8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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) February 22, 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 February 22, 2011, Barnes & Noble, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended January 29, 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.  Given the recent changes in the Company’s business and their impact on the current quarter, 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 February 22, 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:	February 22, 2011

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Barnes & Noble, Inc., dated February 22, 2011

EX-99.1

Exhibit 99.1

Barnes & Noble Reports Fiscal 2011 Third Quarter Financial Results

Barnes & Noble.com Comparable Sales Increase 64%

Barnes & Noble Comparable Store Sales Increase 7.3%

Earnings per Share In-Line with Guidance

NEW YORK--(BUSINESS WIRE)--February 22, 2011--Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today reported financial results for its fiscal 2011 third quarter ended January 29, 2011.

THIRD QUARTER RESULTS

Total sales for the third quarter were $2.3 billion, a 7% increase compared to the prior year period. Barnes & Noble.com comparable sales increased 64% as compared to a year ago. Barnes & Noble comparable store sales increased 7.3%, exceeding the company’s forecast for an increase of 5% to 7%. Online and bookstore sales benefited from strong consumer demand for NOOK™ products and related accessories as well as the company’s expanded Toys & Games selection.

Barnes & Noble College Booksellers (“College”) comparable store sales decreased 2.2% as compared to the prior year period. The back-to-school College rush season was impacted by the inclement weather that affected many campuses throughout the country and extended the rush season from January into February, after the close of the company's third fiscal quarter. Factoring in the two additional weeks that contributed to this year’s rush season following the quarter's end, comparable store sales decreased 1.3%, in-line with comparable sales guidance of flat to a decrease of 2%.

For the third quarter, the company reported earnings before interest, taxes, depreciation and amortization (EBITDA) of $170.1 million, in-line with guidance of $160 million to $190 million. Consolidated third quarter earnings were $60.6 million, or $1.00 per share, also in-line with previously issued guidance of $0.90 to $1.20 per share.

In the quarter, the company also launched several significant initiatives to advance its strategy including:

• The launch of NOOK Color™ - the award winning first full-color touch Reader’s Tablet
• The launch of NOOK Newsstand™ – offering an extensive selection of digital newspapers and magazines, available in single copy and subscriptions in rich color
• The launch of NOOK Kids™ – the most comprehensive catalog of children’s digital books and interactive books available to be read on NOOK Color, iPad and iPhone
• The launch of an expanded Educational Toys & Games department in Barnes & Noble stores, and online at BN.com

“We’re pleased with our financial results this quarter, but just as importantly, the third quarter was another big quarter for the Company from the standpoint of key strategic progress that positions us well for the future,” said William Lynch, chief executive officer of Barnes & Noble, Inc. “In the digital area, our eContent business continues to scale quickly such that we now sell twice as many ebooks as we do physical books at BN.com. NOOK Color, launched in the third quarter, was named the best dedicated eReader by the Associated Press. We’re very encouraged by the sell-through of that break-through device, as well as the newly launched NOOK Newsstand subscription service and NOOK Kids children’s digital library. At retail, our enhanced Educational Toys & Games experience drove 47% comparable growth in the stores, and gives families yet another reason to feel good about shopping at Barnes & Noble.”

GUIDANCE

Due to a competitor’s recent announcement that their company has filed for Chapter 11 bankruptcy protection and the potential short-term impact that their announced store closures may have in the marketplace, the company has decided not to issue sales or earnings guidance for the balance of fiscal 2011.

Additionally, the company’s Board of Directors has decided to suspend its quarterly dividend payment of $0.25 per share. This will provide the company the financial flexibility to continue investing into its high growth digital strategies, while simultaneously allowing the company to take advantage of any other market opportunities that may present themselves.

CONFERENCE CALL

A conference call with Barnes & Noble, Inc.’s senior management will be webcast beginning at 10:00 A.M. ET on Tuesday, February 22, 2011, and is accessible at www.barnesandnobleinc.com/webcasts.

Barnes & Noble, Inc. will report full-year fiscal 2011 results on or about June 21, 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 nearly 4 million students and faculty members at colleges and universities across the United States. Barnes & Noble is the nation's top bookseller brand for the seventh year in a row, as determined by a combination of the brand's performance on familiarity, quality, and purchase intent; the top bookseller in quality for the second year in a row and the number two retailer in trust, 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, which also features more than two million titles in its NOOK Bookstore™ (www.bn.com/ebooks). Through Barnes & Noble’s NOOK™ 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.

NOOK™, NOOK Color™, NOOK Books™, NOOK Newsstand™, NOOK Books en español™, VividView™, NOOK Friends™, AliveTouch™, LendMe™, ArticleView™, Daily Shelf™, NOOK Kids™, NOOK Study™, NOOK Developer™, ReadAloud™, NOOK Book Personal Shopping™, Read In Store™, More In Store™, Free Friday™, PubIt! ™, Lifetime Library™, Read What You Love. Anywhere You Like™ and Touch the Future of Reading™ 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, 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, 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, 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, the results or effects of any governmental review of Barnes & Noble’s stock option practices, 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, 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 Annual Report on Form 10-K, filed with the SEC on June 30, 2010, 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			39 weeks ended			39 weeks ended
	January 29, 2011			January 30, 2010			January 29, 2011			January 30, 2010
Sales	$	2,325,199		$	2,174,542		$	5,627,346		$	4,491,118
Cost of sales and occupancy		1,711,527			1,558,871			4,211,854			3,177,403
Gross profit		613,672			615,671			1,415,492			1,313,715
Selling and administrative expenses		443,491			411,443			1,229,669			1,024,238
Depreciation and amortization		57,010			57,068			170,691			151,091
Pre-opening expenses		40			399			93			3,381
Operating income		113,131			146,761			15,039			135,005
Interest expense, net		13,639			13,849			39,693			18,097
Income (loss) before taxes		99,492			132,912			(24,654	)		116,908
Income taxes		38,909			52,523			(10,114	)		48,212
Net income (loss)		60,583			80,389			(14,540	)		68,696
Net loss attributable to noncontrolling interests		-			14			37			18
Net income (loss) attributable to Barnes & Noble, Inc.	$	60,583		$	80,403		$	(14,503	)	$	68,714
Basic earnings (loss) per common share:
Earnings (loss) attributable to Barnes & Noble, Inc.	$	1.01		$	1.40		$	(0.26	)	$	1.20
Diluted earnings (loss) per common share:
Earnings (loss) attributable to Barnes & Noble, Inc.	$	1.00		$	1.38		$	(0.26	)	$	1.18
Weighted average common shares outstanding
Basic		56,894			55,365			56,457			55,260
Diluted		57,036			56,003			56,457			56,074
Dividends declared per common share	$	-		$	0.25		$	0.50		$	0.75
Percentage of sales:
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales and occupancy		73.6	%		71.7	%		74.8	%		70.7	%
Gross profit		26.4	%		28.3	%		25.2	%		29.3	%
Selling and administrative expenses		19.1	%		18.9	%		21.9	%		22.8	%
Depreciation and amortization		2.5	%		2.6	%		3.0	%		3.4	%
Pre-opening expenses		0.0	%		0.0	%		0.0	%		0.1	%
Operating income		4.9	%		6.7	%		0.3	%		3.0	%
Interest expense, net		0.6	%		0.6	%		0.7	%		0.4	%
Income (loss) before taxes		4.3	%		6.1	%		-0.4	%		2.6	%
Income taxes		1.7	%		2.4	%		-0.2	%		1.1	%
Net income (loss)		2.6	%		3.7	%		-0.3	%		1.5	%

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
	January 29, 2011			January 30, 2010			May 1, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	26,477			40,178		60,965
Receivables, net		356,546			246,592		106,576
Merchandise inventories		1,615,874			1,518,414		1,370,111
Prepaid expenses and other current assets		118,486			90,554		181,825
Total current assets		2,117,383			1,895,738		1,719,477
Property and equipment:
Land and land improvements		8,617			8,617		8,618
Buildings and leasehold improvements		1,206,172			1,202,702		1,212,567
Fixtures and equipment		1,648,244			1,584,456		1,594,048
		2,863,033			2,795,775		2,815,233
Less accumulated depreciation and amortization		2,130,662			1,977,781		2,003,199
Net property and equipment		732,371			817,994		812,034
Goodwill		525,220			522,702		528,541
Intangible assets, net		570,110			584,713		580,962
Other noncurrent assets		51,536			65,094		64,672
Total assets	$	3,996,620			3,886,241		3,705,686
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,244,363			1,184,915		868,976
Accrued liabilities		790,215			859,169		755,432
Short-term note payable		-			100,000		100,000
Total current liabilities		2,034,578			2,144,084		1,724,408
Long-term debt		304,400			-		260,400
Deferred taxes		310,268			274,728		311,607
Other long-term liabilities		473,378			516,914		505,903
Shareholders' equity:
Common stock; $.001 par value; 300,000 shares
authorized; 90,274, 88,631 and 88,993
shares issued, respectively		90			89		89
Additional paid-in capital		1,319,004			1,284,189		1,286,215
Accumulated other comprehensive loss		(13,212	)		(12,015	)	(13,212	)
Retained earnings		621,796			727,516		681,082
Treasury stock, at cost, 33,363, 33,215
and 33,285 shares, respectively		(1,053,682	)		(1,050,828	)	(1,052,356	)
Total Barnes & Noble, Inc. shareholders' equity		873,996			948,951		901,818
Noncontrolling interest		-			1,564		1,550
Total shareholders' equity		873,996			950,515		903,368
Commitments and contingencies		-			-		-
Total liabilities and shareholders' equity	$	3,996,620			3,886,241		3,705,686

BARNES & NOBLE, INC. AND SUBSIDIARIES
Segment Information
($ In thousands)
	13 weeks ended			13 weeks ended		39 weeks ended			39 weeks ended
	January 29, 2011			January 30, 2010		January 29, 2011			January 30, 2010
Sales
Barnes & Noble Retail	$	1,464,457		1,399,061		$	3,421,519		3,427,880
Barnes & Noble College		541,312		565,955			1,564,982		631,209
Barnes & Noble.com		319,430		209,526			640,845		432,029
Total	$	2,325,199		2,174,542		$	5,627,346		4,491,118
Gross Profit
Barnes & Noble Retail	$	471,351		483,333		$	1,036,735		1,125,183
Barnes & Noble College		112,111		116,570			331,958		131,239
Barnes & Noble.com		30,210		15,768			46,799		57,293
Total	$	613,672		615,671		$	1,415,492		1,313,715
Selling and Administrative Expenses
Barnes & Noble Retail	$	293,763		296,863		$	832,379		827,361
Barnes & Noble College		69,054		67,330			203,082		88,271
Barnes & Noble.com		80,674		47,250			194,208		108,606
Total	$	443,491		411,443		$	1,229,669		1,024,238
EBITDA
Barnes & Noble Retail	$	177,592		186,095		$	204,378		294,482
Barnes & Noble College		43,013		49,217			128,761		42,927
Barnes & Noble.com		(50,464	)	(31,483	)		(147,409	)	(51,313	)
Total	$	170,141		203,829		$	185,730		286,096
Net Income (Loss)
EBITDA	$	170,141		203,829		$	185,730		286,096
Depreciation and Amortization		(57,010	)	(57,068	)		(170,691	)	(151,091	)
Interest Expense, net		(13,639	)	(13,849	)		(39,693	)	(18,097	)
Income Taxes		(38,909	)	(52,523	)		10,114		(48,212	)
Total	$	60,583		80,389		$	(14,540	)	68,696
Percentage of sales:
Gross Margin
Barnes & Noble Retail		32.2	%	34.5	%		30.3	%	32.8	%
Barnes & Noble College		20.7	%	20.6	%		21.2	%	20.8	%
Barnes & Noble.com		9.5	%	7.5	%		7.3	%	13.3	%
Total		26.4	%	28.3	%		25.2	%	29.3	%
Selling and Administrative Expenses
Barnes & Noble Retail		20.1	%	21.2	%		24.3	%	24.1	%
Barnes & Noble College		12.8	%	11.9	%		13.0	%	14.0	%
Barnes & Noble.com		25.3	%	22.6	%		30.3	%	25.1	%
Total		19.1	%	18.9	%		21.9	%	22.8	%

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