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

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

?Overview

?Business Strategy Update

?Results of Operations

?Liquidity and Capital Resources

?Off-Balance-Sheet Arrangements and Contractual Obligations

?Significant Accounting Policies and Estimates

?New Accounting Pronouncements

?Safe Harbor Statement Under the Private Securities Litigation Reform Act



Our MD&A should be read in conjunction with our Annual Report on Form 10-K for
the fiscal year ended January 30, 2021 (including the information presented
therein under Risk Factors), as well as our other reports on Forms 10-Q and 8-K
and other publicly available information. All amounts herein are unaudited.

Overview



Our purpose is to enrich lives through technology. We do this by leveraging our
unique combination of tech expertise and human touch to meet our customers'
everyday needs, whether they come to us online, visit our stores or invite us
into their homes. We have two reportable segments: Domestic and International.
The Domestic segment is comprised of operations, including our Best Buy Health
business, in all states, districts and territories of the U.S. The International
segment is comprised of all operations in Canada and Mexico. During the third
quarter of fiscal 2021, we made the decision to exit our operations in Mexico.
All stores in Mexico were closed as of the end of the first quarter of fiscal
2022, and our International segment will be comprised of operations in Canada
going forward. Refer to Note 2, Restructuring, of the Notes to Condensed
Consolidated Financial Statements, included in this Quarterly Report on Form
10-Q, for additional information.

Our fiscal year ends on the Saturday nearest the end of January. Our business,
like that of many retailers, is seasonal. A large proportion of our revenue and
earnings is generated in the fiscal fourth quarter, which includes the majority
of the holiday shopping season in the U.S., Canada and Mexico.

Comparable Sales



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

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

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

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


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

Non-GAAP Financial Measures



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

In our discussions of the operating results of our consolidated business and our
International segment, we sometimes refer to the impact of changes in foreign
currency exchange rates or the impact of foreign currency exchange rate
fluctuations, which are references to the differences between the foreign
currency exchange rates we use to convert the International segment's operating
results from local currencies into U.S. dollars for reporting purposes. We also
may use the term "constant currency", which represents results adjusted to
exclude foreign currency impacts. We calculate those impacts as the difference
between the current period results translated using the current period currency
exchange rates and using the comparable prior period currency exchange rates. We
believe the disclosure of revenue changes in constant currency provides useful
supplementary information to investors when there are significant fluctuations
in currency rates.

Refer to the Consolidated Non-GAAP Financial Measures section below for detailed
reconciliations of items impacting non-GAAP operating income, non-GAAP effective
tax rate and non-GAAP diluted EPS in the presented periods.



Business Strategy Update



Throughout the second quarter of fiscal 2022, we provided customers multiple
ways to interact with us depending on their needs, preference and comfort.
Similar to the first quarter of fiscal 2022, customers migrated back into our
stores to touch and feel products and to seek in-person expertise and service.
At the same time, they continued to interact with us digitally at a
significantly higher rate than pre-pandemic, as online sales were 32% of
Domestic revenues compared to 16% in the second quarter of fiscal 2020. Phone
and chat volume also remained high compared to pre-pandemic levels, and sales
via these channels continued to climb. In addition, we are continuing to
interact with customers in their homes - making large-product deliveries,
installing solutions, repairing products and providing sales consultations. For
customers purchasing online, we delivered product with speed and convenience.
Online sales package delivery was not only faster than the second quarter of
last year, when our online sales increased 242%, but faster than the second
quarter of fiscal 2020 as well.

We continued to roll out and run several tests and pilots during the quarter as
we determine the best path forward to become even more customer-centric,
digitally-focused and efficient. We believe this is crucial to thriving in a new
and different environment where customers expect to seamlessly interact with
physical and digital channels throughout the shopping journey as they seek
inspiration, research, convenience and support.

One of these pilots was a new membership program. Based on the positive pilot
results, we plan to scale the program nationally in stores and online at the end
of the third quarter of fiscal 2022 under the name Best Buy Totaltech. Totaltech
is designed to give our customers the confidence that whatever their technology
needs are, we will be there to help. The goal is to create a membership
experience that customers will love, which in turn results in a higher customer
lifetime value and drives a larger share of consumer electronics spend to Best
Buy.

Over the longer term, we are fundamentally in a stronger position than we
expected to be in just two years ago. We believe there has been a structural
increase in the need for technology, and that we now serve a larger install base
of consumer electronics with customers who have an elevated appetite to upgrade
due to constant technology innovation and needs that reflect structural life
changes, like hybrid work and streaming entertainment content. We believe our
significant omnichannel assets, including our ability to inspire what is
possible across the breadth of consumer electronics, as well as our ability to
keep it all working together the way customers want, truly differentiate us
going forward in this new landscape.

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Results of Operations

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

Consolidated Performance Summary



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

                                           Three Months Ended                     Six Months Ended
                                    July 31, 2021      August 1, 2020     July 31, 2021      August 1, 2020
Revenue                            $      11,849      $       9,910      $      23,486      $      18,472
Revenue % change                            19.6  %             3.9  %            27.1  %            (1.1) %
Comparable sales % change                   19.6  %             5.8  %            27.7  %             0.4  %
Gross profit                       $       2,810      $       2,270      $       5,525      $       4,235
Gross profit as a % of revenue(1)           23.7  %            22.9  %            23.5  %            22.9  %
SG&A                               $       2,009      $       1,702      $       3,997      $       3,437
SG&A as a % of revenue(1)                   17.0  %            17.2  %            17.0  %            18.6  %
Restructuring charges              $           4      $            -     $         (38)     $           1
Operating income                   $         797      $         568      $       1,566      $         797
Operating income as a % of revenue           6.7  %             5.7  %             6.7  %             4.3  %
Net earnings                       $         734      $         432      $       1,329      $         591
Diluted earnings per share         $        2.90      $        1.65      $        5.22      $        2.26


(1)Because retailers vary in how they record costs of operating their supply
chain between cost of sales and SG&A, our gross profit rate and SG&A rate may
not be comparable to other retailers' corresponding rates. For additional
information regarding costs classified in cost of sales and SG&A, refer to Note
1, Summary of Significant Accounting Policies, in the Notes to Consolidated
Financial Statements included in our Annual Report on Form 10-K for the fiscal
year ended January 30, 2021.

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

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

Income Tax Expense



Income tax expense decreased in the second quarter of fiscal 2022 primarily due
to the resolution of certain discrete tax matters, partially offset by the
impact of increased pre-tax earnings. Our effective tax rate ("ETR") decreased
to 8.0% in the second quarter of fiscal 2022 compared to 22.9% in the second
quarter of fiscal 2021, primarily due to the resolution of certain discrete tax
matters. Refer to Note 10, Income Taxes, in the Notes to Condensed Consolidated
Financial Statements for additional information.

Income tax expense increased in the first six months of fiscal 2022 primarily
due to an increase in pre-tax earnings, partially offset by the resolution of
certain discrete tax matters. Our ETR decreased to 15.1% in the first six months
of fiscal 2022 compared to 24.2% in the first six months of fiscal 2021,
primarily due to the resolution of certain discrete tax matters.

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

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Segment Performance Summary

Domestic

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

                                           Three Months Ended                     Six Months Ended
                                    July 31, 2021      August 1, 2020     July 31, 2021      August 1, 2020
Revenue                            $      11,011      $       9,128      $      21,852      $      17,043
Revenue % change                            20.6  %             3.5  %            28.2  %            (1.5) %
Comparable sales % change(1)                20.8  %             5.0  %            28.7  %            (0.3) %
Gross profit                       $       2,606      $       2,084      $       5,132      $       3,905
Gross profit as a % of revenue              23.7  %            22.8  %            23.5  %            22.9  %
SG&A                               $       1,849      $       1,560      $       3,685      $       3,139
SG&A as a % of revenue                      16.8  %            17.1  %            16.9  %            18.4  %
Restructuring charges              $            -     $            -     $         (44)     $           1
Operating income                   $         757      $         524      $       1,491      $         765
Operating income as a % of revenue           6.9  %             5.7  %             6.8  %             4.5  %
Selected Online Revenue Data
Total online revenue               $       3,486      $       4,849      $       7,082      $       8,191
Online revenue as a % of total
segment revenue                             31.7  %            53.1  %            32.4  %            48.1  %
Comparable online sales %
change(1)                                  (28.1) %           242.2  %           (13.5) %           200.5  %


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



The increase in revenue in the second quarter and first six months of fiscal
2022 was primarily driven by comparable sales growth across almost all of our
product categories, partially offset by the loss of revenue from permanent store
closures in the past year. Online revenue of $3.5 billion and $7.1 billion in
the second quarter and first six months of fiscal 2022 decreased 28.1% and
13.5%, respectively, on a comparable basis, primarily due to channel shifts in
customer shopping behavior as a result of the COVID-19 pandemic and temporary
store closures in the prior year.

Domestic segment stores open at the beginning and end of the second quarters of
fiscal 2022 and fiscal 2021, excluding stores that were temporarily closed as a
result of COVID-19, were as follows:

                                       Fiscal 2022                                              Fiscal 2021
                                                                                                                        Total
                                                            Total Stores    Total Stores                              Stores at
                 Total Stores at                              at End of     at Beginning                               End of
                  Beginning of       Stores      Stores        Second         of Second       Stores      Stores       Second
                 Second Quarter      Opened      Closed        Quarter         Quarter        Opened      Closed       Quarter
Best Buy                  946            2          (1)            947             971             -         (1)          970
Outlet Centers             14            1            -             15              12            2            -           14
Pacific Sales              21             -           -             21              21             -           -           21
Total                     981            3          (1)            983           1,004            2          (1)        1,005


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

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



                                 Revenue Mix                             Comparable Sales
                              Three Months Ended                        Three Months Ended
                       July 31, 2021      August 1, 2020      July 31, 2021
August 1, 2020
Computing and Mobile
Phones                         43  %                47  %             11.4  %                11.7  %
Consumer Electronics           31  %                29  %             27.4  %                (3.8) %
Appliances                     16  %                14  %             31.1  %                14.5  %
Entertainment                   5  %                 5  %             36.4  %                (4.4) %
Services                        5  %                 5  %             23.6  %                (8.7) %
Total                         100  %               100  %             20.8  %                 5.0  %


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Continued strong demand for technology products and services with a focus on the
home, including working, learning, entertaining and cooking, contributed to our
Domestic comparable sales growth across most of our categories. Notable
comparable sales changes were as follows:

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

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

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

?Entertainment: The 36.4% comparable sales gain was driven primarily by gaming and virtual reality.

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



Our gross profit rate increased in the second quarter and first six months of
fiscal 2022, primarily driven by favorable product margin rates, including
reduced promotions, and rate improvement from supply chain costs resulting from
a lower mix of online revenue compared to the prior year. Our gross profit also
increased in the second quarter of fiscal 2022 due to higher profit-sharing
revenue from our private label and co-branded credit card arrangement.

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

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

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

International



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

                                           Three Months Ended                     Six Months Ended
                                    July 31, 2021      August 1, 2020     July 31, 2021     August 1, 2020
Revenue                            $        838       $        782       $      1,634      $       1,429
Revenue % change                            7.2  %             9.4  %            14.3  %             3.9  %
Comparable sales % change                   5.0  %            15.1  %            15.0  %             8.0  %
Gross profit                       $        204       $        186       $        393      $         330
Gross profit as a % of revenue             24.3  %            23.8  %            24.1  %            23.1  %
SG&A                               $        160       $        142       $        312      $         298
SG&A as a % of revenue                     19.1  %            18.2  %            19.1  %            20.9  %
Restructuring charges              $          4       $           -      $          6      $            -
Operating income                   $         40       $         44       $         75      $          32
Operating income as a % of revenue          4.8  %             5.6  %             4.6  %             2.2  %


The increase in revenue in the second quarter of fiscal 2022 was primarily
driven by the benefit of 1,070 basis points of favorable foreign currency
exchange rate fluctuations and comparable sales growth of 5.0%. In the first six
months of fiscal 2022, revenue increased primarily from comparable sales growth
of 15.0% and the benefit of 1,040 basis points of favorable foreign currency
exchange rate fluctuations. These increases were partially offset by lower
revenue in Mexico in the second quarter and first six months of fiscal 2022 of
$60 million and $129 million, respectively, as a result of our decision in the
third quarter of fiscal 2021 to exit operations.

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International segment stores open at the beginning and end of the second quarters of fiscal 2022 and fiscal 2021, excluding stores that were temporarily closed as a result of COVID-19, were as follows:



                                        Fiscal 2022                                                 Fiscal 2021
                                                             Total Stores                                                Total Stores
                 Total Stores at                               at End of     Total Stores at                               at End of
                  Beginning of       Stores       Stores        Second      

Beginning of Stores Stores Second


                 Second Quarter      Opened       Closed        Quarter      Second Quarter      Opened       Closed        Quarter
Canada
Best Buy                  130              -         (1)            129               131              -           -            131
Best Buy Mobile            33              -           -             33                41              -         (1)             40
Mexico
Best Buy                     -             -           -               -               35              -         (1)             34
Best Buy Express             -             -           -               -               14              -           -             14
Total                     163              -         (1)            162               221              -         (2)            219

International segment revenue mix percentages and comparable sales percentage changes by revenue category were as follows:



                                 Revenue Mix                          Comparable Sales
                              Three Months Ended                     Three Months Ended
                       July 31, 2021      August 1, 2020       July 31,

2021      August 1, 2020
Computing and Mobile
Phones                           44  %              49  %               (1.6) %           31.0  %
Consumer Electronics             30  %              27  %               11.8  %           (4.7) %
Appliances                       12  %              12  %               11.6  %           13.4  %
Entertainment                     7  %               6  %               13.7  %           44.5  %
Services                          5  %               4  %                2.2  %          (11.1) %
Other                             2  %               2  %               10.8  %           12.0  %
Total                           100  %             100  %                5.0  %           15.1  %


Similar to the Domestic segment, continued strong demand for technology products
and services with a focus on the home, including working, learning, entertaining
and cooking, contributed to our International segment's comparable sales growth
across most of our categories. Notable comparable sales changes were as follows:

?Computing and Mobile Phones: The 1.6% comparable sales decline was driven primarily by computing.

?Consumer Electronics: The 11.8% comparable sales gain was driven primarily by home theater.

?Appliances: The 11.6% comparable sales gain was primarily driven by large appliances.

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

?Services: The 2.2% comparable sales gain was primarily due to our repair and warranty services.



Our gross profit rate increased in the second quarter and first six months of
fiscal 2022, primarily driven by sales mixing out of Mexico, which had a lower
gross profit rate than Canada.

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

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

Restructuring charges in the second quarter and first six months of fiscal 2022
primarily related to our decision to exit operations in Mexico. Refer to Note 2,
Restructuring, of the Notes to Condensed Consolidated Financial Statements,
included in this Quarterly Report on Form 10-Q, for additional information.

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

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


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Consolidated Non-GAAP Financial Measures



Reconciliations of operating income, effective tax rate and diluted EPS (GAAP
financial measures) to non-GAAP operating income, non-GAAP effective tax rate
and non-GAAP diluted EPS (non-GAAP financial measures) were as follows ($ in
millions, except per share amounts):

                                          Three Months Ended                

Six Months Ended


                                   July 31, 2021      August 1, 2020     July 31, 2021     August 1, 2020
Operating income                  $         797      $         568      $      1,566      $         797
% of revenue                                6.7  %              5.7 %            6.7  %             4.3  %
Intangible asset amortization(1)             20                 20                40                 40
Restructuring charges(2)                      4                   -              (38)                 1
Restructuring - inventory
markdowns(3)                                   -                  -               (6)                  -

Non-GAAP operating income $ 821 $ 588 $


   1,562      $         838
% of revenue                                6.9  %             5.9  %            6.7  %             4.5  %

Effective tax rate                          8.0  %            22.9  %           15.1  %            24.2  %
Intangible asset amortization(1)            0.4  %             0.1  %            0.3  %                - %
Restructuring charges(2)                       - %                - %           (0.3) %                - %
Non-GAAP effective tax rate                 8.4  %            23.0  %           15.1  %            24.2  %

Diluted EPS                       $        2.90      $        1.65      $       5.22      $        2.26
Intangible asset amortization(1)           0.08               0.08              0.16               0.16
Restructuring charges(2)                   0.02                   -            (0.15)                  -
Restructuring - inventory
markdowns(3)                                   -                  -            (0.02)                  -
Income tax impact of non-GAAP
adjustments(4)                            (0.02)             (0.02)                 -             (0.04)
Non-GAAP diluted EPS              $        2.98      $        1.71      $       5.21      $        2.38

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



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

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



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

Our non-GAAP operating income rate increased in the second quarter and first six
months of fiscal 2022, primarily driven by higher gross profit rates due to
favorable product margin rates and rate improvement from supply chain costs, and
increased leverage from higher sales volume on our fixed expenses, which
resulted in favorable SG&A rates.

Our non-GAAP effective tax rate decreased in the second quarter and first six
months of fiscal 2022, primarily due to the resolution of certain discrete tax
matters. Refer to Note 10, Income Taxes, in the Notes to Condensed Consolidated
Financial Statements for additional information.

Our non-GAAP diluted EPS increased in the second quarter and first six months of
fiscal 2022, primarily driven by the increase in non-GAAP operating income and
the lower non-GAAP effective tax rate.

Liquidity and Capital Resources



We closely manage our liquidity and capital resources. Our liquidity
requirements depend on key variables, including the level of investment required
to support our business strategies, the performance of our business, capital
expenditures, credit facilities, short-term borrowing arrangements and working
capital management. Capital expenditures and share repurchases are a component
of our cash flow and capital management strategy, which, to a large extent, we
can adjust in response to economic and other changes in our business
environment. We have a disciplined approach to capital allocation, which focuses
on investing in key priorities that support our strategy.

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



                               July 31, 2021     January 30, 2021     August 1, 2020
Cash and cash equivalents     $        4,340    $           5,494    $        5,305


The decreases in cash and cash equivalents from July 31, 2021, compared to
January 30, 2021, and August 1, 2020, were primarily due to share repurchases,
which were temporarily suspended from March to November 2020, partially offset
by the excess of operating cash flows from higher earnings over capital spending
and dividends.

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Cash Flows

Cash flows from total operations were as follows ($ in millions):



                                                                          Six Months Ended
                                                                  July 31, 2021      August 1, 2020
Total cash provided by (used
in):
Operating activities                                            $          864      $        3,788
Investing activities                                                      (358)               (383)
Financing activities                                                    (1,662)               (332)
Effect of exchange rate changes
on cash                                                                      5                  (6)
Increase (decrease) in cash, cash
equivalents and restricted cash                                 $       (1,151)     $        3,067


Operating Activities

The decrease in cash provided by operating activities in the first half of
fiscal 2022 was primarily due to changes in inventory, which saw a decrease in
receipts in the prior-year period from measures taken in light of COVID-19 and
an increase in receipts in the current-year period to match our inventory levels
to increased demand. Changes in accounts payable also contributed to the
decrease from favorable payment terms with vendors in the prior-year period.
These decreases were partially offset by higher earnings in the current-year
period.

Investing Activities

The decrease in cash used in investing activities in the first half of fiscal 2022 was primarily driven by an increase in sales of short-term investments.

Financing Activities



The increase in cash used in financing activities in the first half of fiscal
2022 was driven primarily by an increase in share repurchases. In fiscal 2021,
we temporarily suspended share repurchases from March to November 2020. In
addition, we increased the quarterly dividend rate from $0.55 to $0.70 in fiscal
2022.

Sources of Liquidity

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

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

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

Our credit ratings and outlook as of August 27, 2021, are summarized below. On
May 20, 2021, Standard & Poor's upgraded its rating to BBB+ and confirmed its
outlook of Stable. Moody's rating and outlook remained unchanged from those
disclosed in our Annual Report on Form 10-K for the fiscal year ended January
30, 2021.

Rating Agency               Rating    Outlook
Standard & Poor's        BBB+     Stable
Moody's                  A3      Stable


Credit rating agencies review their ratings periodically, and, therefore, the
credit rating assigned to us by each agency may be subject to revision at any
time. Factors that can affect our credit ratings include changes in our
operating performance, the economic environment, conditions in the retail and
consumer electronics industries, our financial position and changes in our
business strategy. If changes in our credit ratings were to occur, they could
impact, among other things, interest costs for certain of our credit facilities,
our future borrowing costs, access to capital markets, vendor financing terms
and future new-store leasing costs.

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Restricted Cash

Our liquidity is also affected by restricted cash balances that are primarily
restricted to use for workers' compensation and general liability insurance
claims. Restricted cash, which is included in Other current assets on our
Condensed Consolidated Balance Sheets, was $134 million, $131 million and $117
million at July 31, 2021, January 30, 2021, and August 1, 2020, respectively.
The increase from August 1, 2020, was primarily due to the timing of insurance
premium payments.

Debt and Capital

As of July 31, 2021, we had $500 million of principal amount of notes due
October 1, 2028, and $650 million of principal amount of notes due October 1,
2030. Refer to Note 6, Debt, of the Notes to Condensed Consolidated Financial
Statements, included in this Quarterly Report on Form 10-Q, and Note 8, Debt, in
the Notes to Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended January 30, 2021, for additional information
about our outstanding debt.

Share Repurchases and Dividends



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

On February 16, 2021, our Board approved a new $5.0 billion share repurchase
program. There is no expiration date governing the period over which we can
repurchase shares under this new authorization. As of July 31, 2021, $3.8
billion of the $5.0 billion share repurchase authorization was available. On
August 24, 2021, we announced our plan to repurchase more than $2.5 billion of
shares in fiscal 2022.

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



                                           Three Months Ended               

Six Months Ended


                                   July 31, 2021       August 1, 2020       July 31, 2021     August 1, 2020
Total cost of shares repurchased $       416         $              -     $         1,331     $           56
Average price per share          $    112.75         $              -     $        109.92     $        86.30
Number of shares repurchased             3.7                        -                12.1                0.6
Regular quarterly cash dividends
per share                        $      0.70         $          0.55      $         1.40      $         1.10
Cash dividends declared and paid $       175         $           143      $ 

350 $ 284




The total cost of shares repurchased increased in fiscal 2022, primarily due to
the temporary suspension of all share repurchases from March to November of
fiscal 2021 to conserve liquidity in light of COVID-19-related uncertainties.
Cash dividends declared and paid increased in fiscal 2022 primarily due to an
increase in the regular quarterly cash dividend per share.

Between the end of the second quarter of fiscal 2022 on July 31, 2021, and August 27, 2021, we repurchased an incremental 1.4 million shares of our common stock at a cost of $160 million.

Other Financial Measures



Our current ratio, calculated as current assets divided by current liabilities,
remained relatively unchanged at 1.2 as of July 31, 2021, and January 30, 2021,
and 1.1 as of August 1, 2020.

Our debt to earnings ratio, calculated as total debt (including current portion)
divided by net earnings over the trailing twelve months decreased to 0.5 as of
July 31, 2021, compared to 0.8 as of January 30, 2021, and August 1, 2020,
primarily due to higher earnings.

Off-Balance-Sheet Arrangements and Contractual Obligations



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

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

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Significant Accounting Policies and Estimates



We describe our significant accounting policies in Note 1, Summary of
Significant Accounting Policies, of the Notes to Consolidated Financial
Statements included in our Annual Report on Form 10-K for the fiscal year ended
January 30, 2021. We discuss our critical accounting estimates in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, in our Annual Report on Form 10-K for the fiscal year ended January
30, 2021. There have been no significant changes in our significant accounting
policies or critical accounting estimates since the end of fiscal 2021.



New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

Safe Harbor Statement Under the Private Securities Litigation Reform Act



Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
provide a "safe harbor" for forward-looking statements to encourage companies to
provide prospective information about their companies. With the exception of
historical information, the matters discussed in this Quarterly Report on Form
10-Q are forward-looking statements and may be identified by the use of words
such as "anticipate," "assume," "believe," "estimate," "expect," "guidance,"
"intend," "outlook," "plan," "project" and other words and terms of similar
meaning. Such statements reflect our current views and estimates with respect to
future market conditions, company performance and financial results, operational
investments, business prospects, new strategies, the competitive environment and
other events. These statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from the potential results
discussed in such forward-looking statements. Readers should review Item 1A,
Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended
January 30, 2021, for a description of important factors that could cause our
actual results to differ materially from those contemplated by the
forward-looking statements made in this Quarterly Report on Form 10-Q. Among the
factors that could cause actual results and outcomes to differ materially from
those contained in such forward-looking statements are the following: the
duration and scope of the COVID-19 pandemic and its resurgence and the impact on
demand for our products and services, levels of consumer confidence and our
supply chain; macroeconomic pressures in the markets in which we operate
(including but not limited to the effects of COVID-19, fluctuations in housing
prices, energy markets and jobless rates); future outbreaks, catastrophic
events, health crises and pandemics; susceptibility of our products to
technological advancements, product life cycles and launches; conditions in the
industries and categories in which we operate; changes in consumer preferences,
spending and debt; competition (including from multi-channel retailers,
e-commerce business, technology service providers, traditional store-based
retailers, vendors and mobile network carriers); our ability to attract and
retain qualified employees; changes in market compensation rates; our expansion
strategies; our focus on services as a strategic priority; our reliance on key
vendors and mobile network carriers (including product availability); our
ability to maintain positive brand perception and recognition; our company
transformation; our mix of products and services; our ability to effectively
manage strategic ventures, alliances or acquisitions; our ability to effectively
manage our real estate portfolio; interruptions and other supply chain issues;
any material disruption in our relationship with or the services of third-party
vendors, risks related to our exclusive brand products and risks associated with
vendors that source products outside of the U.S.; trade restrictions or changes
in the costs of imports (including existing or new tariffs or duties and changes
in the amount of any such tariffs or duties); our reliance on our information
technology systems; our dependence on internet and telecommunications access and
capabilities; our ability to prevent or effectively respond to a cyber-attack,
privacy or security breach; product safety and quality concerns; changes to
labor or employment laws or regulations; risks arising from statutory,
regulatory and legal developments (including tax statutes and regulations);
risks arising from our international activities; failure to effectively manage
our costs; our dependence on cash flows and net earnings generated during the
fourth fiscal quarter; pricing investments and promotional activity; economic or
regulatory developments that might affect our ability to provide attractive
promotional financing; constraints in the capital markets; changes to our vendor
credit terms; changes in our credit ratings; and general economic uncertainty in
key global markets and worsening of global economic conditions or low levels of
economic growth. We caution that the foregoing list of important factors is not
complete. Any forward-looking statements speak only as of the date they are
made, and we assume no obligation to update any forward-looking statement that
we may make.

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