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United States Securities and Exchange Commission Form UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 1, 2003 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1−9595 BEST BUY CO., INC. (Exact name of Registrant as specified in its charter) Minnesota 41−0907483 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7601 Penn Avenue South Richfield, Minnesota 55423 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 612−291−1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $.10 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b−2 of the Act). Yes No The aggregate market value of voting and non−voting common equity held by non−affiliates of the Registrant on August 30, 2002, was approximately $5.615 billion, based on the closing price on such date of $21.20 per share of the Registrant’s Common Stock, as reported on the New York Stock Exchange−Composite Index. (For purposes of this calculation all of the Registrant’s directors and executive officers are deemed affiliates of the Registrant). As of May 2, 2003, the Registrant had 322,243,258 shares of its Common Stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Annual Report to Shareholders for the year ended March 1, 2003 (“Annual Report”), are incorporated by reference into Parts I and II. The Annual Report is Exhibit 13.1 to this report. Portions of the Registrant’s Definitive Proxy Statement dated May 20, 2003, for the regular meeting of shareholders to be held on June 24, 2003 (“Proxy Statement”), are incorporated by reference into Parts II and III. Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward–looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this annual report are forward–looking statements and may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend” and “potential.” Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our actual results to differ materially from the anticipated results expressed in such forward–looking statements, including, among other things, general economic conditions, acquisitions and development of new businesses, product availability, sales volumes, profit margins, weather, foreign currency fluctuation, availability of suitable real estate locations, and the impact of labor markets and new product introductions on our overall profitability. Readers should review our Current Report on Form 8−K filed with the Securities and Exchange Commission (“SEC”) on January 10, 2003, that describes additional important factors that could cause actual results to differ materially from those contemplated by the forward−looking statements made in this Annual Report on Form 10−K. 2 TABLE OF CONTENTS PART I Item 1. Business. Item 2. Properties. Item 3. Legal Proceedings. Item 4. Submission of Matters to a Vote of Security Holders. PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters. Item 6. Selected Financial Data. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. PART III Item 10. Directors and Executive Officers of the Registrant. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions. Item 14. Controls and Procedures. PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8−K. SIGNATURES CERTIFICATIONS Exhibit Index: Exhibit 3.1 Exhibit 4.1 Exhibit 4.2 Exhibit 4.3 Exhibit 10.2 Exhibit 10.4 Exhibit 10.6 Exhibit 10.7 Exhibit 12.1 Exhibit 13.1 Exhibit 21.1 Exhibit 23.1 Exhibit 99.1 Exhibit 99.2 3 PART I Item 1. Business. Overview History We are a specialty retailer of consumer electronics, home−office equipment, entertainment software and appliances with revenue from continuing operations of $20.9 billion for our fiscal year ended March 1, 2003. We operate retail stores and commercial Web sites as part of continuing operations under the brand names Best Buy (BestBuy.com), Future Shop (FutureShop.ca) and Magnolia Hi−Fi (MagnoliaHiFi.com). We began in 1966 as an audio components retailer, and with the introduction of the videocassette recorder in the early 1980’s, expanded into video products. In 1983, we revised our marketing strategy and began using mass−merchandising techniques, which included offering a wider variety of products and operating stores under a “superstore” concept. In 1989, we dramatically changed our method of retailing by introducing a self−service, noncommissioned, discount–style store concept designed to give the customer more control over the purchasing process. In fiscal 2000, we introduced a small–market Best Buy store concept that offers merchandise in the same product categories as larger stores, with a product assortment tailored to each respective community. The Best Buy store concept has evolved to include more interactive displays and, for certain products, a higher level of customer service, with the latest version designed to increase labor efficiency and to improve merchandising. In fiscal 2004, we plan to enhance our store formats and customize product offerings to meet the needs of customers in different markets. This plan is consistent with customer centricity, one of the four key strategic priorities we formalized in fiscal 2003. In fiscal 2000, we established Best Buy stores’ online shopping site, BestBuy.com. Our clicks−and−mortar strategy is designed to empower consumers to research and purchase products seamlessly either online or in retail stores. The online site offers products in all of Best Buy stores’ principal product categories. In fiscal 2004, we expect to unveil a Web site with enhanced features including the ability to offer online consumers an even broader product assortment than we carry in Best Buy stores. Acquisitions In the fourth quarter of fiscal 2001, we acquired the common stock of Magnolia Hi−Fi, Inc. (Magnolia Hi−Fi) for $88 million in cash, including transaction costs. Magnolia Hi−Fi is a Seattle−based, high−end retailer of audio and video products that operated 19 stores in Washington, Oregon and California as of March 1, 2003. We acquired Magnolia Hi−Fi to access new customers. In the third quarter of fiscal 2002, we acquired all of the common stock of Future Shop Ltd. (Future Shop) for $368 million, net of cash acquired, including transaction costs. Future Shop, which operated 104 stores as of March 1, 2003, is Canada’s largest consumer electronics retailer and offers product categories similar to that of Best Buy stores. We acquired Future Shop to further our expansion plans, leverage our expertise in consumer electronics retailing and increase shareholder value. The acquisition marked our initial expansion into international operations. In the third quarter of fiscal 2003, we acquired all of the common stock of Geek Squad, Inc. (Geek Squad) for approximately $3 million, net of cash acquired, including transaction costs. Geek Squad provides residential consumer computer support. We acquired Geek Squad to further our plans of providing technology support services to customers. Additional information regarding our acquisitions is included in note 3 of the Notes to Consolidated Financial Statements on page 54 of our Annual Report, contained in Exhibit 13.1 to this report, and is incorporated herein by reference. In fiscal 2003, we put on hold any major acquisitions or expansion beyond North America to focus on our core business. Discontinued Operations In addition to the acquisitions described above, in the fourth quarter of fiscal 2001, we acquired the common stock of Musicland Stores Corporation (Musicland) for $425 million, including transaction costs, plus long−term debt valued at $271 million. Musicland is primarily a mall−based national retailer of movies, prerecorded music and other entertainment−related products. At the end of fiscal 2003, Musicland operated 1,195 retail stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico, and commercial Web sites under the brand names Media Play (MediaPlay.com), Sam Goody (SamGoody.com) and Suncoast (Suncoast.com).
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