BBY (11/2/13) 10Q
Table of Contents

 
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 2, 2013 

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

For the transition period from            to             

Commission File Number: 1-9595

 
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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ¨
 
 
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ 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 ¨ No ¨
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 346,007,645 shares outstanding as of December 4, 2013.



Table of Contents

BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 2, 2013 
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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PART I — FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
 
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BEST BUY CO., INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
ASSETS 
($ in millions)
(Unaudited)
 
November 2, 2013
 
February 2, 2013
 
November 3, 2012
CURRENT ASSETS
 

 
 

 
 
Cash and cash equivalents
$
2,170

 
$
1,826

 
$
309

Receivables
1,123

 
2,704

 
2,250

Merchandise inventories
6,978

 
6,571

 
8,156

Other current assets
963

 
946

 
1,131

Total current assets
11,234

 
12,047

 
11,846

 
 
 
 
 
 
PROPERTY AND EQUIPMENT, NET
2,726

 
3,270

 
3,407

 
 
 
 
 
 
GOODWILL
528

 
528

 
1,344

 
 
 
 
 
 
TRADENAMES, NET
103

 
131

 
131

 
 
 
 
 
 
CUSTOMER RELATIONSHIPS, NET
72

 
203

 
213

 
 
 
 
 
 
EQUITY AND OTHER INVESTMENTS
41

 
86

 
91

 
 
 
 
 
 
OTHER ASSETS
364

 
522

 
524

 
 
 
 
 
 
TOTAL ASSETS
$
15,068

 
$
16,787

 
$
17,556

 
NOTE:  The Consolidated Balance Sheet as of February 2, 2013, 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)
(Unaudited)
 
November 2, 2013
 
February 2, 2013
 
November 3, 2012
CURRENT LIABILITIES
 

 
 

 
 

Accounts payable
$
6,578

 
$
6,951

 
$
7,933

Unredeemed gift card liabilities
368

 
428

 
392

Accrued compensation and related expenses
350

 
520

 
429

Accrued liabilities
1,233

 
1,639

 
1,531

Accrued income taxes
91

 
129

 
9

Short-term debt

 
596

 
310

Current portion of long-term debt
45

 
547

 
544

Total current liabilities
8,665

 
10,810

 
11,148

 
 
 
 
 
 
LONG-TERM LIABILITIES
1,035

 
1,109

 
1,122

 
 
 
 
 
 
LONG-TERM DEBT
1,624

 
1,153

 
1,158

 
 
 
 
 
 
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 — 345,564,000, 338,276,000 and 337,925,000 shares, respectively
35

 
34

 
34

Additional paid-in capital
253

 
54

 
40

Retained earnings
2,926

 
2,861

 
3,328

Accumulated other comprehensive income
528

 
112

 
105

Total Best Buy Co., Inc. shareholders’ equity
3,742

 
3,061

 
3,507

Noncontrolling interests
2

 
654

 
621

Total equity
3,744

 
3,715

 
4,128

 
 
 
 
 
 
TOTAL LIABILITIES AND EQUITY
$
15,068

 
$
16,787

 
$
17,556

 
NOTE:  The Consolidated Balance Sheet as of February 2, 2013, has been condensed from the audited consolidated financial statements.
 
See Notes to Condensed Consolidated Financial Statements.

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Table of Contents

BEST BUY CO., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
($ in millions, except per share amounts)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2013
 
November 3, 2012
 
November 2, 2013
 
November 3, 2012
Revenue
$
9,362

 
$
9,381

 
$
28,042

 
$
29,093

Cost of goods sold
7,192

 
7,153

 
21,233

 
22,020

Gross profit
2,170

 
2,228

 
6,809

 
7,073

Selling, general and administrative expenses
2,048

 
2,192

 
6,093

 
6,467

Restructuring charges
31

 
34

 
44

 
252

Operating income
91

 
2

 
672

 
354

Other income (expense)
 

 
 

 
 
 
 
Gain on sale of investments
4

 

 
18

 

Investment income and other
8

 
10

 
18

 
15

Interest expense
(24
)
 
(27
)
 
(77
)
 
(81
)
Earnings (loss) from continuing operations before income tax expense (benefit)
79

 
(15
)
 
631

 
288

Income tax expense (benefit)
35

 
(6
)
 
253

 
97

Net earnings (loss) from continuing operations
44

 
(9
)
 
378

 
191

Gain (loss) from discontinued operations (Note 2), net of tax benefit (expense) of $10, $(6), $34 and $14
10

 
10

 
(149
)
 
(45
)
Net earnings including noncontrolling interests
54

 
1

 
229

 
146

Net earnings from continuing operations attributable to noncontrolling interests
(1
)
 

 
(1
)
 

Net (gain) loss from discontinued operations attributable to noncontrolling interests
1

 
(11
)
 
11

 
14

Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
$
54

 
$
(10
)
 
$
239

 
$
160

 
 
 
 
 
 
 
 
Basic earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
 

 
 

 
 
 
 
Continuing operations
$
0.13

 
$
(0.03
)
 
$
1.11

 
$
0.56

Discontinued operations
0.03

 

 
(0.41
)
 
(0.09
)
Basic earnings (loss) per share
$
0.16

 
$
(0.03
)
 
$
0.70

 
$
0.47

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
 
 
 
 
 
 
 
Continuing operations
$
0.12

 
$
(0.03
)
 
$
1.09

 
$
0.56

Discontinued operations
0.04

 

 
(0.40
)
 
(0.09
)
Diluted earnings (loss) per share
$
0.16

 
$
(0.03
)
 
$
0.69

 
$
0.47

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.17

 
$
0.17

 
$
0.51

 
$
0.49

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding (in millions)
 

 
 

 
 
 
 
Basic
342.8

 
337.2

 
340.7

 
339.3

Diluted
348.9

 
337.2

 
345.3

 
340.4

 
See Notes to Condensed Consolidated Financial Statements. 

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BEST BUY CO., INC. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
($ in millions)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2013
 
November 3, 2012
 
November 2, 2013
 
November 3, 2012
Net earnings including noncontrolling interests
$
54

 
$
1

 
$
229

 
$
146

Foreign currency translation adjustments
(2
)
 
33

 
(106
)
 
42

Unrealized gain on available-for-sale investments
1

 

 
1

 
3

Reclassification of foreign currency translation adjustments into earnings due to sale of business

 

 
654

 

Reclassification of losses on available-for-sale investments into earnings

 

 
2

 

Comprehensive income including noncontrolling interests
53

 
34

 
780

 
191

Comprehensive income attributable to noncontrolling interests

 
(25
)
 
(125
)
 

Comprehensive income attributable to Best Buy Co., Inc. shareholders
$
53

 
$
9

 
$
655

 
$
191


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 MONTHS ENDED NOVEMBER 2, 2013, AND NOVEMBER 3, 2012 
($ 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.
 
Non-
controlling
Interests
 
Total
Balances at February 2, 2013
338

 
$
34

 
$
54

 
$
2,861

 
$
112

 
$
3,061

 
$
654

 
$
3,715

Net earnings (loss), nine months ended November 2, 2013

 

 

 
239

 

 
239

 
(10
)
 
229

Foreign currency translation adjustments

 

 

 

 
(95
)
 
(95
)
 
(11
)
 
(106
)
Unrealized gains (losses) on available-for-sale investments

 

 

 

 
2

 
2

 
(1
)
 
1

Sale of noncontrolling interest

 

 

 

 

 

 
(776
)
 
(776
)
Reclassification of foreign currency translation adjustments into earnings

 

 

 

 
508

 
508

 
146

 
654

Reclassification of losses on available-for-sale investments into earnings

 

 

 

 
1

 
1

 
1

 
2

Dividend distribution

 

 

 

 

 

 
(1
)
 
(1
)
Stock-based compensation

 

 
74

 

 

 
74

 

 
74

Restricted stock vested and stock options exercised
7

 
1

 
135

 

 

 
136

 

 
136

Issuance of common stock under employee stock purchase plan
1

 

 
13

 

 

 
13

 

 
13

Tax deficit from stock options canceled or exercised, restricted stock vesting and employee stock purchase plan

 

 
(23
)
 

 

 
(23
)
 

 
(23
)
Common stock dividends, $0.51 per share

 

 

 
(174
)
 

 
(174
)
 

 
(174
)
Balances at November 2, 2013
346

 
$
35

 
$
253

 
$
2,926

 
$
528

 
$
3,742

 
$
2

 
$
3,744

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at March 3, 2012
341

 
$
34

 
$

 
$
3,621

 
$
90

 
$
3,745

 
$
621

 
$
4,366

Adjustment for fiscal year-end change (Note 1)
5

 

 

 
(108
)
 
(16
)
 
(124
)
 

 
(124
)
Balances at January 28, 2012
346

 
34

 

 
3,513

 
74

 
3,621

 
621

 
4,242

Net earnings (loss), nine months ended November 3, 2012

 

 

 
160

 

 
160

 
(14
)
 
146

Foreign currency translation adjustments

 

 

 

 
28

 
28

 
14

 
42

Unrealized gains on available-for-sale investments

 

 

 

 
3

 
3

 

 
3

Stock-based compensation

 

 
99

 

 

 
99

 

 
99

Stock options exercised
2

 

 
2

 

 

 
2

 

 
2

Issuance of common stock under employee stock purchase plan
1

 

 
24

 

 

 
24

 

 
24

Tax deficit from stock options canceled or exercised, restricted stock vesting and employee stock purchase plan

 

 
(29
)
 

 

 
(29
)
 

 
(29
)
Common stock dividends, $0.49 per share

 

 

 
(164
)
 

 
(164
)
 

 
(164
)
Repurchase and retirement of common stock
(11
)
 

 
(56
)
 
(181
)
 

 
(237
)
 

 
(237
)
Balances at November 3, 2012
338

 
$
34

 
$
40

 
$
3,328

 
$
105

 
$
3,507

 
$
621

 
$
4,128


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
 
November 2, 2013
 
November 3, 2012
OPERATING ACTIVITIES
 
 
 
Net earnings including noncontrolling interests
$
229

 
$
146

Adjustments to reconcile net earnings including noncontrolling interests to total cash provided by (used in) operating activities:
 
 
 
Depreciation
537

 
657

Amortization of definite-lived intangible assets
13

 
30

Restructuring charges
144

 
251

Loss on sale of business, net
123

 

Stock-based compensation
70

 
95

Excess tax benefits from stock-based compensation
(8
)
 

Deferred income taxes
(3
)
 
(96
)
Other, net
14

 
19

Changes in operating assets and liabilities
 
 
 
Receivables
208

 
216

Merchandise inventories
(974
)
 
(1,330
)
Other assets
(102
)
 
(167
)
Accounts payable
465

 
967

Other liabilities
(347
)
 
(541
)
Income taxes
(45
)
 
(368
)
Total cash provided by (used in) operating activities
324

 
(121
)
 
 
 
 
INVESTING ACTIVITIES
 

 
 

Additions to property and equipment
(422
)
 
(522
)
Purchases of investments
(5
)
 
(13
)
Sales of investments
49

 
68

Proceeds from sale of business, net of cash transferred upon sale
67

 
25

Acquisition of business, net of cash acquired

 
(29
)
Change in restricted assets
(3
)
 
59

Other, net
(1
)
 

Total cash used in investing activities
(315
)
 
(412
)
 
 
 
 
FINANCING ACTIVITIES
 

 
 

Repurchase of common stock

 
(255
)
Borrowings of debt
2,414

 
1,034

Repayments of debt
(2,027
)
 
(1,234
)
Dividends paid
(174
)
 
(166
)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options
147

 
26

Excess tax benefits from stock-based compensation
8

 

Other, net
(9
)
 
(12
)
Total cash provided by (used in) financing activities
359

 
(607
)
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
(24
)
 
48

 
 
 
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE ADJUSTMENT
344

 
(1,092
)
ADJUSTMENT FOR FISCAL YEAR-END CHANGE (NOTE 1)

 
202

 
 
 
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AFTER ADJUSTMENT
344

 
(890
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,826

 
1,199

 
 
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
2,170

 
$
309

See Notes to Condensed Consolidated Financial Statements.

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BEST BUY CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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.
 
Sale of Best Buy Europe

During the first quarter of fiscal 2014, we entered into a definitive agreement with Carphone Warehouse Group plc ("CPW") to sell our 50% ownership interest in Best Buy Europe to CPW. On June 26, 2013, the sale was completed. As a result, beginning in the first quarter of fiscal 2014, the results of Best Buy Europe for all periods have been presented as discontinued operations. See Note 2, Discontinued Operations, for further information.

On June 21, 2013, we filed a Current Report on Form 8-K (the “June 21st Form 8-K”) to recast certain financial information included in our Transition Report on Form 10-K for the transition period from March 4, 2012, to February 2, 2013, to reflect the results of Best Buy Europe as discontinued operations.

Description of Business

Historically, we have realized more of our revenue and a large portion of our earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season in the U.S., Canada and Mexico, 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 Transition Report on Form 10-K for the fiscal year ended February 2, 2013, and the recast financial information included in the June 21st Form 8-K. The first nine months of fiscal 2014 and fiscal 2013 included 39 weeks and 40 weeks, respectively.
 
Beginning in the first quarter of fiscal 2013, we changed our fiscal year-end from the Saturday nearest the end of February to the Saturday nearest the end of January. As a result of this change, our fiscal year 2013 was an 11-month transition period ending on February 2, 2013. The results for the nine months ended November 3, 2012 include our fiscal month ended March 3, 2012, for operations that are not reported on a lag (primarily our Domestic segment and Canadian operations), which were also included in our results for the fiscal year ended March 3, 2012, included in our fiscal 2012 Form 10-K. See Note 2, Fiscal Year-end Change, in the Notes to Consolidated Financial Statements included in our Transition Report on Form 10-K for the fiscal year ended February 2, 2013, and the recast financial information included in the June 21st Form 8-K, for additional information regarding our fiscal year-end change.
 
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 China and Mexico operations on a one-month lag. Our policy is to accelerate recording the effect of events occurring in the lag period that significantly affect our consolidated financial statements. No such events were identified for this period.

In preparing the accompanying condensed consolidated financial statements, we evaluated the period from November 3, 2013, through the date the financial statements were issued, for material subsequent events requiring recognition or disclosure. No such events were identified for this period.

2.
Discontinued Operations

On June 26, 2013, we completed the sale of our 50% ownership interest in Best Buy Europe to CPW in return for the following consideration upon closing: net cash of £341 million ($526 million); £80 million ($123 million) of ordinary shares of CPW; £25 million ($39 million), plus 2.5% interest, to be paid by CPW on June 26, 2014; and £25 million ($39 million), plus 2.5%

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interest, to be paid by CPW on June 26, 2015. We subsequently sold the ordinary shares of CPW for $123 million on July 3, 2013.

The composition of assets and liabilities disposed of on June 26, 2013, as a result of the sale of Best Buy Europe was as follows ($ in millions):
 
June 26, 2013
Cash and cash equivalents
$
597

Receivables
1,295

Merchandise inventories
554

Other current assets
168

Net property and equipment
159

Other assets
316

Total assets
3,089

 
 
Accounts payable
790

Short-term debt
973

Other current liabilities
1,145

Long-term liabilities
65

Total liabilities
2,973


Discontinued operations are comprised of: (i) Napster operations within our Domestic segment; (ii) large-format Best Buy branded store operations in China within our International segment; and (iii) Best Buy Europe operations within our International segment. The presentation of discontinued operations has been retrospectively applied to all prior periods presented.

The financial results of discontinued operations for the three and nine months ended November 2, 2013, and November 3, 2012, were as follows ($ in millions):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2013
 
November 3, 2012
 
November 2, 2013
 
November 3, 2012
Revenue
$

 
$
1,372

 
$
2,682

 
$
3,825

 
 
 
 
 
 
 
 
Restructuring charges(1)

 
6

 
100

 
(1
)
 
 
 
 
 
 
 
 
Gain (loss) from discontinued operations before income tax benefit (expense)

 
17

 
(235
)
 
(55
)
Income tax benefit (expense)(2)
10

 
(6
)
 
34

 
14

Gain on sale of discontinued operations

 

 
52

 

Equity in loss of affiliates

 
(1
)
 

 
(4
)
Net gain (loss) from discontinued operations, including noncontrolling interests
10

 
10

 
(149
)
 
(45
)
Net (gain) loss from discontinued operations attributable to noncontrolling interests
1

 
(11
)
 
11

 
14

Net gain (loss) from discontinued operations attributable to Best Buy Co., Inc. shareholders
$
11

 
$
(1
)
 
$
(138
)
 
$
(31
)
 
(1)  
See Note 6, Restructuring Charges, for further discussion of the restructuring charges associated with discontinued operations.
(2)  
Income tax benefit for the three months ended November 2, 2013 includes a $16 million benefit related to the impairment of our investment in Best Buy Europe, partially offset by $(6) million of expense related to a tax allocation between continuing and discontinued operations. The fiscal 2014 effective tax rate for discontinued operations differs from the statutory tax rate primarily due to the tax allocation, restructuring charges and the impairment of our investment in Best Buy Europe. The restructuring charges and impairment generally included minimal related tax benefit. The deferred tax assets related to the restructuring charges generally resulted in an increase in the valuation allowance in an equal amount, while the investment impairment is generally not tax deductible.


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3.
Investments
 
Investments were comprised of the following ($ in millions):
 
November 2, 2013
 
February 2, 2013
 
November 3, 2012
Equity and other investments
 

 
 

 
 

Debt securities (auction rate securities)
$
9

 
$
21

 
$
21

Marketable equity securities
10

 
27

 
3

Other investments
22

 
38

 
67

Total equity and other investments
$
41

 
$
86

 
$
91


Debt Securities
 
Our debt securities are comprised of auction rate securities (“ARS”). At November 2, 2013, our ARS portfolio of three investments had a par value of $10 million and a fair value of $9 million. We sold $7 million of ARS at par during the third quarter of fiscal 2014. We do not intend to sell our remaining ARS until we can recover the full principal amount. In addition, we do not believe it is more likely than not that we would be required to sell our remaining ARS until we can recover the full principal amount based on our other sources of liquidity. Our ARS portfolio had an immaterial impact on accumulated other comprehensive income at November 2, 2013, February 2, 2013, and November 3, 2012.
 
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 $10 million, $27 million, and $3 million at November 2, 2013, February 2, 2013, and November 3, 2012, respectively. We review all investments for other-than-temporary impairment at least quarterly or as indicators of impairment exist. The total unrealized gain, net of tax, included in accumulated other comprehensive income was immaterial at November 2, 2013, February 2, 2013, and November 3, 2012, respectively.
 
Other Investments
 
The aggregate carrying values of investments accounted for using the cost method at November 2, 2013, February 2, 2013, and November 3, 2012 were $22 million, $38 million, and $67 million, respectively.

4.
Fair Value Measurements
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To 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.
 

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Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following 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 2, 2013, February 2, 2013, and November 3, 2012, according to the valuation techniques we used to determine their fair values ($ in millions).
 
 
 
Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
November 2, 2013
 
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
$
495

 
$
495

 
$

 
$

Equity and other investments
 

 
 

 
 

 
 

Auction rate securities
9

 

 

 
9

Marketable equity securities
10

 
10

 

 

 
 

 
 

 
 

 
 

LIABILITIES
 

 
 

 
 

 
 

Accrued liabilities
 
 
 
 
 
 
 
Foreign currency derivative instruments
2

 

 
2

 


 
 
 
Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
February 2, 2013
 
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
$
520

 
$
520

 
$

 
$

Other current assets
 

 
 

 
 

 
 

Foreign currency derivative instruments
1

 

 
1

 

Equity and other investments
 

 
 

 
 

 
 

Auction rate securities
21

 

 

 
21

Marketable equity securities
27

 
27

 

 

 

12

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Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
November 3, 2012
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
ASSETS
 

 
 

 
 

 
 

Other current assets
 

 
 

 
 

 
 

Foreign currency derivative instruments
$
2

 
$

 
$
2

 
$

Equity and other investments
 

 
 

 
 

 
 

Auction rate securities
21

 

 

 
21

Marketable equity securities
3

 
3

 

 

 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Accrued liabilities
 

 
 

 
 

 
 

Foreign currency derivative instruments
1

 

 
1

 


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 2, 2013, and the three and eight months ended November 3, 2012 ($ in millions).
 
Debt securities-
Auction rate securities only
 
Student loan
bonds
 
Municipal
revenue bonds
 
Total
Balances at August 3, 2013
$
14

 
$
2

 
$
16

Sales
(7
)
 

 
(7
)
Balances at November 2, 2013
$
7

 
$
2

 
$
9

  
 
Debt securities-
Auction rate securities only
 
Student loan
bonds
 
Municipal
revenue bonds
 
Total
Balances at February 2, 2013
$
19

 
$
2

 
$
21

Sales
(12
)
 

 
(12
)
Balances at November 2, 2013
$
7

 
$
2

 
$
9


 
Debt securities-
Auction rate securities only
 
Student loan
bonds
 
Municipal
revenue bonds
 
Total
Balances at August 4, 2012
$
20

 
$
2

 
$
22

Sales
(1
)
 

 
(1
)
Balances at November 3, 2012
$
19

 
$
2

 
$
21


 
Debt securities-
Auction rate securities only
 
Student loan
bonds
 
Municipal
revenue bonds
 
Total
Balances at March 3, 2012
$
80

 
$
2

 
$
82

Changes in unrealized losses included in other comprehensive income
4

 

 
4

Sales
(65
)
 

 
(65
)
Balances at November 3, 2012
$
19

 
$
2

 
$
21



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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.
 
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 active markets.
 
Auction Rate Securities.  Our investments in ARS were classified as Level 3 as quoted prices were unavailable due to events described in Note 3, Investments. Due to limited market information, we utilized a discounted cash flow (“DCF”) model to derive an estimate of fair value. The unobservable inputs and 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. Changes in these unobservable inputs are not likely to have a significant impact on the fair value measurement of our 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 active markets for which closing stock prices are readily available.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
 
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible fixed assets, goodwill and intangible assets, which are remeasured when the fair value is below carrying value on our Condensed Consolidated Balance Sheets. For these assets, we do not periodically adjust carrying value to fair value except in the event of impairment. When we determine that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded within operating income in our Consolidated Statements of Earnings.

With the exception of fixed asset impairments associated with our agreement to sell our interest in Best Buy Europe and our restructuring activities described in Note 6, Restructuring Charges, we had no significant remeasurements of such assets or liabilities to fair value during the nine months ended November 2, 2013, and November 3, 2012.

The following table summarizes the fair value remeasurements recorded during the nine months ended November 2, 2013, and November 3, 2012 ($ in millions):
 
Nine Months Ended
 
Nine Months Ended
 
November 2, 2013
 
November 3, 2012
 
Impairments
 
Remaining Net Carrying Value
 
Impairments
 
Remaining Net Carrying Value
Continuing operations
 
 
 
 
 
 
 
Property and equipment
$
4

 
$

 
$
29

 
$

Investments
16

 
22

 

 

Total continuing operations
$
20

 
$
22

 
$
29

 
$

Discontinued operations(1)
 
 
 
 
 
 
 
Property and equipment(2)
$
220

 
$

 
$

 
$

Tradename
4

 

 

 

Total discontinued operations
$
224

 
$

 
$

 
$

(1) 
Property and equipment and tradename impairments associated with discontinued operations are recorded within gain (loss) from discontinued operations in our Consolidated Statements of Earnings.
(2) 
Includes the $175 million impairment to write down the book value of our investment in Best Buy Europe to fair value. Upon completion of the sale of Best Buy Europe as described in Note 2, Discontinued Operations, the remaining net carrying values of all assets have been reduced to zero.

The fair value remeasurements included in the table above were based on significant unobservable inputs (Level 3). Fixed asset and tradename fair values were derived using a DCF model to estimate the present value of net cash flows that the asset or asset group was expected to generate. The key inputs to the DCF model generally included our forecasts of net cash generated from

14

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revenue, sales proceeds, expenses and other significant cash outflows, such as capital expenditures, as well as an appropriate discount rate. In the case of these specific assets, for which their impairment was the result of restructuring activities, no future cash flows have been assumed as the assets will cease to be used and expected sale values are nominal.

Fair Value of Financial Instruments
 
Our financial instruments, other than those presented in the disclosures above, include cash, receivables, other investments, accounts payable, other payables, and short- and long-term debt. The fair values of cash, receivables, accounts payable, other payables, and short-term debt approximated carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Fair values for other investments held at cost are not readily available, but we estimate that the carrying values for these investments approximate fair value. See Note 7, Debt, for information about the fair value of our long-term debt.

5.
Goodwill and Intangible Assets
 
The changes in the carrying values of goodwill and indefinite-lived tradenames by segment were as follows in the nine months ended November 2, 2013, and the eight months ended November 3, 2012 ($ in millions):
 
Goodwill
 
Indefinite-lived Tradenames
 
Domestic
 
International
 
Total
 
Domestic
 
International
 
Total
Balances at February 2, 2013
$
528

 
$

 
$
528

 
$
19

 
$
112

 
$
131

Changes in foreign currency exchange rates

 

 

 

 
(2
)
 
(2
)
Sale of Best Buy Europe

 

 

 

 
(22
)
 
(22
)
Impairments

 

 

 

 
(4
)
 
(4
)
Balances at November 2, 2013
$
528

 
$

 
$
528

 
$
19

 
$
84

 
$
103

 

 
Goodwill
 
Indefinite-lived Tradenames
 
Domestic
 
International
 
Total
 
Domestic
 
International
 
Total
Balances at March 3, 2012
$
516

 
$
819

 
$
1,335

 
$
19

 
$
112

 
$
131

Changes in foreign currency exchange rates

 
(5
)
 
(5
)
 

 

 

Acquisitions
14

 

 
14

 

 

 

Balances at November 3, 2012
$
530

 
$
814

 
$
1,344

 
$
19

 
$
112

 
$
131


The following table provides the gross carrying amount of goodwill and cumulative goodwill impairment losses ($ in millions):
 
November 2, 2013
 
February 2, 2013
 
November 3, 2012
 
Gross
Carrying
Amount(1)
 
Cumulative
Impairment(1)
 
Gross
Carrying
Amount
 
Cumulative
Impairment
 
Gross
Carrying
Amount
 
Cumulative
Impairment
Goodwill
$
1,412

 
$
(884
)
 
$
2,608

 
$
(2,080
)
 
$
2,605

 
$
(1,261
)
 (1) 
Excludes the gross carrying amount and cumulative impairment related to Best Buy Europe, which was sold during the quarter ended August 3, 2013.

The following table provides the gross carrying values and related accumulated amortization of definite-lived intangible assets ($ in millions):
 
November 2, 2013
 
February 2, 2013
 
November 3, 2012
 
Gross
Carrying
Amount(1)
 
Accumulated
Amortization(1)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Customer relationships
$
83

 
$
(11
)
 
$
475

 
$
(272
)
 
$
475

 
$
(262
)
(1) 
Excludes the gross carrying amount and accumulated amortization related to Best Buy Europe, which was sold during the quarter ended August 3, 2013.

Total amortization expense for the three months ended November 2, 2013, and November 3, 2012, was $1 million and $10 million, respectively, of which $0 million and $9 million, respectively, has been included in the results of discontinued operations. Total amortization expense for the nine months ended November 2, 2013, and November 3, 2012, was $13 million and $30 million, respectively, of which $9 million and $26 million, respectively, has been included in the results of

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discontinued operations. The estimated future amortization expense for identifiable intangible assets is as follows ($ in millions):
Fiscal Year
 
Remainder of fiscal 2014
$
2

2015
6

2016
6

2017
6

2018
6

Thereafter
46


6.
Restructuring Charges
 
Summary

Charges incurred in the nine months ended November 2, 2013, and November 3, 2012, for our restructuring activities were as follows ($ in millions):
 
Nine Months Ended
 
November 2, 2013
 
November 3, 2012
Continuing operations
 
 
 
Renew Blue
$
52

 
$

Fiscal 2013 U.S. restructuring
(8
)
 
258

Fiscal 2012 restructuring

 
6

Fiscal 2011 restructuring

 
(12
)
Total
44

 
252

Discontinued operations
 
 
 
Fiscal 2013 Europe restructuring
95

 
2

Fiscal 2012 restructuring
5

 
(5
)
Fiscal 2011 restructuring

 
2

Total (Note 2)
100

 
(1
)
Total
$
144

 
$
251


Renew Blue

In the fourth quarter of fiscal 2013, we began implementing initiatives intended to reduce costs and improve operating performance. These initiatives included focusing on core business activities, reducing headcount and optimizing our real estate portfolio. These cost reduction initiatives represent one of the six Renew Blue priorities for fiscal 2014. We incurred $52 million of restructuring charges related to Renew Blue initiatives during the first nine months of fiscal 2014, primarily comprised of employee termination benefits, investment impairments, facility closure costs, and property and equipment impairments. We expect to continue to implement Renew Blue initiatives throughout fiscal 2014, as we further analyze our operations and strategies.


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Table of Contents

All restructuring charges related to this program are from continuing operations and are presented in restructuring charges in our Consolidated Statements of Earnings. The composition of the restructuring charges we incurred for this program in the nine months ended November 2, 2013, as well as the cumulative amount incurred through November 2, 2013, was as follows ($ in millions):
 
Domestic
 
International
 
Total
 
Nine Months Ended
November 2, 2013
 
Cumulative Amount through
November 2, 2013
 
Nine Months Ended
November 2, 2013
 
Cumulative Amount through
November 2, 2013
 
Nine Months Ended
November 2, 2013
 
Cumulative Amount through
November 2, 2013
Continuing operations
 
 
 
 
 
 
 
 
 
 
 
Inventory write-downs
$

 
$
1

 
$

 
$

 
$

 
$
1

Property and equipment impairments
2

 
9

 
2

 
25

 
4

 
34

Termination benefits
16

 
62

 
10

 
19

 
26

 
81

Investment impairments
16

 
43

 

 

 
16

 
43

Facility closure and other costs

 
3

 
6

 
61

 
6

 
64

Total
$
34

 
$
118

 
$
18

 
$
105

 
$
52

 
$
223


The following table summarizes our restructuring accrual activity during the nine months ended November 2, 2013, related to termination benefits and facility closure and other costs associated with this program ($ in millions):
 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balance at February 2, 2013
$
54

 
$
54

 
$
108

Charges
25

 
14

 
39

Cash payments
(65
)
 
(16
)
 
(81
)
Adjustments
(7
)
 
8

 
1

Changes in foreign currency exchange rates
1

 
(1
)
 

Balance at November 2, 2013
$
8

 
$
59

 
$
67


Fiscal 2013 Europe Restructuring

In the third quarter of fiscal 2013, we initiated a series of actions to restructure our Best Buy Europe operations in our International segment intended to improve operating performance. All restructuring charges related to this program are reported within gain (loss) from discontinued operations in our Consolidated Statements of Earnings as a result of the sale of our 50% ownership interest in Best Buy Europe. Refer to Note 2, Discontinued Operations. We incurred $95 million of restructuring charges in the first nine months of fiscal 2014, consisting primarily of property and equipment impairments and employee termination benefits. In the first nine months of fiscal 2013, we incurred $2 million of restructuring charges related to employee termination benefits. Given the sale of Best Buy Europe, we do not expect to incur additional restructuring charges related to this program.

The composition of the restructuring charges we incurred for this program in the nine months ended November 2, 2013 and November 3, 2012, as well as the cumulative amount incurred through November 2, 2013, was as follows ($ in millions):
 
Nine Months Ended
November 2, 2013
 
Nine Months Ended
November 3, 2012
 
Cumulative Amount through
November 2, 2013
Discontinued operations
 
 
 
 
 
Inventory write-downs
$
7

 
$

 
$
7

Property and equipment impairments
45

 

 
57

Termination benefits
36

 
2

 
55

Tradename impairment
4

 

 
4

Facility closure and other costs
3

 

 
8

Total
$
95

 
$
2

 
$
131



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Table of Contents

The following table summarizes our restructuring accrual activity during the nine months ended November 2, 2013, and the eight months ended November 3, 2012, related to termination benefits and facility closure and other costs associated with this program ($ in millions):
 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balance at February 2, 2013
$

 
$
5

 
$
5

Charges
36

 
2

 
38

Cash payments
(2
)
 
(7
)
 
(9
)
Adjustments(1)
(34
)
 

 
(34
)
Balance at November 2, 2013
$

 
$

 
$

(1) 
Represents the remaining liability written off as a result of the sale of Best Buy Europe, as described in Note 2, Discontinued Operations.
 
Termination
Benefits
Balance at March 3, 2012
$

Charges
2

Cash payments
(2
)
Balance at November 3, 2012
$


Fiscal 2013 U.S. Restructuring

In the first quarter of fiscal 2013, we initiated a series of actions to restructure operations in our Domestic segment intended to improve operating performance. The actions included closure of 49 large-format Best Buy branded stores in the U.S. and changes to the store and corporate operating models. The costs of implementing the changes are primarily comprised of facility closure costs, employee termination benefits, and property and equipment (primarily store fixtures) impairments. We recognized a reduction to restructuring charges of $8 million in the nine months ended November 2, 2013, as a result of the buyout of a lease for less than the remaining vacant space liability. In the nine months ended November 3, 2012, we incurred $258 million of charges consisting primarily of facility closure and other costs, termination benefits, and property and equipment impairments. We do not expect to incur further material restructuring charges related to this program, with the exception of lease payments for vacated stores which will continue until leases expire or are terminated.

The restructuring charges related to our fiscal U.S. 2013 restructuring activities are from continuing operations and are presented in restructuring charges in our Consolidated Statements of Earnings. The composition of the restructuring charges we incurred for this program in the nine months ended November 2, 2013, and November 3, 2012, as well as the cumulative amount incurred through November 2, 2013, was as follows ($ in millions):
 
Nine Months Ended
 
Cumulative Amount through November 2, 2013
 
November 2, 2013
 
November 3, 2012
 
Continuing operations
 
 
 
 
 
Property and equipment impairments
$

 
$
28

 
$
29

Termination benefits

 
83

 
77

Facility closure and other costs, net
(8
)
 
147

 
143

Total
$
(8
)
 
$
258

 
$
249


The following table summarizes our restructuring accrual activity during the nine months ended November 2, 2013, and the eight months ended November 3, 2012, related to termination benefits and facility closure and other costs associated with this program ($ in millions):
 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balance at February 2, 2013
$
4

 
$
113

 
$
117

Charges

 
3

 
3

Cash payments
(2
)
 
(39
)
 
(41
)
Adjustments
(2
)
 
(13
)
 
(15
)
Balance at November 2, 2013
$

 
$
64

 
$
64


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Table of Contents

 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balance at March 3, 2012
$

 
$

 
$

Charges
109

 
145

 
254

Cash payments
(65
)
 
(18
)
 
(83
)
Adjustments
(31
)
 
(3
)
 
(34
)
Balance at November 3, 2012
$
</