8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 19, 2009

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 March 19, 2009, Barnes & Noble, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended January 31, 2009 (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.

Item 7.01     Regulation FD Disclosure

The information (including disclaimer) presented under Item 2.02 is incorporated by reference into this Item 7.01.

Item 9.01     Financial Statements and Exhibits

(d)  Exhibits

99.1  Press Release of Barnes & Noble, Inc., dated March 19, 2009

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:	March 19, 2009

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Barnes & Noble, Inc., dated March 19, 2009

EX-99.1

Exhibit 99.1

Barnes & Noble Reports 2008 Results

Sales and Earnings Per Share In-Line with Guidance

Operating Free Cash Flow of $150 Million Exceeds Guidance

Issues First Quarter and Full-Year 2009 Guidance

NEW YORK--(BUSINESS WIRE)--March 19, 2009--Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today reported sales and earnings for the fourth quarter and the full year ended January 31, 2009.

2008 RESULTS

Barnes & Noble store sales were $1,439 million for the quarter and $4,525 million for the full year. Barnes & Noble store sales decreased 4.8% for the quarter and 2.7% for the full year as compared to fiscal 2007. Comparable store sales decreased 7.3% for the quarter and 5.4% for the year, in-line with guidance.

Barnes & Noble.com sales were $157 million for the quarter and $466 million for the full year. Barnes & Noble.com comparable sales decreased 10.4% for the quarter and 1.3% for the full year as compared to the same periods in fiscal 2007.

Consolidated sales decreased 6% to $1,632 million for the quarter and decreased 3% to $5,122 million for the full year, as compared to the prior year periods.

The company previously announced two charges which impacted fourth quarter and full-year results. An after-tax charge of $2.5 million, or $0.04 per share, was recorded for severance on the elimination of corporate positions. The company also sold its majority interest in Calendar Club, recording a non-cash after-tax charge of $9.7 million, or $0.17 per share. The results of Calendar Club, along with this charge, are classified as discontinued operations.

Net earnings were $81.2 million, or $1.46 per share for the fourth quarter, and $75.9 million, or $1.32 per share for the full year. Excluding the two charges noted above, net earnings were $93.3 million, or $1.67 per share for the fourth quarter, and $88.1 million, or $1.54 per share for the full year, in-line with guidance issued on November 20, 2008.

“While 2008 proved to be the most challenging year that the company and the industry have ever experienced, we are proud of our financial results in light of the macro retail environment,” said Steve Riggio, chief executive officer of Barnes & Noble, Inc. “Despite a sales decrease of 3%, gross margins improved by 50 basis points, inventory levels were reduced by 11%, and our focus on expense control and capital expenditures enabled us to generate operating free cash flow of $150 million, exceeding our expectations. As we look to 2009, we expect the challenging environment to continue. Sales forecasts have been planned accordingly and expenses have been cut. The strength of our balance sheet remains a top priority. And, while we are reducing overall expense levels where appropriate, we will continue to invest in the growth areas of the business, as evidenced in our recent acquisition of Fictionwise.”

2009 GUIDANCE

While it is difficult to forecast sales with any certainty in the current environment, based on current trends, the company expects first quarter comparable store sales at Barnes & Noble stores to decrease in a range of 6% to 9%, and full-year comparable store sales to decrease in a range of 4% to 6%.

Barnes & Noble, Inc.’s first quarter loss is expected to range from $0.10 to $0.20 per share. Full-year earnings per share are expected to range from $0.95 to $1.25.

The share count used in the computation of earnings per share is based on a basic weighted average share count of 55 million shares for the first quarter, and a diluted weighted average share count of 57 million shares for the full year.

As of January 31, 2009, the company operated 726 Barnes & Noble stores and 52 B. Dalton stores. During the fourth quarter, five Barnes & Noble stores were opened and seven were closed. Nineteen B. Dalton stores were closed during the quarter.

A conference call with Barnes & Noble, Inc.’s senior management will be webcast beginning at 10:00 A.M. ET on Thursday, March 19, 2009, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.earnings.com for one year.

Barnes & Noble, Inc. will report first quarter earnings on or about May 21, 2009.

ABOUT BARNES & NOBLE, INC.

Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller and a Fortune 500 company, operates 778 bookstores in 50 states. For the fourth year in a row, the company is the nation’s top bookseller brand, as determined by a brand’s overall strength based on its combination of familiarity, quality and purchase intent, according to the EquiTrend® Brand Study by Harris Interactive®. Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web’s largest e-commerce sites.

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

SAFE HARBOR

This press release contains “forward-looking statements.” Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company’s products, possible disruptions in the company’s computer or telephone systems, possible risks associated with data privacy and information security, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company’s online and other initiatives, the performance and successful integration of acquired businesses, the success of the company’s strategic investments, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, the results or effects of any governmental review of the company’s stock option practices, product shortages, and other factors which may be outside of the company’s control. Please refer to the company’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially.

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
	January 31, 2009			February 2, 2008		January 31, 2009		February 2, 2008
Sales	$	1,631,616		1,738,980		5,121,804		5,286,674
Cost of sales and occupancy		1,108,899		1,182,331		3,540,596		3,679,845
Gross profit		522,717		556,649		1,581,208		1,606,829
Selling and administrative expenses		334,437		335,637		1,251,524		1,225,791
Depreciation and amortization		45,546		42,509		173,557		168,600
Pre-opening expenses		1,783		1,094		12,796		10,387
Operating profit		140,951		177,409		143,331		202,051
Interest income (expense), net		(751	)	1,507		(2,344	)	7,483
Income before taxes and minority interest		140,200		178,916		140,987		209,534
Income taxes		55,235		70,375		55,591		74,623
Income before minority interest		84,965		108,541		85,396		134,911
Minority interest		207		-		30		-
Income from continuing operations		85,172		108,541		85,426		134,911
Income (loss) from discontinued operations (net of tax)		(4,020	)	6,500		(9,506	)	888
Net Income	$	81,152		115,041		75,920		135,799
Basic income (loss) per common share:
Income from continuing operations	$	1.56		1.78		1.55		2.12
Income (loss) from discontinued operations		(0.07	)	0.11		(0.17	)	0.01
Net income	$	1.49		1.88		1.38		2.13
Diluted income (loss) per common share:
Income from continuing operations	$	1.53		1.69		1.49		2.01
Income (loss) from discontinued operations		(0.07	)	0.10		(0.17	)	0.01
Net income	$	1.46		1.79		1.32		2.03
Weighted average common shares outstanding
Basic		54,602		61,060		55,207		63,662
Diluted		55,770		64,091		57,327		67,050
Percentage of sales:
Sales		100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales and occupancy		68.0	%	68.0	%	69.1	%	69.6	%
Gross profit		32.0	%	32.0	%	30.9	%	30.4	%
Selling and administrative expenses		20.5	%	19.3	%	24.4	%	23.2	%
Depreciation and amortization		2.8	%	2.4	%	3.4	%	3.2	%
Pre-opening expenses		0.1	%	0.1	%	0.2	%	0.2	%
Operating profit		8.6	%	10.2	%	2.8	%	3.8	%
Interest income (expense), net		0.0	%	0.1	%	0.0	%	0.1	%
Income before taxes and minority interest		8.6	%	10.3	%	2.8	%	4.0	%
Income taxes		3.4	%	4.0	%	1.1	%	1.4	%
Income before minority interest		5.2	%	6.2	%	1.7	%	2.6	%
Minority interest		0.0	%	0.0	%	0.0	%	0.0	%
Income from continuing operations		5.2	%	6.2	%	1.7	%	2.6	%

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
	January 31, 2009			February 2, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	281,608		335,080
Receivables, net		80,998		107,137
Merchandise inventories		1,203,471		1,358,170
Prepaid expenses and other current assets		127,028		125,043
Current assets of discontinued operations		30,199		40,251
Total current assets		1,723,304		1,965,681
Property and equipment:
Land and land improvements		9,298		3,247
Buildings and leasehold improvements		1,096,801		1,053,490
Fixtures and equipment		1,385,454		1,310,225
		2,491,553		2,366,962
Less accumulated depreciation and amortization		1,670,839		1,553,067
Net property and equipment		820,714		813,895
Goodwill		240,008		242,633
Intangible assets, net		83,443		87,987
Deferred taxes		110,098		102,633
Other noncurrent assets		8,000		8,372
Noncurrent assets of discontinued operations		8,321		28,625
Total assets	$	2,993,888		3,249,826
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	746,599		831,669
Accrued liabilities		710,269		725,054
Current liabilities of discontinued operations		18,807		33,444
Total current liabilities		1,475,675		1,590,167
Deferred taxes		189,268		173,496
Other long-term liabilities		393,006		397,674
Noncurrent liabilities of discontinued operations		12,713		13,769
Minority interest		1,612		-
Shareholders' equity:
Common stock; $.001 par value; 300,000 shares
authorized; 87,681 and 86,754
shares issued, respectively		88		87
Additional paid-in capital		1,262,358		1,233,343
Accumulated other comprehensive loss		(14,503	)	(9,523	)
Retained earnings		721,200		696,861
Treasury stock, at cost, 33,066
and 26,461 shares, respectively		(1,047,529	)	(846,048	)
Total shareholders' equity		921,614		1,074,720
Commitments and contingencies		-		-
Total liabilities and shareholders' equity	$	2,993,888		3,249,826

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