x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
|
|
41-0907483
|
State or other jurisdiction of
incorporation or organization
|
|
(I.R.S. Employer
Identification No.)
|
7601 Penn Avenue South
Richfield, Minnesota
|
|
55423
(Zip Code)
|
(Address of principal executive offices)
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Title of each class
|
|
Name of each exchange on which registered
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Common Stock, par value $.10 per share
|
|
New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
|
|
Smaller reporting company
o
|
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||
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||
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||
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||
|
•
|
We have greater exposure and responsibility to consumers for warranty replacements and repairs as a result of exclusive brand product defects, and our recourse to contracted manufacturers for such warranty liabilities may be limited in foreign jurisdictions;
|
•
|
We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by exclusive brand products, some of which may require us to take significant actions such as product recalls;
|
•
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We may experience disruptions in manufacturing or logistics due to inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key factories or unforeseen natural disasters;
|
•
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We may not be able to locate manufacturers that meet our internal standards, whether for new exclusive brand products or for migration of the manufacturing of products from an existing manufacturer;
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•
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We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries, and we may be unable to conform to new rules or interpretations in a timely manner;
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•
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We may be subject to claims by technology or other intellectual property owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our exclusive brand products;
|
•
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We may be unable to obtain or adequately protect patents and other intellectual property rights on our exclusive brand products or manufacturing processes; and
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•
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Regulations regarding disclosure of efforts to identify the country of origin of “conflict minerals” in certain portions of our supply chain could increase the cost of doing business and, depending on the findings of our country of origin inquiry, could have an adverse effect on our reputation.
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•
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The difficulty of complying with sometimes conflicting statutes and regulations in local, national or international jurisdictions;
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•
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The impact of new or changing statutes and regulations including, but not limited to, financial reform, environmental requirements, National Labor Relations Board rule changes, health care reform, data privacy and cyber-security rules, corporate governance matters and/or other as yet unknown legislation, that could affect how we operate and execute our strategies as well as alter our expense structure;
|
•
|
The impact of changes in tax laws (or interpretations thereof by courts and taxing authorities) and accounting standards; and
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•
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The impact of litigation trends, including class action lawsuits involving consumers and shareholders, and labor and employment matters.
|
•
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New product categories such as tablets and e-readers have grown rapidly and fundamentally changed the market for mobile computing devices; however, as products reach maturity and/or markets become saturated, demands levels can fall sharply;
|
•
|
Product convergence has significantly impacted the demand for some products; for example, the growth of increasingly sophisticated smartphones has reduced the demand for separate cameras, gaming systems, music players and GPS devices;
|
•
|
The timing of new product introductions and updates can have a dramatic impact on the timing of revenues; for example, the introduction of new gaming systems can produce high demand levels for hardware and the accompanying software, which may be followed by several years of decline in demand;
|
•
|
Delivery models for some products are affected by technological advances and new product innovations; for example, media such as music, video and gaming is increasingly transferring to digital delivery methods that may reduce the need for physical CD, DVD, Blu-ray and gaming products; and
|
•
|
Disruptions in the availability of content (such as sporting events or other broadcast programming) may influence the demand for hardware that our customers purchase to access such content, as well as the commission we receive from service providers.
|
|
|
U.S.
Best Buy
Stores
|
|
U.S. Best Buy
Mobile Stand-Alone Stores
|
|
Pacific Sales
Stores
|
|
Magnolia
Audio
Video Stores
|
||||
Alabama
|
|
15
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Alaska
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Arizona
|
|
24
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Arkansas
|
|
9
|
|
|
5
|
|
|
—
|
|
|
—
|
|
California
|
|
119
|
|
|
30
|
|
|
30
|
|
|
2
|
|
Colorado
|
|
22
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Connecticut
|
|
12
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Delaware
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
District of Columbia
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Florida
|
|
65
|
|
|
50
|
|
|
—
|
|
|
—
|
|
Georgia
|
|
28
|
|
|
10
|
|
|
—
|
|
|
—
|
|
Hawaii
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Idaho
|
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Illinois
|
|
51
|
|
|
16
|
|
|
—
|
|
|
—
|
|
Indiana
|
|
23
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Iowa
|
|
13
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kansas
|
|
9
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Kentucky
|
|
9
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Louisiana
|
|
16
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Maine
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Maryland
|
|
23
|
|
|
13
|
|
|
—
|
|
|
—
|
|
Massachusetts
|
|
27
|
|
|
12
|
|
|
—
|
|
|
—
|
|
Michigan
|
|
34
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Minnesota
|
|
23
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Mississippi
|
|
9
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Missouri
|
|
20
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Montana
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
|
10
|
|
|
4
|
|
|
—
|
|
|
—
|
|
New Hampshire
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
New Jersey
|
|
27
|
|
|
11
|
|
|
—
|
|
|
—
|
|
New Mexico
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
New York
|
|
54
|
|
|
15
|
|
|
—
|
|
|
—
|
|
North Carolina
|
|
32
|
|
|
15
|
|
|
—
|
|
|
—
|
|
North Dakota
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Ohio
|
|
37
|
|
|
12
|
|
|
—
|
|
|
—
|
|
Oklahoma
|
|
13
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Oregon
|
|
12
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Pennsylvania
|
|
38
|
|
|
14
|
|
|
—
|
|
|
—
|
|
Puerto Rico
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rhode Island
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
South Carolina
|
|
15
|
|
|
4
|
|
|
—
|
|
|
—
|
|
South Dakota
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Tennessee
|
|
16
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Texas
|
|
108
|
|
|
40
|
|
|
—
|
|
|
—
|
|
Utah
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vermont
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Virginia
|
|
34
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Washington
|
|
19
|
|
|
12
|
|
|
—
|
|
|
2
|
|
West Virginia
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wisconsin
|
|
23
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Wyoming
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,055
|
|
|
406
|
|
|
30
|
|
|
4
|
|
|
|
U.S.
Best Buy
Stores
|
|
U.S. Best Buy
Mobile Stand-Alone Stores
|
|
Pacific Sales
Stores
|
|
Magnolia
Audio
Video Stores
|
||||
Owned store locations
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Owned buildings and leased land
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Leased store locations
|
|
993
|
|
|
406
|
|
|
30
|
|
|
4
|
|
Square footage (in thousands)
|
|
40,640
|
|
|
588
|
|
|
772
|
|
|
51
|
|
|
|
|
|
Square Footage (in thousands)
|
||||
|
|
Location
|
|
Leased
|
|
Owned
|
||
Distribution centers
|
|
23 locations in 17 U.S. states
|
|
7,480
|
|
|
3,183
|
|
Geek Squad service center
(1)
|
|
Louisville, Kentucky
|
|
237
|
|
|
—
|
|
Principal corporate headquarters
(2)
|
|
Richfield, Minnesota
|
|
—
|
|
|
1,452
|
|
Territory field offices
|
|
26 locations throughout the U.S.
|
|
154
|
|
|
—
|
|
Pacific Sales corporate office space
|
|
Torrance, California
|
|
15
|
|
|
—
|
|
(1)
|
The leased space utilized by our Geek Squad operations is used primarily to service notebook and desktop computers.
|
(2)
|
Our principal corporate headquarters consists of four interconnected buildings. Certain vendors who provide us with a variety of corporate services occupy a portion of our principal corporate headquarters. We also sublease a portion of our principal corporate headquarters to third parties.
|
|
Canada
|
|
China
|
|
Mexico
|
||||||||||||
|
Future Shop
Stores
|
|
Best Buy
Stores
|
|
Best Buy Mobile
Stand-Alone Stores
|
|
Five Star
Stores
|
|
Best Buy
Stores
|
|
Best Buy
Express Stores
|
||||||
Canada
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alberta
|
17
|
|
|
12
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
British Columbia
|
22
|
|
|
9
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Manitoba
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
New Brunswick
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Newfoundland
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nova Scotia
|
6
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ontario
|
53
|
|
|
33
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Prince Edward Island
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Quebec
|
27
|
|
|
11
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Saskatchewan
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
China
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Anhui
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Henan
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Jiangsu
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
Shandong
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Sichuan
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Yunnan
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Zhejiang
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Estado de Mexico
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Distrito Federal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1
|
|
Jalisco
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Nuevo Leon
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Michoacan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
San Luis Potosi
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total
|
137
|
|
|
72
|
|
|
56
|
|
|
189
|
|
|
17
|
|
|
2
|
|
|
Canada
|
|
China
|
|
Mexico
|
||||||||||||
|
Future Shop
Stores
|
|
Best Buy
Stores
|
|
Best Buy Mobile
Stand-Alone Stores
|
|
Five Star
Stores
|
|
Best Buy
Stores
|
|
Best Buy
Express Stores
|
||||||
Owned store locations
|
—
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Leased store locations
|
137
|
|
|
69
|
|
|
56
|
|
|
182
|
|
|
17
|
|
|
2
|
|
Square footage (in thousands)
|
3,609
|
|
|
2,293
|
|
|
52
|
|
|
6,236
|
|
|
678
|
|
|
4
|
|
|
|
|
Square Footage (in thousands)
|
|
|
|
Square Footage (in thousands)
|
||||||||
|
Distribution Centers
|
|
Leased
|
|
Owned
|
|
Principal Corporate Offices
|
|
Leased
|
|
Owned
|
||||
Canada
|
Brampton and Bolton, Ontario
|
|
1,685
|
|
|
—
|
|
|
Burnaby, British Columbia
|
|
141
|
|
|
—
|
|
|
Vancouver, British Columbia
|
|
639
|
|
|
—
|
|
|
|
|
|
|
|
||
Five Star
|
Jiangsu Province, China
|
|
1,255
|
|
|
—
|
|
|
Nanjing, Jiangsu Province, China (corporate office)
|
|
23
|
|
|
46
|
|
|
Throughout the Five Star retail chain
|
|
673
|
|
|
—
|
|
|
District offices throughout the Five Star retail chain
|
|
169
|
|
|
—
|
|
Mexico
|
Estado de Mexico, Mexico
|
|
89
|
|
|
—
|
|
|
Distrito Federal, Mexico
|
|
32
|
|
|
—
|
|
Name
|
|
Age
|
|
Position With the Company
|
|
Years
With the
Company
|
Hubert Joly
|
|
54
|
|
President and Chief Executive Officer
|
|
1
|
Sharon L. McCollam
|
|
51
|
|
Chief Administrative Officer and Chief Financial Officer
|
|
1
|
Shari L. Ballard
|
|
47
|
|
President, International and Chief Human Resources Officer
|
|
21
|
Jude C. Buckley
|
|
43
|
|
Chief Commercial Officer
|
|
7
|
R. Michael Mohan
|
|
46
|
|
Chief Merchandising Officer
|
|
10
|
Keith J. Nelsen
|
|
50
|
|
General Counsel and Secretary
|
|
8
|
|
Sales Price
|
|
Dividends Declared and Paid
|
||||||||||||||||||||
|
Fiscal 2014
|
|
Fiscal 2013 (11-month)
|
|
Fiscal Year
|
||||||||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2014
|
|
2013
(11-month)
|
||||||||||||
First Quarter
(1)
|
$
|
26.92
|
|
|
$
|
13.83
|
|
|
$
|
27.95
|
|
|
$
|
20.78
|
|
|
$
|
0.17
|
|
|
$
|
0.16
|
|
Second Quarter
|
31.33
|
|
|
24.98
|
|
|
23.57
|
|
|
16.97
|
|
|
0.17
|
|
|
0.16
|
|
||||||
Third Quarter
|
43.85
|
|
|
30.16
|
|
|
21.60
|
|
|
14.62
|
|
|
0.17
|
|
|
0.17
|
|
||||||
Fourth Quarter
|
44.66
|
|
|
22.15
|
|
|
16.41
|
|
|
11.20
|
|
|
0.17
|
|
|
0.17
|
|
(1)
|
The first quarter of fiscal 2013 (11-month) included only two months (March 4, 2012 – May 5, 2012) as a result of the change in our fiscal year-end.
|
Plan Category
|
|
Securities to Be Issued Upon Exercise of Outstanding Options and Rights
(a)
|
|
Weighted Average Exercise Price per Share of Outstanding Options and Rights
(1)
(b)
|
|
Securities Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(2)
(c)
|
||||
Equity compensation plans approved by security holders
|
|
23,738,232
|
|
(3)
|
$
|
36.38
|
|
|
23,974,493
|
|
(1)
|
Includes weighted-average exercise price of outstanding stock options only.
|
(2)
|
Includes
4,907,102
shares of our common stock which have been reserved for issuance under our 2008 and 2003 Employee Stock Purchase Plans.
|
(3)
|
Includes grants of stock options and market-based and performance-based restricted stock under our 1994 Full-Time Non-Qualified Stock Option Plan, as amended; our 1997 Directors' Non-Qualified Stock Option Plan, as amended; our 1997 Employee Non-Qualified Stock Option Plan, as amended; and our 2004 Omnibus Stock and Incentive Plan, as amended.
|
|
|
FY09
|
|
FY10
|
|
FY11
|
|
FY12
|
|
FY13
|
|
FY14
|
||||||||||||
Best Buy Co., Inc.
|
|
$
|
100.00
|
|
|
$
|
128.61
|
|
|
$
|
115.82
|
|
|
$
|
89.04
|
|
|
$
|
61.33
|
|
|
$
|
91.65
|
|
S&P 500
|
|
100.00
|
|
|
153.62
|
|
|
188.29
|
|
|
197.94
|
|
|
221.57
|
|
|
269.25
|
|
||||||
S&P Retailing Group
|
|
100.00
|
|
|
169.06
|
|
|
213.78
|
|
|
252.65
|
|
|
312.74
|
|
|
394.59
|
|
*
|
Cumulative total return assumes dividend reinvestment.
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||||||
Fiscal Year
|
|
2014
(1)
|
|
2013
(2)(3)
|
|
2012
(2)(4)
|
|
2011
(5)
|
|
2010
(6)
|
||||||||||
Consolidated Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
42,410
|
|
|
$
|
39,827
|
|
|
$
|
45,457
|
|
|
$
|
44,432
|
|
|
$
|
43,799
|
|
Operating income (loss)
|
|
1,140
|
|
|
(119
|
)
|
|
2,200
|
|
|
2,280
|
|
|
2,274
|
|
|||||
Net earnings (loss) from continuing operations
|
|
689
|
|
|
(467
|
)
|
|
1,424
|
|
|
1,465
|
|
|
1,409
|
|
|||||
Gain (loss) from discontinued operations
|
|
(166
|
)
|
|
47
|
|
|
(1,402
|
)
|
|
(99
|
)
|
|
(15
|
)
|
|||||
Net earnings (loss) including noncontrolling interests
|
|
523
|
|
|
(420
|
)
|
|
22
|
|
|
1,366
|
|
|
1,394
|
|
|||||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
532
|
|
|
(441
|
)
|
|
(1,231
|
)
|
|
1,277
|
|
|
1,317
|
|
|||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
|
|
$
|
1.98
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.81
|
|
|
$
|
3.53
|
|
|
$
|
3.31
|
|
Net gain (loss) from discontinued operations
|
|
(0.45
|
)
|
|
0.08
|
|
|
(7.08
|
)
|
|
(0.45
|
)
|
|
(0.21
|
)
|
|||||
Net earnings (loss)
|
|
1.53
|
|
|
(1.30
|
)
|
|
(3.27
|
)
|
|
3.08
|
|
|
3.10
|
|
|||||
Cash dividends declared and paid
|
|
0.68
|
|
|
0.66
|
|
|
0.62
|
|
|
0.58
|
|
|
0.56
|
|
|||||
Common stock price:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
44.66
|
|
|
27.95
|
|
|
33.22
|
|
|
48.83
|
|
|
45.55
|
|
|||||
Low
|
|
13.83
|
|
|
11.20
|
|
|
21.79
|
|
|
30.90
|
|
|
23.97
|
|
|||||
Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable store sales gain (decline)
(7)
|
|
(0.8
|
)%
|
|
(3.4
|
)%
|
|
(1.5
|
)%
|
|
(2.3
|
)%
|
|
0.6
|
%
|
|||||
Gross profit rate
|
|
22.8
|
%
|
|
23.3
|
%
|
|
24.2
|
%
|
|
24.6
|
%
|
|
23.7
|
%
|
|||||
Selling, general and administrative expenses rate
|
|
19.8
|
%
|
|
20.5
|
%
|
|
19.3
|
%
|
|
19.2
|
%
|
|
18.4
|
%
|
|||||
Operating income (loss) rate
|
|
2.7
|
%
|
|
(0.3
|
)%
|
|
4.8
|
%
|
|
5.1
|
%
|
|
5.2
|
%
|
|||||
Year-End Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current ratio
(8)
|
|
1.4
|
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
|||||
Total assets
|
|
$
|
14,013
|
|
|
$
|
16,787
|
|
|
$
|
16,005
|
|
|
$
|
17,849
|
|
|
$
|
18,302
|
|
Debt, including current portion
|
|
1,657
|
|
|
2,296
|
|
|
2,208
|
|
|
1,709
|
|
|
1,802
|
|
|||||
Total equity
|
|
3,989
|
|
|
3,715
|
|
|
4,366
|
|
|
7,292
|
|
|
6,964
|
|
|||||
Number of stores
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
1,495
|
|
|
1,503
|
|
|
1,447
|
|
|
1,317
|
|
|
1,190
|
|
|||||
International
|
|
473
|
|
|
487
|
|
|
468
|
|
|
399
|
|
|
375
|
|
|||||
Total
|
|
1,968
|
|
|
1,990
|
|
|
1,915
|
|
|
1,716
|
|
|
1,565
|
|
|||||
Retail square footage (000s)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
42,051
|
|
|
42,232
|
|
|
43,785
|
|
|
43,660
|
|
|
42,480
|
|
|||||
International
|
|
12,872
|
|
|
13,553
|
|
|
14,353
|
|
|
12,385
|
|
|
11,857
|
|
|||||
Total
|
|
54,923
|
|
|
55,785
|
|
|
58,138
|
|
|
56,045
|
|
|
54,337
|
|
(1)
|
Included within operating income (loss) and net earnings (loss) from continuing operations for fiscal 2014 is $159 million ($104 million net of taxes) of restructuring charges from continuing operations recorded in fiscal 2014 related to measures we took to restructure our business. Net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2014 includes restructuring charges (net of tax and noncontrolling interest) from continuing operations.
|
(2)
|
Fiscal 2013 (11-month) included 48 weeks and fiscal 2012 included 53 weeks. All other periods presented included 52 weeks.
|
(3)
|
Included within our operating income (loss) and net earnings (loss) from continuing operations for fiscal 2013 (11-month) is $415 million ($268 million net of taxes) of restructuring charges from continuing operations recorded in fiscal 2013 (11-month) related to measures we took to restructure our business. Also included in net earnings (loss) from continuing operations for fiscal 2013 (11-month) is $821 million (net of taxes) of goodwill impairment charges primarily related to Best Buy Canada and Five Star. Included in gain (loss) from discontinued operations is $23 million (net of taxes) of restructuring charges primarily related to Best Buy Europe. Net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2013 (11-month) includes restructuring charges (net of tax and noncontrolling interest) from continuing operations and the net of tax goodwill impairment.
|
(4)
|
Included within our operating income (loss) and net earnings (loss) from continuing operations for fiscal 2012 is $48 million ($30 million net of taxes) of restructuring charges from continuing operations recorded in fiscal 2012 related to measures we took to restructure our business. Included in gain (loss) from discontinued operations is $194 million (net of taxes) of restructuring charges recorded in fiscal 2012 related to measures we took to restructure our business. Also included in gain (loss) from discontinued operations for fiscal 2012 is $1.2 billion (net of taxes) of goodwill impairment charges related to Best Buy Europe. Net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2012 includes restructuring charges (net of tax and noncontrolling interest) from both continuing and discontinued operations and the net of tax goodwill impairment, and excludes $1.3 billion in noncontrolling interest related to the agreement to buy out Carphone Warehouse Group plc's interest in the profit share-based management fee paid to Best Buy Europe pursuant to the 2007 Best Buy Mobile agreement (which represents earnings attributable to the noncontrolling interest).
|
(5)
|
Included within our operating income (loss) and net earnings (loss) from continuing operations for fiscal 2011 is $147 million ($93 million net of taxes) of restructuring charges recorded in the fiscal fourth quarter related to measures we took to restructure our businesses. These charges resulted in a decrease in our operating income rate of 0.3% of revenue for the fiscal year. Included in gain (loss) from discontinued operations is $54 million (net of taxes) of restructuring charges recorded in the fiscal fourth quarter related to measures we took to restructure our business. Net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2011 includes the net of tax impact of restructuring charges from both continuing and discontinued operations.
|
(6)
|
Included within our operating income (loss) and net earnings (loss) from continuing operations for fiscal 2010 is $26 million ($16 million net of tax) of restructuring charges related to measures we took to restructure our business. These charges resulted in a decrease in our operating income rate of 0.1% of revenue for the fiscal year. Included in gain (loss) from discontinued operations is $18 million (net of taxes) of restructuring charges related to measures we took to restructure our business. Net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2010 includes $25 million net of taxes and noncontrolling interest of restructuring charges from both continuing and discontinued operations.
|
(7)
|
Comparable store sales is a commonly used metric in the retail industry, which compares revenue for a particular period with the corresponding period in the prior year, excluding the impact of sales from new stores opened or closed stores. Our comparable store sales is comprised of revenue from stores operating for at least 14 full months, as well as revenue related to website and online sales, call centers and our other comparable sales channels. Revenue we earn from sales of merchandise to wholesalers or dealers is generally not included within our comparable store sales calculation. Relocated stores, as well as remodeled, expanded, and downsized stores closed more than 14 days, are excluded from the comparable store sales calculation until at least 14 full months after reopening. Acquired stores are included in the comparable store sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The calculation of comparable store sales excludes the impact of the extra week of revenue in the fourth quarter of fiscal 2012, as well as revenue from discontinued operations. The portion of our calculation of the comparable store sales percentage change attributable to our International segment excludes the effect of fluctuations in foreign currency exchange rates. The method of calculating comparable store sales varies across the retail industry. As a result, our method of calculating comparable store sales may not be the same as other retailers' methods.
|
(8)
|
The current ratio is calculated by dividing total current assets by total current liabilities.
|
•
|
Overview
|
•
|
Business Strategy
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance-Sheet Arrangements and Contractual Obligations
|
•
|
Critical Accounting Estimates
|
•
|
Reinvigorate and rejuvenate the customer experience
|
•
|
Attract and inspire leaders and employees
|
•
|
Work with vendor partners to innovate and drive value
|
•
|
Increase our return on invested capital
|
•
|
Continue our leadership role in positively impacting our world
|
Fiscal 2014 (12-month) Results Compared With Fiscal 2013 (11-month)
(1)
|
||
2014 (12-month)
|
|
2013 (11-month)
|
February 2013 - January 2014
|
|
March 2012 - January 2013
|
(1)
|
For entities reported on a lag, the fiscal months included in fiscal 2014 (12-month) were January through December and for fiscal 2013 (11-month) were February through December.
|
Fiscal 2013 (11-month) Results Compared With Fiscal 2012 (11-month recast)
(1)
|
||
2013 (11-month)
|
|
2012 (11-month recast)
|
March 2012 - January 2013
|
|
March 2011 - January 2012
|
(1)
|
For entities reported on a lag, the fiscal months included in fiscal 2013 (11-month) and fiscal 2012 (11-month recast) were February through December.
|
•
|
Fiscal 2014 (12-month) included net earnings from continuing operations of $689 million, compared to a net loss of $467 million in fiscal 2013 (11-month). Net earnings in fiscal 2014 (12-month) included $159 million of restructuring charges, while fiscal 2013 (11-month) included $822 million of goodwill impairments and $414 million of restructuring charges. Earnings per diluted share from continuing operations was $1.98 in fiscal 2014 (12-month), compared to loss per diluted share of $1.38 in fiscal 2013 (11-month).
|
•
|
Revenue was $42.4 billion in fiscal 2014 (12-month). The increase from fiscal 2013 (11-month) was driven by an extra month of revenue, partially offset by store closures in the Domestic and International segments and a comparable store sales decline of 0.8%.
|
•
|
Our gross profit rate decreased by 0.5% of revenue to 22.8% of revenue. The decrease was primarily due to an investment in price competitiveness in the Domestic segment and a more promotional environment in the Domestic and International segments.
|
•
|
We recorded $159 million of restructuring charges related to several restructuring actions we undertook in fiscal 2014 (12-month), including our Renew Blue cost reduction initiatives and other operational changes.
|
•
|
We generated $1.1 billion in operating cash flow in fiscal 2014 (12-month), compared to $1.5 billion in fiscal 2013 (11-month), and we ended fiscal 2014 (12-month) with $2.7 billion of cash and cash equivalents, compared to $1.8 billion at the end of fiscal 2013 (11-month). Capital expenditures decreased $158 million to $547 million compared to the prior year as a result of a more disciplined capital allocation process.
|
•
|
During fiscal 2014 (12-month), we made four dividend payments totaling $0.68 per share, or $233 million in the aggregate.
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||
Consolidated Performance Summary
|
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
|
|
|
|
(recast)
|
|
|
||||||||
Revenue
|
|
$
|
42,410
|
|
|
$
|
39,827
|
|
|
$
|
41,311
|
|
|
$
|
45,457
|
|
Revenue gain (decline) %
|
|
6.5
|
%
|
|
(3.6
|
)%
|
|
n/a
|
|
|
2.3
|
%
|
||||
Comparable store sales % decline
|
|
(0.8
|
)%
|
|
(3.4
|
)%
|
|
(1.6
|
)%
|
|
(1.5
|
)%
|
||||
Gross profit
|
|
$
|
9,690
|
|
|
$
|
9,298
|
|
|
$
|
9,908
|
|
|
$
|
10,984
|
|
Gross profit as a % of revenue
(1)
|
|
22.8
|
%
|
|
23.3
|
%
|
|
24.0
|
%
|
|
24.2
|
%
|
||||
SG&A
|
|
$
|
8,391
|
|
|
$
|
8,181
|
|
|
$
|
7,986
|
|
|
$
|
8,755
|
|
SG&A as a % of revenue
(1)
|
|
19.8
|
%
|
|
20.5
|
%
|
|
19.3
|
%
|
|
19.3
|
%
|
||||
Restructuring charges
|
|
$
|
159
|
|
|
$
|
414
|
|
|
$
|
24
|
|
|
$
|
29
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating income (loss)
|
|
$
|
1,140
|
|
|
$
|
(119
|
)
|
|
$
|
1,898
|
|
|
$
|
2,200
|
|
Operating income (loss) as a % of revenue
|
|
2.7
|
%
|
|
(0.3
|
)%
|
|
4.6
|
%
|
|
4.8
|
%
|
||||
Net earnings (loss) from continuing operations
(2)
|
|
$
|
687
|
|
|
$
|
(469
|
)
|
|
$
|
1,214
|
|
|
$
|
1,421
|
|
Gain (loss) from discontinued operations
(3)
|
|
$
|
(155
|
)
|
|
$
|
28
|
|
|
$
|
(2,639
|
)
|
|
$
|
(2,652
|
)
|
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
532
|
|
|
$
|
(441
|
)
|
|
$
|
(1,425
|
)
|
|
$
|
(1,231
|
)
|
Diluted earnings (loss) per share from continuing operations
|
|
$
|
1.98
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.19
|
|
|
$
|
3.81
|
|
Diluted earnings (loss) per share
|
|
$
|
1.53
|
|
|
$
|
(1.30
|
)
|
|
$
|
(3.72
|
)
|
|
$
|
(3.27
|
)
|
(1)
|
Because retailers vary in how they record costs of operating their supply chain between cost of goods sold and SG&A, our gross profit rate and SG&A rate may not be comparable to other retailers' corresponding rates. For additional information regarding costs classified in cost of goods sold and SG&A,
|
(2)
|
Includes both net earnings (loss) from continuing operations and net earnings from continuing operations attributable to noncontrolling interests.
|
(3)
|
Includes both gain (loss) from discontinued operations and net (earnings) loss from discontinued operations attributable to noncontrolling interests.
|
(1)
|
Represents the incremental revenue in fiscal 2014, which had 12 months of activity compared to 11 months in fiscal 2013 as a result of our fiscal year-end change. Refer to Note 2,
Fiscal Year-end Change
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K for further information.
|
Comparable store sales impact
|
(3.3
|
)%
|
Net store changes
|
(0.3
|
)%
|
Non-comparable sales channels
(1)
|
(0.1
|
)%
|
Impact of foreign currency exchange rate fluctuations
|
0.1
|
%
|
Total revenue decrease
|
(3.6
|
)%
|
(1)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable store sales calculation, such as certain credit card revenue, gift card breakage and sales of merchandise to wholesalers and dealers, as applicable.
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||
Domestic Segment Performance Summary
|
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
|
|
|
|
(recast)
|
|
|
||||||||
Revenue
|
|
$
|
35,831
|
|
|
$
|
33,222
|
|
|
$
|
34,102
|
|
|
$
|
37,596
|
|
Revenue gain (decline) %
|
|
7.9
|
%
|
|
(2.6
|
)%
|
|
n/a
|
|
|
1.4
|
%
|
||||
Comparable store sales decline %
|
|
(0.4
|
)%
|
|
(1.7
|
)%
|
|
(1.6
|
)%
|
|
(1.6
|
)%
|
||||
Gross profit
|
|
$
|
8,274
|
|
|
$
|
7,789
|
|
|
$
|
8,227
|
|
|
$
|
9,179
|
|
Gross profit as a % of revenue
|
|
23.1
|
%
|
|
23.4
|
%
|
|
24.1
|
%
|
|
24.4
|
%
|
||||
SG&A
|
|
$
|
7,006
|
|
|
$
|
6,728
|
|
|
$
|
6,554
|
|
|
$
|
7,191
|
|
SG&A as a % of revenue
|
|
19.6
|
%
|
|
20.3
|
%
|
|
19.2
|
%
|
|
19.1
|
%
|
||||
Restructuring charges
|
|
$
|
123
|
|
|
$
|
327
|
|
|
$
|
19
|
|
|
$
|
24
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating income
|
|
$
|
1,145
|
|
|
$
|
731
|
|
|
$
|
1,654
|
|
|
$
|
1,964
|
|
Operating income as a % of revenue
|
|
3.2
|
%
|
|
2.2
|
%
|
|
4.9
|
%
|
|
5.2
|
%
|
|
Fiscal 2012
|
|
Fiscal 2013 (11-Month)
|
|
Fiscal 2014
|
|||||||||||||||
|
Total Stores
at End of
Fiscal Year
|
|
Stores
Opened
|
|
Stores
Closed
|
|
Total Stores
at End of
Fiscal Year
|
|
Stores
Opened
|
|
Stores
Closed
|
|
Total Stores
at End of
Fiscal Year
|
|||||||
Best Buy
|
1,103
|
|
|
—
|
|
|
(47
|
)
|
|
1,056
|
|
|
—
|
|
|
(1
|
)
|
|
1,055
|
|
Best Buy Mobile stand-alone
|
305
|
|
|
105
|
|
|
(1
|
)
|
|
409
|
|
|
12
|
|
|
(15
|
)
|
|
406
|
|
Pacific Sales
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
(4
|
)
|
|
30
|
|
Magnolia Audio Video
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Total Domestic segment stores
|
1,447
|
|
|
105
|
|
|
(49
|
)
|
|
1,503
|
|
|
12
|
|
|
(20
|
)
|
|
1,495
|
|
Extra month of revenue
(1)
|
8.2
|
%
|
Net store changes
|
(0.2
|
)%
|
Comparable store sales impact
|
(0.1
|
)%
|
Total revenue increase
|
7.9
|
%
|
(1)
|
Represents the incremental revenue in fiscal 2014, which had 12 months of activity compared to 11 months in fiscal 2013 as a result of our fiscal year-end change. Refer to Note 2,
Fiscal Year-end Change
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K for further information.
|
|
Revenue Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
|
11 Months Ended
|
||||
|
February 1, 2014
|
|
February 2, 2013
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Consumer Electronics
(1)
|
30
|
%
|
|
32
|
%
|
|
(5.6
|
)%
|
|
(8.0
|
)%
|
Computing and Mobile Phones
(1)
|
48
|
%
|
|
45
|
%
|
|
4.7
|
%
|
|
7.4
|
%
|
Entertainment
|
8
|
%
|
|
10
|
%
|
|
(16.3
|
)%
|
|
(21.4
|
)%
|
Appliances
|
7
|
%
|
|
6
|
%
|
|
16.7
|
%
|
|
10.1
|
%
|
Services
|
6
|
%
|
|
6
|
%
|
|
0.2
|
%
|
|
0.8
|
%
|
Other
|
1
|
%
|
|
1
|
%
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(0.4
|
)%
|
|
(1.7
|
)%
|
(1)
|
In fiscal 2014, e-Readers were moved from the "Consumer Electronics" revenue category to "Computing and Mobile Phones" to reflect the continued convergence of their features with tablets and other computing devices.
|
•
|
Consumer Electronics:
The
5.6%
comparable store sales decline was primarily due to industry declines driven by device convergence with smartphones and tablets, which has negatively impacted sales of digital imaging products, particularly compact cameras and camcorders, MP3 devices and accessories, and GPS navigation products.
|
•
|
Computing and Mobile Phones:
The
4.7%
comparable store sales gain primarily resulted from growth in mobile phones in the first three quarters of fiscal 2014 (12-month), which was partially due to successful promotions and an increased sales mix into higher-priced smartphones. In addition, we experienced a comparable store sales gain in computing driven by growth in the second half of fiscal 2014 (12-month) as a result of improved inventory availability.
|
•
|
Entertainment:
The
16.3%
comparable stores sales decline was driven primarily by weak gaming sales in the first three quarters as consumers awaited the launch of new platforms in the fourth quarter of fiscal 2014 (12-month), as well as declines in movies and music as consumers continue to shift from physical media to digital consumption.
|
•
|
Appliances:
The
16.7%
comparable store sales gain was a result of strong performance throughout fiscal 2014 (12-month) due to effective promotions, the addition of appliance specialists in select stores, the expansion of the small appliances category, and the positive impact of Pacific Kitchen & Home store-within-a-store concepts.
|
•
|
Services:
The
0.2%
comparable store sales gain was primarily due to growth in mobile phone repair services, offset by a decline in warranty services due to the prior-year benefit from a periodic profit sharing payment that was earned based on the long-term performance of our externally managed extended service plan portfolio that did not recur in fiscal 2014 (12-month).
|
Comparable store sales impact
|
(1.6
|
)%
|
Net new stores
|
(1.0
|
)%
|
Total revenue decrease
|
(2.6
|
)%
|
|
Revenue Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||
|
11 Months Ended
|
|
11 Months Ended
|
||||||||
|
February 2, 2013
|
|
January 28, 2012
|
|
February 2, 2013
|
|
January 28, 2012
|
||||
Consumer Electronics
(1)
|
32
|
%
|
|
34
|
%
|
|
(8.0
|
)%
|
|
(8.6
|
)%
|
Computing and Mobile Phones
(1)
|
45
|
%
|
|
42
|
%
|
|
7.4
|
%
|
|
9.1
|
%
|
Entertainment
|
10
|
%
|
|
12
|
%
|
|
(21.4
|
)%
|
|
(16.0
|
)%
|
Appliances
|
6
|
%
|
|
5
|
%
|
|
10.1
|
%
|
|
10.6
|
%
|
Services
|
6
|
%
|
|
6
|
%
|
|
0.8
|
%
|
|
(0.1
|
)%
|
Other
|
1
|
%
|
|
1
|
%
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(1.7
|
)%
|
|
(1.6
|
)%
|
(1)
|
In fiscal 2014, e-Readers were moved from the "Consumer Electronics" revenue category to "Computing and Mobile Phones" to reflect the continued convergence of their features with tablets and other computing devices.
|
•
|
Consumer Electronics:
The 8.0% comparable store sales decline was primarily driven by a decrease in the sales of digital imaging products, particularly compact cameras and camcorders, partially due to convergence with smartphones. In addition, we experienced a decrease in television revenue due primarily to a decrease in average selling price from an increased sales mix of small and mid-sized televisions.
|
•
|
Computing and Mobile Phones:
The 7.4% comparable store sales gain resulted primarily from increased sales of mobile phones due to an increased mix of higher-priced smartphones and new product launches, as well as increased sales of tablets and e-Readers driven by new product launches, consumer demand and continued expansion of available platforms. The strong performance from mobile phones, tablets and e-Readers was partially offset by a decline in sales of notebook and desktop computers.
|
•
|
Entertainment:
The 21.4% comparable stores sales decline was mainly the result of a decline in gaming due to aging gaming platforms, fewer new software releases and the migration of casual gamers to other platforms, such as tablets and smartphones.
|
•
|
Appliances:
The 10.1% comparable store sales gain was due to the implementation of operational improvements, including the addition of more Pacific Kitchen and Home store-within-a-store concepts, promotional effectiveness and improved performance in small appliances.
|
•
|
Services:
The 0.8% comparable store sales gain was primarily due to the benefit from a periodic profit sharing payment that was earned based on the long-term performance of the our externally managed extended service plan portfolio, partially offset by a decrease in the sales of notebook computers, which contributed to fewer service products sales opportunities.
|
•
|
increased promotional activity, notably in computing, home theater, MP3 players and movies; and
|
•
|
an increased mix of smartphones with higher average selling prices but a lower margin rate;
|
•
|
partially offset by an improvement in sales mix due to decreased sales of computing and gaming products.
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||
International Segment Performance Summary
|
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
|
|
|
|
(recast)
|
|
|
||||||||
Revenue
|
|
$
|
6,579
|
|
|
$
|
6,605
|
|
|
$
|
7,209
|
|
|
$
|
7,861
|
|
Revenue gain (decline) %
|
|
(0.4
|
)%
|
|
(8.4
|
)%
|
|
n/a
|
|
|
6.8
|
%
|
||||
Comparable store sales % decline
|
|
(3.1
|
)%
|
|
(11.4
|
)%
|
|
(1.5
|
)%
|
|
(1.1
|
)%
|
||||
Gross profit
|
|
$
|
1,416
|
|
|
$
|
1,509
|
|
|
$
|
1,681
|
|
|
$
|
1,805
|
|
Gross profit as a % of revenue
|
|
21.5
|
%
|
|
22.8
|
%
|
|
23.3
|
%
|
|
23.0
|
%
|
||||
SG&A
|
|
$
|
1,385
|
|
|
$
|
1,453
|
|
|
$
|
1,432
|
|
|
$
|
1,564
|
|
SG&A as a % of revenue
|
|
21.1
|
%
|
|
22.0
|
%
|
|
19.9
|
%
|
|
19.9
|
%
|
||||
Restructuring charges
|
|
$
|
36
|
|
|
$
|
87
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating income (loss)
|
|
$
|
(5
|
)
|
|
$
|
(850
|
)
|
|
$
|
244
|
|
|
$
|
236
|
|
Operating income (loss) as a % of revenue
|
|
(0.1
|
)%
|
|
(12.9
|
)%
|
|
3.4
|
%
|
|
3.0
|
%
|
|
Fiscal 2012
|
|
Fiscal 2013 (11-Month)
(1)
|
|
Fiscal 2014
|
|||||||||||||||
|
Total Stores
at End of
Fiscal Year
|
|
Stores
Opened
|
|
Stores
Closed
|
|
Total Stores
at End of
Fiscal Year
|
|
Stores
Opened
|
|
Stores
Closed
|
|
Total Stores
at End of
Fiscal Year
|
|||||||
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Future Shop
|
149
|
|
|
—
|
|
|
(9
|
)
|
|
140
|
|
|
—
|
|
|
(3
|
)
|
|
137
|
|
Best Buy
|
77
|
|
|
2
|
|
|
(7
|
)
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
Best Buy Mobile stand-alone
|
30
|
|
|
19
|
|
|
—
|
|
|
49
|
|
|
7
|
|
|
—
|
|
|
56
|
|
China
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Five Star
|
204
|
|
|
12
|
|
|
(5
|
)
|
|
211
|
|
|
2
|
|
|
(24
|
)
|
|
189
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Best Buy
|
8
|
|
|
6
|
|
|
—
|
|
|
14
|
|
|
3
|
|
|
—
|
|
|
17
|
|
Express
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Total International segment stores
|
468
|
|
|
40
|
|
|
(21
|
)
|
|
487
|
|
|
13
|
|
|
(27
|
)
|
|
473
|
|
(1)
|
Fiscal 2013 (11-month) includes store opening and closing activity for the month of January for China and Mexico.
|
(1)
|
Represents the incremental revenue in fiscal 2014, which had 12 months of activity compared to 11 months in fiscal 2013 as a result of our fiscal year-end change. Refer to Note 2,
Fiscal Year-end Change
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K for further information.
|
(2)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable store sales calculation, such as certain credit card revenue, gift card breakage and sales of merchandise to wholesalers and dealers, as applicable.
|
|
Revenue Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
|
11 Months Ended
|
||||
|
February 1, 2014
|
|
February 2, 2013
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Consumer Electronics
(1)
|
28
|
%
|
|
31
|
%
|
|
(9.4
|
)%
|
|
(16.4
|
)%
|
Computing and Mobile Phones
(1)
|
40
|
%
|
|
39
|
%
|
|
(1.7
|
)%
|
|
(4.3
|
)%
|
Entertainment
|
7
|
%
|
|
8
|
%
|
|
(9.3
|
)%
|
|
(17.4
|
)%
|
Appliances
|
20
|
%
|
|
17
|
%
|
|
8.4
|
%
|
|
(15.1
|
)%
|
Services
|
5
|
%
|
|
5
|
%
|
|
(5.3
|
)%
|
|
(10.0
|
)%
|
Other
|
<1%
|
|
|
<1%
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(3.1
|
)%
|
|
(11.4
|
)%
|
(1)
|
In fiscal 2014, e-Readers were moved from the "Consumer Electronics" revenue category to "Computing and Mobile Phones" to reflect the continued convergence of their features with tablets and other computing devices.
|
•
|
Consumer Electronics:
The
9.4%
comparable store sales decline was driven primarily by a decrease in sales of televisions, digital imaging products, and MP3 devices and accessories. The declines in digital imaging products and MP3 devices and accessories were a result of device convergence, similar to trends seen in the Domestic segment.
|
•
|
Computing and Mobile Phones:
The
1.7%
comparable store sales decline was caused primarily by a decrease in sales of computers and computer accessories, partially offset by increased tablet sales.
|
•
|
Entertainment:
The
9.3%
comparable store sales decline, principally in Canada, reflected a decrease in sales of movies due to a lack of new releases and weak gaming sales in the first three quarters, as consumers awaited the launch of new platforms in the fourth quarter of fiscal 2014 (12-month).
|
•
|
Appliances:
The
8.4%
comparable store sales gain was primarily due to effective promotional offers and an increase in sales of air conditioners in China helped by periods of unseasonably warm weather.
|
•
|
Services:
The
5.3%
comparable store sales decline was primarily due to a decrease in sales of extended warranties in Canada driven by the overall comparable store sales decline and a change in product mix, particularly in televisions.
|
Comparable store sales impact
|
(11.0
|
)%
|
Non-comparable sales
(1)
|
(0.5
|
)%
|
Net store changes
|
2.7
|
%
|
Impact of foreign currency exchange rate fluctuations
|
0.4
|
%
|
Total revenue decrease
|
(8.4
|
)%
|
(1)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable store sales calculation, such as certain credit card revenue, gift card breakage and sales of merchandise to wholesalers and dealers, as applicable.
|
|
Revenue Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||
|
11 Months Ended
|
|
11 Months Ended
|
||||||||
|
February 2, 2013
|
|
January 28, 2012
|
|
February 2, 2013
|
|
January 28, 2012
|
||||
Consumer Electronics
(1)
|
31
|
%
|
|
33
|
%
|
|
(16.4
|
)%
|
|
(7.8
|
)%
|
Computing and Mobile Phones
(1)
|
39
|
%
|
|
37
|
%
|
|
(4.3
|
)%
|
|
7.2
|
%
|
Entertainment
|
8
|
%
|
|
8
|
%
|
|
(17.4
|
)%
|
|
(13.4
|
)%
|
Appliances
|
17
|
%
|
|
17
|
%
|
|
(15.1
|
)%
|
|
2.9
|
%
|
Services
|
5
|
%
|
|
5
|
%
|
|
(10.0
|
)%
|
|
(6.4
|
)%
|
Other
|
<1%
|
|
|
<1%
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(11.4
|
)%
|
|
(1.5
|
)%
|
(1)
|
In fiscal 2014, e-Readers were moved from the "Consumer Electronics" revenue category to "Computing and Mobile Phones" to reflect the continued convergence of their features with tablets and other computing devices.
|
•
|
Consumer Electronics:
The
16.4%
comparable store sales decline was driven primarily by decreases in sales of televisions, MP3 devices and digital imaging products, primarily in Canada, as a result of industry softness and device convergence similar to that experienced within our Domestic segment.
|
•
|
Computing and Mobile Phones:
The
4.3%
comparable store sales decline was caused primarily from a decline in sales of notebook and desktop computers. These declines were partially offset by an increase in sales of mobile phones and tablets in Canada.
|
•
|
Entertainment:
The
17.4%
comparable store sales decline was primarily from decreases in gaming in Canada as a result of factors similar to those experienced in our Domestic segment.
|
•
|
Appliances:
The
15.1%
comparable store sales decline was primarily due to a decrease in sales of appliances in our Five Star operations due to a slowdown in the housing market and the end of certain government stimulus programs in China in December 2011.
|
•
|
Services:
The
10.0%
comparable store sales decline was primarily due to a decrease in services in Canada.
|
|
|
12-Month
(1)
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
(recast)
|
|
(recast)
|
||||||
Operating income
|
|
$
|
1,140
|
|
|
$
|
169
|
|
|
$
|
2,095
|
|
Restructuring charges – cost of goods sold
|
|
—
|
|
|
1
|
|
|
19
|
|
|||
Net LCD settlements
(2)
|
|
(229
|
)
|
|
—
|
|
|
—
|
|
|||
Best Buy Europe transaction costs
|
|
—
|
|
|
—
|
|
|
12
|
|
|||
Non-restructuring asset impairments
|
|
101
|
|
|
60
|
|
|
11
|
|
|||
Restructuring charges
|
|
159
|
|
|
420
|
|
|
27
|
|
|||
Goodwill impairments
|
|
—
|
|
|
822
|
|
|
—
|
|
|||
Adjusted operating income
|
|
$
|
1,171
|
|
|
$
|
1,472
|
|
|
$
|
2,164
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations
|
|
$
|
687
|
|
|
$
|
(271
|
)
|
|
$
|
1,344
|
|
After-tax impact of restructuring charges – cost of goods sold
|
|
—
|
|
|
1
|
|
|
12
|
|
|||
After-tax impact of net LCD settlements
(2)
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|||
After-tax impact of Best Buy Europe transaction costs
|
|
—
|
|
|
—
|
|
|
8
|
|
|||
After-tax impact of non-restructuring asset impairments
|
|
67
|
|
|
41
|
|
|
8
|
|
|||
After-tax impact of restructuring charges
|
|
104
|
|
|
271
|
|
|
16
|
|
|||
After-tax impact of goodwill impairments
|
|
—
|
|
|
821
|
|
|
—
|
|
|||
After-tax impact of gain on sale of investments
|
|
(12
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Income tax impact of Best Buy Europe sale
(3)
|
|
18
|
|
|
—
|
|
|
—
|
|
|||
Adjusted net earnings from continuing operations
|
|
$
|
722
|
|
|
$
|
863
|
|
|
$
|
1,340
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share from continuing operations
|
|
$
|
1.98
|
|
|
$
|
(0.80
|
)
|
|
$
|
3.55
|
|
Per share impact of restructuring charges – cost of goods sold
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Per share impact of net LCD settlements
(2)
|
|
(0.41
|
)
|
|
—
|
|
|
—
|
|
|||
Per share impact of Best Buy Europe transaction costs
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Per share impact of non-restructuring asset impairments
|
|
0.19
|
|
|
0.12
|
|
|
0.02
|
|
|||
Per share impact of restructuring charges
|
|
0.30
|
|
|
0.80
|
|
|
0.05
|
|
|||
Per share impact of goodwill impairments
|
|
—
|
|
|
2.42
|
|
|
—
|
|
|||
Per share impact of gain on sale of investments
|
|
(0.04
|
)
|
|
—
|
|
|
(0.13
|
)
|
|||
Per share impact of income tax impact of Best Buy Europe sale
(3)
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
2.07
|
|
|
$
|
2.54
|
|
|
$
|
3.54
|
|
(1)
|
The 12-month periods represent: the 12-months ended February 1, 2014 ("2014"); the recast 12-months ended February 2, 2013 ("2013"); and the recast 12-months ended January 28, 2012 ("2012"). 2014 and 2012 included 52 weeks, while 2013 included 53 weeks.
|
(2)
|
Represents gross LCD settlement proceeds recorded in cost of goods sold less associated legal costs recorded in selling, general and administrative expenses for settlements reached in the second quarter of fiscal 2014. Settlements reached prior to the second quarter of fiscal 2014 are not included. See Note 13,
Contingencies and Commitments
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K for additional information.
|
(3)
|
Represents the tax impact of the Best Buy Europe sale and resulting required tax allocation between continuing and discontinued operations.
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
|
|
|
(recast)
|
|
|
||||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
1,094
|
|
|
$
|
1,454
|
|
|
$
|
3,097
|
|
|
$
|
3,293
|
|
Investing activities
|
(517
|
)
|
|
(538
|
)
|
|
(647
|
)
|
|
(724
|
)
|
||||
Financing activities
|
319
|
|
|
(211
|
)
|
|
(2,141
|
)
|
|
(2,478
|
)
|
||||
Effect of exchange rate changes on cash
|
(44
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
5
|
|
||||
Increase in cash and cash equivalents
|
$
|
852
|
|
|
$
|
701
|
|
|
$
|
303
|
|
|
$
|
96
|
|
Rating Agency
|
|
Rating
|
|
Outlook
|
Standard & Poor's
|
|
BB
|
|
Stable
|
Moody's
|
|
Baa2
|
|
Negative
|
Fitch
|
|
BB-
|
|
Stable
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
|
|
|
(recast)
|
|
|
||||||||
New stores
|
$
|
9
|
|
|
$
|
52
|
|
|
$
|
107
|
|
|
$
|
107
|
|
Store-related projects
(1)
|
115
|
|
|
149
|
|
|
158
|
|
|
165
|
|
||||
Information technology
(2)
|
353
|
|
|
331
|
|
|
274
|
|
|
319
|
|
||||
Other
|
10
|
|
|
51
|
|
|
9
|
|
|
11
|
|
||||
Total capital expenditures
(3)(4)
|
$
|
487
|
|
|
$
|
583
|
|
|
$
|
548
|
|
|
$
|
602
|
|
(1)
|
Includes store remodels and various merchandising projects.
|
(2)
|
Includes e-commerce projects.
|
(3)
|
Excludes
$60 million
,
$122 million
,
$161 million
and
$164 million
for fiscal 2014 (12-month), 2013 (11-month), 2012 (11-month recast) and 2012 (12-month), respectively, related to Best Buy Europe, which was sold on June 26, 2013.
|
(4)
|
Total capital expenditures exclude non-cash capital expenditures of
$13 million
,
$29 million
,
$13 million
and
$18 million
for fiscal 2014 (12-month), 2013 (11-month), 2012 (11-month recast) and 2012 (12-month), respectively. Non-cash capital expenditures are comprised of capitalized leases, as well as additions to property and equipment included in accounts payable.
|
Adjusted debt to EBITDAR =
|
Adjusted debt
|
|
EBITDAR
|
|
|
2014
(1)
|
|
2013
(1)
|
||||
Debt (including current portion)
(2)
|
$
|
1,657
|
|
|
$
|
1,694
|
|
Capitalized operating lease obligations (8 times rental expense)
(3)
|
7,484
|
|
|
7,664
|
|
||
Adjusted debt
|
$
|
9,141
|
|
|
$
|
9,358
|
|
|
|
|
|
||||
Net earnings (loss) from continuing operations including noncontrolling interests
(4)
|
$
|
689
|
|
|
$
|
(270
|
)
|
Goodwill impairment
|
—
|
|
|
822
|
|
||
Interest expense, net
|
53
|
|
|
90
|
|
||
Income tax expense
|
398
|
|
|
349
|
|
||
Depreciation and amortization expense
(5)
|
692
|
|
|
1,235
|
|
||
Rental expense
|
935
|
|
|
958
|
|
||
EBITDAR
|
$
|
2,767
|
|
|
$
|
3,184
|
|
|
|
|
|
||||
Debt to net earnings ratio
|
2.4
|
|
|
(6.3
|
)
|
||
Adjusted debt to EBITDAR ratio
|
3.3
|
|
|
2.9
|
|
(1)
|
Debt is reflected as of the balance sheet dates for each of the respective fiscal periods, while rental expense and the other components of EBITDAR represent activity for the 12 months ended February 1, 2014 and February 2, 2013.
|
(2)
|
Excludes debt related to our Best Buy Europe operations. As described in Note 4,
Discontinued Operations
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, we sold our interest in Best Buy Europe on June 26, 2013.
|
(3)
|
The multiple of eight times annual rental expense in the calculation of our capitalized operating lease obligations is the multiple used for the retail sector by one of the nationally recognized credit rating agencies that rate our creditworthiness, and we consider it to be an appropriate multiple for our lease portfolio.
|
(4)
|
We utilize net earnings including noncontrolling interests within our calculation; as such, net earnings and related cash flows attributable to noncontrolling interests are available to service our debt and operating lease commitments.
|
(5)
|
Depreciation and amortization expense includes impairments of fixed assets, investments and intangible assets (including impairments associated with our fiscal restructuring activities) and excludes LCD-related legal settlements that occurred in the second quarter of fiscal 2014.
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt obligations
|
|
$
|
1,499
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
500
|
|
|
$
|
649
|
|
Capital lease obligations
|
|
63
|
|
|
23
|
|
|
23
|
|
|
4
|
|
|
13
|
|
|||||
Financing lease obligations
|
|
95
|
|
|
22
|
|
|
37
|
|
|
21
|
|
|
15
|
|
|||||
Interest payments
|
|
428
|
|
|
86
|
|
|
151
|
|
|
113
|
|
|
78
|
|
|||||
Operating lease obligations
(1)
|
|
5,033
|
|
|
1,027
|
|
|
1,738
|
|
|
1,152
|
|
|
1,116
|
|
|||||
Purchase obligations
(2)
|
|
2,273
|
|
|
1,416
|
|
|
659
|
|
|
125
|
|
|
73
|
|
|||||
Unrecognized tax benefits
(3)
|
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred compensation
(4)
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
$
|
9,815
|
|
|
$
|
2,574
|
|
|
$
|
2,958
|
|
|
$
|
1,915
|
|
|
$
|
1,944
|
|
(1)
|
Operating lease obligations do not include payments to landlords covering real estate taxes and common area maintenance. These charges, if included, would increase total operating lease obligations by $1.5 billion at
February 1, 2014
.
|
(2)
|
Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations do not include agreements that are cancelable without penalty. Additionally, although they are not legally binding agreements, we included open purchase orders in the table above. Substantially all open purchase orders are fulfilled within 30 days.
|
(3)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under accounting guidance that we adopted on March 4, 2007. As we are not able to reasonably estimate the timing of the payments or the amount by which the liability will increase or decrease over time, the related balances have not been reflected in the "Payments Due by Period" section of the table.
|
(4)
|
Included in Long-term liabilities on our Consolidated Balance Sheet at
February 1, 2014
, was a
$54 million
obligation for deferred compensation. As the specific payment dates for the deferred compensation are unknown, the related balances have not been reflected in the "Payments Due by Period" section of the table.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;
|
(2)
|
Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
|
|
|
Hubert Joly
President and Chief Executive Officer
(duly authorized and principal executive officer)
|
|
Sharon L. McCollam
Chief Administrative Officer and Chief Financial Officer
(duly authorized and principal financial officer)
|
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,678
|
|
|
$
|
1,826
|
|
Short-term investments
|
|
223
|
|
|
—
|
|
||
Receivables, net
|
|
1,308
|
|
|
2,704
|
|
||
Merchandise inventories
|
|
5,376
|
|
|
6,571
|
|
||
Other current assets
|
|
900
|
|
|
946
|
|
||
Total current assets
|
|
10,485
|
|
|
12,047
|
|
||
Property and Equipment
|
|
|
|
|
||||
Land and buildings
|
|
758
|
|
|
756
|
|
||
Leasehold improvements
|
|
2,182
|
|
|
2,386
|
|
||
Fixtures and equipment
|
|
4,515
|
|
|
5,120
|
|
||
Property under capital lease
|
|
120
|
|
|
113
|
|
||
|
|
7,575
|
|
|
8,375
|
|
||
Less accumulated depreciation
|
|
4,977
|
|
|
5,105
|
|
||
Net property and equipment
|
|
2,598
|
|
|
3,270
|
|
||
Goodwill
|
|
425
|
|
|
528
|
|
||
Intangibles, Net
|
|
101
|
|
|
334
|
|
||
Other Assets
|
|
404
|
|
|
608
|
|
||
Total Assets
|
|
$
|
14,013
|
|
|
$
|
16,787
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,122
|
|
|
$
|
6,951
|
|
Unredeemed gift card liabilities
|
|
406
|
|
|
428
|
|
||
Deferred revenue
|
|
399
|
|
|
451
|
|
||
Accrued compensation and related expenses
|
|
444
|
|
|
520
|
|
||
Accrued liabilities
|
|
873
|
|
|
1,188
|
|
||
Accrued income taxes
|
|
147
|
|
|
129
|
|
||
Short-term debt
|
|
—
|
|
|
596
|
|
||
Current portion of long-term debt
|
|
45
|
|
|
547
|
|
||
Total current liabilities
|
|
7,436
|
|
|
10,810
|
|
||
Long-Term Liabilities
|
|
976
|
|
|
1,109
|
|
||
Long-Term Debt
|
|
1,612
|
|
|
1,153
|
|
||
Contingencies and Commitments (Note 13)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Best Buy Co., Inc. Shareholders' Equity
|
|
|
|
|
||||
Preferred stock, $1.00 par value: Authorized — 400,000 shares; Issued and outstanding — none
|
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value: Authorized — 1.0 billion shares; Issued and outstanding — 346,751,000 and 338,276,000 shares, respectively
|
|
35
|
|
|
34
|
|
||
Additional paid-in capital
|
|
300
|
|
|
54
|
|
||
Retained earnings
|
|
3,159
|
|
|
2,861
|
|
||
Accumulated other comprehensive income
|
|
492
|
|
|
112
|
|
||
Total Best Buy Co., Inc. shareholders' equity
|
|
3,986
|
|
|
3,061
|
|
||
Noncontrolling interests
|
|
3
|
|
|
654
|
|
||
Total equity
|
|
3,989
|
|
|
3,715
|
|
||
Total Liabilities and Equity
|
|
$
|
14,013
|
|
|
$
|
16,787
|
|
|
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
||||||||||
Fiscal Years Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
March 3, 2012
|
||||||||
|
|
|
|
|
|
(Unaudited recast)
|
|
|
||||||||
Revenue
|
|
$
|
42,410
|
|
|
$
|
39,827
|
|
|
$
|
41,311
|
|
|
$
|
45,457
|
|
Cost of goods sold
|
|
32,720
|
|
|
30,528
|
|
|
31,384
|
|
|
34,454
|
|
||||
Restructuring charges — cost of goods sold
|
|
—
|
|
|
1
|
|
|
19
|
|
|
19
|
|
||||
Gross profit
|
|
9,690
|
|
|
9,298
|
|
|
9,908
|
|
|
10,984
|
|
||||
Selling, general and administrative expenses
|
|
8,391
|
|
|
8,181
|
|
|
7,986
|
|
|
8,755
|
|
||||
Restructuring charges
|
|
159
|
|
|
414
|
|
|
24
|
|
|
29
|
|
||||
Goodwill impairments
|
|
—
|
|
|
822
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
|
1,140
|
|
|
(119
|
)
|
|
1,898
|
|
|
2,200
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of investments
|
|
20
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||
Investment income and other
|
|
27
|
|
|
20
|
|
|
23
|
|
|
22
|
|
||||
Interest expense
|
|
(100
|
)
|
|
(99
|
)
|
|
(101
|
)
|
|
(111
|
)
|
||||
Earnings (loss) from continuing operations before income tax expense and equity in income (loss) of affiliates
|
|
1,087
|
|
|
(198
|
)
|
|
1,875
|
|
|
2,166
|
|
||||
Income tax expense
|
|
398
|
|
|
269
|
|
|
658
|
|
|
742
|
|
||||
Net earnings (loss) from continuing operations
|
|
689
|
|
|
(467
|
)
|
|
1,217
|
|
|
1,424
|
|
||||
Gain (loss) from discontinued operations (Note 4), net of tax of $42, $37, $119 and $122
|
|
(166
|
)
|
|
47
|
|
|
(1,394
|
)
|
|
(1,402
|
)
|
||||
Net earnings (loss) including noncontrolling interests
|
|
523
|
|
|
(420
|
)
|
|
(177
|
)
|
|
22
|
|
||||
Net earnings from continuing operations attributable to noncontrolling interests
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Net (earnings) loss from discontinued operations attributable to noncontrolling interests
|
|
11
|
|
|
(19
|
)
|
|
(1,245
|
)
|
|
(1,250
|
)
|
||||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
532
|
|
|
$
|
(441
|
)
|
|
$
|
(1,425
|
)
|
|
$
|
(1,231
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
2.01
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.26
|
|
|
$
|
3.88
|
|
Discontinued operations
|
|
(0.45
|
)
|
|
0.08
|
|
|
(7.09
|
)
|
|
(7.24
|
)
|
||||
Basic earnings (loss) per share
|
|
$
|
1.56
|
|
|
$
|
(1.30
|
)
|
|
$
|
(3.83
|
)
|
|
$
|
(3.36
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
1.98
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.19
|
|
|
$
|
3.81
|
|
Discontinued operations
|
|
(0.45
|
)
|
|
0.08
|
|
|
(6.91
|
)
|
|
(7.08
|
)
|
||||
Diluted earnings (loss) per share
|
|
$
|
1.53
|
|
|
$
|
(1.30
|
)
|
|
$
|
(3.72
|
)
|
|
$
|
(3.27
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding (in millions)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
342.1
|
|
|
338.6
|
|
|
372.5
|
|
|
366.3
|
|
||||
Diluted
|
|
347.6
|
|
|
338.6
|
|
|
382.0
|
|
|
374.5
|
|
|
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
||||||
Fiscal Years Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
|
March 3, 2012
|
||||||
Net earnings (loss) including noncontrolling interests
|
|
$
|
523
|
|
|
$
|
(420
|
)
|
|
$
|
22
|
|
Foreign currency translation adjustments
|
|
(147
|
)
|
|
15
|
|
|
(21
|
)
|
|||
Unrealized gain (loss) on available-for-sale investments
|
|
6
|
|
|
2
|
|
|
(26
|
)
|
|||
Reclassification of foreign currency translations adjustments into earnings due to sale of business
|
|
654
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of (gains) losses on available-for-sale investments into earnings
|
|
2
|
|
|
—
|
|
|
(48
|
)
|
|||
Comprehensive income (loss) including noncontrolling interests
|
|
1,038
|
|
|
(403
|
)
|
|
(73
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(126
|
)
|
|
(27
|
)
|
|
(1,241
|
)
|
|||
Comprehensive income (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
912
|
|
|
$
|
(430
|
)
|
|
$
|
(1,314
|
)
|
|
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
||||||||||
Fiscal Years Ended
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
March 3, 2012
|
||||||||
|
|
|
|
|
|
(Unaudited recast)
|
|
|
||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (loss) including noncontrolling interests
|
|
$
|
523
|
|
|
$
|
(420
|
)
|
|
$
|
(177
|
)
|
|
$
|
22
|
|
Adjustments to reconcile net earnings (loss) to total cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
701
|
|
|
794
|
|
|
811
|
|
|
897
|
|
||||
Amortization of definite-lived intangible assets
|
|
15
|
|
|
38
|
|
|
42
|
|
|
48
|
|
||||
Restructuring charges
|
|
259
|
|
|
449
|
|
|
280
|
|
|
287
|
|
||||
Goodwill impairments
|
|
—
|
|
|
822
|
|
|
1,207
|
|
|
1,207
|
|
||||
Loss on sale of business
|
|
143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
|
90
|
|
|
107
|
|
|
110
|
|
|
120
|
|
||||
Realized gain on sale of investment
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
||||
Deferred income taxes
|
|
(28
|
)
|
|
(19
|
)
|
|
110
|
|
|
28
|
|
||||
Other, net
|
|
62
|
|
|
41
|
|
|
20
|
|
|
26
|
|
||||
Changes in operating assets and liabilities, net of assets and liabilities acquired or sold:
|
|
|
|
|
|
|
|
|
||||||||
Receivables
|
|
7
|
|
|
(551
|
)
|
|
(342
|
)
|
|
41
|
|
||||
Merchandise inventories
|
|
597
|
|
|
(912
|
)
|
|
(1,067
|
)
|
|
120
|
|
||||
Other assets
|
|
(70
|
)
|
|
(65
|
)
|
|
29
|
|
|
(24
|
)
|
||||
Accounts payable
|
|
(986
|
)
|
|
1,735
|
|
|
2,095
|
|
|
574
|
|
||||
Other liabilities
|
|
(273
|
)
|
|
(339
|
)
|
|
82
|
|
|
(23
|
)
|
||||
Income taxes
|
|
54
|
|
|
(226
|
)
|
|
(48
|
)
|
|
25
|
|
||||
Total cash provided by operating activities
|
|
1,094
|
|
|
1,454
|
|
|
3,097
|
|
|
3,293
|
|
||||
Investing Activities
|
|
|
|
|
|
|
|
|
||||||||
Additions to property and equipment, net of $13, $29, $13 and $18 non-cash capital expenditures
|
|
(547
|
)
|
|
(705
|
)
|
|
(709
|
)
|
|
(766
|
)
|
||||
Purchases of investments
|
|
(230
|
)
|
|
(13
|
)
|
|
(111
|
)
|
|
(112
|
)
|
||||
Sales of investments
|
|
50
|
|
|
69
|
|
|
290
|
|
|
290
|
|
||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(31
|
)
|
|
(174
|
)
|
|
(174
|
)
|
||||
Proceeds from sale of business, net of cash transferred
|
|
206
|
|
|
25
|
|
|
1
|
|
|
—
|
|
||||
Change in restricted assets
|
|
5
|
|
|
101
|
|
|
58
|
|
|
40
|
|
||||
Other, net
|
|
(1
|
)
|
|
16
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Total cash used in investing activities
|
|
(517
|
)
|
|
(538
|
)
|
|
(647
|
)
|
|
(724
|
)
|
||||
Financing Activities
|
|
|
|
|
|
|
|
|
||||||||
Repurchase of common stock
|
|
—
|
|
|
(122
|
)
|
|
(1,368
|
)
|
|
(1,500
|
)
|
||||
Issuance of common stock under employee stock purchase plan and for the exercise of stock options
|
|
171
|
|
|
25
|
|
|
66
|
|
|
67
|
|
||||
Dividends paid
|
|
(233
|
)
|
|
(224
|
)
|
|
(228
|
)
|
|
(228
|
)
|
||||
Repayments of debt
|
|
(2,033
|
)
|
|
(1,614
|
)
|
|
(3,192
|
)
|
|
(3,412
|
)
|
||||
Proceeds from issuance of debt
|
|
2,414
|
|
|
1,741
|
|
|
3,911
|
|
|
3,921
|
|
||||
Payment to noncontrolling interest (Note 3)
|
|
—
|
|
|
—
|
|
|
(1,303
|
)
|
|
(1,303
|
)
|
||||
Other, net
|
|
—
|
|
|
(17
|
)
|
|
(27
|
)
|
|
(23
|
)
|
||||
Total cash provided by (used in) financing activities
|
|
319
|
|
|
(211
|
)
|
|
(2,141
|
)
|
|
(2,478
|
)
|
||||
Effect of Exchange Rate Changes on Cash
|
|
(44
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
5
|
|
||||
Increase in Cash and Cash Equivalents
|
|
852
|
|
|
701
|
|
|
303
|
|
|
96
|
|
||||
Adjustment for Fiscal Year-end Change (Note 2)
|
|
—
|
|
|
(74
|
)
|
|
(5
|
)
|
|
—
|
|
||||
Increase in Cash and Cash Equivalents After Adjustment
|
|
852
|
|
|
627
|
|
|
298
|
|
|
96
|
|
||||
Cash and Cash Equivalents at Beginning of Year
|
|
1,826
|
|
|
1,199
|
|
|
1,103
|
|
|
1,103
|
|
||||
Cash and Cash Equivalents at End of Year
|
|
$
|
2,678
|
|
|
$
|
1,826
|
|
|
$
|
1,401
|
|
|
$
|
1,199
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
||||||||
Income taxes paid
|
|
$
|
332
|
|
|
$
|
478
|
|
|
$
|
476
|
|
|
$
|
568
|
|
Interest paid
|
|
82
|
|
|
106
|
|
|
86
|
|
|
89
|
|
|
Common
Shares
|
|
|
Common
Stock
|
|
|
Additional
Paid-In
Capital
|
|
|
Retained
Earnings
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Total Best
Buy Co., Inc.
Shareholders'
Equity
|
|
|
Non
controlling
Interests
|
|
|
Total
Equity
|
|
|||||||
Balances at February 26, 2011
|
393
|
|
|
$
|
39
|
|
|
$
|
18
|
|
|
$
|
6,372
|
|
|
$
|
173
|
|
|
$
|
6,602
|
|
|
$
|
690
|
|
|
$
|
7,292
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,231
|
)
|
|
—
|
|
|
(1,231
|
)
|
|
1,253
|
|
|
22
|
|
|||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
(12
|
)
|
|
(21
|
)
|
|||||||
Unrealized losses on available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
Reclassification of gains on available-for-sale investments into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||||
Payment to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,303
|
)
|
|
(1,303
|
)
|
|||||||
Dividend distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||||
Stock options exercised
|
1
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||||
Tax loss from stock options canceled or exercised, restricted stock vesting and employee stock purchase plan
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Issuance of common stock under employee stock purchase plan
|
2
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
|||||||
Common stock dividends, $0.62 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
(228
|
)
|
|||||||
Repurchase of common stock
|
(55
|
)
|
|
(5
|
)
|
|
(203
|
)
|
|
(1,292
|
)
|
|
—
|
|
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
|||||||
Balances at March 3, 2012
|
341
|
|
|
34
|
|
|
—
|
|
|
3,621
|
|
|
90
|
|
|
3,745
|
|
|
621
|
|
|
4,366
|
|
|||||||
Adjustment for fiscal year-end change (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
11
|
|
|
(3
|
)
|
|
9
|
|
|
6
|
|
|||||||
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(441
|
)
|
|
—
|
|
|
(441
|
)
|
|
21
|
|
|
(420
|
)
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
6
|
|
|
15
|
|
|||||||
Unrealized gains on available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Dividend distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Stock options exercised
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Tax loss from stock options canceled or exercised, restricted stock vesting and employee stock purchase plan
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
|||||||
Issuance of common stock under employee stock purchase plan
|
1
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|||||||
Common stock dividends, $0.66 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|||||||
Repurchase of common stock
|
(6
|
)
|
|
—
|
|
|
(39
|
)
|
|
(83
|
)
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|||||||
Balances at February 2, 2013
|
338
|
|
|
34
|
|
|
54
|
|
|
2,861
|
|
|
112
|
|
|
3,061
|
|
|
654
|
|
|
3,715
|
|
|||||||
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
532
|
|
|
(9
|
)
|
|
523
|
|
|||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
(136
|
)
|
|
(11
|
)
|
|
(147
|
)
|
|||||||
Unrealized gains (losses) on available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
(1
|
)
|
|
6
|
|
|||||||
Reclassification of foreign currency translation adjustments into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508
|
|
|
508
|
|
|
146
|
|
|
654
|
|
|||||||
Reclassification of losses on available-for-sale investments into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||||
Sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
|
(776
|
)
|
|||||||
Dividend distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Tax loss from stock options canceled or exercised, restricted stock vesting and employee stock purchase plan
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Issuance of common stock under employee stock purchase plan
|
1
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||||
Restricted stock vested and stock options exercised
|
8
|
|
|
1
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|||||||
Common stock dividends, $0.68 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|||||||
Balances at February 1, 2014
|
347
|
|
|
$
|
35
|
|
|
$
|
300
|
|
|
$
|
3,159
|
|
|
$
|
492
|
|
|
$
|
3,986
|
|
|
$
|
3
|
|
|
$
|
3,989
|
|
Asset
|
|
Life
(in years)
|
Buildings
|
|
25-50
|
Leasehold improvements
|
|
3-25
|
Fixtures and equipment
|
|
3-20
|
Property under capital lease
|
|
2-20
|
|
Goodwill
|
|
Indefinite-Lived Tradenames
|
||||||||||||||||||||
|
Domestic
|
|
International
|
|
Total
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||
Balances at February 26, 2011
|
$
|
422
|
|
|
$
|
2,032
|
|
|
$
|
2,454
|
|
|
$
|
21
|
|
|
$
|
84
|
|
|
$
|
105
|
|
Acquisitions
(1)
|
94
|
|
|
—
|
|
|
94
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Impairments
(2)
|
—
|
|
|
(1,207
|
)
|
|
(1,207
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of business
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Other
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||
Balances at March 3, 2012
|
516
|
|
|
819
|
|
|
1,335
|
|
|
19
|
|
|
111
|
|
|
130
|
|
||||||
Acquisitions
(4)
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairments
|
(3
|
)
|
|
(819
|
)
|
|
(822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Balances at February 2, 2013
|
528
|
|
|
—
|
|
|
528
|
|
|
19
|
|
|
112
|
|
|
131
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Sale of business
(5)
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Balances at February 1, 2014
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
425
|
|
|
$
|
19
|
|
|
$
|
82
|
|
|
$
|
101
|
|
(1)
|
Represents goodwill acquired, primarily as a result of the mindSHIFT acquisition in fiscal 2012.
|
(2)
|
Represents the full impairment of goodwill attributable to Best Buy Europe as described in Note 3,
Profit Share Buy-Out
. The gross carrying amount of goodwill and cumulative impairment were written off as a result of the sale of Best Buy Europe in fiscal 2014.
|
(3)
|
Represents the transfer of certain definite-lived tradenames (at their net book value) to indefinite-lived tradenames following our decision to no longer phase out certain tradenames. We believe these tradenames will continue to contribute to our future cash flows indefinitely.
|
(4)
|
Represents goodwill acquired, primarily as a result of an acquisition made by mindSHIFT in fiscal 2013 (11-month).
|
(5)
|
Represents goodwill written-off as a result of the sale of mindSHIFT in fiscal 2014 and indefinite-lived tradenames written off as a result of the sale of Best Buy Europe in fiscal 2014.
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||||||||
|
Gross Carrying
Amount
(1)
|
|
Cumulative
Impairment
(1)
|
|
Gross Carrying
Amount
|
|
Cumulative
Impairment
|
||||||||
Goodwill
|
$
|
1,308
|
|
|
$
|
(883
|
)
|
|
$
|
2,608
|
|
|
$
|
(2,080
|
)
|
(1)
|
Excludes the gross carrying amount and cumulative impairment related to Best Buy Europe and mindSHIFT, which were sold during fiscal 2014.
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Accrued liabilities
|
$
|
88
|
|
|
$
|
77
|
|
Long-term liabilities
|
52
|
|
|
47
|
|
||
Total
|
$
|
140
|
|
|
$
|
124
|
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gift card breakage income
|
|
$
|
53
|
|
|
$
|
46
|
|
|
$
|
54
|
|
Cost of Goods Sold
|
||||
•
|
|
Total cost of products sold including:
|
||
|
|
—
|
|
Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers;
|
|
|
—
|
|
Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor's products; and
|
|
|
—
|
|
Cash discounts on payments to merchandise vendors;
|
•
|
|
Cost of services provided including:
|
||
|
|
—
|
|
Payroll and benefits costs for services employees; and
|
|
|
—
|
|
Cost of replacement parts and related freight expenses;
|
•
|
|
Physical inventory losses;
|
||
•
|
|
Markdowns;
|
||
•
|
|
Customer shipping and handling expenses;
|
||
•
|
|
Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; and
|
||
•
|
|
Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores.
|
SG&A
|
||||
•
|
|
Payroll and benefit costs for retail and corporate employees;
|
||
•
|
|
Occupancy and maintenance costs of retail, services and corporate facilities;
|
||
•
|
|
Depreciation and amortization related to retail, services and corporate assets;
|
||
•
|
|
Advertising costs;
|
||
•
|
|
Vendor allowances that are a reimbursement of specific, incremental and identifiable costs to promote a vendor's products;
|
||
•
|
|
Tender costs, including bank charges and costs associated with credit and debit card interchange fees;
|
||
•
|
|
Charitable contributions;
|
||
•
|
|
Outside and outsourced service fees;
|
||
•
|
|
Long-lived asset impairment charges; and
|
||
•
|
|
Other administrative costs, such as supplies, and travel and lodging.
|
New Fiscal Calendar
(1)
|
|
Previous Fiscal Calendar
(1)
|
||
2014
|
|
2013 (11-Month)
|
|
2012
|
February 2013 - January 2014
|
|
March 2012 - January 2013
|
|
March 2011 - February 2012
|
(1)
|
For entities reported on a lag, the fiscal months included in fiscal 2013 (11-month) were February through December, and in fiscal 2014 and 2012 were January through December.
|
|
One Month Ended
|
||||||
|
January 31, 2012
|
|
January 31, 2011
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenue
|
$
|
189
|
|
|
$
|
249
|
|
Gross profit
|
16
|
|
|
24
|
|
||
Operating loss
|
(14
|
)
|
|
(1
|
)
|
||
Net earnings (loss) from continuing operations
|
(13
|
)
|
|
—
|
|
||
Loss from discontinued operations, net of tax
|
(12
|
)
|
|
(28
|
)
|
||
Net loss including noncontrolling interests
|
(25
|
)
|
|
(28
|
)
|
||
Net loss attributable to Best Buy Co., Inc. shareholders
(1)
|
(14
|
)
|
|
(33
|
)
|
(1)
|
The net loss attributable to Best Buy Co., Inc. shareholders for the one month ended January 31, 2012, represents the adjustment to retained earnings within the Consolidated Statements of Changes in Shareholders' Equity as a result of the exclusion of January results for entities reported on a lag.
|
|
June 26, 2013
|
||
Cash and cash equivalents
|
$
|
597
|
|
Receivables
|
1,295
|
|
|
Merchandise inventories
|
554
|
|
|
Other current assets
|
168
|
|
|
Net property and equipment
|
159
|
|
|
Other assets
|
316
|
|
|
Total assets
|
3,089
|
|
|
|
|
||
Accounts payable
|
790
|
|
|
Short-term debt
|
973
|
|
|
Other current liabilities
|
1,145
|
|
|
Long-term liabilities
|
65
|
|
|
Total liabilities
|
2,973
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
2,815
|
|
|
$
|
5,259
|
|
|
$
|
5,658
|
|
Restructuring charges
(1)
|
100
|
|
|
34
|
|
|
239
|
|
|||
Gain (loss) from discontinued operations before income tax benefit
|
(240
|
)
|
|
15
|
|
|
(1,521
|
)
|
|||
Income tax benefit
(2)
|
42
|
|
|
37
|
|
|
122
|
|
|||
Gain on sale of discontinued operations
|
32
|
|
|
—
|
|
|
—
|
|
|||
Equity in loss of affiliates
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|||
Net gain (loss) from discontinued operations including noncontrolling interests
|
(166
|
)
|
|
47
|
|
|
(1,402
|
)
|
|||
Net (gain) loss from discontinued operations attributable to noncontrolling interests
|
11
|
|
|
(19
|
)
|
|
(1,250
|
)
|
|||
Net gain (loss) from discontinued operations attributable to Best Buy Co., Inc. shareholders
|
$
|
(155
|
)
|
|
$
|
28
|
|
|
$
|
(2,652
|
)
|
(1)
|
See Note 6,
Restructuring Charges
, for further discussion of the restructuring charges associated with discontinued operations.
|
(2)
|
Income tax benefit for fiscal 2014 includes a
$27 million
benefit related to a tax allocation between continuing and discontinued operations and a
$15 million
benefit related to the impairment of our investment in Best Buy Europe. The fiscal 2014 effective tax rate for discontinued operations differs from the statutory tax rate primarily due to the previously mentioned tax allocation, sale of mindSHIFT, restructuring charges and the impairment of our investment in Best Buy Europe. The sale of mindSHIFT, restructuring charges and impairment generally included no related tax benefit. The deferred tax assets related to the sale of mindSHIFT and restructuring charges generally resulted in an increase in the valuation allowance in an equal amount, of which the investment impairment is not tax deductible.
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in non-active markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
|
|
Fair Value Measurements Using Inputs Considered as
|
||||||||||||
|
Fair Value at
February 1, 2014
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
53
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
||||
Treasury bills
|
263
|
|
|
263
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivative instruments
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other assets
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Marketable securities that fund deferred compensation
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivative instruments
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|
|
Fair Value Measurements Using Inputs Considered as
|
||||||||||||
|
Fair Value at
February 2, 2013
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
520
|
|
|
$
|
520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivative instruments
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Auction rate securities
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Marketable equity securities
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
||||
Marketable securities that fund deferred compensation
|
88
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
Debt securities — Auction rate securities only
|
||||||||||
|
Student loan bonds
|
|
Municipal revenue bonds
|
|
Total
|
||||||
Balances at March 3, 2012
|
$
|
80
|
|
|
$
|
2
|
|
|
$
|
82
|
|
Changes in unrealized losses in other comprehensive income
|
4
|
|
|
—
|
|
|
4
|
|
|||
Sales
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||
Balances at February 2, 2013
|
19
|
|
|
2
|
|
|
21
|
|
|||
Changes in unrealized losses in other comprehensive income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Sales
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Balances at February 1, 2014
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
9
|
|
|
12-Month 2014
|
|
11-Month 2013
|
||||||||||||
|
Impairments
|
|
Remaining Net
Carrying Value
(1)
|
|
Impairments
|
|
Remaining Net
Carrying Value
(1)
|
||||||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Property and equipment (non-restructuring)
|
$
|
101
|
|
|
$
|
10
|
|
|
$
|
60
|
|
|
$
|
8
|
|
Goodwill
(2)
|
—
|
|
|
—
|
|
|
822
|
|
|
—
|
|
||||
Restructuring activities
(3)
|
|
|
|
|
|
|
|
||||||||
Property and equipment
|
9
|
|
|
—
|
|
|
59
|
|
|
—
|
|
||||
Investments
|
16
|
|
|
21
|
|
|
27
|
|
|
38
|
|
||||
Total
|
$
|
126
|
|
|
$
|
31
|
|
|
$
|
968
|
|
|
$
|
46
|
|
Discontinued operations
(4)
|
|
|
|
|
|
|
|
||||||||
Property and equipment
(5)
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Tradename
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
224
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
(1)
|
Remaining net carrying value approximates fair value.
|
(2)
|
See Note 1,
Significant Accounting Policies
, for additional information.
|
(3)
|
See Note 6,
Restructuring Charges
, for additional information.
|
(4)
|
Property and equipment and tradename impairments associated with discontinued operations are recorded within gain (loss) from discontinued operations in our Consolidated Statements of Earnings.
|
(5)
|
Includes the
$175 million
impairment to write down the book value of our investment in Best Buy Europe to fair value. Upon completion of the sale of Best Buy Europe as described in Note 4,
Discontinued Operations
, the remaining net carrying values of all assets have been reduced to zero.
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Continuing operations
|
|
|
|
|
|
||||||
Renew Blue
|
$
|
165
|
|
|
$
|
171
|
|
|
$
|
—
|
|
Fiscal 2013 U.S. restructuring
|
(6
|
)
|
|
257
|
|
|
—
|
|
|||
Fiscal 2012 restructuring
|
—
|
|
|
(1
|
)
|
|
28
|
|
|||
Fiscal 2011 restructuring
|
—
|
|
|
(12
|
)
|
|
20
|
|
|||
Total
|
159
|
|
|
415
|
|
|
48
|
|
|||
Discontinued operations
|
|
|
|
|
|
||||||
Fiscal 2013 Europe restructuring
|
95
|
|
|
36
|
|
|
—
|
|
|||
Fiscal 2012 restructuring
|
5
|
|
|
(1
|
)
|
|
215
|
|
|||
Fiscal 2011 restructuring
|
—
|
|
|
(1
|
)
|
|
24
|
|
|||
Total (Note 4)
|
100
|
|
|
34
|
|
|
239
|
|
|||
Total
|
$
|
259
|
|
|
$
|
449
|
|
|
$
|
287
|
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
||||||||||||||||||
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Inventory write-downs
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Property and equipment impairments
|
7
|
|
|
7
|
|
|
14
|
|
|
2
|
|
|
23
|
|
|
25
|
|
|
9
|
|
|
30
|
|
|
39
|
|
|||||||||
Termination benefits
|
106
|
|
|
46
|
|
|
152
|
|
|
28
|
|
|
9
|
|
|
37
|
|
|
134
|
|
|
55
|
|
|
189
|
|
|||||||||
Investment impairments
|
16
|
|
|
27
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
27
|
|
|
43
|
|
|||||||||
Facility closure and other costs
|
—
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|
55
|
|
|
61
|
|
|
6
|
|
|
58
|
|
|
64
|
|
|||||||||
Total
|
$
|
129
|
|
|
$
|
84
|
|
|
$
|
213
|
|
|
$
|
36
|
|
|
$
|
87
|
|
|
$
|
123
|
|
|
$
|
165
|
|
|
$
|
171
|
|
|
$
|
336
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at March 3, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
55
|
|
|
54
|
|
|
109
|
|
|||
Cash payments
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance at February 2, 2013
|
54
|
|
|
54
|
|
|
108
|
|
|||
Charges
|
133
|
|
|
16
|
|
|
149
|
|
|||
Cash payments
|
(68
|
)
|
|
(23
|
)
|
|
(91
|
)
|
|||
Adjustments
|
(8
|
)
|
|
4
|
|
|
(4
|
)
|
|||
Balance at February 1, 2014
|
$
|
111
|
|
|
$
|
51
|
|
|
$
|
162
|
|
|
International
|
||||||||||
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
||||||
Discontinued operations
|
|
|
|
|
|
||||||
Inventory write-downs
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Property and equipment impairments
|
45
|
|
|
12
|
|
|
57
|
|
|||
Termination benefits
|
36
|
|
|
19
|
|
|
55
|
|
|||
Tradename impairments
|
4
|
|
|
—
|
|
|
4
|
|
|||
Facility closure and other costs
|
3
|
|
|
5
|
|
|
8
|
|
|||
Total
|
$
|
95
|
|
|
$
|
36
|
|
|
$
|
131
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at March 3, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
19
|
|
|
5
|
|
|
24
|
|
|||
Cash payments
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Balance at February 2, 2013
|
—
|
|
|
5
|
|
|
5
|
|
|||
Charges
|
36
|
|
|
2
|
|
|
38
|
|
|||
Cash payments
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||
Adjustments
(1)
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||
Balance at February 1, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents the remaining liability written off as a result of the sale of Best Buy Europe, as described in Note 4,
Discontinued Operations
.
|
|
Domestic
|
||||||||||
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
||||||
Continuing operations
|
|
|
|
|
|
||||||
Property and equipment impairments
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
29
|
|
Termination benefits
|
—
|
|
|
77
|
|
|
77
|
|
|||
Facility closure and other costs
|
(6
|
)
|
|
151
|
|
|
145
|
|
|||
Total
|
$
|
(6
|
)
|
|
$
|
257
|
|
|
$
|
251
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at March 3, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
109
|
|
|
152
|
|
|
261
|
|
|||
Cash payments
|
(65
|
)
|
|
(33
|
)
|
|
(98
|
)
|
|||
Adjustments
|
(40
|
)
|
|
(6
|
)
|
|
(46
|
)
|
|||
Balance at February 2, 2013
|
4
|
|
|
113
|
|
|
117
|
|
|||
Charges
|
—
|
|
|
4
|
|
|
4
|
|
|||
Cash payments
|
(2
|
)
|
|
(46
|
)
|
|
(48
|
)
|
|||
Adjustments
|
(2
|
)
|
|
(13
|
)
|
|
(15
|
)
|
|||
Balance at February 1, 2014
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||||
|
12-Month 2014
|
|
11-Month 2013
|
|
12-Month 2012
|
|
Cumulative Amount
|
|
12-Month 2014
|
|
11-Month 2013
|
|
12-Month 2012
|
|
Cumulative Amount
|
|
12-Month 2014
|
|
11-Month 2013
|
|
12-Month 2012
|
|
Cumulative Amount
|
||||||||||||||||||||||||
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Property and equipment impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Termination benefits
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||||||
Facility closure and other costs
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
4
|
|
||||||||||||
Total
|
—
|
|
|
(1
|
)
|
|
23
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
28
|
|
|
27
|
|
||||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inventory write-downs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||||||||
Property and equipment impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
||||||||||||
Termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
17
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
17
|
|
||||||||||||
Facility closure and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(2
|
)
|
|
82
|
|
|
85
|
|
|
5
|
|
|
(2
|
)
|
|
82
|
|
|
85
|
|
||||||||||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
215
|
|
|
219
|
|
|
5
|
|
|
(1
|
)
|
|
215
|
|
|
219
|
|
||||||||||||
Total
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
23
|
|
|
$
|
22
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
220
|
|
|
$
|
224
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
243
|
|
|
$
|
246
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at March 3, 2012
|
$
|
17
|
|
|
$
|
85
|
|
|
$
|
102
|
|
Charges
|
1
|
|
|
2
|
|
|
3
|
|
|||
Cash payments
|
(18
|
)
|
|
(83
|
)
|
|
(101
|
)
|
|||
Adjustments
(1)
|
—
|
|
|
28
|
|
|
28
|
|
|||
Changes in foreign currency exchange rates
|
—
|
|
|
4
|
|
|
4
|
|
|||
Balance at February 2, 2013
|
—
|
|
|
36
|
|
|
36
|
|
|||
Cash payments
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
|||
Adjustments
(2)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Changes in foreign currency exchange rates
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Balance at February 1, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Included within adjustments to facility closure and other costs is
$34 million
from the first quarter of fiscal 2013 (11-month), representing an adjustment to exclude non-cash charges or benefits, which had no impact on our Consolidated Statements of Earnings in fiscal 2013 (11-month).
|
(2)
|
Included within adjustments to facility closure and other costs is a
$5 million
charge related to a change in sublease assumptions, offset by a
$(6) million
adjustment to write off the remaining liability as a result of the sale of Best Buy Europe, as described in Note 4,
Discontinued Operations
.
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||||||
|
Principal
Balance
|
|
Interest
Rate
|
|
Principal
Balance
|
|
Interest
Rate
|
||||||
Europe revolving credit facility
(1)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
596
|
|
|
2.0
|
%
|
|
|
12-Month
|
|
11-Month
|
||||
Fiscal Year
|
|
2014
|
|
2013
|
||||
Maximum month-end amount outstanding during the year
(1)
|
|
$
|
597
|
|
|
$
|
596
|
|
Average amount outstanding during the year
(1)
|
|
135
|
|
|
477
|
|
(1)
|
Amounts relate to our previous
£400 million
Europe unsecured revolving credit facility agreement (the "RCF"). Interest rates under the previous RCF were variable, based on LIBOR plus an applicable margin based on Best Buy Europe's fixed charges coverage ratio. As described in Note 4,
Discontinued Operations
, we sold our interest in Best Buy Europe on June 26, 2013.
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
2013 Notes
|
$
|
—
|
|
|
$
|
500
|
|
2016 Notes
|
349
|
|
|
349
|
|
||
2018 Notes
|
500
|
|
|
—
|
|
||
2021 Notes
|
649
|
|
|
648
|
|
||
Financing lease obligations, due 2015 to 2026, interest rates ranging from 3.0% to 8.1%
|
95
|
|
|
122
|
|
||
Capital lease obligations, due 2015 to 2036, interest rates ranging from 1.9% to 9.3%
|
63
|
|
|
80
|
|
||
Other debt, due 2017, interest rate 6.7%
|
1
|
|
|
1
|
|
||
Total long-term debt
|
1,657
|
|
|
1,700
|
|
||
Less: current portion
(1)
|
(45
|
)
|
|
(547
|
)
|
||
Total long-term debt, less current portion
|
$
|
1,612
|
|
|
$
|
1,153
|
|
(1)
|
Our 2013 Notes due July 15, 2013, which we retired on July 15, 2013, are classified in the current portion of long-term debt as of February 2, 2013.
|
Fiscal Year
|
|
|
||
2015
|
|
$
|
45
|
|
2016
|
|
38
|
|
|
2017
|
|
372
|
|
|
2018
|
|
16
|
|
|
2019
|
|
509
|
|
|
Thereafter
|
|
677
|
|
|
Total long-term debt
|
|
$
|
1,657
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
$
|
25
|
|
|
$
|
43
|
|
|
$
|
76
|
|
Share awards
|
|
|
|
|
|
||||||
Market-based
|
9
|
|
|
2
|
|
|
—
|
|
|||
Time-based
|
62
|
|
|
62
|
|
|
33
|
|
|||
Employee stock purchase plans
|
1
|
|
|
5
|
|
|
11
|
|
|||
Total
|
$
|
97
|
|
|
$
|
112
|
|
|
$
|
120
|
|
|
Stock
Options
|
|
Weighted-
Average
Exercise Price
per Share
|
|
Weighted-Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value (in millions)
|
|||||
Outstanding at February 2, 2013
|
29,983,000
|
|
|
$
|
36.93
|
|
|
|
|
|
|
|
Granted
|
2,741,000
|
|
|
$
|
22.53
|
|
|
|
|
|
|
|
Exercised
|
(5,169,000
|
)
|
|
$
|
31.21
|
|
|
|
|
|
|
|
Forfeited/Canceled
|
(5,454,000
|
)
|
|
$
|
37.36
|
|
|
|
|
|
|
|
Outstanding at February 1, 2014
|
22,101,000
|
|
|
$
|
36.38
|
|
|
5.4
|
|
$
|
16
|
|
Vested or expected to vest at February 1, 2014
|
21,597,000
|
|
|
$
|
36.68
|
|
|
5.3
|
|
$
|
16
|
|
Exercisable at February 1, 2014
|
16,926,000
|
|
|
$
|
40.11
|
|
|
4.4
|
|
$
|
5
|
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
|||
Valuation Assumptions
(1)
|
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
(2)
|
|
0.1% – 1.8%
|
|
|
0.1% – 2.0%
|
|
|
0.1% – 3.6%
|
|
Expected dividend yield
|
|
2.0
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
Expected stock price volatility
(3)
|
|
46
|
%
|
|
44
|
%
|
|
37
|
%
|
Expected life of stock options (in years)
(4)
|
|
5.9
|
|
|
5.9
|
|
|
6.2
|
|
(1)
|
Forfeitures are estimated using historical experience and projected employee turnover.
|
(2)
|
Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options.
|
(3)
|
In projecting expected stock price volatility, we consider both the historical volatility of our stock price as well as implied volatilities from exchange-traded options on our stock.
|
(4)
|
We estimate the expected life of stock options based upon historical experience.
|
Market-Based Share Awards
|
|
Shares
|
|
Weighted-Average Fair Value per Share
|
|||
Outstanding at February 2, 2013
|
|
805,000
|
|
|
$
|
16.76
|
|
Granted
|
|
1,044,000
|
|
|
$
|
24.26
|
|
Vested
|
|
(20,000
|
)
|
|
$
|
19.89
|
|
Forfeited/Canceled
|
|
(193,000
|
)
|
|
$
|
21.82
|
|
Outstanding at February 1, 2014
|
|
1,636,000
|
|
|
$
|
20.91
|
|
Time-Based Share Awards
|
|
Shares
|
|
Weighted-Average Fair Value per Share
|
|||
Outstanding at February 2, 2013
|
|
7,751,000
|
|
|
$
|
21.05
|
|
Granted
|
|
3,433,000
|
|
|
$
|
22.99
|
|
Vested
|
|
(2,642,000
|
)
|
|
$
|
22.06
|
|
Forfeited/Canceled
|
|
(1,477,000
|
)
|
|
$
|
21.61
|
|
Outstanding at February 1, 2014
|
|
7,065,000
|
|
|
$
|
21.49
|
|
|
Exercisable
|
|
Unexercisable
|
|
Total
|
||||||||||||||||||||||||
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
||||||||||||
In-the-money
|
2.6
|
|
|
15
|
%
|
|
$
|
23.84
|
|
|
4.3
|
|
|
83
|
%
|
|
$
|
21.45
|
|
|
6.9
|
|
|
31
|
%
|
|
$
|
22.36
|
|
Out-of-the-money
|
14.3
|
|
|
85
|
%
|
|
$
|
43.14
|
|
|
0.9
|
|
|
17
|
%
|
|
$
|
36.91
|
|
|
15.2
|
|
|
69
|
%
|
|
$
|
42.77
|
|
Total
|
16.9
|
|
|
100
|
%
|
|
$
|
40.11
|
|
|
5.2
|
|
|
100
|
%
|
|
$
|
24.16
|
|
|
22.1
|
|
|
100
|
%
|
|
$
|
36.38
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
(1)
|
|
2012
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations
|
$
|
689
|
|
|
$
|
(467
|
)
|
|
$
|
1,424
|
|
Net earnings from continuing operations attributable to noncontrolling interests
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Net earnings (loss) from continuing operations attributable to Best Buy Co., Inc., shareholders, basic
|
687
|
|
|
(469
|
)
|
|
1,421
|
|
|||
Adjustment for assumed dilution:
|
|
|
|
|
|
||||||
Interest on convertible debentures due in 2022, net of tax
|
—
|
|
|
—
|
|
|
5
|
|
|||
Net earnings (loss) from continuing operations attributable to Best Buy Co., Inc., shareholders, diluted
|
$
|
687
|
|
|
$
|
(469
|
)
|
|
$
|
1,426
|
|
Denominator (in millions):
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
342.1
|
|
|
338.6
|
|
|
366.3
|
|
|||
Effect of potentially dilutive securities:
|
|
|
|
|
|
||||||
Shares from assumed conversion of convertible debentures
|
—
|
|
|
—
|
|
|
7.6
|
|
|||
Stock options and other
|
5.5
|
|
|
—
|
|
|
0.6
|
|
|||
Weighted-average common shares outstanding, assuming dilution
|
347.6
|
|
|
338.6
|
|
|
374.5
|
|
|||
Net earnings (loss) per share from continuing operations attributable to Best Buy Co., Inc. shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
2.01
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.88
|
|
Diluted
|
$
|
1.98
|
|
|
$
|
(1.38
|
)
|
|
$
|
3.81
|
|
(1)
|
The calculation of diluted loss per share for fiscal 2013 (11-month) does not include potentially dilutive securities because their inclusion would be anti-dilutive (i.e., reduce the net loss per share).
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
June 2011 Program
|
|
|
|
|
|
||||||
Total number of shares repurchased
|
—
|
|
|
6.3
|
|
|
34.5
|
|
|||
Total cost of shares repurchased
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
889
|
|
June 2007 Program
|
|
|
|
|
|
||||||
Total number of shares repurchased
|
—
|
|
|
—
|
|
|
20.1
|
|
|||
Total cost of shares repurchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
611
|
|
|
Foreign Currency Translation
|
|
Available-For-Sale Investments
|
|
Total
|
||||||
Balances at February 26, 2011
|
$
|
102
|
|
|
$
|
71
|
|
|
$
|
173
|
|
Foreign currency translation adjustments
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Unrealized losses on available-for-sale investments
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||
Reclassification of gains on available-for-sale investments into earnings
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||
Balances at March 3, 2012
|
93
|
|
|
(3
|
)
|
|
90
|
|
|||
Adjustment for fiscal year-end change
|
11
|
|
|
—
|
|
|
11
|
|
|||
Balances at January 28, 2012
|
104
|
|
|
(3
|
)
|
|
101
|
|
|||
Foreign currency translation adjustments
|
9
|
|
|
—
|
|
|
9
|
|
|||
Unrealized gains on available-for-sale investments
|
—
|
|
|
2
|
|
|
2
|
|
|||
Balances at February 2, 2013
|
113
|
|
|
(1
|
)
|
|
112
|
|
|||
Foreign currency translation adjustments
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|||
Unrealized gains on available-for-sale investments
|
—
|
|
|
7
|
|
|
7
|
|
|||
Reclassification of foreign currency translation adjustments into earnings due to sale of business
|
508
|
|
|
—
|
|
|
508
|
|
|||
Reclassification of losses on available-for-sale investments into earnings
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balances at February 1, 2014
|
$
|
485
|
|
|
$
|
7
|
|
|
$
|
492
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Minimum rentals
|
$
|
951
|
|
|
$
|
890
|
|
|
$
|
980
|
|
Contingent rentals
|
2
|
|
|
1
|
|
|
2
|
|
|||
Total rent expense
|
953
|
|
|
891
|
|
|
982
|
|
|||
Less: sublease income
|
(18
|
)
|
|
(16
|
)
|
|
(18
|
)
|
|||
Net rent expense
|
$
|
935
|
|
|
$
|
875
|
|
|
$
|
964
|
|
Fiscal Year
|
|
Capital
Leases
|
|
Financing
Leases
|
|
Operating
Leases
(1)
|
||||||
2015
|
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
1,027
|
|
2016
|
|
18
|
|
|
25
|
|
|
931
|
|
|||
2017
|
|
8
|
|
|
19
|
|
|
807
|
|
|||
2018
|
|
3
|
|
|
15
|
|
|
656
|
|
|||
2019
|
|
2
|
|
|
9
|
|
|
496
|
|
|||
Thereafter
|
|
17
|
|
|
17
|
|
|
1,116
|
|
|||
Subtotal
|
|
74
|
|
|
112
|
|
|
$
|
5,033
|
|
||
Less: imputed interest
|
|
(11
|
)
|
|
(17
|
)
|
|
|
|
|||
Present value
|
|
$
|
63
|
|
|
$
|
95
|
|
|
|
|
(1)
|
Operating lease obligations do not include payments to landlords covering real estate taxes and common area maintenance. These charges, if included, would increase total operating lease obligations by
$1.5 billion
at
February 1, 2014
.
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Federal income tax at the statutory rate
|
$
|
380
|
|
|
$
|
(70
|
)
|
|
$
|
758
|
|
State income taxes, net of federal benefit
|
25
|
|
|
(2
|
)
|
|
47
|
|
|||
(Benefit) expense from foreign operations
|
(13
|
)
|
|
49
|
|
|
(63
|
)
|
|||
Other
|
6
|
|
|
5
|
|
|
—
|
|
|||
Goodwill impairments (non-deductible)
|
—
|
|
|
287
|
|
|
—
|
|
|||
Income tax expense
|
$
|
398
|
|
|
$
|
269
|
|
|
$
|
742
|
|
Effective income tax rate
|
36.7
|
%
|
|
(135.8
|
)%
|
|
34.3
|
%
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
687
|
|
|
$
|
279
|
|
|
$
|
1,644
|
|
Outside the United States
|
400
|
|
|
(477
|
)
|
|
522
|
|
|||
Earnings (loss) from continuing operations before income tax expense and equity in income (loss) of affiliates
|
$
|
1,087
|
|
|
$
|
(198
|
)
|
|
$
|
2,166
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
306
|
|
|
$
|
204
|
|
|
$
|
520
|
|
State
|
45
|
|
|
(1
|
)
|
|
61
|
|
|||
Foreign
|
64
|
|
|
66
|
|
|
72
|
|
|||
|
415
|
|
|
269
|
|
|
653
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(21
|
)
|
|
26
|
|
|
86
|
|
|||
State
|
1
|
|
|
(3
|
)
|
|
11
|
|
|||
Foreign
|
3
|
|
|
(23
|
)
|
|
(8
|
)
|
|||
|
(17
|
)
|
|
—
|
|
|
89
|
|
|||
Income tax expense
|
$
|
398
|
|
|
$
|
269
|
|
|
$
|
742
|
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Accrued property expenses
|
$
|
162
|
|
|
$
|
194
|
|
Other accrued expenses
|
133
|
|
|
119
|
|
||
Deferred revenue
|
81
|
|
|
153
|
|
||
Compensation and benefits
|
114
|
|
|
95
|
|
||
Stock-based compensation
|
110
|
|
|
137
|
|
||
Loss and credit carryforwards
|
176
|
|
|
266
|
|
||
Other
|
103
|
|
|
125
|
|
||
Total deferred tax assets
|
879
|
|
|
1,089
|
|
||
Valuation allowance
|
(158
|
)
|
|
(228
|
)
|
||
Total deferred tax assets after valuation allowance
|
721
|
|
|
861
|
|
||
Property and equipment
|
(286
|
)
|
|
(343
|
)
|
||
Goodwill and intangibles
|
(75
|
)
|
|
(127
|
)
|
||
Inventory
|
(60
|
)
|
|
(90
|
)
|
||
Other
|
(16
|
)
|
|
(22
|
)
|
||
Total deferred tax liabilities
|
(437
|
)
|
|
(582
|
)
|
||
Net deferred tax assets
|
$
|
284
|
|
|
$
|
279
|
|
|
February 1, 2014
|
|
February 2, 2013
|
||||
Other current assets
|
$
|
261
|
|
|
$
|
228
|
|
Other assets
|
44
|
|
|
66
|
|
||
Other current liabilities
|
—
|
|
|
(5
|
)
|
||
Other long-term liabilities
|
(21
|
)
|
|
(10
|
)
|
||
Net deferred tax assets
|
$
|
284
|
|
|
$
|
279
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
$
|
383
|
|
|
$
|
387
|
|
|
$
|
359
|
|
Gross increases related to prior period tax positions
|
38
|
|
|
10
|
|
|
69
|
|
|||
Gross decreases related to prior period tax positions
|
(67
|
)
|
|
(22
|
)
|
|
(35
|
)
|
|||
Gross increases related to current period tax positions
|
34
|
|
|
37
|
|
|
43
|
|
|||
Settlements with taxing authorities
|
(3
|
)
|
|
(10
|
)
|
|
(20
|
)
|
|||
Lapse of statute of limitations
|
(15
|
)
|
|
(19
|
)
|
|
(29
|
)
|
|||
Balance at end of period
|
$
|
370
|
|
|
$
|
383
|
|
|
$
|
387
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
|
|
|
|
|
||||||
Domestic
|
$
|
35,831
|
|
|
$
|
33,222
|
|
|
$
|
37,596
|
|
International
|
6,579
|
|
|
6,605
|
|
|
7,861
|
|
|||
Total revenue
|
$
|
42,410
|
|
|
$
|
39,827
|
|
|
$
|
45,457
|
|
Percentage of revenue, by revenue category
|
|
|
|
|
|
||||||
Domestic:
|
|
|
|
|
|
||||||
Consumer Electronics
|
30
|
%
|
|
34
|
%
|
|
36
|
%
|
|||
Computing and Mobile Phones
|
48
|
%
|
|
44
|
%
|
|
40
|
%
|
|||
Entertainment
|
8
|
%
|
|
9
|
%
|
|
12
|
%
|
|||
Appliances
|
7
|
%
|
|
6
|
%
|
|
5
|
%
|
|||
Services
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|||
Other
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
International:
|
|
|
|
|
|
||||||
Consumer Electronics
|
28
|
%
|
|
31
|
%
|
|
34
|
%
|
|||
Computing and Mobile Phones
|
40
|
%
|
|
39
|
%
|
|
36
|
%
|
|||
Entertainment
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
|||
Appliances
|
20
|
%
|
|
17
|
%
|
|
17
|
%
|
|||
Services
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
Other
|
< 1%
|
|
|
< 1%
|
|
|
< 1%
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
Operating income (loss)
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,145
|
|
|
$
|
731
|
|
|
$
|
1,964
|
|
International
(1)
|
(5
|
)
|
|
(850
|
)
|
|
236
|
|
|||
Total operating income (loss)
|
1,140
|
|
|
(119
|
)
|
|
2,200
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Gain on sale of investments
|
20
|
|
|
—
|
|
|
55
|
|
|||
Investment income and other
|
27
|
|
|
20
|
|
|
22
|
|
|||
Interest expense
|
(100
|
)
|
|
(99
|
)
|
|
(111
|
)
|
|||
Earnings (loss) from continuing operations before income tax expense and equity in income (loss) of affiliates
|
$
|
1,087
|
|
|
$
|
(198
|
)
|
|
$
|
2,166
|
|
Assets
|
|
|
|
|
|
||||||
Domestic
|
$
|
11,146
|
|
|
$
|
10,874
|
|
|
$
|
9,592
|
|
International
|
2,867
|
|
|
5,913
|
|
|
6,413
|
|
|||
Total assets
|
$
|
14,013
|
|
|
$
|
16,787
|
|
|
$
|
16,005
|
|
Capital expenditures
|
|
|
|
|
|
||||||
Domestic
|
$
|
440
|
|
|
$
|
488
|
|
|
$
|
488
|
|
International
|
107
|
|
|
217
|
|
|
278
|
|
|||
Total capital expenditures
|
$
|
547
|
|
|
$
|
705
|
|
|
$
|
766
|
|
Depreciation
|
|
|
|
|
|
||||||
Domestic
|
$
|
565
|
|
|
$
|
561
|
|
|
$
|
612
|
|
International
|
136
|
|
|
233
|
|
|
267
|
|
|||
Total depreciation
|
$
|
701
|
|
|
$
|
794
|
|
|
$
|
879
|
|
(1)
|
Included within our International segment's operating loss for fiscal 2013 (11-month) is a
$819 million
goodwill impairment charge.
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales to customers
|
|
|
|
|
|
||||||
United States
|
$
|
35,831
|
|
|
$
|
33,222
|
|
|
$
|
37,596
|
|
Canada
|
4,522
|
|
|
4,818
|
|
|
5,635
|
|
|||
China
|
1,806
|
|
|
1,574
|
|
|
2,069
|
|
|||
Other
|
251
|
|
|
213
|
|
|
157
|
|
|||
Total revenue
|
$
|
42,410
|
|
|
$
|
39,827
|
|
|
$
|
45,457
|
|
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
2,190
|
|
|
$
|
2,404
|
|
|
$
|
2,507
|
|
Europe
|
—
|
|
|
352
|
|
|
352
|
|
|||
Canada
|
244
|
|
|
341
|
|
|
432
|
|
|||
China
|
139
|
|
|
142
|
|
|
161
|
|
|||
Other
|
25
|
|
|
31
|
|
|
19
|
|
|||
Total long-lived assets
|
$
|
2,598
|
|
|
$
|
3,270
|
|
|
$
|
3,471
|
|
|
Quarter
|
|
12-Month
|
||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
2014
|
||||||||||
Revenue
|
$
|
9,347
|
|
|
$
|
9,266
|
|
|
$
|
9,327
|
|
|
$
|
14,470
|
|
|
$
|
42,410
|
|
Comparable store sales % change
(1)
|
(1.4
|
)%
|
|
(0.6
|
)%
|
|
0.3
|
%
|
|
(1.2
|
)%
|
|
(0.8
|
)%
|
|||||
Gross profit
|
$
|
2,158
|
|
|
$
|
2,458
|
|
|
$
|
2,157
|
|
|
$
|
2,917
|
|
|
$
|
9,690
|
|
Operating income
(2)
|
168
|
|
|
413
|
|
|
90
|
|
|
469
|
|
|
1,140
|
|
|||||
Net earnings from continuing operations
|
97
|
|
|
237
|
|
|
44
|
|
|
311
|
|
|
689
|
|
|||||
Gain (loss) from discontinued operations, net of tax
|
(170
|
)
|
|
11
|
|
|
10
|
|
|
(17
|
)
|
|
(166
|
)
|
|||||
Net earnings (loss) including noncontrolling interests
|
(73
|
)
|
|
248
|
|
|
54
|
|
|
294
|
|
|
523
|
|
|||||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
(81
|
)
|
|
266
|
|
|
54
|
|
|
293
|
|
|
532
|
|
|||||
Diluted earnings (loss) per share
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.29
|
|
|
$
|
0.69
|
|
|
$
|
0.12
|
|
|
$
|
0.88
|
|
|
$
|
1.98
|
|
Discontinued operations
|
(0.53
|
)
|
|
0.08
|
|
|
0.04
|
|
|
(0.05
|
)
|
|
(0.45
|
)
|
|||||
Diluted earnings (loss) per share
|
$
|
(0.24
|
)
|
|
$
|
0.77
|
|
|
$
|
0.16
|
|
|
$
|
0.83
|
|
|
$
|
1.53
|
|
|
Quarter
|
|
11-Month
|
||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
2013
(4)
|
||||||||||
Revenue
|
$
|
10,343
|
|
|
$
|
9,306
|
|
|
$
|
9,343
|
|
|
$
|
14,921
|
|
|
$
|
39,827
|
|
Comparable store sales % decline
(1)
|
(5.2
|
)%
|
|
(3.3
|
)%
|
|
(5.1
|
)%
|
|
(1.4
|
)%
|
|
(3.4
|
)%
|
|||||
Gross profit
|
$
|
2,572
|
|
|
$
|
2,249
|
|
|
$
|
2,213
|
|
|
$
|
3,331
|
|
|
$
|
9,298
|
|
Operating income (loss)
(5)
|
263
|
|
|
87
|
|
|
—
|
|
|
(181
|
)
|
|
(119
|
)
|
|||||
Net earnings (loss) from continuing operations
|
169
|
|
|
30
|
|
|
(9
|
)
|
|
(460
|
)
|
|
(467
|
)
|
|||||
Gain (loss) from discontinued operations, net of tax
|
(17
|
)
|
|
(37
|
)
|
|
10
|
|
|
81
|
|
|
47
|
|
|||||
Net earnings (loss) including noncontrolling interests
|
152
|
|
|
(7
|
)
|
|
1
|
|
|
(379
|
)
|
|
(420
|
)
|
|||||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
158
|
|
|
12
|
|
|
(10
|
)
|
|
(409
|
)
|
|
(441
|
)
|
|||||
Diluted earnings (loss) per share
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.49
|
|
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.38
|
)
|
Discontinued operations
|
(0.03
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
0.15
|
|
|
0.08
|
|
|||||
Diluted earnings (loss) per share
|
$
|
0.46
|
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(1.30
|
)
|
(1)
|
Comprised of revenue from stores operating for at least
14
full months, as well as revenue related to call centers, websites and our other comparable sales channels. Revenue we earn from sales of merchandise to wholesalers or dealers is generally not included within our comparable store sales calculation. Relocated, remodeled and expanded stores are excluded from our comparable store sales calculation until at least
14
full months after reopening. Acquired stores are included in our comparable store sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The portion of our calculation of the comparable store sales percentage change attributable to our International segment excludes the effect of fluctuations in foreign currency exchange rates. The method of calculating comparable store sales varies across the retail industry. As a result, our method of calculating comparable store sales may not be the same as other retailers' methods. The calculation of comparable store sales excludes the impact of the extra week of revenue in the fourth quarter of fiscal 2012, as well as revenue from discontinued operations for all periods presented.
|
(2)
|
Includes
$6 million
,
$7 million
,
$31 million
and
$115 million
of restructuring charges recorded in the fiscal first, second, third and fourth quarters, respectively, and
$159 million
for the 12 months ended February 1, 2014, related to measures we took to restructure our businesses.
|
(3)
|
The sum of our quarterly diluted earnings per share does not equal our annual diluted earnings per share due to the impact of the timing of the repurchases of common stock and stock option exercises on quarterly and annual weighted-average shares outstanding.
|
(4)
|
On November 2, 2011, our Board of Directors approved a change to our fiscal year-end from the Saturday nearest the end of February to the Saturday nearest the end of January. In the first quarter of fiscal 2013 (11-month), we began reporting our quarterly results on the basis of our new fiscal year-end. As such, the results for the month of February 2012, which are included in the audited results for fiscal 2012, were also included in the reported first quarter of fiscal 2013 (11-month). However, the results for the month of February 2012 are not included in the results for the full year of fiscal 2013 (11-month). Thus, the four quarters of fiscal year 2013 (11-month) are not additive.
|
(5)
|
Includes
$127 million
,
$91 million
,
$34 million
and
$169 million
of restructuring charges recorded in the fiscal first, second, third and fourth quarters, respectively, and
$415 million
for the 11 months ended February 2, 2013, related to measures we took to restructure our businesses. Also included in the fourth quarter and 11 months ended February 2, 2013, is a
$822 million
goodwill impairment charge related to our Canada, Five Star and U.S. reporting units.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements:
|
2.
|
Supplementary Financial Statement Schedules:
|
3.
|
Exhibits:
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
||
2.1
|
|
|
Implementation Agreement, dated April 29, 2013, by and among Best Buy Co., Inc., Best Buy UK Holdings LP, Best Buy Distributions Limited, New BBED Limited and Carphone Warehouse Group plc
|
|
8-K
|
|
2.1
|
|
|
4/30/2013
|
|
|
3.1
|
|
|
Restated Articles of Incorporation
|
|
DEF 14A
|
|
n/a
|
|
|
5/12/2009
|
|
|
3.2
|
|
|
Amended and Restated By-Laws
|
|
8-K
|
|
3.1
|
|
|
9/26/2013
|
|
|
4.1
|
|
|
Form of Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee
|
|
S-3ASR
|
|
4.1
|
|
|
3/11/2011
|
|
|
4.2
|
|
|
Form of First Supplemental Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee
|
|
8-K
|
|
4.2
|
|
|
3/11/2011
|
|
|
4.3
|
|
|
Second Supplement Indenture, dated as of July 16, 2013, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee
|
|
8-K
|
|
4.1
|
|
|
7/16/2013
|
|
|
10.1
|
|
|
364-Day Credit Agreement dated as of June 25, 2013, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
10.1
|
|
|
6/28/2013
|
|
|
10.2
|
|
|
Five-Year Credit Agreement dated as of October 7, 2011, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
4.2
|
|
|
10/12/2011
|
|
|
10.3
|
|
|
First Amendment, dated as of June 25, 2013, to the Five-Year Credit Agreement, dated as of October 7, 2011, among Best Buy Co. Inc., The Subsidiary Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
10.2
|
|
|
6/28/2013
|
|
|
*10.4
|
|
|
1994 Full-Time Employee Non-Qualified Stock Option Plan, as amended
|
|
10-K
|
|
10.1
|
|
|
5/2/2007
|
|
|
*10.5
|
|
|
1997 Employee Non-Qualified Stock Option Plan, as amended
|
|
10-Q
|
|
10.1
|
|
|
10/6/2005
|
|
|
*10.6
|
|
|
1997 Directors' Non-Qualified Stock Option Plan, as amended
|
|
10-K
|
|
10.3
|
|
|
5/2/2007
|
|
|
*10.7
|
|
|
2000 Restricted Stock Award Plan, as amended
|
|
10-Q
|
|
10.2
|
|
|
10/6/2005
|
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
||
*10.8
|
|
|
Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended
|
|
S-8
|
|
99
|
|
|
7/15/2011
|
|
|
*10.9
|
|
|
Best Buy Co., Inc. Short Term Incentive Plan, as approved by the Board of Directors
|
|
DEF 14A
|
|
n/a
|
|
|
5/26/2011
|
|
|
*10.10
|
|
|
2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors
|
|
10-K
|
|
10.7
|
|
|
4/28/2010
|
|
|
*10.11
|
|
|
Best Buy Fifth Amended and Restated Deferred Compensation Plan, as amended
|
|
S-8
|
|
4.3
|
|
|
11/19/2013
|
|
|
*10.12
|
|
|
Best Buy Co., Inc. Performance Share Award Agreement dated August 5, 2008
|
|
8-K
|
|
10.1
|
|
|
8/8/2008
|
|
|
*10.13
|
|
|
Form of Long-Term Incentive Program Buy-Out Award Agreement dated September 4, 2012, between Hubert Joly and Best Buy Co., Inc.
|
|
10-Q
|
|
10.3
|
|
|
9/6/2012
|
|
|
*10.14
|
|
|
Form of Best Buy Co., Inc. Continuity Award Agreement dated June 21, 2012
|
|
10-Q
|
|
10.1
|
|
|
9/6/2012
|
|
|
*10.15
|
|
|
Employment Agreement, dated November 9, 2012, between Sharon McCollam and Best Buy Co., Inc.
|
|
8-K
|
|
10.1
|
|
|
11/15/2012
|
|
|
*10.16
|
|
|
Employment Agreement, dated August 19, 2012, between Hubert Joly and Best Buy Co., Inc.
|
|
8-K
|
|
10.1
|
|
|
8/21/2012
|
|
|
*10.17
|
|
|
Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. Schulze
|
|
8-K
|
|
99.2
|
|
|
3/25/2013
|
|
|
*10.18
|
|
|
Best Buy Mobile Performance Award Termination Agreement
|
|
|
|
|
|
|
|
X
|
|
*10.19
|
|
|
Form of Best Buy Co., Inc. Long-Term Incentive Program Award
|
|
|
|
|
|
|
|
X
|
|
*10.20
|
|
|
Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement
|
|
|
|
|
|
|
|
X
|
|
*10.21
|
|
|
Form of Director Restricted Stock Unit Award Agreement for Non-U.S. Directors
|
|
|
|
|
|
|
|
X
|
|
12.1
|
|
|
Statements re: Computation of Ratios
|
|
|
|
|
|
|
|
|
X
|
21.1
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
X
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
|||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
|
101
|
|
|
The following financial information from our Annual Report on Form 10-K for fiscal 2014, filed with the SEC on March 28, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at February 1, 2014 and February 2, 2013, (ii) the consolidated statements of earnings for the years ended February 1, 2014, February 2, 2013, January 28, 2012 (recast) and March 3, 2012, (iii) the consolidated statements of comprehensive income for the years ended February 1, 2014, February 2, 2013 and March 3, 2012, (iv) the consolidated statements of cash flows for the years ended February 1, 2014, February 2, 2013, January 28, 2012 (recast) and March 3, 2012, (v) the consolidated statements of changes in shareholders' equity for the years ended February 1, 2014, February 2, 2013 and March 3, 2012 and (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
Best Buy Co., Inc.
(Registrant)
|
||
By:
|
|
/s/ Hubert Joly
|
|
|
Hubert Joly
President and Chief Executive Officer
|
|
|
March 28, 2014
|
Signature
|
|
Title
|
|
Date
|
/s/ Hubert Joly
|
|
President, Chief Executive Officer and Director
|
|
March 28, 2014
|
Hubert Joly
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Sharon L. McCollam
|
|
Chief Administrative Officer and Chief Financial Officer
|
|
March 28, 2014
|
Sharon L. McCollam
|
|
(principal financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
/s/ Bradbury H. Anderson
|
|
Director
|
|
March 28, 2014
|
Bradbury H. Anderson
|
|
|
|
|
|
|
|
|
|
/s/ Lisa M. Caputo
|
|
Director
|
|
March 28, 2014
|
Lisa M. Caputo
|
|
|
|
|
|
|
|
|
|
/s/ Russell P. Fradin
|
|
Director
|
|
March 28, 2014
|
Russell P. Fradin
|
|
|
|
|
|
|
|
|
|
/s/ Kathy J. Higgins Victor
|
|
Director
|
|
March 28, 2014
|
Kathy J. Higgins Victor
|
|
|
|
|
|
|
|
|
|
/s/ David W. Kenny
|
|
Director
|
|
March 28, 2014
|
David W. Kenny
|
|
|
|
|
|
|
|
|
|
/s/ Sanjay Khosla
|
|
Director
|
|
March 28, 2014
|
Sanjay Khosla
|
|
|
|
|
|
|
|
|
|
/s/ Allen U. Lenzmeier
|
|
Director
|
|
March 28, 2014
|
Allen U. Lenzmeier
|
|
|
|
|
|
|
|
|
|
/s/ Thomas L. Millner
|
|
Director
|
|
March 28, 2014
|
Thomas L. Millner
|
|
|
|
|
|
|
|
|
|
/s/ Hatim A. Tyabji
|
|
Chairman of the Board and Director
|
|
March 28, 2014
|
Hatim A. Tyabji
|
|
|
|
|
|
|
|
|
|
/s/ Gérard Vittecoq
|
|
Director
|
|
March 28, 2014
|
Gérard Vittecoq
|
|
|
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expenses or
Other Accounts
|
|
Other
(1)
|
|
Balance at
End of
Period
|
||||||||
Year ended February 1, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
92
|
|
|
$
|
76
|
|
|
$
|
(64
|
)
|
|
$
|
104
|
|
Year ended February 2, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
72
|
|
|
$
|
34
|
|
|
$
|
(14
|
)
|
|
$
|
92
|
|
Year ended March 3, 2012
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
107
|
|
|
$
|
8
|
|
|
$
|
(43
|
)
|
|
$
|
72
|
|
(1)
|
Includes bad debt write-offs and recoveries, acquisitions and the effect of foreign currency fluctuations.
|
•
|
In March 2013, you will be paid
$3,713,190
(less tax withholding and applicable deductions) for the final Performance Period under the Performance Award Agreement, provided you are employed by Best Buy through the end of the Performance Period. If your employment terminates under the circumstances in Section 2.5 (a) of the Performance Award Agreement, this payment will be pro-rated to end of the fiscal quarter preceding your date of termination. If your employment terminates for any other reason before the end of the Performance Period, you will not be entitled to any payment for the final Performance Period. Further, the payment in this paragraph remains subject to the Recovery Policy provision s in Section 3.5 of the Performance Award Agreement.
|
•
|
You agree that, by agreeing to the above payment , Best Buy has no further obligation to you under the Performance Award Agreement.
|
•
|
You waive any further rights you have under the Performance Award Agreement, and agree not to bring any claims against Best Buy or any of its subsidiaries or employees based on the Performance Award Agreement. Your release includes (but is not limited to) any contract, quasi-contract, statutory, tort, or negligence claims.
|
•
|
Section III of the Performance Award Agreement (Restrictive Covenants) survives and continues in full force and effect. You acknowledge that you remain bound by the provision s of Section III.
|
/s/ Jude Buckley
|
|
Jude Buckley
|
Signature
|
|
Printed Name
|
|
|
|
12/10/2012
|
|
|
Date
|
|
|
I.
|
The Award and the Plan
. As of the Award Date set forth above (the "Award Date"), Best Buy Co., Inc. (“Best Buy”) grants to you the award stated in the award notification (the “Award Notification”) accompanying this Award Agreement (the “Award”). The Award consists of one or more of the following: (a) an option to purchase a number of Shares of Best Buy common stock (“Shares”) set forth in such Award Notification (the “Option”) at the price per Share set forth in such Award Notification; (b) the number of time-based restricted Shares (the “Time-Based Restricted Shares”) set forth in such Award Notification, and (c) a commitment to issue you a number of performance-based restricted Shares (the “Performance-Based Restricted Shares”) set forth in such Award Notification upon achievement of the Performance Criteria (as defined in the Appendix), all on the terms and conditions contained in this Long-Term Incentive Program Award Agreement (this “Agreement”) and the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms not defined in the body of this Agreement are defined in the attached Addendum or in the Plan. Except as otherwise stated, all references to “Sections” or "Articles" refer to Sections or Articles of this Agreement.
|
II.
|
Terms of Option Grant.
This Article II applies to you only if your Award Notification includes the grant of an Option.
|
2.1
|
Duration, Vesting and Exercisability of Option
. The Option expires on the last day of the 10-year period beginning on the Award Date (the “Expiration Date”). The Option vests and becomes exercisable in accordance with the vesting schedule stated in the Award Notification. To the extent then not fully vested, the entire Option will vest earlier and become exercisable upon your termination of employment due to Disability or death or if, within 12 months following a Change of Control, your employment is terminated without Cause or you terminate your employment for Good Reason, but only if your employment terminates in any such case at a time when no member of the Company Group is entitled to terminate your employment for Cause. The Option may only be exercised by you during your lifetime, and may not be assigned or transferred other than by will or the laws of descent and distribution.
|
2.2
|
Exercise and Tax Withholding.
The Option may be exercised in whole or in part by written notice to Best Buy (through the Plan administrator or other means as shall be specified by Best Buy from time-to-time) stating the number of Shares to be purchased under the Option and the method of payment. The notice must be accompanied by payment in full of the exercise price for all Shares designated in the notice. Payment of the exercise price may be made by cash, check, delivery of previously owned Shares having a Fair Market Value on the date of exercise that is equal to the exercise price, or withholding of Shares that would otherwise be issued upon such exercise having a Fair Market Value on the date of exercise that is equal to the exercise price, or a combination thereof. The Option is a Non-Qualified Stock Option that is not eligible for treatment as a qualified or incentive stock option for federal income tax purposes. You are liable for any federal and state income or other taxes applicable upon the grant or exercise of the Option or any disposition of the underlying Shares; and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Prior to exercising the Option, you will pay or make adequate arrangements satisfactory to Best Buy to satisfy all applicable taxes. In this regard, you authorize Best Buy, or its respective agents, at their discretion, to satisfy the obligations with regard to all taxes by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by Best Buy; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by Best Buy (on your behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon exercise of the Option. You have no rights in the Shares subject to the Option until such Shares are received by you upon exercise of the Option.
|
2.3
|
Limited Exercise Rights after Qualified Retirement, Disability, Death or other Termination of Employment.
Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice). Subject to the forfeiture provisions of Article IV and the exceptions in paragraph (d) of this Section 2.3:
|
(a)
|
If your employment with the Company Group is terminated by your employer without Cause, or if you resign or otherwise voluntarily terminate your employment with the Company Group, you will have 60
|
(b)
|
Upon your Qualified Retirement, the Option will continue to vest and you will have three years from the later of the date of your Qualified Retirement and the last vesting date to exercise the Option (subject to the Expiration Date). If you do not exercise the Option during that time period, any unexercised portion of the Option will be forfeited
|
(c)
|
If you die while employed by the Company Group, the representative of your estate or your heirs will have one year after the date of your death to exercise the Option (subject to the Expiration Date). If your employment is terminated due to your Disability, you will have one year after the date of such termination to exercise the Option (subject to the Expiration Date).
|
(d)
|
In no case, however, may the Option be exercised after the Expiration Date. The Option may not be exercised following termination of your employment with the Company Group for Cause, or if your employment terminated for any reason at a time when any member of the Company Group was entitled to terminate your employment for Cause.
|
(e)
|
If the entity within the Company Group that employees you is a subsidiary of Best Buy (the “
Employing
Entity
”), any transaction in which securities representing more than 50% of the voting power of the Employing Entity becoming Beneficially Owned by any Person or Persons other than Best Buy or one of its subsidiaries, whether via a transfer of such securities to such Person or Persons or via merger, consolidation or otherwise, will constitute a termination of your employment.
|
III.
|
Terms of Time-Based and Performance-Based Restricted Share Grants.
This Article III applies to you only if your Award Notification includes a grant of Time-Based and/or Performance-Based Restricted Shares. If your Award Notification includes a grant of Performance-Based Restricted Shares, please see the Appendix for additional terms and conditions applicable only to your Performance-Based Restricted Shares.
|
3.1
|
Time-Based Restricted Shares
. Until your Time-Based Restricted Shares vest, you may not sell, assign, pledge or otherwise transfer such Shares (or any interest in or right to such Shares), other than by will or the laws of descent and distribution, and any such attempted transfer will be void (the "Restrictions"). The Time-Based Restricted Shares vest, and the Restrictions will lapse, in accordance with the vesting schedule stated in the Award Notification.
|
3.2
|
Performance-Based Restricted Shares
. Upon expiration of the Performance Period, the Compensation and Human Resources Committee (the “Committee”) will determine in its sole discretion whether the Performance Criteria have been met. To the extent any Performance-Based Restricted Shares have been earned, they will be delivered to you within 30 days after the Committee makes such determination. The foregoing provisions of this Section 3.2 notwithstanding, upon the occurrence of a Change of Control, the Committee will determine whether and to what extent the Performance Criteria have been attained through the date of such Change of Control, and you will be deemed to have earned the greater of (i) such number of Performance-Based Restricted Shares as would have been earned based on the attainment of Target performance under the Performance Criteria or (ii) such number of Performance-Based Restricted Shares as would be earned based on the actual Performance Criteria attained as so determined by the Committee. You may not sell, assign, pledge or otherwise transfer any rights to Performance-Based Restricted Shares prior to their issuance other than by will or the laws of descent and distribution.
|
3.3
|
Effect of Qualified Retirement, Disability, Death or other Termination of Employment on Time-Based Restricted Shares
. Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice).
|
(a)
|
Except as provided in (b) below, if your employment with the Company Group is terminated before the Restrictions have lapsed, for any reason, you will forfeit all unvested Time-Based Restricted Shares.
|
(b)
|
Upon your Qualified Retirement, your Time-Based Restricted Shares will continue to vest according to the vesting schedule described in the Award Notification. If your employment with the Company Group is terminated by reason of your death, or Disability, the Restrictions will lapse with respect to your Time-Based Restricted Shares upon the date of such termination of employment.
|
(c)
|
If the entity within the Company Group that employees you is a subsidiary of Best Buy (the “
Employing
Entity
”), any transaction in which securities representing more than 50% of the voting power of the Employing Entity becoming Beneficially Owned by any Person or Persons other than Best Buy or one of its subsidiaries, whether via a transfer of such securities to such Person or Persons or via merger, consolidation or otherwise, will constitute a termination of your employment.
|
3.4
|
Effect of Qualified Retirement, Disability, Death or other Termination of Employment on Performance-Based Restricted Shares
. Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice).
|
(a)
|
Except as provided in (b) below, if your employment with the Company Group is terminated before the end of the Performance Period, for any reason, your rights to all unearned Performance-Based Restricted Shares will be forfeit.
|
(b)
|
Specific Circumstances:
|
(i)
|
Qualified Retirement: In the event of your Qualified Retirement, to the extent the Performance Criteria are met at the end of the Performance Period, you will be entitled to a pro-rated amount of Performance-Based Restricted Shares, based on the date of your Qualified Retirement. The pro-rated portion will equal a fraction of such earned Performance-Based Restricted Shares, the numerator of which is the number of days during the Performance Period you were employed through the date of termination and the denominator of which is 1,095. The Performance-Based Restricted Shares will be delivered to you within 30 days after approval of the performance results.
|
(ii)
|
Death or Disability: If your employment with the Company Group is terminated by reason of your death or Disability, to the extent the Performance Criteria are met as of such date, you will be entitled to a pro-rated amount of Performance-Based Restricted Shares. The pro-rated portion will equal a fraction of such earned Performance-Based Restricted Shares, the numerator of which is the number of days during the Performance Period you were employed through the date of termination of employment and the denominator of which is 1,095. The Performance-Based Restricted Shares will be delivered to you within 30 days after approval of the performance results.
|
(iii)
|
Involuntary Termination Not for Cause or Voluntary Termination for Good Reason: If your employment is involuntarily terminated by the Company Group without Cause or you voluntarily terminate your employment for Good Reason prior to the end of the Performance Period, to the extent the Performance Criteria are met at the end of the Performance Period, you will be entitled to a pro-rated amount of Performance-Based Restricted Shares, based on the date of your termination. The pro-rated portion will equal a fraction of such earned Performance-Based Restricted Shares, the numerator of which is the number of days during the Performance Period you were employed through the date of termination and the denominator of which is 1,095. The Performance-Based Restricted Shares will be delivered to you within 30 days after approval of the performance results.
|
(c)
|
If your employment with the Company Group is terminated for any reason before the end of the Performance Period at a time when any member of the Company Group is entitled to terminate your employment for Cause, you will forfeit all rights to any Performance-Based Restricted Shares.
|
3.5
|
Limitation of Rights Regarding Shares
. Upon issuance of any Time-Based Restricted Shares, you will have all of the rights of a shareholder with respect to such Shares except that you will not have the right to vote any unvested Time-Based Restricted Shares, and you will not have any right to any dividends paid on any unvested Time-Based Restricted Shares. You will not have any rights in any Performance Based Restricted Shares prior to their issuance.
|
3.6
|
Income Taxes
. You are liable for any federal and state income or other taxes applicable upon the lapse of the Restrictions on any Time-Based Restricted Shares, and your subsequent disposition of any Time-Based Restricted Shares that have become vested; and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon (a) the lapse of Restrictions on any Time-Based Restricted Shares or (b) the issuance of any earned Performance-Based Restricted Shares, except as otherwise agreed, Best Buy will withhold from such Shares a number of Shares having a Fair Market Value equal to the
|
IV.
|
Restrictive Covenants and Remedies.
By accepting this Award, you agree to the restrictions and agreements contained in this Article (the “Restrictive Covenants”); and you agree that the Restrictive Covenants and the remedies described in this Article are reasonable and necessary to protect the legitimate interests of the Company Group. Sections 4.2 and 4.3 apply to you only if you are an Officer. Further, if you are an attorney, this Agreement applies to you only to the extent its provisions are not inconsistent with the rules of professional conduct applicable to you (for example, Minnesota Rule of Professional Conduct 5.6).
|
4.1
|
Confidentiality.
In consideration of the Award, you acknowledge that the Company Group operates in a competitive environment and has a substantial interest in protecting its Confidential Information, and you agree, during your employment with the Company Group and thereafter, to maintain the confidentiality of the Company Group’s Confidential Information and to use such Confidential Information for the exclusive benefit of the Company Group.
|
4.2
|
Competitive Activity
. During your employment with the Company Group and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled award vesting date, you shall not engage in any Competitive Activity. Because the Company Group’s business competes on a global basis, your obligations hereunder shall apply anywhere in the world. In the event that any portion of this Section 4.2 regarding “Competitive Activity” shall be determined by any court of competent jurisdiction to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonably may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such court in such action. You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.
|
4.3
|
Non-Solicitation
. During your employment and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled award vesting date, you shall not:
|
(a)
|
induce or attempt to induce any employee of the Company Group to leave the employ of Company Group, or in any way interfere adversely with the relationship between any such employee and Company Group;
|
(b)
|
induce or attempt to induce any employee of Company Group to work for, render services to, provide advice to, or supply Confidential Information of Company Group to any third person, firm, or corporation;
|
(c)
|
employ, or otherwise pay for services rendered by, any employee of Company Group in any business enterprise with which you may be associated, connected or affiliated;
|
(d)
|
induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of Company Group to cease doing business with Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and Company Group; or
|
(e)
|
assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you. In particular, you will not, directly or indirectly, induce any employee of Company Group to carry out any such activity.
|
4.4
|
Recovery
. In consideration of the terms of the Award, you agree that, if you (a) violate any provision of the Restrictive Covenants, (b) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (c) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (d) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (e) you engage in a criminal act, fraud, or violation of any securities laws, then, notwithstanding any other provision of this Agreement, (x) any unexercised portion of any Option, any unvested Time-Based Restricted Shares, and all rights to Performance-Based Restricted Shares shall be cancelled and forfeited and any rights thereto shall become null and void; and (y) you hereby agree that you shall immediately return to the Company any Shares issued to you upon exercise of any Option, and any other Shares issued to you by Best Buy under the Plan, in each case still under your control and you shall promptly reimburse to the Company the Fair Market Value (as measured on
|
4.5
|
Committee Discretion
. You may be released from your Restrictive Covenant under this Article IV only if, and to the extent that, the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Company Group.
|
4.6
|
Right of Set-Off
. By accepting this Agreement, you consent to a deduction from any amounts any member of the Company Group owes you from time to time (including amounts owed to you as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to you by any member of the Company Group), to the extent of the amounts you owe any member of the Company Group under this Section 4.6. Whether or not the Company Group elects to make any set-off in whole or in part, if the Company Group does not recover by means of set-off the full amount you owe, calculated as set forth above, you agree to immediately pay the unpaid balance to Best Buy.
|
4.7
|
Partial Invalidity
. If any portion of this Article IV is determined by any court of competent jurisdiction to be unenforceable in any respect, it shall be interpreted to be valid to the maximum extent for which it reasonably may be enforced, and enforced as so interpreted, all as determined by such court in such action. You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.
|
4.8
|
Remedy for Breach
. You agree that a breach of any of the Restrictive Covenants would cause material and irreparable harm to the Company Group that would be difficult or impossible to measure, and that damages or other legal remedies available to the Company Group for any such injury would, therefore, be an inadequate remedy for any such breach. Accordingly, you agree that if you breach any Restrictive Covenant, the Company Group shall be entitled, in addition to and without limitation upon all other remedies the Company Group may have under this Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security, to restrain any such breach. Such equitable relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in any arbitration proceeding. You further agree that the duration of the Restrictive Covenant shall be extended by the same amount of time that you are in breach of any Restrictive Covenant.
|
V.
|
General Terms and Conditions
.
|
5.1
|
Employment and Terms of Plan
. This Agreement does not guarantee your continued employment nor alter the right of any member of the Company Group to terminate your employment at any time. This Award is granted pursuant to the Plan and is subject to its terms. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.
|
5.2
|
Governing Law, Jurisdiction and Venue
. This Agreement is governed by the laws of the State of Minnesota, without regard to the conflict of law provisions. You and Best Buy agree that the state and federal courts located in the State of Minnesota shall have personal jurisdiction over the parties to this Agreement, and that the sole venues to adjudicate any dispute arising under this Agreement shall be the District Courts of Hennepin County, State of Minnesota and the United States District Court for the District of Minnesota; and each party waives any argument that any other forum would be more convenient or proper.
|
5.3
|
Costs of Enforcement
. In addition to any other remedy to which any member of the Company Group is entitled under this Agreement, you agree that the Company Group shall be entitled to recover from you any costs or disbursements reasonably incurred by the Company Group to enforce any provision of this Agreement, or to otherwise defend itself from any claim brought by you or any of your beneficiaries against any member of the Company Group under any provision of this Agreement.
|
5.4
|
Entire
Agreement
. This Agreement, together with the Plan, constitute the entire agreement relating to the subject matter hereof and supersede all previous and contemporaneous communications, agreements and understandings between you, on the one hand, and the Company or any of its affiliates, on the other hand.
|
(I)
|
are charged with, convicted of or enter a plea of guilty or
nolo contendere
to: (a) a felony, (b) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (c) any crime involving the business of the Company Group;
|
(II)
|
in the performance of your duties for the Company Group or otherwise to the detriment of the Company Group, engage in: (a) dishonesty that is harmful to the Company Group, monetarily or otherwise, (b) willful or gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation, (f) embezzlement, or (g) theft;
|
(III)
|
disobey the directions of the Board acting within the scope of its authority;
|
(IV)
|
fail to comply with the policies or practices of the Company Group;
|
(V)
|
fail to devote substantially all of your business time and effort to the Company Group;
|
(VI)
|
are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other person;
|
(VII)
|
are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its behalf, to have engaged in a pattern of poor performance;
|
(VIII)
|
are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its behalf, to have willfully engaged in conduct that is harmful to the Company Group, monetarily or otherwise;
|
(IX)
|
breach any provision of this Agreement (including but not limited to Section 4.1, concerning Confidential Information) or any other agreement between you and any member of the Company Group; or
|
(X)
|
engage in any activity intended to benefit any entity at the expense of the Company Group or intended to benefit any competitor of the Company Group.
|
(I)
|
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Best Buy representing 50% or more of the combined voting power of Best Buy's then outstanding securities excluding, at the time of their original acquisition, from the calculation of securities Beneficially owned by such Person, any securities acquired directly from Best Buy or its Affiliates or in connection with a transaction described in clause (a) of paragraph III below; or
|
(II)
|
individuals who at the Award Date constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Best Buy) whose appointment or election by the Board or nomination for election by Best Buy's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the Award Date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority thereof; or
|
(III)
|
there is consummated a merger or consolidation of Best Buy with any other company, other than (a) a merger or consolidation which would result in the voting securities of Best Buy outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Best Buy or any Affiliate, at least 50% of the combined voting power of the voting securities of Best Buy or such surviving entity or parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of Best Buy (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly of securities of Best Buy representing 50% or more of the combined voting power of Best Buy's then outstanding securities; or
|
(IV)
|
the shareholders of Best Buy approve a plan of complete liquidation of Best Buy or there is consummated an agreement for the sale or disposition by Best Buy of all or substantially all Best Buy's assets, other than a sale or disposition by Best Buy of all or substantially all of Best Buy’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of Best Buy in substantially the same proportions as their ownership of Best Buy immediately before such sale; or
|
(V)
|
the Board determines in its sole discretion that a Change of Control of Best Buy has occurred.
|
(I)
|
owning or holding, directly or Beneficially, as a shareholder (other than as a shareholder with less than 1% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder any company or business that derives more than 25% of its revenue from the Restricted Activities (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Activities or
|
(II)
|
engaging or participating as an employee, director, officer, manager, executive, partner, independent contractor, board member, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities.
|
(I)
|
a material adverse change in your title, duties or responsibilities (including reporting responsibilities);
|
(II)
|
without your consent, a material reduction in your base salary, other than across-the-board reductions affecting similarly-situated employees on a proportionate basis not to exceed 10% of base salary; or
|
(III)
|
being required to work in a location more than 50 miles from your office location, except for requirements of temporary travel on the Company Group's business to an extent substantially consistent with your business travel obligations.
|
2.
|
Total Shareholder Return” or “TSR”
. Total Shareholder Return” or “TSR” means total shareholder return as applied to Best Buy or each company in the S&P 500 Index. “TSR” will be measured as the common stock price appreciation from a MONTH YEAR average close price to a MONTH YEAR (3 years later) average close price, plus dividends and distributions made or declared (assuming for such purpose that such dividends or distributions are reinvested in Best Buy common stock or of any such company in the S&P 500 Index) during the Performance Period, expressed as a percentage return. For purposes of determining common stock price appreciation as applied to Best Buy hereunder, the applicable stock price will be the Fair Market Value (as defined in the Plan) of Best Buy common stock, as applies.
|
3.
|
Calculation
. For purposes of the Award and this Appendix, the number of Performance Shares earned will be calculated as follows:
|
4.
|
Rules
. The following rules apply to the computation of the number of Performance Shares earned:
|
I.
|
The Award
. As of the Award Date set forth above, Best Buy Co., Inc. (“
Best Buy
”) grants to you restricted stock units (the “
Units
”), on the terms and subject to the conditions contained in this Award Agreement (this “
Agreement
”) and Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the “
Plan
”). Capitalized terms not defined in the body of this Agreement are defined in the Addendum to this Agreement.
|
II.
|
Terms of Units
|
III.
|
Restrictive Covenant and Forfeiture Remedies.
By accepting this Award, you agree to the Transfer Restrictions and the restrictions and agreements contained in this Article III (the “
Restrictive Covenants
”) and you agree that the Restrictive Covenants and the remedies described in this Article III are reasonable and necessary to protect the legitimate interests of Best Buy. Notwithstanding anything in this Agreement, if you are an attorney, the Restrictive Covenants apply to you only to the extent they are not inconsistent with the rules of professional conduct applicable to you.
|
(a)
|
|
(b)
|
solicit, induce or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to cease employment or engagement with the Company Group, or in any
|
(c)
|
induce or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to work for, render services to, provide advice to, or supply Confidential Information to any third person or entity;
|
(d)
|
knowingly employ, or otherwise knowingly pay for services rendered by, any employee of the Company Group in any business enterprise with which you may be associated, connected or affiliated;
|
(e)
|
induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and the Company Group; or
|
(f)
|
assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you. In particular, you will not, directly or indirectly, induce any employee, contract worker, consultant or other independent agent of the Company Group to carry out any such activity.
|
IV.
|
General Terms and Conditions
.
|
(i)
|
are charged with, convicted of or enter a plea of guilty or
nolo contendere
to: (a) a felony, (b) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (c) any crime involving the business of Best Buy;
|
(ii)
|
in the performance of your duties for the Board or otherwise to the detriment of Best Buy, engage in: (a) dishonesty that is harmful to Best Buy, monetarily or otherwise, (b) willful or gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation, (f) embezzlement, or (g) theft;
|
(iii)
|
fail to comply with the applicable policies or practices of Best Buy;
|
(iv)
|
are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other person;
|
(v)
|
are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its behalf, to have willfully engaged in conduct that is harmful to Best Buy, monetarily or otherwise;
|
(vi)
|
breach any provision of this Agreement (including but not limited to Section 3.1, concerning Confidential Information) or any other agreement between you and any member of Best Buy; or
|
(vii)
|
engage in any activity intended to benefit any entity at the expense of Best Buy or intended to benefit any competitor of Best Buy.
|
I.
|
The Award
. As of the Award Date set forth above, Best Buy Co., Inc. (“
Best Buy
”) grants to you the number of restricted stock units (the “
Units
”) described in the letter accompanying this Award Agreement (this “
Agreement
”), on the terms and subject to the conditions contained in this Agreement and Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the “
Plan
”). Capitalized terms not defined in the body of this Agreement are defined in the Addendum to this Agreement.
|
II.
|
Terms of Units
|
III.
|
Restrictive Covenant and Forfeiture Remedies
.
By accepting the Award, you agree to the Transfer Restrictions and the restrictions and agreements contained in this Article III (the “
Restrictive Covenants
”); and you agree that the Restrictive Covenants and the remedies described in this Article III are reasonable and necessary to protect the legitimate interests of Best Buy. Notwithstanding anything in this Agreement, if you are an attorney, the Restrictive Covenants apply to you only to the extent they are not inconsistent with the rules of professional conduct applicable to you.
|
(a)
|
solicit, induce or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to cease employment or engagement with the Company Group, or in any
|
(b)
|
induce or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to work for, render services to, provide advice to, or supply Confidential Information to any third person or entity;
|
(c)
|
knowingly employ, or otherwise knowingly pay for services rendered by, any employee of the Company Group in any business enterprise with which you may be associated, connected or affiliated;
|
(d)
|
induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and the Company Group; or
|
(e)
|
assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you. In particular, you will not, directly or indirectly, induce any employee, contract worker, consultant or other independent agent of the Company Group to carry out any such activity.
|
IV.
|
Nature of Grant
. In accepting the Award, you acknowledge, understand and agree that:
|
V.
|
Responsibility for Taxes
.
|
(a)
|
withholding from any cash compensation paid to you by Best Buy;
|
(b)
|
withholding from proceeds of the sale of Shares acquired upon settlement of the Units either through a voluntary sale or through a mandatory sale arranged by Best Buy (on your behalf pursuant to this authorization); or
|
(c)
|
withholding in Shares to be issued upon settlement of the Units.
|
VI.
|
No Advice Regarding Award
. Best Buy is not providing any tax, legal or financial advice, nor is Best Buy making any recommendations regarding your participation in the Plan or your acquisition or sale of the Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
VII.
|
Data Privacy.
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other award materials by Best Buy for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
VIII.
|
General Terms and Conditions
.
|
(i)
|
are charged with, convicted of or enter a plea of guilty or
nolo contendere
to: (a) a felony (or a crime of comparable magnitude under applicable law), (b) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (c) any crime involving the business of Best Buy;
|
(ii)
|
in the performance of your duties for the Board or otherwise to the detriment of Best Buy, engage in: (a) dishonesty that is harmful to Best Buy, monetarily or otherwise, (b) willful or gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation, (f) embezzlement, or (g) theft;
|
(iii)
|
fail to comply with the policies or practices of Best Buy;
|
(iv)
|
are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other person;
|
(v)
|
are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its behalf, to have willfully engaged in conduct that is harmful to Best Buy, monetarily or otherwise;
|
(vi)
|
breach any provision of this Agreement (including but not limited to Section 3.1, concerning Confidential Information) or any other agreement between you and any member of Best Buy; or
|
(vii)
|
engage in any activity intended to benefit any entity at the expense of Best Buy or intended to benefit any competitor of Best Buy.
|
|
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
||||||||||||||
|
|
February 1,
2014 |
|
February 2,
2013 |
|
March 3,
2012 |
|
February 26,
2011 |
|
February 27,
2010 |
||||||||||
Ratio of Earnings to Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations before income taxes, noncontrolling interests and equity in income (loss) of affiliates
|
|
$
|
1,087
|
|
|
$
|
(198
|
)
|
|
$
|
2,166
|
|
|
$
|
2,247
|
|
|
$
|
2,246
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest portion of rental expense
|
|
280
|
|
|
263
|
|
|
289
|
|
|
275
|
|
|
264
|
|
|||||
Interest expense
|
|
100
|
|
|
99
|
|
|
111
|
|
|
61
|
|
|
63
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges
|
|
380
|
|
|
362
|
|
|
400
|
|
|
336
|
|
|
327
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings available for fixed charges
|
|
$
|
1,467
|
|
|
$
|
164
|
|
|
$
|
2,566
|
|
|
$
|
2,583
|
|
|
$
|
2,573
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
3.86
|
|
|
0.45
|
|
|
6.42
|
|
|
7.69
|
|
|
7.87
|
|
|
|
State or Other Jurisdiction of Incorporation or Organization
|
BBC Insurance Agency Inc.
|
|
Minnesota
|
BBC Investment Co.
|
|
Nevada
|
BBY Networks, Inc.
|
|
Minnesota
|
BBC Property Co.(1)
|
|
Minnesota
|
Best Buy Stores, L.P. (2)
|
|
Virginia
|
BBY Services, Inc.
|
|
Delaware
|
BestBuy.com, LLC
|
|
Virginia
|
Best Buy Connect, LLC
|
|
Delaware
|
Best Buy Gov, LLC (3)
|
|
Delaware
|
Best Buy Leasing, LLC (4)
|
|
Virginia
|
Best Buy Puerto Rico Holdings, LLC
|
|
Delaware
|
Best Buy Stores Puerto Rico, LLC
|
|
Puerto Rico
|
Best Buy Warehousing Logistics, Inc.
|
|
Delaware
|
Nichols Distribution, LLC
|
|
Minnesota
|
Magnolia Hi-Fi, LLC (5)
|
|
Washington
|
Pacific Sales Kitchen and Bath Centers, LLC (6)
|
|
California
|
ProTheo III, LLC
|
|
Delaware
|
ProTheo V, LLC
|
|
Delaware
|
BBY Holdings International, Inc.
|
|
Minnesota
|
Best Buy China Holdings, Ltd.
|
|
Mauritius
|
Best Buy Shanghai, Ltd.
|
|
China
|
Best Buy Enterprise Services, Inc.
|
|
Minnesota
|
BBY Canada Finance, LLC
|
|
Delaware
|
Best Buy, LLP
|
|
United Kingdom
|
BBCAN Financial Services, L.P.
|
|
Alberta
|
BBCAN UK, LLP
|
|
United Kingdom
|
Best Buy Distributions Limited
|
|
United Kingdom
|
Best Buy UK Holdings LP
|
|
United Kingdom
|
New CPWM Limited
|
|
United Kingdom
|
CPW Mobile Limited
|
|
United Kingdom
|
CPWCO 16 Limited
|
|
United Kingdom
|
BBY Mobile Consulting, LLC
|
|
Delaware
|
Oval (2248) Limited
|
|
United Kingdom
|
Project Theo 1, LLC
|
|
Delaware
|
ProTheo IV, LLC
|
|
Delaware
|
BBY Solutions, Inc.
|
|
Minnesota
|
Best Buy Asia Pacific Regional Holdings Limited
|
|
Hong Kong
|
Best Buy Hangzhou Limited
|
|
China
|
Best Buy Canada Ltd. / Magasins Best Buy LTEE (7)
|
|
Canada+
|
6349021 Canada Ltd.
|
|
Canada+
|
FutureGard Reinsurance Ltd.
|
|
Turks and Caicos
|
Best Buy Holdings B.V.
|
|
Netherlands
|
Best Buy China Ltd.
|
|
Bermuda
|
Best Buy Purchasing LLC (8)
|
|
Minnesota
|
Partsearch Technologies, Inc. (9)
|
|
Delaware
|
ProTheo, Inc.
|
|
Delaware
|
ProTheo II, LLC
|
|
Delaware
|
Best Buy Finance, Inc.
|
|
Minnesota
|
BBY Global Connect (Mauritius I) Ltd.
|
|
Mauritius
|
BBY Global Connect (Mauritius II) Ltd.
|
|
Mauritius
|
BBY (Mauritius I) Ltd.
|
|
Mauritius
|
BBY (Mauritius II) Ltd.
|
|
Mauritius
|
Best Buy China %
|
|
China
|
BBY (Mauritius III) Ltd.
|
|
Mauritius
|
Best Buy (AsiaPacific) Limited
|
|
China
|
Best Buy China UK, LLP
|
|
United Kingdom
|
Best Buy International Finance, S.a.r.l.
|
|
Luxembourg
|
Best Buy Enterprises, S. de R.L. de C.V.
|
|
Mexico, Federal District
|
Best Buy Imports, S. de R.L. de C.V.
|
|
Mexico, Federal District
|
Best Buy Stores, S. de R.L. de C.V.
|
|
Mexico, Federal District
|
ExB Hong Kong Limited
|
|
Hong Kong
|
ExB Marketing Japan G.K.
|
|
Japan
|
Five Star Trust%
|
|
China
|
Best Buy Jiangsu Ltd.
|
|
Mauritius
|
Jiangsu Five Star Appliance Co., Ltd.
|
|
China
|
Anhui Five Star Appliance Co., Ltd
|
|
China
|
Changzhou Five Star Appliance Co., Ltd #
|
|
China
|
Liyang Five Star Appliance Co., Ltd.
|
|
China
|
Henan Five Star Appliance Co., Ltd
|
|
China
|
Jiangsu Five Star Appliance Purchasing Co., Ltd
|
|
China
|
Jiangsu Five Star Customer Service Co., Ltd.
|
|
China
|
Jiangsu Taide Commercial & Trade Co., Ltd
|
|
China
|
Ningbo Xingpu Five Star Appliance Co., Ltd
|
|
China
|
Shandong Five Star Appliance Co., Ltd
|
|
China
|
Sichuan Xingpu Five Star Appliance Co., Ltd
|
|
China
|
Wuxi Five Star Appliance Co., Ltd
|
|
China
|
Yancheng Asia Shopping Mall Co., Ltd
|
|
China
|
Yunnan Five Star Appliance Co.,Ltd
|
|
China
|
Zhejiang Xingpu Five Star Appliance Co., Ltd
|
|
China
|
Zhejiang Xingpu Five Star Appliance Service Co., Ltd
|
|
China
|
Global Connect China%
|
|
China
|
Best Buy Mobile (Nanjing) Management Consulting Co., Ltd.
|
|
China
|
Best Buy - Fuse Capital Digital Media Fund, LLC
|
|
Delaware
|
Project Austin, LLC(10)
|
|
Delaware
|
Best Buy UK Investments 1, LLC
|
|
Delaware
|
Best Buy UK Investments 2, LLC
|
|
Delaware
|
CCL Insurance Company
|
|
Vermont
|
CP Gal Ritchfield, LLC
|
|
Delaware
|
Online Services Co.
|
|
Minnesota
|
Project Carve, LLC
|
|
Delaware
|
Project Jaguar, Inc.
|
|
Delaware
|
Retspan, LLC
|
|
Delaware
|
Project Jaguar UK Ltd.
|
|
United Kingdom
|
Retspan Deutschland GmbH
|
|
Germany
|
Redline Entertainment, Inc. (11)
|
|
Minnesota
|
Talkback, Inc.
|
|
Washington
|
*
|
Indirect subsidiaries are indicated by indentation.
|
#
|
We own 60% of this entity
|
+
|
Federally chartered
|
%
|
China Business Trust
|
(1)
|
Audiovisions
|
(2)
|
Geek Squad, Audiovisions, 2nd Turn, Magnolia Home Theater, FutureShop, Best Buy Mobile, Best Buy Express, DealTree, TechLiquidators, Cowboom, Best Buy On, Warehouse B, BestBuy.com, Best Buy Simplicity
|
(3)
|
Best Buy Blue
|
(4)
|
Best Buy Simplicity
|
(5)
|
Magnolia, Magnolia Audio Video
|
(6)
|
Pacific Sales, Kitchen, Bath & Electronics; Pacific Kitchen & Home; Pacific Sales; Pacific Sales, Kitchen & Home
|
(7)
|
FutureShop, Best Buy Mobile, Geeksquad
|
(8)
|
Insignia Products, Cowboom, Dynex
|
(9)
|
Andrews Electronics
|
(10)
|
Tecca, Tecca.com
|
(11)
|
Redline Films
|
Date:
|
March 28, 2014
|
/s/ Hubert Joly
|
|
|
Hubert Joly
|
|
|
President and Chief Executive Officer
|
Date:
|
March 28, 2014
|
/s/ Sharon L. McCollam
|
|
|
Sharon L. McCollam
|
|
|
Chief Administrative Officer and Chief Financial Officer
|
Date:
|
March 28, 2014
|
/s/ Hubert Joly
|
|
|
Hubert Joly
|
|
|
President and Chief Executive Officer
|
Date:
|
March 28, 2014
|
/s/ Sharon L. McCollam
|
|
|
Sharon L. McCollam
|
|
|
Chief Administrative Officer and Chief Financial Officer
|