3.
Debt

The mortgage
and other debt are secured by certain property and equipment with
a net book value of $43 and $44 at March 2, 2002, and March 3,
2001, respectively.
Convertible
Debentures
In January 2002, we sold, in a private offering, convertible
subordinated debentures having an aggregate principal amount of
$402. The proceeds from the offering, net of $6 in offering
expenses, were $396. The debentures mature in 20 years and are
callable at our option on or after Jan. 15, 2007. Holders may
require us to purchase all or a portion of their debentures on
Jan. 15, 2007; Jan. 15, 2012; and Jan. 15, 2017, at a purchase
price equal to 100% of the principal amount of the debentures plus
accrued and unpaid interest up to but not including the date of
purchase. The debentures will be convertible into shares of our
common stock at a conversion rate of 14.4927 shares per $0.001
principal amount of debentures, equivalent to an initial
conversion price of $69.00 per share, if the closing price of our
common stock exceeds a specified price for a specified period of
time, or otherwise upon the occurrence of certain events. The
debentures have an initial interest rate of 2.25%. The interest
rate may be reset, but will not fall below 2.25% or above 3.25%,
on July 15, 2006; July 15, 2011; and July 15, 2016. The debentures
are guaranteed on an unsecured and subordinated basis by Best Buy
Stores, L.P., our wholly owned indirect subsidiary. On Feb. 28,
2002, we filed a Registration Statement on Form S-3 with the
Securities and Exchange Commission to register the debentures, the
guarantee and the underlying shares of common stock. As of May 1,
2002, the Registration Statement had not yet been declared
effective.
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