x
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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
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41-0907483
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State or other jurisdiction of
incorporation or organization
|
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(I.R.S. Employer
Identification No.)
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7601 Penn Avenue South
Richfield, Minnesota
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55423
(Zip Code)
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(Address of principal executive offices)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.10 per share
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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
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Smaller reporting company
o
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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;
|
•
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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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•
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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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•
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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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•
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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 potential for unexpected costs related to new or compliance with existing environmental legislation or international agreements affecting energy, carbon emissions, electronics recycling and water or product materials;
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•
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The impact of new regulations governing data privacy and security, whether imposed as a result of increased cyber-security risks or otherwise;
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•
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The impact of other new or changing statutes and regulations including, but not limited to, financial reform, National Labor Relations Board rule changes, health care reform, 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;
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•
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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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•
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Following the introduction of tablets, their sales grew rapidly and changed the market for mobile computing devices; however, the market has declined rapidly in fiscal 2015 as demand levels have fallen due to market saturation and minimal product innovation;
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•
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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;
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•
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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;
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•
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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
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•
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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.
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|
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
|
|
118
|
|
|
26
|
|
|
29
|
|
|
2
|
|
Colorado
|
|
22
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Connecticut
|
|
12
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Delaware
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
District of Columbia
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Florida
|
|
65
|
|
|
35
|
|
|
—
|
|
|
—
|
|
Georgia
|
|
28
|
|
|
10
|
|
|
—
|
|
|
—
|
|
Hawaii
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Idaho
|
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Illinois
|
|
51
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Indiana
|
|
23
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Iowa
|
|
13
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kansas
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Kentucky
|
|
9
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Louisiana
|
|
16
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Maine
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Maryland
|
|
23
|
|
|
13
|
|
|
—
|
|
|
—
|
|
Massachusetts
|
|
26
|
|
|
10
|
|
|
—
|
|
|
—
|
|
Michigan
|
|
34
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Minnesota
|
|
23
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Mississippi
|
|
9
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Missouri
|
|
20
|
|
|
10
|
|
|
—
|
|
|
—
|
|
Montana
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
|
10
|
|
|
4
|
|
|
—
|
|
|
—
|
|
New Hampshire
|
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
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
|
|
105
|
|
|
36
|
|
|
—
|
|
|
—
|
|
Utah
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vermont
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Virginia
|
|
34
|
|
|
10
|
|
|
—
|
|
|
—
|
|
Washington
|
|
19
|
|
|
9
|
|
|
—
|
|
|
—
|
|
West Virginia
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wisconsin
|
|
23
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Wyoming
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,050
|
|
|
367
|
|
|
29
|
|
|
2
|
|
|
|
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
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Leased store locations
|
|
994
|
|
|
367
|
|
|
29
|
|
|
2
|
|
Square footage (in thousands)
|
|
40,426
|
|
|
503
|
|
|
767
|
|
|
20
|
|
|
|
|
|
Square Footage (in thousands)
|
||||
|
|
Location
|
|
Leased
|
|
Owned
|
||
Distribution centers
|
|
23 locations in 17 U.S. states
|
|
7,489
|
|
|
3,168
|
|
Geek Squad service center
(1)
|
|
Louisville, Kentucky
|
|
237
|
|
|
—
|
|
Principal corporate headquarters
(2)
|
|
Richfield, Minnesota
|
|
—
|
|
|
1,452
|
|
Territory field offices
|
|
13 locations throughout the U.S.
|
|
94
|
|
|
—
|
|
Pacific Sales corporate office space
|
|
Torrance, California
|
|
20
|
|
|
—
|
|
(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
|
|
Mexico
|
|||||||||||
|
Future Shop
Stores
|
|
Best Buy
Stores
|
|
Best Buy Mobile
Stand-Alone 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
|
52
|
|
|
33
|
|
|
30
|
|
|
—
|
|
|
—
|
|
Prince Edward Island
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Quebec
|
25
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Saskatchewan
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|||||
Coahuila
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Estado de Mexico
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
Distrito Federal
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2
|
|
Jalisco
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Michoacan
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Nuevo Leon
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
San Luis Potosi
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total
|
133
|
|
|
71
|
|
|
56
|
|
|
18
|
|
|
5
|
|
|
Canada
|
|
Mexico
|
|||||||||||
|
Future Shop
Stores
|
|
Best Buy
Stores
|
|
Best Buy Mobile
Stand-Alone Stores
|
|
Best Buy
Stores
|
|
Best Buy
Express Stores
|
|||||
Owned store locations
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Leased store locations
|
133
|
|
|
68
|
|
|
56
|
|
|
18
|
|
|
5
|
|
Square footage (in thousands)
|
3,493
|
|
|
2,257
|
|
|
52
|
|
|
661
|
|
|
7
|
|
|
|
|
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
|
|
439
|
|
|
—
|
|
|
|
|
|
|
|
||
Mexico
|
Estado de Mexico, Mexico
|
|
89
|
|
|
—
|
|
|
Distrito Federal, Mexico
|
|
32
|
|
|
—
|
|
Name
|
|
Age
|
|
Position With the Company
|
|
Years
With the
Company
|
Hubert Joly
|
|
55
|
|
President and Chief Executive Officer
|
|
2
|
Sharon L. McCollam
|
|
52
|
|
Chief Administrative Officer and Chief Financial Officer
|
|
2
|
Shari L. Ballard
|
|
48
|
|
President, U.S. Retail and Chief Human Resources Officer
|
|
22
|
R. Michael Mohan
|
|
47
|
|
Chief Merchandising Officer
|
|
11
|
Keith J. Nelsen
|
|
51
|
|
General Counsel and Secretary
|
|
9
|
|
Sales Price
|
|
Dividends Declared and Paid
|
||||||||||||||||||||
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal Year
|
||||||||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2015
|
|
2014
|
||||||||||||
First Quarter
|
$
|
28.20
|
|
|
$
|
22.30
|
|
|
$
|
26.92
|
|
|
$
|
13.83
|
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
Second Quarter
|
32.24
|
|
|
24.57
|
|
|
31.33
|
|
|
24.98
|
|
|
0.17
|
|
|
0.17
|
|
||||||
Third Quarter
|
35.53
|
|
|
28.80
|
|
|
43.85
|
|
|
30.16
|
|
|
0.19
|
|
|
0.17
|
|
||||||
Fourth Quarter
|
40.03
|
|
|
33.17
|
|
|
44.66
|
|
|
22.15
|
|
|
0.19
|
|
|
0.17
|
|
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
|
|
19,046,251
|
|
(3)
|
$
|
36.81
|
|
|
27,290,742
|
|
(1)
|
Includes weighted-average exercise price of outstanding stock options only.
|
(2)
|
Includes
4,546,228
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 restricted stock under our 2004 Omnibus Stock and Incentive Plan, as amended, and our 2014 Omnibus Incentive Plan.
|
|
FY10
|
|
FY11
|
|
FY12
|
|
FY13
|
|
FY14
|
|
FY15
|
||||||||||||
Best Buy Co., Inc.
|
$
|
100.00
|
|
|
$
|
90.05
|
|
|
$
|
69.23
|
|
|
$
|
47.68
|
|
|
$
|
71.26
|
|
|
$
|
109.09
|
|
S&P 500
|
100.00
|
|
|
122.57
|
|
|
128.86
|
|
|
144.24
|
|
|
175.27
|
|
|
200.21
|
|
||||||
S&P Retailing Group
|
100.00
|
|
|
126.53
|
|
|
149.66
|
|
|
185.33
|
|
|
233.92
|
|
|
280.10
|
|
*
|
Cumulative total return assumes dividend reinvestment.
|
|
|
12-Month
|
|
11-Month
|
|
12-Month
|
||||||||||||||
Fiscal Year
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
(3)(4)
|
|
2012
(3)(5)
|
|
2011
(6)
|
||||||||||
Consolidated Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
40,339
|
|
|
$
|
40,611
|
|
|
$
|
38,252
|
|
|
$
|
43,426
|
|
|
$
|
42,683
|
|
Operating income
|
|
1,450
|
|
|
1,144
|
|
|
90
|
|
|
2,126
|
|
|
2,216
|
|
|||||
Net earnings (loss) from continuing operations
|
|
1,246
|
|
|
695
|
|
|
(259
|
)
|
|
1,368
|
|
|
1,410
|
|
|||||
Gain (loss) from discontinued operations
|
|
(11
|
)
|
|
(172
|
)
|
|
(161
|
)
|
|
(1,346
|
)
|
|
(44
|
)
|
|||||
Net earnings (loss) including noncontrolling interests
|
|
1,235
|
|
|
523
|
|
|
(420
|
)
|
|
22
|
|
|
1,366
|
|
|||||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
1,233
|
|
|
532
|
|
|
(441
|
)
|
|
(1,231
|
)
|
|
1,277
|
|
|||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
|
|
$
|
3.53
|
|
|
$
|
2.00
|
|
|
$
|
(0.76
|
)
|
|
$
|
3.67
|
|
|
$
|
3.39
|
|
Net gain (loss) from discontinued operations
|
|
(0.04
|
)
|
|
(0.47
|
)
|
|
(0.54
|
)
|
|
(6.94
|
)
|
|
(0.31
|
)
|
|||||
Net earnings (loss)
|
|
3.49
|
|
|
1.53
|
|
|
(1.30
|
)
|
|
(3.27
|
)
|
|
3.08
|
|
|||||
Cash dividends declared and paid
|
|
0.72
|
|
|
0.68
|
|
|
0.66
|
|
|
0.62
|
|
|
0.58
|
|
|||||
Common stock price:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
40.03
|
|
|
44.66
|
|
|
27.95
|
|
|
33.22
|
|
|
48.83
|
|
|||||
Low
|
|
22.30
|
|
|
13.83
|
|
|
11.20
|
|
|
21.79
|
|
|
30.90
|
|
|||||
Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable sales gain (decline)
(7)
|
|
0.5
|
%
|
|
(1.0
|
)%
|
|
(2.7
|
)%
|
|
(2.2
|
)%
|
|
(1.8
|
)%
|
|||||
Gross profit rate
|
|
22.4
|
%
|
|
23.1
|
%
|
|
23.6
|
%
|
|
24.5
|
%
|
|
25.0
|
%
|
|||||
Selling, general and administrative expenses rate
|
|
18.8
|
%
|
|
20.0
|
%
|
|
20.7
|
%
|
|
19.5
|
%
|
|
19.5
|
%
|
|||||
Operating income rate
|
|
3.6
|
%
|
|
2.8
|
%
|
|
0.2
|
%
|
|
4.9
|
%
|
|
5.2
|
%
|
|||||
Year-End Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current ratio
(8)
|
|
1.5
|
|
|
1.4
|
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|||||
Total assets
|
|
$
|
15,256
|
|
|
$
|
14,013
|
|
|
$
|
16,787
|
|
|
$
|
16,005
|
|
|
$
|
17,849
|
|
Debt, including current portion
|
|
1,621
|
|
|
1,657
|
|
|
2,296
|
|
|
2,208
|
|
|
1,709
|
|
|||||
Total equity
|
|
5,000
|
|
|
3,989
|
|
|
3,715
|
|
|
4,366
|
|
|
7,292
|
|
|||||
Number of stores
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
1,448
|
|
|
1,495
|
|
|
1,503
|
|
|
1,447
|
|
|
1,317
|
|
|||||
International
|
|
283
|
|
|
284
|
|
|
276
|
|
|
264
|
|
|
233
|
|
|||||
Total
|
|
1,731
|
|
|
1,779
|
|
|
1,779
|
|
|
1,711
|
|
|
1,550
|
|
|||||
Retail square footage (000s)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
41,716
|
|
|
42,051
|
|
|
42,232
|
|
|
43,785
|
|
|
43,660
|
|
|||||
International
|
|
6,470
|
|
|
6,636
|
|
|
6,613
|
|
|
6,814
|
|
|
6,454
|
|
|||||
Total
|
|
48,186
|
|
|
48,687
|
|
|
48,845
|
|
|
50,599
|
|
|
50,114
|
|
(1)
|
Included within operating income and net earnings (loss) from continuing operations for fiscal 2015 is $5 million ($4 million net of taxes) of restructuring charges from continuing operations. In addition, net earnings (loss) from continuing operations and net earnings (loss) attributable to Best Buy Co., Inc. shareholders for fiscal 2015 includes $353 million due to a $353 million discrete benefit related to reorganizing certain European legal entities.
|
(2)
|
Included within operating income and net earnings (loss) from continuing operations for fiscal 2014 is $149 million ($95 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.
|
(3)
|
Fiscal 2013 (11-month) included 48 weeks and fiscal 2012 included 53 weeks. All other periods presented included 52 weeks.
|
(4)
|
Included within our operating income 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 $614 million (net of taxes) of goodwill impairment charges primarily related to Best Buy Canada. Included in gain (loss) from discontinued operations is $23 million (net of taxes) of restructuring charges primarily related to Best Buy Europe and $207 million (net of taxes) of goodwill impairment charges related to Five Star. 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.
|
(5)
|
Included within our operating income 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).
|
(6)
|
Included within our operating income 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.
|
(7)
|
Our comparable sales calculation compares revenue from stores, websites and call centers operating for at least 14 full months, as well as revenue related to certain other comparable sales channels for a particular period to the corresponding period in the prior year. Relocated stores, as well as remodeled, expanded, and downsized stores closed more than 14 days, are excluded from the comparable sales calculation until at least 14 full months after reopening. Acquisitions are included in the comparable sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The portion of the calculation of comparable sales attributable to our International segment excludes the effect of fluctuations in foreign currency exchange rates. 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. Comparable online sales are included in our comparable sales calculation. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable 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
|
•
|
New Accounting Pronouncements
|
•
|
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 2015 (12-month) Results Compared With Fiscal 2014 (12-month)
(1)
|
||
2015 (12-month)
|
|
2014 (12-month)
|
February 2014 - January 2015
|
|
February 2013 - January 2014
|
(1)
|
For entities reported on a lag, the fiscal months included in fiscal 2015 (12 month) and fiscal 2014 (12-month) were January through December.
|
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 2015 included net earnings from continuing operations of $1.2 billion, compared to $695 million in fiscal 2014. Net earnings in fiscal 2015 included a $353 million discrete tax benefit related to reorganizing certain European legal entities, while fiscal 2014 included $149 million of restructuring charges. Earnings per diluted share from continuing operations was $3.53 in fiscal 2015, compared to $2.00 in fiscal 2014.
|
•
|
Revenue was $40.3 billion in fiscal 2015. The slight decrease from fiscal 2014 was primarily driven by the negative impact of foreign currency exchange fluctuations, partially offset by a comparable sales gain of 0.5%. Excluding the 0.5% of revenue estimated benefit associated with the classification of the new mobile carrier installment billing plans, comparable sales were flat.
|
•
|
Our gross profit rate decreased by 0.7% of revenue to 22.4% of revenue in fiscal 2015. The decrease was primarily due to LCD-related legal settlements received in fiscal 2014.
|
•
|
We generated $1.9 billion in operating cash flow in fiscal 2015, compared to $1.1 billion in fiscal 2014, and we ended fiscal 2015 with $3.9 billion of cash, cash equivalents and short-term investments, compared to $2.9 billion at the end of fiscal 2014. Capital expenditures remained relatively consistent with the prior year, as we continued to follow a more disciplined capital allocation process.
|
•
|
During fiscal 2015, we made four dividend payments totaling $0.72 per share, or $251 million in the aggregate.
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
Consolidated Performance Summary
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
40,339
|
|
|
$
|
40,611
|
|
|
$
|
38,252
|
|
Revenue % gain (decline)
(1)
|
|
(0.7
|
)%
|
|
6.2
|
%
|
|
(11.9
|
)%
|
|||
Comparable sales % gain (decline)
|
|
0.5
|
%
|
|
(1.0
|
)%
|
|
(2.7
|
)%
|
|||
Gross profit
|
|
$
|
9,047
|
|
|
$
|
9,399
|
|
|
$
|
9,023
|
|
Gross profit as a % of revenue
(2)
|
|
22.4
|
%
|
|
23.1
|
%
|
|
23.6
|
%
|
|||
SG&A
|
|
$
|
7,592
|
|
|
$
|
8,106
|
|
|
$
|
7,905
|
|
SG&A as a % of revenue
(3)
|
|
18.8
|
%
|
|
20.0
|
%
|
|
20.7
|
%
|
|||
Restructuring charges
|
|
$
|
5
|
|
|
$
|
149
|
|
|
$
|
414
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
614
|
|
Operating income
|
|
$
|
1,450
|
|
|
$
|
1,144
|
|
|
$
|
90
|
|
Operating income as a % of revenue
|
|
3.6
|
%
|
|
2.8
|
%
|
|
0.2
|
%
|
|||
Net earnings (loss) from continuing operations
|
|
$
|
1,246
|
|
|
$
|
695
|
|
|
$
|
(259
|
)
|
Loss from discontinued operations
(2)
|
|
$
|
(13
|
)
|
|
$
|
(163
|
)
|
|
$
|
(182
|
)
|
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
1,233
|
|
|
$
|
532
|
|
|
$
|
(441
|
)
|
Diluted earnings (loss) per share from continuing operations
|
|
$
|
3.53
|
|
|
$
|
2.00
|
|
|
$
|
(0.76
|
)
|
Diluted earnings (loss) per share
|
|
$
|
3.49
|
|
|
$
|
1.53
|
|
|
$
|
(1.30
|
)
|
(1)
|
The revenue % decline for fiscal 2013 (11-month) is compared to the 12-month fiscal year 2012
|
(2)
|
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, refer to Note 1,
Summary of Significant Accounting Policies
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K.
|
(3)
|
Includes both gain (loss) from discontinued operations and net (earnings) loss from discontinued operations attributable to noncontrolling interests.
|
Impact of foreign currency exchange rate fluctuations
|
(0.7
|
)%
|
Net store changes
|
(0.2
|
)%
|
Non-comparable sales
(1)
|
(0.2
|
)%
|
Comparable sales impact
|
0.4
|
%
|
Total revenue decrease
|
(0.7
|
)%
|
(1)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable sales calculation, such as certain credit card revenue, gift card breakage and sales of merchandise to wholesalers and dealers, as applicable.
|
(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.
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
Domestic Segment Performance Summary
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
$
|
36,055
|
|
|
$
|
35,831
|
|
|
$
|
33,222
|
|
Revenue % gain (decline)
(1)
|
|
0.6
|
%
|
|
7.9
|
%
|
|
(2.6
|
)%
|
|||
Comparable sales % gain (decline)
(2)
|
|
1.0
|
%
|
|
(0.4
|
)%
|
|
(1.7
|
)%
|
|||
Gross profit
|
|
$
|
8,080
|
|
|
$
|
8,274
|
|
|
$
|
7,789
|
|
Gross profit as a % of revenue
|
|
22.4
|
%
|
|
23.1
|
%
|
|
23.4
|
%
|
|||
SG&A
|
|
$
|
6,639
|
|
|
$
|
7,006
|
|
|
$
|
6,728
|
|
SG&A as a % of revenue
|
|
18.4
|
%
|
|
19.6
|
%
|
|
20.3
|
%
|
|||
Restructuring charges
|
|
$
|
4
|
|
|
$
|
123
|
|
|
$
|
327
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Operating income
|
|
$
|
1,437
|
|
|
$
|
1,145
|
|
|
$
|
731
|
|
Operating income as a % of revenue
|
|
4.0
|
%
|
|
3.2
|
%
|
|
2.2
|
%
|
|||
|
|
|
|
|
|
|
||||||
Selected Online Revenue Data:
|
|
|
|
|
|
|
||||||
Online revenue as a % of total segment revenue
|
|
9.8
|
%
|
|
8.5
|
%
|
|
7.2
|
%
|
|||
Comparable online sales % gain
(2)
|
|
16.7
|
%
|
|
19.8
|
%
|
|
11.4
|
%
|
|
Fiscal 2013 (11-Month)
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|||||||||||||||
|
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
|
1,056
|
|
|
—
|
|
|
(1
|
)
|
|
1,055
|
|
|
—
|
|
|
(5
|
)
|
|
1,050
|
|
Best Buy Mobile stand-alone
|
409
|
|
|
12
|
|
|
(15
|
)
|
|
406
|
|
|
1
|
|
|
(40
|
)
|
|
367
|
|
Pacific Sales
|
34
|
|
|
—
|
|
|
(4
|
)
|
|
30
|
|
|
—
|
|
|
(1
|
)
|
|
29
|
|
Magnolia Audio Video
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
Total Domestic segment stores
|
1,503
|
|
|
12
|
|
|
(20
|
)
|
|
1,495
|
|
|
1
|
|
|
(48
|
)
|
|
1,448
|
|
Comparable sales impact
|
0.9
|
%
|
Non-comparable sales
(1)
|
(0.2
|
)%
|
Net store changes
|
(0.1
|
)%
|
Total revenue increase
|
0.6
|
%
|
(1)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable sales calculation, such as credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers.
|
|
Revenue Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||
|
12 Months Ended
|
|
12 Months Ended
|
|
12 Months Ended
|
|
12 Months Ended
|
||||
|
January 31, 2015
|
|
February 1, 2014
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Consumer Electronics
|
31
|
%
|
|
30
|
%
|
|
3.7
|
%
|
|
(5.6
|
)%
|
Computing and Mobile Phones
|
47
|
%
|
|
48
|
%
|
|
(0.6
|
)%
|
|
4.7
|
%
|
Entertainment
|
9
|
%
|
|
8
|
%
|
|
4.5
|
%
|
|
(16.3
|
)%
|
Appliances
|
7
|
%
|
|
7
|
%
|
|
7.5
|
%
|
|
16.7
|
%
|
Services
|
5
|
%
|
|
6
|
%
|
|
(11.1
|
)%
|
|
0.2
|
%
|
Other
|
1
|
%
|
|
1
|
%
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
1.0
|
%
|
|
(0.4
|
)%
|
•
|
Consumer Electronics:
The
3.7%
comparable sales increase was primarily due to growth in televisions, with strong growth in ultra HD television. This was partially offset by declines in DVD/Blu-ray players, as online streaming continues to increase, and cameras, as device convergence with smartphones and tablets continued.
|
•
|
Computing and Mobile Phones:
The
0.6%
comparable sales decline primarily resulted from a significant decrease in tablets due to industry declines. This decline was partially offset by an increase in sales of computers, as well as an increase in sales of mobile phones driven by the introduction of mobile carrier installment billing plans and higher year over year selling prices. Excluding the impact of installment billing, mobile phone comparable sales declined.
|
•
|
Entertainment:
The
4.5%
comparable sales increase was driven primarily by gaming sales from the new platforms launched in the fourth quarter of fiscal 2014, partially offset by the continuing declines in movies and music as consumers continue to shift from physical media to online streaming and downloads.
|
•
|
Appliances:
The
7.5%
comparable sales gain was a result of strong performance throughout fiscal 2015 due to effective promotions, the addition of appliance specialists in select stores and the positive impact of Pacific Kitchen & Home store-within-a-store concepts.
|
•
|
Services:
The
11.1%
comparable sales decline was primarily due to lower mobile repair revenue and lower sales of extended warranty plans driven by lower attach rates.
|
Extra month of revenue
(1)
|
8.2
|
%
|
Net store changes
|
(0.2
|
)%
|
Comparable 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 1,
Summary of Significant Accounting Policies
, 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 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 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 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 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 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).
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
International Segment Performance Summary
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
$
|
4,284
|
|
|
$
|
4,780
|
|
|
$
|
5,030
|
|
Revenue % decline
(1)
|
|
(10.4
|
)%
|
|
(5.0
|
)%
|
|
(13.7
|
)%
|
|||
Comparable sales % decline
|
|
(3.5
|
)%
|
|
(5.1
|
)%
|
|
(9.1
|
)%
|
|||
Gross profit
|
|
$
|
967
|
|
|
$
|
1,125
|
|
|
$
|
1,234
|
|
Gross profit as a % of revenue
|
|
22.6
|
%
|
|
23.5
|
%
|
|
24.5
|
%
|
|||
SG&A
|
|
$
|
953
|
|
|
$
|
1,100
|
|
|
$
|
1,177
|
|
SG&A as a % of revenue
|
|
22.2
|
%
|
|
23.0
|
%
|
|
23.4
|
%
|
|||
Restructuring charges
|
|
$
|
1
|
|
|
$
|
26
|
|
|
$
|
87
|
|
Goodwill impairments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
611
|
|
Operating income (loss)
|
|
$
|
13
|
|
|
$
|
(1
|
)
|
|
$
|
(641
|
)
|
Operating income (loss) as a % of revenue
|
|
0.3
|
%
|
|
—
|
%
|
|
(12.7
|
)%
|
|
Fiscal 2013 (11-Month)
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|||||||||||||||
|
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
|
140
|
|
|
—
|
|
|
(3
|
)
|
|
137
|
|
|
1
|
|
|
(5
|
)
|
|
133
|
|
Best Buy
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
(1
|
)
|
|
71
|
|
Best Buy Mobile stand-alone
|
49
|
|
|
7
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Best Buy
|
14
|
|
|
3
|
|
|
—
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
18
|
|
Express
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
5
|
|
Total International segment stores
|
276
|
|
|
11
|
|
|
(3
|
)
|
|
284
|
|
|
5
|
|
|
(6
|
)
|
|
283
|
|
Impact of foreign currency exchange rate fluctuations
|
(6.4
|
)%
|
Comparable sales impact
|
(3.4
|
)%
|
Net store changes
|
(0.9
|
)%
|
Non-comparable sales
(1)
|
0.3
|
%
|
Total revenue decrease
|
(10.4
|
)%
|
(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
|
||||||||
|
12 Months Ended
|
|
12 Months Ended
|
|
12 Months Ended
|
|
12 Months Ended
|
||||
|
January 31, 2015
|
|
February 1, 2014
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Consumer Electronics
|
30
|
%
|
|
29
|
%
|
|
(5.1
|
)%
|
|
(9.7
|
)%
|
Computing and Mobile Phones
|
49
|
%
|
|
50
|
%
|
|
(2.8
|
)%
|
|
(1.7
|
)%
|
Entertainment
|
9
|
%
|
|
10
|
%
|
|
(5.2
|
)%
|
|
(9.3
|
)%
|
Appliances
|
5
|
%
|
|
5
|
%
|
|
(0.5
|
)%
|
|
(1.5
|
)%
|
Services
|
6
|
%
|
|
6
|
%
|
|
(4.7
|
)%
|
|
(6.3
|
)%
|
Other
|
1
|
%
|
|
<1%
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(3.5
|
)%
|
|
(5.1
|
)%
|
•
|
Consumer Electronics:
The
5.1%
comparable sales decline was driven primarily by a decrease in sales of digital imaging products, televisions and MP3 devices. The declines in digital imaging products and MP3 devices were a result of device convergence and industry declines. The decrease in sales of televisions was due to overall market softness across the segment and competitive pressures in Canada.
|
•
|
Computing and Mobile Phones:
The
2.8%
comparable sales decline was caused primarily by a decrease in sales of tablets due to industry declines, partially offset by increased mobile phone sales.
|
•
|
Entertainment:
The
5.2%
comparable sales decline was driven by a decrease in sales of movies and music as customers continue to shift from physical media to digital consumption, partially offset by gaming sales in Canada due to the release of new gaming platforms in the fourth quarter of fiscal 2014.
|
•
|
Appliances:
The
0.5%
comparable sales decline was driven by Mexico due to a decrease in sales of kitchen appliances, partially offset by appliance sales increases in Canada from expansion of offerings and assortment.
|
•
|
Services:
The
4.7%
comparable sales decline was due to a decrease in sales of warranties in Canada driven by the overall comparable store sales decline in applicable hardware, particularly tablets and televisions.
|
(1)
|
Non-comparable sales reflects the impact of revenue streams not included within our comparable sales calculation, such as certain credit card revenue, gift card breakage and sales of merchandise to wholesalers and dealers.
|
(2)
|
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.
|
|
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)
|
29
|
%
|
|
32
|
%
|
|
(9.7
|
)%
|
|
(14.9
|
)%
|
Computing and Mobile Phones
(1)
|
50
|
%
|
|
47
|
%
|
|
(1.7
|
)%
|
|
(2.7
|
)%
|
Entertainment
|
10
|
%
|
|
10
|
%
|
|
(9.3
|
)%
|
|
(17.4
|
)%
|
Appliances
|
5
|
%
|
|
5
|
%
|
|
(1.5
|
)%
|
|
(6.2
|
)%
|
Services
|
6
|
%
|
|
6
|
%
|
|
(6.3
|
)%
|
|
(10.7
|
)%
|
Other
|
<1%
|
|
|
<1%
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
(5.1
|
)%
|
|
(9.1
|
)%
|
(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
9.7%
comparable 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 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 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
1.5%
comparable sales decline was primarily due to a decline in sales of kitchen and laundry appliances in Canada.
|
•
|
Services:
The
6.3%
comparable 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.
|
|
|
12-Month
(1)
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
(recast)
|
||||||
Operating income
|
|
$
|
1,450
|
|
|
$
|
1,144
|
|
|
$
|
391
|
|
Restructuring charges – cost of goods sold
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net LCD settlements
(2)
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|||
Non-restructuring asset impairments
|
|
42
|
|
|
99
|
|
|
49
|
|
|||
Restructuring charges
|
|
5
|
|
|
149
|
|
|
420
|
|
|||
Goodwill impairments
|
|
—
|
|
|
—
|
|
|
613
|
|
|||
Non-GAAP operating income
|
|
$
|
1,497
|
|
|
$
|
1,163
|
|
|
$
|
1,474
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations
|
|
$
|
1,246
|
|
|
$
|
695
|
|
|
$
|
(54
|
)
|
After-tax impact of restructuring charges – cost of goods sold
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
After-tax impact of net LCD settlements
(2)
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|||
After-tax impact of non-restructuring asset impairments
|
|
28
|
|
|
67
|
|
|
33
|
|
|||
After-tax impact of restructuring charges
|
|
4
|
|
|
95
|
|
|
271
|
|
|||
After-tax impact of goodwill impairments
|
|
—
|
|
|
—
|
|
|
612
|
|
|||
After-tax impact of gain on sale of investments
|
|
(7
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Income tax impact of Best Buy Europe sale
(3)
|
|
—
|
|
|
18
|
|
|
—
|
|
|||
Income tax impact of Europe legal entity reorganization
(4)
|
|
$
|
(353
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Adjusted net earnings from continuing operations
|
|
$
|
918
|
|
|
$
|
721
|
|
|
$
|
863
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share from continuing operations
|
|
$
|
3.53
|
|
|
$
|
2.00
|
|
|
$
|
(0.16
|
)
|
Per share impact of restructuring charges – cost of goods sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Per share impact of net LCD settlements
(2)
|
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|||
Per share impact of non-restructuring asset impairments
|
|
0.08
|
|
|
0.19
|
|
|
0.10
|
|
|||
Per share impact of restructuring charges
|
|
0.01
|
|
|
0.28
|
|
|
0.80
|
|
|||
Per share impact of goodwill impairments
|
|
—
|
|
|
—
|
|
|
1.80
|
|
|||
Per share impact of gain on sale of investments
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
—
|
|
|||
Per share income tax impact of Best Buy Europe sale
(3)
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|||
Per share income tax effect of Europe legal entity reorganization
(4)
|
|
(1.00
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
2.60
|
|
|
$
|
2.07
|
|
|
$
|
2.54
|
|
(1)
|
The 12-month periods represent: the 12-months ended January 31, 2015 ("2015"); the 12-months ended February 1, 2014 ("2014"); and the recast 12-months ended February 2, 2013 ("2013"). 2015 and 2014 included 52 weeks, while 2013 included 53 weeks.
|
(2)
|
Amounts for 2014 exclude the pre-tax impact of $44 million of net proceeds from LCD settlements reached in the first quarter of fiscal 2014, as we did not adjust for LCD settlements prior to the material settlements reached in the second quarter of fiscal 2014.
|
(3)
|
Represents the tax impact of the Best Buy Europe sale and resulting required tax allocation between continuing and discontinued operations.
|
(4)
|
Represents the acceleration of a non-cash tax benefit of $353 million as a result of reorganizing certain European legal entities to simplify our overall structure in the first quarter of fiscal 2015.
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
||
Cash and cash equivalents
|
$
|
2,432
|
|
|
$
|
2,678
|
|
Short-term investments
|
1,456
|
|
|
223
|
|
||
Total cash and cash equivalents and short-term investments
|
$
|
3,888
|
|
|
$
|
2,901
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,935
|
|
|
$
|
1,094
|
|
|
$
|
1,454
|
|
Investing activities
|
(1,712
|
)
|
|
(517
|
)
|
|
(538
|
)
|
|||
Financing activities
|
(223
|
)
|
|
319
|
|
|
(211
|
)
|
|||
Effect of exchange rate changes on cash
|
(52
|
)
|
|
(44
|
)
|
|
(4
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(52
|
)
|
|
$
|
852
|
|
|
$
|
701
|
|
Rating Agency
|
|
Rating
|
|
Outlook
|
Standard & Poor's
|
|
BB
|
|
Stable
|
Moody's
|
|
Baa2
|
|
Stable
|
Fitch
|
|
BB
|
|
Stable
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
New stores
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
49
|
|
Store-related projects
(1)
|
177
|
|
|
110
|
|
|
149
|
|
|||
E-commerce and information technology
|
355
|
|
|
350
|
|
|
329
|
|
|||
Other
|
16
|
|
|
9
|
|
|
47
|
|
|||
Total capital expenditures
(2)(3)
|
$
|
551
|
|
|
$
|
477
|
|
|
$
|
574
|
|
(1)
|
Includes store remodels and various merchandising projects.
|
(2)
|
Excludes
$10 million
,
$70 million
, and
$131 million
for fiscal 2015 (12-month), fiscal 2014 (12-month) and 2013 (11-month), respectively, related to Five Star and Best Buy Europe.
|
(3)
|
Total capital expenditures exclude non-cash capital expenditures of
$14 million
,
$13 million
and
$29 million
for fiscal 2015 (12-month), fiscal 2014 (12-month) and 2013 (11-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
|
|
|
2015
(1)
|
|
2014
(1)
|
||||
Debt (including current portion)
(2)
|
$
|
1,621
|
|
|
$
|
1,657
|
|
Capitalized operating lease obligations (8 times rental expense)
(3)
|
6,653
|
|
|
6,781
|
|
||
Adjusted debt
|
$
|
8,274
|
|
|
$
|
8,438
|
|
|
|
|
|
||||
Net earnings from continuing operations
|
$
|
1,246
|
|
|
$
|
695
|
|
Interest expense, net
|
63
|
|
|
61
|
|
||
Income tax expense
|
141
|
|
|
388
|
|
||
Depreciation and amortization expense
(4)
|
689
|
|
|
667
|
|
||
Rental expense
|
832
|
|
|
848
|
|
||
EBITDAR
|
$
|
2,971
|
|
|
$
|
2,659
|
|
|
|
|
|
||||
Debt to net earnings ratio
|
1.3
|
|
|
2.4
|
|
||
Adjusted debt to EBITDAR ratio
|
2.8
|
|
|
3.2
|
|
(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 January 31, 2015 and February 1, 2014.
|
(2)
|
Excludes debt related to our Best Buy Europe operations. As described in Note 2,
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)
|
Depreciation and amortization expense includes impairments of fixed assets, investments and intangible assets (including impairments associated with our fiscal restructuring activities) and includes $229 million of net LCD-related legal settlements that occurred in the second quarter of fiscal 2014. Amounts exclude the impact of net proceeds from LCD settlements of $44 million reached in the first quarter of fiscal 2014. We did not exclude LCD settlements prior to the material settlements reached 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)
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
500
|
|
|
$
|
650
|
|
Capital lease obligations
|
|
52
|
|
|
20
|
|
|
16
|
|
|
5
|
|
|
11
|
|
|||||
Financing lease obligations
|
|
69
|
|
|
21
|
|
|
27
|
|
|
12
|
|
|
9
|
|
|||||
Interest payments
|
|
349
|
|
|
81
|
|
|
135
|
|
|
90
|
|
|
43
|
|
|||||
Operating lease obligations
(2)
|
|
3,876
|
|
|
873
|
|
|
1,412
|
|
|
864
|
|
|
727
|
|
|||||
Purchase obligations
(3)
|
|
2,656
|
|
|
2,004
|
|
|
493
|
|
|
103
|
|
|
56
|
|
|||||
Unrecognized tax benefits
(4)
|
|
410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred compensation
(5)
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
$
|
8,956
|
|
|
$
|
2,999
|
|
|
$
|
2,433
|
|
|
$
|
1,574
|
|
|
$
|
1,496
|
|
(1)
|
Represents principal amounts only and excludes interest rate swap valuation adjustments.
|
(2)
|
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 $1.2 billion at
January 31, 2015
.
|
(3)
|
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.
|
(4)
|
Unrecognized tax benefits relate to uncertain tax positions. 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.
|
(5)
|
Included in Long-term liabilities on our Consolidated Balance Sheet at
January 31, 2015
, was a
$44 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.
|
Returns
|
Gift Cards
|
Customer Loyalty
|
Service Contracts
|
$7
|
$23
|
$13
|
$10
|
(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)
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,432
|
|
|
$
|
2,678
|
|
Short-term investments
|
|
1,456
|
|
|
223
|
|
||
Receivables, net
|
|
1,280
|
|
|
1,308
|
|
||
Merchandise inventories
|
|
5,174
|
|
|
5,376
|
|
||
Other current assets
|
|
703
|
|
|
900
|
|
||
Current assets held for sale
|
|
684
|
|
|
—
|
|
||
Total current assets
|
|
11,729
|
|
|
10,485
|
|
||
Property and Equipment
|
|
|
|
|
||||
Land and buildings
|
|
611
|
|
|
758
|
|
||
Leasehold improvements
|
|
2,201
|
|
|
2,182
|
|
||
Fixtures and equipment
|
|
4,729
|
|
|
4,515
|
|
||
Property under capital lease
|
|
119
|
|
|
120
|
|
||
|
|
7,660
|
|
|
7,575
|
|
||
Less accumulated depreciation
|
|
5,365
|
|
|
4,977
|
|
||
Net property and equipment
|
|
2,295
|
|
|
2,598
|
|
||
Goodwill
|
|
425
|
|
|
425
|
|
||
Intangibles, Net
|
|
57
|
|
|
101
|
|
||
Other Assets
|
|
583
|
|
|
404
|
|
||
Non-current assets held for sale
|
|
167
|
|
|
—
|
|
||
Total Assets
|
|
$
|
15,256
|
|
|
$
|
14,013
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,030
|
|
|
$
|
5,122
|
|
Unredeemed gift card liabilities
|
|
411
|
|
|
406
|
|
||
Deferred revenue
|
|
326
|
|
|
399
|
|
||
Accrued compensation and related expenses
|
|
372
|
|
|
444
|
|
||
Accrued liabilities
|
|
782
|
|
|
873
|
|
||
Accrued income taxes
|
|
230
|
|
|
147
|
|
||
Current portion of long-term debt
|
|
41
|
|
|
45
|
|
||
Current liabilities held for sale
|
|
585
|
|
|
—
|
|
||
Total current liabilities
|
|
7,777
|
|
|
7,436
|
|
||
Long-Term Liabilities
|
|
881
|
|
|
976
|
|
||
Long-Term Debt
|
|
1,580
|
|
|
1,612
|
|
||
Contingencies and Commitments (Note 12)
|
|
|
|
|
||||
Long-Term Liabilities held for sale
|
|
18
|
|
|
—
|
|
||
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 — 351,468,000 and 346,751,000 shares, respectively
|
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
|
437
|
|
|
300
|
|
||
Retained earnings
|
|
4,141
|
|
|
3,159
|
|
||
Accumulated other comprehensive income
|
|
382
|
|
|
492
|
|
||
Total Best Buy Co., Inc. shareholders' equity
|
|
4,995
|
|
|
3,986
|
|
||
Noncontrolling interests
|
|
5
|
|
|
3
|
|
||
Total equity
|
|
5,000
|
|
|
3,989
|
|
||
Total Liabilities and Equity
|
|
$
|
15,256
|
|
|
$
|
14,013
|
|
|
|
12 Months Ended
|
|
11 Months Ended
|
||||||||
Fiscal Years Ended
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
Revenue
|
|
$
|
40,339
|
|
|
$
|
40,611
|
|
|
$
|
38,252
|
|
Cost of goods sold
|
|
31,292
|
|
|
31,212
|
|
|
29,228
|
|
|||
Restructuring charges — cost of goods sold
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Gross profit
|
|
9,047
|
|
|
9,399
|
|
|
9,023
|
|
|||
Selling, general and administrative expenses
|
|
7,592
|
|
|
8,106
|
|
|
7,905
|
|
|||
Restructuring charges
|
|
5
|
|
|
149
|
|
|
414
|
|
|||
Goodwill impairments
|
|
—
|
|
|
—
|
|
|
614
|
|
|||
Operating income
|
|
1,450
|
|
|
1,144
|
|
|
90
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Gain on sale of investments
|
|
13
|
|
|
20
|
|
|
—
|
|
|||
Investment income and other
|
|
14
|
|
|
19
|
|
|
13
|
|
|||
Interest expense
|
|
(90
|
)
|
|
(100
|
)
|
|
(99
|
)
|
|||
Earnings from continuing operations before income tax expense
|
|
1,387
|
|
|
1,083
|
|
|
4
|
|
|||
Income tax expense
|
|
141
|
|
|
388
|
|
|
263
|
|
|||
Net earnings (loss) from continuing operations
|
|
1,246
|
|
|
695
|
|
|
(259
|
)
|
|||
Loss from discontinued operations (Note 2), net of tax benefit of $0, $31 and $30
|
|
(11
|
)
|
|
(172
|
)
|
|
(161
|
)
|
|||
Net earnings (loss) including noncontrolling interests
|
|
1,235
|
|
|
523
|
|
|
(420
|
)
|
|||
Net (earnings) loss from discontinued operations attributable to noncontrolling interests
|
|
(2
|
)
|
|
9
|
|
|
(21
|
)
|
|||
Net earnings (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
1,233
|
|
|
$
|
532
|
|
|
$
|
(441
|
)
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.57
|
|
|
$
|
2.03
|
|
|
$
|
(0.76
|
)
|
Discontinued operations
|
|
(0.04
|
)
|
|
(0.47
|
)
|
|
(0.54
|
)
|
|||
Basic earnings (loss) per share
|
|
$
|
3.53
|
|
|
$
|
1.56
|
|
|
$
|
(1.30
|
)
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share attributable to Best Buy Co., Inc. shareholders
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.53
|
|
|
$
|
2.00
|
|
|
$
|
(0.76
|
)
|
Discontinued operations
|
|
(0.04
|
)
|
|
(0.47
|
)
|
|
(0.54
|
)
|
|||
Diluted earnings (loss) per share
|
|
$
|
3.49
|
|
|
$
|
1.53
|
|
|
$
|
(1.30
|
)
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding (in millions)
|
|
|
|
|
|
|
||||||
Basic
|
|
349.5
|
|
|
342.1
|
|
|
338.6
|
|
|||
Diluted
|
|
353.6
|
|
|
347.6
|
|
|
338.6
|
|
|
|
12 Months Ended
|
|
12 Months Ended
|
|
11 Months Ended
|
||||||
Fiscal Years Ended
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
Net earnings (loss) including noncontrolling interests
|
|
$
|
1,235
|
|
|
$
|
523
|
|
|
$
|
(420
|
)
|
Foreign currency translation adjustments
|
|
(103
|
)
|
|
(147
|
)
|
|
15
|
|
|||
Unrealized gain (loss) on available-for-sale investments
|
|
(3
|
)
|
|
6
|
|
|
2
|
|
|||
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
|
|
(4
|
)
|
|
2
|
|
|
—
|
|
|||
Comprehensive income (loss) including noncontrolling interests
|
|
1,125
|
|
|
1,038
|
|
|
(403
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(2
|
)
|
|
(126
|
)
|
|
(27
|
)
|
|||
Comprehensive income (loss) attributable to Best Buy Co., Inc. shareholders
|
|
$
|
1,123
|
|
|
$
|
912
|
|
|
$
|
(430
|
)
|
|
|
12 Months Ended
|
|
11 Months Ended
|
||||||||
Fiscal Years Ended
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|||||
Net earnings (loss) including noncontrolling interests
|
|
$
|
1,235
|
|
|
$
|
523
|
|
|
$
|
(420
|
)
|
Adjustments to reconcile net earnings (loss) to total cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
656
|
|
|
701
|
|
|
794
|
|
|||
Amortization of definite-lived intangible assets
|
|
—
|
|
|
15
|
|
|
38
|
|
|||
Restructuring charges
|
|
23
|
|
|
259
|
|
|
449
|
|
|||
Goodwill impairments
|
|
—
|
|
|
—
|
|
|
822
|
|
|||
(Gain) Loss on sale of business
|
|
(1
|
)
|
|
143
|
|
|
—
|
|
|||
Stock-based compensation
|
|
87
|
|
|
90
|
|
|
107
|
|
|||
Deferred income taxes
|
|
(297
|
)
|
|
(28
|
)
|
|
(19
|
)
|
|||
Other, net
|
|
8
|
|
|
62
|
|
|
41
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(19
|
)
|
|
7
|
|
|
(551
|
)
|
|||
Merchandise inventories
|
|
(141
|
)
|
|
597
|
|
|
(912
|
)
|
|||
Other assets
|
|
29
|
|
|
(70
|
)
|
|
(65
|
)
|
|||
Accounts payable
|
|
434
|
|
|
(986
|
)
|
|
1,735
|
|
|||
Other liabilities
|
|
(164
|
)
|
|
(273
|
)
|
|
(339
|
)
|
|||
Income taxes
|
|
85
|
|
|
54
|
|
|
(226
|
)
|
|||
Total cash provided by operating activities
|
|
1,935
|
|
|
1,094
|
|
|
1,454
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Additions to property and equipment, net of $14, $13 and $29 non-cash capital expenditures
|
|
(561
|
)
|
|
(547
|
)
|
|
(705
|
)
|
|||
Purchases of investments
|
|
(2,804
|
)
|
|
(230
|
)
|
|
(13
|
)
|
|||
Sales of investments
|
|
1,580
|
|
|
50
|
|
|
69
|
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||
Proceeds from sale of business, net of cash transferred
|
|
39
|
|
|
206
|
|
|
25
|
|
|||
Change in restricted assets
|
|
29
|
|
|
5
|
|
|
101
|
|
|||
Other, net
|
|
5
|
|
|
(1
|
)
|
|
16
|
|
|||
Total cash used in investing activities
|
|
(1,712
|
)
|
|
(517
|
)
|
|
(538
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|||
Issuance of common stock
|
|
50
|
|
|
171
|
|
|
25
|
|
|||
Dividends paid
|
|
(251
|
)
|
|
(233
|
)
|
|
(224
|
)
|
|||
Repayments of debt
|
|
(24
|
)
|
|
(2,033
|
)
|
|
(1,614
|
)
|
|||
Proceeds from issuance of debt
|
|
—
|
|
|
2,414
|
|
|
1,741
|
|
|||
Other, net
|
|
2
|
|
|
—
|
|
|
(17
|
)
|
|||
Total cash provided by (used in) financing activities
|
|
(223
|
)
|
|
319
|
|
|
(211
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
|
(52
|
)
|
|
(44
|
)
|
|
(4
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
|
(52
|
)
|
|
852
|
|
|
701
|
|
|||
Adjustment for Fiscal Year-end Change (Note 1)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents After Adjustment
|
|
(52
|
)
|
|
852
|
|
|
627
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
2,678
|
|
|
1,826
|
|
|
1,199
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
2,626
|
|
|
$
|
2,678
|
|
|
$
|
1,826
|
|
Less Cash and Cash Equivalents Held for Sale
|
|
(194
|
)
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Period, Excluding Held for Sale
|
|
$
|
2,432
|
|
|
$
|
2,678
|
|
|
$
|
1,826
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
355
|
|
|
$
|
332
|
|
|
$
|
478
|
|
Interest paid
|
|
81
|
|
|
82
|
|
|
106
|
|
|
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 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
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,233
|
|
|
—
|
|
|
1,233
|
|
|
2
|
|
|
1,235
|
|
|||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|||||||
Unrealized losses on available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Reclassification of gains on available-for-sale investments into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||||
Restricted stock vested and stock options exercised
|
5
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||||
Common stock dividends, $0.72 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
|||||||
Balances at January 31, 2015
|
352
|
|
|
$
|
35
|
|
|
$
|
437
|
|
|
$
|
4,141
|
|
|
$
|
382
|
|
|
$
|
4,995
|
|
|
$
|
5
|
|
|
$
|
5,000
|
|
Asset
|
|
Life
(in years)
|
Buildings
|
|
35
|
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 March 3, 2012
|
$
|
516
|
|
|
$
|
819
|
|
|
$
|
1,335
|
|
|
$
|
19
|
|
|
$
|
111
|
|
|
$
|
130
|
|
Acquisitions
(1)
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairments
|
(3
|
)
|
|
(819
|
)
|
|
(822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Balances at February 2, 2013
|
528
|
|
|
—
|
|
|
528
|
|
|
19
|
|
|
112
|
|
|
131
|
|
||||||
Sale of business
(2)
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Balances at February 1, 2014
|
425
|
|
|
—
|
|
|
425
|
|
|
19
|
|
|
82
|
|
|
101
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Sale of business
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
||||||
Changes in foreign currency exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Balances at January 31, 2015
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
425
|
|
|
$
|
18
|
|
|
$
|
39
|
|
|
$
|
57
|
|
(1)
|
Represents goodwill acquired, primarily as a result of an acquisition made by mindSHIFT in fiscal 2013 (11-month).
|
(2)
|
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.
|
(3)
|
Represents the Five Star indefinite-lived tradenames classified as held for sale at January 31, 2015.
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||||||||
|
Gross Carrying
Amount
(1)
|
|
Cumulative
Impairment
(1)
|
|
Gross Carrying
Amount
|
|
Cumulative
Impairment
|
||||||||
Goodwill
|
$
|
1,100
|
|
|
$
|
(675
|
)
|
|
$
|
1,308
|
|
|
$
|
(883
|
)
|
(1)
|
Excludes the gross carrying amount and cumulative impairment related to Five Star, which was held for sale at the end of fiscal 2015. The sale of Five Star was completed on February 13, 2015.
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Accrued liabilities
|
$
|
78
|
|
|
$
|
88
|
|
Long-term liabilities
|
53
|
|
|
52
|
|
||
Total
|
$
|
131
|
|
|
$
|
140
|
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gift card breakage income
|
|
$
|
19
|
|
|
$
|
53
|
|
|
$
|
46
|
|
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.
|
|
January 31, 2015
|
||
Cash and cash equivalents
|
$
|
194
|
|
Merchandise inventories
|
264
|
|
|
Other current assets
|
226
|
|
|
Net property and equipment
|
130
|
|
|
Other assets
|
37
|
|
|
Total assets
|
$
|
851
|
|
|
|
||
Accounts payable
|
$
|
452
|
|
Other current liabilities
|
133
|
|
|
Long-term liabilities
|
18
|
|
|
Total liabilities
|
$
|
603
|
|
|
12-Month
|
|
11-Month
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
1,564
|
|
|
$
|
4,615
|
|
|
$
|
6,834
|
|
Restructuring charges
(1)
|
18
|
|
|
110
|
|
|
34
|
|
|||
Loss from discontinued operations before income tax benefit
(2)
|
(12
|
)
|
|
(235
|
)
|
|
(187
|
)
|
|||
Income tax benefit
(3)
|
—
|
|
|
31
|
|
|
30
|
|
|||
Gain on sale of discontinued operations
(4)
|
1
|
|
|
32
|
|
|
—
|
|
|||
Equity in loss of affiliates
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Net loss from discontinued operations including noncontrolling interests
|
(11
|
)
|
|
(172
|
)
|
|
(161
|
)
|
|||
Net (earnings) loss from discontinued operations attributable to noncontrolling interests
|
(2
|
)
|
|
9
|
|
|
(21
|
)
|
|||
Net loss from discontinued operations attributable to Best Buy Co., Inc. shareholders
|
$
|
(13
|
)
|
|
$
|
(163
|
)
|
|
$
|
(182
|
)
|
(1)
|
See Note 4,
Restructuring Charges
, for further discussion of the restructuring charges associated with discontinued operations.
|
(2)
|
Includes the
$175 million
impairment to write down the book value of our investment in Best Buy Europe to fair value in fiscal 2014 and the
$208 million
goodwill impairment related to our Five Star reporting unit in fiscal 2013 (11-month).
|
(3)
|
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.
|
(4)
|
Gain in fiscal 2014 is primarily comprised of the following:
$28 million
gain (with no tax impact) from sale of Best Buy Europe fixed-line business in Switzerland in the first quarter;
$24 million
gain (with no tax impact) from the sale of Best Buy Europe in the second quarter; and loss of
$18 million
from sale of mindSHIFT in the fourth quarter.
|
•
|
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
January 31, 2015
|
|
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
|
$
|
265
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Commercial paper
|
165
|
|
|
—
|
|
|
165
|
|
|
—
|
|
||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
276
|
|
|
—
|
|
|
276
|
|
|
—
|
|
||||
Commercial paper
|
306
|
|
|
—
|
|
|
306
|
|
|
—
|
|
||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivative instruments
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Other assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative instruments
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Auction rate securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Marketable securities that fund deferred compensation
|
97
|
|
|
97
|
|
|
—
|
|
|
—
|
|
||||
Assets held for sale
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
|
|
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
|
|
|
—
|
|
|
2015
|
|
2014
|
||||||||||||
|
Impairments
|
|
Remaining Net
Carrying Value
(1)
|
|
Impairments
|
|
Remaining Net
Carrying Value
(1)
|
||||||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Property and equipment (non-restructuring)
|
$
|
42
|
|
|
$
|
19
|
|
|
$
|
101
|
|
|
$
|
10
|
|
Restructuring activities
(2)
|
|
|
|
|
|
|
|
||||||||
Property and equipment
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Investments
|
—
|
|
|
—
|
|
|
16
|
|
|
21
|
|
||||
Total
|
$
|
43
|
|
|
$
|
19
|
|
|
$
|
125
|
|
|
$
|
31
|
|
Discontinued operations
(3)
|
|
|
|
|
|
|
|
||||||||
Property and equipment
(4)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
221
|
|
|
$
|
—
|
|
Tradename
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
—
|
|
(1)
|
Remaining net carrying value approximates fair value.
|
(2)
|
See Note 4,
Restructuring Charges
, for additional information.
|
(3)
|
Property and equipment and tradename impairments associated with discontinued operations are recorded within loss from discontinued operations in our Consolidated Statements of Earnings.
|
(4)
|
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 2,
Discontinued Operations
, the remaining net carrying values of all assets have been reduced to zero.
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Continuing operations
|
|
|
|
|
|
||||||
Renew Blue
|
$
|
11
|
|
|
$
|
155
|
|
|
$
|
171
|
|
Other restructuring activities
|
(6
|
)
|
|
(6
|
)
|
|
244
|
|
|||
Total
|
5
|
|
|
149
|
|
|
415
|
|
|||
Discontinued operations
|
|
|
|
|
|
||||||
Renew Blue
|
18
|
|
|
10
|
|
|
—
|
|
|||
Other restructuring activities
|
—
|
|
|
100
|
|
|
34
|
|
|||
Total (Note 2)
|
18
|
|
|
110
|
|
|
34
|
|
|||
Total
|
$
|
23
|
|
|
$
|
259
|
|
|
$
|
449
|
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||||
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
||||||||||||||||||||||||
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inventory write-downs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Property and equipment impairments
|
—
|
|
|
7
|
|
|
7
|
|
|
14
|
|
|
1
|
|
|
1
|
|
|
23
|
|
|
25
|
|
|
1
|
|
|
8
|
|
|
30
|
|
|
39
|
|
||||||||||||
Termination benefits
|
9
|
|
|
106
|
|
|
46
|
|
|
161
|
|
|
5
|
|
|
24
|
|
|
9
|
|
|
38
|
|
|
14
|
|
|
130
|
|
|
55
|
|
|
199
|
|
||||||||||||
Investment impairments
|
—
|
|
|
16
|
|
|
27
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
27
|
|
|
43
|
|
||||||||||||
Facility closure and other costs
|
1
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
(5
|
)
|
|
1
|
|
|
55
|
|
|
51
|
|
|
(4
|
)
|
|
1
|
|
|
58
|
|
|
55
|
|
||||||||||||
Total continuing operations
|
10
|
|
|
129
|
|
|
84
|
|
|
223
|
|
|
1
|
|
|
26
|
|
|
87
|
|
|
114
|
|
|
11
|
|
|
155
|
|
|
171
|
|
|
337
|
|
||||||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inventory write-downs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Property and equipment impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||||||
Termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
4
|
|
|
—
|
|
|
16
|
|
|
12
|
|
|
4
|
|
|
—
|
|
|
16
|
|
||||||||||||
Facility closure and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
—
|
|
|
11
|
|
|
6
|
|
|
5
|
|
|
—
|
|
|
11
|
|
||||||||||||
Total discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
10
|
|
|
—
|
|
|
28
|
|
|
18
|
|
|
10
|
|
|
—
|
|
|
28
|
|
||||||||||||
Total
|
$
|
10
|
|
|
$
|
129
|
|
|
$
|
84
|
|
|
$
|
223
|
|
|
$
|
19
|
|
|
$
|
36
|
|
|
$
|
87
|
|
|
$
|
142
|
|
|
$
|
29
|
|
|
$
|
165
|
|
|
$
|
171
|
|
|
$
|
365
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at February 2, 2013
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
108
|
|
Charges
|
133
|
|
|
16
|
|
|
149
|
|
|||
Cash payments
|
(68
|
)
|
|
(23
|
)
|
|
(91
|
)
|
|||
Adjustments
(1)
|
(8
|
)
|
|
4
|
|
|
(4
|
)
|
|||
Balance at February 1, 2014
|
111
|
|
|
51
|
|
|
162
|
|
|||
Charges
|
47
|
|
|
16
|
|
|
63
|
|
|||
Cash payments
|
(121
|
)
|
|
(22
|
)
|
|
(143
|
)
|
|||
Adjustments
(1)
|
(21
|
)
|
|
(14
|
)
|
|
(35
|
)
|
|||
Changes in foreign currency exchange rates
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||
Balance at January 31, 2015
|
$
|
16
|
|
|
$
|
23
|
|
|
$
|
39
|
|
(1)
|
Adjustments to termination benefits were due to higher-than-expected employee retention. Adjustments to facility closure and other costs represent change in sublease assumptions and reductions in our remaining lease obligations.
|
•
|
Fiscal 2013 Europe Restructuring:
In the third quarter of fiscal 2013 (11-month), we initiated a series of actions to restructure our Best Buy Europe operations in our International segment intended to improve operating performance.
|
•
|
Fiscal 2013 U.S. Restructuring:
In the first quarter of fiscal 2013 (11-month), we initiated a series of actions to restructure operations in our Domestic segment intended to improve operating performance. The actions included closure of 49 large-format Best Buy branded stores in the U.S. and changes to the store and corporate operating models. The costs of implementing the changes primarily consisted of facility closure costs, employee termination benefits and property and equipment (primarily store fixtures) impairments.
|
•
|
Fiscal 2012 Restructuring:
In the third quarter of fiscal 2012, we implemented a series of actions to restructure operations in our Domestic and International segments that resulted in charges primarily related to property and equipment impairments and employee termination benefits. The actions within our Domestic segment included a decision to modify our strategy for certain mobile broadband offerings. In our International segment, we closed our large-format Best Buy branded stores in the U.K. and impaired certain information technology assets supporting the restructured operations.
|
•
|
Fiscal 2011 Restructuring:
In the fourth quarter of fiscal 2011, we implemented a series of actions to restructure operations in our Domestic and International segments in order to improve performance and enhance customer service. The restructuring actions included plans to improve supply chain and operational efficiencies in our Domestic segment's operations, primarily focused on modifications to our distribution channels and exit from certain digital delivery services within our entertainment product category.
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||||
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
|
12-Month 2015
|
|
12-Month 2014
|
|
11-Month 2013
|
|
Cumulative Amount
|
||||||||||||||||||||||||
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inventory write-downs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Property and equipment impairments
|
—
|
|
|
—
|
|
|
17
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
161
|
|
||||||||||||
Termination benefits
|
—
|
|
|
—
|
|
|
77
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
91
|
|
||||||||||||
Facility closure and other costs
|
(6
|
)
|
|
(6
|
)
|
|
150
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
150
|
|
|
147
|
|
||||||||||||
Total
|
(6
|
)
|
|
(6
|
)
|
|
244
|
|
|
315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
(6
|
)
|
|
(6
|
)
|
|
244
|
|
|
427
|
|
||||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inventory write-downs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
33
|
|
||||||||||||
Property and equipment impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
45
|
|
|
12
|
|
|
188
|
|
|
—
|
|
|
45
|
|
|
12
|
|
|
203
|
|
||||||||||||
Termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
36
|
|
|
20
|
|
|
91
|
|
|
—
|
|
|
36
|
|
|
20
|
|
|
95
|
|
||||||||||||
Tradename impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
17
|
|
||||||||||||
Facility closure and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
97
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
100
|
|
||||||||||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
100
|
|
|
34
|
|
|
413
|
|
|
—
|
|
|
100
|
|
|
34
|
|
|
448
|
|
||||||||||||
Total
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
$
|
244
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
34
|
|
|
$
|
525
|
|
|
$
|
(6
|
)
|
|
$
|
94
|
|
|
$
|
278
|
|
|
$
|
875
|
|
|
Termination Benefits
|
|
Facility
Closure and
Other Costs
|
|
Total
|
||||||
Balance at February 2, 2013
|
$
|
4
|
|
|
$
|
154
|
|
|
$
|
158
|
|
Charges
|
36
|
|
|
6
|
|
|
42
|
|
|||
Cash payments
|
(4
|
)
|
|
(86
|
)
|
|
(90
|
)
|
|||
Adjustments
(1)
|
(36
|
)
|
|
(14
|
)
|
|
(50
|
)
|
|||
Changes in foreign currency exchange rates
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Balance at February 1, 2014
|
—
|
|
|
58
|
|
|
58
|
|
|||
Charges
|
—
|
|
|
3
|
|
|
3
|
|
|||
Cash payments
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||
Adjustments
(1)
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Balance at January 31, 2015
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
34
|
|
(1)
|
Adjustments to termination benefits in fiscal 2014 were primarily due to the write-off of the remaining liability as a result of the sale of Best Buy Europe. Adjustments to facility closure and other costs represent change in sublease assumptions and reductions in our remaining lease obligations.
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
2016 Notes
|
349
|
|
|
349
|
|
||
2018 Notes
|
500
|
|
|
500
|
|
||
2021 Notes
|
649
|
|
|
649
|
|
||
Interest rate swap valuation adjustments
|
1
|
|
|
—
|
|
||
Financing lease obligations, due 2016 to 2026, interest rates ranging from 3.0% to 8.1%
|
69
|
|
|
95
|
|
||
Capital lease obligations, due 2016 to 2035, interest rates ranging from 1.9% to 9.3%
|
52
|
|
|
63
|
|
||
Other debt, due 2017, interest rate 6.7%
|
1
|
|
|
1
|
|
||
Total long-term debt
|
1,621
|
|
|
1,657
|
|
||
Less: current portion
|
(41
|
)
|
|
(45
|
)
|
||
Total long-term debt, less current portion
|
$
|
1,580
|
|
|
$
|
1,612
|
|
Fiscal Year
|
|
|
||
2016
|
|
$
|
41
|
|
2017
|
|
375
|
|
|
2018
|
|
18
|
|
|
2019
|
|
511
|
|
|
2020
|
|
6
|
|
|
Thereafter
|
|
670
|
|
|
Total long-term debt
|
|
$
|
1,621
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Contract Type
|
Assets
|
Liabilities
|
|
Assets
|
Liabilities
|
||||
Derivatives designated as net investment hedges
(1)
|
19
|
|
—
|
|
|
—
|
|
—
|
|
Derivatives designated as interest rate swaps
(2)
|
1
|
|
—
|
|
|
—
|
|
—
|
|
No hedge designation (foreign exchange forward contracts)
(1)
|
11
|
|
—
|
|
|
2
|
|
5
|
|
Total
|
31
|
|
—
|
|
|
2
|
|
5
|
|
(1)
|
The fair value is recorded in other current assets or accrued liabilities.
|
(2)
|
The fair value is recorded in other assets or long-term liabilities.
|
|
2015
|
||||
Contract Type
|
Pre-tax Gain(Loss) Recognized in OCI
|
|
Gain(Loss) Reclassified from Accumulated OCI to Earnings (Effective Portion)
|
||
Derivatives designated as net investment hedges
|
22
|
|
|
—
|
|
|
Gain (Loss) Recognized within SG&A
|
||||
Contract Type
|
2015
|
|
2014
|
||
No hedge designation (foreign exchange forward contracts)
|
12
|
|
|
5
|
|
|
Notional Amount
|
||||
Contract Type
|
January 31, 2015
|
|
February 1, 2014
|
||
Derivatives designated as net investment hedges
|
197
|
|
|
—
|
|
Derivatives designated as interest rate swaps
|
145
|
|
|
—
|
|
No hedge designation (foreign exchange forward contracts)
|
212
|
|
|
157
|
|
Total
|
554
|
|
|
157
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
43
|
|
Share awards
|
|
|
|
|
|
||||||
Market-based
|
10
|
|
|
9
|
|
|
2
|
|
|||
Time-based
|
60
|
|
|
62
|
|
|
62
|
|
|||
Employee stock purchase plans
|
—
|
|
|
1
|
|
|
5
|
|
|||
Total
|
$
|
87
|
|
|
$
|
97
|
|
|
$
|
112
|
|
|
Stock
Options
|
|
Weighted-
Average
Exercise Price
per Share
|
|
Weighted-Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value (in millions)
|
|||||
Outstanding at February 1, 2014
|
22,101,000
|
|
|
$
|
36.38
|
|
|
|
|
|
|
|
Granted
|
1,524,000
|
|
|
$
|
29.90
|
|
|
|
|
|
|
|
Exercised
|
(1,679,000
|
)
|
|
$
|
25.31
|
|
|
|
|
|
|
|
Forfeited/Canceled
|
(4,604,000
|
)
|
|
$
|
36.62
|
|
|
|
|
|
|
|
Outstanding at January 31, 2015
|
17,342,000
|
|
|
$
|
36.81
|
|
|
4.9
|
|
$
|
67
|
|
Vested or expected to vest at January 31, 2015
|
17,095,000
|
|
|
$
|
36.91
|
|
|
4.8
|
|
$
|
66
|
|
Exercisable at January 31, 2015
|
13,995,000
|
|
|
$
|
39.37
|
|
|
4.0
|
|
$
|
36
|
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
|||
Valuation Assumptions
(1)
|
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
(2)
|
|
0.1% – 2.4%
|
|
|
0.1% – 1.8%
|
|
|
0.1% – 2.0%
|
|
Expected dividend yield
|
|
2.5
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
Expected stock price volatility
(3)
|
|
40
|
%
|
|
46
|
%
|
|
44
|
%
|
Expected life of stock options (in years)
(4)
|
|
6.0
|
|
|
5.9
|
|
|
5.9
|
|
(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 1, 2014
|
|
1,636,000
|
|
|
$
|
20.91
|
|
Granted
|
|
564,000
|
|
|
$
|
29.22
|
|
Vested
|
|
(127,000
|
)
|
|
$
|
19.16
|
|
Forfeited/Canceled
|
|
(369,000
|
)
|
|
$
|
19.23
|
|
Outstanding at January 31, 2015
|
|
1,704,000
|
|
|
$
|
24.16
|
|
Time-Based Share Awards
|
|
Shares
|
|
Weighted-Average Fair Value per Share
|
|||
Outstanding at February 1, 2014
|
|
7,065,000
|
|
|
$
|
21.49
|
|
Granted
|
|
2,609,000
|
|
|
$
|
28.49
|
|
Vested
|
|
(2,657,000
|
)
|
|
$
|
22.77
|
|
Forfeited/Canceled
|
|
(1,474,000
|
)
|
|
$
|
20.68
|
|
Outstanding at January 31, 2015
|
|
5,543,000
|
|
|
$
|
24.40
|
|
|
Exercisable
|
|
Unexercisable
|
|
Total
|
||||||||||||||||||||||||
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
|
Shares
|
|
%
|
|
Weighted-
Average Price
per Share
|
||||||||||||
In-the-money
|
2.8
|
|
|
20
|
%
|
|
$
|
22.99
|
|
|
3.1
|
|
|
94
|
%
|
|
$
|
25.60
|
|
|
5.9
|
|
|
34
|
%
|
|
$
|
24.38
|
|
Out-of-the-money
|
11.2
|
|
|
80
|
%
|
|
$
|
43.42
|
|
|
0.2
|
|
|
6
|
%
|
|
$
|
34.25
|
|
|
11.4
|
|
|
66
|
%
|
|
$
|
43.27
|
|
Total
|
14.0
|
|
|
100
|
%
|
|
$
|
39.37
|
|
|
3.3
|
|
|
100
|
%
|
|
$
|
26.11
|
|
|
17.3
|
|
|
100
|
%
|
|
$
|
36.81
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
(1)
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations attributable to Best Buy Co., Inc., shareholders, diluted
|
$
|
1,246
|
|
|
$
|
695
|
|
|
$
|
(259
|
)
|
Denominator (in millions):
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
349.5
|
|
|
342.1
|
|
|
338.6
|
|
|||
Effect of potentially dilutive securities:
|
|
|
|
|
|
||||||
Stock options and other
|
4.1
|
|
|
5.5
|
|
|
—
|
|
|||
Weighted-average common shares outstanding, assuming dilution
|
353.6
|
|
|
347.6
|
|
|
338.6
|
|
|||
Net earnings (loss) per share from continuing operations attributable to Best Buy Co., Inc. shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
3.57
|
|
|
$
|
2.03
|
|
|
$
|
(0.76
|
)
|
Diluted
|
$
|
3.53
|
|
|
$
|
2.00
|
|
|
$
|
(0.76
|
)
|
(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
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
June 2011 Program
|
|
|
|
|
|
||||||
Total number of shares repurchased
|
—
|
|
|
—
|
|
|
6.3
|
|
|||
Total cost of shares repurchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
Foreign Currency Translation
|
|
Available-For-Sale Investments
|
|
Total
|
||||||
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
|
|
Foreign currency translation adjustments
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|||
Unrealized losses on available-for-sale investments
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Reclassification of gains on available-for-sale investments into earnings
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Balances at January 31, 2015
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Minimum rentals
|
$
|
848
|
|
|
$
|
864
|
|
|
$
|
809
|
|
Contingent rentals
|
2
|
|
|
2
|
|
|
1
|
|
|||
Total rent expense
|
850
|
|
|
866
|
|
|
810
|
|
|||
Less: sublease income
|
(18
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|||
Net rent expense
|
$
|
832
|
|
|
$
|
848
|
|
|
$
|
794
|
|
Fiscal Year
|
|
Capital
Leases
|
|
Financing
Leases
|
|
Operating
Leases
(1)
|
||||||
2016
|
|
$
|
22
|
|
|
$
|
24
|
|
|
$
|
873
|
|
2017
|
|
11
|
|
|
18
|
|
|
771
|
|
|||
2018
|
|
7
|
|
|
14
|
|
|
641
|
|
|||
2019
|
|
4
|
|
|
9
|
|
|
499
|
|
|||
2020
|
|
2
|
|
|
6
|
|
|
365
|
|
|||
Thereafter
|
|
15
|
|
|
9
|
|
|
727
|
|
|||
Subtotal
|
|
61
|
|
|
80
|
|
|
$
|
3,876
|
|
||
Less: imputed interest
|
|
(9
|
)
|
|
(11
|
)
|
|
|
|
|||
Present value
|
|
$
|
52
|
|
|
$
|
69
|
|
|
|
|
(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
$1.2 billion
at
January 31, 2015
.
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Federal income tax at the statutory rate
|
$
|
485
|
|
|
$
|
379
|
|
|
$
|
1
|
|
State income taxes, net of federal benefit
|
43
|
|
|
26
|
|
|
(2
|
)
|
|||
(Benefit) expense from foreign operations
|
(23
|
)
|
|
(23
|
)
|
|
45
|
|
|||
Other
|
(11
|
)
|
|
6
|
|
|
5
|
|
|||
Legal entity reorganization
|
(353
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairments (non-deductible)
|
—
|
|
|
—
|
|
|
214
|
|
|||
Income tax expense
|
$
|
141
|
|
|
$
|
388
|
|
|
$
|
263
|
|
Effective income tax rate
|
10.1
|
%
|
|
35.8
|
%
|
|
7,152.3
|
%
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
1,201
|
|
|
$
|
699
|
|
|
$
|
286
|
|
Outside the United States
|
186
|
|
|
384
|
|
|
(282
|
)
|
|||
Earnings from continuing operations before income tax expense
|
$
|
1,387
|
|
|
$
|
1,083
|
|
|
$
|
4
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
354
|
|
|
$
|
305
|
|
|
$
|
211
|
|
State
|
51
|
|
|
46
|
|
|
(3
|
)
|
|||
Foreign
|
33
|
|
|
55
|
|
|
49
|
|
|||
|
438
|
|
|
406
|
|
|
257
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(275
|
)
|
|
(22
|
)
|
|
25
|
|
|||
State
|
(26
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Foreign
|
4
|
|
|
3
|
|
|
(18
|
)
|
|||
|
(297
|
)
|
|
(18
|
)
|
|
6
|
|
|||
Income tax expense
|
$
|
141
|
|
|
$
|
388
|
|
|
$
|
263
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Accrued property expenses
|
$
|
129
|
|
|
$
|
162
|
|
Other accrued expenses
|
91
|
|
|
133
|
|
||
Deferred revenue
|
93
|
|
|
81
|
|
||
Compensation and benefits
|
103
|
|
|
114
|
|
||
Stock-based compensation
|
94
|
|
|
110
|
|
||
Goodwill and intangibles
|
287
|
|
|
—
|
|
||
Loss and credit carryforwards
|
156
|
|
|
176
|
|
||
Other
|
88
|
|
|
103
|
|
||
Total deferred tax assets
|
1,041
|
|
|
879
|
|
||
Valuation allowance
|
(143
|
)
|
|
(158
|
)
|
||
Total deferred tax assets after valuation allowance
|
898
|
|
|
721
|
|
||
Property and equipment
|
(251
|
)
|
|
(286
|
)
|
||
Goodwill and intangibles
|
—
|
|
|
(75
|
)
|
||
Inventory
|
(54
|
)
|
|
(60
|
)
|
||
Other
|
(27
|
)
|
|
(16
|
)
|
||
Total deferred tax liabilities
|
(332
|
)
|
|
(437
|
)
|
||
Net deferred tax assets
|
$
|
566
|
|
|
$
|
284
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Other current assets
|
$
|
252
|
|
|
$
|
261
|
|
Current assets held for sale
|
3
|
|
|
—
|
|
||
Other assets
|
322
|
|
|
44
|
|
||
Other current liabilities
|
—
|
|
|
—
|
|
||
Other long-term liabilities
|
—
|
|
|
(21
|
)
|
||
Long-term liabilities held for sale
|
(11
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
566
|
|
|
$
|
284
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
370
|
|
|
$
|
383
|
|
|
$
|
387
|
|
Gross increases related to prior period tax positions
|
33
|
|
|
38
|
|
|
10
|
|
|||
Gross decreases related to prior period tax positions
|
(88
|
)
|
|
(67
|
)
|
|
(22
|
)
|
|||
Gross increases related to current period tax positions
|
114
|
|
|
34
|
|
|
37
|
|
|||
Settlements with taxing authorities
|
(9
|
)
|
|
(3
|
)
|
|
(10
|
)
|
|||
Lapse of statute of limitations
|
(10
|
)
|
|
(15
|
)
|
|
(19
|
)
|
|||
Balance at end of period
|
$
|
410
|
|
|
$
|
370
|
|
|
$
|
383
|
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
||||||
Domestic
|
$
|
36,055
|
|
|
$
|
35,831
|
|
|
$
|
33,222
|
|
International
|
4,284
|
|
|
4,780
|
|
|
5,030
|
|
|||
Total revenue
|
$
|
40,339
|
|
|
$
|
40,611
|
|
|
$
|
38,252
|
|
Percentage of revenue, by revenue category
|
|
|
|
|
|
||||||
Domestic:
|
|
|
|
|
|
||||||
Consumer Electronics
|
31
|
%
|
|
30
|
%
|
|
32
|
%
|
|||
Computing and Mobile Phones
|
47
|
%
|
|
48
|
%
|
|
45
|
%
|
|||
Entertainment
|
9
|
%
|
|
8
|
%
|
|
10
|
%
|
|||
Appliances
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
|||
Services
|
5
|
%
|
|
6
|
%
|
|
6
|
%
|
|||
Other
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
International:
|
|
|
|
|
|
||||||
Consumer Electronics
|
30
|
%
|
|
29
|
%
|
|
32
|
%
|
|||
Computing and Mobile Phones
|
49
|
%
|
|
50
|
%
|
|
47
|
%
|
|||
Entertainment
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|||
Appliances
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
Services
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|||
Other
|
1
|
%
|
|
< 1%
|
|
|
< 1%
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
Operating income (loss)
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,437
|
|
|
$
|
1,145
|
|
|
$
|
731
|
|
International
(1)
|
13
|
|
|
(1
|
)
|
|
(641
|
)
|
|||
Total operating income
|
1,450
|
|
|
1,144
|
|
|
90
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Gain on sale of investments
|
13
|
|
|
20
|
|
|
—
|
|
|||
Investment income and other
|
14
|
|
|
19
|
|
|
13
|
|
|||
Interest expense
|
(90
|
)
|
|
(100
|
)
|
|
(99
|
)
|
|||
Earnings from continuing operations before income tax expense
|
$
|
1,387
|
|
|
$
|
1,083
|
|
|
$
|
4
|
|
Assets
(2)
|
|
|
|
|
|
||||||
Domestic
|
$
|
12,998
|
|
|
$
|
11,146
|
|
|
$
|
10,874
|
|
International
|
2,258
|
|
|
2,867
|
|
|
5,913
|
|
|||
Total assets
|
$
|
15,256
|
|
|
$
|
14,013
|
|
|
$
|
16,787
|
|
Capital expenditures
(2)
|
|
|
|
|
|
||||||
Domestic
|
$
|
519
|
|
|
$
|
440
|
|
|
$
|
488
|
|
International
|
42
|
|
|
107
|
|
|
217
|
|
|||
Total capital expenditures
|
$
|
561
|
|
|
$
|
547
|
|
|
$
|
705
|
|
Depreciation
(2)
|
|
|
|
|
|
||||||
Domestic
|
$
|
575
|
|
|
$
|
565
|
|
|
$
|
561
|
|
International
|
81
|
|
|
136
|
|
|
233
|
|
|||
Total depreciation
|
$
|
656
|
|
|
$
|
701
|
|
|
$
|
794
|
|
(1)
|
Included within our International segment's operating loss for fiscal 2013 (11-month) is a
$611 million
goodwill impairment charge.
|
(2)
|
International segment amounts for assets, capital expenditures and depreciation include amounts from Five Star.
|
|
12-Month
|
|
12-Month
|
|
11-Month
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales to customers
|
|
|
|
|
|
||||||
United States
|
$
|
36,055
|
|
|
$
|
35,831
|
|
|
$
|
33,222
|
|
Canada
|
4,047
|
|
|
4,522
|
|
|
4,818
|
|
|||
Other
|
237
|
|
|
258
|
|
|
212
|
|
|||
Total revenue
|
$
|
40,339
|
|
|
$
|
40,611
|
|
|
$
|
38,252
|
|
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
2,100
|
|
|
$
|
2,190
|
|
|
$
|
2,404
|
|
Europe
|
—
|
|
|
—
|
|
|
352
|
|
|||
Canada
|
174
|
|
|
244
|
|
|
341
|
|
|||
China
|
—
|
|
|
139
|
|
|
142
|
|
|||
Other
|
21
|
|
|
25
|
|
|
31
|
|
|||
Total long-lived assets
|
$
|
2,295
|
|
|
$
|
2,598
|
|
|
$
|
3,270
|
|
|
Quarter
|
|
12-Month
|
||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
2015
|
||||||||||
Revenue
|
$
|
8,639
|
|
|
$
|
8,459
|
|
|
$
|
9,032
|
|
|
$
|
14,209
|
|
|
$
|
40,339
|
|
Comparable sales % change
(1)
|
(1.8
|
)%
|
|
(2.2
|
)%
|
|
2.9
|
%
|
|
2.0
|
%
|
|
0.5
|
%
|
|||||
Gross profit
|
$
|
1,967
|
|
|
$
|
1,978
|
|
|
$
|
2,076
|
|
|
$
|
3,026
|
|
|
$
|
9,047
|
|
Operating income
(2)
|
210
|
|
|
225
|
|
|
205
|
|
|
810
|
|
|
1,450
|
|
|||||
Net earnings from continuing operations
|
469
|
|
|
137
|
|
|
116
|
|
|
524
|
|
|
1,246
|
|
|||||
Gain (loss) from discontinued operations, net of tax
|
(8
|
)
|
|
10
|
|
|
(9
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|||||
Net earnings including noncontrolling interests
|
461
|
|
|
147
|
|
|
107
|
|
|
520
|
|
|
1,235
|
|
|||||
Net earnings attributable to Best Buy Co., Inc. shareholders
|
461
|
|
|
146
|
|
|
107
|
|
|
519
|
|
|
1,233
|
|
|||||
Diluted earnings (loss) per share
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.33
|
|
|
$
|
0.39
|
|
|
$
|
0.33
|
|
|
$
|
1.47
|
|
|
$
|
3.53
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.03
|
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||||
Diluted earnings per share
|
$
|
1.31
|
|
|
$
|
0.42
|
|
|
$
|
0.30
|
|
|
$
|
1.46
|
|
|
$
|
3.49
|
|
|
Quarter
|
|
12-Month
|
||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
2014
|
||||||||||
Revenue
|
$
|
8,928
|
|
|
$
|
8,734
|
|
|
$
|
8,924
|
|
|
$
|
14,025
|
|
|
$
|
40,611
|
|
Comparable sales % decline
(1)
|
(1.8
|
)%
|
|
(0.6
|
)%
|
|
0.5
|
%
|
|
(1.3
|
)%
|
|
(1.0
|
)%
|
|||||
Gross profit
|
$
|
2,105
|
|
|
$
|
2,373
|
|
|
$
|
2,093
|
|
|
$
|
2,828
|
|
|
$
|
9,399
|
|
Operating income
(4)
|
187
|
|
|
405
|
|
|
100
|
|
|
452
|
|
|
1,144
|
|
|||||
Net earnings from continuing operations
|
112
|
|
|
233
|
|
|
50
|
|
|
300
|
|
|
695
|
|
|||||
Gain (loss) from discontinued operations, net of tax
|
(185
|
)
|
|
15
|
|
|
4
|
|
|
(6
|
)
|
|
(172
|
)
|
|||||
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
|
$
|
0.33
|
|
|
$
|
0.67
|
|
|
$
|
0.15
|
|
|
$
|
0.85
|
|
|
$
|
2.00
|
|
Discontinued operations
|
(0.57
|
)
|
|
0.10
|
|
|
0.01
|
|
|
(0.02
|
)
|
|
(0.47
|
)
|
|||||
Diluted earnings (loss) per share
|
$
|
(0.24
|
)
|
|
$
|
0.77
|
|
|
$
|
0.16
|
|
|
$
|
0.83
|
|
|
$
|
1.53
|
|
(1)
|
Our comparable sales calculation compares revenue from stores, websites and call centers operating for at least
14
full months, as well as revenue related to certain other comparable sales channels for a particular period to a corresponding period in the prior year. Relocated, as well as remodeled, expanded and downsized stores closed more than
14
days, are excluded from our comparable store sales calculation until at least
14
full months after reopening. Acquisitions are included in the comparable sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The portion of the calculation of comparable sales attributable to our International segment excludes the effect of fluctuations in foreign currency exchange rates. The calculation of comparable sales excludes the impact of revenue from discontinued operations. Comparable online sales are included in our comparable sales calculation. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers' methods.
|
(2)
|
Includes
$2 million
,
$5 million
,
$5 million
and
$(7) million
of restructuring charges recorded in the fiscal first, second, third and fourth quarters, respectively, and
$5 million
for the 12 months ended January 31, 2015 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 differences in quarterly and annual weighted-average shares outstanding.
|
(4)
|
Includes
$5 million
,
$4 million
,
$27 million
and
$113 million
of restructuring charges recorded in the fiscal first, second, third and fourth quarters, respectively, and
$149 million
for the 12 months ended February 1, 2014 related to measures we took to restructure our businesses.
|
(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
|
|
|
Five-Year Credit Agreement dated as of June 30, 2014, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
10.1
|
|
|
7/2/2014
|
|
|
*10.2
|
|
|
Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended
|
|
S-8
|
|
99
|
|
|
7/15/2011
|
|
|
*10.3
|
|
|
Best Buy Co., Inc. Short Term Incentive Plan, as approved by the Board of Directors
|
|
DEF 14A
|
|
n/a
|
|
|
5/26/2011
|
|
|
*10.4
|
|
|
2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors
|
|
10-K
|
|
10.7
|
|
|
4/28/2010
|
|
|
*10.5
|
|
|
Best Buy Co., Inc. Performance Share Award Agreement dated August 5, 2008
|
|
8-K
|
|
10.1
|
|
|
8/8/2008
|
|
|
*10.6
|
|
|
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
|
|
|
*10.7
|
|
|
Form of Best Buy Co., Inc. Continuity Award Agreement dated June 21, 2012
|
|
10-Q
|
|
10.1
|
|
|
9/6/2012
|
|
|
*10.8
|
|
|
Employment Agreement, dated November 9, 2012, between Sharon McCollam and Best Buy Co., Inc.
|
|
8-K
|
|
10.1
|
|
|
11/15/2012
|
|
|
*10.9
|
|
|
Employment Agreement, dated August 19, 2012, between Hubert Joly and Best Buy Co., Inc.
|
|
8-K
|
|
10.1
|
|
|
8/21/2012
|
|
|
*10.10
|
|
|
Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. Schulze
|
|
8-K
|
|
99.2
|
|
|
3/25/2013
|
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
||
*10.11
|
|
|
Best Buy Mobile Performance Award Termination Agreement
|
|
10-K
|
|
10.18
|
|
|
3/28/2014
|
|
|
*10.12
|
|
|
Form of Best Buy Co., Inc. Long-Term Incentive Program Award
|
|
10-K
|
|
10.19
|
|
|
3/28/2014
|
|
|
*10.13
|
|
|
Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement
|
|
10-K
|
|
10.20
|
|
|
3/28/2014
|
|
|
*10.14
|
|
|
Form of Director Restricted Stock Unit Award Agreement for Non-U.S. Directors
|
|
10-K
|
|
10.21
|
|
|
3/28/2014
|
|
|
*10.15
|
|
|
Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement (2014)
|
|
10-Q
|
|
10.10
|
|
|
12/19/2014
|
|
|
*10.16
|
|
|
Best Buy Co., Inc. 2014 Omnibus Incentive Plan
|
|
S-8
|
|
99
|
|
|
6/27/2014
|
|
|
*10.17
|
|
|
Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement (2014)
|
|
10-Q
|
|
10.1
|
|
|
9/10/2014
|
|
|
*10.18
|
|
|
Form of Director Restricted Stock Unit Award Agreement for Non-U.S. Directors (2014)
|
|
10-Q
|
|
10.2
|
|
|
9/10/2014
|
|
|
*10.19
|
|
|
Best Buy Sixth Amended and Restated Deferred Compensation Plan
|
|
|
|
|
|
|
|
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
|
101
|
|
|
The following financial information from our Annual Report on Form 10-K for fiscal 2015, filed with the SEC on March 31, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at January 31, 2015 and February 1, 2014, (ii) the consolidated statements of earnings for the years ended January 31, 2015, February 1, 2014 and February 2, 2013, (iii) the consolidated statements of comprehensive income for the years ended January 31, 2015, February 1, 2014 and February 2, 2013, (iv) the consolidated statements of cash flows for the years ended January 31, 2015, February 1, 2014 and February 2, 2013, (v) the consolidated statements of changes in shareholders' equity for the years ended January 31, 2015, February 1, 2014 and February 2, 2013 (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
Best Buy Co., Inc.
(Registrant)
|
||
By:
|
|
/s/ Hubert Joly
|
|
|
Hubert Joly
President and Chief Executive Officer
|
|
|
March 31, 2015
|
Signature
|
|
Title
|
|
Date
|
/s/ Hubert Joly
|
|
President, Chief Executive Officer and Director
|
|
March 31, 2015
|
Hubert Joly
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Sharon L. McCollam
|
|
Chief Administrative Officer and Chief Financial Officer
|
|
March 31, 2015
|
Sharon L. McCollam
|
|
(principal financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
/s/ Hatim A. Tyabji
|
|
Chairman of the Board and Director
|
|
March 31, 2015
|
Hatim A. Tyabji
|
|
|
|
|
|
|
|
|
|
/s/ Bradbury H. Anderson
|
|
Director
|
|
March 31, 2015
|
Bradbury H. Anderson
|
|
|
|
|
|
|
|
|
|
/s/ Lisa M. Caputo
|
|
Director
|
|
March 31, 2015
|
Lisa M. Caputo
|
|
|
|
|
|
|
|
|
|
/s/ J. Patrick Doyle
|
|
Director
|
|
March 31, 2015
|
J. Patrick Doyle
|
|
|
|
|
|
|
|
|
|
/s/ Russell P. Fradin
|
|
Director
|
|
March 31, 2015
|
Russell P. Fradin
|
|
|
|
|
|
|
|
|
|
/s/ Kathy J. Higgins Victor
|
|
Director
|
|
March 31, 2015
|
Kathy J. Higgins Victor
|
|
|
|
|
|
|
|
|
|
/s/ David W. Kenny
|
|
Director
|
|
March 31, 2015
|
David W. Kenny
|
|
|
|
|
|
|
|
|
|
/s/ Sanjay Khosla
|
|
Director
|
|
March 31, 2015
|
Sanjay Khosla
|
|
|
|
|
|
|
|
|
|
/s/ Allen U. Lenzmeier
|
|
Director
|
|
March 31, 2015
|
Allen U. Lenzmeier
|
|
|
|
|
|
|
|
|
|
/s/ Thomas L. Millner
|
|
Director
|
|
March 31, 2015
|
Thomas L. Millner
|
|
|
|
|
|
|
|
|
|
/s/ Gérard Vittecoq
|
|
Director
|
|
March 31, 2015
|
Gérard Vittecoq
|
|
|
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expenses or
Other Accounts
|
|
Other
(1)
|
|
Balance at
End of
Period
|
||||||||
Year ended January 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
104
|
|
|
$
|
1
|
|
|
$
|
(46
|
)
|
|
$
|
59
|
|
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
|
|
(1)
|
Includes bad debt write-offs and recoveries, acquisitions and the effect of foreign currency fluctuations.
|
|
|
Page
|
|
ARTICLE 1
|
Definitions
|
1
|
|
|
|
|
|
ARTICLE 2
|
Selection, Enrollment, Commencement of Participation
|
6
|
|
2.1.
|
Selection by Committee
|
|
|
2.2.
|
Enrollment Requirements
|
|
|
2.3.
|
Amount of Participant’s Annual Deferral Amount
|
|
|
2.4.
|
Company Contribution Amount
|
|
|
2.5.
|
Crediting and Debiting of Account Balances
|
|
|
2.7.
|
Payment of Withholdings to Trustees or Custodian
|
|
|
|
|
|
|
ARTICLE 3
|
In‑Service Distribution; Unforeseeable Financial Emergencies
|
10
|
|
3.1.
|
In-Service Distribution
|
|
|
3.2.
|
Other Benefits Take Precedence Over In‑Service Distribution
|
|
|
3.3.
|
Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies
|
|
|
|
|
|
|
ARTICLE 4
|
Retirement Benefit
|
11
|
|
4.1.
|
Retirement Benefit
|
|
|
4.2.
|
Payment of Retirement Benefit
|
|
|
4.3.
|
Death Prior to Completion of Retirement Benefit
|
|
|
4.4.
|
Specified Employees
|
|
|
|
|
|
|
ARTICLE 5
|
Termination Benefit
|
12
|
|
5.1.
|
Termination Benefit
|
|
|
5.2.
|
Payment of Termination Benefit
|
|
|
5.3.
|
Death Prior to Completion of Termination Benefit
|
|
|
5.4.
|
Specified Employees
|
|
|
|
|
|
|
ARTICLE 6
|
Pre-Retirement Survivor Benefit
|
12
|
|
6.1.
|
Pre-Retirement Survivor Benefit
|
|
|
6.2.
|
Payment of Pre-Retirement Survivor Benefit
|
|
|
|
|
|
|
ARTICLE 7
|
Beneficiary Designation
|
13
|
|
7.1.
|
Beneficiary
|
|
|
7.2.
|
Beneficiary Designation; Change; Spousal Consent
|
|
|
7.3.
|
Acknowledgment
|
|
|
7.4.
|
No Beneficiary Designation
|
|
|
7.5.
|
Doubt as to Beneficiary
|
|
|
7.6.
|
Crediting and Debiting Account Balances
|
|
|
ARTICLE 8
|
Claims Procedures
|
14
|
|
8.1.
|
Presentation of Claim
|
|
|
8.2.
|
Notification of Decision
|
|
|
8.3.
|
Review of a Denied Claim
|
|
|
8.4.
|
Decision on a Review
|
|
|
8.5.
|
Subsequent Action; Mandatory Arbitration
|
|
|
|
Page
|
|
ARTICLE 9
|
Establishment of The Trust
|
15
|
|
9.1.
|
Establishment and Funding of the Trust
|
|
|
9.2.
|
Interrelationship of the Plan and the Trust
|
|
|
9.3.
|
Distributions From the Trust
|
|
|
|
|
|
|
ARTICLE 10
|
Administration
|
16
|
|
10.1.
|
Committee Duties
|
|
|
10.2.
|
Administration Upon Change In Control
|
|
|
10.3.
|
Agents
|
|
|
10.4.
|
Binding Effect of Decisions
|
|
|
10.5.
|
Indemnity
|
|
|
10.6.
|
Employer Information
|
|
|
|
|
|
|
ARTICLE 11
|
Termination, Amendment or Modification
|
18
|
|
11.1.
|
Termination
|
|
|
11.2.
|
Amendment
|
|
|
|
|
|
|
ARTICLE 12
|
Miscellaneous
|
19
|
|
12.1.
|
Non-Guarantee of Employment
|
|
|
12.2.
|
Rights to Trust Asset
|
|
|
12.3.
|
Suspension of Rules
|
|
|
12.4.
|
Requirement of Proof
|
|
|
12.5.
|
Non-Alienation and Taxes
|
|
|
12.6.
|
Savings Clause
|
|
|
12.7.
|
Facility of Payment
|
|
|
12.8.
|
Requirement of Releases
|
|
|
12.9.
|
Board Action
|
|
|
12.10.
|
Computational Errors
|
|
|
12.11.
|
Communications
|
|
|
12.12.
|
Terms
|
|
|
12.13.
|
Captions
|
|
|
12.14.
|
Governing Law
|
|
|
12.15.
|
Notice
|
|
|
12.16.
|
Successors
|
|
|
12.17.
|
Spouse's Interest
|
|
|
12.18.
|
Insurance
|
|
|
12.19.
|
Legal Fees To Enforce Rights After Change in Control
|
|
|
|
|
|
|
ARTICLE 13
|
Transitional Rules
|
23
|
|
13.1.
|
Introduction
|
|
|
13.2.
|
Amounts Deferred Under Prior Plan
|
|
|
13.3.
|
Suspension of Deferrals for Penalty Withdrawals
|
|
|
13.4.
|
Treatment of Grandfathered Account Balances
|
|
1.1.
|
“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Plan equal to the sum of (i) the Deferral Account balance and (ii) the Company Contribution Account balance. The Account Balance, and any sub‑account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or Beneficiary pursuant to this Plan. As and to the extent necessary to reflect the time and form of payment elections, or other provisions applicable to such amounts, Account Balances shall be separately tracked and maintained by Plan Year.
|
1.3.
|
“Annual Deferral Amount” shall mean that percentage or amount of a Participant’s Base Salary and Bonus or Directors Fees that a Participant timely elects to defer for a Plan Year in accordance with Article 2. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Article 2), Unforeseeable Financial Emergency (if deferrals cease in accordance with Articles 2 and 3), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld for such period.
|
1.4.
|
“Base Salary” shall mean the annual cash compensation payable for services performed as an Employee by a Participant during a Plan Year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non‑monetary awards, directors
|
1.5.
|
“Beneficiary” shall mean one or more individuals, trusts, estates or other persons, designated in accordance with Article 7, that are entitled to receive benefits under this Plan due to the death of a Participant.
|
1.6.
|
“Beneficiary Designation” shall mean the form or other election procedures established from time to time by the Committee for a Participant to designate a Beneficiary.
|
1.8.
|
“Bonus” shall mean any cash compensation, not otherwise considered Base Salary, payable for services performed as an Employee by a Participant, for a performance period which is coincident with or begins in a Plan Year, under an Employer’s short‑term bonus and cash incentive plans calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non‑qualified plans of any Employer.
|
(i)
|
When a person, or more than one person acting as a group, acquires (whether by merger, consolidation, purchase or otherwise) more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock;
|
(ii)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition, stock of the Company possessing at least thirty percent (30%) of the total voting power of the Company’s stock;
|
(iii)
|
When a majority of the members of the Board is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such Board as constituted before such appointment or election; or
|
(iv)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period assets from the Company or an entity controlled by the Company that have a total gross fair market value equal to seventy‑five percent (75%) of the total fair market value of the assets of the Company and all such entities.
|
1.13.
|
“Company” shall mean Best Buy Co., Inc., a Minnesota corporation, and any successor to all or substantially all of the Company’s assets or businesses.
|
1.14.
|
“Company Contribution Account” shall mean (i) the Participant’s Company Contribution Amount, plus or minus (ii) amounts credited or debited to such account pursuant to Article 2, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to such account.
|
1.15.
|
“Company Contribution Amount” shall mean the amount, if any, determined in accordance with Section 2.4 for a Plan Year.
|
1.16.
|
“Deferral Account” shall mean (i) a Participant’s Annual Deferral Amount, plus or minus (ii) amounts credited or debited to such account pursuant to Article 2, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to such account.
|
1.18.
|
“Directors Fees” shall mean the annual cash retainer and committee fees payable by the Company as compensation for serving on the Board, and such other amounts available for deferral hereunder, if any, as are determined by the Committee prior to the beginning of the applicable deferral period, calculated before reduction for fees deferred hereunder or any other plan or program.
|
1.19.
|
“Disabled” or “Disability”
shall mean a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual while an Employee or Director from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than six (6) months.
|
1.20.
|
“Election Form and Plan Agreement” shall mean the annual enrollment forms and procedures established from time to time by the Committee that a Participant completes to indicate participation in the Plan for a Plan Year and to make elections under the Plan.
|
1.21.
|
“Employee” shall mean any individual who is a common law or statutory employee and for whom the Employer pays Social Security taxes. This term shall not include individuals who are not treated as Employees for purposes of the Plan, even though they may be so treated or considered under applicable law (e.g., individuals whom an Employer treats as employees of a third party or as self‑employed).
|
1.22.
|
“Employer” is the Company and each other corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code Section 414(b) or (c)) which includes the Company, but with respect to other business entities during only the periods of such common control with the Company.
|
1.23.
|
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
|
1.26.
|
“Key Employee” is an Employee who (i) at any time during that Key Employee Measuring Period owns at least five percent (5%) of the stock (or capital or profits interest) of an Employer, (ii) owns one percent (1%) of the stock (or capital or profits interest) of an Employer and whose compensation exceeds the dollar limit for such period described in Code Section 416(1)(iii), or (iii) is an officer of an Employer and whose compensation exceeds the dollar limit for such period described in Code Section 416(1)(i), as adjusted. No more than the lesser of fifty (50) employees and ten percent (10%) of all employees shall be treated as officers for that period by reason of clause (iii) immediately preceding. In the event the number of officers exceeds such number, the employees included in such number will be those with the highest compensation for that period.
|
1.28.
|
“Participant” shall mean an eligible Employee or Director who has validly elected to participate hereunder and elected to defer amounts under the Plan or who has been or is entitled to be allocated a Company Contribution Amount, or both. An individual who has become a Participant shall continue as a Participant until the earlier of his or her death and the date his or her entire Account Balances have been paid.
|
1.29.
|
“Plan” shall mean the Company’s Deferred Compensation Plan described in this document and as it may be amended from time to time. References to the Plan by year, period or other date shall be to the Plan document as then in effect.
|
1.32.
|
“Quarterly Installment Method” shall be a quarterly installment payment over the number of quarters selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the quarter preceding the quarter for which the installment is being determined; provided, however, for each of the four (4) consecutive quarterly installment periods which begin
|
1.33.
|
“Retirement,” “Retire” or “Retired” shall mean a Termination of Employment for any reason, other than death, on or after the attainment of age sixty (60) in the case of an Employee, and on or after the attainment of age seventy (70) in the case of a Director.
|
1.35.
|
“Specified Employee” is a Participant who is a Key Employee for a Key Employee Measuring Period, with such status as to that period becoming effective as of April 1st next following such period and lasting until the following April 1st.
|
1.37.
|
“Termination of Employment” shall mean the separation from service as an Employee with all business entities that comprise the Employer, or the cessation of services as a Director, for reasons other than death. An individual on a bona fide leave of absence shall be considered to have incurred a Termination of Employment no later than the six (6) month anniversary of the absence (twenty‑nine (29) months in the event of an absence due to a Disability); provided, however, such Termination shall not be considered to have been incurred while and for the period the individual has the right by law or agreement to return to employment with an Employer or serve as a Director upon the expiration of the leave. In the event an individual continues to render substantial services for an Employer as an independent contractor, other than as a Director, immediately after ceasing to be an Employee, no such Termination shall occur until such independent contractor services cease. The Committee may prescribe such rules as may be appropriate to cover situations as to whether and when a reduction in hours worked, an anticipated temporary assignment or the like shall be treated as a Termination of Employment; provided, however, unless otherwise permissible under Code Section 409A and Treasury Regulations thereunder, any such rules shall be effective with respect to deferrals hereunder and other contributions for the Plan Year which begins after the year such rules are adopted.
|
1.38.
|
“Trust” shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of April 1, 1998, between the Company and the trustee named therein, as amended from time to time.
|
1.39.
|
“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant, and which cannot be relieved through other reasonable means available to the
|
2.1.
|
Selection by Committee
.
As determined by the Committee in its discretion, participation in the Plan shall be limited to Directors and a select group of management and highly compensated Employees.
|
(a)
|
General
. As a condition to participation, each eligible Employee or Director shall complete an Election Form and Plan Agreement and comply with such other procedures as the Committee may establish from time to time as necessary for enrollment.
|
(b)
|
Base Salary
. An Employee may elect to defer hereunder his or her Base Salary. A Director may elect to defer his or her Director Fees. Except as otherwise provided here, to be effective for a Plan Year any such election shall be made as of the time the Committee may prescribe but in no event later than December 31 of the year immediately preceding the Plan Year during which the Base Salary or Director Fees would be otherwise earned and paid.
|
(c)
|
Bonus Compensation
. An Employee may elect to defer hereunder his or her Bonus. Except as provided herein, to be effective for a Plan Year such election shall be made as of the time the Committee may prescribe but in no event later than December 31 of the year immediately prior to the Plan Year the Bonus is earned or the performance period relative to the Bonus begins.
|
(d)
|
Participation During Plan Year
.
|
(i)
|
Initial Participation
. An Employee or Director who first becomes eligible to participate in the Plan during a Plan Year may elect, within thirty (30) days of becoming so eligible, to defer hereunder (x) his or her Base Salary or Director Fees for that Plan Year earned and paid after such election and (y) to the extent allowed by the Committee with respect to the type or amount of bonus concerned, to defer hereunder his or her eligible bonus for the incentive period coincident with or starting in that Plan Year and earned and paid after such election. In the event an individual’s active participation in the Plan is cancelled pursuant to Section 2.3(c), or such individual otherwise ceases to be such a participant, and subsequently the individual is eligible to resume active participation in the Plan, then the provision of this Section 2.1(d) shall apply only if (x) such resumption occurs in a Plan Year after the Plan Year of cancellation and (y) the individual is treated as a newly eligible Employee or Director under paragraph (d)(ii) immediately following.
|
(ii)
|
Former Participant
. An individual who has been eligible to participate in the Plan, who loses such eligibility by reason of a Termination of Employment or otherwise, and who again becomes eligible to participate in the Plan in a later Plan Year, shall not be eligible to participate in the Plan for purposes of authorizing an Annual Deferral Amount for the Plan Year in which he or she again becomes so eligible unless he or she (x) has not been eligible to make an Annual Deferral Amount election for two (2) or more consecutive years or (y) has previously incurred a Termination of Employment and been paid all benefits under the Plan after such Termination and before again becoming eligible for the Plan.
|
(e)
|
Later Deferral Elections
. If and to the extent allowed by the Committee, a deferral election with respect to Bonus Compensation which is:
|
(i)
|
performance‑based compensation, may be made no later than six (6) months before the end of the performance period, or
|
(ii)
|
earned over a period of one (1) year or more and which is subject to a substantial risk of forfeiture, no later than one (1) year before the date such risk of forfeiture would lapse for reasons other than by reason of the Employee’s death, Disability, or a CIC.
|
(a)
|
Deferral Elections
. At the time a Participant elects an Annual Deferral Amount for a Plan Year, he or she shall designate the rate or amount to be withheld from Base Salary, Bonus Compensation, and Director Fees as applicable. Except as described in Section 2.2 or in subsection (c) immediately following, once elected, the Annual Deferral Amount shall be irrevocable with respect to the covered compensation earned during the Plan Year or other period to which such election applies. No amount will be deferred under the Plan from such compensation in the absence of a timely deferral election for a Plan Year. For purposes of allocating the deferral of Base Salary between Plan Years, Base Salary earned for services performed during a payroll period that includes December 31st of any Plan Year that is paid in the following Plan Year shall be deemed to be earned entirely in such later Plan Year.
|
(b)
|
Maximum Deferrals
. The maximum percentage or amount of covered compensation which may be deferred hereunder by a Participant for a Plan Year shall be established from time to time by the Committee and may be expressed as a maximum amount or percentage. Different maximums may be applied to Base Salary and Bonus Compensation, or items of Bonus Compensation, and Director Fees. Such maximums shall be established before the Plan Year to which they relate and shall apply throughout that year.
|
(c)
|
Intra-Year Cancellation of Deferrals
. In the event a Participant becomes Disabled or, as directed by the Committee, applies for and is granted cancellation of deferrals pursuant to Article 3.3, additional deferrals on behalf of such Participant for the balance of the Plan Year shall be cancelled. The cancellation shall be effective as relevant no later than two and one‑half (2‑1/2) months after the Participant becomes Disabled or the second
|
(a)
|
General
. For each Plan Year, the Company may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that Participant the Company Contribution Amount for that Plan Year. In no event, however, shall any such contribution be in lieu of or otherwise in replacement for an amount otherwise due to or on behalf of a Participant apart from the Plan. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount, if any, shall be credited as of the date selected by the Company.
|
(b)
|
Time and Form of Payment
. The Account Balance attributable to a Company Contribution Account for a Plan Year shall be paid upon the same events and in the same way and proportions as elected by the Participant with respect to the Deferral Account for such year. In the event no such election is made, such balance shall be paid in a lump sum within sixty (60) days after the end of the Plan Year in which the Participant dies or incurs a Termination of Employment.
|
(a)
|
Election of Investment or Measurement Funds
. A Participant, in connection with his or her commencement of participation in the Plan, shall elect one or more investment funds as a measurement to be used to determine the additional amounts to be credited or debited to his or her Account Balance. Commencing with the first day that follows such commencement and continuing thereafter for each subsequent day in which the Participant participates in the Plan, the Participant may elect to add or delete one or more available investment funds or measures to be used to determine the additional amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to any such fund. The Participant may change the percentage of a current year Deferral and Company Contribution Accounts to be invested in each investment fund or elect to have all or part of the Participant’s Account Balance from prior years transferred among the investment funds at any time, or both. Any such election shall be effective as soon as administratively practicable after the election is made. Any such election shall continue in effect thereafter unless and until a new election is made.
|
(b)
|
Proportionate Allocation
. In making an election the Participant shall specify, in increments of one percentage point (1%), the percentage of his or her Account Balance to be allocated to an investment fund or measure.
|
(c)
|
Measurement Funds
. The Participant may elect one or more available investment or measurement funds made available for this purpose, for the purpose of crediting or
|
(d)
|
Crediting or Debiting Method
. The performance of each elected investment or measurement fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of such funds themselves. A Participant’s Account Balance shall be credited or debited on a business daily basis based on the performance of such fund selected by the Participant, as determined by the Committee in its discretion, as though a Participant’s Account Balance were invested in such funds selected by the Participant, in the percentages applicable to such day, at the closing price on such date.
|
(e)
|
No Actual Investment
. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the funds are to be used for measurement purposes only, and a Participant’s election of any fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in such fund. Without limiting the foregoing, a Participant’s Account Balance and any sub‑account balance thereof shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company, other Employer or the Trust; the Participant shall at all times remain an unsecured creditor of the Company or other Employer.
|
(f)
|
Participant’s Investment Elections
.
|
1.
|
General
. The availability of investment funds for purposes of crediting or debiting additional amounts to Account Balances is not a recommendation to designate a deemed investment in any such investment fund. The selection of deemed investments is solely the responsibility of each Participant. No officer, employee or other agent of the Company or other Employer or the Trustee is authorized to advise or make any recommendation concerning the selection of such funds and no such person is responsible for determining the suitability or advisability of any such selection.
|
2.
|
Participant Responsibility
. Participants shall be solely responsible for selecting, monitoring, and changing the investment funds in or by which their Account Balances are invested. Neither the Company, other Employer, Committee member, nor the Administrator shall be responsible for such investment decisions. To the extent a Participant does not affirmatively elect one or more investment funds with respect to his or her Account Balance, he or she shall be deemed to have elected one or more funds designated for this purpose by the Committee.
|
2.7.
|
Payment of Withholdings to Trustees or Custodian
Except as otherwise provided hereunder or unless otherwise directed by the Committee, an Employer shall remit amounts withheld from
|
(a)
|
In connection with and at the time of each Annual Deferral Amount election, a Participant may irrevocably elect to receive a future In‑Service Distribution from the Plan with respect to all or a portion of such Deferral Account. The In‑Service Distribution shall be a lump sum payment in an amount that is equal to the portion of the Deferral Account for which the Participant has elected to receive such distribution, adjusted as provided for in Section 2.5 to the time of such distribution. The In‑Service Distribution shall be paid within the first sixty (60) days of the Plan Year that begins two Plan Years after the end of the Plan Year to which the Annual Deferral Amount relates or such later Plan Year as is timely elected by the Participant. By way of example, if the minimum two year In‑Service Distribution is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 2009, a minimum two year In‑Service Distribution would be payable during the sixty (60) day period commencing January 1, 2012.
|
(b)
|
Subject to Section 3.2, a Participant may make an election to postpone any In‑Service Distribution described in Section 3.1(a) above, and have such amount paid out in a lump sum payment during a sixty (60) day period commencing immediately after an allowable alternative distribution payable date designated by the Participant in accordance with this Section 3.1(b). In order to make this election, the Participant must submit a new In‑Service Distribution election form to the Committee in accordance with the following criteria:
|
(i)
|
Such election form must be submitted to and accepted by the Committee at least twelve (12) months prior to the Participant’s previously designated In‑Service Distribution payable date;
|
(ii)
|
The new In‑Service Distribution payable date selected by the Participant must be a January 1 at least five years after the previously designated In‑Service Distribution payable date; and
|
(iii)
|
The election of the new In‑Service Distribution payable date will not be effective until twelve (12) months after the date on which the election is made
|
3.2.
|
Other Benefits Take Precedence Over In‑Service Distribution
.
Should an event occur before the In‑Service Distribution date that triggers a benefit under Article 4, 5, or 6, the Deferral Account that is subject to an In‑Service Distribution election shall not be paid in accordance with Section 3.1 but shall be paid in accordance with the other applicable Article.
|
3.3
|
Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies
.
If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee
|
4.1.
|
Retirement Benefit
.
A Participant who Retires shall receive his or her Account Balance as a Retirement Benefit.
|
4.2.
|
Payment of Retirement Benefit
.
In connection with and at the time of each Annual Deferral Amount election, a Participant shall irrevocably elect to receive the Retirement Benefit in a lump sum or in a Quarterly Installment Method of twenty (20), forty (40) or sixty (60) quarters and when such benefit shall be paid or shall commence to be paid. If the Participant’s Account Balance at the time of Retirement is less than $10,000, the Retirement Benefit shall be paid in a lump sum notwithstanding the election made; provided, however, the $10,000 threshold shall be based on the then existing Account Balances for all years or other periods of participation, including periods before 2005. If a Participant does not affirmatively elect otherwise, the Retirement Benefit shall be paid in a lump sum. The lump sum shall be paid, or installment payments shall commence, within the first sixty (60) days after the last day of the Plan Year in which the Participant Retires or, if otherwise allowed and affirmatively elected by the Participant, within the first sixty (60) days of a later Plan Year designated by the Participant.
|
4.3.
|
Death Prior to Completion of Retirement Benefit
. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the Participant’s Beneficiary at the same time and in the same form as that benefit would have been paid to the Participant had the Participant survived, except as described in Section 4.4.
|
4.4
|
Specified Employees
. In the event the Participant is a Specified Employee at Retirement, however, no lump sum shall be paid and no Quarterly Installment Method shall commence earlier than the six (6) month anniversary of the Retirement date. In the case of a lump sum so delayed, the Account Balance shall be paid in a lump sum within sixty (60) days after such anniversary. In the case of a Quarterly Installment Method where an installment would be due within such six (6) months if the Participant were not a Specified Employee, such installment shall be paid within sixty (60) days of such anniversary and the remaining installments shall be paid as and when otherwise due. In the event the Specified Employee dies during such six (6) months, Section 4.3 shall be applied as if the date of death was the six (6) month anniversary.
|
5.1.
|
Termination Benefit
. A Participant who experiences a Termination of Employment which is not a Retirement shall receive his or her Account Balance as a Termination Benefit.
|
5.2.
|
Payment of Termination Benefit
. In connection with and at the time of each Annual Deferral Amount election, a Participant shall irrevocably elect to receive the Termination Benefit in a lump sum or in a Quarterly Installment Method of twenty (20) quarters and when such benefit shall be paid or shall commence to be paid. If the Participant’s Account Balance at the time of Termination is less than $25,000, the Termination Benefit shall be paid in a lump sum notwithstanding the election made; provided, however, the $25,000 threshold shall be based on the then existing Account Balances for all years or other periods of participation, including periods before 2005. If a Participant does not affirmatively elect otherwise, the Termination Benefit shall be paid in a lump sum. The lump sum shall be paid, or installment payments shall commence, within the first sixty (60) days after the last day of the Plan Year in which the Participant Terminates or, if otherwise allowed and affirmatively elected by the Participant, within the first sixty (60) days after the end of the month in which the Participant incurred a Termination of Employment.
|
5.3.
|
Death Prior to Completion of Termination Benefit
. If a Participant dies after Termination but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit payments shall continue and shall be paid to the Participant’s Beneficiary at the same time and in the same form as that benefit would have been paid to the Participant had the Participant survived, except as described in Section 5.4.
|
5.4.
|
Specified Employees
. In the event the Participant is a Specified Employee at such Termination, however, no lump sum shall be paid and no Quarterly Installment Method shall commence earlier than the six (6) month anniversary of such Termination date. In the case of a lump sum so delayed, the Account Balance shall be paid in a lump sum within sixty (60) days after such anniversary. In the case of a Quarterly Installment Method where an installment would be due within such six (6) months if the Participant were not a Specified Employee, such installment shall be paid within sixty (60) days of such anniversary and the remaining installments shall be paid as and when otherwise due. In the event the Specified Employee dies during such six (6) months, Section 5.3 shall be applied as if the date of death was the six (6) month anniversary.
|
6.1.
|
Pre‑Retirement Survivor Benefit
. The Participant’s Beneficiary shall receive a Pre‑Retirement Survivor Benefit equal to the Participant’s Account Balance if the Participant dies before he or she incurs a Termination of Employment.
|
6.2.
|
Payment of Pre‑Retirement Survivor Benefit
. In connection with and at the time of each Annual Deferral Amount election, a Participant shall irrevocably elect whether the
|
7.1.
|
Beneficiary
. Each Participant shall have the right to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.
|
7.2.
|
Beneficiary Designation; Change; Spousal Consent
. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures for such purposes, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary of at least fifty percent (50%) of the Participant’s benefits, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted prior to his or her death.
|
7.3.
|
Acknowledgment
. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged by the Committee.
|
7.4.
|
No Beneficiary Designation
. If a Participant fails to designate a Beneficiary if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan shall be payable to the executor or personal representative of the Participant’s estate.
|
7.5.
|
Doubt as to Beneficiary
. If and to the extent the Committee has any reasonable doubt or a dispute exists as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause such payments to be suspended or otherwise sequestered until such matter is resolved to its satisfaction.
|
7.6.
|
Crediting and Debiting Account Balances
. After the death of a Participant, a Beneficiary shall be entitled to exercise the rights under the Plan of a Participant who has incurred a Termination of Employment (e.g., direct investments as described in Section 2.5) as and to the extent prescribed by the Committee and to the extent of the Account Balance payable to such Beneficiary.
|
8.1.
|
Presentation of Claim
. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.
|
8.2.
|
Notification of Decision
. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:
|
(a)
|
that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
|
(b)
|
that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
|
(i)
|
the specific reason(s) for the denial of the claim, or any part of it;
|
(ii)
|
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
|
(iii)
|
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and
|
(iv)
|
an explanation of the claim review procedure set forth in Section 12.3 below.
|
8.3.
|
Review of a Denied Claim
. Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):
|
(a)
|
may review pertinent documents;
|
(b)
|
may submit written comments or other documents; and/or
|
(c)
|
may request a hearing, which the Committee, in its discretion, may grant.
|
8.4.
|
Decision on Review
. The Committee shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within one hundred twenty (120) days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain to the extent reasonably possible:
|
(a)
|
specific reasons for the decision;
|
(b)
|
specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
|
(c)
|
such other matters as the Committee deems relevant.
|
8.5.
|
Subsequent Action; Mandatory Arbitration
.
|
(a)
|
Subsequent Action
. A Claimant’s compliance with the foregoing provisions of this Article 8 is a mandatory prerequisite to a Claimant’s right to commence any subsequent action with respect to any claim for benefits under this Plan.
|
(b)
|
Mandatory Arbitration
. Any controversy or claim arising out of or relating to this Plan shall be resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be by a single arbitrator experienced in the matters at issue and selected by the parties in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in such place in Minneapolis, Minnesota, as may be specified by the arbitrator (or any place agreed to by the parties and the arbitrator). The decision of the arbitrator shall be final and binding as to any matters submitted under this Article 8; provided, however, if necessary, such decision may be enforced in any court having jurisdiction over the subject matter or over any of the parties to this Plan. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the party against which the decision is rendered. If the arbitrator’s decision is a compromise, the determination of which party or parties bears the costs and expenses incurred in connection with such arbitration proceeding shall be made by the arbitrator on the basis of the arbitrator’s assessment of the relative merits of the parties’ positions.
|
9.1.
|
Establishment and Funding of the Trust
. The Company may establish a Trust with an independent corporate trustee in order to provide assets from which the obligations of the Employer(s) to the Participants and their Beneficiaries under the Plan may be fulfilled. The Trust must be a grantor trust that conforms substantially with the model trust described in Revenue Procedure 92‑64. The Employers may from time to time transfer to the Trust cash, marketable
|
9.2.
|
Interrelationship of the Plan and the Trust
. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. Nothing contained in the Plan or Trust is to be construed as providing for assets to be held for the benefit of any Participant or any other person or persons to whom benefits are to be paid pursuant to the terms of the Plan, with the Participant’s or other person’s only interest under the Plan being the right of the Employers and the Participants, and no Participant has any interest in the assets of the Trust prior to distribution of such assets pursuant to the Plan. To the extent the Participant or any other person acquires a right to receive benefits under the Plan or the Trust, such right is no greater than the right of any unsecured general creditor of the Employer.
|
9.3.
|
Distributions From the Trust
. The Company’s and other Employer’s obligations under the Plan may be paid or otherwise satisfied with assets of the Trust and any such payment or satisfaction shall reduce the Company’s or other Employer’s obligations under the Plan in the same amount.
|
10.1.
|
Committee Duties
|
(a)
|
General
. Except as otherwise provided in this Article 10, this Plan shall be administered by a Committee which shall consist of the Board, or such Committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall have the exclusive responsibility for or to direct the general administration and operation of the Plan and the power to take any action necessary or appropriate to carry out such responsibilities. In addition, the Committee shall provide generally for the operation of the Plan and be a liaison between Employers to assure uniform procedures as appropriate. The duties of the Committee shall include, but not be limited to, the following:
|
(i)
|
to prescribe, require and use appropriate forms;
|
(ii)
|
to formulate, issue and apply rules and regulations;
|
(iii)
|
to prepare and file reports, notices and any other documents relating to the Plan which may be required by law;
|
(iv)
|
to interpret and apply the provisions of the Plan;
|
(v)
|
to authorize and direct benefit payments.
|
(b)
|
Code Section 409A
. The Plan shall be administered, and the Committee shall exercise its discretionary authority under the Plan, in a manner consistent with Code Section 409A and Treasury Regulations thereunder. Any permissible discretion to accelerate or defer a Plan payment under such Regulations, the power to exercise which is not otherwise assigned under the Plan, shall be exercised by the Committee. In the event the matter over which such discretion may be exercised relates to a Committee member, or such member is otherwise unable to objectively exercise such discretion, such member shall not take part in the deliberations and decisions regarding that matter.
|
(c)
|
Allocation to Participating Employers
. To the extent practicable and necessary, the Committee shall provide for an accounting of the Trust assets in such manner as will permit the accurate allocation of Account Balances or parts thereof, including the deemed investment earnings and losses attributable thereto, to the relevant Employer. The Committee shall provide to each Employer all information necessary to permit each such Employer to prepare any reports or tax filings which may be required by reason of its status as an Employer.
|
10.2.
|
Administration Upon Change In Control
.
|
(a)
|
General
. For purposes of this Plan, the Committee, or an independent third party administrator appointed by the Committee, shall be the “Administrator” at all times prior to the occurrence of a Change in Control. Upon and within one hundred twenty (120) days after a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of a majority of such individuals, appoint an independent third party administrator, and such independent third party administrator shall have the power and authority reserved to the Committee hereunder except as otherwise provided. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan assets or assets of the Trust or select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company shall pay all reasonable administrative expenses and fees of the Administrator and supply full and timely information to the Administrator or all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the Retirement, Disability, death or Termination of Employment of the Participants, and such other pertinent information as the Administrator may reasonably require. In the event the individuals who comprised the Committee immediately prior to the Change in Control appoint an independent third party administrator upon or after the Change in Control, the Administrator may be terminated (and a replacement appointed) thereafter only with the written consent of the
|
(b)
|
Change in Control
. Solely for the purpose of applying this Section 10.2, a Change in Control shall have the same meaning as such phrase has under the Trust.
|
10.3.
|
Agents
. In the administration of this Plan, the Committee and Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.
|
10.4.
|
Binding Effect of Decisions
. The decision or action of the Committee and Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
|
10.5.
|
Indemnity
. The Company shall indemnify and hold harmless the ex‑CEO, the members of the Committee, and the Administrator, and any employee or other agent to whom the duties of the Committee or Administrator may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct by such person.
|
10.6.
|
Employer Information
. The Company and each Employer shall supply full and timely information to the Committee or Administrator on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require to administer the Plan.
|
11.1.
|
Termination
.
|
(a)
|
General
. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to discontinue its sponsorship of the Plan or to suspend or terminate the Plan at any time with respect to any or all of the participating Employees and Directors. Except as otherwise provided or allowed for herein, however, such action shall not cancel an Annual Deferral Amount election for the year of such suspension or Termination or accelerate or defer the payment (determined without regard to such suspension or termination) of Account Balances.
|
(b)
|
Change in Control
. Upon or effective with a Change in Control, the Plan shall be terminated effective no later than the end of the Plan Year in which such event occurs and, to the extent and manner allowed under Code Section 409A and Treasury Regulations thereunder, all Account Balances of affected Participants remaining at the final liquidation of the Plan and Trust shall be paid in a lump sum notwithstanding the payment elections
|
11.2.
|
Amendment
. The Company may, at any time, amend or modify the Plan in whole or in part; provided, however, that no such amendment shall (i) reduce the value of a Participant’s Account Balance determined as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification, (ii) adversely affect any benefits to which a Participant or Beneficiary has become entitled as of the date of the amendment or modification, or (iii) amend or modify substantively this Section 11.2 or Section 10.2 coincident with or after a Change in Control, no matter when such amendment or modification is otherwise purportedly effective.
|
12.1.
|
Non‑Guarantee of Employment
. Nothing contained in this Plan shall be construed as a contract of employment or other service between an Employer and a Participant, or as a right of any Participant to be continued in the employment or service of an Employer, or as a limitation on the right of an Employer to discharge any Participant with or without notice or with or without cause.
|
12.2.
|
Rights to Trust Asset
. No Participant or any other person shall have any right to, or interest in, any part of the Trust assets upon Termination of employment or otherwise, except as otherwise provided under the Plan. If the assets of the Trust are insufficient to pay a Participant’s benefits, the Participant’s Employer shall pay any such amounts from its other general assets. If such Employer does not timely pay such benefits, the sole recourse of a claimant Participant or Beneficiary shall be against such Employer and neither the Company nor any other Employer shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.
|
12.3.
|
Suspension of Rules
.
|
(a)
|
Federal Securities and Other Laws
. Notwithstanding anything in the Plan to the contrary, and to the extent and for the time reasonably necessary to comply with federal securities laws (or other applicable laws or regulations), deferrals, Participant investment‑direction, and payment dates and forms under the Plan may be suspended, changed, or delayed as necessary to comply with such laws or regulations; provided, however, any payments so delayed shall be paid to the Participant or Beneficiary as of the earliest date the Committee determines that such payment will not cause a violation of any such laws or regulations.
|
(b)
|
Section 162(m)
. If the Committee reasonably determines that a scheduled payment of benefits under the Plan will not be deductible by an Employer by reason of Code Section 162(m), it shall suspend all such payments to the extent not so deductible. Payments so suspended shall be paid within sixty (60) days after the affected Participant dies or incurs a Termination of Employment; provided, however, if the Participant is a Specified Employee when he or she incurs a Termination of Employment, payments suspended pursuant to this subsection shall be paid as described in Section 4.4 or 5.4, as
|
(c)
|
Offset for Amounts Due
. A Participant’s Account Balance may be reduced by one or more offsets to repay any amounts then due and owing to an Employer, unless another means of repayment is agreed to by the Committee. Except for the right to immediate offset for an amount up to $5,000, or such higher amount as allowed by Treasury Regulations or other directives under or related to Code Section 409A, the Account Balance shall not be so offset before it is otherwise scheduled to be paid to the Participant or Beneficiary and the amount then offset shall not exceed the amount that would be otherwise so paid.
|
12.4.
|
Requirement of Proof
. In discharging their duties and responsibilities under the Plan, the Committee or other individual may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished.
|
12.5.
|
Non‑Alienation and Taxes
.
|
(a)
|
General
. Except as otherwise expressly provided herein or as otherwise required by law, no right or interest of any Participant or Beneficiary in the Plan and the Trust shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment by the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be void.
|
(b)
|
Tax Withholdings
.
|
(1)
|
General
. Benefits earned under the Plan and payment of such benefits shall be subject to tax reporting and withholding as required by law and the amount of such withholding may be determined by treating such benefits as being in the nature of supplemental wages. If tax withholdings must be made before such benefits are paid to a Participant or Beneficiary (e.g., FICA taxes on deferrals), they shall be made from other wages paid to such individual apart from the Plan to the extent reasonably possible; provided, however, if such other wages are insufficient for that purpose, the withholdings shall be made from and reduce deferrals or other contributions, as applicable, for the individual concerned or, if no such contributions are available, the relevant Employer shall advance the withholdings, the appropriate Account Balance of the individual concerned shall be reduced in the same amount, and upon the direction of the Committee the Trustee or other custodian shall remit to the Employer an amount equal to such reduction.
|
(2)
|
Tax Consequences
. Neither the Company nor any other Employer represents or guarantees that any particular federal, foreign, state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan.
|
12.6.
|
Savings Clause
.
|
(a)
|
General
. If any term, covenant, or condition of this Plan, or the application thereof to any person or circumstance, shall to any extent be held to be invalid or unenforceable, the remainder of this Plan, or the application of any such term, covenant, or condition to persons or circumstances other than those as to which it has been held to be invalid or unenforceable, shall not be affected thereby, and, except to the extent of any such invalidity or unenforceability, this Plan and each term, covenant, and condition hereof shall be valid and shall be enforced to the fullest extent permitted by law.
|
(b)
|
Section 409A
. If any term, covenant, or condition of this Plan, or the application thereof to any person or circumstance, shall be considered not to be in compliance with Code Section 409A and Treasury Regulations thereunder, such as would cause all or part of the Participant’s Account Balance to be currently taxable under such provisions, then such term, covenant, condition or application shall be considered modified to the extent necessary to achieve its design and purpose and without such noncompliance or stricken if such modification is not reasonably possible.
|
12.7.
|
Facility of Payment
. If the Committee shall determine a Participant or Beneficiary entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or otherwise, it may direct any distribution from such Participant’s Account Balances be made, in such shares as it shall determine, to the spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them, or to such other person or persons as the Committee may determine, until such date as it shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of payment of Plan benefits except to the extent, and only for the duration of, the time reasonably necessary to resolve such matters or otherwise protect the interests of the Plan. The Committee shall be under no obligation to see to the proper application of the distributions so made to such person or persons and any such distribution shall be a complete discharge of any liability under the Plan to such Participant or Beneficiary, to the extent of such distribution.
|
12.8.
|
Requirement of Releases
. If, in the opinion of the Committee, any present or former spouse or dependent of a Participant or other person shall by reason of the law of any jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a Participant or with respect to a deceased Participant, or otherwise has asserted such a claim, the Committee may direct such benefits be withheld pending receipt of such written releases as it deems necessary to prevent or avoid any conflict or multiplicity of claims with respect to the payment of such benefits, but only to the extent and for the duration reasonably necessary to resolve such matters or otherwise protect the interests of the Plan.
|
12.9.
|
Board Action
. Any action which is required or permitted to be taken by the Board of Directors of the Company under the Plan may be taken by the Compensation Committee of such Board or any other authorized committee of such Board.
|
12.10.
|
Computational Errors
. In the event mathematical, accounting, or similar errors are made in processing or paying a benefit under the Plan, the Committee may make such equitable adjustments as it deems appropriate (which may be retroactive) to correct such errors.
|
12.11.
|
Communications
. The Committee shall prescribe such forms of communication, including forms for benefit application and the like, with respect to the Plan and Fund as it deems appropriate. Except as otherwise prescribed by such persons or otherwise provided by applicable law or regulation, any such communication and assent or consent thereto may be handled by electronic means.
|
12.12.
|
Terms
. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
|
12.13.
|
Captions
. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
|
12.14.
|
Governing Law
. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.
|
12.15.
|
Notice
. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand‑delivered, or sent by registered or certified mail, to the address below:
|
12.16.
|
Successors
. The provisions of this Plan shall bind and inure to the benefit of the Company and other Employers and their respective successors and assigns, and to the Participants and their Beneficiaries.
|
12.17.
|
Spouse’s Interest
. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
|
12.18.
|
Insurance
. The Company, on its own behalf or on behalf of other Employers, in its discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the trustees may choose. The Company or the trustees of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.
|
12.19.
|
Legal Fees To Enforce Rights After Change in Control
. The Company is aware that upon the occurrence of a Change in Control, the Board or the board of directors of a Participant’s Employer (which might then be composed of new members) or a shareholder of the Company or the Participant’s Employer, or of any successor corporation might then cause or attempt to cause the Company, the Participant’s Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant’s Employer to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant’s Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of any litigation or other related legal action, whether by or against the Company, the Participant’s Employer or any director, officer, shareholder or other person affiliated with the Company, the Participant’s Employer or any successor thereto in any jurisdiction.
|
13.1.
|
Introduction
. This Plan document is effective on January 1, 2015 (i.e., the “effective date”) and, except as otherwise provided herein, shall apply only to those persons who are Participants or Beneficiaries on or after the effective date. The provisions of the Plan document as in effect prior to the effective date, taking into account changes made in operations to satisfy Code Section 409A, Treasury Regulations thereunder and other guidance with respect to such Code Section issued by the Internal Revenue Service, even if not reflected in the formal Plan document previously in effect, shall continue to govern the rights and entitlements of persons not described in the immediately preceding sentence except to the extent (i) the application of this Plan document to such persons or the payment of benefits to such persons does not materially diminish or enlarge such rights and entitlements, or (ii) such application is necessary to satisfy such law and regulations.
|
13.2.
|
Amounts Deferred Under Prior Plan
.
|
(b)
|
Non-Vested
. The Grandfathered Account Balances shall not include any portion thereof which was not vested as of December 31, 2004, with such vesting determined without regard to any amendment or other material action, or other than the continued performance
|
13.3.
|
Suspension of Deferrals for Penalty Withdrawals
.
The exercise of the 10% penalty withdrawal feature under Section 4.4 of the 2004 Plan shall cause a cancellation of any further Annual Deferral Amount as described therein and no Annual Deferral Amount may be elected by the Participant concerned with respect to any period before the second Plan Year which begins after the date of such payment.
|
13.4.
|
Treatment of Grandfathered Account Balances
. Except as otherwise provided herein, the time and form of payment of Grandfathered Account Balances, including any right to further accelerate or further defer any such payment, whether as of right or petition by the Participant or Beneficiary concerned or in the discretion of the Committee or other third party, shall not be materially enlarged or subtracted from by this Plan restatement.
|
|
|
12 Months Ended
|
|
11 Months Ended
|
|
12 Months Ended
|
||||||||||||||
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
|
March 3,
2012 |
|
February 26,
2011 |
||||||||||
Ratio of Earnings to Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes, noncontrolling interests and equity in income (loss) of affiliates
|
|
$
|
1,387
|
|
|
$
|
1,083
|
|
|
$
|
4
|
|
|
$
|
2,082
|
|
|
$
|
2,177
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest portion of rental expense
|
|
250
|
|
|
254
|
|
|
238
|
|
|
268
|
|
|
258
|
|
|||||
Interest expense
|
|
90
|
|
|
100
|
|
|
99
|
|
|
111
|
|
|
61
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges
|
|
340
|
|
|
354
|
|
|
337
|
|
|
379
|
|
|
319
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings available for fixed charges
|
|
$
|
1,727
|
|
|
$
|
1,437
|
|
|
$
|
341
|
|
|
$
|
2,461
|
|
|
$
|
2,496
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
5.08
|
|
|
4.06
|
|
|
1.01
|
|
|
6.49
|
|
|
7.82
|
|
|
|
State or Other Jurisdiction of Incorporation or Organization
|
BBC Insurance Agency Inc.
|
|
Minnesota
|
BBC Investment Co.
|
|
Nevada
|
BBY Networks, Inc.
|
|
Minnesota
|
BBC Property Co.
|
|
Minnesota
|
Best Buy Stores, L.P. (1)
|
|
Virginia
|
BBY Services, Inc.
|
|
Delaware
|
BestBuy.com, LLC
|
|
Virginia
|
Best Buy Connect, LLC
|
|
Delaware
|
Best Buy Gov, LLC
|
|
Delaware
|
Best Buy Leasing, LLC (2)
|
|
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 (3)
|
|
Washington
|
Pacific Sales Kitchen and Bath Centers, LLC (4)
|
|
California
|
ProTheo III, 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
|
BBY Solutions, Inc.
|
|
Minnesota
|
Best Buy Asia Pacific Regional Holdings Limited
|
|
Hong Kong
|
Best Buy Canada Ltd. / Magasins Best Buy LTEE (5)
|
|
Canada+
|
6349021 Canada Ltd.
|
|
Canada+
|
FutureGard Reinsurance Ltd.
|
|
Turks and Caicos
|
Best Buy China Ltd.
|
|
Bermuda
|
Best Buy Holdings B.V.
|
|
Netherlands
|
Best Buy Purchasing LLC (6)
|
|
Minnesota
|
Partsearch Technologies, Inc. (7)
|
|
Delaware
|
ProTheo, Inc.
|
|
Delaware
|
ProTheo II, LLC
|
|
Delaware
|
Best Buy, LLP
|
|
United Kingdom
|
ProTheo IV, LLC
|
|
Delaware
|
ProTheo V, LLC
|
|
Delaware
|
Best Buy Distributions Limited
|
|
United Kingdom
|
New CPWM Limited
|
|
United Kingdom
|
CPW Mobile Limited
|
|
United Kingdom
|
CPWCO 16 Limited
|
|
United Kingdom
|
Oval (2248) Limited
|
|
United Kingdom
|
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 Business & Commerce 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 Customer Service Co., Ltd
|
|
China
|
Global Connect China%
|
|
China
|
Best Buy Mobile (Nanjing) Management Consulting Co., Ltd.
|
|
China
|
CCL Insurance Company
|
|
Vermont
|
CP Gal Richfield, LLC
|
|
Delaware
|
Project Carve, LLC
|
|
Delaware
|
Project Jaguar, Inc.
|
|
Delaware
|
Retspan, LLC
|
|
Delaware
|
Retspan Deutschland GmbH
|
|
Germany
|
Talkback, Inc.
|
|
Washington
|
*
|
Indirect subsidiaries are indicated by indentation.
|
#
|
We own 60% of this entity
|
+
|
Federally chartered
|
%
|
China Business Trust
|
(1)
|
Geek Squad, 2nd Turn, Magnolia Home Theater, FutureShop, Best Buy Mobile, Best Buy Express, DealTree, TechLiquidators, Cowboom, Best Buy On, Warehouse B, BestBuy.com
|
(2)
|
Best Buy Simplicity
|
(3)
|
Magnolia, Magnolia Audio Video, Magnolia Design Center
|
(4)
|
Pacific Sales, Kitchen, Bath & Electronics; Pacific Kitchen & Home; Pacific Sales; Pacific Sales, Kitchen & Home
|
(5)
|
Best Buy, Best Buy Mobile, Cellshop, Cinemanow, Connectpro, Future Shop, The Future Shop, Future Shop Liquidation, Geek Squad, Reclaim
|
(6)
|
Cowboom, Dynex
|
(7)
|
Andrews Electronics
|
Date:
|
March 31, 2015
|
/s/ Hubert Joly
|
|
|
Hubert Joly
|
|
|
President and Chief Executive Officer
|
Date:
|
March 31, 2015
|
/s/ Sharon L. McCollam
|
|
|
Sharon L. McCollam
|
|
|
Chief Administrative Officer and Chief Financial Officer
|
Date:
|
March 31, 2015
|
/s/ Hubert Joly
|
|
|
Hubert Joly
|
|
|
President and Chief Executive Officer
|
Date:
|
March 31, 2015
|
/s/ Sharon L. McCollam
|
|
|
Sharon L. McCollam
|
|
|
Chief Administrative Officer and Chief Financial Officer
|