8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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) June 21, 2011

BARNES & NOBLE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-12302	06-1196501
(Commission File Number)	(IRS Employer Identification No.)

122 Fifth Avenue, New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

(212) 633-3300

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

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

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

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

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

Item 2.02  Results of Operations and Financial Condition

On June 21, 2011, Barnes & Noble, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended April 30, 2011 (the “Press Release”).  A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Use of Non-GAAP Financial Information

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), in the press release attached hereto as Exhibit 99.1 the Company uses the non-GAAP financial measure of EBITDA (defined by the Company as earnings before interest, taxes, depreciation and amortization).

The Company’s management reviews this non-GAAP measure internally to evaluate the Company’s performance and manage its operations.  The Company believes that the inclusion of EBITDA results provides investors useful and important information regarding the Company’s operating results. The non-GAAP measure included in the press release attached hereto as Exhibit 99.1 has been reconciled to the comparable GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.  The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings releases.


Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

       99.1  Press Release of Barnes & Noble, Inc., dated June 21, 2011

SIGNATURE

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.

		BARNES & NOBLE, INC.
		(Registrant)
		By:	/s/ Joseph J. Lombardi
			Joseph J. Lombardi
			Chief Financial Officer
Date:	June 21, 2011

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Barnes & Noble, Inc., dated June 21, 2011

EX-99.1

Exhibit 99.1

Barnes & Noble Reports Record Sales of $7 Billion in Fiscal 2011

Digital Growth Fuels 78% Fourth Quarter BN.com Comparable Sales Increase

NEW YORK--(BUSINESS WIRE)--June 21, 2011--Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today reported sales and earnings for its fiscal 2011 fourth quarter and full year ended April 30, 2011.

FISCAL 2011 RESULTS

For fiscal 2011, total sales increased 20% to a record $7 billion. Sales growth was fueled by inclusion of a full year of sales from Barnes & Noble College Booksellers (“College”) as well as a 50% sales increase at BN.com.

The rapidly growing digital business propelled the top-line at BN.com driven by the company’s NOOK™ eReader product line and digital content from the NOOK Bookstore™. BN.com comparable sales growth accelerated throughout the year, increasing 78% for the fourth quarter and 65% for the full year as compared to the same periods in fiscal 2010. BN.com sales were $217 million for the quarter and $858 million for the full year.

Barnes & Noble store sales were $943 million for the quarter and $4.4 billion for the full year. Comparable store sales decreased 2.9% for the quarter. Fourth quarter comparable store sales were temporarily negatively impacted by the liquidation of over 200 Borders bookstores during the quarter. As those stores have closed, the company is realizing incremental sales in those markets. For the full year, comparable store sales increased 0.7% led by the sale of digital products, which more than offset the decline in trade books.

College sales increased 3.5% for the quarter to $211 million and were $1.8 billion for the full year. Comparable store sales increased 2.8% for the quarter and decreased 0.8% for the year.

For the fourth quarter, the company reported a consolidated net loss of $59 million, or $1.04 per share.

For fiscal 2011, the company reported earnings before interest, taxes, depreciation and amortization (EBITDA) of $163 million. The consolidated full-year net loss was $74 million, or $1.31 per share.

FISCAL 2012

The company has previously announced that it received a proposal from Liberty Media to acquire the company and that Liberty’s proposal is under review by the Special Committee of the company’s Board of Directors which is charged with reviewing strategic alternatives for the company. In light of the pendency of that proposal and its ongoing process, the Special Committee has determined that the company will not at this time issue sales or earnings guidance regarding the outlook for fiscal 2012.

CONFERENCE CALL

A conference call with Barnes & Noble, Inc.’s senior management will be webcast beginning at 10:00 A.M. ET on Tuesday, June 21, 2011, and is accessible at www.barnesandnobleinc.com/webcasts.

Barnes & Noble, Inc. will report first quarter earnings results on or about August 30, 2011.

ABOUT BARNES & NOBLE, INC.

Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller and a Fortune 500 company, operates 705 bookstores in 50 states. Barnes & Noble College Booksellers, LLC, a wholly-owned subsidiary of Barnes & Noble, also operates 636 college bookstores serving over 4.6 million students and faculty members at colleges and universities across the United States. Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web's largest e-commerce sites, which also features more than two million titles in its NOOK Bookstore(TM) (www.bn.com/ebooks). Through Barnes & Noble’s NOOK(TM) eReading product offering, customers can buy and read eBooks on the widest range of platforms, including NOOK eBook Readers, devices from partner companies, and hundreds of the most popular mobile and computing devices using free NOOK software.

General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate website: www.barnesandnobleinc.com.

The All-New NOOK(TM), The Simple Touch Reader(TM), NOOK(TM), NOOK 1st Edition(TM), NOOK Wi-Fi 1st Edition(TM), NOOK Color(TM), Reader’s Tablet(TM), Fast Page(TM), NOOK Books(TM), NOOK Bookstore(TM), NOOK Newsstand(TM), PubIt!(TM), NOOK Kids(TM), Read In Store(TM), More In Store(TM), NOOK Friends(TM), LendMe(R), NOOK Library(TM), NOOK Boutiques(TM), The Barnes & Noble Promise(TM), NOOK Books en español(TM), NOOK Study(TM), Free Friday(TM), Lifetime Library(TM) and Read What You Love. Anywhere You Like(TM) are trademarks of Barnes & Noble, Inc. Other trademarks referenced in this release are the property of their respective owners.

Follow Barnes & Noble on Twitter (www.bn.com/twitter), Facebook (http://www.facebook.com/barnesandnoble) and YouTube (http://www.youtube.com/user/bnstudio).

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to Barnes & Noble that are based on the beliefs of the management of Barnes & Noble as well as assumptions made by and information currently available to the management of Barnes & Noble. When used in this communication, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "will" and similar expressions, as they relate to Barnes & Noble or the management of Barnes & Noble, identify forward-looking statements. Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain (including supplier risks resulting from our reliance on suppliers outside the United States, including suppliers in China), possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, potential effects of a bankruptcy filing by one of Barnes & Noble's largest competitors and actions taken by that competitor during bankruptcy, including store closures or store closures at a rate different than anticipated, sales of inventory at discounted prices and elimination of liabilities, higher-than-anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, effects of government regulation on the Company’s business, including its online and digital businesses (including with respect to the agency pricing model for digital content distribution), the performance and successful integration of acquired businesses, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, including with respect to intellectual property, product and component shortages, the outcome of Barnes & Noble's evaluation of strategic alternatives, including a possible sale of Barnes & Noble, as announced on August 3, 2010 or the outcome of the proposal from Liberty Media announced on May 19, 2011, and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, "Risk Factors," in Barnes & Noble's Quarterly Report on Form 10-Q, filed with the SEC on January 29, 2011, and in Barnes & Noble's other filings made hereafter from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to Barnes & Noble or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Barnes & Noble undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this communication.

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
	13 weeks ended			13 weeks ended			52 weeks ended			52 weeks ended
	April 30, 2011			May 1, 2010			April 30, 2011			May 1, 2010
Sales	$	1,371,220		$	1,318,261		$	6,998,565		$	5,807,754
Cost of sales and occupancy		993,858			955,231			5,205,712			4,131,009
Gross profit		377,362			363,030			1,792,853			1,676,745
Selling and administrative expenses		399,716			367,969			1,629,384			1,392,207
Depreciation and amortization		57,956			56,683			228,647			207,774
Pre-opening expenses		(13	)		137			81			3,518
Operating income (loss)		(80,297	)		(61,759	)		(65,259	)		73,246
Interest expense, net		17,657			10,139			57,350			28,237
Income (loss) before taxes		(97,954	)		(71,898	)		(122,609	)		45,009
Income taxes		(38,538	)		(39,846	)		(48,652	)		8,365
Net income (loss)		(59,416	)		(32,052	)		(73,957	)		36,644
Net loss attributable to noncontrolling interests		-			14			37			32
Net income (loss) attributable to Barnes & Noble, Inc.	$	(59,416	)	$	(32,038	)	$	(73,920	)	$	36,676
Basic earnings (loss) per common share:
Earnings (loss) attributable to Barnes & Noble, Inc.	$	(1.04	)	$	(0.58	)	$	(1.31	)	$	0.64
Diluted earnings (loss) per common share:
Earnings (loss) attributable to Barnes & Noble, Inc.	$	(1.04	)	$	(0.58	)	$	(1.31	)	$	0.63
Weighted average common shares outstanding
Basic		56,981			55,597			56,588			55,344
Diluted		56,981			55,597			56,588			56,153
Dividends declared per common share	$	-		$	0.25		$	0.75		$	1.00
Percentage of sales:
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales and occupancy		72.5	%		72.5	%		74.4	%		71.1	%
Gross profit		27.5	%		27.5	%		25.6	%		28.9	%
Selling and administrative expenses		29.2	%		27.9	%		23.3	%		24.0	%
Depreciation and amortization		4.2	%		4.3	%		3.3	%		3.6	%
Pre-opening expenses		0.0	%		0.0	%		0.0	%		0.1	%
Operating income		-5.9	%		-4.7	%		-0.9	%		1.3	%
Interest expense, net		1.3	%		0.8	%		0.8	%		0.5	%
Income (loss) before taxes		-7.1	%		-5.5	%		-1.8	%		0.8	%
Income taxes		-2.8	%		-3.0	%		-0.7	%		0.1	%
Net income (loss)		-4.3	%		-2.4	%		-1.1	%		0.6	%

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
	April 30, 2011			May 1, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	59,429		60,965
Receivables, net		150,294		106,576
Merchandise inventories		1,375,362		1,370,111
Prepaid expenses and other current assets		161,936		181,825
Total current assets		1,747,021		1,719,477
Property and equipment:
Land and land improvements		8,617		8,618
Buildings and leasehold improvements		1,204,108		1,212,567
Fixtures and equipment		1,670,488		1,594,048
		2,883,213		2,815,233
Less accumulated depreciation and amortization		2,178,562		2,003,199
Net property and equipment		704,651		812,034
Goodwill		524,113		528,541
Intangible assets, net		566,578		580,962
Other noncurrent assets		54,103		64,672
Total assets	$	3,596,466		3,705,686
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	949,010		868,976
Accrued liabilities		785,667		755,432
Short-term note payable		-		100,000
Total current liabilities		1,734,677		1,724,408
Long-term debt		313,100		260,400
Deferred taxes		280,132		311,607
Other long-term liabilities		448,647		505,903
Shareholders' equity:
Common stock; $.001 par value; 300,000 shares
authorized; 90,465 and 88,225
shares issued, respectively		90		89
Additional paid-in capital		1,323,263		1,286,215
Accumulated other comprehensive loss		(11,630	)	(13,212	)
Retained earnings		562,379		681,082
Treasury stock, at cost, 33,410 and 33,285 shares, respectively		(1,054,192	)	(1,052,356	)
Total Barnes & Noble, Inc. shareholders' equity		819,910		901,818
Noncontrolling interest		-		1,550
Total shareholders' equity		819,910		903,368
Commitments and contingencies		-		-
Total liabilities and shareholders' equity	$	3,596,466		3,705,686

BARNES & NOBLE, INC. AND SUBSIDIARIES
Segment Information
(In thousands)
		13 weeks ended			13 weeks ended		52 weeks ended			52 weeks ended
		April 30, 2011			May 1, 2010		April 30, 2011			May 1, 2010
Sales
	Barnes & Noble Retail	$	942,727		973,464		$	4,364,246		4,401,343
	Barnes & Noble College		211,241		204,063			1,776,223		833,648
	Barnes & Noble.com		217,252		140,734			858,096		572,763
Total		$	1,371,220		1,318,261		$	6,998,565		5,807,754
Gross Profit
	Barnes & Noble Retail	$	297,392		304,236		$	1,334,126		1,429,450
	Barnes & Noble College		51,384		45,924			383,343		177,164
	Barnes & Noble.com		28,586		12,870			75,384		70,131
Total		$	377,362		363,030		$	1,792,853		1,676,745
Selling and Administrative Expenses
	Barnes & Noble Retail	$	253,310		261,702		$	1,085,688		1,089,095
	Barnes & Noble College		60,665		63,898			263,747		152,168
	Barnes & Noble.com		85,741		42,369			279,949		150,944
Total		$	399,716		367,969		$	1,629,384		1,392,207
EBITDA
	Barnes & Noble Retail	$	44,134		42,412		$	248,512		336,894
	Barnes & Noble College		(9,320	)	(17,989	)		119,441		24,939
	Barnes & Noble.com		(57,155	)	(29,499	)		(204,565	)	(80,813	)
Total		$	(22,341	)	(5,076	)	$	163,388		281,020
Net Income (Loss)
	EBITDA	$	(22,341	)	(5,076	)	$	163,388		281,020
	Depreciation and Amortization		(57,956	)	(56,683	)		(228,647	)	(207,774	)
	Interest Expense, net		(17,657	)	(10,139	)		(57,350	)	(28,237	)
	Income Taxes		38,538		39,846			48,652		(8,365	)
Total		$	(59,416	)	(32,052	)	$	(73,957	)	36,644
Percentage of sales:
Gross Margin
	Barnes & Noble Retail		31.5	%	31.3	%		30.6	%	32.5	%
	Barnes & Noble College		24.3	%	22.5	%		21.6	%	21.3	%
	Barnes & Noble.com		13.2	%	9.1	%		8.8	%	12.2	%
Total			27.5	%	27.5	%		25.6	%	28.9	%
Selling and Administrative Expenses
	Barnes & Noble Retail		26.9	%	26.9	%		24.9	%	24.7	%
	Barnes & Noble College		28.7	%	31.3	%		14.8	%	18.3	%
	Barnes & Noble.com		39.5	%	30.1	%		32.6	%	26.4	%
Total			29.2	%	27.9	%		23.3	%	24.0	%

CONTACT:
Media:
Barnes & Noble, Inc.
Mary Ellen Keating, 212-633-3323
Senior Vice President
Corporate Communications
mkeating@bn.com
or
Investors:
Barnes & Noble, Inc.
Joseph J. Lombardi, 212-633-3215
Chief Financial Officer
jlombardi@bn.com
or
Barnes & Noble, Inc.
Andy Milevoj, 212-633-3489
Director of Investor Relations
amilevoj@bn.com