UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~November 27, 2010~~May 28, 2011

o 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

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

Minnesota		41-0907483
(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)

Indicate by check mark whether the registrant (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 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 o

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 (§ 229.405 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 o

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

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $.10 Par Value — ~~394,196,420~~373,912,817 shares outstanding as of ~~December 29, 2010.~~June 28, 2011.

Table of Contents

BEST BUY CO., INC.

FORM 10-Q FOR THE QUARTER ENDED ~~NOVEMBER 27, 2010~~MAY 28, 2011

INDEX

Part I — Financial Information				3

	Item 1.		Condensed Consolidated Financial Statements (Unaudited)	3

		a)	Condensed consolidated balance sheets as of ~~November 27, 2010;~~May 28, 2011; February ~~27, 2010;~~26, 2011; and ~~November 28, 2009~~May 29, 2010	3

		b)	Consolidated statements of earnings for the three ~~and nine~~ months ended ~~November 27,~~May 28, 2011, and May 29, 2010 ~~and November 28, 2009~~	5

		c)	Consolidated statements of changes in shareholders’ equity for the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010 ~~and November 28, 2009~~	6

		d)	Consolidated statements of cash flows for the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010 ~~and November 28, 2009~~	7

		e)	Notes to condensed consolidated financial statements	8

	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	3129

	Item 3.		Quantitative and Qualitative Disclosures About Market Risk	4239

	Item 4.		Controls and Procedures	4340

Part II — Other Information				4440

	Item 1.		Legal Proceedings	40

	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	4441

	Item 4.		Reserved	4442

	Item 6.		Exhibits	4442

Signatures				4543

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PART I — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

BEST BUY CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

($ in millions, except per share amounts)

(Unaudited)

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
CURRENT ASSETS
Cash and cash equivalents	$	925	$	1,826	$	564	$	2,208	$	1,103	$	1,239
Short-term investments	2		90		93		20		22		205
Receivables	2,793		2,020		2,630		1,742		2,348		1,579
Merchandise inventories	10,064		5,486		8,978		6,356		5,897		6,335
Other current assets	1,045		1,144		1,002		967		1,103		1,030
Total current assets	14,829		10,566		13,267		11,293		10,473		10,388

PROPERTY AND EQUIPMENT, NET	3,994		4,070		4,123		3,767		3,823		3,982

GOODWILL	2,441		2,452		2,421		2,488		2,454		2,386

TRADENAMES, NET	145		159		163		134		133		153

CUSTOMER RELATIONSHIPS, NET	220		279		292		194		203		247

EQUITY AND OTHER INVESTMENTS	343		324		332		318		328		323

OTHER ASSETS	380		452		502		479		435		477

TOTAL ASSETS	$	22,352	$	18,302	$	21,100	$	18,673	$	17,849	$	17,956

NOTE: The consolidated balance sheet as of February ~~27, 2010,~~26, 2011, has been condensed from the audited consolidated financial statements.

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND EQUITY

($ in millions, except per share amounts)

(Unaudited)

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
CURRENT LIABILITIES
Accounts payable	$	9,858	$	5,276	$	9,083	$	5,714	$	4,894	$	5,860
Unredeemed gift card liabilities	424		463		425		440		474		424
Accrued compensation and related expenses	464		544		482		492		570		436
Accrued liabilities	1,920		1,681		1,856		1,544		1,471		1,601
Accrued income taxes	31		316		55		66		256		51
Short-term debt	690		663		741		39		557		197
Current portion of long-term debt	33		35		36		441		441		34
Total current liabilities	13,420		8,978		12,678		8,736		8,663		8,603

LONG-TERM LIABILITIES	1,166		1,256		1,194		1,184		1,183		1,253

LONG-TERM DEBT	1,101		1,104		1,104		1,700		711		1,093

EQUITY
Best Buy Co., Inc. Shareholders’ 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 — 394,067,000, 418,815,000 and 418,032,000 shares, respectively	39		42		42
Common stock, $0.10 par value: Authorized — 1.0 billion shares; Issued and outstanding — 377,963,000, 392,590,000 and 420,062,000 shares, respectively							38		39		42
Additional paid-in capital	—		441		404		—		18		474
Retained earnings	5,824		5,797		5,076		6,045		6,372		5,892
Accumulated other comprehensive income	138		40		7
Accumulated other comprehensive income (loss)							236		173		(40		)
Total Best Buy Co., Inc. shareholders’ equity	6,001		6,320		5,529		6,319		6,602		6,368
Noncontrolling interests	664		644		595		734		690		639
Total equity	6,665		6,964		6,124		7,053		7,292		7,007

TOTAL LIABILITIES AND EQUITY	$	22,352	$	18,302	$	21,100	$	18,673	$	17,849	$	17,956

NOTE: The consolidated balance sheet as of February ~~27, 2010,~~26, 2011, has been condensed from the audited consolidated financial statements.

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.

CONSOLIDATED STATEMENTS OF EARNINGS

($ in millions, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended
	November 27, 2010			November 28, 2009			November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
Revenue	$	11,890		$	12,024		$	34,016		$	33,141		$	10,940		$	10,787
Cost of goods sold	8,907			9,082			25,322			24,958			8,172			7,994
Gross profit	2,983			2,942			8,694			8,183			2,768			2,793
Selling, general and administrative expenses	2,598			2,566			7,585			7,179			2,484			2,480
Restructuring charges	—			—			—			52			2			—
Operating income	385			376			1,109			952			282			313
Other income (expense)
Investment income and other	8			11			33			38			12			12
Interest expense	(20		)	(23		)	(64		)	(68		)	(31		)	(23		)

Earnings before income tax expense	373			364			1,078			922
Earnings before income tax expense and equity in loss of affiliates													263			302
Income tax expense	133			93			400			338			99			121
Equity in loss of affiliates													(1		)	—
Net earnings including noncontrolling interests	240			271			678			584			163			181
Net earnings attributable to noncontrolling interests	(23		)	(44		)	(52		)	(46		)	(27		)	(26		)

Net earnings attributable to Best Buy Co., Inc.	$	217		$	227		$	626		$	538		$	136		$	155

Earnings per share attributable to Best Buy Co., Inc.
Basic	$	0.55		$	0.54		$	1.53		$	1.29		$	0.35		$	0.37
Diluted	$	0.54		$	0.53		$	1.50		$	1.27		$	0.35		$	0.36

Dividends declared per common share	$	0.15		$	0.14		$	0.43		$	0.42		$	0.15		$	0.14

Weighted-average common shares outstanding (in millions)
Basic	397.1			417.1			410.3			416.3			387.7			420.3
Diluted	407.8			428.6			420.7			426.8			397.2			431.7

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~NOVEMBER 27,~~MAY 28, 2011, AND MAY 29, 2010 ~~AND NOVEMBER 28, 2009~~

($ and shares in millions)

(Unaudited)

	Best Buy Co., Inc.
	Common Shares		Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Best Buy Co., Inc. Shareholders’ Equity			Non controlling Interests			Total Equity			Best Buy Co., Inc.
Balances at February 27, 2010	419		$	42		$	441		$	5,797		$	40		$	6,320		$	644		$	6,964
																								Common Shares		Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Best Buy Co., Inc.			Non controlling Interests			Total
Net earnings, nine months ended November 27, 2010	—		—			—			626			—			626			52			678
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	—		—			—			—			40			40			(35		)	5
Unrealized gains on available-for-sale investments	—		—			—			—			55			55			—			55
Cash flow hedging instruments — unrealized gains	—		—			—			—			3			3			3			6
Total comprehensive income															724			20			744
Balances at February 26, 2011																								393		$	39		$	18		$	6,372		$	173		$	6,602		$	690		$	7,292

Stock-based compensation	—		—			87			—			—			87			—			87
Stock options exercised	5		—			127			—			—			127			—			127
Issuance of common stock under employee stock purchase plan	1		—			44			—			—			44			—			44
Tax benefit from stock options exercised, restricted stock vesting and employee stock purchase plan	—		—			5			—			—			5			—			5
Common stock dividends, $0.43 per share	—		—			—			(178		)	—			(178		)	—			(178		)
Repurchase of common stock	(31	)	(3		)	(704		)	(421		)	—			(1,128		)	—			(1,128		)
Balances at November 27, 2010	394		$	39		$	—		$	5,824		$	138		$	6,001		$	664		$	6,665

Balances at February 28, 2009	414		$	41		$	205		$	4,714		$	(317	)	$	4,643		$	513		$	5,156

Net earnings, nine months ended November 28, 2009	—		—			—			538			—			538			46			584
Net earnings, three months ended May 28, 2011																								—		—			—			136			—			136			27			163
Other comprehensive income, net of tax
Foreign currency translation adjustments	—		—			—			—			289			289			58			347			—		—			—			—			60			60			19			79
Unrealized gains on available-for-sale investments	—		—			—			—			35			35			—			35			—		—			—			—			1			1			—			1
Cash flow hedging instruments — unrealized gains	—		—			—			—			—			—			—			—			—		—			—			—			2			2			2			4
Total comprehensive income															862			104			966																	199			48			247

Acquisition of business (adjustments to purchase price allocation)	—		—			—			—			—			—			(22		)	(22		)
Dividend distribution																								—		—			—			—			—			—			(4		)	(4		)
Stock-based compensation	—		—			88			—			—			88			—			88			—		—			31			—			—			31			—			31
Stock options exercised	3		1			79			—			—			80			—			80			1		—			24			—			—			24			—			24
Issuance of common stock under employee stock purchase plan	1		—			40			—			—			40			—			40			1		—			22			—			—			22			—			22
Tax deficit from stock options exercised, restricted stock vesting and employee stock purchase plan	—		—			(8		)	—			—			(8		)	—			(8		)
Common stock dividends, $0.42 per share	—		—			—			(176		)	—			(176		)	—			(176		)
Balances at November 28, 2009	418		$	42		$	404		$	5,076		$	7		$	5,529		$	595		$	6,124
Tax benefit from stock options exercised, restricted stock vesting and employee stock purchase plan																								—		—			2			—			—			2			—			2
Common stock dividends, $0.15 per share																								—		—			—			(56		)	—			(56		)	—			(56		)
Repurchase of common stock																								(17	)	(1		)	(97		)	(407		)	—			(505		)	—			(505		)
Balances at May 28, 2011																								378		$	38		$	—		$	6,045		$	236		$	6,319		$	734		$	7,053

Balances at February 27, 2010																								419		$	42		$	441		$	5,797		$	40		$	6,320		$	644		$	6,964

Net earnings, three months ended May 29, 2010																								—		—			—			155			—			155			26			181
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments																								—		—			—			—			(85		)	(85		)	(31		)	(116		)
Unrealized gains on available-for-sale investments																								—		—			—			—			5			5			—			5
Cash flow hedging instruments — unrealized losses																								—		—			—			—			—			—			—			—
Total comprehensive income (loss)																																						75			(5		)	70

Stock-based compensation																								—		—			29			—			—			29			—			29
Stock options exercised																								3		—			88			—			—			88			—			88
Issuance of common stock under employee stock purchase plan																								1		—			22			—			—			22			—			22
Tax benefit from stock options exercised, restricted stock vesting and employee stock purchase plan																								—		—			5			—			—			5			—			5
Common stock dividends, $0.14 per share																								—		—			—			(60		)	—			(60		)	—			(60		)
Repurchase of common stock																								(3	)	—			(111		)	—			—			(111		)	—			(111		)
Balances at May 29, 2010																								420		$	42		$	474		$	5,892		$	(40	)	$	6,368		$	639		$	7,007

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

(Unaudited)

	Nine Months Ended						Three Months Ended
	November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
OPERATING ACTIVITIES
Net earnings including noncontrolling interests	$	678		$	584		$	163		$	181
Adjustments to reconcile net earnings including noncontrolling interests to total cash provided by operating activities
Depreciation	668			614			221			221
Amortization of definite-lived intangible assets	63			66			15			22
Restructuring charges	—			52
Stock-based compensation	87			88			31			29
Deferred income taxes	(6		)	(41		)	63			3
Excess tax benefits from stock-based compensation	(13		)	(3		)	(1		)	(10		)
Other, net	16			(4		)	9			4
Changes in operating assets and liabilities
Receivables	(805		)	(691		)	651			388
Merchandise inventories	(4,561		)	(4,087		)	(430		)	(873		)
Other assets	80			(5		)	26			49
Accounts payable	4,492			3,936			844			620
Other liabilities	159			374			(86		)	(208		)
Income taxes	(313		)	(204		)	(182		)	(257		)
Total cash provided by operating activities	545			679			1,324			169

INVESTING ACTIVITIES
Additions to property and equipment	(529		)	(469		)	(202		)	(161		)
Purchases of investments	(245		)	(10		)	(24		)	(150		)
Sales of investments	383			46			37			35
Proceeds from sale of business, net of cash transferred	21			—
Change in restricted assets	(1		)	19			3			11
Settlement of net investment hedges	12			27			—			12
Other, net	(2		)	(18		)	—			(1		)
Total cash used in investing activities	(361		)	(405		)	(186		)	(254		)

FINANCING ACTIVITIES
Repurchase of common stock	(1,128		)	—			(480		)	(111		)
Borrowings of debt	1,925			3,593			1,375			463
Repayments of debt	(1,884		)	(3,703		)	(913		)	(907		)
Dividends paid	(178		)	(175		)	(59		)	(59		)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options	171			120			46			110
Acquisition of noncontrolling interests	(21		)	(34		)
Excess tax benefits from stock-based compensation	13			3			1			10
Other, net	9			(12		)	(7		)	—
Total cash used in financing activities	(1,093		)	(208		)	(37		)	(494		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	8			—			4			(8		)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(901		)	66
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							1,105			(587		)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	1,826			498			1,103			1,826

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	925		$	564		$	2,208		$	1,239

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share amounts)

(Unaudited)

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 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.

Historically, we have realized more of our revenue and earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season in the U.S., Europe and Canada, than in any other fiscal quarter. 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 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 February ~~27, 2010.~~26, 2011.

In order to align our fiscal reporting periods and comply with statutory filing requirements in certain foreign jurisdictions, we consolidate the financial results of our Europe, China, Mexico and Turkey operations on a two-month lag. There were no significant intervening events which would have materially affected our consolidated financial statements had they been recorded during the three months ended ~~November 27, 2010.~~May 28, 2011. In February 2011, we announced plans to exit the Turkey market; however, the stores remained open and continued operations throughout the first quarter of fiscal 2012.

In preparing the accompanying condensed consolidated financial statements, we evaluated the period from ~~November 28, 2010~~May 29, 2011 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. NoOther than the authorization of a new $5,000 share repurchase program as described in Note 10, Repurchase of Common Stock, and certain legal matters as described in Note 12, Contingencies, no such events were identified for this period.

New Accounting Standards

~~Consolidation of Variable Interest Entities~~Comprehensive Income — In June ~~2009,~~2011, the Financial Accounting Standards Board (“FASB”) issued new guidance on the ~~treatment~~presentation of ~~a consolidation of variable interest entities (“VIE”) in response to concerns about~~comprehensive income. Specifically, the ~~application of certain key provisions of pre-existing guidance, including those regarding the transparency of an involvement with a VIE. Specifically, this~~ new guidance ~~requires a qualitative approach to identifying a controlling financial interest in a VIE and requires ongoing assessment of whether~~allows an entity ~~is a VIE~~to present components of net income and ~~whether an interest~~other comprehensive income in ~~a VIE makes~~one continuous statement, referred to as the ~~holder the primary beneficiary~~statement of ~~the VIE. In addition, this~~comprehensive income, or in two separate, but consecutive statements. The new guidance ~~requires additional disclosures about an involvement with a VIE~~eliminates the current option to report other comprehensive income and ~~any significant~~its components in the statement of changes in ~~risk exposure due~~equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that ~~involvement.~~are recognized in net income or other comprehensive income under current accounting guidance. This new guidance ~~was~~is effective for fiscal years and interim periods beginning after ~~November~~December 15, ~~2009. As such, we adopted~~2011. We do not believe our adoption of the new guidance ~~on February 28, 2010, and determined that it did not~~in the first quarter of fiscal 2013 will have an impact on our consolidated financial position, or results of ~~operations.~~operations or cash flows.

~~Transfers of Financial Assets~~Fair Value Measurement — In ~~June 2009,~~April 2011, the FASB issued new guidance ~~on the treatment of transfers of financial assets which eliminates the concept of a “qualifying special-purpose entity,” changes the~~to achieve common fair value measurement and disclosure requirements ~~for derecognizing financial assets,~~between GAAP and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets.International Financial Reporting Standards. This new guidance ~~was~~amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This new guidance is effective for fiscal years and interim periods beginning after ~~November~~December 15, ~~2009. As such, we adopted~~2011. We do not believe our adoption of the new guidance ~~on February 28, 2010, and determined that it did not~~in the first quarter of fiscal 2013 will have an impact on our consolidated financial position, or results of ~~operations.~~operations or cash flows.

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2. Investments

Investments were comprised of the following:

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
Short-term investments
Money market fund	$	2	$	2	$	4	$	—	$	2	$	2
Debt securities (auction-rate securities)	—		88		89
U.S. Treasury bills							20		20		150
Debt securities (auction rate securities)							—		—		53
Total short-term investments	$	2	$	90	$	93	$	20	$	22	$	205

Equity and other investments
Debt securities (auction-rate securities)	$	131	$	192	$	195
Debt securities (auction rate securities)							$	99	$	110	$	180
Marketable equity securities	145		77		86		145		146		87
Other investments	67		55		51		74		72		56
Total equity and other investments	$	343	$	324	$	332	$	318	$	328	$	323

Debt Securities

Our debt securities are comprised of ~~auction-rate~~auction rate securities (“ARS”). ARS were intended to behave like short-term debt instruments because their interest rates reset periodically through an auction process, most commonly at intervals of seven, 28 and 35 days. The auction process had historically provided a means by which we could rollover the investment or sell these securities at par in order to provide us with liquidity as needed. As a result, we classify our investments in ARS as available-for-sale and carry them at fair value.

In February 2008, auctions began to fail due to insufficient buyers, as the amount of securities submitted for sale in auctions exceeded the aggregate amount of the bids. For each failed auction, the interest rate on the security moves to a maximum rate specified for each security, and generally resets at a level higher than specified short-term interest rate benchmarks. To date, we have collected all interest due on our ARS and expect to continue to do so in the future. Due to persistent failed auctions, and the uncertainty of when these investments could be liquidated at par, we have classified all of our investments in ARS as non-current assets within equity and other investments in our condensed consolidated balance ~~sheet~~sheets at ~~November 27, 2010.~~

In October 2008, we accepted a settlement with UBS AG and its affiliates (collectively, “UBS”) pursuant to which UBS issued to us Series C-2 Auction Rate Securities Rights (“ARS Rights”). The ARS Rights provided us the right to receive the full par value of our UBS-brokered ARS plus accrued but unpaid interest at any time between June 30, 2010, and July 2, 2012. Of the $88 UBS-brokered ARS held at the end of fiscal 2010, we sold $35 at par in the first quarter of fiscal 2011, and exercised our right to sell the remaining $53 at par in the second quarter of fiscalMay 28, 2011.

~~During the third quarter of fiscal 2011, we~~We sold $3$14 of ARS at ~~par. At November 27, 2010,~~par during the first three months of fiscal 2012. However, at May 28, 2011, our entire remaining ARS portfolio, consisting of 2420 investments in ARS having an aggregate value at par ~~value~~ of ~~$141,~~$101, was subject to failed auctions. Subsequent to ~~November 27, 2010,~~May 28, 2011, and through ~~December 30, 2010,~~June 28, 2011, we sold $8$2 of ARS at par.

Our ARS portfolio consisted of the following, at fair value:

Description	Nature of collateral or guarantee	November 27, 2010		February 27, 2010		November 28, 2009		Nature of collateral or guarantee	May 28, 2011		February 26, 2011		May 29, 2010
Student loan bonds	Student loans guaranteed 95% to 100% by the U.S. government	$	113	$	261	$	264	Student loans guaranteed 95% to 100% by the U.S. government	$	97	$	108	$	214
Municipal revenue bonds	100% insured by AA/Aa-rated bond insurers at November 27, 2010	18		19		20		100% insured by AA/Aa-rated bond insurers at May 28, 2011	2		2		19
Total fair value plus accrued interest(1)		$	131	$	280	$	284
Total fair value plus accrued interest1									$	99	$	110	$	233

~~(1)~~1 The par value and weighted-average interest rates (taxable equivalent) of our ARS were ~~$141, $285~~$101, $115 and ~~$293,~~$243, and ~~0.91%~~0.68%, ~~1.10%~~0.80% and ~~0.95%~~1.49%, respectively, at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ respectively.

At ~~November 27, 2010,~~May 28, 2011, our ARS portfolio was ~~73%~~83% AAA/Aaa-rated, ~~20%~~2% AA/Aa-rated and 7%15% A/A-rated.

~~Table of Contents~~

The investment principal associated with failed auctions will not be accessible until successful auctions occur, a buyer is found outside of the auction process, the issuers establish a different form of financing to replace these securities, or final payments are due according to the contractual maturities of the debt issuances, which range from ~~six~~five to 3332 years. We intend to hold our ARS until we can recover the full principal amount through one of the means described above, and have the ability to do so based on our other sources of liquidity.

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We evaluated our entire ARS portfolio of ~~$141~~$101 (par value) for impairment at ~~November 27, 2010,~~May 28, 2011, based primarily on the methodology described in Note 3, Fair Value Measurements. As a result of this review, we determined that the fair value of our ARS portfolio at ~~November 27, 2010,~~May 28, 2011, was ~~$131.~~$99. Accordingly, a ~~$10~~$2 pre-tax unrealized loss is recognized in accumulated other comprehensive income. This unrealized loss reflects a temporary impairment on all of our investments in ARS. The estimated fair value of our ARS portfolio could change significantly based on future market conditions. We will continue to assess the fair value of our ARS portfolio for substantive changes in relevant market conditions, changes in our financial condition or other changes that may alter our estimates described above.

We may be required to record an additional unrealized holding loss or an impairment charge to earnings if we determine that our ARS portfolio has incurred a further decline in fair value that is temporary or other-than-temporary, respectively. Factors that we consider when assessing our ARS portfolio for other-than-temporary impairment include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the nature of the collateral or guarantees in place, as well as our intent and ability to hold an investment.

We had ~~$(6)~~$(1), $(3) and ~~$(5)~~$(6) of unrealized loss, net of tax, recorded in accumulated other comprehensive income at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ respectively, related to our investments in debt securities.

Marketable Equity Securities

We invest in marketable equity securities and classify them as available-for-sale. Investments in marketable equity securities are classified as non-current assets within equity and other investments in our condensed consolidated balance sheets and are reported at fair value based on quoted market prices.

Our investments in marketable equity securities were as follows:

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
Common stock of The Carphone Warehouse Group PLC	$	—	$	74	$	83
Common stock of TalkTalk Telecom Group PLC	63		—		—		$	62	$	62	$	46
Common stock of Carphone Warehouse Group plc	78		—		—		83		84		36
Other	4		3		3		—		—		5
Total	$	145	$	77	$	86	$	145	$	146	$	87

We purchased shares of The Carphone Warehouse Group PLC (“CPW”) common stock in fiscal 2008, representing nearly 3% of CPW’s then outstanding shares. In March 2010, CPW demerged into two new holding companies: TalkTalk Telecom Group PLC (“TalkTalk”), which is the holding company for the fixed line voice and broadband telecommunications business of the former CPW, and Carphone Warehouse Group plc (“Carphone Warehouse”), which includes the former CPW’s 50% ~~noncontrolling~~ownership interest in Best Buy Europe Distributions Limited (“Best Buy Europe”). Accordingly, our investment in CPW was exchanged for equivalent levels of investment in TalkTalk and Carphone Warehouse. An ~~$84~~$85 pre-tax unrealized gain is recorded in accumulated other comprehensive income related to these investments at ~~November 27, 2010.~~May 28, 2011.

We review all investments for other-than-temporary impairment at least quarterly or as ~~we observe~~ indicators of ~~impairment.~~impairment exist. Indicators of impairment include the duration and severity of the decline in fair value as well as the intent and ability to hold the investment to allow for a recovery in the market value of the investment. In addition, we consider qualitative factors that include, but are not limited to: (i) the financial condition and business plans of the investee including its future earnings potential, (ii) the investee’s credit rating, and (iii) the current and expected market and industry conditions in which the investee operates. If a decline in the fair value of an investment is deemed by management to be other-than-temporary, we write down the cost basis of the investment to fair value, and the amount of the write-down is included in net earnings.

All unrealized holding gains or losses related to our investments in marketable equity securities are reflected net of tax in accumulated other comprehensive income in ~~Total Best Buy Co., Inc.~~ shareholders’ equity. The total unrealized gain, net of tax, included in accumulated other comprehensive income was $74, $75 ~~$17~~ and ~~$26~~$25 at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ respectively.

~~Table of Contents~~

Other Investments

The aggregate carrying values of investments accounted for using either the cost method or the equity method, at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010,~~were $74, $72 and ~~November 28, 2009, were $67, $55 and $51,~~$56, respectively.

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3. 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) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. WeTo measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

Level 1 — Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Significant other observable 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 in non-active markets;

· Inputs other than quoted prices that are observable for the asset or liability; and

· Inputs that are derived principally from or corroborated by other observable market data.

Level 3 — Significant 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 that are Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which 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 tables set forth by level within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value on a recurring basis at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ according to the valuation techniques we used to determine their fair values.

			Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
	Fair Value at November 27, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at May 28, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
ASSETS
Cash and cash equivalents
Money market funds									$	972	$	972	$	—	$	—
U.S. Treasury bills									80		80		—		—
Commercial paper									15		—		15		—
Short-term investments
Money market fund	$	2	$	—	$	2	$	—
U.S. Treasury bills									20		20		—		—
Other current assets
Money market funds (restricted assets)	66		66		—		—
U.S. Treasury bills (restricted assets)	85		85		—		—
Money market funds (restricted cash)									109		109		—		—
U.S. Treasury bills (restricted cash)									65		65		—		—
Foreign currency derivative instruments	5		—		5		—		9		—		9		—
Equity and other investments
Auction-rate securities	131		—		—		131
Auction rate securities									99		—		—		99
Marketable equity securities	145		145		—		—		145		145		—		—
Other assets
Marketable securities that fund deferred compensation	80		80		—		—
Marketable equity securities that fund deferred compensation									86		86		—		—
Foreign currency derivative instruments	4		—		4		—		2		—		2		—

LIABILITIES
Long-term liabilities
Deferred compensation	67		67		—		—		68		68		—		—

Table of Contents

			Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
	Fair Value at February 27, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at February 26, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
ASSETS
Cash and cash equivalents
Money market funds	$	752	$	752	$	—	$	—	$	70	$	70	$	—	$	—
U.S. Treasury bills	300		300		—		—
Short-term investments
Money market fund	2		—		2		—		2		—		2		—
Auction-rate securities	88		—		—		88
U.S. Treasury bills									20		20		—		—
Other current assets
Money market funds (restricted assets)	123		123		—		—
U.S. Treasury bills (restricted assets)	25		25		—		—
Money market funds (restricted cash)									63		63		—		—
U.S. Treasury bills (restricted cash)									105		105		—		—
Foreign currency derivative instruments	4		—		4		—		2		—		2		—
Equity and other investments
Auction-rate securities	192		—		—		192
Auction rate securities									110		—		—		110
Marketable equity securities	77		77		—		—		146		146		—		—
Other assets
Marketable securities that fund deferred compensation	75		75		—		—
Marketable equity securities that fund deferred compensation									83		83		—		—

LIABILITIES
Accrued liabilities
Foreign currency derivative instruments									1		—		1		—
Long-term liabilities
Deferred compensation	61		61		—		—		64		64		—		—
Foreign currency derivative instruments									2		—		2		—

			Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
	Fair Value at November 28, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at May 29, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
ASSETS
Cash and cash equivalents
Money market funds	$	28	$	28	$	—	$	—	$	232	$	232	$	—	$	—
U.S. Treasury bills									200		200		—		—
Short-term investments
Money market fund	4		—		4		—		2		—		2		—
Auction-rate securities	89		—		—		89
U.S. Treasury bills									150		150		—		—
Auction rate securities									53		—		—		53
Other current assets
Money market funds (restricted assets)	16		16		—		—
U.S. Treasury bills (restricted assets)	55		55		—		—
Money market funds (restricted cash)									120		120		—		—
U.S. Treasury bills (restricted cash)									10		10		—		—
Foreign currency derivative instruments	4		—		4		—		1		—		1		—
Equity and other investments
Auction-rate securities	195		—		—		195
Auction rate securities									180		—		—		180
Marketable equity securities	86		86		—		—		87		87		—		—
Other assets
Marketable securities that fund deferred compensation	73		73		—		—
Marketable equity securities that fund deferred compensation									79		79		—		—
Foreign currency derivative instruments									1		—		1		—

LIABILITIES
Accrued liabilities
Foreign currency derivative instruments	1		—		1		—
Long-term liabilities
Deferred compensation	62		62		—		—		66		66		—		—

Table of Contents

The following tables provide a reconciliation between 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 three ~~and nine~~ months ended ~~November 27, 2010,~~May 28, 2011, and ~~November 28, 2009.~~May 29, 2010.

Debt securities-
Auction-rate securities only

Student loan
bonds

Municipal
revenue bonds

Total

Balances at August 28, 2010

$
116

$
18

$
134

Changes in unrealized losses included in other comprehensive income

—

—

—

Sales

(3
)
—

(3
)
Interest received

—

—

—

Balances at November 27, 2010

$
113

$
18

$
131

	Debt securities- Auction rate securities only
	Student loan bonds			Municipal revenue bonds		Total
Balances at February 26, 2011	$	108		$	2	$	110
Changes in unrealized losses included in other comprehensive income	3			—		3
Sales	(14		)	—		(14		)
Balances at May 28, 2011	$	97		$	2	$	99

Debt securities-
Auction-rate securities only

Student loan
bonds

Municipal
revenue bonds

Total

Balances at February 27, 2010

$
261

$
19

$
280

Changes in unrealized losses included in other comprehensive income

(5
)
—

(5
)
Sales

(142
)
(1
)
(143
)
Interest received

(1
)
—

(1
)
Balances at November 27, 2010

$
113

$
18

$
131

Debt securities-
Auction-rate securities only

Student loan
bonds

Municipal
revenue bonds

Auction
preferred
securities

Total

Balances at August 29, 2009

$
278

$
20

$
—

$
298

Changes in unrealized gains included in other comprehensive income

—

—

—

—

Sales

(14
)
—

—

(14
)
Balances at November 28, 2009

$
264

$
20

$
—

$
284

Debt securities-
Auction-rate securities only

Student loan
bonds

Municipal
revenue bonds

Auction
preferred
securities

Total

Balances at February 28, 2009

$
276

$
24

$
14

$
314

Changes in unrealized gains included in other comprehensive income

5

—

1

6

Sales

(17
)
(4
)
(15
)
(36
)
Balances at November 28, 2009

$
264

$
20

$
—

$
284

	Debt securities- Auction rate securities only
	Student loan bonds			Municipal revenue bonds		Total
Balances at February 27, 2010	$	261		$	19	$	280
Changes in unrealized losses included in other comprehensive income	(5		)	—		(5		)
Sales	(41		)	—		(41		)
Interest received	(1		)	—		(1		)
Balances at May 29, 2010	$	214		$	19	$	233

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Money Market Funds. Our money market fund investments that are traded in an active market were measured at fair value using quoted market prices and, therefore, were classified as Level ~~1 or 2. If a~~1. Our money market fund isinvestments not ~~trading~~traded on a regular basis or in an active market, and for which we have been unable to obtain pricing information on an ongoing basis, ~~we classify~~were measured using inputs other than quoted market prices that are observable for the ~~fund~~investments and, therefore, were classified as Level 2.

U.S. Treasury Bills. Our U.S. Treasury notes were classified as Level 1 as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.

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 value 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 these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

~~Table of Contents~~

~~Auction-Rate~~Auction Rate Securities. Our investments in ARS were classified as Level 3 as quoted prices were unavailable due to events described in Note 2, Investments. Due to limited market information, we utilized a discounted cash flow (“DCF”) model to derive an estimate of fair value. The assumptions we used in preparing the DCF model included estimates with respect to the amount and timing of future interest and principal payments, forward projections of the interest rate benchmarks, the probability of full repayment of the principal considering the credit quality and guarantees in place, and the rate of return required by investors to own such securities given the current liquidity risk associated with ARS.

Marketable Equity Securities. Our marketable equity securities were measured at fair value using quoted market prices. They were classified as Level 1 as they trade in an active market for which closing stock prices are readily available.

Deferred Compensation. Our deferred compensation liabilities and 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.

Table of Contents

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

~~Measurements to~~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, ~~and occur~~which are remeasured when the derived fair value is below carrying value on our condensed consolidated balance ~~sheet.~~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 operating income in our consolidated statements of earnings. During the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ we had no significant remeasurements of such assets or liabilities to fair value.

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~~accrued liabilities and short- and long-term debt. The fair values of cash, receivables, accounts payable, ~~other payables~~accrued liabilities and short-term debt approximated carrying values because of the short-term nature of these instruments. Fair values for other investments held at cost are not readily available, but we estimate that the carrying values for these investments approximate fair value. See Note 6, Debt, for information about the fair value of our long-term debt.

4. Goodwill and Intangible Assets

The changes in the carrying values of goodwill and indefinite-lived tradenames by segment were as follows in the ~~nine~~three months ended ~~November 27, 2010,~~May 28, 2011, and ~~November 28, 2009:~~May 29, 2010:

Goodwill

Indefinite-lived Tradenames

Domestic

International

Total

Domestic

International

Total

Balances at February 27, 2010

$
434

$
2,018

$
2,452

$
32

$
80

$
112

Sale of business(1)

(12
)
—

(12
)
(1
)
—

(1
)
Acquisition of noncontrolling interests

—

5

5

—

—

—

Changes in foreign currency exchange rates

—

(4
)
(4
)
—

2

2

Balances at November 27, 2010

$
422

$
2,019

$
2,441

$
31

$
82

$
113

	Goodwill						Indefinite-lived Tradenames
	Domestic		International		Total		Domestic		International		Total
Balances at February 26, 2011	$	422	$	2,032	$	2,454	$	21	$	84	$	105
Changes in foreign currency exchange rates	—		34		34		—		1		1
Other1	—		—		—		—		28		28
Balances at May 28, 2011	$	422	$	2,066	$	2,488	$	21	$	113	$	134

~~(1)~~1 ~~As a result~~Represents the transfer of certain definite-lived tradenames (at their net book value) to indefinite-lived tradenames as we believe the ~~sale~~tradenames will continue to contribute to the cash flows indefinitely due to our decision to no longer phase out the tradenames.

	Goodwill								Indefinite-lived Tradenames
	Domestic		International			Total			Domestic		International		Total
Balances at February 27, 2010	$	434	$	2,018		$	2,452		$	32	$	80	$	112
Changes in foreign currency exchange rates	—		(66		)	(66		)	—		—		—
Balances at May 29, 2010	$	434	$	1,952		$	2,386		$	32	$	80	$	112

The following table provides the gross carrying amount of ~~our Speakeasy business in the second quarter of fiscal 2011, we wrote off the carrying value of the~~ goodwill and ~~indefinite-lived tradenames associated with such business as of the date of sale. See Note 13,~~ ~~Sale of Business~~~~, for additional information regarding the sale.~~cumulative goodwill impairment losses:

Goodwill

Indefinite-lived Tradenames

Domestic

International

Total

Domestic

International

Total

Balances at February 28, 2009

$
434

$
1,769

$
2,203

$
32

$
72

$
104

Adjustments to purchase price allocation

—

43

43

—

—

—

Changes in foreign currency exchange rates

—

175

175

—

8

8

Balances at November 28, 2009

$
434

$
1,987

$
2,421

$
32

$
80

$
112

~~Table of Contents~~

	May 28, 2011					February 26, 2011					May 29, 2010
	Gross Carrying Amount		Cumulative Impairment			Gross Carrying Amount		Cumulative Impairment			Gross Carrying Amount		Cumulative Impairment
Goodwill	$	2,553	$	(65	)	$	2,519	$	(65	)	$	2,512	$	(126	)

The following table provides the gross carrying values and related accumulated amortization of definite-lived intangible assets:

	November 27, 2010					February 27, 2010					November 28, 2009					May 28, 2011					February 26, 2011					May 29, 2010
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Tradenames	$	74	$	(42	)	$	75	$	(28	)	$	74	$	(23	)	$	—	$	—		$	73	$	(45	)	$	71	$	(30	)
Customer relationships	387		(167		)	401		(122		)	395		(103		)	393		(199		)	383		(180		)	380		(133		)
Total	$	461	$	(209	)	$	476	$	(150	)	$	469	$	(126	)	$	393	$	(199	)	$	456	$	(225	)	$	451	$	(163	)

Table of Contents

Total amortization expense ~~was $20 and $24~~ for the three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, was $15 and ~~November 28, 2009, respectively, and was $63 and $66 for the nine months then ended,~~$22, respectively. The estimated future amortization expense for identifiable intangible assets is as follows:

Fiscal Year
Remainder of fiscal 2011	$	19
2012	61
Remainder of fiscal 2012			$	33
2013	44		36
2014	40		36
2015	35		36
2016			36
Thereafter	53		17

5. Restructuring Charges

In the fourth quarter of fiscal ~~2009,~~2011, we implemented a ~~restructuring plan for~~series of actions to restructure operations in our domestic and international ~~businesses~~businesses. The fiscal 2011 restructuring included plans to ~~support~~exit the Turkey market, restructure the Best Buy branded stores in China and improve efficiencies in our Domestic segment’s operations. As part of the international restructuring, we also recognized impairment of certain information technology assets supporting the restructured activities in our International segment. We view these restructuring activities as necessary to meet our long-term growth ~~plans~~goals by investing in businesses that have the potential to meet our internal rate of return expectations. We believe these actions will improve the financial performance of our International segment and ~~accordingly, we recorded~~increase efficiency, enhance customer service and reduce costs in our Domestic segment’s operations.

We incurred $2 of charges ~~of $78~~ related ~~primarily~~ to ~~voluntary and involuntary separation plans at our corporate headquarters. In addition,~~the fiscal 2011 restructuring in the first quarter of fiscal ~~2010, we incurred~~2012. We expect further restructuring charges related to these actions to impact both our Domestic and International segments in the remainder of ~~$52~~fiscal 2012. We expect to incur less than $5 of restructuring charges in our Domestic segment in the remainder of fiscal 2012, related primarily to non-cash facility closure costs. In addition, we expect to incur approximately $10 of restructuring charges in our International segment in the remainder of fiscal 2012, primarily related to employee termination benefits and ~~business reorganization costs at our U.S. Best Buy stores and Best Buy Europe. No~~other costs. We expect to substantially complete these restructuring ~~charges were recorded~~activities in ~~the remainder of~~ fiscal ~~2010 or in the first nine months of fiscal 2011.~~2012.

All charges incurred in the first quarter of fiscal 2012 related to our fiscal 2011 restructuring ~~plan were presented as~~are included in the restructuring charges line item in our consolidated statements of earnings. The composition of ~~our~~the restructuring charges we incurred in the ~~nine~~three months ended ~~November 27, 2010, and November~~May 28, ~~2009,~~2011, as well as the cumulative amount incurred through ~~November 27, 2010,~~May 28, 2011, for our fiscal 2011 restructuring activities for both the Domestic and International segments, were as follows:

	Domestic						International						Total						Domestic					International				Total
	Nine months ended				Cumulative Amount through		Nine months ended				Cumulative Amount through		Nine months ended				Cumulative Amount through		Three Months Ended May 28, 2011			Cumulative Amount through May 28, 2011		Three Months Ended May 28, 2011		Cumulative Amount through May 28, 2011		Three Months Ended May 28, 2011		Cumulative Amount through May 28, 2011
	November 27, 2010		November 28, 2009		November 27, 2010		November 27, 2010		November 28, 2009		November 27, 2010		November 27, 2010		November 28, 2009		November 27, 2010
Inventory write-downs																			$	—		$	10	$	—	$	14	$	—	$	24
Property and equipment impairments																			—			15		—		132		—		147
Termination benefits	$	—	$	25	$	94	$	—	$	26	$	32	$	—	$	51	$	126	(2		)	14		2		14		—		28
Facility closure costs	—		—		1		—		1		1		—		1		2
Property and equipment write-downs	—		—		2		—		—		—		—		—		2
Intangible asset impairments																			—			10		—		—		—		10
Facility closure and other costs, net																			2			2		—		13		2		15
Total	$	—	$	25	$	97	$	—	$	27	$	33	$	—	$	52	$	130	$	—		$	51	$	2	$	173	$	2	$	224

The following table summarizes our restructuring accrual activity induring the ~~nine~~three months ended ~~November 27, 2010, and November~~May 28, ~~2009,~~2011, related to termination benefits and facility closure and other costs:

	Termination Benefits				Facility Closure Costs			Total			Termination Benefits			Facility Closure and Other Costs 1			Total
Balances at February 27, 2010	$		8		$	1		$	9
Balance at February 26, 2011											$	28		$	13		$	41
Charges	—				—			—			2			—			2
Cash payments	(6			)	(1		)	(7		)	(12		)	(3		)	(15		)
Adjustments											(2		)	10			8
Changes in foreign currency exchange rates	—				—			—			—			—			—
Balances at November 27, 2010	$	2			$	—		$	2

Balance at May 28, 2011											$	16		$	20		$	36

Termination
Benefits

Facility
Closure Costs

Total

Balances at February 28, 2009

$
73

$
1

$
74

Charges

51

1

52

Cash payments

(116
)
(1
)
(117
)
Changes in foreign currency exchange rates

3

—

3

Balances at November 28, 2009

$
11

$
1

$
12

1The $10 facility closure and other costs adjustment represents an adjustment to exclude non-cash charges or benefits, which had no impact on our consolidated statements of earnings in the first quarter of fiscal 2012.

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6. Debt

Short-Term Debt

Short-term debt consisted of the following:

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
J.P. Morgan revolving credit facility	$	500	$	—	$	350
ARS revolving credit line	—		—		—
Europe receivables financing facility(1)	136		442		326
JPMorgan revolving credit facility							$	—	$	—	$	—
Europe receivables financing facility1							24		455		178
Europe revolving credit facility	—		206		30		—		98		—
Canada revolving demand facility	—		—		—		—		—		—
China revolving demand facilities	54		15		35		15		4		19
Total short-term debt	$	690	$	663	$	741	$	39	$	557	$	197

~~(1)~~1 This facility is secured by certain network carrier receivables of Best Buy Europe, which are included within receivables in our condensed consolidated balance ~~sheet.~~sheets. Availability on this facility is based on a percentage of the available acceptable receivables, as defined in the agreement for the facility, and was ~~£225~~£199 (or ~~$356)~~$319) at ~~November 27, 2010.~~

~~ARS Revolving Credit Line~~

~~We previously had a revolving credit line with UBS secured by the par value of our UBS-brokered ARS. However, pursuant to the settlement described in Note 2,~~ ~~Investments~~~~, the revolving credit line expired by its terms during the second quarter of fiscal 2011 when UBS bought back all of our UBS-brokered ARS.~~May 28, 2011.

Long-Term Debt

Long-term debt consisted of the following:

	November 27, 2010			February 27, 2010			November 28, 2009			May 28, 2011			February 26, 2011			May 29, 2010
6.75% notes	$	500		$	500		$	500
2021 Notes										$	648		$	—		$	—
2013 Notes										500			500			500
2016 Notes										349			—			—
Convertible debentures	402			402			402			402			402			402
Financing lease obligations	173			186			191			164			170			178
Capital lease obligations	57			49			44			76			79			45
Other debt	2			2			3			2			1			2
Total long-term debt	1,134			1,139			1,140			2,141			1,152			1,127
Less: current portion	(33		)	(35		)	(36		)
Less: current portion1										(441		)	(441		)	(34		)
Total long-term debt, less current portion	$	1,101		$	1,104		$	1,104		$	1,700		$	711		$	1,093

1Since holders of our convertible debentures may require us to purchase all or a portion of the debentures on January 15, 2012, we classified the $402 for such debentures in the current portion of long-term debt at May 28, 2011, and February 26, 2011.

The fair value of long-term debt approximated ~~$1,235,~~$2,222, $1,210 and ~~$1,221~~$1,217 at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ respectively, based primarily on the ask prices quoted from external sources, compared with carrying values of ~~$1,134, $1,139~~$2,141, $1,152 and ~~$1,140,~~$1,127, respectively.

2016 and 2021 Notes

In March 2011, we issued $350 principal amount of notes due March 15, 2016 (the “2016 Notes”) and $650 principal amount of notes due March 15, 2021 (the “2021 Notes”, and together with the 2016 Notes, the “Notes”). The 2016 Notes bear interest at a fixed rate of 3.75% per year, while the 2021 Notes bear interest at a fixed rate of 5.50% per year. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2011. The Notes were issued at a slight discount to par, which when coupled with underwriting discounts of $6, resulted in net proceeds from the sale of the Notes of $990.

We may redeem some or all of the Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes redeemed and (ii) the sum of the present values of each remaining scheduled payment of principal and interest on the Notes redeemed discounted to the redemption date on a semiannual basis, plus accrued and unpaid interest on the principal amount of the Notes to the redemption date as described in the indenture (including the supplemental indenture) relating to the Notes. Furthermore, if a change of control triggering event occurs, we will be required to offer to purchase the remaining unredeemed Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the purchase date.

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The Notes are unsecured and unsubordinated obligations and rank equally with all of our other unsecured and unsubordinated debt. The Notes contain covenants that, among other things, limit our ability to incur debt secured by liens or to enter into sale and lease-back transactions.

See Note 6, Debt, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010,~~26, 2011, for additional information regarding the terms of our debt facilities, instruments and other obligations.

7. Derivative Instruments

We manage our economic and transaction exposure to certain market-based risks through the use of foreign currency derivative instruments. Our objective in holding derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. We do not hold or issue derivative financial instruments for trading or speculative purposes.

~~Table of Contents~~

We record all foreign currency derivative instruments on our condensed consolidated balance sheets at fair value and evaluate hedge effectiveness prospectively and retrospectively when electing to apply hedge accounting treatment. We formally document all hedging relationships at inception for all derivative hedges and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions. In addition, we have derivatives which are not designated as hedging instruments. 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.

Cash Flow Hedges

We enter into foreign exchange forward contracts to hedge against the effect of exchange rate fluctuations on certain revenue streams denominated in non-functional currencies. The contracts have terms of up to ~~three~~two years. We report the effective portion of the gain or loss on a cash flow hedge as a component of other comprehensive income, and it is subsequently reclassified into net earnings in the period in which the hedged transaction affects net earnings or the forecasted transaction is no longer probable of occurring. We report the ineffective portion, if any, of the gain or loss in net earnings.

~~Net Investment Hedges~~

Previously, we entered into foreign exchange swap contracts to hedge against the effect of euro and Swiss franc exchange rate fluctuations on net investments of certain foreign operations. For a net investment hedge, we recognized 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 the translated value of the net investment being hedged, until the investment was sold or liquidated. Subsequent to February 27, 2010, we discontinued this hedging strategy and no longer have contracts that hedge net investments of foreign operations.

Derivatives Not Designated as Hedging Instruments

Derivatives not designated as hedging instruments include foreign exchange forward contracts used to manage the impact of fluctuations in foreign currency exchange rates relative to recognized receivable and payable balances denominated in non-functional currencies and on certain forecasted inventory purchases denominated in non-functional currencies. The contracts have terms of up to six months. These derivative instruments are not designated in hedging ~~relationships;~~relationships and, therefore, we record gains and losses on these contracts directly in net earnings.

Summary of Derivative Balances

The following table presents the gross fair values for derivative instruments and the corresponding classification at ~~November 27, 2010,~~May 28, 2011, February ~~27, 2010,~~26, 2011, and ~~November 28, 2009:~~May 29, 2010:

	November 27, 2010					February 27, 2010					November 28, 2009					May 28, 2011				February 26, 2011					May 29, 2010
Contract Type	Assets		Liabilities			Assets		Liabilities			Assets		Liabilities			Assets		Liabilities		Assets		Liabilities			Assets		Liabilities
Cash flow hedges (foreign exchange forward contracts)	$	9	$	—		$	2	$	(1	)	$	1	$	—		$	7	$	—	$	1	$	(2	)	$	2	$	(1	)
Net investment hedges (foreign exchange swap contracts)	—		—			4		—			—		—
Total derivatives designated as hedging instruments	$	9	$	—		$	6	$	(1	)	$	1	$	—

No hedge designation (foreign exchange forward contracts)	1		(1		)	1		(2		)	3		(1		)	4		—		2		(2		)	2		(1		)

Total	$	10	$	(1	)	$	7	$	(3	)	$	4	$	(1	)	$	11	$	—	$	3	$	(4	)	$	4	$	(2	)

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The following ~~tables present~~table presents the effects of derivative instruments on other comprehensive income (“OCI”) and on our consolidated statements of earnings for the three ~~and nine~~ months ended ~~November 27, 2010~~May 28, 2011 and ~~November 28, 2009:~~May 29, 2010:

Three Months Ended November 27, 2010

Nine Months Ended November 27, 2010

Contract Type

Pre-tax
Gain(Loss)
Recognized in
OCI (1)

Gain(Loss)
Reclassified from
Accumulated
OCI to Earnings
(Effective
Portion) (2)

Pre-tax
Gain(Loss)
Recognized in
OCI (1)

Gain(Loss)
Reclassified from
Accumulated
OCI to Earnings
(Effective
Portion) (2)

Cash flow hedges (foreign exchange forward contracts)

$
(1
)
$
2

$
9

$
3

Net investment hedges (foreign exchange swap contracts)

—

—

8

—

Total

$
(1
)
$
2

$
17

$
3

	Three Months Ended November 28, 2009					Nine Months Ended November 28, 2009				May 28, 2011				May 29, 2010
Contract Type	Pre-tax Gain(Loss) Recognized in OCI (1)			Gain(Loss) Reclassified from Accumulated OCI to Earnings (Effective Portion) (2)		Pre-tax Gain(Loss) Recognized in OCI (1)		Gain(Loss) Reclassified from Accumulated OCI to Earnings (Effective Portion) (2)		Pre-tax Gain Recognized in OCI 1		Gain Reclassified from Accumulated OCI to Earnings (Effective Portion) 2		Pre-tax Gain Recognized in OCI 1		Gain Reclassified from Accumulated OCI to Earnings (Effective Portion) 2

Cash flow hedges (foreign exchange forward contracts)	$	(10	)	$	1	$	1	$	4	$	8	$	2	$	—	$	1
Net investment hedges (foreign exchange swap contracts)	(44		)	—		28		—		—		—		8		—
Total	$	(54	)	$	1	$	29	$	4	$	8	$	2	$	8	$	1

~~(1)~~1 Reflects the amount recognized in OCI prior to the reclassification of 50% to noncontrolling interests for the cash flow and net investment hedges, respectively.

~~(2)~~2 Gain reclassified from accumulated OCI is included within selling, general and administrative expenses (“SG&A”) in our consolidated statements of earnings.

The following table presents the effects of derivatives not designated as hedging instruments on our consolidated statements of earnings for the three ~~and nine~~ months ended ~~November 27, 2010~~May 28, 2011 and ~~November 28, 2009:~~May 29, 2010:

	Gain (Loss) Recognized within SG&A											Gain (Loss) Recognized within SG&A
Contract Type	Three months ended November 27, 2010			Nine months ended November 27, 2010		Three months ended November 28, 2009			Nine months ended November 28, 2009			Three Months Ended May 28, 2011			Three Months Ended May 29, 2010
No hedge designation (foreign exchange forward contracts)	$	(4	)	$	8	$	(3	)	$	(4	)	$	(6	)	$	5

The following table presents the notional amounts of our foreign currency exchange contracts at ~~November 27, 2010,~~May 28, 2011, February ~~27, 2010,~~26, 2011, and ~~November 28, 2009:~~May 29, 2010:

Notional Amount

Contract Type

November 27,
2010

February 27,
2010

November 28,
2009

Derivatives designated as cash flow hedging instruments

$
316

$
203

$
134

Derivatives designated as net investment hedging instruments

—

608

685

Derivatives not designated as hedging instruments

230

240

163

Total

$
546

$
1,051

$
982

~~Table of Contents~~

	Notional Amount
Contract Type	May 28, 2011		February 26, 2011		May 29, 2010
Derivatives designated as cash flow hedging instruments	$	293	$	264	$	297
Derivatives not designated as hedging instruments	123		493		194
Total	$	416	$	757	$	491

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 the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include stock options, nonvested share awards and shares issuable under our employee stock purchase plan, ~~and~~as well as common shares that would have resulted from the assumed conversion of our convertible debentures. Since the potentially dilutive shares related to the convertible debentures are included in the computation, the related interest expense, net of tax, is added back to net earnings, as the interest would not have been paid if the convertible debentures had been converted to common stock. Nonvested market based share awards and ~~n onvested~~nonvested performance based share awards are included in the average diluted shares outstanding each period if established market or performance criteria have been met at the end of the respective periods.

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The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share attributable to Best Buy Co., Inc. (shares in millions):

	Three Months Ended				Nine Months Ended				Three Months Ended
	November 27, 2010		November 28, 2009		November 27, 2010		November 28, 2009		May 28, 2011		May 29, 2010
Numerator
Net earnings attributable to Best Buy Co., Inc., basic	$	217	$	227	$	626	$	538	$	136	$	155
Adjustment for assumed dilution
Adjustment for assumed dilution:
Interest on convertible debentures, net of tax	2		2		4		5		1		1
Net earnings attributable to Best Buy Co., Inc., diluted	$	219	$	229	$	630	$	543	$	137	$	156

Denominator
Weighted-average common shares outstanding	397.1		417.1		410.3		416.3		387.7		420.3
Effect of potentially dilutive securities
Effect of potentially dilutive securities:
Shares from assumed conversion of convertible debentures	8.8		8.8		8.8		8.8		8.8		8.8
Stock options and other	1.9		2.7		1.6		1.7		0.7		2.6
Weighted-average common shares outstanding, assuming dilution	407.8		428.6		420.7		426.8		397.2		431.7

Earnings per share attributable to Best Buy Co., Inc.
Basic	$	0.55	$	0.54	$	1.53	$	1.29	$	0.35	$	0.37
Diluted	$	0.54	$	0.53	$	1.50	$	1.27	$	0.35	$	0.36

The computation of weighted-average common shares outstanding, assuming dilution excluded options to purchase ~~16.1~~29.2 million and ~~15.9~~11.2 million shares of our common stock for the three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009, respectively, and 18.6 million and 18.8 million shares of our common stock for the nine months ended November 27, 2010, and November 28, 2009,~~ respectively. These amounts were excluded as the options’ exercise prices were greater than the average market price of our common stock for the periods presented and, therefore, the effect would be antidilutive (i.e., including such options would result in higher earnings per share).

9. Comprehensive Income

The components of accumulated other comprehensive income (loss), net of tax, attributable to Best Buy Co., Inc. were as follows:

November 27,
2010

February 27,
2010

November 28,
2009

Foreign currency translation

$
66

$
26

$
(14
)
Unrealized gains on available-for-sale investments

69

14

21

Unrealized gains on derivative instruments (cash flow hedges)

3

—

—

Total

$
138

$
40

$
7

~~Table of Contents~~

~~The components of comprehensive income for the three and nine months ended November 27, 2010, and November 28, 2009 were as follows:~~

Three Months Ended

Nine Months Ended

November 27,
2010

November 28,
2009

November 27,
2010

November 28,
2009

Net earnings including noncontrolling interests

$
240

$
271

$
678

$
584

Other comprehensive income, net of tax

Foreign currency translation adjustments

158

(59
)
5

347

Cash flow hedging instruments — unrealized (losses) gains

(2
)
(8
)
6

—

Unrealized gains on available-for-sale investments

41

5

55

35

Comprehensive income including noncontrolling interests

437

209

744

966

Comprehensive (income) attributable to noncontrolling interests

(57
)
(2
)
(20
)
(104
)
Comprehensive income attributable to Best Buy Co., Inc.

$
380

$
207

$
724

$
862

	May 28, 2011		February 26, 2011			May 29, 2010
Foreign currency translation	$	161	$	102		$	(59	)
Unrealized gains on available-for-sale investments	73		72			19
Unrealized gains (losses) on derivative instruments (cash flow hedges)	2		(1		)	—
Total	$	236	$	173		$	(40	)

10. Repurchase of Common Stock

In June 2007, our Board of Directors authorized ~~a program to purchase~~ up to $5,500 in ~~shares of~~share repurchases, a program that terminated and replaced our ~~common stock.~~prior $1,500 share repurchase program authorized in June 2006. There is no expiration date governing the period over which we can repurchase shares under ~~this program, and at~~the June 2007 share repurchase program.

At February ~~27, 2010, $2,500~~26, 2011, $1,307 remained available for future repurchases. We repurchased and retired 10.9 million shares at a cost of $423 for the three months ended November 27, 2010, and 30.7 million shares at a cost of $1,128 for the nine months ended November 27, 2010. We had $1,372 available for future repurchases ~~at November 27, 2010,~~ under the June 2007 share repurchase program. ~~No repurchases were made during~~For the three ~~and nine~~ months ended ~~November~~May 28, ~~2009.~~2011, we repurchased and retired 16.6 million shares at a cost of $505, leaving $802 available for future repurchases at May 28, 2011, under the June 2007 share repurchase program. For the three months ended May 29, 2010, we repurchased and retired 2.5 million shares at a cost of $111. Repurchased shares have been retired and constitute authorized but unissued shares.

In June 2011, subsequent to the end of the first quarter of fiscal 2012, our Board of Directors authorized a new $5,000 share repurchase program. The June 2011 program terminated and replaced our prior $5,500 share repurchase program authorized in June 2007. There is no expiration date governing the period over which we can repurchase shares under the June 2011 share repurchase program.

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11. Segments

We have organized our operations into two segments: Domestic and International. These segments are the primary areas of measurement and decision making by our chief operating decision maker. The Domestic reportable segment is comprised of all operations within the U.S. and its territories. The International reportable segment is comprised of all operations outside the U.S. and its territories. We rely on an internal management reporting process that provides segment information to the operating income level for purposes of making financial decisions and allocating resources. The accounting policies of the segments are the same as those described in 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 February ~~27, 2010.~~26, 2011.

Revenue by reportable segment was as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended
	November 27, 2010		November 28, 2009		November 27, 2010		November 28, 2009		May 28, 2011		May 29, 2010
Domestic	$	8,710	$	8,931	$	25,069	$	24,730	$	7,859	$	7,923
International	3,180		3,093		8,947		8,411		3,081		2,864
Total	$	11,890	$	12,024	$	34,016	$	33,141	$	10,940	$	10,787

Operating income ~~(loss)~~ by reportable segment and the reconciliation to earnings before income tax expense and equity in loss of affiliates were as follows:

Three Months Ended

Nine Months Ended

November 27,
2010

November 28,
2009

November 27,
2010

November 28,
2009

Domestic

$
340

$
353

$
1,045

$
971

International

45

23

64

(19
)
Total operating income

385

376

1,109

952

Other income (expense)

Investment income and other

8

11

33

38

Interest expense

(20
)
(23
)
(64
)
(68
)
Earnings before income tax expense

$
373

$
364

$
1,078

$
922

~~Table of Contents~~

	Three Months Ended
	May 28, 2011			May 29, 2010
Domestic	$	234		$	298
International	48			15
Total operating income	282			313
Other income (expense)
Investment income and other	12			12
Interest expense	(31		)	(23		)
Earnings before income tax expense and equity in loss of affiliates	$	263		$	302

Assets by reportable segment were as follows:

	November 27, 2010		February 27, 2010		November 28, 2009		May 28, 2011		February 26, 2011		May 29, 2010
Domestic	$	13,949	$	10,431	$	13,332	$	10,804	$	9,610	$	10,731
International	8,403		7,871		7,768		7,869		8,239		7,225
Total	$	22,352	$	18,302	$	21,100	$	18,673	$	17,849	$	17,956

12. Contingencies

Employment Discrimination Action

In December 2005, a purported class action lawsuit captioned, Jasmen Holloway, et al. v. Best Buy Co., Inc., was filed against us in the U.S. District Court for the Northern District of ~~California.~~California (the “Court”). This federal court action alleges that we discriminate against women and minority individuals on the basis of gender, race, color and/or national origin in our stores with respect to our employment policies and practices. The action seeks an end to alleged discriminatory policies and practices, an award of back and front pay, punitive damages and injunctive relief, including rightful place relief for all class members. ~~The Plaintiffs have~~In June 2011, the plaintiffs filed a ~~class~~motion for preliminary approval of the parties’ negotiated settlement including conditional certification ~~motion which we have opposed. All proceedings have been stayed pending~~of settlement classes and seeking a ~~decision~~schedule for final approval. The proposed settlement terms include, in exchange for a release and dismissal of the action, certain changes to our personnel policies and procedures; payment to the nine named plaintiffs of $0.3 in the aggregate; and payment in an amount to be determined by the ~~U.S. Supreme~~ Court, in not to exceed $10, of a portion of the plaintiffs’ attorneys’ fees and costs. This proposed settlement is subject to final Court approval.

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~~Dukes,~~Securities Actions

In February 2011, a purported class action lawsuit captioned, IBEW Local 98 Pension Fund, individually and on behalf of all others similarly situated v. Best Buy Co., Inc., et al. ~~v. Wal-Mart Stores, Inc.~~, was filed against us and certain of our executive officers in the U.S. District Court for the District of Minnesota. This federal court action alleges, among other things, that we and the officers named in the complaint violated Sections 10(b) and 20A of the Exchange Act and Rule 10b-5 under the Exchange Act in connection with press releases and other statements relating to our fiscal 2011 earnings guidance that had been made available to the public. Additionally, in March 2011, a ~~gender discrimination~~similar purported class action ~~lawsuit.~~was filed by a single shareholder, Rene LeBlanc, against us and certain of our executive officers in the same court. In June 2011, the unopposed collective motion of IBEW Local 98 Pension Fund and Rene LeBlanc to consolidate their respective lawsuits into a new action with a single shareholder, Marion Haynes, as lead plaintiff was granted. The lead plaintiff is expected to file and serve a consolidated complaint.

In June 2011, a purported shareholder derivative action, 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 each member 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.

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. 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 ~~claim,~~claims in the above securities actions, their respective procedural ~~history of the~~ litigation ~~(including the status of class certification),~~history, and the degree to which we intend to defend our company in ~~the matter,~~these matters, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our ~~exposure in this case.~~future consolidated financial position or results of operations.

Other Legal Proceedings

We are involved in various other ~~various~~ legal proceedings arising in the normal course of conducting business. We believe the amounts provided in our ~~condensed~~ consolidated financial statements ~~as prescribed by GAAP,~~ are adequate in light of the probable and estimable liabilities. The resolution of those other proceedings is not expected to have a material ~~impact~~effect on our results of operations or financial condition.

13. ~~Sale of Business~~

During the second quarter of fiscal 2011, we completed the sale of our Speakeasy business to Covad Communications Group, Inc. (“Covad”). Prior to this sale, Covad had merged with Megapath Inc. The three combined businesses operate under the Megapath name. Upon closing of the Speakeasy sale, we received cash consideration and a minority equity interest in the combined company. Based upon the fair value of the consideration received and the carrying value of Speakeasy at closing, we recorded a pre-tax gain on sale of $7 in the second quarter of fiscal 2011, which is included within investment income and other in our consolidated statement of earnings.

~~14.~~Condensed Consolidating Financial Information

The rules of the U.S. Securities and Exchange Commission ~~(“SEC”)~~ require that condensed consolidating financial information be provided for a subsidiary that has guaranteed the debt of a registrant issued in a public offering, where the guarantee is full and unconditional and where the voting interest of the subsidiary is 100% owned by the registrant. Our convertible debentures, which had an aggregate principal balance and carrying amount of $402 at ~~November 27, 2010,~~May 28, 2011, are jointly and severally guaranteed by our 100%-owned indirect subsidiary Best Buy Stores, L.P. (“Guarantor Subsidiary”). Investments in subsidiaries of Best Buy Stores, L.P., which have not guaranteed the convertible debentures (“Non-Guarantor Subsidiaries”), are required to be presented under the equity method, even though all such subsidiaries meet the requirements to be consolidated under GAAP.

Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, and cash flows of (i) Best Buy Co., Inc., (ii) the Guarantor Subsidiary, (iii) the Non-Guarantor Subsidiaries, and (iv) the eliminations necessary to arrive at consolidated information for our company. The ~~income statement eliminations relate primarily to the sale of inventory from a Non-Guarantor Subsidiary to the Guarantor Subsidiary. The~~ balance sheet eliminations relate primarily to the elimination of intercompany profit in inventory held by the Guarantor Subsidiary and consolidating entries to eliminate intercompany receivables, payables and subsidiary investment accounts. The statement of earnings eliminations relate primarily to the sale of inventory from a Non-Guarantor Subsidiary to the Guarantor Subsidiary.

We file a consolidated U.S. federal income tax return. Income taxes are allocated in accordance with our tax allocation agreement. U.S. affiliates receive no tax benefit for taxable losses, but are allocated taxes at the required effective income tax rate if they have taxable income.

The following tables present condensed consolidating balance sheets as of ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010,~~ and ~~November 28, 2009,~~ condensed consolidating statements of earnings ~~for the three~~ and ~~nine months ended November 27, 2010, and November 28, 2009, and condensed consolidating statements of~~ cash flows for the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ and should be read in conjunction with the condensed consolidated financial statements herein.

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$ in millions, except per share amounts

Condensed Consolidating Balance Sheets

At ~~November 27, 2010~~May 28, 2011

(Unaudited)

	Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated		Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	144	$	180	$	601	$	—		$	925	$	1,283	$	43	$	882	$	—		$	2,208
Short-term investments	—		—		2		—			2		—		—		20		—			20
Receivables	—		1,302		1,491		—			2,793		1		515		1,226		—			1,742
Merchandise inventories	—		7,161		3,010		(107		)	10,064		—		4,602		1,818		(64		)	6,356
Other current assets	243		90		766		(54		)	1,045		148		42		777		—			967
Intercompany receivable	—		—		11,953		(11,953		)	—		—		—		9,878		(9,878		)	—
Intercompany note receivable	1,578		—		2		(1,580		)	—		856		—		92		(948		)	—
Total current assets	1,965		8,733		17,825		(13,694		)	14,829		2,288		5,202		14,693		(10,890		)	11,293

Property and Equipment, Net	202		1,836		1,956		—			3,994		200		1,750		1,817		—			3,767

Goodwill	—		6		2,435		—			2,441		—		6		2,482		—			2,488

Tradenames, Net	—		—		145		—			145		—		—		134		—			134

Customer Relationships, Net	—		—		220		—			220		—		—		194		—			194

Equity and Other Investments	168		—		175		—			343		154		—		164		—			318

Other Assets	132		39		258		(49		)	380		220		37		222		—			479

Investments in Subsidiaries	12,405		195		2,371		(14,971		)	—		14,286		235		2,498		(17,019		)	—

Total Assets	$	14,872	$	10,809	$	25,385	$	(28,714	)	$	22,352	$	17,148	$	7,230	$	22,204	$	(27,909	)	$	18,673

Liabilities and Equity
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	479	$	54	$	9,325	$	—		$	9,858	$	355	$	42	$	5,317	$	—		$	5,714
Unredeemed gift card liabilities	—		359		65		—			424		—		375		65		—			440
Accrued compensation and related expenses	—		200		264		—			464		—		192		300		—			492
Accrued liabilities	—		843		1,130		(53		)	1,920		58		626		860		—			1,544
Accrued income taxes	31		—		—		—			31		66		—		—		—			66
Short-term debt	500		—		190		—			690		—		—		39		—			39
Current portion of long-term debt	—		21		12		—			33		402		23		16		—			441
Intercompany payable	6,692		5,261		—		(11,953		)	—		7,824		2,054		—		(9,878		)	—
Intercompany note payable	15		500		1,065		(1,580		)	—		105		500		343		(948		)	—
Total current liabilities	7,717		7,238		12,051		(13,586		)	13,420		8,810		3,812		6,940		(10,826		)	8,736

Long-Term Liabilities	148		1,082		184		(248		)	1,166		461		797		164		(238		)	1,184

Long-Term Debt	902		118		81		—			1,101		1,497		123		80		—			1,700

Equity
Shareholders’ equity	6,105		2,371		12,405		(14,880		)	6,001		6,380		2,498		14,286		(16,845		)	6,319
Non-controlling interests	—		—		664		—			664
Noncontrolling interests												—		—		734		—			734
Total equity	6,105		2,371		13,069		(14,880		)	6,665		6,380		2,498		15,020		(16,845		)	7,053

Total Liabilities and Equity	$	14,872	$	10,809	$	25,385	$	(28,714	)	$	22,352	$	17,148	$	7,230	$	22,204	$	(27,909	)	$	18,673

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$ in millions, except per share amounts

Condensed Consolidating Balance Sheets

At February ~~27, 2010~~26, 2011

(Unaudited)

	Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated		Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1,170	$	53	$	603	$	—		$	1,826	$	282	$	51	$	770	$	—		$	1,103
Short-term investments	88		—		2		—			90		20		—		2		—			22
Receivables	—		485		1,535		—			2,020		3		738		1,607		—			2,348
Merchandise inventories	—		3,662		1,873		(49		)	5,486		—		3,973		1,999		(75		)	5,897
Other current assets	221		149		775		(1		)	1,144		234		117		752		—			1,103
Intercompany receivable	—		—		7,983		(7,983		)	—		—		—		9,300		(9,300		)	—
Intercompany note receivable	833		—		—		(833		)	—		854		—		91		(945		)	—
Total current assets	2,312		4,349		12,771		(8,866		)	10,566		1,393		4,879		14,521		(10,320		)	10,473

Property and Equipment, Net	214		1,864		1,992		—			4,070		200		1,803		1,820		—			3,823

Goodwill	—		6		2,446		—			2,452		—		6		2,448		—			2,454

Tradenames, Net	—		—		159		—			159		—		—		133		—			133

Customer Relationships, Net	—		—		279		—			279		—		—		203		—			203

Equity and Other Investments	216		—		108		—			324		162		—		166		—			328

Other Assets	103		34		362		(47		)	452		181		36		273		(55		)	435

Investments in Subsidiaries	12,246		287		2,296		(14,829		)	—		14,030		229		2,444		(16,703		)	—

Total Assets	$	15,091	$	6,540	$	20,413	$	(23,742	)	$	18,302	$	15,966	$	6,953	$	22,008	$	(27,078	)	$	17,849

Liabilities and Equity
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	414	$	26	$	4,836	$	—		$	5,276	$	361	$	101	$	4,432	$	—		$	4,894
Unredeemed gift card liabilities	—		401		62		—			463		—		404		70		—			474
Accrued compensation and related expenses	4		218		322		—			544		—		200		370		—			570
Accrued liabilities	25		652		1,004		—			1,681		13		625		833		—			1,471
Accrued income taxes	316		—		—		—			316		256		—		—		—			256
Short-term debt	—		—		663		—			663		—		—		557		—			557
Current portion of long-term debt	1		21		13		—			35		402		23		16		—			441
Intercompany payable	6,816		1,167		—		(7,983		)	—		7,497		1,665		138		(9,300		)	—
Intercompany note payable	—		500		333		(833		)	—		103		500		342		(945		)	—
Total current liabilities	7,576		2,985		7,233		(8,816		)	8,978		8,632		3,518		6,758		(10,245		)	8,663

Long-Term Liabilities	247		1,123		224		(338		)	1,256		160		863		447		(287		)	1,183

Long-Term Debt	902		136		66		—			1,104		500		128		83		—			711

Equity
Shareholders’ equity	6,366		2,296		12,246		(14,588		)	6,320		6,674		2,444		14,030		(16,546		)	6,602
Non-controlling interests	—		—		644		—			644
Noncontrolling interests												—		—		690		—			690
Total equity	6,366		2,296		12,890		(14,588		)	6,964		6,674		2,444		14,720		(16,546		)	7,292

Total Liabilities and Equity	$	15,091	$	6,540	$	20,413	$	(23,742	)	$	18,302	$	15,966	$	6,953	$	22,008	$	(27,078	)	$	17,849

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$ in millions, except per share amounts

Condensed Consolidating Balance Sheets

At ~~November 28, 2009~~May 29, 2010

(Unaudited)

	Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated		Best Buy Co., Inc.		Guarantor Subsidiary		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	85	$	219	$	260	$	—		$	564	$	570	$	37	$	632	$	—		$	1,239
Short-term investments	89		—		4		—			93		203		—		2		—			205
Receivables	—		1,273		1,357		—			2,630		7		437		1,135		—			1,579
Merchandise inventories	—		6,401		2,639		(62		)	8,978		—		4,594		1,796		(55		)	6,335
Other current assets	125		125		766		(14		)	1,002		221		66		744		(1		)	1,030
Intercompany receivable	—		—		9,721		(9,721		)	—		—		—		8,757		(8,757		)	—
Intercompany note receivable	819		—		2		(821		)	—		1,552		—		—		(1,552		)	—
Total current assets	1,118		8,018		14,749		(10,618		)	13,267		2,553		5,134		13,066		(10,365		)	10,388

Property and Equipment, Net	216		1,904		2,003		—			4,123		213		1,815		1,954		—			3,982

Goodwill	—		6		2,415		—			2,421		—		6		2,380		—			2,386

Tradenames	—		—		163		—			163

Customer Relationships	—		—		292		—			292

Tradenames, Net												—		—		153		—			153
Customer Relationships, Net												—		—		247		—			247
Equity and Other Investments	209		4		119		—			332		207		—		116		—			323

Other Assets	88		55		405		(46		)	502		93		33		383		(32		)	477

Investments in Subsidiaries	10,853		147		2,206		(13,206		)	—		11,684		289		2,275		(14,248		)	—

Total Assets	$	12,484	$	10,134	$	22,352	$	(23,870	)	$	21,100	$	14,750	$	7,277	$	20,574	$	(24,645	)	$	17,956

Liabilities and Equity
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	420	$	71	$	8,592	$	—		$	9,083	$	374	$	34	$	5,452	$	—		$	5,860
Unredeemed gift card liabilities	—		366		59		—			425		—		367		57		—			424
Accrued compensation and related expenses	4		206		272		—			482		—		169		267		—			436
Accrued liabilities	27		821		1,019		(11		)	1,856		26		642		933		—			1,601
Accrued income taxes	55		—		—		—			55		51		—		—		—			51
Short-term debt	350		—		391		—			741		—		—		197		—			197
Current portion of long-term debt	2		21		13		—			36		1		21		12		—			34
Intercompany payable	4,978		4,653		90		(9,721		)	—		6,703		2,054		—		(8,757		)	—
Intercompany note payable	14		500		307		(821		)	—		10		500		1,042		(1,552		)	—
Total current liabilities	5,850		6,638		10,743		(10,553		)	12,678		7,165		3,787		7,960		(10,309		)	8,603

Long-Term Liabilities	188		1,156		93		(243		)	1,194		263		1,087		228		(325		)	1,253

Long-Term Debt	903		134		67		—			1,104		902		128		63		—			1,093

Equity
Shareholders’ equity	5,543		2,206		10,854		(13,074		)	5,529		6,420		2,275		11,684		(14,011		)	6,368
Non-controlling interests	—		—		595		—			595
Noncontrolling interests												—		—		639		—			639
Total equity	5,543		2,206		11,449		(13,074		)	6,124		6,420		2,275		12,323		(14,011		)	7,007

Total Liabilities and Equity	$	12,484	$	10,134	$	22,352	$	(23,870	)	$	21,100	$	14,750	$	7,277	$	20,574	$	(24,645	)	$	17,956

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$ in millions, except per share amounts

Condensed Consolidating Statements of Earnings

Three Months Ended ~~November 27, 2010~~May 28, 2011

(Unaudited)

	Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations			Consolidated			Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	4		$	7,984		$	13,469		$	(9,567	)	$	11,890		$	4		$	7,208		$	10,359		$	(6,631	)	$	10,940

Cost of goods sold	—			5,962			11,994			(9,049		)	8,907			—			5,373			8,987			(6,188		)	8,172

Gross profit	4			2,022			1,475			(518		)	2,983			4			1,835			1,372			(443		)	2,768

Selling, general and administrative expenses	36			1,941			1,192			(571		)	2,598			36			1,765			1,173			(490		)	2,484
Restructuring charges																—			(2		)	4			—			2

Operating (loss) income	(32		)	81			283			53			385			(32		)	72			195			47			282

Other income (expense)
Investment income and other	12			—			8			(12		)	8			4			—			12			(4		)	12
Interest expense	(12		)	(4		)	(16		)	12			(20		)	(23		)	(3		)	(9		)	4			(31		)

(Loss) earnings before equity in earnings of subsidiaries	(32		)	77			275			53			373			(51		)	69			198			47			263

Equity in earnings of subsidiaries	202			7			51			(260		)	—			145			9			45			(199		)	—

Earnings before income tax expense	170			84			326			(207		)	373
Earnings before income tax expense and equity in loss of affiliates																94			78			243			(152		)	263

Income tax expense	6			26			101			—			133			5			24			70			—			99

Equity in loss of affiliates																—			—			(1		)	—			(1		)

Net earnings including noncontrolling interests	164			58			225			(207		)	240			89			54			172			(152		)	163

Net (earnings) attributable to noncontrolling interests	—			—			(23		)	—			(23		)
Net earnings attributable to noncontrolling interests																—			—			(27		)	—			(27		)

Net earnings attributable to Best Buy Co., Inc.	$	164		$	58		$	202		$	(207	)	$	217		$	89		$	54		$	145		$	(152	)	$	136

Table of Contents

$ in millions, except per share amounts

Condensed Consolidating Statements of Earnings

~~Nine~~Three Months Ended ~~November 27,~~May 29, 2010

(Unaudited)

	Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations			Consolidated			Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	12		$	23,059		$	34,166		$	(23,221	)	$	34,016		$	4		$	7,295		$	10,535		$	(7,047	)	$	10,787

Cost of goods sold	—			17,081			29,750			(21,509		)	25,322			—			5,380			9,082			(6,468		)	7,994

Gross profit	12			5,978			4,416			(1,712		)	8,694			4			1,915			1,453			(579		)	2,793

Selling, general and administrative expenses	107			5,747			3,584			(1,853		)	7,585			37			1,836			1,226			(619		)	2,480

Operating (loss) income	(95		)	231			832			141			1,109			(33		)	79			227			40			313

Other income (expense)
Investment income and other	31			—			33			(31		)	33			8			—			11			(7		)	12
Interest expense	(35		)	(10		)	(50		)	31			(64		)	(12		)	(3		)	(15		)	7			(23		)

(Loss) earnings before equity in earnings of subsidiaries	(99		)	221			815			141			1,078
(Loss) earnings before equity in earnings (loss) of subsidiaries																(37		)	76			223			40			302

Equity in earnings of subsidiaries	584			30			142			(756		)	—
Equity in earnings (loss) of subsidiaries																134			(4		)	(18		)	(112		)	—

Earnings before income tax expense	485			251			957			(615		)	1,078			97			72			205			(72		)	302

Income tax expense	—			79			321			—			400
Income tax (benefit) expense																(18		)	94			45			—			121

Net earnings including noncontrolling interests	485			172			636			(615		)	678
Net earnings (loss) including noncontrolling interests																115			(22		)	160			(72		)	181

Net (earnings) attributable to noncontrolling interests	—			—			(52		)	—			(52		)
Net earnings attributable to noncontrolling interests																—			—			(26		)	—			(26		)

Net earnings attributable to Best Buy Co., Inc.	$	485		$	172		$	584		$	(615	)	$	626
Net earnings (loss) attributable to Best Buy Co., Inc.																$	115		$	(22	)	$	134		$	(72	)	$	155

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$ in millions, except per share amounts

Condensed Consolidating Statements of ~~Earnings~~Cash Flows

Three Months Ended ~~November~~May 28, ~~2009~~2011

(Unaudited)

Best Buy
Co., Inc.

Guarantor
Subsidiary

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue

$
4

$
8,252

$
12,063

$
(8,295
)
$
12,024

Cost of goods sold

—

6,196

10,596

(7,710
)
9,082

Gross profit

4

2,056

1,467

(585
)
2,942

Selling, general and administrative expenses

42

1,959

1,229

(664
)
2,566

Operating (loss) income

(38
)
97

238

79

376

Other income (expense)

Investment income and other

7

—

11

(7
)
11

Interest expense

(12
)
(3
)
(14
)
6

(23
)

(Loss) earnings before equity in (loss) earnings of subsidiaries

(43
)
94

235

78

364

Equity in (loss) earnings of subsidiaries

(594
)
10

58

526

—

(Loss) earnings before income tax (benefit) expense

(637
)
104

293

604

364

Income tax (benefit) expense

(786
)
36

843

—

93

Net earnings (loss) including noncontrolling interests

149

68

(550
)
604

271

Net (earnings) attributable to noncontrolling interests

—

—

(44
)
—

(44
)
Net earnings (loss) attributable to Best Buy Co., Inc.

$
149

$
68

$
(594
)
$
604

$
227

	Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Total cash provided by (used in) operating activities	$	597		$	(317	)	$	1,044		$	—	$	1,324

Investing activities
Additions to property and equipment	(1		)	(100		)	(101		)	—		(202		)
Purchases of investments	(4		)	—			(20		)	—		(24		)
Sales of investments	34			—			3			—		37
Change in restricted assets	—			—			3			—		3
Other, net	—			—			—			—		—
Total cash provided by (used in) investing activities	29			(100		)	(115		)	—		(186		)

Financing activities
Repurchase of common stock	(480		)	—			—			—		(480		)
Borrowings of debt	997			—			378			—		1,375
Repayments of debt	—			(3		)	(910		)	—		(913		)
Dividends paid	(59		)	—			—			—		(59		)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options	46			—			—			—		46
Excess tax benefits from stock-based compensation	1			—			—			—		1
Other, net	(7		)	—			—			—		(7		)
Change in intercompany receivable/payable	(123		)	412			(289		)	—		—
Total cash provided by (used in) financing activities	375			409			(821		)	—		(37		)

Effect of exchange rate changes on cash	—			—			4			—		4

Increase (decrease) in cash and cash equivalents	1,001			(8		)	112			—		1,105

Cash and cash equivalents at beginning of period	282			51			770			—		1,103
Cash and cash equivalents at end of period	$	1,283		$	43		$	882		$	—	$	2,208

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$ in millions, except per share amounts

Condensed Consolidating Statements of ~~Earnings~~Cash Flows

~~Nine~~Three Months Ended ~~November 28, 2009~~May 29, 2010

(Unaudited)

Best Buy
Co., Inc.

Guarantor
Subsidiary

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue

$
12

$
22,930

$
27,901

$
(17,702
)
$
33,141

Cost of goods sold

—

17,183

26,080

(18,305
)
24,958

Gross profit

12

5,747

1,821

603

8,183

Selling, general and administrative expenses

116

5,315

3,404

(1,656
)
7,179

Restructuring charges

—

25

27

—

52

Operating (loss) income

(104
)
407

(1,610
)
2,259

952

Other income (expense)

Investment income and other

26

—

30

(18
)
38

Interest expense

(37
)
(10
)
(39
)
18

(68
)

(Loss) earnings before equity in (loss) earnings of subsidiaries

(115
)
397

(1,619
)
2,259

922

Equity in (loss) earnings of subsidiaries

(1,477
)
5

255

1,217

—

(Loss) earnings before income tax expense

(1,592
)
402

(1,364
)
3,476

922

Income tax expense

129

142

67

—

338

Net (loss) earnings including noncontrolling interests

(1,721
)
260

(1,431
)
3,476

584

Net (earnings) attributable to noncontrolling interests

—

—

(46
)
—

(46
)

Net (loss) earnings attributable to Best Buy Co., Inc.

$
(1,721
)
$
260

$
(1,477
)
$
3,476

$
538

	Best Buy Co., Inc.			Guarantor Subsidiary			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Total cash provided by (used in) operating activities	$	409		$	(862	)	$	622		$	—	$	169

Investing activities
Additions to property and equipment	—			(51		)	(110		)	—		(161		)
Purchases of investments	(150		)	—			—			—		(150		)
Sales of investments	35			—			—			—		35
Change in restricted assets	—			—			11			—		11
Settlement of net investment hedges	—			—			12			—		12
Other, net	—			—			(1		)	—		(1		)
Total cash used in investing activities	(115		)	(51		)	(88		)	—		(254		)

Financing activities
Repurchase of common stock	(111		)	—			—			—		(111		)
Borrowings of debt	—			—			463			—		463
Repayments of debt	(1		)	(3		)	(903		)	—		(907		)
Dividends paid	(59		)	—			—			—		(59		)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options	110			—			—			—		110
Excess tax benefits from stock-based compensation	10			—			—			—		10
Other, net	—			—			—			—		—
Change in intercompany receivable/payable	(843		)	900			(57		)	—		—
Total cash (used in) provided by financing activities	(894		)	897			(497		)	—		(494		)

Effect of exchange rate changes on cash	—			—			(8		)	—		(8		)

(Decrease) increase in cash and cash equivalents	(600		)	(16		)	29			—		(587		)

Cash and cash equivalents at beginning of period	1,170			53			603			—		1,826
Cash and cash equivalents at end of period	$	570		$	37		$	632		$	—	$	1,239

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~~Condensed Consolidating Statements of Cash Flows~~

~~Nine Months Ended November 27, 2010~~

~~(Unaudited)~~

Best Buy
Co., Inc.

Guarantor
Subsidiary

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Total cash (used in) provided by operating activities

$
(410
)
$
(3,758
)
$
4,713

$
—

$
545

Investing activities

Additions to property and equipment

—

(199
)
(330
)
—

(529
)
Purchases of investments

(245
)
—

—

—

(245
)
Sales of investments

382

—

1

—

383

Proceeds from sale of business

—

—

21

—

21

Change in restricted assets

—

—

(1
)
—

(1
)
Settlement of net investment hedges

—

—

12

—

12

Other, net

—

—

(2
)
—

(2
)
Total cash provided by (used in) investing activities

137

(199
)
(299
)
—

(361
)

Financing activities

Repurchase of common stock

(1,128
)
—

—

—

(1,128
)
Borrowings of debt

500

—

1,425

—

1,925

Repayments of debt

(1
)
(10
)
(1,873
)
—

(1,884
)
Dividends paid

(178
)
—

—

—

(178
)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options

171

—

—

—

171

Acquisition of noncontrolling interests

—

—

(21
)
—

(21
)
Excess tax benefits from stock-based compensation

13

—

—

—

13

Other, net

—

—

9

—

9

Change in intercompany activity

(130
)
4,094

(3,964
)
—

—

Total cash (used in) provided by financing activities

(753
)
4,084

(4,424
)
—

(1,093
)

Effect of exchange rate changes on cash

—

—

8

—

8

(Decrease) increase in cash and cash equivalents

(1,026
)
127

(2
)
—

(901
)

Cash and cash equivalents at beginning of period

1,170

53

603

—

1,826

Cash and cash equivalents at end of period

$
144

$
180

$
601

$
—

$
925

~~Table of Contents~~

~~Condensed Consolidating Statements of Cash Flows~~

~~Nine Months Ended November 28, 2009~~

~~(Unaudited)~~

Best Buy
Co., Inc.

Guarantor
Subsidiary

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Total cash (used in) provided by operating activities

$
(964
)
$
(438
)
$
2,081

$
—

$
679

Investing activities

Additions to property and equipment

—

(120
)
(349
)
—

(469
)
Purchases of investments

(10
)
—

—

—

(10
)
Sales of investments

46

—

—

—

46

Change in restricted assets

(2
)
—

21

—

19

Settlement of net investment hedges

—

—

27

—

27

Other, net

—

(5
)
(13
)
—

(18
)
Total cash provided by (used in) investing activities

34

(125
)
(314
)
—

(405
)

Financing activities

Borrowings of debt

2,885

—

708

—

3,593

Repayments of debt

(2,698
)
(23
)
(982
)
—

(3,703
)
Dividends paid

(175
)
—

—

(175
)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options

120

—

—

—

120

Acquisition of noncontrolling interests

—

—

(34
)
—

(34
)
Excess tax benefits from stock-based compensation

3

—

—

—

3

Other, net

—

—

(12
)
—

(12
)
Change in intercompany activity

730

757

(1,487
)
—

—

Total cash provided by (used in) financing activities

865

734

(1,807
)
—

(208
)

Effect of exchange rate changes on cash

—

—

—

—

—

(Decrease) increase in cash and cash equivalents

(65
)
171

(40
)
—

66

Cash and cash equivalents at beginning of period

150

48

300

—

498

Cash and cash equivalents at end of period

$
85

$
219

$
260

$
—

$
564

~~Table of Contents~~

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.

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, trends 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 six sections:

· Overview

· Results of Operations

· Liquidity and Capital Resources

· Off-Balance-Sheet Arrangements and Contractual Obligations

· Significant Accounting Policies and Estimates

· New Accounting Standards

In order to align our fiscal reporting periods and comply with statutory filing requirements in certain foreign jurisdictions, we consolidate the financial results of our Europe, China, Mexico and Turkey operations on a two-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 two-month lag. There were no significant intervening events which would have materially affected our financial condition, results of operations, liquidity or other factors had they been recorded during the three months ended ~~November 27, 2010.~~May 28, 2011. In February 2011, we announced plans to exit the Turkey market; however, the stores remained open and continued operations throughout the first quarter of fiscal 2012.

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010,~~26, 2011, as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited.

Overview

We are a ~~multinational~~multi-national retailer of consumer electronics, ~~home office~~computing and mobile phone products, entertainment ~~software,~~products, appliances and related services. We operate two reportable segments: Domestic and International. The Domestic segment is comprised of all operations within the U.S. and its territories. The International segment is comprised of all operations outside the U.S. and its territories.

Our business, like that of many retailers, is seasonal. Historically, we have realized more of our revenue and earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season in the U.S., Europe and Canada, than in any other fiscal quarter.

While some of the products and services we offer are viewed by consumers as essential, others ~~continue to be~~are viewed as discretionary purchases. Consequently, our results of operations are susceptible to changes in consumer confidence levels and ~~macro-economic~~macroeconomic factors such as unemployment, consumer credit availability and the condition of the housing market. Consumers have maintained a cautious approach to discretionary spending due to continued economic pressures. Consequently, customer traffic and spending patterns continue to be difficult to predict. Other factors that directly impact our performance are product life-cycle shifts (including the introduction and adoption of new technology) and the competitive ~~consumer electronics~~ retail ~~environment.~~environment for our products. As a result of these factors, predicting our future ~~revenues~~revenue and net earnings is difficult. ~~Careful~~Disciplined capital allocation and ~~planning, monitoring of inventory levels~~working capital management and ~~effective use of pro motions~~expense control remain key priorities for us as we navigate through the current ~~economic~~ environment. By providing access to a wide selection of ~~hardware~~products and ~~applications,~~accessories; a vast array of service offerings, such as ~~well as helping~~extended warranties, installation and repair; and a knowledgeable sales staff to help our customers select and connect their devices, we ~~can~~believe we offer our customers ~~end-to-end solutions.~~a differentiated value proposition.

Throughout this MD&A, we refer to comparable store sales. Comparable store sales is a measure commonly used in the retail industry, which indicates store performance by measuring the growth in revenue for certain stores for a particular period over the corresponding period in the prior year. Our comparable store sales is comprised of revenue from stores operating for at least 14 full months, as well as revenue related to call centers, Web sites and our other comparable sales channels. Revenue we earn from sales of merchandise to wholesalers or dealers is not included within our comparable store sales calculation. Relocated, remodeled and expanded stores are excluded from the comparable store sales calculation until at least 14 full months after reopening. Acquired stores are included in the comparable store sales calculation beginning with the first full quarter following the first anniversary of the ~~d ate~~date of the acquisition. The portion of our calculation of the comparable store sales percentage change attributable to our International

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segment excludes the effect of fluctuations in foreign currency exchange rates. The method of calculating comparable store sales varies across the retail industry. As a result, our method of calculating comparable store sales may not be the same as other retailers’ methods.

In our discussions of the operating results of our consolidated business and our International segment, we sometimes refer to the impact of changes in foreign currency exchange ~~rates. When we refer to changes in foreign currency exchange~~ rates orand currency exchange rate fluctuations, wewhich are ~~referring~~references to the differences between the foreign currency exchange rates we use to convert the International

~~Table of Contents~~

segment’s operating results from local currencies into U.S. dollars for reporting purposes. The ~~impacts~~impact of foreign currency exchange rate fluctuations ~~are~~is typically calculated as the difference between current period activity translated using the current period’s currency exchange rates and the comparable ~~prior year~~prior-year period’s currency exchange ~~rates, respectively.~~rates. We use this method for all countries where the functional currency is not the U.S. dollar.

Results of Operations

Consolidated Performance Summary

Throughout the first quarter of fiscal ~~year,~~2012, the majority of our key geographic markets ~~in which we operate have generally~~ continued to ~~endure difficult~~experience challenging and uncertain economic ~~conditions,~~conditions. Declines in the sales of televisions, DVDs and ~~this had~~CDs as a ~~direct bearing on~~result of continued product life-cycle trends continued to pressure our ~~revenues. We have responded~~revenue and gross profit growth. However, we continued to ~~the current economic environment by closely managing~~make progress with our ~~selling, general~~key growth areas, especially Best Buy Mobile, online channels and ~~administrative expenses (“SG&A”), as well as focusing on efforts to improve~~ our ~~gross profit.~~Five Star retail business in China.

The following table presents selected consolidated financial data ($ in millions, except per share amounts):

	Three Months Ended						Nine Months Ended(2)						Three Months Ended
	November 27, 2010			November 28, 2009			November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
Revenue	$	11,890		$	12,024		$	34,016		$	33,141		$	10,940		$	10,787
Revenue % (decline) growth	(1.1		)%	4.6		%	2.6		%	9.4		%
Revenue % growth													1.4		%	6.9		%
Comparable store sales % (decline) gain	(3.3		)%	1.7		%	(0.4		)%	(2.5		)%	(1.7		)%	2.8		%
Gross profit as % of revenue(1)	25.1		%	24.5		%	25.6		%	24.7		%
SG&A as % of revenue(1)	21.8		%	21.3		%	22.3		%	21.7		%
Gross profit													$	2,768		$	2,793
Gross profit as a % of revenue1													25.3		%	25.9		%
SG&A													$	2,484		$	2,480
SG&A as a % of revenue1													22.7		%	23.0		%
Operating income	$	385		$	376		$	1,109		$	952		$	282		$	313
Operating income as % of revenue	3.2		%	3.1		%	3.3		%	2.9		%	2.6		%	2.9		%
Net earnings attributable to Best Buy Co.,Inc.	$	217		$	227		$	626		$	538
Net earnings attributable to Best Buy Co., Inc.													$	136		$	155
Diluted earnings per share	$	0.54		$	0.53		$	1.50		$	1.27		$	0.35		$	0.36

~~(1)~~1 Because retailers vary in how they record certain costs 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 February ~~27, 2010.~~

~~(2)~~Included within our operating income and net earnings for the nine months ended November 28, 2009, is $52 million ($25 million net of taxes and noncontrolling interests) of restructuring charges recorded in the fiscal first quarter related primarily to updating our U.S. Best Buy store operating model, which included eliminating certain positions, as well as employee termination benefits and business reorganization costs in Best Buy Europe. These charges resulted in a decrease in our operating income rate of 0.1% of revenue for the first nine months of fiscal 2010. No restructuring charges were recorded in the first nine months of fiscal26, 2011.

The ~~1.1%~~components of the 1.4% revenue ~~decrease in~~increase for the ~~third~~first quarter of fiscal 2011 was due primarily to a 3.3% comparable store sales decline and the negative impact of foreign currency exchange rate fluctuations, partially offset by the impact of net new stores opened during the past 12 months. In the first nine months of fiscal 2011, net new stores and the favorable impact of foreign currency exchange rate fluctuations were the primary drivers of our 2.6% revenue increase, partially offset a comparable store sales decline of 0.4% and the negative impact of non-comparable sales channels. The components of the net revenue (decrease) increase for the three and nine months ended November 27, 2010,2012 were as follows:

Three months
ended
November 27, 2010

Nine months
ended
November 27, 2010

Comparable store sales impact

(3.1
)%
(0.4
)%
Impact of foreign currency exchange rate fluctuations

(0.4
)%
0.7
%
Non-comparable sales channels(1)

(0.1
)%
(0.4
)%
Net new stores

2.5
%
2.9
%
One less week of revenue(2)

n/a

(0.2
)%
Total revenue (decrease) increase

(1.1
)%
2.6
%

Net new stores	1.9	%
Favorable impact of foreign currency	1.2	%
Comparable store sales impact	(1.6	)%
Non-comparable sales channels1	(0.1	)%
Total revenue increase	1.4	%

~~(1)~~1 Non-comparable sales channels primarily reflects the impact from revenue we earn from sales of merchandise to wholesalers and dealers as well as other non-comparable sales channels not included within our comparable store sales calculation.

~~(2)~~One less week of revenue reflects the incremental revenue associated with Best Buy Europe in the first quarter of fiscal 2010, which had 14 weeks of activity, compared to 13 weeks in the first quarter of fiscal 2011.

~~Table of Contents~~

The gross profit rate ~~increased~~decreased by 0.6% of revenue for the ~~third~~first quarter of fiscal ~~2011.~~2012. Gross profit rate improvement in our Domestic segment accounted for an increase of 0.7% of revenue, partially offset by a gross profit rate decrease in our International segment, which accounted for a decrease of 0.1% of revenue. For the first nine months of fiscal 2011, the gross profit rate increased by 0.9% of revenue. Gross profit rate improvementsdeclines in our Domestic and International segments accounted for ~~increases~~decreases of ~~0.8%~~0.5% of revenue and 0.1% of revenue, respectively. For further discussion of each segment’s gross profit rate changes, see Segment Performance Summary, below.

The SG&A rate ~~increased~~decreased by ~~0.5%~~0.3% of revenue for the ~~third~~first quarter of fiscal ~~2011.~~2012. Our Domestic ~~segment’s SG&A~~segment contributed a rate ~~increased by 0.7%~~increase of revenue, while our International segment’s SG&A rate decreased by 0.2% of revenue. For the first nine months of fiscal 2011, the SG&A rate increased 0.6% of revenue. Our Domestic segment’s SG&A rate increased by 0.7%0.1% of revenue, which was ~~partially~~more than offset by a ~~SG&A~~ rate decrease of ~~0.1%~~0.4% of revenue infrom our International segment. For further discussion of each segment’s SG&A rate changes, see Segment Performance Summary, below.

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Operating income ~~increased $9~~decreased 9.9% to $282 million, or ~~2.4%, to $385 million and the~~as a percentage of revenue, 2.6%. The decrease in operating income ~~rate remained relatively flat at 3.2% of revenue in~~from the ~~third quarter of fiscal 2011, compared to 3.1% of revenue in the prior-year~~same period as our gross profit rate grew faster than our SG&A rate. Operating income increased $157 million, or 16.5%, to $1.1 billion in the first nine months of fiscal 2011 compared to the prior-year period. The 0.4% of revenue operating income rate increaselast year was driven by ~~an increase~~a decrease in our gross profit rate, partially offset by ~~an increase~~a decrease in our SG&A rate. ~~In addition, we had no restructuring charges in the first nine months of fiscal 2011 as we did in the prior-year period.~~

Other Income (Expense)

Our investment income and other in the ~~third quarter and~~ first nine months of fiscal 2011 decreased to $8 million and $33 million, respectively, compared with $11 million and $38 million in the prior-year periods. The decrease in the third quarter was mainly due to a reduction in present-value adjustments to our long-term receivables in Europe as a result of lower average long-term receivable balances. The decrease in the first nine months of fiscal 2011 was principally the result of a gain on the sale of an equity investment in the second quarter of fiscal ~~2010 and lower returns on our deferred compensation assets~~2012 remained flat at $12 million, as compared to the prior-year ~~period, partially offset by the $7 million gain on the sale of our Speakeasy business in the second quarter of fiscal 2011.~~

period. Interest expense in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2011 of $20~~2012 was $31 million, ~~and $64~~compared to $23 million ~~respectively, remained relatively flat compared with the same periods one year ago. Lower average short-term borrowings~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2011 were offset~~2011. The increased interest expense was primarily driven by ~~higher average interest rates on outstanding short-term borrowings.~~our issuance of $1 billion of long-term debt in the first quarter of fiscal 2012.

Income Tax Expense

Our effective income tax rate in the ~~third~~first quarter of fiscal ~~2011~~2012 was ~~35.7%~~37.6%, compared ~~to 25.6%~~with a rate of 40.3% in the ~~third~~first quarter of fiscal ~~2010.~~2011. The ~~change~~decrease was due primarily to the ~~net~~ impact of the settlement of certain foreign tax matters in the comparable prior-year period. Our effective income tax rate in the first nine months of fiscal 2011 was 37.1%, compared to 36.7%, in the corresponding period of fiscal 2010. The increase in our effective income tax rate for the first nine months of fiscal 2011 was primarily caused by the previously noted impact of the settlement of certain foreign tax matters in the comparable prior-year period, partially offset by the timing impact of losses in certain foreign jurisdictions andincreased tax benefits ~~resulting~~ from ~~the sale of our Speakeasy business in the current fiscal year.~~

~~Noncontrolling Interest~~

The increase in noncontrolling interest during the third quarter and first nine months of fiscal 2011 compared to the prior-year periods was due to the higher net earnings of Best Buy Europe, in which Carphone Warehouse Group plc has a 50% noncontrolling interest.

~~Table of Contents~~foreign operations.

Segment Performance Summary

Domestic

~~Our Domestic segment’s gross profit improved modestly~~Following revenue growth in the ~~third~~first quarter of fiscal 2011, our Domestic segment experienced a modest revenue decline in the first quarter of fiscal 2012. Our focus on growth opportunities, such as ~~compared~~tablets, mobile phones and appliances, has delivered revenue gains in those areas. However, consumer demand remained constrained in certain categories, due to both macroeconomic pressures and product life-cycle trends. While these factors adversely affected retail store revenue, growth of our online channel continued, as revenue from our Domestic segment’s online operations increased 12%. Selective promotional activities helped mitigate these revenue pressures in the ~~prior-year period,~~first quarter of fiscal 2012, with a ~~continued rate improvement partially offset by a revenue decline. These factors, combined with an increase in SG&A, led to a modest decline in operating income.~~

~~We believe the revenue decline resulted primarily from a combination of weakness in several key consumer electronics industry product categories and a slight decline in~~corresponding impact on our estimated domestic market share. Consumers continue to be highly selective and cautious about how and when they make consumer electronics purchases. As a specialty retailer in the consumer electronics industry, the adoption of new technology and the timing of product life-cycles continue to play an important part in revenue trends. For example, slower than anticipated adoption of new technology in televisions, the increased availability of LED televisions at mass-market retailers, and significant product introductions in the prior year in mobile computing operating systems contributed to industry declines in the fiscal third quarter.gross profit rate.

The following table presents selected financial data for the Domestic segment ($ in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended
	November 27, 2010			November 28, 2009			November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
Revenue	$	8,710		$	8,931		$	25,069		$	24,730		$	7,859		$	7,923
Revenue % (decline) growth	(2.5		)%	9.0		%	1.4		%	4.0		%	(0.8		)%	5.3		%
Comparable store sales % (decline) gain	(5.0		)%	4.6		%	(1.7		)%	(1.0		)%	(2.4		)%	1.9		%
Gross profit													$	1,970		$	2,040
Gross profit as % of revenue	25.0		%	24.1		%	25.5		%	24.5		%	25.1		%	25.7		%
SG&A													$	1,736		$	1,742
SG&A as % of revenue	21.1		%	20.2		%	21.3		%	20.5		%	22.1		%	22.0		%
Operating income(1)	$	340		$	353		$	1,045		$	971
Operating income													$	234		$	298
Operating income as % of revenue	3.9		%	4.0		%	4.2		%	3.9		%	3.0		%	3.8		%

~~(1)~~Included within our Domestic segment’s operating income for the first nine months fiscal 2010 is $25 million of restructuring charges recorded in the fiscal first quarter related to measures we took to update our U.S. Best Buy store operating model, which resulted in the elimination of certain positions for which we incurred employee termination costs. These charges resulted in a decrease in our Domestic segment’s operating income rate of 0.1% of revenue for the first nine months of fiscal 2010. No restructuring charges were recorded in the first nine months of fiscal 2011.

The decrease in our Domestic segment’s operating income for the third quarter of fiscal 2011 was primarily due to decreased revenue and higher SG&A, partially offset by increased gross profit due to an improvement in the gross profit rate. The increase in our Domestic segment’s operating income for first nine months of fiscal 2011 was due primarily to increased revenue and gross profit, partially offset by higher SG&A. In addition, the first nine months of fiscal 2011 had no restructuring charges, further contributing to the increase in operating income as compared to the prior-year period.

The 2.5% decrease in revenue for the third quarter of fiscal 2011 was due primarily to a 5.0% comparable store sales decline, partially offset by the impact of net new stores opened during the past 12 months. In the first nine months of fiscal 2011, the 1.4% increase in revenue was primarily due to the impact of net new stores opened in the past 12 months, partially offset by a comparable store sales decline of 1.7%. Non-comparable sales channels had minimal impact on total revenue in the third quarter and first nine months of fiscal 2011. The components of our Domestic segment’s ~~net~~0.8% revenue ~~(decrease) increase~~decrease for the ~~three and nine months ended November 27, 2010,~~first quarter of fiscal 2012 were as follows:

Three months
ended
November
27, 2010

Nine months
ended
November
27, 2010

Comparable store sales impact

(4.8
)%
(1.6
)%
Non-comparable sales channels(1)

(0.3
)%
(0.1
)%
Net new stores

2.6
%
3.1
%
Total revenue (decrease) increase

(2.5
)%
1.4
%

Comparable store sales impact	(2.3	)%
Non-comparable sales channels1	(0.3	)%
Net new stores	1.8	%
Total revenue decrease	(0.8	)%

~~(1)~~ 1Non-comparable sales channels reflects the impact from revenue we earn from sales channels not included within our comparable store sales calculation.

~~Table of Contents~~

The following table reconciles the number of Domestic stores open at the beginning and end of the ~~third~~first quarters of fiscal ~~2011~~2012 and ~~2010:~~2011:

	Fiscal 2011					Fiscal 2010				Fiscal 2012					Fiscal 2011
	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	Total Stores at Beginning of First Quarter	Stores Opened	Stores Closed		Total Stores at End of First Quarter	Total Stores at Beginning of First Quarter	Stores Opened	Stores Closed		Total Stores at End of First Quarter
Best Buy	1,091	8	—		1,099	1,044	24	—	1,068	1,099	3	—		1,102	1,069	13	(1	)	1,081
Best Buy Mobile	109	48	—		157	48	21	—	69	177	21	—		198	74	6	—		80
Pacific Sales	35	—	—		35	35	—	—	35	35	—	—		35	35	—	—		35
Magnolia Audio Video	6	—	—		6	6	—	—	6	6	—	(1	)	5	6	—	—		6
Geek Squad	5	—	(5	)	—	6	—	—	6	—	—	—		—	6	—	(1	)	5
Total Domestic segment stores	1,246	56	(5	)	1,297	1,139	45	—	1,184	1,317	24	(1	)	1,340	1,190	19	(2	)	1,207

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The following table presents the Domestic segment’s revenue mix percentages and comparable store sales percentage changes by revenue category in the ~~third~~first quarters of fiscal ~~2011~~2012 and ~~2010:~~2011:

	Revenue Mix				Comparable Store Sales				Revenue Mix				Comparable Store Sales
	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	November 27, 2010		November 28, 2009		November 27, 2010		November 28, 2009		May 28, 2011		May 29, 2010		May 28, 2011		May 29, 2010
Consumer electronics	36	%	39	%	(10.6	)%	8.0	%
Home office	37	%	33	%	4.8	%	10.0	%
Entertainment software	15	%	16	%	(13.9	)%	(10.9	)%
Consumer Electronics									35	%	37	%	(6.8	)%	0.0	%
Computing and Mobile Phones1									40	%	37	%	4.7	%	9.7	%
Entertainment									12	%	13	%	(13.1	)%	(12.8	)%
Appliances	5	%	5	%	(0.1	)%	10.0	%	6	%	6	%	2.9	%	14.4	%
Services	6	%	6	%	(1.5	)%	0.4	%	6	%	6	%	0.8	%	(4.2	)%
Other	1	%	1	%	n/a		n/a		1	%	1	%	n/a		n/a
Total	100	%	100	%	(5.0	)%	4.6	%	100	%	100	%	(2.4	)%	1.9	%

1During the first quarter of fiscal 2012, the revenue category previously referred to as “Home Office” was renamed “Computing and Mobile Phones” to more clearly reflect the key products included within the revenue category. However, the composition of the products within this revenue category has not changed from previous periods’ disclosures.

The ~~product categories having~~following is a description of the ~~largest effect on~~notable comparable store sales changes in our Domestic segment by revenue category:

·Consumer Electronics: The 6.8% comparable store sales decline were televisions and entertainment software, which includes video gaming hardware and software, CDs and DVDs. Comparable store sales gains in mobile phones and mobile computing (consisting of notebook computers, netbooks and tablets) partially offset these declines. Revenue from our Domestic segment’s online operations increased 7% in the third quarter of fiscal 2011 and is incorporated in the table above.

~~The 10.6% comparable store sales decline in the consumer electronics revenue category~~ was driven primarily by ~~a decrease~~decreases in the sales of televisions, ~~as both~~resulting from a decline in average selling price and essentially flat unit sales, and ~~average selling prices declined during the third quarter~~digital imaging products, as natural disasters in Japan led to supply chain interruptions. The declines were partially offset by strong sales of ~~fiscal 2011.~~eReaders due to high customer interest and our broad assortment of such products.

·Computing and Mobile Phones: The ~~4.8%~~4.7% comparable store sales gain ~~in the home office revenue category was~~resulted primarily ~~the result of~~from increased sales of tablets and mobile phones, especially smartphones, due to strong consumer demand, new product introductions and the continued growth of Best Buy ~~Mobile, as well as gains in mobile computing.~~Mobile.

·Entertainment: The ~~13.9%~~13.1% comparable store sales decline ~~in the entertainment software revenue category~~ was mainly the result of ~~declining sales in video gaming hardware and software, partially caused by industry-wide softness combined with a decline in our market share, as well as~~ the continued decline in the sales of DVDs and CDs as consumers ~~preferences~~ shift from physical media to ~~digital~~online content. ~~The 1.5% comparable store sales decline~~Declines in the ~~services revenue category was due pr imarily to a decline in repair and home theater installation services, due in part to the decrease in television~~ sales ~~described above.~~

~~Despite a 2.5% decline in revenue, our Domestic segment~~of video gaming products experienced ~~gross profit growth of $26 million, or 1.2%,~~ in the ~~third~~fourth quarter of fiscal 2011 moderated in the first quarter of fiscal 2012, helped by the U.S. launch of the Nintendo 3DS gaming system.

·Appliances: The 2.9% comparable stores sales gain in appliances was due to focused promotions to match the seasonality of the appliance market.

·Services: The 0.8% comparable store sales gain was primarily due to a gain in the sales of warranties and other services related to mobile phones.

Our Domestic segment experienced a decrease in gross profit of $70 million, or 3.4%, in the first quarter of fiscal 2012 compared to the ~~third~~first quarter of fiscal ~~2010,~~2011, due to a gross profit rate ~~improvement.~~decline and decreased revenue volumes. The ~~0.9%~~0.6% of revenue ~~increase~~decrease in the gross profit rate ~~was driven by favorable mix and~~resulted from an unfavorable rate ~~impacts~~impact of ~~0.4%~~0.9% of revenue and ~~0.5%~~a favorable mix impact of 0.3% of revenue, ~~respectively, and~~which resulted primarily from the following factors:

· increased ~~sales~~utilization of ~~higher-margin mobile phones as a result of the growth in Best Buy Mobile;~~selective promotional activity;

· ~~improved promotional effectiveness~~industry-wide supply chain interruptions of higher-margin digital imaging products due to ~~lower costs~~the natural disasters in ~~financing programs and improved pricing strategies, particularly in appliances; and~~Japan;

· a ~~change~~decline in an annual vendor rebate highlighted in the ~~form of vendor funding for fiscal 2011, shifting more dollars to gross profit than SG&A;~~prior year;

·higher transportation costs;

· partially offset by increased sales of higher-margin mobile phones and accessories as a ~~more promotional environment~~result of the continued growth in ~~televisions.~~Best Buy Mobile.

We remain focused on controlling our costs, and our Domestic segment’s SG&A remained essentially flat, as costs driven by the opening of new stores were offset by decreased spending due to the timing of project related costs in the prior-year period. In addition, the Domestic segment’s SG&A rate increased only 0.1% of revenue, reflecting deleverage due to the comparable store sales decline, partially offset by the timing of project related costs in the prior-year period.

Our Domestic segment’s operating income decreased $64 million in the first ~~nine months~~quarter of fiscal ~~2011, our Domestic segment improved its~~2012, compared to the same period in the prior year, primarily due to a decrease in the gross profit rate ~~by 1.0% of revenue. The primary drivers of the rate increase were the growth of our Best Buy Mobile business; improved promotional effectiveness due to lower costs~~and a decrease in financing programs, lower loyalty program costs and improved pricing strategies; and the change in the form of vendor funding. A more promotional environment in televisions partially offset these rate gains. Our Domestic segment’s mix of revenue, ~~had no net effect on the segment’s gross profit rate,~~ as ~~growth in sales at our higher-margin Best Buy Mobile business was offset by growth in sales of lower-margin mobile computing products.~~SG&A spending remained essentially flat.

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Our Domestic segment’s SG&A grew $39 million, or 2.2%, in the third quarter of fiscal 2011 compared to the prior-year period. The increase in SG&A was principally driven by the opening of new stores and an increase in the Best Buy Mobile profit share-based management fee, partially offset by lower incentive compensation costs. The following factors collectively contributed to the Domestic segment’s SG&A rate increase of 0.9% of revenue:

·~~deleverage due to the 2.5% revenue decline;~~

·continued growth of Best Buy Mobile (including the profit share-based management fee paid to Best Buy Europe, which is offset in the International segment SG&A results and therefore has no net impact on our consolidated operating income); and

·~~the change in the form of vendor funding as discussed above;~~

·~~partially offset by lower incentive compensation costs.~~

In the first nine months of fiscal 2011, our Domestic segment’s SG&A grew $292 million, or 5.8%, and our SG&A rate increased by 0.8% of revenue. The increase in both SG&A and the SG&A rate was driven by the opening of new stores, the continued growth of Best Buy Mobile, increased spending for several key initiatives and the change in the form of vendor funding, partially offset by lower incentive compensation costs.

International

~~While challenging economic conditions persisted~~Our Five Star operations in ~~many of the countries~~China continued to drive growth in ~~which we operate,~~revenue and operating income in our International ~~segment saw~~segment. Despite a modest comparable store sales ~~gains~~decline reported by our Canada operations as a result of the continuation of macroeconomic and product life-cycle pressures similar to those experienced in our Domestic segment, gross profit rate improvements inhelped contribute to operating income growth in the ~~third quarter and first nine months of fiscal 2011. The key drivers behind these improvements included an increase~~quarter. Finally, in the face of a constrained economy, our Europe operations experienced revenue growth, as increased wholesale and business-to-business sales helped to offset the modest comparable store sales decline. Additionally, while the start-up costs of higher-margin post-pay mobile phone contracts in Europe, improved promotional effectiveness in key product categories in Canada and growth in consumer spending and temporary government stimulus programs in China. In addition, an increaseour large-format stores in the ~~Best Buy Mobile profit share-based management fee paid to Best Buy Europe had a positive impact on~~U.K. negatively affected the segment’s operating ~~income. We have also experienced continued revenue growth through~~income, lower SG&A spending in our ~~expansion of large-format~~small-format stores in ~~Europe, China, Mexico~~the quarter more than offset these costs and ~~Turkey.~~resulted in improved operating income.

The following table presents selected financial data for the International segment ($ in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended
	November 27, 2010			November 28, 2009			November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
Revenue	$	3,180		$	3,093		$	8,947		$	8,411		$	3,081		$	2,864
Revenue % growth	2.8		%	(6.4		)%	6.4		%	29.2		%	7.6		%	11.4		%
Comparable store sales % gain (decline)	2.3		%	(6.7		)%	4.2		%	(8.8		)%
Comparable store sales % gain													0.4		%	6.3		%
Gross profit													$	798		$	753
Gross profit as % of revenue	25.2		%	25.4		%	25.7		%	25.3		%	25.9		%	26.3		%
SG&A													$	748		$	738
SG&A as % of revenue	23.8		%	24.7		%	25.0		%	25.2		%	24.3		%	25.8		%
Operating income (loss)(1)	$	45		$	23		$	64		$	(19	)
Operating income (loss) as % of revenue	1.4		%	0.7		%	0.7		%	(0.2		)%
Operating income													$	48		$	15
Operating income as % of revenue													1.5		%	0.5		%

~~(1)~~Included within our International segment’s operating loss for the first nine months of fiscal 2010 is $27 million of restructuring charges recorded in the fiscal first quarter primarily related to employee termination benefits and business reorganization costs in Best Buy Europe. These charges resulted in a decrease in our International segment’s operating income of 0.3% of revenue for the first nine months of fiscal 2010. No restructuring charges were recorded in the first nine months of fiscal 2011.

The increase in our International segment’s operating income in the third quarter of fiscal 2011 resulted primarily from higher operating income in Europe and China, partially offset by costs associated with the operation of new stores in Mexico and Turkey. The increase in our International segment’s operating income in the first nine months of fiscal 2011 resulted primarily from higher operating income in Europe, Canada and China, partially offset by costs associated with the operation of new stores in Mexico and Turkey. An increase in the Best Buy Mobile profit share-based management fee was a leading driver of the increased operating income in Europe in both the third quarter and first nine months of fiscal 2011. In addition, the first nine months of fiscal 2010 also included $27 million of restructuring charges compared to no restructuring charges in the first nine months of fiscal 2011, further c ontributing to the increase in operating income compared to the prior-year period.

The 2.8% increase in revenue for the third quarter of fiscal 2011 was due principally to the impact of new stores opened during the past 12 months and a 2.3% comparable store sales gain, partially offset by the negative impact of foreign currency exchange rate fluctuations. In the first nine months of fiscal 2011, the 6.4% increase in revenue was due to a 4.2% comparable store sales gain, the favorable impact of foreign currency exchange rate fluctuations and the impact of new stores opened in the past 12 months. Changes in revenue from non-comparable sales channels had a minimal impact on the revenue increase for the third quarter of fiscal 2011, but partially offset the revenue increase in the first nine months of fiscal 2011. The increase in comparable store sales in both the third quarter and the first nine months of fiscal 2011 was the result of gains in Europe and China, partially offset by declines in Ca nada. The components of our International segment’s ~~net~~7.6% revenue increase for the ~~three and nine months ended November 27, 2010,~~first quarter of fiscal 2012 were as follows:

~~Table of Contents~~

Three months
ended
November
27, 2010

Nine months
ended
November
27, 2010

Net new stores

2.2
%
2.4
%
Comparable store sales impact

1.9
%
3.5
%
Non-comparable sales channels(1)

0.1
%
(1.3
)%
Impact of foreign currency exchange rate fluctuations

(1.4
)%
2.6
%
One less week of revenue(2)

n/a

(0.8
)%
Total revenue increase

2.8
%
6.4
%

Favorable impact of foreign currency	4.6	%
Net new stores	2.3	%
Non-comparable sales channels1	0.4	%
Comparable store sales impact	0.3	%
Total revenue increase	7.6	%

The following table reconciles the number of International stores open at the beginning and end of the ~~third~~first quarters of fiscal ~~2011~~2012 and ~~2010:~~2011:

	Fiscal 2011					Fiscal 2010					Fiscal 2012					Fiscal 2011
	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	Total Stores at Beginning of First Quarter	Stores Opened	Stores Closed		Total Stores at End of First Quarter	Total Stores at Beginning of First Quarter	Stores Opened	Stores Closed		Total Stores at End of First Quarter
Best Buy Europe — small box(1)	2,436	14	(26	)	2,424	2,450	29	(31	)	2,448
Best Buy Europe — big box(2)	3	1	—		4	—	—	—		—
Best Buy Europe — small box1											2,440	15	(26	)	2,429	2,453	10	(33	)	2,430
Best Buy Europe — big box2											6	—	—		6	—	—	—		—
Canada
Future Shop	145	1	—		146	142	1	—		143	146	—	—		146	144	—	—		144
Best Buy	70	1	—		71	60	4	—		64	71	—	—		71	64	2	—		66
Best Buy Mobile	6	4	—		10	3	1	—		4	10	5	—		15	4	—	—		4
China
Five Star	159	—	—		159	165	—	(1	)	164	166	5	—		171	158	—	—		158
Best Buy	8	—	—		8	6	—	—		6	8	—	(8	)	—	6	1	—		7
Mexico
Best Buy	5	1	—		6	1	1	—		2	6	—	—		6	5	—	—		5
Turkey
Best Buy	2	—	—		2	—	—	—		—
Best Buy3											2	—	—		2	1	—	—		1
Total International segment stores	2,834	22	(26	)	2,830	2,827	36	(32	)	2,831	2,855	25	(34	)	2,846	2,835	13	(33	)	2,815

~~(1)~~1 Represents small-format The Carphone Warehouse and The Phone House stores.

~~(2)~~2 Represents large-format Best Buy branded ~~large-format~~ stores in the U.K.

3In February 2011, we announced plans to exit the Turkey market; however, these stores remained open as of the end of the first quarter of fiscal 2012.

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The following table presents revenue mix percentages and comparable store sales percentage changes for the International segment by revenue category in the ~~third~~first quarters of fiscal ~~2011~~2012 and ~~2010:~~2011:

	Revenue Mix				Comparable Store Sales				Revenue Mix				Comparable Store Sales
	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	November 27, 2010		November 28, 2009		November 27, 2010		November 28, 2009		May 28, 2011		May 29, 2010		May 28, 2011		May 29, 2010
Consumer electronics	19	%	18	%	(2.5	)%	(18.3	)%
Home office	57	%	55	%	3.0	%	(3.3	)%
Entertainment software	6	%	7	%	(14.8	)%	(13.6	)%
Consumer Electronics									18	%	19	%	(8.6	)%	2.7	%
Computing and Mobile Phones1									59	%	56	%	4.5	%	6.2	%
Entertainment									4	%	5	%	(13.6	)%	(6.2	)%
Appliances	9	%	8	%	26.5	%	(6.8	)%	10	%	9	%	11.4	%	28.0	%
Services	9	%	12	%	0.9	%	5.3	%	9	%	11	%	(5.2	)%	2.8	%
Other	<1	%	<1	%	n/a		n/a		<1	%	<1	%	n/a		n/a
Total	100	%	100	%	2.3	%	(6.7	)%	100	%	100	%	0.4	%	6.3	%

~~The product categories having~~1During the ~~largest impact on our International segment’s comparable store sales gain in the third~~first quarter of fiscal ~~2011 were appliances, mobile phones~~2012, the revenue category previously referred to as “Home Office” was renamed “Computing and ~~mobile computing. Increased sales in these product categories were partially offset by declines in~~Mobile Phones” to more clearly reflect the ~~sales~~key products included within the revenue category. However, the composition of ~~entertainment hardware and software.~~the products within this revenue category has not changed from previous periods’ disclosures.

The ~~2.5%~~following is a description of the notable comparable store sales changes in our International segment by revenue category:

·Consumer Electronics: The 8.6% comparable store sales decline ~~in the consumer electronics revenue category resulted~~was driven primarily ~~from~~by decreases in the sales of televisions ~~MP3 players, and navigation products~~ in Canada, which faced market conditions similar to ~~our Domestic segment.~~the U.S., and digital imaging products, as a result of natural disasters in Japan leading to supply chain interruptions.

·Computing and Mobile Phones: The ~~3.0%~~4.5% comparable store sales gain resulted primarily from an increase in the ~~home office revenue category mainly resulted from comparable store~~ sales ~~gains in~~of mobile computing devices due to strong tablet sales throughout the International segment and increased sales of mobile phones, particularly higher priced smartphones. Partially offsetting these gains were declines in the sales of desktops and monitors, as consumer preference continued to shift toward mobile ~~computing.~~

computing devices.

37·

~~Table of Contents~~Entertainment:

The ~~14.8%~~13.6% comparable store sales decline ~~in the entertainment software revenue category~~ reflected ~~a decrease~~decreases in the sales of video gaming hardware and software, ~~and continued decreases in the sales of~~ DVDs and CDs.

·Appliances: The ~~26.5%~~11.4% comparable store sales gain in ~~the~~ appliances ~~revenue category resulted~~was primarily ~~from~~due to increases in the sales of appliances, ~~within~~especially air conditioners, in our ~~China~~Five Star operations, ~~where growth~~as customers anticipated price increases in ~~consumer spending and government stimulus programs continued to contribute to stronger sales.~~the near future.

·Services: The ~~0.9%~~5.2% comparable store sales ~~gain~~decline was primarily due to a decrease in the ~~services revenue category was due primarily to increased sales of~~customer base in our mobile ~~phone warranty contracts~~virtual network operator and fixed line services in Europe, as ~~a result of an increase in the sales mix of higher-priced smartphones.~~well as increased promotional activity to attract new customers to these services.

Our International segment experienced gross profit growth of ~~$15~~$45 million, or ~~1.9%, in the third quarter of fiscal 2011 and $170 million, or 8.0%~~6.0%, in the first ~~nine months of fiscal 2011. The increase in gross profit in the third~~ quarter of fiscal ~~2011 was driven by~~2012, resulting from the favorable impact of foreign currency exchange rate fluctuations and increased ~~revenue, as the gross profit rate decreased slightly.~~revenue. The ~~0.2%~~0.4% of revenue ~~decline~~decrease in the gross profit rate ~~in the third quarter of fiscal 2011 reflects~~reflected an unfavorable mix impact of ~~0.7%~~0.4% of revenue ~~partially offset by~~and a ~~favorable~~flat rate ~~impact of 0.5% of revenue.~~impact. The unfavorable mix ~~impact~~ resulted primarily from growth in our ~~lower-margin~~ China business, ~~and~~which has a ~~decrease in the mix of our higher-margin Europe business, while the favorable~~relatively lower gross profit rate. The flat rate impact was ~~the result of gains~~driven by improved margins in Canada, ~~driven by rate improvements~~especially in televisions, mobile ~~computing.~~

~~In the first nine months of fiscal 2011, the 0.4% of revenue improvement~~phones and MP3 players, and in ~~the gross profit rate reflects a favorable rate impact of 1.0% of revenue, partially offset by 0.6% of revenue unfavorable mix impact. The rate favorability was largely~~Five Star as a result of improved promotional effectiveness and higher vendor rebates, offset by a lower gross profit rate in ~~Canada, especially in mobile computing~~Europe due to increased wholesale and video gaming, and an increase in the sales of higher-margin post-pay mobile phone contracts in Europe. The unfavorable mix impact resulted primarily from growth in our lower-margin China business, as well as decreased mix from our higher-margin Europe business in the first nine months of fiscal 2011.business-to-business sales.

~~In the third quarter of fiscal 2011, our~~Our International segment’s SG&A ~~decreased $7~~grew $10 million, or ~~0.9%~~1.4%, driven ~~mainly~~ by ~~a decrease in Europe due to the higher Best Buy Mobile profit share-based management fee and~~ the impact of foreign currency exchange rate ~~fluctuations, partially offset by increased spending associated with new store openings across the segment and increased advertising costs.~~fluctuations. Excluding the impact of foreign currency ~~rate~~ fluctuations, our International segment’s SG&A ~~was flat in the third quarter of fiscal 2011.~~decreased by $19 million. The ~~0.9%~~1.5% of revenue decrease in the SG&A rate was driven primarily by ~~a rate~~lower spending in Europe, specifically in our small-format stores, where store payroll costs decreased due to labor model efficiencies. Partially offsetting the decrease in the SG&A rate in Europe ~~due to the higher~~was increased spending in our large-format Best Buy ~~Mobile profit share-based management fee and~~branded stores in the ~~favorable mix impact from both growth in our lower-rate China business and~~U.K. In addition, a decrease in support costs for our International segment and lower ongoing expenses due to restructuring actions in China and Turkey contributed to the ~~sales mix of our higher-rate Europe business. These improvements were partially offset by rate increas es~~decrease in ~~Canada primarily caused by~~ the ~~deleveraging impact of its comparable store sales decline and increased advertising costs.~~SG&A rate.

~~In the first nine months of fiscal 2011,~~The increase in our International segment’s ~~SG&A grew $114, or 5.4%, due to~~operating income resulted from improved operating income throughout our International segment, especially Canada and our Five Star operations. The increase in operating income was the ~~impact~~result of ~~foreign currency exchange rate fluctuations,~~ increased ~~spending related to new store openings~~revenue and ~~increased advertising costs. Excluding~~a significant improvement in the ~~impact of foreign currency exchange rate fluctuations, SG&A grew only 2.4%. The~~ SG&A rate, remained relatively flat in the first nine months of fiscal 2011, as the deleveraging impact of the comparable store sales decline and increased advertising costs in Canada were offset by the favorable mix impact from both growth in our lower-rate China business andwith only a modest decrease in the ~~sales mix~~gross profit rate.

Table of ~~our higher-rate Europe business, as well a rate decrease in Europe due to the higher Best Buy Mobile profit share-based management fee.~~Contents

Liquidity and Capital Resources

We continue to closely manage our liquidity and capital resources. The key variables we use to manage liquidity requirements and investments to support our growth strategies include ~~variable~~discretionary SG&A spending, capital expenditures, credit facilities and short-term borrowing arrangements, working capital and our share repurchase program.

Capital expenditures, particularly with respect to opening new stores and remodeling existing stores, is a 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. In ~~fiscal 2010 and~~both fiscal 2011 and 2010, we ~~have~~ moderated our capital spending in response to the challenging economic ~~environment.~~environment relative to our recent historical trend. We plan to continue to focus on investing in profitable growth areas, such as Best Buy Mobile and our Five Star operations in China, while moderating large-format store square footage growth in our mature markets.

Summary

The following table summarizes our cash and cash equivalents and short-term investments balances at ~~November 27, 2010;~~May 28, 2011, February ~~27, 2010;~~26, 2011, and ~~November 28, 2009~~May 29, 2010 ($ in millions):

November 27,
2010

February 27,
2010

November 28,
2009

Cash and cash equivalents

$
925

$
1,826

$
564

Short-term investments

2

90

93

Total cash and cash equivalents and short-term investments

$
927

$
1,916

$
657

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	May 28, 2011		February 26, 2011		May 29, 2010
Cash and cash equivalents	$	2,208	$	1,103	$	1,239
Short-term investments	20		22		205
Total cash and cash equivalents and short-term investments	$	2,228	$	1,125	$	1,444

The increase in the balance of our cash and cash equivalents and short-term investments compared with the end of the ~~third~~first quarter of fiscal ~~2010~~2011 was due primarily to increased cash generated from operations and ~~cash provided by~~ the ~~sale~~issuance of ~~investments,~~long-term debt securities in the first quarter of fiscal 2012, partially offset by increased cash used to repurchase common stock, cash used to reduce short-term debt and cash used for capital expenditures. The decrease in our short-term investments balance compared with the third quarter of fiscal 2010 was due to the sale of the remaindershares of our ~~short-term investments in auction rate securities (“ARS”) marketed and sold to us by UBS AG and its affiliates.~~common stock.

Other Financial Measures

Our current ratio, calculated as current assets divided by current liabilities, was ~~1.1~~1.3 at the end of the ~~third~~first quarter of fiscal ~~2011,~~2012, compared with 1.2 at the end of ~~fiscal 2010~~both the first and ~~1.0 at the end of the third quarter~~fourth quarters of fiscal ~~2010.~~2011. The modest increase ~~in our current ratio from the third quarter of fiscal 2010~~ was due primarily to an increase in ~~our merchandise inventories,~~cash from the issuance of long-term debt securities in the first quarter of fiscal 2012, partially offset by ~~a corresponding~~an increase in ~~accounts payable.~~the current portion of long-term debt.

Our debt to net earnings ratio increased to 1.6 at the end of the first quarter of fiscal 2012, compared with 1.3 at the end of fiscal 2011 and 0.9 at the end of the first quarter of fiscal 2011, driven primarily by increased debt as a result of the issuance of long-term debt securities in the first quarter of fiscal 2012. Our adjusted debt to earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) ratio, decreased to 2.4 at the end of the third quarter of fiscal 2011, compared with 2.5 at the end of fiscal 2010 and 2.7 at the end of the third quarter of fiscal 2010, primarily due to increased net earnings.

~~Our adjusted debt to EBITDAR ratio,~~ which includes capitalized operating lease obligations in its calculation, increased to 2.6 at the end of the first quarter of fiscal 2012, compared with 2.5 at the end of fiscal 2011 and 2.4 at the end of the first quarter of fiscal 2011, primarily due to an increase in debt.

Our adjusted debt to EBITDAR ratio is considered a ~~non-GAAP~~non GAAP financial measure and should be considered in addition to, rather than as a substitute for, the most directly comparable ratio determined in accordance with ~~GAAP.~~accounting principles generally accepted in the U.S. (“GAAP”). We have included this information in our MD&A as we view the adjusted debt to EBITDAR ratio as an important indicator of our creditworthiness. Furthermore, we believe that our adjusted debt to EBITDAR ratio is important for understanding our financial position and provides meaningful additional information about our ability to service our ~~long-term~~long term debt and other fixed obligations and to fund our future growth. We also believe our adjusted 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 ~~estat e~~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.

Our adjusted debt to EBITDAR ratio is calculated as follows:

Adjusted debt to EBITDAR =		Adjusted debt
Adjusted debt to EBITDAR =	EBITDAR	~~EBITDAR~~

The most directly comparable GAAP financial measure to our adjusted 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 debt to net earnings ratio decreased to 1.2 at the end~~

Table of ~~the third quarter of fiscal 2011, compared with 1.3 at the end of fiscal 2010 and 1.6 at the end of the third quarter of fiscal 2010.~~Contents

The following table presents a reconciliation of our debt to net earnings ratio and our adjusted debt to EBITDAR ratio ($ in millions):

	November 27, 2010 (1)		February 27, 2010 (1)		November 28, 2009 (1)		May 28, 2011 1		February 26, 2011 1		May 29, 2010 1
Debt (including current portion)	$	1,824	$	1,802	$	1,881	$	2,180	$	1,709	$	1,324
Capitalized operating lease obligations (8 times rental expense) (2)	9,196		9,013		8,978
Capitalized operating lease obligations (8 times rental expense) 2							9,416		9,271		9,136
Adjusted debt	$	11,020	$	10,815	$	10,859	$	11,596	$	10,980	$	10,460

Net earnings including noncontrolling interests(3)	$	1,488	$	1,394	$	1,171
Net earnings including noncontrolling interests3							$	1,348	$	1,366	$	1,419
Interest expense, net	41		40		47		44		36		37
Income tax expense	864		802		716		692		714		797
Depreciation and amortization expense (4)	981		930		977
Depreciation and amortization expense 4							1,140		1,145		955
Rental expense	1,149		1,127		1,122		1,177		1,159		1,122
EBITDAR	$	4,523	$	4,293	$	4,033	$	4,401	$	4,420	$	4,330

Debt to net earnings ratio	1.2		1.3		1.6		1.6		1.3		0.9
Adjusted debt to EBITDAR ratio	2.4		2.5		2.7		2.6		2.5		2.4

~~(1)~~1 Debt is reflected as of the respective balance sheet dates, while rental expense and the other components of EBITDAR represent activity for the 12 months ended as of each of the respective dates.

~~(2)~~2 The multiple of eight times annual rental 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~~rates our creditworthiness, and we consider it to be an appropriate multiple for our lease portfolio.

~~(3)~~ 3We utilize net earnings including noncontrolling interests within our calculation as the earnings and related cash flows attributable to noncontrolling interests are available to service our debt and operating lease commitments.

~~(4)~~4 Depreciation and amortization expense includes impairments of fixed assets, investments, goodwill and intangible assets.

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Cash Flows

The following table summarizes our cash flows for the first ~~nine~~three months of ~~the current~~fiscal 2012 and ~~prior fiscal years~~2011 ($ in millions):

	Nine Months Ended						Three Months Ended
	November 27, 2010			November 28, 2009			May 28, 2011			May 29, 2010
Total cash provided by (used in):
Operating activities	$	545		$	679		$	1,324		$	169
Investing activities	(361		)	(405		)	(186		)	(254		)
Financing activities	(1,093		)	(208		)	(37		)	(494		)
Effect of foreign currency exchange rate fluctuations on cash	8			—
(Decrease) increase in cash and cash equivalents	$	(901	)	$	66
Effect of exchange rate changes on cash							4			(8		)
Increase (decrease) in cash and cash equivalents							$	1,105		$	(587	)

Cash provided by operating activities in the first ~~nine~~three months of fiscal ~~2011~~2012 was ~~$545 million,~~$1.3 billion, compared with ~~$679~~$169 million in the first ~~nine~~three months of fiscal ~~2010.~~2011. The ~~decrease was due~~substantial inflows generated in the first quarter of fiscal 2012 were primarily ~~to higher incentive compensation payments made in fiscal 2011. An increased level~~related to:

·Normalization of ~~inventory~~receivable balances at the end of the first quarter fiscal ~~third quarter as compared~~2012, following unusually high balances at the end of fiscal 2011, due to the ~~prior-year period was largely~~timing of the receipt of certain large receivables; and

·Normalization of accounts payable at the end of the first quarter of fiscal 2012, following unusually low balances at the end of fiscal 2011 due to the timing of merchandise receipts in the fourth quarter;

·Partially offset by ~~a corresponding increase~~growth in ~~accounts payable.~~inventory, primarily related to growth areas such as mobile phones, as well as the timing of inventory receipts during the quarter.

Cash used in investing activities in the first ~~nine~~three months of fiscal ~~2011~~2012 was ~~$361~~$186 million, compared with ~~$405~~$254 million in the first ~~nine~~three months of fiscal ~~2010.~~2011. The ~~decrease~~decline in cash used was due ~~primarily~~ to ~~our sale of ARS during~~less investment purchases in the first ~~nine months~~quarter of fiscal ~~2011.~~2012 compared to the prior-year period.

Cash used in financing activities in the first ~~nine~~three months of fiscal ~~2011~~2012 was ~~$1.1 billion,~~$37 million, compared with ~~cash used of $208~~$494 million for the first ~~nine~~three months of fiscal ~~2010.~~2011. The change was primarily the result of the issuance of $1 billion of long-term debt securities in the first three months of fiscal 2012, partially offset by an increase in cash used to repurchase shares of our common ~~stock in the first nine months~~stock.

Table of ~~fiscal 2011.~~Contents

Share Repurchases and Dividends

For the three months ended May 28, 2011, we repurchased and retired 16.6 million shares of our common stock at a cost of $505 million. We repurchased and retired ~~10.9~~2.5 million shares of our common stock at a cost of ~~$423~~$111 million ~~for~~during the three months ended ~~November 27, 2010, and 30.7 million shares at a cost of $1.1 billion for the nine months ended November 27,~~May 29, 2010. We have ~~$1.4 billion~~$802 million available for future repurchases at ~~November 27, 2010,~~May 28, 2011, under our June 2007 share repurchase program. ~~No repurchases were made during~~Repurchased shares have been retired and constitute authorized but unissued shares.

In June 2011, subsequent to the ~~three~~end of the first quarter of fiscal 2012, our Board of Directors authorized a new $5.0 billion share repurchase program. The June 2011 program terminated and ~~nine months ended November 28, 2009.~~replaced our prior $5.5 billion share repurchase program authorized in June 2007. There is no expiration date governing the period over which we can repurchase shares under the June 2011 share repurchase program.

During the ~~third~~first quarter of fiscal ~~2011,~~2012, we paid our regular quarterly cash dividend of $0.15 per common share, or ~~$60~~$58 million in the aggregate. During the same period one year ago, we paid a regular quarterly cash dividend of $0.14 per common share, or ~~$58~~$59 million in the aggregate. As announced on ~~December~~June 15, ~~2010,~~2011, our Board of Directors authorized payment of our next regular quarterly cash dividend of $0.15 per common share, payable on ~~January 25,~~July 26, 2011, to shareholders of record as of the close of business on ~~January~~July 5, 2011.

On June 21, 2011, our Board of Directors announced an increase in our quarterly cash dividend to $0.16 per common share, a 7% increase compared with the existing quarterly dividend of $0.15 per common share. The change will be effective with the quarterly dividend which, if authorized, would be payable on October 25, 2011, to shareholders of record as of October 4, 2011.

Sources of Liquidity

Funds generated by operating activities, available cash and cash equivalents, and our credit facilities continue to be our most significant sources of liquidity. We believe our sources of liquidity will be sufficient to sustain operations and to finance anticipated expansion plans and strategic ~~initiatives for the remainder of fiscal 2011.~~initiatives. However, in the event our liquidity is insufficient, we may be required to limit our ~~capital expenditures related to~~ future expansion plans or we may not be able to pursue business opportunities. 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 a $2.3 billion five-year unsecured revolving credit facility, as amended (the “Credit Facility”), with a syndicate of banks, with ~~$500 million of~~no borrowings outstanding at November 27, 2010. The outstanding balance was fully paid off in the week following the end of our fiscal third quarter, and no borrowings were outstanding on the Credit Facility as of December 30, 2010.May 28, 2011. The Credit Facility expires in September 2012. At June 28, 2011, we had no borrowings outstanding under the Credit Facility.

We also have ~~$788~~$577 million available under secured and unsecured revolving credit and demand facilities related to our International segment operations, of which ~~$190~~$39 million was outstanding at ~~November 27, 2010.~~

We previously had a revolving credit line with UBS AG and its affiliates (collectively, “UBS”) secured by the par value of our UBS-brokered ARS. However, pursuant to the settlement described in Note 2, ~~Investments~~, of Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, the revolving credit line expired by its terms during the second quarter of fiscal 2011 when UBS bought back all of our UBS-brokered ARS.

~~Table of Contents~~May 28, 2011.

Our ability to access our facilities is subject to our compliance with the terms and conditions of ~~our~~such facilities, including financial covenants. The financial covenants require us to maintain certain financial ratios. At ~~November 27, 2010,~~May 28, 2011, we were in compliance with all such financial covenants. If an event of default were to occur with respect to ~~one or more~~any of our other debt, ~~agreements,~~ it ~~could~~would likely constitute an event of default under ~~other agreements~~our facilities as well.

Our credit ratings and outlooks at ~~December 30, 2010,~~June 28, 2011, are summarized below. In June ~~2010,~~2011, Fitch Ratings Ltd. (“Fitch”) ~~reaffirmed~~lowered our rating from BBB+ ~~rating,~~with a negative outlook to BBB– with a stable outlook, citing increased economic pressures and ~~raised the outlook from negative to stable, citing our improvement in comparable store sales~~competition in the ~~third~~consumer electronics industry. This change had no impact on our current borrowing costs, and ~~fourth quarters of fiscal 2010 and~~we believe it will not have a material impact on our ability to ~~maintain steady operating margins~~raise further debt financing in the future or the prospective borrowing costs associated with such debt. The ratings and ~~credit metrics in fiscal 2010. The ratings~~outlooks issued by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“Standard & Poor’s”) are consistent with the ratings and outlooks reported in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~26, 2011.

Rating Agency	Rating	Outlook
Fitch	~~BBB+~~BBB–	Stable
Moody’s	Baa2	Stable
Standard & Poor’s	BBB–	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. ~~We are not aware of any reasonable circumstances under which~~If further changes in our credit ratings ~~would be significantly downgraded. If a downgrade~~ were to occur, itthey could ~~adversely~~ impact, among other things, our future borrowing costs, access to capital markets, vendor financing terms and future new-store leasing costs. In addition, the conversion rights of the holders of our convertible debentures could be accelerated if our credit ratings were to be ~~downgraded.~~downgraded by Moody’s and Standard & Poor’s to below Ba2 and BB, respectively.

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~~Auction-Rate~~Auction Rate Securities and Restricted Cash ~~and Short-Term Investments~~

At ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ we had ~~$131~~$99 million and ~~$284~~$233 million, respectively, invested in ~~ARS~~auction rate securities (“ARS”) recorded at fair value within short-term investments and equity and other investments (long-term) in our condensed consolidated balance ~~sheet.~~sheets. Subsequent to ~~November 27, 2010,~~May 28, 2011, and through ~~December 30, 2010,~~June 28, 2011, we sold $8an additional $2 million of ARS at par value. The majority of our ARS portfolio is AAA/Aaa-rated and collateralized by student loans, which are guaranteed 95% to 100% by the U.S. government. ~~Since~~Due to the auction failures that began in February 2008, we have been ~~able~~unable to liquidate many of our ARS. ~~However, the~~The investment principal associated with our remaining ARS subject to failed auctions will not be accessible until successful auctions occur, a buyer is found outside of the auction process, the issuers establish a different form of financing to replace these securities or final payments are due according ~~t o~~to the contractual maturities of the debt issues, which range from ~~six~~five to 3332 years. We intend to hold our remaining ARS until we can recover the full principal amount through one of the means described above, and have the ability to do so based on our other sources of liquidity.

Our liquidity also is affected by restricted cash ~~and short-term investment~~ balances that are pledged as collateral or restricted to use for vendor payables, general liability insurance, workers’ compensation insurance and customer warranty and insurance programs. Restricted cash and cash equivalents, ~~and short-term investments,~~ which are included in other current assets, ~~remained relatively flat at $484~~were $489 million, ~~$482~~$488 million and ~~$480~~$465 million at ~~November 27,~~May 28, 2011, February 26, 2011, and May 29, 2010, ~~February 27, 2010, and November 28, 2009,~~ respectively.

Debt and Capital

At ~~November 27, 2010,~~May 28, 2011, we had short-term debt outstanding under our various credit and demand facilities of ~~$690~~$39 million, ~~an increase~~a decrease from ~~$663~~$557 million at February ~~27, 2010,~~26, 2011, and a$197 million at May 29, 2010. The decrease from ~~$741 million at November 28, 2009. Over~~ the ~~past year, our short-term debt balance has decreased as a~~prior-year period is the result of ~~lower~~decreased borrowings ~~under~~on our Europe revolving facility due to increased cash generated from our European ~~facilities, partially offset~~operating activities.

2016 and 2021 Notes

In March 2011, we issued $350 million principal amount of notes due March 15, 2016 (the “2016 Notes”) and $650 million principal amount of notes due March 15, 2021 (the “2021 Notes”, and together with the 2016 Notes, the “Notes”). The 2016 Notes bear interest at a fixed rate of 3.75% per year, while the 2021 Notes bear interest at a fixed rate of 5.50% per year. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2011. The Notes were issued at a slight discount to par, which when coupled with underwriting discounts of $6 million, resulted in net proceeds from the sale of the Notes of $990 million.

The Notes are unsecured and unsubordinated obligations and rank equally with all of our other unsecured and unsubordinated debt. The Notes contain covenants that, among other things, limit our ability to incur debt secured by ~~increased borrowing on our Credit Facility~~liens or to ~~fund seasonal working capital requirements.~~ enter into sale and lease-back transactions.

See Note 6, Debt, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010,~~26, 2011, for additional information regarding our debt.

Off-Balance-Sheet Arrangements and Contractual Obligations

Our liquidity is not dependent on the use of ~~off-balance-sheet~~off-balance sheet financing arrangements other than in connection with our operating leases.

There has been no material change in our contractual obligations other than as set forth above an in the ordinary course of business since the end of fiscal ~~2010.~~2011. See our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010,~~26, 2011, for additional information regarding our off-balance-sheet arrangements and contractual obligations.

~~Table of Contents~~

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 February ~~27, 2010.~~26, 2011. We discuss our critical

Table of Contents

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 February ~~27, 2010.~~26, 2011. There has been no significant change in our significant accounting policies or critical accounting estimates since the end of fiscal ~~2010.~~2011.

New Accounting Standards

See Note 1, Basis of Presentation, of Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impacts on our results of operations, financial position, and cash flows.

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,” “believe,” “estimate,” “expect,” “intend,” “foresee,” “plan,” “project,” “outlook,” and other words and terms of similar meaning. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated results expressed 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 February ~~27, 2010,~~26, 2011, for a description of important factors that could cause our future 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 ~~our~~ actual ~~future~~our results and outcomes to differ materially from those ~~projected~~contained in such forward looking statements are the following: general economic conditions, changes in consumer preferences, credit market constraints, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of competitors, profit margins, weather, natural or man-made disasters, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, our ability to react to a disaster recovery situation, the impact of labor markets and new product introductions on our overall profitability, failure to achieve anticipated benefits of announced transactions and integration challenges relating to new ventures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In addition to the risks inherent in our operations, we are exposed to certain market risks, including adverse changes in foreign currency exchange rates and interest rates.

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 contracts to manage foreign currency exposure to certain forecasted inventory purchases, revenue streams and recognized receivable and payable balances. Our primary objective in holding derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. Our foreign currency risk management strategy includes cash flow hedges as well as derivatives that are not designated as hedging instruments. The contracts have terms of up to three years. The aggregate notional amount and fair value recorded on our condensed consolidated balance ~~sheet~~sheets related to our foreign exchange forward and swap contracts outstanding was ~~$546~~$416 million and $9$11 million, respectively, at ~~November 27, 2010.~~May 28, 2011. The amount recorded in our consolidated statement of earnings related to all contracts settled and outstanding was a ~~loss~~gain of $2$3 million in the ~~third~~first quarter of fiscal 2011. See Note 7, Derivative Instruments, of Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding our derivative instruments.

The overall ~~strength~~weakness of the U.S. dollar ~~(USD)~~compared to the ~~Great Britain pound~~Canadian dollar, British Pound and Chinese Yuan since the end of the ~~third~~first quarter of fiscal ~~2010 has had a negative overall impact on our revenue and net earnings. However, the weakness of the USD to the Canadian dollar~~2011 has had a positive overall impact on our revenue and net ~~earnings.~~earnings as the foreign denominations translated into more U.S. dollars. It is not possible to determine the exact impact of foreign currency exchange rate fluctuations; however, the effect on reported revenue and net earnings can be estimated. We estimate that ~~foreign currency exchange rate fluctuations~~the overall weakness of the U.S. dollar had a ~~net unfavorable~~favorable impact on our revenue ~~of approximately $43 million~~ and ~~a net favorable impact of $2 million on our~~ net earnings in the ~~third~~first quarter of fiscal ~~2011.~~

~~Table~~2012 of ~~Contents~~approximately $130 million and $1 million, respectively.

Interest Rate Risk

Short- and long-term debt

At ~~November 27, 2010,~~May 28, 2011, our short- and long-term debt was comprised primarily of credit facilities, our convertible debentures and our ~~6.75% notes.~~2013 Notes, 2016 Notes and 2021 Notes. We do not manage the interest rate risk on our debt through the use of derivative instruments.

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Our credit facilities’ interest rates may be reset due to fluctuations in a market-based index, such as the federal funds rate, the London Interbank Offered Rate (LIBOR), or the base rate or prime rate of our lenders. A hypothetical 100-basis-point change in the interest rates on the outstanding balance of our credit facilities as of ~~November 27, 2010,~~May 28, 2011, would change our annual pre-tax earnings by $7less than $1 million.

There is no interest rate risk associated with our convertible debentures, 2013 Notes, 2016 Notes or ~~6.75% notes,~~2021 Notes, as the interest rates are fixed at 2.25%, 6.75%, 3.75% and ~~6.75%~~5.50%, respectively, per annum.

Long-term investments in debt securities

At ~~November 27, 2010,~~May 28, 2011, our long-term investments in debt securities were comprised of ARS. These investments are not subject to material interest rate risk. A hypothetical 100-basis point change in the interest rates on our ARS investments as of ~~November 27, 2010,~~May 28, 2011, would change our annual pre-tax earnings by $1 million. We do not manage interest rate risk on our investments in debt securities through the use of derivative instruments.

Other Market Risks

Investments in ~~auction-rate~~auction rate securities

At ~~November 27, 2010,~~May 28, 2011, we held ~~$131~~$99 million in investments in ARS, which includes a ~~$10~~$2 million pre-tax ~~temporary impairment.~~unrealized loss in accumulated other comprehensive income. Given current conditions in the ARS market, we may incur additional temporary unrealized losses or other-than-temporary realized losses in the future if market conditions were to persist and we were unable to recover the cost of our ARS investments. A hypothetical 100-basis point loss from the par value of these investments as of ~~November 27, 2010,~~May 28, 2011, would result in a $1 million impairment.

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 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 ~~November 27, 2010.~~May 28, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at ~~November 27, 2010,~~May 28, 2011, our disclosure controls and procedures were effective.

There was no change in internal control over financial reporting during the fiscal quarter ended ~~November 27, 2010,~~May 28, 2011, that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

43PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Employment Discrimination Action

In December 2005, a purported class action lawsuit captioned, Jasmen Holloway, et al. v. Best Buy Co., Inc., was filed against us in the U.S. District Court for the Northern District of California (the “Court”). This federal court action alleges that we discriminate against women and minority individuals on the basis of gender, race, color and/or national origin in our stores with respect to our employment policies and practices. The action seeks an end to alleged discriminatory policies and practices, an award of back and front pay, punitive damages and injunctive relief, including rightful place relief for all class members. In June 2011, the plaintiffs filed a motion for preliminary approval of the parties’ negotiated settlement including conditional certification of settlement classes and seeking a schedule for final approval. The proposed settlement terms include, in exchange for a release and dismissal of the action, certain changes to our personnel policies and procedures; payment to the nine named plaintiffs of $0.3 million in the aggregate; and payment in an amount to be determined by the Court, not to exceed $10 million, of a portion of the plaintiffs’ attorneys’ fees and costs. This proposed settlement is subject to final Court approval.

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~~PART II — OTHER INFORMATION~~Securities Actions

In February 2011, a purported class action lawsuit captioned, IBEW Local 98 Pension Fund, individually and on behalf of all others similarly situated v. Best Buy Co., Inc., et al., was filed against us and certain of our executive officers in the U.S. District Court for the District of Minnesota. This federal court action alleges, among other things, that we and the officers named in the complaint violated Sections 10(b) and 20A of the Exchange Act and Rule 10b-5 under the Exchange Act in connection with press releases and other statements relating to our fiscal 2011 earnings guidance that had been made available to the public. Additionally, in March 2011, a similar purported class action was filed by a single shareholder, Rene LeBlanc, against us and certain of our executive officers in the same court. In June 2011, the unopposed collective motion of IBEW Local 98 Pension Fund and Rene LeBlanc to consolidate their respective lawsuits into a new action with a single shareholder, Marion Haynes, as lead plaintiff was granted. The lead plaintiff is expected to file and serve a consolidated complaint.

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. 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, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our future consolidated financial position or results of operations.

Other Legal Proceedings

We are involved in various other legal proceedings arising in the normal course of conducting business. We believe the amounts provided in our consolidated financial statements are adequate in light of the probable and estimable liabilities. The resolution of those other proceedings is not expected to have a material effect on our results of operations or financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the total number of shares of our common stock that we purchased during the ~~third~~first quarter of fiscal ~~2011,~~2012, the average price paid per share, the number of shares that we purchased as part of our publicly announced repurchase program, and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to our June 2007 $5.5 billion share repurchase program:

Fiscal Period

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs (1)

September 29, 2010, through October 2, 2010

5,708,000

$
34.92

5,708,000

$
1,595,000,000

October 3, 2010, through October 30, 2010

2,838,700

42.16

2,838,700

1,476,000,000

October 31, 2010, through November 27, 2010

2,361,000

43.61

2,361,000

1,372,000,000

Total Fiscal 2011 Third Quarter

10,907,700

38.69

10,907,700

1,372,000,000

Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 1
February 27, 2011, through April 2, 2011	2,385,600	$	29.04	2,385,600	$	1,237,000,000
April 3, 2011, through April 30, 2011	8,516,763	30.04		8,516,763	981,000,000
May 1, 2011, through May 28, 2011	5,688,320	31.60		5,688,320	802,000,000
Total Fiscal 2012 First Quarter	16,590,683	30.43		16,590,683	802,000,000

~~(1)~~1 “Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs” reflects our $5.5 billion share repurchase program announced on June 27, 2007, less the $3.0 billion we purchased in fiscal 2008 under our accelerated share repurchase program, the ~~$111~~$1.2 billion we purchased in fiscal 2011 and the $505 million we purchased in the first quarter of fiscal 2012. The June 2007 program, which had no expiration date governing the period over which we could make share repurchases, was terminated and replaced on June 20, 2011, ~~the $594 million we purchased in the second quarter of fiscal 2011, and the $423 million we purchased in the third quarter of fiscal 2011. There is~~by a new $5.0 billion share repurchase program that also has no stated expiration ~~for~~date. For additional information related to the ~~June 2007~~new share repurchase ~~program.~~program, see Note 10, Repurchase of Common Stock, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

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ITEM 4. RESERVED

Not applicable.

ITEM 6. EXHIBITS

31.1		Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from our Quarterly Report on Form 10-Q for the ~~third~~first quarter of fiscal 2011, filed with the SEC on ~~January 5,~~July 1, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the condensed consolidated balance sheets at ~~November 27, 2010;~~May 28, 2011; February ~~27, 2010;~~26, 2011; and ~~November 28, 2009,~~May 29, 2010, (ii) the consolidated statements of earnings for the three ~~and nine~~ months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ (iii) the consolidated statements of cash flows for the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ (iv) the consolidated statements of changes in shareholders’ equity for the ~~nine~~three months ended ~~November 27,~~May 28, 2011, and May 29, 2010, ~~and November 28, 2009,~~ and (v) the Notes to Condensed Consolidated Financial Statements.~~( 1)~~1

~~(1)~~1 The XBRL related information in Exhibit 101 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.

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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: ~~January 5,~~July 1, 2011	By:	/s/ BRIAN J. DUNN
		Brian J. Dunn
		Chief Executive Officer
		~~Chief Executive Officer~~ (duly authorized and principal executive officer)

Date: ~~January 5,~~July 1, 2011	By:	/s/ JAMES L. MUEHLBAUER
		James L. Muehlbauer
		Executive Vice President — Finance
		and Chief Financial Officer
		~~Executive Vice President — Finance~~ ~~and Chief Financial Officer~~ (duly authorized and principal financial officer)

Date: ~~January 5,~~July 1, 2011	By:	/s/ SUSAN S. GRAFTON
		Susan S. Grafton
		Vice President, Controller
		and Chief Accounting Officer
		(duly authorized and principal accounting officer)

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	Three Months Ended November 27, 2010					Nine Months Ended November 27, 2010
Contract Type	Pre-tax Gain(Loss) Recognized in OCI (1)			Gain(Loss) Reclassified from Accumulated OCI to Earnings (Effective Portion) (2)		Pre-tax Gain(Loss) Recognized in OCI (1)		Gain(Loss) Reclassified from Accumulated OCI to Earnings (Effective Portion) (2)

Cash flow hedges (foreign exchange forward contracts)	$	(1	)	$	2	$	9	$	3
Net investment hedges (foreign exchange swap contracts)	—			—		8		—
Total	$	(1	)	$	2	$	17	$	3

	Three months ended November 27, 2010		Nine months ended November 27, 2010
Comparable store sales impact	(3.1	)%	(0.4	)%
Impact of foreign currency exchange rate fluctuations	(0.4	)%	0.7	%
Non-comparable sales channels(1)	(0.1	)%	(0.4	)%
Net new stores	2.5	%	2.9	%
One less week of revenue(2)	n/a		(0.2	)%
Total revenue (decrease) increase	(1.1	)%	2.6	%

	Three months ended November 27, 2010		Nine months ended November 27, 2010
Comparable store sales impact	(4.8	)%	(1.6	)%
Non-comparable sales channels(1)	(0.3	)%	(0.1	)%
Net new stores	2.6	%	3.1	%
Total revenue (decrease) increase	(2.5	)%	1.4	%