 

%

100 

%

20.8 

%

5.0 

%

Continued strong demand for technology products and services with a focus on the third quartershome, including working, learning, entertaining and cooking, contributed to our Domestic comparable sales growth across most of fiscal 2018 and 2017:

 Revenue Mix Comparable Sales
 Three Months Ended Three Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Consumer Electronics31% 31% 3.5% 4.9 %
Computing and Mobile Phones48% 49% 3.5% 1.6 %
Entertainment6% 6% 4.1% (9.4)%
Appliances10% 9% 13.5% 3.0 %
Services5% 5% 3.2% (1.8)%
Other% % n/a
 n/a
Total100% 100% 4.5% 1.8 %

The following is a description of the notableour categories. Notable comparable sales changes in our Domestic segment by revenue category:

Consumer Electronics: Comparable sales gain was driven primarily by smart home, home theater and portable audio, partially offset by declines in digital imaging and health & fitness products.
were as follows:

Computing and Mobile Phones: Comparable The 11.4% comparable sales gain was driven primarily by computing, wearablesmobile phones and mobile phones.

wearables.

Consumer Electronics: The 27.4% comparable sales gain was driven primarily by home theater, digital imaging, headphones and portable speakers.

Appliances: The 31.1% comparable sales gain was primarily driven by large appliances.

Entertainment: Comparable The 36.4% comparable sales gain was driven primarily by gaming hardware and drones.

Appliances: Comparablevirtual reality.

Services: The 23.6% comparable sales gain was primarily driven by support and warranty services.

Our gross profit rate increased in the second quarter and first six months of fiscal 2022, primarily driven by largefavorable product margin rates, including reduced promotions, and small appliances.

Services: Comparable sales gain was driven primarily by continued growthrate improvement from supply chain costs resulting from a lower mix of online revenue compared to the prior year. Our gross profit also increased in our warranty business and higher installation and delivery services.

The thirdthe second quarter of fiscal 20182022 due to higher profit-sharing revenue from our private label and co-branded credit card arrangement.

Our SG&A increased in the second quarter and first six months of fiscal 2022, primarily due to pandemic-related actions last year, which resulted in higher costs this year for short-term incentive compensation, store payroll, advertising, medical claims and our 401(k) employer match. In addition, SG&A increased due to investments in support of our technology initiatives.

The restructuring credit in the first six months of fiscal 2022 primarily related to a reduction in termination benefits resulting from adjustments to previously planned organizational changes and higher-than-expected retention rates. Refer to Note 2, Restructuring, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, for additional information.

Our operating income rate increased in the second quarter and first six months of fiscal 2022, primarily driven by the favorability in gross profit rate described above and increased leverage from higher sales volume on our fixed expenses, which resulted in favorable SG&A rates.

International

Selected financial data for the International segment was as follows ($ in millions):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Revenue

$

838 

$

782 

$

1,634 

$

1,429 

Revenue % change

7.2 

%

9.4 

%

14.3 

%

3.9 

%

Comparable sales % change

5.0 

%

15.1 

%

15.0 

%

8.0 

%

Gross profit

$

204 

$

186 

$

393 

$

330 

Gross profit as a % of revenue

24.3 

%

23.8 

%

24.1 

%

23.1 

%

SG&A

$

160 

$

142 

$

312 

$

298 

SG&A as a % of revenue

19.1 

%

18.2 

%

19.1 

%

20.9 

%

Restructuring charges

$

$

-

$

$

-

Operating income

$

40 

$

44 

$

75 

$

32 

Operating income as a % of revenue

4.8 

%

5.6 

%

4.6 

%

2.2 

%

The increase in revenue in the second quarter of fiscal 2022 was primarily driven by the benefit of 1,070 basis points of favorable foreign currency exchange rate fluctuations and comparable sales growth of 5.0%. In the first six months of fiscal 2022, revenue increased primarily from comparable sales growth of 15.0% and the benefit of 1,040 basis points of favorable foreign currency exchange rate fluctuations. These increases were partially offset by lower revenue in Mexico in the second quarter and first six months of fiscal 2022 of $60 million and $129 million, respectively, as a result of our Domestic segment was flat. Improved margin rates were offset by the $25 million periodic profit share revenue related to our service plan portfolio earneddecision in the third quarter of fiscal 2017. The profit-share revenue included in our non-comparable sales relates2021 to our extended warranty protection plans that are managed by a third party underwriter. We may be eligible to receive profit-sharing payments, depending on the performanceexit operations.


The gross profit rate of our Domestic segment decreased in the first nine months of fiscal 2018 due to the $183 million in non-recurring cathode ray tube ("CRT") settlement proceeds recorded in the first quarter of fiscal 2017, which was partially offset by improved margin rates across multiple categories.

The third quarter of fiscal 2018 SG&A rate of our Domestic segment decreased primarily due to sales leverage, noting that expenses increased due to increases in growth investments, higher advertising expenses and higher variable costs due to increased revenue.

The SG&A rate of our Domestic segment decreased in the first nine months of fiscal 2018 primarily due to leverage on our increased revenue and the $22 million in non-recurring CRT settlement legal fees incurred in the first quarter of fiscal 2017.

Our Domestic segment restructuring charges in the first nine months of fiscal 2017 related to our Renew Blue Phase 2, which had no activity in the same period of fiscal 2018. Refer to Note 5, Restructuring Charges, in the Notes to the Condensed Consolidated Financial Statements for additional information.

Our third quarter of fiscal 2018 Domestic segment operating income rate increased due to a lower SG&A rate.

Our Domestic segment operating income rate slightly decreased in the first nine months of fiscal 2018 due to the net $161 million non-recurring CRT settlement recorded in the first quarter of fiscal 2017, partially offset by lower restructuring charges, improved gross margin rates across multiple categories and lower SG&A rates.


International

The following table presents selected financial data for the

International segment ($ in millions):

 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Revenue$829
 $753
 $2,113
 $2,011
Revenue % growth (decline)10.1% 3.3% 5.1% (1.8)%
Comparable sales % gain(1)
3.8% n/a
 4.2% n/a
Gross profit$184
 $183
 $503
 $509
Gross profit as a % of revenue22.2% 24.3% 23.8% 25.3 %
SG&A$181
 $170
 $491
 $492
SG&A as a % of revenue21.8% 22.6% 23.2% 24.5 %
Restructuring charges$(2) $(1) $
 $3
Operating income$5
 $14
 $12
 $14
Operating income as a % of revenue0.6% 1.9% 0.6% 0.7 %
(1)
Due to the Canadian brand consolidation impact on our International segment comparable sales metric, we did not report an International segment comparable sales metric for the three or nine months ended October 29, 2016. Refer to the Overview section within this Item 2. MD&A for more information.

The components of the 10.1% and 5.1% revenue increase for the three and nine months ended October 28, 2017 were as follows:
 Three Months Ended Nine Months Ended
 October 28, 2017 October 28, 2017
Comparable sales impact3.7% 4.0%
Non-comparable sales impact(1)
1.1% 0.3%
Foreign currency exchange rate fluctuation impact5.3% 0.8%
Total revenue increase10.1% 5.1%
(1)Non-comparable sales reflects the impact of net store opening and closing activity, including the Canadian brand consolidation activity, as well as the impact of revenue streams not included within our comparable sales calculation, such as profit sharing benefits, certain credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers.

The increase in the third quarter of fiscal 2018 International segment revenue was driven by the positive impact of foreign currency exchange rate fluctuations primarily related to Canada and comparable sales growth of 3.8% due to growth in both Canada and Mexico.

The increase in the first nine months of fiscal 2018 International segment revenue was driven by comparable sales growth of 4.2% due to growth in both Canada and Mexico and the positive impact of foreign currency exchange rate fluctuations related to Canada, which was partially offset by a $13 million decrease in our periodic profit share in Canada. The profit-share revenue included in our non-comparable sales relates to our extended warranty protection plans that are managed by a third party underwriter. The arrangements for our Canadian profit-share are similar to the terms described in the Domestic segment section above.


The following table reconciles the number of International stores open at the beginning and end of the thirdsecond quarters of fiscal 20182022 and 2017:fiscal 2021, excluding stores that were temporarily closed as a result of COVID-19, were as follows:

Fiscal 2022

Fiscal 2021

Total Stores at Beginning of Second Quarter

Stores Opened

Stores Closed

Total Stores at End of Second Quarter

Total Stores at Beginning of Second Quarter

Stores Opened

Stores Closed

Total Stores at End of Second Quarter

Canada

Best Buy

130 

-

(1)

129 

131 

-

-

131 

Best Buy Mobile

33 

-

-

33 

41 

-

(1)

40 

Mexico

Best Buy

-

-

-

-

35 

-

(1)

34 

Best Buy Express

-

-

-

-

14 

-

-

14 

Total

163 

-

(1)

162 

221 

-

(2)

219 

 2018 2017
 Total Stores at Beginning of Third Quarter Stores Opened Stores Closed Total Stores at End of Third Quarter Total Stores at Beginning of Third Quarter Stores Opened Stores Closed Total Stores at End of Third Quarter
Canada               
Best Buy134
 
 
 134
 135
 
 
 135
Best Buy Mobile53
 
 (1) 52
 54
 
 (1) 53
Mexico               
Best Buy22
 1
 
 23
 18
 
 
 18
Best Buy Express5
 
 
 5
 6
 
 (1) 5
Total International segment stores214
 1
 (1) 214
 213
 
 (2) 211

The following table presents the

International segment'ssegment revenue mix percentages and comparable sales percentage changes by revenue category inwere as follows:

Revenue Mix

Comparable Sales

Three Months Ended

Three Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Computing and Mobile Phones

44 

%

49 

%

(1.6)

%

31.0 

%

Consumer Electronics

30 

%

27 

%

11.8 

%

(4.7)

%

Appliances

12 

%

12 

%

11.6 

%

13.4 

%

Entertainment

%

%

13.7 

%

44.5 

%

Services

%

%

2.2 

%

(11.1)

%

Other

%

%

10.8 

%

12.0 

%

Total

100 

%

100 

%

5.0 

%

15.1 

%

Similar to the third quartersDomestic segment, continued strong demand for technology products and services with a focus on the home, including working, learning, entertaining and cooking, contributed to our International segment’s comparable sales growth across most of fiscal 2018 and 2017:

 Revenue Mix Comparable Sales
 Three Months Ended Three Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 
October 29, 2016(1)
Consumer Electronics27% 28% 4.5 % n/a
Computing and Mobile Phones52% 54% 0.6 % n/a
Entertainment6% 6% 7.8 % n/a
Appliances8% 5% 49.0 % n/a
Services5% 6% (15.1)% n/a
Other2% 1% n/a
 n/a
Total100% 100% 3.8 % n/a
(1)Due to the Canadian brand consolidation impact on our International segment comparable sales metric, we did not report an International segment comparable sales metric for the three months ended October 29, 2016. Refer to the Overview section within this Item 2. MD&A for more information.

The following is a description of the notableour categories. Notable comparable sales changes in our International segmentwere as follows:

Computing and Mobile Phones: The 1.6% comparable sales decline was driven primarily by revenue category:


computing.

Consumer Electronics: Comparable The 11.8% comparable sales gain was driven primarily by smart home and portable audio, partially offset by declines in digital imaging.

Computing and Mobile Phones: Comparabletheater.

Appliances: The 11.6% comparable sales gain was primarily driven primarily by computing and wearables, partially offset by declines in tablets.

large appliances.

Entertainment: Comparable The 13.7% comparable sales gain was driven primarily by gaming, hardwarevirtual reality and drones.

Appliances: Comparable

Services: The 2.2% comparable sales gain was driven primarily by largedue to our repair and small appliances.

Services: Comparable sales decline was driven primarily by technical support, partially offset by gains in installation.

The third quarter of fiscal 2018warranty services.

Our gross profit rate of our International segment decreased due to lower salesincreased in the higher-margin services category in Canadasecond quarter and first six months of fiscal 2022, primarily driven by the launchsales mixing out of Canada's Total Tech Support offer, a long-term recurring revenue model.


The gross profit rate of our International segment decreased in the first nine months of fiscal 2018 primarily due to a $13 million decrease in our periodic profit share revenue in Canada as described above and lower sales in the higher-margin services category primarily driven by the launch of Canada's Total Tech Support offer.

The third quarter of fiscal 2018 SG&A rate of our International segment decreased primarily due to leverage on our increased revenue.

Our International segment SG&A rate decrease in the first nine months of fiscal 2018 was driven primarily by lower payroll and benefits and administrative costs.

Our third quarter of fiscal 2018 International segment operating income rate decreased due toMexico, which had a lower gross profit rate driven by lower sales in Canadathan Canada.

Our SG&A increased in the higher-margin services category,second quarter of fiscal 2022, primarily due to the unfavorable impact of foreign currency exchange rates and increased store payroll and incentive compensation expenses in Canada, partially offset by lower expenses in Mexico as a lowerresult of our decision to exit operations there.

Our SG&A rateincreased in the first six months of fiscal 2022, primarily due to leveragethe unfavorable impact of foreign currency exchange rates and increased incentive compensation expense in Canada, partially offset by lower expenses in Mexico as a result of our decision to exit operations there.

Restructuring charges in the second quarter and first six months of fiscal 2022 primarily related to our decision to exit operations in Mexico. Refer to Note 2, Restructuring, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on our increased revenue.


Form 10-Q, for additional information.

Our International segment operating income rate decreased in the second quarter of fiscal 2022, primarily due to the unfavorable SG&A rate and restructuring charges, partially offset by the favorability in gross profit rate described above.

Our operating income rate increased in the first ninesix months of fiscal 20182022, primarily due to a lowerthe favorability in gross profit rate partially offset bydescribed above and increased leverage from higher sales volume on our fixed expenses, which resulted in a lowerfavorable SG&A rate.

Consolidated Non-GAAP Financial Measures


The following table reconciles consolidated

Reconciliations of operating income, effective tax rate net earnings and diluted earnings per share ("EPS") from continuing operations for the periods presentedEPS (GAAP financial measures) to non-GAAP operating income, non-GAAP effective tax rate non-GAAP net earnings and non-GAAP diluted earnings per share from continuing operations for the periods presentedEPS (non-GAAP financial measures) were as follows ($ in millions, except per share amounts):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Operating income

$

797 

$

568 

$

1,566 

$

797 

% of revenue

6.7 

%

5.7

%

6.7 

%

4.3 

%

Intangible asset amortization(1)

20 

20 

40 

40 

Restructuring charges(2)

-

(38)

Restructuring - inventory markdowns(3)

-

-

(6)

-

Non-GAAP operating income

$

821 

$

588 

$

1,562 

$

838 

% of revenue

6.9 

%

5.9 

%

6.7 

%

4.5 

%

Effective tax rate

8.0 

%

22.9 

%

15.1 

%

24.2 

%

Intangible asset amortization(1)

0.4 

%

0.1 

%

0.3 

%

-

%

Restructuring charges(2)

-

%

-

%

(0.3)

%

-

%

Non-GAAP effective tax rate

8.4 

%

23.0 

%

15.1 

%

24.2 

%

Diluted EPS

$

2.90 

$

1.65 

$

5.22 

$

2.26 

Intangible asset amortization(1)

0.08 

0.08 

0.16 

0.16 

Restructuring charges(2)

0.02 

-

(0.15)

-

Restructuring - inventory markdowns(3)

-

-

(0.02)

-

Income tax impact of non-GAAP adjustments(4)

(0.02)

(0.02)

-

(0.04)

Non-GAAP diluted EPS

$

2.98 

$

1.71 

$

5.21 

$

2.38 

 Three Months Ended Nine Months Ended
 October 28, 2017 
October 29, 2016(1)
 October 28, 2017 
October 29, 2016(1)
Operating income$350
 $312
 $971
 $973
Net CRT/LCD settlements(2)

 
 
 (161)
Other Canadian brand consolidation charges - SG&A(3)

 
 
 1
Restructuring charges(4)
(2) 1
 
 30
Non-GAAP operating income$348
 $313
 $971
 $843
        
Income tax expense$104
 $112
 $309
 $343
 Effective tax rate30.4% 36.7% 32.7% 36.4%
Income tax impact of non-GAAP adjustments(5)

 
 2
 (49)
Non-GAAP income tax expense$104
 $112
 $311
 $294
 Non-GAAP effective tax rate30.4% 36.6% 32.8% 36.3%
        
Net earnings from continuing operations$238
 $192
 $635
 $600
Net CRT/LCD settlements(2)

 
 
 (161)
Other Canadian brand consolidation charges - SG&A(3)

 
 
 1
Restructuring charges(4)
(2) 1
 
 30
(Gain) loss on investments, net(6)
1
 
 6
 (2)
Income tax impact of non-GAAP adjustments(5)

 
 (2) 49
Non-GAAP net earnings from continuing operations$237
 $193
 $639
 $517
        
Diluted EPS from continuing operations$0.78
 $0.60
 $2.05
 $1.85
Per share impact of net CRT/LCD settlements(2)

 
 
 (0.50)
Per share impact of other Canadian brand consolidation charges - SG&A(3)

 
 
 0.01
Per share impact of restructuring charges(4)

 
 
 0.09
Per share impact of (gain) loss on investments, net (6)

 
 0.02
 (0.01)
Per share income tax impact of non-GAAP adjustments(5)

 
 (0.01) 0.16
Non-GAAP diluted EPS from continuing operations$0.78
 $0.60
 $2.06
 $1.60
(1)
Beginning in the first quarter of fiscal 2018, we no longer exclude non-restructuring property and equipment impairment charges from our

(1)Represents the non-cash amortization of definite-lived intangible assets associated with acquisitions, including customer relationships, tradenames and developed technology.

(2)Represents adjustments to previously planned organizational changes and higher-than-expected retention rates in the Domestic segment and charges and subsequent adjustments associated with the decision to exit operations in Mexico in the International segment for the periods ended July 31, 2021. Represents charges associated with U.S. retail operating model changes for the periods ended August 1, 2020.

(3)Represents inventory markdown adjustments recorded within cost of sales associated with the decision to exit operations in Mexico.

(4)The non-GAAP adjustments primarily relate to the U.S. and Mexico. As such, the income tax charge is calculated using the statutory tax rate of 24.5% for all U.S. non-GAAP items for all periods presented. There is no income tax charge for the Mexico non-GAAP items, as there was no tax benefit recognized on these expenses in the calculation of GAAP income tax expense.

Our non-GAAP financial measures. To ensure our financial results are comparable, we have recast the prior period balance to conform to this presentation. Refer to the Overview section within this MD&A for more information.

(2)
Represents CRT and LCD litigation settlements reached, net of related legal fees and costs. Settlements related to products purchased and sold in prior fiscal years. For the nine months ended October 29, 2016, the entire balance related to the United States. Refer to Note 12, Contingencies and Commitments, within the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for further information.
(3)Represents charges related to the Canadian brand consolidation initiated in the first quarter of fiscal 2016, primarily due to retention bonuses and other store-related costs that were a direct result of the consolidation but did not qualify as restructuring charges.
(4)
Refer to Note 5, Restructuring Charges, in the Notes to Condensed Consolidated Financial Statements for additional information regarding the nature of these charges. For the three months ended October 28, 2017, the entire balance related to Canada. For the three months ended October 29, 2016, a charge of $2 million related to the United States and a benefit of $1 million related to Canada. For the nine months ended October 29, 2016, $27 million related to the United States and $3 million related to Canada.
(5)Income tax impact of non-GAAP adjustments is the summation of the calculated income tax charge related to each non-GAAP non-income tax adjustment. The non-GAAP adjustments relate primarily to adjustments in the United States and Canada. As such, the income tax charge is calculated using the statutory tax rates of 38.0% for the United States and 26.6% for Canada, applied to the non-GAAP adjustments of each country.

(6)Represents Gain on sale of investments and investment impairments included in Investment income and other within the Condensed Consolidated Statement of Earnings.

Non-GAAP operating income was 3.7%rate increased in the second quarter and 3.5%first six months of revenue for the three months ended October 28, 2017, and October 29, 2016, respectively. This increase wasfiscal 2022, primarily driven by a lower non-GAAP SG&A rate driven by sales leverage partially offset by a slightly lowerhigher gross profit rate.

Non-GAAP operating income was 3.6% and 3.3% of revenue for the nine months ended October 28, 2017, and October 29, 2016, respectively. This increase was driven by an increase in our non-GAAP gross profit rate driven by improved merchandiserates due to favorable product margin rates and a lower non-GAAPrate improvement from supply chain costs, and increased leverage from higher sales volume on our fixed expenses, which resulted in favorable SG&A rate driven by leverage on our increased revenue.

The third quarter of fiscal 2018rates.

Our non-GAAP effective tax rate decreased fromin the prior year periodsecond quarter and first six months of fiscal 2022, primarily due to the recognition of excess tax benefits related to stock-based compensation and the resolution of certain discrete tax mattersmatters. Refer to Note 10, Income Taxes, in the current year period.


TheNotes to Condensed Consolidated Financial Statements for additional information.

Our non-GAAP effective tax rate fordiluted EPS increased in the second quarter and first ninesix months of fiscal 2018 decreased from the prior year period2022, primarily due to the recognition of excess tax benefits related to stock-based compensation and the resolution of certain tax matters in the current year period.


For the three and nine months ended October 28, 2017,driven by the increase in non-GAAP operating income and the decrease in thelower non-GAAP effective tax rate drove the increase in both non-GAAP net earnings from continuing operations and non-GAAP diluted EPS from continuing operations. Non-GAAP diluted EPS from continuing operations also increased due to lower diluted weighted-average common shares outstanding driven by our share repurchases. Refer to the Share Repurchases and Dividends section below for additional details.


rate.

Liquidity and Capital Resources


Summary

We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including the level of investment neededrequired to support our business strategies, the performance of our business, capital expenditures, credit facilities, and short-term borrowing arrangements and working capital management. Capital expenditures and share repurchases

are componentsa component of our cash flow and capital management strategy, which, to a large extent, we can adjust in response to economic and other changes in our business environment. We have a disciplined approach to capital allocation, which focuses on investing in key priorities that support our Best Buy 2020: Building the New Blue strategies.strategy.

Cash and cash equivalents were as follows ($ in millions):

July 31, 2021

January 30, 2021

August 1, 2020

Cash and cash equivalents

$

4,340 

$

5,494 

$

5,305 


The following table summarizes ourdecreases in cash and cash equivalents from July 31, 2021, compared to January 30, 2021, and short-term investments balances at October 28, 2017, January 28, 2017,August 1, 2020, were primarily due to share repurchases, which were temporarily suspended from March to November 2020, partially offset by the excess of operating cash flows from higher earnings over capital spending and October 29, 2016 ($ in millions):dividends.

 October 28, 2017 January 28, 2017 October 29, 2016
Cash and cash equivalents$1,103
 $2,240
 $1,341
Short-term investments2,237
 1,681
 1,777
Total cash, cash equivalents and short-term investments$3,340
 $3,921
 $3,118

Existing cash, cash equivalents and short-term investments as well as cash generated from operations were sufficient to fund share repurchases, capital expenditures and dividends during the first nine months of fiscal 2018 without the need to utilize our credit facilities or other debt arrangements.


Cash Flows

The following table summarizes our cash

Cash flows from total operations for the first nine months of fiscal 2018 and 2017were as follows ($ in millions):

Six Months Ended

July 31, 2021

August 1, 2020

Total cash provided by (used in):

Operating activities

$

864 

$

3,788 

Investing activities

(358)

(383)

Financing activities

(1,662)

(332)

Effect of exchange rate changes on cash

(6)

Increase (decrease) in cash, cash equivalents and restricted cash

$

(1,151)

$

3,067 

 Nine Months Ended
 October 28, 2017 
October 29, 2016(1)
Total cash provided by (used in):   
Operating activities$1,203
 $1,407
Investing activities(1,016) (848)
Financing activities(1,335) (1,199)
Effect of exchange rate changes on cash15
 13
Decrease in cash, cash equivalents and restricted cash$(1,133) $(627)
(1)
Represents cash flows as of October 29, 2016, recast to present our retrospective adoption of accounting guidance related to the presentation of the cash flow statement. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Operating activities

Activities

The decrease in cash provided by operating activities in the first half of fiscal 2022 was primarily due to changes in working capital associated with the timing of inventory, which saw a decrease in receipts and payments as well as the timing of advertising payments. During fiscal 2017, we generally purchased inventory later in the Holiday season thanprior-year period from measures taken in light of COVID-19 and an increase in receipts in the prior year causing more paymentscurrent-year period to occur duringmatch our inventory levels to increased demand. Changes in accounts payable also contributed to the first quarter of fiscal 2018. This wasdecrease from favorable payment terms with vendors in the prior-year period. These decreases were partially offset by changeshigher earnings in receivables driven by higher revenues at the end of fiscal 2017 than the prior year and the subsequent timing of collections during fiscal 2018 compared with fiscal 2017. Timing of income tax payments also contributed to an increase to inflows in fiscal 2018.


current-year period.

Investing activities

Activities

The increasedecrease in cash used in investing activities in the first half of fiscal 2022 was primarily due to purchasesdriven by an increase in sales of short-term investments and cash received in fiscal 2017 for the sale of a retail property in Shanghai, China related to the Five Star disposition. Refer to Note 2, Discontinued Operations, in the Notes to Condensed Consolidated Financial Statements for additional information regarding the nature of the sale.


investments.

Financing activities

Activities

The increase in cash used in financing activities in the first half of fiscal 2022 was due to increased share repurchases, which was due todriven primarily by an increase in our share price and number of shares repurchased, and an increase in our regularrepurchases. In fiscal 2021, we temporarily suspended share repurchases from March to November 2020. In addition, we increased the quarterly dividend rate. On March 1, 2017, we announced our intentrate from $0.55 to increase our share repurchases to $3.0 billion over the next two years compared to the $1.0 billion over two years that had been announced in February 2016. We also increased our regular quarterly dividend from $0.28 per share to $0.34 per share. This was substantially offset by repayment of our 2016 Notes and payment of a special dividend$0.70 in fiscal 2017 and proceeds from option exercises in fiscal 2018 driven by the increased share price.


2022.

Sources of Liquidity


Funds generated by operating activities, available cash and cash equivalents, short-term investments, our credit facilities and other debt arrangements are our most significant sources of liquidity. We believe our sources of liquidity will be sufficient to fund operations and anticipated capital expenditures, share repurchases, dividends and strategic initiatives, share repurchases and dividends.including business combinations. However, in the event our liquidity is insufficient, we may be required to limit our spending. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under our existing credit facilities or obtain additional financing, if necessary, on favorable terms.


We have

On May 18, 2021, we entered into a $1.25 billion five-yearfive year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks. The Five-Year Facility Agreement replaced the previous $1.25 billion senior unsecured revolving credit facility (the "Five-Year Facility Agreement"“Previous Facility”) with a syndicate of banks, thatwhich was originally scheduled to expire in April 2023, but was terminated on May 18, 2021. The Five-Year Facility Agreement permits borrowings of up to $1.25 billion and expires in June 2021. At October 28, 2017,May 2026.

In the first quarter of fiscal 2021, in light of the uncertainty surrounding the impact of COVID-19 and to maximize liquidity, we hadexecuted a short-term draw on the full amount of our Previous Facility on March 19, 2020, which remained outstanding until July 27, 2020, when the Previous Facility was repaid in full. There were no borrowings outstanding under the Five-Year Facility Agreement. ReferAgreement as of July 31, 2021, or the Previous Facility as of January 30, 2021, and August 1, 2020.

Our credit ratings and outlook as of August 27, 2021, are summarized below. On May 20, 2021, Standard & Poor’s upgraded its rating to Note 5, Debt, in the Notes to Consolidated Financial Statements includedBBB+ and confirmed its outlook of Stable. Moody’s rating and outlook remained unchanged from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for further information on our Five-Year Facility Agreement.


Our ability to access our revolving credit facility under the Five-Year Facility Agreement is subject to our compliance with the terms and conditions of the facility, including financial covenants. The financial covenants require us to maintain certain financial ratios. At October 28, 2017, we were in compliance with all such financial covenants. If an event of default were to occur with respect to any of our other debt, it would likely constitute an event of default under our facilities as well.


Our credit ratings and outlooks at November 28, 2017, are summarized below. In fiscal 2018, Standard & Poor's Rating Services affirmed its long-term credit rating of BBB- and changed its outlook from Stable to Positive; Moody's Investors Service, Inc. affirmed its long-term credit rating of Baa1 with a Stable outlook; and Fitch Ratings Limited affirmed its long-term credit rating of BBB- and changed its outlook from Stable to Positive 30, 2021.

Rating Agency

Rating

Rating

Outlook

Standard & Poor's

BBB-

Positive

BBB+

Stable

Moody's

Baa1

Stable
Fitch

A3

BBB-

Positive

Stable


Credit rating agencies review their ratings periodically, and, therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether our current credit ratings will remain as disclosed above. Factors that can affect our credit ratings include changes in our operating performance, the economic environment, conditions in the retail and consumer electronics industries, our financial position and changes in our business strategy. If further changes in our credit ratings were to occur, they could impact, among other things, interest costs for certain of our credit facilities, our future borrowing costs, access to capital markets, vendor financing terms and future storenew-store leasing costs.

Restricted Cash

Our liquidity is also affected by restricted cash balances that are pledged as collateral orprimarily restricted to use for workers’ compensation and general liability insurance and workers’ compensation insurance.claims. Restricted cash, and cash equivalents related to our continuing operations, which areis included in Other current assets remained consistent at $197on our Condensed Consolidated Balance Sheets, was $134 million, $193$131 million and $193$117 million at October 28, 2017,July 31, 2021, January 28, 2017,30, 2021, and October 29, 2016,August 1, 2020, respectively.


The increase from August 1, 2020, was primarily due to the timing of insurance premium payments.

Debt and Capital


As of October 28, 2017,July 31, 2021, we havehad $500 million of principal amount of notes due AugustOctober 1, 2018 (the "2018 Notes")2028, and $650 million of principal amount of notes due March 15, 2021 (the "2021 Notes").October 1, 2030. Refer to Note 5, 6, Debt, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, and Note 8, Debt, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017,30, 2021, for furtheradditional information about our 2018 Notesoutstanding debt.

Share Repurchases and 2021 Notes. As we approach the due date for the 2018 Notes in the second quarter of fiscal 2019, we will continue to evaluate whether to fund the repayment through existing cash resources or issuance of new debt.


Share Repurchases
Dividends

We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors ("Board"(“Board”). The payment of cash dividends is also subject to customary legal and contractual restrictions. Our long-term capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through dividends and share repurchases while maintaining investment gradeinvestment-grade credit metrics.


On March 1, 2017, we announced our intent to repurchase $3.0 billion of shares over the next two years. In order to execute this plan,February 16, 2021, our Board approved a new $5.0 billion share repurchase program in February 2017. This share repurchase program supersedes the previous $5.0 billion authorization dated June 2011.. There is no expiration date governing the period over which we can repurchase shares under this new authorization. As of July 31, 2021, $3.8 billion of the February 2017$5.0 billion share repurchase program. Weauthorization was available. On August 24, 2021, we announced our plan to spend approximately $2.0repurchase more than $2.5 billion onof shares in fiscal 2022.

Share repurchase and dividend activity was as follows ($ and shares in millions, except per share amounts):

Three Months Ended

Six Months Ended

July 31, 2021

August 1, 2020

July 31, 2021

August 1, 2020

Total cost of shares repurchased

$

416 

$

-

$

1,331

$

56 

Average price per share

$

112.75 

$

-

$

109.92

$

86.30 

Number of shares repurchased

3.7 

-

12.1

0.6 

Regular quarterly cash dividends per share

$

0.70 

$

0.55 

$

1.40 

$

1.10 

Cash dividends declared and paid

$

175 

$

143 

$

350 

$

284 

The total cost of shares repurchased increased in fiscal 2022, primarily due to the temporary suspension of all share repurchases from March to November of fiscal 2021 to conserve liquidity in light of COVID-19-related uncertainties. Cash dividends declared and paid increased in fiscal 2018, versus our original expectation of $1.5 billion. Approximately $3.9 billion remained available for additional purchases under2022 primarily due to an increase in the February 2017 share repurchase program as of October 28, 2017. regular quarterly cash dividend per share.

Between the end of the thirdsecond quarter of fiscal 20182022 on July 31, 2021, and November 30, 2017,August 27, 2021, we repurchased an incremental 4.51.4 million shares of our common stock at a cost of $256$160 million. Repurchased shares are retired and constitute authorized but unissued shares.


The following table presents our share repurchase history for the three and nine months ended October 28, 2017, and October 29, 2016 (in millions except per share amounts):
 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 
October 29, 2016(1)
Total cost of shares repurchased$366
 $206
 $1,147
 $528
Average price per share$57.14
 $37.67
 $52.35
 $33.03
Number of shares repurchased and retired6.4
 5.5
 21.9
 16.0

(1)
Includes the settlement of an accelerated share repurchase contract. Refer to Note 7, Shareholders' Equity, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for further information on this contract.
The cost of shares repurchased in the three and nine months ended October 28, 2017, increased compared to the same periods in the prior year largely due to an increase in our share price, but also included an increase in the number of shares repurchased. The increases reflect our announced intent to increase our share repurchases to $3.0 billion over the next two years compared with the $1.0 billion over two years that had been announced in February 2016.

Dividends

In fiscal 2004, our Board initiated the payment of a regular quarterly cash dividend on common stock. A quarterly cash dividend has been paid in each subsequent quarter. The payment of cash dividends is subject to customary legal restrictions. The following table presents our dividend activity for the three and nine months ended October 28, 2017, and October 29, 2016 (in millions, except per share amounts):
 Three Months Ended Nine Months Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
Regular quarterly cash dividends per share$0.34
 $0.28
 $1.02
 $0.84
Special cash dividends per share (1)

 
 
 0.45
Total cash dividends per share$0.34
 $0.28
 $1.02
 $1.29
        
Cash dividends declared and paid$102
 $89
 $310
 $417
(1)Special cash dividends are authorized by our Board and issued upon their discretion. Dividends paid in fiscal 2017 related to the net after-tax proceeds from certain legal settlements and asset disposals.

The increase in cash dividends declared and paid for the three months ended October 28, 2017, compared to the same period in the prior year was the result of a 21% increase in the regular quarterly dividend rate in fiscal 2018 compared to fiscal 2017. This was somewhat offset by fewer shares due to the return of capital to shareholders through share repurchases.

The decline in cash dividends declared and paid for the nine months ended October 28, 2017, compared to the same period in the prior year was the result of the lack of a special dividend in fiscal 2018 and fewer shares due to share repurchases. This was somewhat offset by the increase in the regular quarterly dividend rate.

Other Financial Measures

Our current ratio, calculated as current assets divided by current liabilities, wasremained relatively unchanged at 1.2 at the endas of the third quarterJuly 31, 2021, and January 30, 2021, and 1.1 as of fiscal 2018, compared to 1.5 at the end of fiscal 2017 and 1.3 at the end of the third quarter of fiscal 2017. The third quarter of fiscal 2018 declined from the end of fiscal 2017 due primarily to the reclassification of our 2018 Notes to current liabilities and a decline in receivables attributed to higher sales at the end of fiscal 2017.

August 1, 2020.

Our debt to earnings ratio, calculated as total debt (including current portion) divided by net earnings ratio was 1.1 atover the endtrailing twelve months decreased to 0.5 as of the third quarter of fiscal 2018,July 31, 2021, compared to 1.1 at the end0.8 as of fiscal 2017January 30, 2021, and 1.3 at the end of the third quarter of fiscal 2017. The decrease at the end of the third quarter of fiscal 2018 compared to the end of the third quarter of fiscal 2017 wasAugust 1, 2020, primarily due to an increase inhigher earnings.


Our non-GAAP debt to EBITDAR ratio, which includes capitalized operating lease obligations in its calculation, remained unchanged at 1.6 for all periods presented below.

Our non-GAAP debt to EBITDAR ratio is calculated as follows:
Non-GAAP debt to EBITDAR =Non-GAAP debt
Non-GAAP EBITDAR
The most directly comparable GAAP financial measure to our non-GAAP debt to EBITDAR ratio is our debt to net earnings ratio, which excludes capitalized operating lease obligations from debt in the numerator of the calculation and does not adjust net earnings in the denominator of the calculation.


The following table presents a reconciliation of our debt to net earnings ratio and our non-GAAP debt to EBITDAR ratio for continuing operations ($ in millions):
 
October 28, 2017(1)
 
January 28, 2017(1)
 
October 29, 2016(1)
Debt (including current portion)$1,329
 $1,365
 $1,367
Capitalized operating lease obligations (5 times rental expense)(2)
3,910
 3,872
 3,834
Non-GAAP debt$5,239
 $5,237
 $5,201
      
Net earnings from continuing operations$1,242
 $1,207
 $1,077
Other income (expense) (including interest expense, net)35
 38
 51
Income tax expense575
 609
 616
Depreciation and amortization expense663
 654
 654
Rental expense782
 774
 767
Restructuring charges(3)
9
 39
 42
Non-GAAP EBITDAR$3,306
 $3,321
 $3,207
      
Debt to net earnings ratio1.1
 1.1
 1.3
Non-GAAP debt to EBITDAR ratio1.6
 1.6
 1.6
(1)Debt is reflected as of the balance sheet dates for each of the respective fiscal periods, while net earnings from continuing operations and the other components of non-GAAP EBITDAR represent activity for the 12-months ended as of each of the respective dates.
(2)The multiple of five times annual rent expense in the calculation of our capitalized operating lease obligations is the multiple used for the retail sector by one of the nationally recognized credit rating agencies that rate our creditworthiness, and we consider it to be an appropriate multiple for our lease portfolio.
(3)
Refer to Note 5, Restructuring Charges, in the Notes to Condensed Consolidated Financial Statements for additional information regarding the nature of these charges. Previously, we also added back non-restructuring property and equipment impairment charges to our non-GAAP EBITDAR. However, beginning in the first quarter of fiscal 2018, we no longer exclude non-restructuring property and equipment impairment charges from our non-GAAP financial measures. To ensure our financial results are comparable, we have recast the prior period balances to conform to this presentation. Refer to the Overview section within this Item 2. MD&A for more information.

Off-Balance-Sheet Arrangements and Contractual Obligations

Our liquidity is not dependent on the use of off-balance-sheet financing arrangements other than in connection with our operating leases and our $1.25 billion in undrawn capacity on our credit facilities at October 28, 2017,Five-Year Facility Agreement as of July 31, 2021, which, if drawn upon, would be included as Short-termin either short-term or long-term debt inon our Condensed Consolidated Balance Sheets.

There has been no material change in our contractual obligations other than in the ordinary course of business since the end of fiscal 2017.2021. See our Annual Report on Form 10-K for the fiscal year ended January 28, 2017,30, 2021, for additional information regarding our off-balance-sheet arrangements and contractual obligations.

Significant Accounting Policies and Estimates

We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.30, 2021. We discuss our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017. In the first quarter of fiscal 2018, we adopted accounting policy changes related to stock-based compensation and inventory valuation, as described in Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended April 29, 2017.30, 2021. There have been no other significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2017.


2021.

New Accounting Pronouncements

For a description of new applicable

We do not expect any recently issued accounting pronouncements see Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements of this Quarterly Reporthave a material effect on Form 10-Q.



our financial statements.

Safe Harbor Statement Under the Private Securities Litigation Reform Act


Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project" and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 28, 2017,30, 2021, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: macro-economic conditions (including fluctuationsthe duration and scope of the COVID-19 pandemic and its resurgence and the impact on demand for our products and services, levels of consumer confidence and our supply chain; macroeconomic pressures in housing prices and jobless rates), financial and commodity market conditionsthe markets in which we operate (including but not limited to the credit, equity, currencyeffects of COVID-19, fluctuations in housing prices, energy markets and energy markets),jobless rates); future outbreaks, catastrophic events, health crises and pandemics; susceptibility of our products to technological advancements, product life cycles and launches; conditions in the industries and categories in which we operate,operate; changes in consumer preferences, or confidence,spending and debt; competition (including from multi-channel retailers, e-commerce business, technology service providers, traditional store-based retailers, vendors and mobile network carriers); our ability to attract and retain qualified employees; changes in consumer spendingmarket compensation rates; our expansion strategies; our focus on services as a strategic priority; our reliance on key vendors and debt levels, themobile network carriers (including product availability); our ability to maintain positive brand perception and recognition; our company transformation; our mix of products and services offered for saleservices; our ability to effectively manage strategic ventures, alliances or acquisitions;our ability to effectively manage our real estate portfolio; interruptions and other supply chain issues; any material disruption in our physical storesrelationship with or the services of third-party vendors, risks related to our exclusive brand products and online, product availability,risks associated with vendors that source products outside of the U.S.; trade restrictions or changes in the costs of imports competitive initiatives(including existing or new tariffs or duties and changes in the amount of competitors (including pricing actions and promotional activities), strategic and business decisions ofany such tariffs or duties); our vendors (including actions that could impact promotional support, product margin and/or supply), the success of new product launches, the impact of pricing investments and promotional activity, weather, natural or man-made disasters, attacksreliance on our data systems,information technology systems; our dependence on internet and telecommunications access and capabilities; our ability to prevent or reacteffectively respond to a disaster recovery situation,cyber-attack, privacy or security breach; product safety and quality concerns; changes to labor or employment laws or regulations; risks arising from statutory, regulatory and legal developments (including tax statutes and regulations); risks arising from our international activities; failure to effectively manage our costs; our dependence on cash flows and net earnings generated during the fourth fiscal quarter; pricing investments and promotional activity; economic or regulatory developments that might affect our ability to provide attractive promotional financing; constraints in law or regulations,the capital markets; changes in tax rates, changes in taxable income in each jurisdiction, tax audit developments and resolution of other discrete tax matters,to our vendor credit terms; changes in our stock pricecredit ratings; and the impact on excess tax benefitsgeneral economic uncertainty in key global markets and worsening of global economic conditions or deficiencies related to stock-based compensation, our ability to manage our property portfolio, the impactlow levels of labor markets, our ability to retain qualified employees and management, failure to achieve anticipated expense and cost reductions, disruptions in our supply chain, the costs of procuring goods we sell, failure to achieve anticipated revenue and profitability increases from operational and restructuring changes (including investments in our multi-channel capabilities), inability to secure or maintain favorable vendor terms, failure to accurately predict the duration over which we will incur costs, development of new businesses, failure to complete or achieve anticipated benefits of announced transactions and our ability to protect information relating to our employees and customers.economic growth. We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statement that we may make.


Item 3.Quantitative and Qualitative Disclosures About Market Risk

Item 3.Quantitative and Qualitative Disclosures About Market Risk

As disclosed in our Annual Report on Form 10-K for the fiscal 2017,year ended January 30, 2021, in addition to the risks inherent in our operations, we are exposed to certain market risks.


Interest Rate Risk


We are exposed to changes in short-term market interest rates and these changes in rates will impact our net interest expense. Our cash and short-term investments generate interest income that will vary based on changes in short-term interest rates. In addition, we have swapped our fixed-rate debt to a floating-rate such that the interest rate expense on this debt will vary with short-term interest rates. Refer to Note 5, Debt, and Note 6, Derivative Instruments,1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017,30, 2021, for further information regarding our interest rate swaps.


As of October 28, 2017,July 31, 2021, we had $3.3$4.3 billion of cash and short-term investmentscash equivalents and $1.2$0.5 billion of fixed-rate debt that has beenwas swapped to floating rate. Therefore, we hadrate, resulting in a net cash and short-term investments of $2.1 billion generating income, which isbalance exposed to interest rate changes. changes of $3.8 billion. As of October 28, 2017,July 31, 2021, a 50 basis50-basis point increase in short-term interest rates would leadhave led to an estimated $11$19 million reduction in net interest expense, and conversely a 50 basis50-basis point decrease in short-term interest rates would leadhave led to an estimated $11$19 million increase in net interest expense.expense.

Foreign Currency Exchange Rate Risk

We have market risk arising from changes in foreign currency exchange rates related to our International segment operations. On a limited basis, we utilize foreign exchange forward contractsRefer to manage foreign currency exposureNote 1, Summary of Significant Accounting Policies, in the Notes to certain forecast inventory purchases, recognized receivable and payable balances and our investmentConsolidated Financial Statements included in our Canadian operations. Our primary


objective in holding derivatives is to reduceAnnual Report on Form 10-K for the volatility of net earnings and cash flows, as well as net asset value associated with changes in foreignfiscal year ended January 30, 2021, for additional information regarding these instruments.

Foreign currency exchange rates. Our foreign currency risk management strategy includes both hedging instruments and derivatives that are not designated as hedging instruments, which generally have termsrate fluctuations were primarily driven by the strength of upthe Canadian dollar compared to 12 months. The aggregate notional amount related to our foreign exchange forward contracts outstanding at October 28, 2017, was $304 million. The net fair value recorded on our Condensed Consolidated Balance Sheets at October 28, 2017, related to our foreign exchange forward contracts was zero. The amount recorded in our Condensed Consolidated Statements of Earnings from continuing operations related to all contracts settled and outstanding was a gain of $2 million for the three months ended October 28, 2017, and a loss of $1 million for the nine months ended October 28, 2017.


The weakness of the U.S. dollar compared to the Canadian dollar and Mexican peso compared to the prior-year period, which had a positive overall impact on our revenue as these foreign currencies translated into more U.S. dollars. We estimate that foreign currency exchange rate fluctuations had a net favorable impact of $40$84 million and $149 million on our revenue in the second quarter and $1 millionfirst six months of fiscal 2022, respectively. The impact of foreign exchange rate fluctuations on our net earnings for the threesecond quarter and first six months ended October 28, 2017, and a net favorable impact of $17 million on our revenue and $1 million on our net earnings for the nine months ended October 28, 2017.

fiscal 2022 was not significant.

Item 4.Controls and Procedures

Item 4.Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. The Disclosure Committee meets on a regular quarterly basis and otherwise as needed.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), at October 28, 2017.July 31, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at October 28, 2017,July 31, 2021, our disclosure controls and procedures were effective.

There waswere no changechanges in internal control over financial reporting during the fiscal quarter ended October 28, 2017,July 31, 2021, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


PART II — OTHER INFORMATION


Item 1.Legal Proceedings

Item 1.Legal Proceedings

For a description ofinformation about our legal proceedings, see Note 12, 11, Contingencies, of the Notes to Condensed Consolidated Financial Statements, ofincluded in this Quarterly Report on Form 10-Q.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases


The following table presents

On February 16, 2021, our Board approved a new $5.0 billion share repurchase program, which replaced the $3.0 billion share repurchase program authorized on February 23, 2019. For additional information, regarding our repurchasessee Note 9, Repurchase of common stock duringCommon Stock, of the third quarter of fiscal 2018:Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Fiscal Period

Total Number of
Shares Purchased

Average Price Paid
per Share

Total Number of Shares Purchased as Part of Publicly Announced Program

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program

May 2, 2021 through May 29, 2021

81,787 

$

115.62

81,787 

$

4,194,000,000 

May 30, 2021 through July 3, 2021

1,993,562 

$

113.70

1,993,562 

$

3,968,000,000 

July 4, 2021 through July 31, 2021

1,604,914 

$

111.42

1,604,914 

$

3,789,000,000 

Total

3,680,263 

$

112.75

3,680,263 

$

3,789,000,000 

Fiscal Period Total Number of Shares Purchased Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
July 30, 2017 through August 26, 2017 1,891,131
 $60.50
 1,891,131
 $4,143,000,000
August 27, 2017 through September 30, 2017 1,831,093
 $55.16
 1,831,093
 $4,042,000,000
October 1, 2017 through October 28, 2017 2,680,203
 $56.13
 2,680,203
 $3,891,000,000
Total 6,402,427
 $57.14
 6,402,427
  

Item 6.Exhibits

(1)

3.1

Pursuant to a $5.0 billion share repurchase program that was authorized by our Board in February 2017. There is no expiration date governing the period over which we can repurchase shares under the February 2017 share repurchase program. For additional information see Note 10, Repurchase of Common Stock, Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.

Item 6.Exhibits

3.2

*10.1

Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) - Directors

Five Year Credit Agreement dated as of May 18, 2021, among the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on May 20, 2021).

31.1

31.2

32.1

32.2

101

101

The following financial information from our Quarterly Report on Form 10-Q for the thirdsecond quarter of fiscal 2018,2022, filed with the SEC on December 1, 2017,August 31, 2021, formatted in Inline Extensible Business Reporting Language (XBRL)(“iXBRL”): (i) the Condensed Consolidated Balance Sheets at October 28, 2017,July 31, 2021, January 28, 2017,30, 2021, and October 29, 2016,August 1, 2020, (ii) the Condensed Consolidated Statements of Earnings for the three and ninesix months ended October 28, 2017,July 31, 2021, and October 29, 2016,August 1, 2020, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and ninesix months ended October 28, 2017,July 31, 2021, and October 29, 2016,August 1, 2020, (iv) the Condensed Consolidated Statements of Cash Flows for the ninesix months ended October 28, 2017,July 31, 2021, and October 29, 2016,August 1, 2020, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the ninethree and six months ended October 28, 2017,July 31, 2021, and October 29, 2016,August 1, 2020, and (vi) the Notes to Condensed Consolidated Financial Statements.

_

(1)

104

The certifications in Exhibit 32.1 and Exhibit 32.2 to thiscover page from our Quarterly Report on Form 10-Q shall not be deemed “filed” for purposesthe second quarter of Section 18 offiscal 2022, filed with the Securities Exchange Act of 1934,SEC on August 31, 2021, formatted in iXBRL (included as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.Exhibit 101).


*Management contracts or compensatory plans or arrangements.

(1)The certifications in Exhibit 32.1 and Exhibit 32.2 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act of 1933, as amended, the registrant has not filed as exhibits to this Quarterly Report on Form 10-Q certain instruments with respect to long-term debt under which the amount of securities authorized does not exceed 10% of the total assets of the registrant. The registrant hereby agrees to furnish copies of all such instruments to the SEC upon request.


SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BEST BUY CO., INC.

(Registrant)

Date: December 1, 2017August 31, 2021

By:

/s/ HUBERT JOLY
Hubert Joly
Chairman and Chief Executive Officer
Date: December 1, 2017By:

/s/ CORIE BARRY

Corie Barry

Chief Executive Officer

Date: August 31, 2021

By:

/s/ MATTHEW BILUNAS

Matthew Bilunas

Chief Financial Officer

Date: December 1, 2017August 31, 2021

By:

/s/ MATHEW R. WATSON

Mathew R. Watson

Senior Vice President, Finance – Controller and Chief Accounting Officer



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