8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2008

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

Minnesota	1-9595	41-0907483
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7601 Penn Avenue South
Richfield, Minnesota	55423
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (612) 291-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 8, 2008, Best Buy Co., Inc. (“Best Buy” or “the registrant”) and The Carphone Warehouse Group PLC (“The Carphone Warehouse”) issued a joint press release announcing that they have signed a definitive agreement under which The Carphone Warehouse and Best Buy will create a new venture comprised of The Carphone Warehouse’s existing retail business and The Carphone Warehouse’s share of its existing relationships with Best Buy.  Best Buy plans to acquire a 50% stake in the new company for cash consideration of £1.1 billion, or $2.1 billion.

The transaction is conditional on the passing of an ordinary resolution approving the transaction by The Carphone Warehouse shareholders at its extraordinary general meeting, which is expected to take place by early August 2008.  It is also conditional on receipt of approval of the change in corporate controller from the Financial Services Authority in the United Kingdom, and on The Carphone Warehouse completing the reorganization of its corporate structure to create a new holding company for its retail assets, as well as other customary conditions.

The transaction is expected to close during the registrant’s fiscal second quarter, which concludes on August 30, 2008.

A copy of the sale and purchase agreement will be filed with an amendment to this Current Report on Form 8-K.

ITEM 7.01REGULATION FD DISCLOSURE

On May 8, 2008, representatives of Best Buy and The Carphone Warehouse will hold an investor presentation which will be webcast to discuss the new venture. The registrant is furnishing the slide presentation, which it will use at its teleconference and webcast on May 8, 2008, and which it may use from time to time in presentations related to the transaction. The slides are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the registrant specifically incorporates them by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Form 8-K and furnishing this information, the registrant makes no admission as to the materiality of the information included in the slides. The registrant undertakes no duty or obligation to publicly update or revise the information included in the slides, although it may do so from time to time as the registrant’s management believes is warranted. Any such updating may be made through the filing of other reports or documents with the Securities and Exchange Commission, through press releases or through other public disclosure. The registrant will make copies of the slides available for viewing at the “For Our Investors” section of its website located at www.BestBuy.com , although Best Buy reserves the right to discontinue that availability at any time.

Some of the matters discussed in this Form 8-K (including Exhibits 99.1 and 99.2) may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of the registrant and its management.  The registrant’s business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to, those factors set forth in the press release attached hereto as Exhibit 99.1 and the risk factors set forth in the registrant’s filings with the Securities and Exchange Commission.

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ITEM 9.01EXHIBITS

(d) Exhibits

Number	Description
99.1	Press release issued jointly by Best Buy Co., Inc. and The Carphone Warehouse Group PLC dated May 8, 2008
99.2	Slide presentation issued jointly by Best Buy Co., Inc. and The Carphone Warehouse Group PLC dated May 8, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BEST BUY CO., INC.
		(Registrant)
Date: May 8, 2008	By:	/s/ SUSAN S. GRAFTON
		Susan S. Grafton
		Vice President, Controller and Chief Accounting Officer

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EX-99.1

Exhibit 99.1

8 May 2008

For immediate release

Best Buy, a World-Leading Consumer Electronics Retailer, and The Carphone Warehouse, a World-Leading Independent Mobile Phone Retailer, to Create a New Company

New Venture to Accelerate the Development of The Carphone Warehouse’s Retail Proposition and to Introduce Best Buy Stores Across Europe

Best Buy to Acquire 50% of The Carphone Warehouse’s European and US Retail Interests for a Cash Consideration of GBP 1.1 Billion or $2.1 Billion

The Carphone Warehouse to Use Proceeds to Pay Down Debt, Invest in Broadband Customer Growth and Infrastructure, and Invest in New Areas of Growth Presented by the Transaction

The Carphone Warehouse Group PLC (“The Carphone Warehouse”) (LSE: CPW) and Best Buy Co., Inc. (“Best Buy”) (NYSE: BBY) have agreed to form a new venture to accelerate their growth by capitalising on the European consumer’s evolving appetite for consumer electronics.  The assets of the newly-formed company will comprise The Carphone Warehouse’s existing retail business, operating from more than 2,400 stores in nine European countries under the Carphone Warehouse and Phone House brands; and The Carphone Warehouse’s share of its existing relationships with Best Buy.

Best Buy is a world-leading consumer electronics retailer, with fiscal 2008 revenues of $40 billion, operating income of $2.2 billion, 150,000 employees and 1,314 stores providing over 48 million square feet of sales space in the United States, Canada and China.  Best Buy plans to acquire a 50% stake in the new company for a cash consideration of £1.1 billion, or $2.1 billion.

Consumer electronics has been the fastest-growing category in European retail over the past five years and represents an estimated market of approximately £89 billion ($175 billion). The two companies expect growth in consumer electronics to be led by the convergence in entertainment, computing and communications.

Best Buy and The Carphone Warehouse expect wireless information provision, mobility and broadband to create significant new consumer and business opportunities.  Demonstrating, advising on, configuring and connecting these services will be key to success in this new market.  The two companies believe that the customer focus and passion for impartial advice that they share will be crucial

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elements of the new venture, and give it the potential to build a substantial presence in European larger format consumer electronics retailing.

On completion of the transaction, The Carphone Warehouse and Best Buy will each own 50% of the retail business, comprising all the 2,400 stores, the web and direct businesses, the insurance operations, and its airtime reselling businesses. The Carphone Warehouse continues to own 100% of its fixed line telecoms business in the U.K., comprising TalkTalk, AOL Broadband and Opal; and its share of the Virgin Mobile France joint venture. Best Buy continues to hold its 2.9% stake in The Carphone Warehouse.

The Carphone Warehouse plans to use the proceeds of the transaction to repay existing debt, to invest in broadband customer growth and infrastructure, and to invest in new areas of growth presented by the transaction.

The transaction is subject to the approval of The Carphone Warehouse’s shareholders.  The directors of The Carphone Warehouse have unanimously agreed to vote in favour of the resolution to approve the transaction at the extraordinary general meeting scheduled to take place by early August.

The purpose of the new venture is three-fold. Specifically, the new company plans:

·To continue to grow The Carphone Warehouse’s existing retail business through further physical expansion in its existing European markets, the acceleration of the current evolution towards mobile and fixed line connectivity, growth in private-label products, and the realisation of benefits from joint purchasing, joint sourcing and merchandising optimization;

·To build a significant market share in consumer electronics retailing in Europe, through the roll-out of Best Buy stores, services and websites in selected markets, beginning in calendar 2009; and

·To bring to Best Buy’s core North American operations The Carphone Warehouse’s expertise in sourcing mobility products, bundling services and operating smaller stores, thereby enhancing and diversifying Best Buy’s skill set for improving its customer experience.

The new venture would also benefit from a long-term commercial agreement with The Carphone Warehouse’s fixed line division in the U.K., enabling it to create attractive offerings through the extension of the subsidised hardware model from mobile to fixed line.

Charles Dunstone, CEO of The Carphone Warehouse, said, “Today’s announcement marks the next big step in The Carphone Warehouse’s growth story.  We have built The Carphone Warehouse by anticipating consumers’ changing needs and adapting in advance to meet them.  Our core principles of full range, impartial advice and best value have underpinned the creation of our leading position in mobile retailing.  Our approach to fixed line telecoms and our subsequent launch of free broadband followed these principles by championing choice and value for customers in a traditionally uncompetitive marketplace.  Each of these businesses in its own way has changed the market it serves, and each has benefited shareholders as well as customers.

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“We have been working closely with Best Buy for nearly two years,” Dunstone continued, “and it is clear that we have very complementary cultures, skills and assets — it’s a perfect match. It is also clear that we have a significant opportunity for incremental growth in our retail business which we can best realise with Best Buy on board.  Best Buy brings demonstrable expertise in merchandising, sourcing and customer service: that should help us accelerate the evolution of our business towards the broader connectivity market.  We bring local knowledge, infrastructure and the expertise in linking services to product: that should help them push into larger format consumer electronics retailing in Europe.”

Roger Taylor, CFO of The Carphone Warehouse, said, “We are joining forces with a leader in consumer electronics retailing to enter a major new market together.  Best Buy’s track record of value creation speaks for itself.  In addition, the proceeds from the transaction give us the power and flexibility to maximise the value of our fixed line business and enhance its scale and profitability.  Our employees, customers and suppliers all stand to benefit from the increased opportunities that the venture brings — as do our shareholders.  We welcome our expanded relationship and are very excited about its future growth prospects.”

“Both companies could have pursued their goals individually,” said Brad Anderson, Vice Chairman and CEO of Best Buy. “However, we believe that we can collapse time, increase our success with consumers and create more shareholder value for both companies by pursuing our goals together. The Carphone Warehouse offers complementary capabilities as well as local customer insights, and has a similar passion for the customer and employee experience.”

Bob Willett, CEO - Best Buy International and Chief Information Officer, said, “We’ve been successful with our business model and aspire to apply that model to one of the largest markets in the world. Yet we must do so carefully and with humility. We have seen great companies fail because they thought they could simply export their current business model to new geographies. We intend to plan our European entry strategy carefully, focused on customer needs, and with on-the-ground help from our trusted partner, The Carphone Warehouse.”

“We have been sharing experiences with The Carphone Warehouse for four years and working closely with them for the last two,” said Brian Dunn, President and Chief Operating Officer of Best Buy. “Both companies focus on anticipating and meeting the changing needs of customers.  Our cultures are similar, and we share a mutual trust and common values. We believe our combined expertise has potential to result in significant financial upside as we together attempt to transform retail in Europe through the Carphone Warehouse, Phone House and Best Buy brands. Consumers’ needs, both explicit and latent, are dramatically changing, and we want to capitalize on those.  We also intend to make the substantial capabilities of Best Buy fully available to the new venture to ensure its successful growth.”

Best Buy Mobile, which Best Buy developed through its relationship with The Carphone Warehouse, offers its U.S. customers twice the assortment of mobile phones previously offered in Best Buy stores, and has been producing higher customer satisfaction scores (as compared with stores without the Best Buy Mobile

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experience). The new concept is being introduced into all of Best Buy’s stores in the United States during calendar 2008.  The two companies also have been collaborating to bring Geek Squad, a 24-hour computer support task force, to European markets.

Details of the Transaction

The Carphone Warehouse is proposing to contribute its retail business (which includes all retail stores, its mobile airtime reselling operations, and its insurance operations) into the new venture in return for a 50% stake in the new company and total cash consideration of £1.088 billion ($2.142 billion), payable by Best Buy on completion.  The transaction includes The Carphone Warehouse’s economic interests in Best Buy Mobile in the United States, as well as the Geek Squad in the U.K. and Spain. The transaction excludes The Carphone Warehouse’s U.K. fixed line operations, its share in Virgin Mobile France and its major freehold properties.

The Carphone Warehouse’s retail business generated EBITDA of £263 million ($518 million) and an operating profit of £177 million ($349 million) on revenues of £2.9 billion ($5.7 billion) in the year ended March 2007, as reported under International Financial Reporting Standards.  Details of the gross assets that are the subject of the transaction, and the audited financial results for the year to March 2008, will be included in the circular to be sent to shareholders in due course.

It is proposed that The Carphone Warehouse’s existing European retail management team will remain responsible for the day-to-day management of the new venture.  In due course, the team will be supplemented by additional personnel from Best Buy as the development of the Best Buy stores and websites gathers pace.  Bob Willett is expected to be chairman of the new venture, and Roger Taylor, The Carphone Warehouse’s Group CFO, is anticipated to be CEO in addition to retaining his existing duties.  The business is to be overseen by a board comprising equal numbers of Best Buy and The Carphone Warehouse executives, including Charles Dunstone, Group CEO of The Carphone Warehouse.

In summary, both companies believe that the transaction provides the right platform for The Carphone Warehouse to expand its business model into new areas outside its current expertise, and for Best Buy to launch consumer electronics stores in Europe. The companies estimate the size of the European market for consumer electronics at £89 billion ($175 billion), and believe that no other European retailer offers the type of shopping experience the new venture intends to provide for consumers. While The Carphone Warehouse could continue to expand and evolve its core proposition on a standalone basis, and similarly Best Buy could make a “greenfield” entry on its own into the European consumer electronics market, both parties believe that the opportunities presented by the changing marketplace can be taken more quickly, more successfully and more cost-effectively by combining their diverse skills and resources.

The transaction is conditional on the passing of an ordinary resolution approving the transaction by The Carphone Warehouse shareholders at its extraordinary general meeting, which is expected to take place by early August 2008.  It is also conditional on receipt of approval of the change in corporate controller from the Financial

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Services Authority, and on The Carphone Warehouse completing the reorganisation of its corporate structure to create a new holding company for its retail assets.

The transaction is expected to close during Best Buy’s fiscal second quarter, which concludes on 30 August 2008.

Financial Effects on The Carphone Warehouse

Gross cash consideration of approximately £1.1 billion ($2.1 billion) is payable by Best Buy to The Carphone Warehouse on completion of the transaction.  Although on a standalone basis the transaction will be dilutive to The Carphone Warehouse’s earnings per share by approximately 10-15% in the year to March 2009, The Carphone Warehouse board believes that the incremental opportunities for growth and value creation resulting from the transaction significantly enhance the long-term prospects for the distribution business and the group as a whole.

The Carphone Warehouse expects to use the consideration received from Best Buy as follows:

·To repay debt at the Group level;

·To invest further in its next generation telecoms network in the UK, to widen its physical footprint and build additional capacity and resilience;

·To continue to grow its fixed line customer base, both organically and through acquisition, should appropriate opportunities arise; and

·To invest in new growth opportunities presented by the transaction.

Financial Effects on Best Buy

Best Buy’s £1.1 billion ($2.1 billion) acquisition of a 50% share in the new venture is expected to be funded through a combination of cash on hand, existing bank lines and other new borrowing. At the end of its fiscal 2008, Best Buy had cash and cash equivalents and short-term investments of $1.5 billion. As a result of this investment, Best Buy does not expect to repurchase shares under its existing share repurchase program in fiscal 2009. Best Buy previously had disclosed that its fiscal 2009 earnings guidance included an assumption of $800 million in share repurchases.

Best Buy is expected to consolidate the financials of the new venture following the close of the transaction. For Best Buy, this transaction is expected to add approximately $5 billion to fiscal 2009 revenue.  In combination with the negative impact of the reduction in its share repurchases, the transaction is expected to be accretive by $0.05 to $0.07 to its fiscal 2009 diluted earnings per share.

Best Buy anticipates that this venture will provide another significant profit growth opportunity, enhancing its innovation capabilities, and further diversifying its business.  Other key benefits of the investment for Best Buy include the addition of a well respected management team with a successful track record; and purchasing synergies.

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Anderson added, “We believe that successful companies create partnerships and networks to maximize growth. This is a great addition to each of our networks of skills and capabilities.”

Shareholder Approval

A circular setting out full terms of the transaction is expected to be posted to The Carphone Warehouse shareholders by 13 June 2008, together with a notice convening an extraordinary general meeting to approve the transaction.

This transaction does not require the approval of Best Buy’s shareholders.

Investor Presentation

An overview of the transaction and key strategic highlights will be presented to investors and analysts at 2.30 p.m. London time or 9:30 a.m. eastern time today at Altitude, 29^th Floor, Millbank Tower, 21-24 Millbank, London SW1P 4QP.  The slides and an interactive webcast will be available at www.cpwplc.com and www.bestbuy.com at the same time.  Dial-in numbers are as follows:

UK	0800 279 4053
United States	1 866 928 6048
Other	+44 20 7750 9910

Further details of the new company’s future growth plans will be presented to investors and analysts after the transaction has completed.  The Carphone Warehouse’s preliminary results announcement is being postponed from 3 June 2008 to 12 June 2008 to tie in with the anticipated posting of the shareholder circular on that date.

Contact Details

The Carphone Warehouse Public Relations:

Mark Schmid,	+44 7960 483181
Shane Conway,	+44 7932 199659
Anthony Carlisle,	+44 7973 611888 or +44 20 7638 9571

(Citigate Dewe Rogerson)

The Carphone Warehouse Investor Relations:

Peregrine Riviere,	+44 7909 907193
Carla Bloom,	+44 7891 094542

Best Buy Public Relations:

Sue Busch,	(612) 291-6114 or +44 7503 298194
Kelly Groehler,	(612) 291-6115
Paula Baldwin,	(612) 291-6126

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Best Buy Investor Relations:

Jennifer Driscoll,	(612) 291-6110 or +44 7503 298195
Charles Marentette,	(612) 291-6184

Best Buy’s Forward-Looking and Cautionary Statements:

This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the U.S. Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect Best Buy management’s current views and estimates regarding future market conditions, company performance and financial results, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “plan,” “outlook,” and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: failure to receive necessary approvals for the transaction; failure to achieve anticipated benefits of the transaction; and integration challenges relating to the new venture.  Other factors include the following: general economic conditions, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of competitors, profit margins, weather, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, Best Buy’s ability to react to a disaster recovery situation, and the impact of labor markets and new product introductions on overall profitability. A further list and description of risks, uncertainties and other matters can be found in Best Buy’s annual report and other reports filed from time to time with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, Best Buy’s Annual Report on Form 10-K filed with the SEC on 30 April 2008. Best Buy cautions that the foregoing list of important factors is not complete and assumes no obligation to update any forward-looking statement that it may make.

About The Carphone Warehouse Group PLC

The Carphone Warehouse is Europe’s largest independent retailer of mobile phones and related services, with over 2,400 stores across nine countries.  Our proposition is to offer customers impartial advice across the widest range of handsets, networks and tariffs in the market.  We trade as The Carphone Warehouse in the U.K. and Ireland, and as Phone House in our other European markets.  In addition, under the TalkTalk and AOL brands we are a leading provider of residential telecoms services in the U.K., with over 2.7 million broadband customers and 2.7 million voice customers. The business was founded in 1989 by CEO Charles Dunstone.

About Best Buy Co., Inc.

Best Buy Co., Inc. (NYSE: BBY) operates an international portfolio of brands with a commitment to growth and innovation.  Our employees strive to provide customers around the world with superior experiences by responding to their unique needs and aspirations.  We sell consumer electronics, home-office products, entertainment

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software, appliances and related services through approximately 1,300 retail stores across the United States, throughout Canada and in China. Our multi-channel operations include: Best Buy (BestBuy.com, BestBuy.ca, BestBuy.com.cn and Best BuyMobile.com), Future Shop (FutureShop.ca), Geek Squad (GeekSquad.com and GeekSquad.ca), Pacific Sales Kitchen and Bath Centers (PacificSales.com), Magnolia Audio Video (Magnoliaav.com), Jiangsu Five Star Appliance Co. (Five-Star.cn) and Speakeasy (Speakeasy.net). Best Buy supports the communities in which its employees work and live through volunteerism and grants that benefit children and education.

# # #

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EX-99.2

Exhibit 99.2

Formation of a new European venture: Bigger, Better, Faster, Together 8 May 2008

Safe Harbour Best Buy’s Forward-Looking and Cautionary Statements: This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the U.S. Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect Best Buy management’s current views and estimates regarding future market conditions, company performance and financial results, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “plan,” “outlook,” and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: failure to receive necessary approvals for the transaction; failure to achieve anticipated benefits of the transaction; and integration challenges relating to the new venture. Other factors include the following: general economic conditions, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of competitors, profit margins, weather, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, Best Buy’s ability to react to a disaster recovery situation, and the impact of labor markets and new product introductions on overall profitability. A further list and description of risks, uncertainties and other matters can be found in Best Buy’s annual report and other reports filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, Best Buy’s Annual Report on Form 10-K filed with the SEC on 30 April 2008. Best Buy cautions that the foregoing list of important factors is not complete and assumes no obligation to update any forward-looking statement that it may make.

Agenda • Transaction overview Charles Dunstone • Introduction to CPW Charles Dunstone • Introduction to Best Buy Brad Anderson • Vision for the new venture Bob Willett • Q&A All

Transaction overview

The transaction • Formation of new company • Assets comprise CPW’s pan-European retail business and its share of Best Buy Mobile and Geek Squad Europe • Best Buy to pay £1.088 billion ($2.142 billion) for a 50% share in the venture • Indicative timetable: • 8 May Announcement • By 13 June Circular posted to CPW shareholders • By early August CPW Extraordinary General Meeting • To be decided Future reporting

Management structure 3 from Best Buy 3 from CPW Shareholder board Existing CPW Management

Carphone Warehouse Group post transaction CPW Group PLC Retail business • Just over 2,400 stores • Web and direct • Insurance • The Phone House Telecom and other airtime reselling businesses UK Fixed Line business • TalkTalk • AOL Broadband • Opal B2B • CPW Networks 50% 100%

Financial impact on Carphone Warehouse • Pro forma net cash of c. £250m • Pro forma full year earnings per share dilution c. 10-15% • Use of proceeds • Pay down group debt • Invest in Fixed Line customer growth and infrastructure • Invest in new growth opportunities • All impacts based on International Financial Reporting Standards

Introduction to Carphone Warehouse

CPW Timeline 1989 94 95 96 97 98 99 00 Insurance launched now: 2.3m customers ARPU-sharing begins First MVNO launched FM contracts begin International expansion now: 2411 stores CPW founded

CPW Timeline 2000 01 02 03 04 05 06 07 Acquired Opal Telecom, B2B operator and network Launched TalkTalk Acquired Onetel Launched free broadband, began LLU project Acquired AOL TPHT acquired now: 1.6m customers Best Buy Mobile launched

CPW: at the forefront of new trends

CPW: success in Fixed Line • Targeting 3.5m customers by March 2010 20 140 385 650 900 1300 2700 2700 2720 2740 2741 50 70 150 420 2270 2713 2490 0 1000 2000 3000 4000 5000 6000 3/2003 9/2003 3/2004 9/2004 3/2005 9/2005 3/2006 9/2006 3/2007 9/2007 3/2008 Customers (000s) Voice Broadband

CPW’s investment in Broadband has paid off Fixed Line EBIT and margin 0 20 40 60 80 100 120 140 FY06 FY07 FY08 consensus 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% EBIT (£m) Margin %

CPW: 9 year compound EPS growth of 25% 0 500 1000 1500 2000 2500 3000 3500 4000 4500 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Revenue £ (m) 0 2 4 6 8 10 12 14 EPS (p) Revenue (£m) Basic EPS (p) Investment in Broadband

The connected world is here CPW's Mobile Broadband Weekly Sales, FY08 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 Wk01 Wk05 Wk09 Wk13 Wk17 Wk21 Wk25 Wk29 Wk33 Wk37 Wk41 Wk45 Wk49 Connections (000s)

Consumer email platforms have taken off CPW's Blackberry and Smartphone Weekly Sales, FY08 0. 1,000. 2,000. 3,000. 4,000. 5,000. 6,000. 7,000. 8,000. 9,000. Wk01 Wk04 Wk07 Wk10 Wk13 Wk16 Wk19 Wk22 Wk25 Wk28 Wk31 Wk34 Wk37 Wk40 Wk43 Wk46 Wk49 Wk52 Connections (000s)

Laptop unit shipments in Europe forecast to grow strongly Western Europe data : Outlook by Form Factor 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Desktop Notebook 2008-2011 Estimated

CPW’s laptop proposition is here • Took 8% share of UK laptop market with one model, Nov/Dec 2007

Working very well together in the United States Estimated US market share based on top 62 markets 1.7% 1.8% 1.2% 1.4% 1.5% 1.7% 1.7% 1.7% 1.6% 1.8% 2.9% 3.1% 1.8% 1.8% 1.9% 2.2% 2.3% 2.6% 2.6% 2.6% 2.3% 2.4% 4.4% 4.7% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% J F M A M J J A S O N D Market share (%) 2006 2007 Source: Telephia Market Metrics & Best Buy internal data

Best Buy is a leader in consumer electronics retailing 13% 16% 11% 15% 5% 21% 29% 23% 22% 7% Total Home Theater Computing/Dig. Imag. Music Appliances 2001 Market Share 2007 Market Share • #1 retailer of laptops in U.S. and Canada • Only retailer in U.S. to stock all the major computer brands

Pan-European opportunity

The Living Room The Bedroom The Home Office The Kitchen Service The Car Best Buy’s strategy focuses on owning the customer’s home

Billing & Insurance Broadband and Fixed Line Wireless & MVNO CPW’s strategy focuses on connecting the customer

Billing & Insurance Wireless & MVNO Broadband and Fixed Line The Living Room The Bedroom The Home Office The Kitchen Service Data Voice Movies TV Music Games Together we can provide the complete connected solution to the customer

Introduction to Best Buy

($ in billions) Revenue Growth Diluted EPS1 1 FY02 through FY05 have been adjusted for FAS 123 expense ROIC2 2Fiscal years 2002 thru 2005 have not been adjusted for FAS 123 expense 20% CAGR 15% CAGR +3Pts Best Buy: Growth as a large company FY08 Results Total revenue growth 11% Comp revenue growth 2.9% Operating income % change (20 bps) Diluted EPS growth 12% U.S. market share 21% $1.07 $1.11 $1.44 $1.75 $2.27 $2.79 $3.12 FY02 FY03 FY04 FY05 FY06 FY07 FY08 17% 16% 19% 20% 22% 21% 20% FY02 FY03 FY04 FY05 FY06 FY07 FY08 $17.7 $20.9 $24.5 $27.4 $30.8 $35.9 $40.0 FY02 FY03 FY04 FY05 FY06 FY07 FY08

~$175 B ~$160 B ~$80 B ~$17 B NewCo < 3% Share BBY ~ 21% Share Dual Brand ~ 1% Share Dual Brand ~ 35% Share CE Market Our Global opportunity Source: Verdict, Mintel, Euromonitor, OC&C analysis, and internal data

Goals for the new venture

• Continue to grow CPW’s existing retail business through physical expansion in its existing European markets, and accelerating its current evolution towards mobile and fixed line connectivity • Build a significant market share in consumer electronics retailing in Europe, through the roll-out of Best Buy stores, services and websites in selected markets, beginning in calendar 2009 • Bring to Best Buy’s core North American operations CPW’s expertise in sourcing mobility products, bundling services and operating smaller stores Goals for the new venture

Billing & Insurance Wireless & MVNO Broadband and Fixed Line The Living Room The Bedroom The Home Office The Kitchen Service Data Voice Movies TV Music Games The Connected World

Appendix

Humble Beginnings • Founded 1966 by Richard Schulze as “Sound of Music” Forging New Paths • Name changed to “Best Buy” in 1983, first superstore opens • Listed on NYSE in 1987 Reaching New Heights • Best Buy enters Fortune 500 in 1995 • #1 Market Share in US in 1999 • Expand into Canada 2001, China 2007 Best Buy History

$ in billions Best Buy - A History of Growth $ in billions 24 stores in U.S. 1,314 stores in U.S., China, Canada From $200 million to $40 billion in 21 years $0.2 $0.5 $1.6 $5.1 $10.1 $17.7 $20.9 $24.5 $27.4 $30.8 $35.9 $40.0 FY87 FY90 FY93 FY95 FY99 FY02 FY03 FY04 FY05 FY06 FY07 FY08

Stores FY08 End 1,153 stores Future 1,600 stores Canadian Market Share Over 30% Total U.S. Market Share Canadian Market Store Presence Calendar Year Best Buy US Market Share - Products Based on Calendar Year North American Leader 17% 21% 20% 18% 10% 12% 14% 16% 18% 20% 22% 1999 2001 2003 2005 2006 2007 2008 95 131 51 FY02 FY08 13% 16% 11% 15% 5% 21% 29% 23% 22% 7% Total Home Theater Computing/Dig. Imag. Music Appliances 2001 Market Share 2007 Market Share

• Achieved significant milestone of $40B in enterprise revenues • Delivered 12% EPS growth in challenging U.S. environment • Operating income improved 8% and repurchased 75.6 million shares • Continued to grow market share, customer satisfaction and loyalty; improved employee turnover to 60% • Made significant investments in growth categories, including: • Now operate 357 Apple store-in-store locations, only retailer to offer ALL major brands • Now operate 181 Best Buy Mobile store-in-store locations in relationship with The Carphone Warehouse Best Buy FY08 Highlights

Appliances Home Office Entertainment Software Consumer Electronics Services Other Total Revenue Mix Summary Year Ended March 1, 2008 Comparable Store Sales Year Ended March 1, 2008 41% 28% 19% 6% 6% <1% 100% (1.3%) 7.1% 7.9% (2.6%) 5.5% n/a 2.9% Best Buy Revenue Mix and Growth

Best Buy Category Description Extended warranties, computer and home theater set-up/installation/repair and deliveries Services Washers & dryers, refrigerators, stoves, dishwashers and air conditioning products Appliances Video gaming hardware and software, DVDs and CDs Entertainment Software Computers, mobile phones, hard drives and printers Home Office TV, cameras, MP3 players, audio equipment and GPS devices Consumer Electronics Main Products/Services Revenue Category

Best Buy’s Brands • Flagship brand, operating 975 stores in the U.S., Canada and China • Large format boxes selling consumer electronics and entertainment products, 21% market share in the U.S. • Founded in 1982, Canada’s largest consumer electronics retailer by 1990 • Purchased by Best Buy in 2001, operating 131 stores across Canada with 20% market share, commissioned sales force • 3rd largest appliance and consumer electronics retailer in China, operating 160 stores in 7 of China’s 34 provinces • Majority interest (75%) purchased by Best Buy in 2006

Best Buy’s Brands • Founded in 1994 as a 24-hour computer support service, purchased by Best Buy in 2002 • Agents operating in all Best Buy, Geek Squad standalone, and select Carphone Warehouse stores • Founded in 1954 in Seattle, WA; purchased by Best Buy in 2000; specializes in high-end home theater equipment • Currently operating 13 stand-alone stores, and nearly 350 store-in-store locations in Best Buy stores • Founded in 1960 in Southern California, purchased by Best Buy in 2006 • Operating 19 stores, specializes in high-end home improvement products and appliances

Best Buy’s Brands • Founded in 1994 as an Internet café in Seattle, now is an industry leader in broadband services • Acquired by Best Buy in 2007, provides end-to-end voice and data solutions to small business customers • Founded in 1989 as a residential custom installation provider • Purchased by Best Buy in 2005, specializes in the integration of audio, video, lighting, and HVAC into one system

USA Canada China 923 - 7(2) 13(3) 19 - 190(1) 51 131 - - - - - 1 - - - - 160 - Total 975 131 19 160 190(1) 1 Includes 181 Best Buy Mobile store-in-store locations and 9 Best Buy Mobile stand alone locations. 2 Stand Alone locations only. Geek Squad Precincts can be found in all Best Buy locations and select Carphone Warehouse stores 3 Stand Alone locations only. Magnolia Home Theater rooms are located in 346 Best Buy stores in the U.S. Best Buy’s Global Presence • Best Buy operates just over 1,300 stores globally • Planning stores in Mexico and Turkey in FY09 and FY10 7(2) 13(3)