BBY (8/2/14) 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 August 2, 2014 

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
The registrant had 349,615,898 shares of common stock outstanding as of September 3, 2014.



Table of Contents

BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED AUGUST 2, 2014 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets as of August 2, 2014, February 1, 2014, and August 3, 2013
 
 
 
 
 
 
 
Consolidated Statements of Earnings for the three and six months ended August 2, 2014 and August 3, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents

PART I — FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
Condensed Consolidated Balance Sheets 
($ in millions) (unaudited)
 
August 2, 2014
 
February 1, 2014
 
August 3, 2013
Assets
 

 
 

 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
2,141

 
$
2,678

 
$
1,910

Short-term investments
939

 
223

 

Receivables, net
1,005

 
1,308

 
1,188

Merchandise inventories
5,583

 
5,376

 
5,437

Other current assets
943

 
900

 
879

Total current assets
10,611

 
10,485

 
9,414

Property and equipment, net
2,532

 
2,598

 
2,744

Goodwill
425

 
425

 
528

Intangibles, net
100

 
101

 
177

Other assets
681

 
404

 
421

Total assets
$
14,349

 
$
14,013

 
$
13,284

 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
Current liabilities
 

 
 

 
 

Accounts payable
$
5,244

 
$
5,122

 
$
4,968

Unredeemed gift card liabilities
371

 
406

 
358

Deferred revenue
442

 
399

 
409

Accrued compensation and related expenses
287

 
444

 
343

Accrued liabilities
796

 
873

 
776

Accrued income taxes
68

 
147

 
130

Current portion of long-term debt
43

 
45

 
44

Total current liabilities
7,251

 
7,436

 
7,028

Long-term liabilities
976

 
976

 
1,017

Long-term debt
1,592

 
1,612

 
1,634

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 — 349,548,000, 346,751,000 and 340,967,000 shares, respectively
35

 
35

 
34

Additional paid-in capital
348

 
300

 
109

Retained earnings
3,649

 
3,159

 
2,930

Accumulated other comprehensive income
494

 
492

 
529

Total Best Buy Co., Inc. shareholders’ equity
4,526

 
3,986

 
3,602

Noncontrolling interests
4

 
3

 
3

Total equity
4,530

 
3,989

 
3,605

Total liabilities and equity
$
14,349

 
$
14,013

 
$
13,284

 
NOTE:  The Consolidated Balance Sheet as of February 1, 2014, has been condensed from the audited consolidated financial statements.
 
See Notes to Condensed Consolidated Financial Statements.

3

Table of Contents

Consolidated Statements of Earnings
($ in millions, except per share amounts) (unaudited)
 
Three Months Ended
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
 
August 2, 2014
 
August 3, 2013
Revenue
$
8,896

 
$
9,266

 
$
17,931

 
$
18,613

Cost of goods sold
6,841

 
6,808

 
13,856

 
13,997

Gross profit
2,055

 
2,458

 
4,075

 
4,616

Selling, general and administrative expenses
1,812

 
2,038

 
3,632

 
4,022

Restructuring charges
5

 
7

 
8

 
13

Operating income
238

 
413

 
435

 
581

Other income (expense)
 

 
 

 
 
 
 
Gain on sale of investments
2

 
14

 
2

 
14

Investment income and other
8

 
5

 
14

 
10

Interest expense
(23
)
 
(26
)
 
(46
)
 
(53
)
Earnings from continuing operations before income tax (benefit) expense
225

 
406

 
405

 
552

Income tax (benefit) expense
79

 
169

 
(202
)
 
218

Net earnings from continuing operations
146

 
237

 
607

 
334

Gain (loss) from discontinued operations (Note 2), net of tax benefit (expense) of ($1), $38, ($1) and $24
1

 
11

 
1

 
(159
)
Net earnings including noncontrolling interests
147

 
248

 
608

 
175

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

 
(1
)
 

Net loss from discontinued operations attributable to noncontrolling interests

 
18

 

 
10

Net earnings attributable to Best Buy Co., Inc. shareholders
$
146

 
$
266

 
$
607

 
$
185

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

 
 

 
 
 
 
Continuing operations
$
0.42

 
$
0.69

 
$
1.74

 
$
0.98

Discontinued operations

 
0.09

 

 
(0.44
)
Basic earnings per share
$
0.42

 
$
0.78

 
$
1.74

 
$
0.54

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
 
 
 
 
 
 
 
Continuing operations
$
0.42

 
$
0.69

 
$
1.73

 
$
0.97

Discontinued operations

 
0.08

 

 
(0.43
)
Diluted earnings per share
$
0.42

 
$
0.77

 
$
1.73

 
$
0.54

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.17

 
$
0.17

 
$
0.34

 
$
0.34

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding (in millions)
 

 
 

 
 
 
 
Basic
349.3

 
340.4

 
348.4

 
339.7

Diluted
352.2

 
344.4

 
351.6

 
343.0

 
See Notes to Condensed Consolidated Financial Statements. 

4

Table of Contents

Consolidated Statements of Comprehensive Income 
($ in millions) (unaudited)
 
Three Months Ended
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
 
August 2, 2014
 
August 3, 2013
Net earnings including noncontrolling interests
$
147

 
$
248

 
$
608

 
$
175

Foreign currency translation adjustments

 
(41
)
 
3

 
(104
)
Unrealized loss on available-for-sale investments

 
(3
)
 
(1
)
 

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

 
654

 

 
654

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

 
2

 

 
2

Comprehensive income including noncontrolling interests
147

 
860

 
610

 
727

Comprehensive income attributable to noncontrolling interests
(1
)
 
(147
)
 
(1
)
 
(125
)
Comprehensive income attributable to Best Buy Co., Inc. shareholders
$
146

 
$
713

 
$
609

 
$
602


See Notes to Condensed Consolidated Financial Statements. 


5

Table of Contents

Consolidated Statements of Change in Shareholders' Equity 
($ 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 1, 2014
347

 
$
35

 
$
300

 
$
3,159

 
$
492

 
$
3,986

 
$
3

 
$
3,989

Net earnings, six months ended August 2, 2014

 

 

 
607

 

 
607

 
1

 
608

Foreign currency translation adjustments

 

 

 

 
3

 
3

 

 
3

Unrealized losses on available-for-sale investments

 

 

 

 
(1
)
 
(1
)
 

 
(1
)
Stock-based compensation

 

 
41

 

 

 
41

 

 
41

Restricted stock vested and stock options exercised
2

 

 
13

 

 

 
13

 

 
13

Issuance of common stock under employee stock purchase plan

 

 
4

 

 

 
4

 

 
4

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

 

 
(10
)
 

 

 
(10
)
 

 
(10
)
Common stock dividends, $0.34 per share

 

 

 
(117
)
 

 
(117
)
 

 
(117
)
Balances at August 2, 2014
349

 
$
35

 
$
348

 
$
3,649

 
$
494

 
$
4,526

 
$
4

 
$
4,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at February 2, 2013
338

 
$
34

 
$
54

 
$
2,861

 
$
112

 
$
3,061

 
$
654

 
$
3,715

Net earnings (loss), six months ended August 3, 2013

 

 

 
185

 

 
185

 
(10
)
 
175

Foreign currency translation adjustments

 

 

 

 
(93
)
 
(93
)
 
(11
)
 
(104
)
Unrealized gains (losses) on available-for-sale investments

 

 

 

 
1

 
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

Stock-based compensation

 

 
48

 

 

 
48

 

 
48

Restricted stock vested and stock options exercised
2

 

 
14

 

 

 
14

 

 
14

Issuance of common stock under employee stock purchase plan
1

 

 
8

 

 

 
8

 

 
8

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

 

 
(15
)
 

 

 
(15
)
 

 
(15
)
Common stock dividends, $0.34 per share

 

 

 
(116
)
 

 
(116
)
 

 
(116
)
Balances at August 3, 2013
341

 
$
34

 
$
109

 
$
2,930

 
$
529

 
$
3,602

 
$
3

 
$
3,605


See Notes to Condensed Consolidated Financial Statements.

6

Table of Contents

Consolidated Statements of Cash Flows
($ in millions) (unaudited)
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
Operating activities
 
 
 
Net earnings including noncontrolling interests
$
608

 
$
175

Adjustments to reconcile net earnings including noncontrolling interests to total cash provided by operating activities:
 
 
 
Depreciation
319

 
375

Amortization of definite-lived intangible assets

 
12

Restructuring charges
8

 
113

(Gain) loss on sale of business, net
(1
)
 
123

Stock-based compensation
40

 
45

Deferred income taxes
(394
)
 
(3
)
Other, net
8

 
15

Changes in operating assets and liabilities
 
 
 
Receivables
301

 
145

Merchandise inventories
(205
)
 
569

Other assets
17

 
(59
)
Accounts payable
120

 
(1,114
)
Other liabilities
(270
)
 
(392
)
Income taxes
(64
)
 
15

Total cash provided by operating activities
487

 
19

 
 
 
 
Investing activities
 

 
 

Additions to property and equipment
(258
)
 
(301
)
Purchases of investments
(1,194
)
 
(3
)
Sales of investments
479

 
36

Proceeds from sale of business, net of cash transferred upon sale
37

 
67

Change in restricted assets
26

 

Other, net
3

 
(2
)
Total cash used in investing activities
(907
)
 
(203
)
 
 
 
 
Financing activities
 

 
 

Borrowings of debt

 
2,414

Repayments of debt
(12
)
 
(2,021
)
Dividends paid
(118
)
 
(116
)
Issuance of common stock under employee stock purchase plan and for the exercise of stock options
17

 
22

Other, net
(1
)
 
(7
)
Total cash provided by (used in) financing activities
(114
)
 
292

Effect of exchange rate changes on cash
(3
)
 
(24
)
Increase (decrease) in cash and cash equivalents
(537
)
 
84

Cash and cash equivalents at beginning of period
2,678

 
1,826

Cash and cash equivalents at end of period
$
2,141

 
$
1,910


See Notes to Condensed Consolidated Financial Statements.

7

Table of Contents

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.

Description of Business

Historically, we have generated a higher proportion of our revenue and earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season in the U.S., Canada and Mexico. Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. The interim financial statements and the related notes 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 1, 2014. The first six months of fiscal 2015 and fiscal 2014 included 26 weeks.

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 August 3, 2014, 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 Carphone Warehouse Group plc ("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% 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, and we received the first such deferred cash payment on June 26, 2014.

Discontinued operations are comprised of mindSHIFT Technologies, Inc. ("mindSHIFT") operations within our Domestic segment, which we sold in the fourth quarter of fiscal 2014, and Best Buy Europe operations within our International segment, as described above. The presentation of discontinued operations has been retrospectively applied to all prior periods presented.


8

Table of Contents

The aggregate financial results of all discontinued operations for the three and six months ended August 2, 2014 and August 3, 2013, respectively, were as follows ($ in millions):
 
Three Months Ended
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
 
August 2, 2014
 
August 3, 2013
Revenue
$

 
$
1,287

 
$

 
$
2,750

 
 
 
 
 
 
 
 
Restructuring charges(1)

 
47

 

 
100

 
 
 
 
 
 
 
 
Loss from discontinued operations before income tax benefit

 
(51
)
 

 
(235
)
Income tax benefit(2)

 
38

 

 
24

Gain on sale of discontinued operations
2

 
24

 
2

 
52

Income tax expense on sale
(1
)
 

 
(1
)
 

Net gain (loss) from discontinued operations, including noncontrolling interests
1

 
11

 
1

 
(159
)
Net loss from discontinued operations attributable to noncontrolling interests

 
18

 

 
10

Net gain (loss) from discontinued operations attributable to Best Buy Co., Inc. shareholders
$
1

 
$
29

 
$
1

 
$
(149
)
(1)
See Note 5, Restructuring Charges, for further discussion of the restructuring charges associated with discontinued operations.
(2)
Income tax benefit for the three months ended August 3, 2013 includes a $27 million benefit related to a tax allocation between continuing and discontinued operations. The effective tax rate for discontinued operations for the three and six months ended August 3, 2013 differs from the statutory tax rate primarily due to the previously mentioned tax allocation, restructuring charges and the $175 million impairment of our investment in Best Buy Europe, which generally included no 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 not tax deductible.
 
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. 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.
 
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.


9

Table of Contents

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 August 2, 2014, February 1, 2014, and August 3, 2013, according to the valuation techniques we used to determine their fair values ($ in millions).
 
 
 
Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
August 2, 2014
 
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
$
211

 
$
211

 
$

 
$

Commercial paper
111

 

 
111

 

Short-term investments
 

 
 

 
 

 
 

Commercial paper
364

 

 
364

 

Treasury bills
100

 
100

 

 

Other current assets
 
 
 
 
 
 
 
Foreign currency derivative instruments
1

 

 
1

 

Other assets
 

 
 

 
 

 
 

Auction rate securities
9

 

 

 
9

Marketable securities that fund deferred compensation
98

 
98

 

 


 
 
 
Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
February 1, 2014
 
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
$
53

 
$
53

 
$

 
$

Commercial paper
80

 

 
80

 

Treasury bills
263

 
263

 

 

Short-term investments
 

 
 

 
 

 
 

Commercial paper
100

 

 
100

 

Other current assets
 

 
 

 
 

 
 

Foreign currency derivative instruments
2

 

 
2

 

Other assets
 

 
 

 
 

 
 

Auction rate securities
9

 

 

 
9

Marketable securities that fund deferred compensation
96

 
96

 

 

 
 
 
 
 
 
 
 
LIABILITIES
 

 
 

 
 

 
 

Accrued liabilities
 

 
 

 
 

 
 

Foreign currency derivative instruments
5

 

 
5

 

 

10

Table of Contents

 
 
 
Fair Value Measurements
Using Inputs Considered as
 
Fair Value at
August 3, 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
$
334

 
$
334

 
$

 
$

Other current assets
 

 
 

 
 

 
 

Foreign currency derivative instruments
1

 

 
1

 

Other assets
 

 
 

 
 

 
 

Auction rate securities
16

 

 

 
16

Marketable equity securities
4

 
4

 

 

Marketable securities that fund deferred compensation
91

 
91

 

 


There was no change in the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3) for the three and six months ended August 2, 2014. During the three and six months ended August 3, 2013, we sold $5 million of auction rate securities.

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. Our money market fund investments not 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, were measured using inputs other than quoted market prices that are observable for the investments and, therefore, were classified as Level 2.
 
Commercial Paper. Our investments in commercial paper were measured using inputs based upon quoted prices for similar instruments in active markets and, therefore, were classified as Level 2.
 
Treasury Bills. Our Treasury bills were classified as Level 1 as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.
 
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.
 
Auction Rate Securities. Our investments in auction rate securities ("ARS") were classified as Level 3 as quoted prices were unavailable. 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.
 
Marketable Securities that Fund Deferred Compensation. The assets that fund our deferred compensation consist of investments in mutual funds. These investments were classified as Level 1 as the shares of these mutual funds trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.


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Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
 
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible fixed assets, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value on our 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.

The following table summarizes the fair value remeasurements for non-restructuring property and equipment impairments and restructuring activities recorded during the six months ended August 2, 2014, and August 3, 2013 ($ in millions):
 
Six Months Ended
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
 
Impairments
 
Remaining Net Carrying Value(1)
 
Impairments
 
Remaining Net Carrying Value(1)
Continuing operations
 
 
 
 
 
 
 
Property and equipment (non-restructuring)
$
31

 
$
8

 
$
19

 
$

Restructuring activities(2)
 
 
 
 
 
 
 
Property and equipment

 

 
3

 

Total continuing operations
$
31

 
$
8

 
$
22

 
$

Discontinued operations(3)
 
 
 
 
 
 
 
Property and equipment(4)
$

 
$

 
$
220

 
$

Tradename

 

 
4

 

Total discontinued operations
$

 
$

 
$
224

 
$

(1)
Remaining net carrying value approximates fair value.
(2)
See Note 5, Restructuring Charges, for additional information.
(3)
Property and equipment and tradename impairments associated with discontinued operations are recorded within gain (loss) from discontinued operations in our Consolidated Statements of Earnings.
(4)
Includes the $175 million impairment to write down the book value of our investment in Best Buy Europe to fair value based on expected net proceeds as described in Note 2, Discontinued Operations. The impairment was calculated based on the fair value and foreign currency translation adjustment associated with the business and was applied to the fixed assets.

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

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, include cash, receivables, short-term investments, other investments, accounts payable, other payables, and long-term debt. The fair values of cash, receivables, short-term investments, accounts payable and other payables 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. Short-term investments other than those disclosed in the tables above represent time deposits. 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.


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4.    Goodwill and Intangible Assets
 
The changes in the carrying values of goodwill and indefinite-lived tradenames by segment were as follows in the six months ended August 2, 2014, and August 3, 2013 ($ in millions):
 
Goodwill
 
Indefinite-lived Tradenames
 
Domestic
 
International
 
Total
 
Domestic
 
International
 
Total
Balances at February 1, 2014
$
425

 
$

 
$
425

 
$
19

 
$
82

 
$
101

Changes in foreign currency exchange rates

 

 

 

 
(1
)
 
(1
)
Balances at August 2, 2014
$
425

 
$

 
$
425

 
$
19

 
$
81

 
$
100

 

 
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 August 3, 2013
$
528

 
$

 
$
528

 
$
19

 
$
84

 
$
103


The following table provides the gross carrying amount of goodwill and cumulative goodwill impairment losses ($ in millions):
 
August 2, 2014
 
February 1, 2014
 
August 3, 2013
 
Gross
Carrying
Amount(1)
 
Cumulative
Impairment(1)
 
Gross
Carrying
Amount(1)
 
Cumulative
Impairment(1)
 
Gross
Carrying
Amount
 
Cumulative
Impairment
Goodwill
$
1,308

 
$
(883
)
 
$
1,308

 
$
(883
)
 
$
1,412

 
$
(884
)
(1)
Excludes the gross carrying amount and cumulative impairment related to mindSHIFT goodwill, which was sold during the fourth quarter of fiscal 2014.

5.    Restructuring Charges

Charges incurred in the six months ended August 2, 2014, and August 3, 2013, for our restructuring activities were as follows ($ in millions):
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
Continuing operations
 
 
 
Renew Blue
$
14

 
$
21

Fiscal 2013 U.S. restructuring
(6
)
 
(8
)
Total continuing operations
8

 
13

Discontinued operations
 
 
 
Fiscal 2013 Europe restructuring

 
95

Fiscal 2012 restructuring

 
5

Total discontinued operations (Note 2)

 
100

Total restructuring charges
$
8

 
$
113


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, updating our store operating model and optimizing our real estate portfolio. These cost reduction initiatives represented one of the key Renew Blue priorities for fiscal 2014 and cost reduction continues to be a priority in fiscal 2015. We incurred $14 million and $21 million of restructuring charges related to Renew Blue initiatives during the first six months of fiscal 2015 and 2014, respectively. The charges in the first six months of fiscal 2015 were primarily due to employee termination benefits. The charges in the first six months of fiscal 2014 were primarily comprised of employee termination benefits, facility closure costs, and property and

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equipment impairments. We expect to continue to implement cost reduction initiatives throughout fiscal 2015, as we further analyze our operations and strategies.

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 six months ended August 2, 2014, and August 3, 2013, as well as the cumulative amount incurred through August 2, 2014, was as follows ($ in millions):
 
Domestic
 
International
 
Total
 
Six Months Ended
 
Cumulative
Amount
 
Six Months Ended
 
Cumulative
Amount
 
Six Months Ended
 
Cumulative
Amount
 
August 2,
2014
 
August 3,
2013
 
 
August 2,
2014
 
August 3,
2013
 
 
August 2,
2014
 
August 3,
2013
 
Continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory write-downs
$

 
$

 
$
1

 
$

 
$

 
$

 
$

 
$

 
$
1

Property and equipment impairments

 
2

 
14

 
1

 
1

 
26

 
1

 
3

 
40

Termination benefits
7

 
8

 
159

 
5

 
6

 
42

 
12

 
14

 
201

Investment impairments

 

 
43

 

 

 

 

 

 
43

Facility closure and other costs

 

 
3

 
1

 
4

 
62

 
1

 
4

 
65

Total
$
7

 
$
10

 
$
220

 
$
7

 
$
11

 
$
130

 
$
14

 
$
21

 
$
350


The following tables summarize our restructuring accrual activity during the six months ended August 2, 2014, and August 3, 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
Balances at February 1, 2014
$
111

 
$
51

 
$
162

Charges
28

 
7

 
35

Cash payments
(106
)
 
(9
)
 
(115
)
Adjustments(1)
(16
)
 
(4
)
 
(20
)
Changes in foreign currency exchange rates

 
(5
)
 
(5
)
Balances at August 2, 2014
$
17

 
$
40

 
$
57

(1)
Adjustments to termination benefits were due to higher-than-expected employee retention. Adjustments to facility closure and other costs represent changes in sublease assumptions and reductions in our remaining lease obligations.
 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balances at February 2, 2013
$
54

 
$
54

 
$
108

Charges
15

 
9

 
24

Cash payments
(53
)
 
(11
)
 
(64
)
Adjustments
(5
)
 
8

 
3

Changes in foreign currency exchange rates

 
(3
)
 
(3
)
Balances at August 3, 2013
$
11

 
$
57

 
$
68


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 were 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 $6 million and $8 million in the six months ended August 2, 2014, and August 3, 2013, as a result of changes in sublease assumptions and the buyout of a lease for less than the remaining vacant space liability. We have completed activities under this restructuring program and do not expect to incur further material

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restructuring charges, with the exception of potential additional adjustments to facility closure and other costs. In addition, lease payments for vacated stores will continue until leases expire or are terminated.

The 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 six months ended August 2, 2014 and August 3, 2013, as well as the cumulative amount incurred through August 2, 2014, was as follows ($ in millions):
 
Six Months Ended
 
Cumulative Amount
 
August 2, 2014
 
August 3, 2013
 
Continuing operations
 
 
 
 
 
Property and equipment impairments
$

 
$

 
$
29

Termination benefits

 

 
77

Facility closure and other costs
(6
)
 
(8
)
 
139

Total
$
(6
)
 
$
(8
)
 
$
245


The following tables summarize our restructuring accrual activity during the six months ended August 2, 2014, and August 3, 2013, related to termination benefits and facility closure and other costs associated with this program ($ in millions):
 
Facility
Closure and
Other Costs
Balances at February 1, 2014
$
58

Charges
1

Cash payments
(11
)
Adjustments
(6
)
Balances at August 2, 2014
$
42

 
Termination
Benefits
 
Facility
Closure and
Other Costs
 
Total
Balances at February 2, 2013
$
4

 
$
113

 
$
117

Charges

 
3

 
3

Cash payments
(2
)
 
(31
)
 
(33
)
Adjustments(1)
(2
)
 
(13
)
 
(15
)
Balances at August 3, 2013
$

 
$
72

 
$
72

(1)
Adjustments to facility closure and other costs represent reductions in our remaining lease obligations.

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. As described in Note 2, Discontinued Operations, we completed the sale of our 50% ownership interest in Best Buy Europe on June 26, 2013. This program ended as of the date of sale, at which time we wrote off all remaining restructuring liabilities. The cumulative amount of charges we incurred under this program was $131 million, which included $95 million in the first six months of fiscal 2014, primarily related to property and equipment impairments and termination benefits. All restructuring charges related to this program are reported within gain (loss) from discontinued operations in our Consolidated Statements of Earnings.


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The following table summarizes our restructuring accrual activity during the six months ended August 3, 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
Balances at February 2, 2013
$

 
$
5

 
$
5

Charges
36

 
2

 
38

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

 
(34
)
Balances at August 3, 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.

Fiscal 2012 Restructuring

In the third quarter of fiscal 2012, we implemented a series of actions to restructure operations in our Domestic and International segments. The actions within our Domestic segment included a decision to modify our strategy for certain mobile broadband offerings. In our International segment, we closed our large-format Best Buy branded stores in the U.K. and impaired certain information technology assets supporting the restructured operations. The cumulative amount of charges we incurred under this program was $246 million, comprised of $22 million within our Domestic segment and $224 million within our International segment, primarily related to property and equipment impairments and facility closure and other costs. We incurred $5 million of charges related to this program in the first six months of fiscal 2014, representing a change in sublease assumptions. We did not incur any charges related to this program in the first six months of fiscal 2015 and do not expect to incur further material restructuring charges related to this program, as we have completed these restructuring activities.

The following table summarizes our restructuring accrual activity during the six months ended August 3, 2013, related to facility closure and other costs associated with this program ($ in millions):
 
Facility
Closure and
Other Costs
Balances at February 2, 2013
$
36

Cash payments
(33
)
Adjustments(1)
(1
)
Changes in foreign currency exchange rates
(2
)
Balances at August 3, 2013
$

(1)
Included within Adjustments is a $5 million charge related to a change in sublease assumptions, offset by a $6 million adjustment to write off the remaining liability as a result of the sale of Best Buy Europe, as described in Note 2, Discontinued Operations.

6.    Debt
 
U.S. Revolving Credit Facilities

Our $500 million 364-day senior unsecured revolving credit facility agreement with a syndicate of banks, which was entered into on June 25, 2013, expired on June 25, 2014.

On June 30, 2014, we entered into a $1.25 billion five-year senior unsecured revolving credit facility agreement (the "Five-Year Facility Agreement") with a syndicate of banks. The Five-Year Facility Agreement replaced the previous $1.5 billion senior unsecured revolving credit facility with a syndicate of banks, which was originally scheduled to expire in October 2016, but was terminated on June 30, 2014.

The interest rate under the Five-Year Facility Agreement is variable and is determined at our option as: (i) the sum of (a) the greatest of (1) JPMorgan's prime rate, (2) the federal funds rate plus 0.5%, and (3) the one-month London Interbank Offered Rate (“LIBOR”) plus 1.0%, and (b) a variable margin rate (the “ABR Margin”); or (ii) the LIBOR plus a variable margin rate (the “LIBOR Margin”). In addition, a facility fee is assessed on the commitment amount. The ABR Margin, LIBOR Margin and the facility fee are based upon the registrant’s current senior unsecured debt rating. Under the Five-Year Facility Agreement, the ABR Margin ranges from 0.0% to 0.925%, the LIBOR Margin ranges from 1.000% to 1.925%, and the facility fee ranges from 0.125% to 0.325%.

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Long-Term Debt

Long-term debt consisted of the following ($ in millions):
 
August 2, 2014
 
February 1, 2014
 
August 3, 2013
2016 Notes
$
350

 
$
349

 
$
349

2018 Notes
500

 
500

 
500

2021 Notes
649

 
649

 
648

Financing lease obligations
83

 
95

 
109

Capital lease obligations
52

 
63

 
71

Other debt
1

 
1

 
1

   Total long-term debt
1,635

 
1,657

 
1,678

Less: current portion
(43
)
 
(45
)
 
(44
)
   Total long-term debt, less current portion
$
1,592

 
$
1,612

 
$
1,634

 

The fair value of long-term debt approximated $1,670 million, $1,690 million, and $1,673 million at August 2, 2014, February 1, 2014, and August 3, 2013, respectively, based primarily on the market prices quoted from external sources, compared with carrying values of $1,635 million, $1,657 million, and $1,678 million, respectively. If long-term debt was measured at fair value in the financial statements, it would be classified primarily as Level 1 in the fair value hierarchy.

See Note 7, Debt, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2014, for additional information regarding the terms of our debt facilities, debt instruments and other obligations.

7.    Derivative Instruments

We use foreign currency forward contracts 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 forecast inventory purchases denominated in non-functional currencies. The contracts generally have terms of up to 12 months. These derivative instruments are not designated in hedging relationships and, therefore, we record gains and losses on these contracts directly to net earnings. At August 2, 2014, February 1, 2014, and August 3, 2013, the notional amount of these instruments was $95 million, $157 million, and $123 million, respectively. We recognized losses of $1 million and $4 million in selling, general and administrative expenses in our Consolidated Statements of Earnings during the three and six months ended August 2, 2014, respectively, related to these instruments. For the three and six months ended August 3, 2013, we recognized gains of $5 million and $6 million, respectively, in selling, general and administrative expenses.
 
In conjunction with our agreement to sell our 50% ownership interest in Best Buy Europe as described in Note 2, Discontinued Operations, we entered into a deal-contingent foreign currency forward contract to hedge £455 million of the total £471 million of net proceeds. The contract was settled in cash following the completion of the sale on June 26, 2013. The effect of this instrument on our Consolidated Statements of Earnings for the three and six months ended August 3, 2013, was a $3 million gain and a $2 million loss, respectively, recognized in gain (loss) from discontinued operations.

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


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Table of Contents

The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share from continuing operations attributable to Best Buy Co., Inc. ($ and shares in millions):
 
Three Months Ended
 
Six Months Ended
 
August 2, 2014
 
August 3, 2013
 
August 2, 2014
 
August 3, 2013
Numerator
 

 
 

 
 
 
 
Net earnings from continuing operations
$
146

 
$
237

 
$
607

 
$
334

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

 
(1
)
 

Net earnings from continuing operations attributable to Best Buy Co., Inc.
$
145

 
$
237

 
$
606

 
$
334

 


 


 
 
 
 
Denominator
 
 
 
 
 
 
 
Weighted-average common shares outstanding
349.3

 
340.4

 
348.4

 
339.7

Effect of potentially dilutive securities:
 
 
 
 
 
 
 
Nonvested share awards
2.9

 
4.0

 
3.2

 
3.3

Weighted-average common shares outstanding, assuming dilution
352.2

 
344.4

 
351.6

 
343.0

 
 
 
 
 
 
 
 
Net earnings per share from continuing operations attributable to Best Buy Co., Inc.
 
 
 
 
 
 
 
Basic
$
0.42

 
$
0.69

 
$
1.74

 
$
0.98

Diluted
$
0.42

 
$
0.69

 
$
1.73

 
$
0.97


The computation of weighted-average common shares outstanding, assuming dilution, excluded options to purchase 13.5 million and 19.2 million shares of our common stock for the three months ended August 2, 2014, and August 3, 2013, respectively, and options to purchase 13.5 million and 21.7 million shares of our common stock for the six months ended August 2, 2014, and August 3, 2013, 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 anti-dilutive (i.e., including such options would result in higher earnings per share).

9.    Comprehensive Income
 
The following tables provide a reconciliation of the components of accumulated other comprehensive income, net of tax, attributable to Best Buy Co., Inc. for the six months ended August 2, 2014, and the three and six months ended August 3, 2013, respectively ($ in millions). There was no change in the components of accumulated other comprehensive income for the three months ended August 2, 2014.
 
Foreign Currency Translation
 
Available-For-Sale Investments
 
Total
Balances at February 1, 2014
$
485

 
$
7

 
$
492

Foreign currency translation adjustments
3

 

 
3

Unrealized losses on available-for-sale investments

 
(1
)
 
(1
)
Balances at August 2, 2014
$
488

 
$
6

 
$
494

 
Foreign Currency Translation
 
Available-For-Sale Investments
 
Total
Balances at May 4, 2013
$
80

 
$
2

 
$
82

Foreign currency translation adjustments
(60
)
 

 
(60
)
Reclassification of foreign currency translation adjustments into earnings due to sale of business
508

 

 
508

Unrealized losses on available-for-sale investments

 
(2
)
 
(2
)
Reclassification of losses on available-for-sale investments into earnings

 
1

 
1

Balances at August 3, 2013
$
528

 
$
1

 
$
529


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Table of Contents

 
Foreign Currency Translation
 
Available-For-Sale Investments
 
Total
Balances at February 2, 2013
$
113

 
$
(1
)
 
$
112

Foreign currency translation adjustments
(93
)
 

 
(93
)
Reclassification of foreign currency translation adjustments into earnings due to sale of business
508

 

 
508

Unrealized gains on available-for-sale investments

 
1

 
1

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

 
1

 
1

Balances at August 3, 2013
$
528

 
$
1

 
$
529


There is generally no tax impact related to foreign currency translation adjustments, as the earnings are considered permanently reinvested. In addition, there were no material tax impacts related to gains or losses on available-for-sale investments in the periods presented.

10.    Income Taxes
 
As disclosed in Note 3, Profit Share Buy-Out, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2014, in the fourth quarter of fiscal 2012, we purchased CPW’s interest in the Best Buy Mobile profit share agreement for $1.3 billion (the “Mobile buy-out”). The Mobile buy-out completed by our U.K. subsidiary resulted in the $1.3 billion purchase price being assigned, for U.S. tax purposes only, to an intangible asset. The Mobile buy-out did not, however, result in a similar intangible asset in the U.K., as the Mobile buy-out was considered part of a tax-free equity transaction for U.K. tax purposes.

Because the U.S. tax basis in the intangible asset was considered under U.S. tax law to be held by our U.K. subsidiary, which is regarded as a foreign corporation for U.S. tax purposes, ASC 740, Income Taxes, requires that no deferred tax asset may be recorded in respect of the intangible asset. ASC 740-30-25-9 also precludes the recording of a deferred tax asset on the outside basis difference of the U.K. subsidiary. As a result, the amortization of the U.S. tax basis in the intangible asset only resulted in a perio