<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the quarterly period ended May 29, 1999
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 of Incorporation) (IRS Employer Identification
Number)
7075 Flying Cloud Drive 55344
Eden Prairie, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (612)947-2000
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 X NO
--- ---
At May 29, 1999, there were 203,806,000 shares of common stock, $.10 par value,
outstanding.
<PAGE>
BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED MAY 29, 1999
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements:
a) Consolidated balance sheets as of 3-4
May 29, 1999, February 27, 1999 and
May 30, 1998
b) Consolidated statements of earnings 4
for the three months ended May 29, 1999 and May 30, 1998
c) Consolidated statement of changes in 4
shareholders' equity for the three months
ended May 29, 1999
d) Consolidated statements of cash flows 4
for the three months ended May 29, 1999 and May 30, 1998
e) Notes to consolidated financial statements 8-4
Item 2. Management's Discussion and Analysis of 10-13
Financial Condition and Results of Operations
Item 3: Quantitative and Qualitative Disclosures 13
About Market Risk
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
BEST BUY CO., INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
($ in 000)
<TABLE>
<CAPTION>
May 29, February 27, May 30,
1999 1999 1998
(Unaudited) (Unaudited)
------------ ------------ --------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 510,883 $ 785,777 $ 397,298
Receivables 145,699 132,401 75,563
Recoverable costs from developed
properties 84,258 73,956 25,917
Merchandise inventories 1,111,396 1,046,366 1,101,144
Other current assets 25,233 24,591 29,787
------------- ------------ ------------
Total current assets 1,877,469 2,063,091 1,629,709
PROPERTY AND EQUIPMENT:
Land and buildings 24,524 23,158 21,200
Leasehold improvements 177,805 174,495 161,797
Furniture, fixtures and equipment 537,611 505,232 380,907
Property under capital leases 29,079 29,079 29,079
------------- ------------ ------------
769,019 731,964 592,983
Less accumulated depreciation and
amortization 331,632 308,324 265,345
------------- ------------ ------------
Net property and equipment 437,387 423,640 327,638
OTHER ASSETS 28,984 25,762 9,948
------------- ------------ ------------
TOTAL ASSETS $2,343,840 $2,512,493 $1,967,295
============= ============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
BEST BUY CO., INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
($ in 000)
<TABLE>
<CAPTION>
May 29, February 27, May 30,
1999 1999 1998
(Unaudited) (Unaudited)
CURRENT LIABILITIES: ------------ ------------- -----------
<S> <C> <C> <C>
Accounts payable $ 867,329 $1,011,746 $703,301
Accrued compensation and related expenses 53,834 86,667 40,702
Accrued liabilities 225,931 211,555 164,074
Income taxes payable 10,682 46,851 -
Current portion of long-term debt 29,191 30,088 14,390
------------ ------------ -----------
Total current liabilities 1,186,967 1,386,907 922,467
LONG-TERM LIABILITIES 39,356 30,943 26,187
LONG-TERM DEBT 28,402 30,509 207,247
CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY
- - 671
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized - 400,000 shares;
Issued and outstanding - none - - -
Common stock, $.10 par value:
Authorized - 400,000,000 shares;
Issued and outstanding 203,806,000
203,621,000, and 200,619,000 shares,
respectively 20,380 10,181 10,031
Additional paid-in capital 509,884 542,377 497,828
Retained earnings 558,851 511,576 302,864
------------- ------------ -----------
Total shareholders' equity 1,089,115 1,064,134 810,723
------------- ------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,343,840 $2,512,493 $1,967,295
============= ============ ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
BEST BUY CO., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
($ in 000, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
May 29, May 30,
1999 1998
------------ ------------
<S> <C> <C>
Revenues $2,386,188 $1,943,664
Cost of goods sold 1,923,429 1,589,445
------------ ------------
Gross profit 462,759 354,219
Selling, general and administrative
expenses 390,301 326,154
------------ ------------
Operating income 72,458 28,065
Net interest income (expense) 4,413 (2,495)
------------ ------------
Earnings before income tax expense 76,871 25,570
Income tax expense 29,596 9,845
------------ ------------
Net earnings $ 47,275 $ 15,725
============ ============
Basic earnings per share $ .23 $ .08
Diluted earnings per share $ .22 $ .08
Basic weighted average common
shares outstanding (000's) 204,034 191,571
Diluted weighted average common
shares outstanding (000's) 213,279 199,781
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
BEST BUY CO., INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MAY 29, 1999
($ in 000)
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common paid-in Retained
stock capital earnings
-------- ---------- --------
<S> <C> <C> <C>
Balance, February 27, 1999 $ 10,181 $542,377 $511,576
Stock options exercised 119 9,243 -
Tax benefit from stock options exercised - 20,782 -
Two-for-one stock split 10,190 (10,190) -
Repurchase of common stock (110) (52,328) -
Net earnings, three months ended
May 29, 1999 - - 47,275
------------- ------------- ------------
Balance, May 29, 1999 $ 20,380 $509,884 $558,851
============ ============= ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
BEST BUY CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in 000)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
May 29, May 30,
1999 1998
----------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 47,275 $ 15,725
Depreciation, amortization and other non-cash charges 23,638 17,604
----------- ----------
70,913 33,329
Changes in operating assets and liabilities:
Receivables (13,298) 20,139
Merchandise inventories (65,030) (40,356)
Other current assets (642) 4,342
Accounts payable (144,417) (59,350)
Other liabilities (10,543) (25,439)
Income taxes payable (15,387) (24,608)
----------- ----------
Total cash used in operating activities (178,404) (91,943)
----------- ----------
INVESTING ACTIVITIES:
Additions to property and equipment (36,937) (12,084)
Increase in recoverable costs from developed properties (10,302) (17,702)
Increase in other assets (2,949) (3,580)
----------- ----------
Total cash used in investing activities (50,188) (33,366)
----------- ----------
FINANCING ACTIVITIES:
Repurchase of common stock (52,438) -
Common stock issued 9,140 6,165
Long-term debt payments (3,004) (3,685)
----------- ----------
Total cash (used in) provided by financing activities (46,302) 2,480
----------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (274,894) (122,829)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 785,777 520,127
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $510,883 $397,298
=========== ==========
</TABLE>
Amounts in this statement are presented on a cash basis and therefore may
differ from those shown in other sections of this quarterly report.
Supplemental cash flow information:
<TABLE>
<CAPTION>
Cash paid during the period for:
<S> <C> <C>
Interest $ 1,328 $ 9,443
Income taxes $ 44,048 $28,891
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
BEST BUY CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The consolidated balance sheets as of May 29, 1999, and May 30,
1998, the related consolidated statements of earnings and cash flows
for the three months then ended and the consolidated statement of
changes in shareholders' equity for the three months ended May 29,
1999, are unaudited; in the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have
been included and were normal and recurring in nature. The Company's
business is seasonal in nature and interim results are not
necessarily indicative of results for a full year. These interim
financial statements and the related notes should be read in
conjunction with the financial statements and notes included in the
Company's Annual Report to Shareholders for the fiscal year ended
February 27, 1999, and incorporated by reference into the Company's
10-K. Certain prior year amounts have been reclassified to conform
to current year presentation.
2. INCOME TAXES:
Income taxes are provided on an interim basis based upon management's
estimate of the annual effective tax rate.
3. EARNINGS PER SHARE:
The following table presents a reconciliation of the numerators and
denominators of basic and diluted earnings per common share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
May 29, May 30,
1999 1998
---- ----
<S> <C> <C>
Numerator (000's):
Net earnings $47,275 $15,725
======== =======
Denominator (000's):
Weighted average common shares outstanding 204,034 191,571
Dilutive effect of employee stock options 9,245 8,210
-------- --------
Weighted average common shares outstanding assuming dilution 213,279 199,781
======== ========
Basic earnings per share $ .23 $ .08
Diluted earnings per share $ .22 $ .08
</TABLE>
In March 1999, the Company effected a two-for-one stock split in the
form of a stock dividend. All common share and per share information
reflects the stock split.
4. RETIREMENT OF DEBT:
On October 5, 1998, the Company redeemed its $150 million, 8 5/8%
Senior Subordinated Notes due 2000, at 102.5% of their par value. In
addition, in April 1998, over 99% of the Company's 6.5% Convertible
Monthly Income Preferred Securities were converted into approximately
20.4 million shares of common stock, increasing shareholders' equity by
over $222 million net of $6.8 million in deferred offering costs. The
remaining outstanding preferred securities were redeemed for cash of
$671,000.
8
<PAGE>
5. SHARE REPURCHASE PROGRAM:
In October 1998, the Company's Board of Directors approved the purchase
of up to $100 million of the Company's common stock from time to time
through open market purchases over the following twelve months. As of
May 29, 1999, 1.1 million shares have been purchased at a cost of
approximately $55 million.
9
<PAGE>
BEST BUY CO., INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net earnings for the first quarter of fiscal 2000 were a record $47.3 million,
or $.22 per share on a diluted basis, compared to $15.7 million, or $.08 per
share, for the comparable period last year. Strong consumer spending and market
share gains combined with continued improvement in gross profit margins were the
principal factors generating the record results. In addition, earnings of over
$250 million in the past four quarters, the retirement of over $380 million in
debt in fiscal 1999 and improved inventory management strengthened the Company's
balance sheet and reduced net interest by $6.9 million compared to the first
quarter one year ago.
Revenues in the first quarter increased 23% to $2.386 billion compared to $1.944
billion in the first quarter last year. A comparable store sales increase of
13.3% on top of 15.3% for the first quarter last year and the operation of 24
net additional stores drove the increase in revenues. The comparable store sales
increase was the sixth consecutive quarter of sales gains in excess of 10%.
Improved store execution, better in-stock levels and more effective advertising
allowed the Company to capitalize on the continued strength in its retail sector
and achieve market share gains. Each of the Company's major product categories
generated double-digit comparable store sales increases.
As of May 29,1999, the Company operated 313 stores compared to 289 stores one
year ago. In the first quarter, the Company opened three of the approximately 45
new stores planned for fiscal 2000. New stores opened in the quarter included
one store each in Reno, Nevada; Ft. Worth, Texas; and Sacramento, California.
The Company also closed one store during the quarter. Of the remaining stores
scheduled to open in fiscal 2000, 20 are expected to open during the second
quarter, including entry into the new major markets of San Francisco, California
and Jacksonville, Florida. Included in the total number of fiscal 2000 new store
openings are about six new, small market format stores of approximately 30,000
square feet.
In the home office category, unit volume sales of personal computers increased
significantly as compared to one year ago as average selling prices declined
approximately 20% and the popularity of the Internet increased demand. The
stronger unit volumes contributed to increased sales of the higher margin
products and services that accompany the sales of personal computers.
Sales of analog video products such as televisions benefited from lower
average selling prices and drove the sales increase in the consumer electronics
category. Rapid acceptance of digital technology, such as DVD, digital
camcorders and Digital Broadcast Satellite also contributed to the sales
increase. Sales of DVD players continue to exceed industry expectations and the
Company continues to effectively capitalize on the popularity of this new
product.
Increased sales of entertainment software, which includes music and movies,
computer software and video games were fueled by new releases from popular
artists. In addition, the release of new DVD titles coupled with the increasing
base of installed DVD players further drove the sales increases in this
category. By year-end, the Company expects to offer over 2,000 DVD movie titles.
The appliance category continued to perform better than the industry as a whole.
Strong new housing starts and a strengthened product assortment, including the
addition of the Whirlpool line in the second quarter of last year, contributed
to the gains in this category in the first quarter.
10
<PAGE>
Retail store sales mix by major product category for the first quarter of the
current and prior fiscal years was as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
MAY 29, 1999 MAY 30, 1998
------------ ------------
<S> <C> <C>
Home Office 37% 37%
Consumer Electronics
Video 16 15
Audio 11 11
Entertainment Software 18 19
Appliances 9 9
Other 9 9
---- ----
Total 100% 100%
==== ====
</TABLE>
Gross profit margins improved significantly in the first quarter of fiscal 2000
to 19.4% of sales compared to 18.2% of sales in the first quarter of fiscal
1999. This improvement reflects the continuing benefit from the Company's
marketing initiatives including improved inventory management, more effective
advertising, and more profitable assortments within product categories. Also,
the increase in sales of higher margin performance service plans in the first
quarter to 4.1% of sales from 3.7% of sales last year contributed to the
increased gross profit margin.
Selling, general and administrative expenses (SG&A) decreased to 16.4% of sales
in the quarter, compared to 16.8% of sales in the first quarter last year. The
improvement was due to leverage on operating expenses, in particular overhead
and net advertising costs, resulting from the strong sales gains. SG&A as a
percent of sales declined while the Company continued to invest in initiatives
to improve business processes and operating performance. The year over year
increase in SG&A spending was due principally to payroll-related expenses to
support the Company's growth and strategic initiatives as well as increased
retail store compensation due to the competitive labor market and continuing
efforts to build a higher caliber staff. The Company's ability to report a 3%
operating margin in the lowest volume quarter illustrates the return being
generated by its investment in strategic initiatives. SG&A as a percent of gross
margin fell to 84% from 92% in the first quarter of the prior year as gross
margin gains continue to fund the Company's initiatives.
Net interest income was $4.4 million in the first quarter compared to net
interest expense of $2.5 million in the same period last year. The
improvement was primarily due to the conversion of the Company's 6.5%
Convertible Monthly Income Preferred Securities into equity in the first
quarter of fiscal 1999 and the early redemption of the Company's $150 million
8 5/8% Senior Subordinated Notes in the third quarter of fiscal
1999. Interest earned on higher cash balances resulting from faster inventory
turns and earnings over the past four quarters in excess of $250 million also
contributed to the improvement.
The Company's effective income tax rate for the first quarter was 38.5%,
unchanged from the same quarter a year ago. The Company's effective tax rate
could be impacted by changes in the taxability of investment income and state
income tax rates.
FINANCIAL CONDITION
Working capital of $691 million at May 29,1999, was essentially unchanged from a
year ago even after the early redemption of the Notes in the third quarter of
fiscal 1999 and the acceleration of the Company's expansion plans which are
being funded through operations. Cash and cash equivalents increased by $114
million as a result of improved inventory management and profitability
improvements over the past four quarters. Merchandise inventories were
essentially unchanged compared to last year, even with the net addition of 24
stores, as inventory turns approached seven times. The Company's net investment
in inventory, inventory net of accounts payable, improved by approximately $150
million compared to last year's first quarter as a result of the faster
inventory turns. The Company's cash position and net investment in inventory is
impacted by the timing of payments to vendors and can vary significantly.
Receivables increased by $70 million due primarily to higher business volumes as
compared to last year's first quarter. The receivable balance was relatively
unchanged from fiscal 1999 year-end. Recoverable costs from developed properties
increased by $58 million due to development of new stores and a new distribution
center which opened in May 1999. Accounts payable increased as compared to year
ago levels as a result of the higher business volume. Accruals for payroll
related liabilities increased as compared to
11
<PAGE>
last year's first quarter consistent with an expanding employee base needed
to support the Company's growth. Other accrued liabilities increased as a
result of outside services fees, the generally higher levels of business
activity and increased income taxes due to the significant increase in
earnings as compared to last year.
Capital spending in the first quarter of fiscal 2000 was $37 million compared to
$12 million for the first quarter of fiscal 1999 as the Company invested in the
stores scheduled to open in fiscal 2000. The majority of the stores to be opened
in fiscal 2000 will incorporate the features of the Company's Concept IV store
format. This format utilizes the 45,000 square foot prototype, features improved
merchandising, signage and customer service and is expected to better address
consumers needs as the industry progresses into new digital products. Also,
during the quarter, the Company completed and opened a new distribution center
in Dinuba, CA, which replaced a leased facility in Ontario, CA. Additionally,
the Company continued its investment in new systems and technology to better
position the Company for continued growth and generate improvements in its
existing businesses.
Management expects total capital spending for fiscal 2000 to be approximately
$400 million, exclusive of amounts to be recovered through subsequent sales and
leasebacks, to support the Company's plans to open approximately 45 new stores
and remodel or relocate approximately 20 stores. The Company also continues to
invest in information systems to support the development of its e-commerce
business and improve its Services division.
In October 1998, the Company's Board of Directors authorized the purchase of up
to $100 million of the Company's common stock during the ensuing 12 months.
Through May 29, 1999, 1.1 million shares had been purchased at a cost of $55
million. The Company expects to complete the repurchase program in the next four
months.
In May 1998, the Company entered into an unsecured $220 million revolving credit
facility, replacing the $365 million facility that was scheduled to mature in
June 1998. The Company was able to reduce the size of the facility due to
improved operating performance and better inventory management. The current
facility is scheduled to mature on June 30, 2000 and can be extended for one
year if certain conditions are met. Management is currently negotiating to
reduce the facility to $100 million and extend the terms for an additional one
to two years. The modification of the facility is also expected to make certain
financial covenants less restrictive thereby providing the Company with
additional flexibility.
Management believes that funds from the expected results of operations and
available cash and cash equivalents will be sufficient to support the Company's
anticipated expansion plans and strategic initiatives for the next year. The
revolving credit facility and the Company's inventory financing program are also
available for additional working capital needs or opportunities.
Year 2000 Readiness
The Company understands the material nature of the business issues surrounding
computer processing of dates into and beyond the year 2000 (Y2K). Any computer
program or computer chip-controlled device could harbor a Y2K processing issue.
Typically, Y2K issues arise from systems or software processing only two digits
representing a year. The absence of century digits (e.g., "19" for years
1900-1999, or "20" for years beginning in 2000) usually leads to false results
from computer-controlled systems.
The Company recognized that Y2K issues existed within its computer programs and
computer chip-controlled devices and has taken corrective action. The Company's
actions to address Y2K issues began with the selection of a nationally
recognized, experienced computer hardware and consulting firm to assist in both
identifying and resolving these issues. The Company developed specific and
detailed plans to correct Y2K issues and management believes the Company has
made significant progress to date.
The majority of the Company's business processing applications operate on
mainframe computer systems. Over five million lines of computer programming were
scanned and analyzed to identify Y2K issues in these systems. To date, the
Company has replaced approximately 95% of its existing computer code for these
Y2K issues with corrective programming logic. Corrected logic was tested as
changes were made. This portion of the Company's plan was completed in fiscal
1999 at a total cost of approximately $9 million in outside professional fees.
In addition, the Company has dedicated a staff of its internal resources to
address Y2K issues. Although the change
12
<PAGE>
to the calendar year 2000 is responsible for the majority of the Y2K issues,
the Company's systems are fully functional in its current fiscal year 2000,
which began February 28, 1999.
The Company is also replacing or installing certain computer hardware and
software which will address new business applications, as well as Y2K issues.
The timing of some of these projects has been accelerated to meet Y2K
compliance. The Company expects to fund both the capital and expensed elements
of resolving Y2K issues through funds generated from operations.
In addition to the mainframe system Y2K issues, the Company has substantially
completed efforts to identify non-mainframe computer system Y2K issues and other
potential Y2K issues. These issues include the Company's communication systems
and operating systems at and between the Company's locations and support
facilities. The Company has corresponded with its business partners, including
merchandise suppliers and service providers to assess their ability to support
the Company's operations with respect to their individual Y2K issues. These
issues include data exchange with the Company, as well as the partners'
production and shipping processes. The issues that were identified as part of
this process have been prioritized in order of significance to the Company's
operations and corrective action is being taken as appropriate. This portion of
the Company's plan is expected to be completed at a total cost of approximately
$8 million, of which the majority will be incurred in fiscal 2000.
The Company generally believes that the vendors that supply products to the
Company for resale are responsible for the Y2K functionality of those products.
However, should product failures occur, the Company may be required to address
the administrative aspects of those failures such as handling product returns or
repairs.
While the Company believes that it is pursuing the appropriate courses of action
to ensure Y2K readiness, there can be no assurance that the objective will be
achieved either internally or as it relates to business partners. Also, the
Company can provide no assurance regarding potential impact on consumer spending
that may result from concerns regarding the Y2K functionality of products. For
the Y2K issues which, if not timely resolved, could have a significant impact on
the Company's operations, the Company is continuing to develop contingency plans
to minimize the impact of failure to achieve Y2K compliance. The Company has
also devoted significant attention to planning for what could be the result of
the most adverse consequence of Y2K issues. Management believes that adequate
contingency plans are being developed to minimize the financial impact to the
Company.
SAFE HARBOR PROVISIONS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 (THE "1995 ACT")
The Private Securities Litigation Reform Act of 1995 provides 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 Quarterly Report on Form 10-Q 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 the current view of the Company with respect to future events
and are subject to certain risks, uncertainties and assumptions. A variety of
factors could cause the Company's actual results to differ materially from the
anticipated results expressed in such forward-looking statements, including,
among other things, general economic conditions, sales volumes, profit margins,
the Company's and its suppliers' Year 2000 readiness, and the impact of labor
markets and new product introductions on the Company's overall profitability.
Readers are encouraged to review the Company's Current Report on Form 8-K filed
on May 15, 1998, that describes additional important factors that could cause
actual results to differ materially from those contemplated by the statements
made herein.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's operations are not currently subject to market risks for
interest rates, foreign currency rates, commodity prices or other market
price risks of a material nature.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
a. Exhibits: METHOD OF FILING
10.1 1997 Employee Non-Qualified Stock Filed herewith
Option Plan, 1999 Amendment and
Restatement
10.2 1997 Directors' Non-Qualified Stock Filed herewith
Option Plan, 1999 Amendment and
Restatement
10.3 1994 Full-Time Employee Non-Qualified Filed herewith
Stock Option Plan, 1999 Amendment and
Restatement
27.1 Financial Data Schedule Filed herewith
b. Reports on Form 8-K:
None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BEST BUY CO., INC.
(Registrant)
Date: July 6, 1999 By: /s/ ALLEN U. LENZMEIER
----------------------------------
Allen U. Lenzmeier, Executive Vice
President & Chief Financial Officer
(principal financial officer)
By: /s/ ROBERT C. FOX
----------------------------------
Robert C. Fox, Senior Vice President-
Finance & Treasurer (principal
accounting officer)
15
<PAGE>
BEST BUY CO., INC.
1997
EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN
1999 AMENDMENT AND RESTATEMENT
A. PURPOSE.
The purpose of this Employee Non-Qualified Stock Option Plan
("Plan") is to further the growth and general prosperity of Best Buy Co.,
Inc. (the "Company"), and its directly and indirectly wholly-owned
subsidiaries (collectively, the "Companies") by enabling current key
employees of the Companies, who have been or will be given responsibility for
the administration of the affairs of the Companies and upon whose judgment,
initiative and effort the Companies were or are largely dependent for the
successful conduct of their business, to acquire shares of the common stock
of the Company under the terms and conditions and in the manner contemplated
by this Plan, thereby increasing their personal involvement in the Companies
and enabling the Companies to obtain and retain the services of such
employees. Options granted under the Plan are intended to be options which do
not meet the requirements of Section 422A of the Internal Revenue Code of
1986, as amended (the "Code").
B. ADMINISTRATION.
This Plan shall be administered by the Compensation and Human
Resources Committee (the "Committee") of the Company's Board of Directors
(the "Board"). Options may not be granted to any person while serving on the
Committee unless approved by a majority of the disinterested members of the
Board. Subject to such orders and resolutions not inconsistent with the
provisions of this Plan as may from time to time be issued or adopted by the
Board, the Committee shall have full power and authority to interpret the
Plan and, to the extent contemplated herein, shall exercise the discretion
granted to it regarding participation in the Plan and the number of shares to
be optioned and sold to each participant.
All decisions, determinations and selections made by the Committee
pursuant to the provisions of the Plan and applicable orders and resolutions
of the Board shall be final. Each option granted shall be evidenced by a
written agreement containing such terms and conditions as may be approved by
the Committee and which shall not be inconsistent with the Plan and the
orders and resolutions of the Board with respect thereto.
C. ELIGIBILITY AND PARTICIPATION.
Options may be granted under the Plan to (i) key executive
personnel, including officers, senior management employees and members of the
Board who are employees of any of the Companies; (ii) staff employees,
including managers, supervisors, and their functional equivalents for:
warehousing, service, merchandising, leaseholds, installation, and finance
and administration; (iii) line management employees, including retail store
and field managers, supervisors and their functional equivalents; and (iv)
any employee having served the Companies continuously for a period of not
less
<PAGE>
than ten (10) years. The Committee shall grant to such participants options
to purchase shares in such amounts as the Committee shall from time to time
determine.
D. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section E. herein, an aggregate
of 40,000,000 shares of $0.10 par value common stock of the Company shall be
subject to this Plan from authorized but unissued shares of the Company. Such
number and kind of shares shall be appropriately adjusted in the event of any
one or more stock splits, reverse stock splits or stock dividends hereafter
paid or declared with respect to such stock. If, prior to the termination of
the Plan, shares issued pursuant hereto shall have been repurchased by the
Company pursuant to this Plan, such repurchased shares shall again become
available for issuance under the Plan.
Any shares which, after the effective date of this Plan, shall
become subject to valid outstanding options under this Plan may, to the
extent of the release of any such shares from option by termination or
expiration of option(s) without valid exercise, be made the subject of
additional options under this Plan.
E. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event of a merger, consolidation, reorganization, stock
dividend, stock split, or other change in corporate structure or
capitalization affecting the common stock of the Company, an appropriate
adjustment may be made in the number and kind of shares subject to and the
exercise prices of options granted under the Plan as determined by the
Committee.
F. TERMS AND CONDITIONS OF OPTIONS.
The Committee shall have the power, subject to the limitations
contained in this Plan, to prescribe any terms and conditions in respect of
the granting or exercise of any option under this Plan and, in particular,
shall prescribe the following terms and conditions:
(1) Each option shall state the number of shares to which it
pertains.
(2) The price at which shares shall be sold to participants
hereunder (the "Exercise Price") shall be the Fair Market Value of the
Company's common stock on the date of grant. Payment of the Exercise
Price shall be made (a) if payment is made by check payable to the
Company, at the time the shares are sold hereunder, or (b) if payment
is made pursuant to an irrevocable election to surrender outstanding
shares of common stock of the Company which have a Fair Market Value on
the date of surrender equal to the Exercise Price of the shares as to
which the option is being exercised, no later than the settlement date
for the shares sold in the market to cover the Exercise Price, or (c)
by a combination thereof, UNLESS an option is exercised in connection
with a deferral election pursuant to the Deferred Compensation Plan,
defined below, in which case payment of the Exercise Price shall be
made as provided in Section N herein.
2
<PAGE>
(3) The vested portion of an option shall be exercisable in
whole or in part with respect to the shares included therein until the
earlier of (a) the close of business on the tenth day prior to the
proposed effective date of (i) any merger or consolidation of the
Company with any other corporation or entity as a result of which the
holders of the common stock of the Company will own less than a
majority voting control of the surviving corporation; (ii) any sale of
substantially all of the assets of the Companies or (iii) any sale of
common stock of the Company to a person not a shareholder on the date
of issuance of the option who thereby acquires majority voting control
of the Company, subject to any such transaction actually being
consummated, or (b) the close of business on the date ten (10) years
after the date the option was granted. The Company shall give written
notice to the optionee not less than 30 days prior to the proposed
effective date of any of the transactions described in (a) above.
(4) Except in the event of disability, death or normal
retirement, an option shall be exercisable with respect to the shares
included therein not earlier than the date one (1) year following the
date of grant of the option, nor later than the date ten (10) years
following the date of grant of the option; provided, however, that
during the second through fourth years following the date of grant, the
optionee may exercise such optionee's right to acquire only twenty-five
percent (25%) of the shares subject to such option together with any
shares that the optionee had previously been able to acquire; and
provided further, however, that in the event of a change in status of
an employee from full-time or part-time to occasional/seasonal, such
employee shall continue to have the right to exercise an option
following such change in status but only to the extent of the shares
available for acquisition on the date of such change in status (the
"Change in Status Date").
(5) Except as in the event of disability, death or normal
retirement, an option may be exercised only by the optionee while such
optionee is, and has continually been, since the date of the grant of
the option, an employee of any of the Companies; provided, however,
that a former employee shall continue to have the right to exercise an
option for a period of thirty (30) days following such termination to
the extent of the shares available for acquisition on the date of such
former employee's termination but in no event later than the date ten
(10) years after the date of grant of such option. If the continuous
employment of an optionee terminates by reason of disability, death or
normal retirement, an option granted hereunder held by the disabled,
deceased or retired employee may be exercised to the extent of all
shares subject to the option (or, with respect to a disabled, deceased
or retired occasional/seasonal employee, to the extent of the shares
available for acquisition on the Change in Status Date) within one (1)
year following the date of disability or death or five (5) years
following the date of normal retirement, but in no event later than ten
(10) years after the date of grant of such option, by the disabled or
retired employee or the person or persons to whom the deceased
employee's rights under such option shall have passed by will or by the
applicable laws of descent and distribution. For purposes of this Plan
only, (a) an employee shall be deemed "disabled" if the employee is
unable to perform his or her usual duties for the Companies as a result
of physical or mental disability, and such inability to perform
continues or is expected to continue for at least twelve (12)
consecutive months, and (b) "normal
3
<PAGE>
retirement" shall mean retirement on or after age 60 so long as the
employee has served the Companies continuously for at least the three
(3) years immediately preceding retirement. Notwithstanding the
foregoing, the changes made in Sections F(4) and (5) pursuant to the
amendments hereto adopted on April 24, 1998 (relating to the vesting of
options in the event of normal retirement), shall be effective only for
options granted hereunder on and after April 24, 1998.
(6) An option shall be exercised when notice of such exercise,
either in writing or orally, has been given to the Company at its
principal business office or to its designated agent by the person
entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the
Company. Until the stock certificates are issued, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to optioned shares, notwithstanding the exercise of the option.
(7) Each optionee shall be obligated to maintain the
confidentiality of all of the confidential and proprietary information
of the Companies and, in the event of a breach by the optionee of such
obligation, all of the optionee's options granted pursuant to the Plan
and all rights thereunder shall immediately terminate including,
notwithstanding the up to thirty (30) day grace period provided in
Section F(5), in the event of termination of the optionee's employment.
To evidence the foregoing, each optionee shall sign and deliver to the
Company prior to exercising such options an agreement documenting the
optionee's understanding of and agreement to the confidentiality
restrictions imposed hereby. Notwithstanding the foregoing, this
Section F(7), adopted as of April 16, 1999, shall be effective only for
options granted hereunder on and after April 16, 1999.
G. OPTIONS NOT TRANSFERRABLE.
Options under the Plan may not be sold, pledged, assigned or
transferred in any manner, whether by operation of law or otherwise except by
will or the laws of descent, and may be exercised during the lifetime of an
optionee only by such optionee.
H. AMENDMENT OR TERMINATION OF THE PLAN.
The Board may amend this Plan from time to time as it may deem
advisable and may at any time terminate the Plan, provided that any such
termination of the Plan shall not adversely affect options already granted and
such options shall remain in full force and effect as if the Plan had not been
terminated.
I. AGREEMENT AND REPRESENTATIONS OF OPTIONEES.
As a condition precedent to the exercise of any option or portion
thereof, the Company may require the person exercising such option to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required
4
<PAGE>
under the Securities Act of 1933 or any other applicable law, regulation or
rule of any governmental agency.
In the event legal counsel to the Company renders an opinion to the
Company that shares for options exercised pursuant to this Plan cannot be
issued to the optionee because such action would violate any applicable
federal or state securities laws, then in that event the optionee agrees that
the Company shall not be required to issue said shares to the optionee and
shall have no liability to the optionee other than the return to optionee of
amounts tendered to the Company upon exercise of the option.
J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.
The Plan shall become effective as of April 18, 1997, if approved
thereafter by the Company's shareholders. The Plan shall terminate on the
earliest of:
(1) The date when all the shares available under the Plan
shall have been acquired through the exercise of options granted under
the Plan; or
(2) Ten (10) years after the date of approval of the Plan by
the Company's shareholders; or
(3) Such other earlier date as the Board may determine.
K. WITHHOLDING TAXES.
The Companies shall have the right to take any action that may be
necessary in the opinion of the Companies to satisfy all obligations for the
payment of any federal, state or local taxes of any kind, including FICA
taxes, required by law to be withheld with respect to the exercise of an
option granted hereunder. If stock is withheld or surrendered to satisfy tax
withholding, such stock shall be the Fair Market Value of the Company's
common stock on the date of exercise.
L. FAIR MARKET VALUE.
"Fair Market Value" shall mean the last reported sale price of the
Company's common stock on the date of grant, as quoted on by the New York
Stock Exchange. If the Company's common stock ceases to be listed for trading
on the New York Stock Exchange, "Fair Market Value" shall mean the value
determined in good faith by the Board.
M. COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m).
With respect to employees subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or Section 162(m) of the Code, transactions
under the Plan are intended to comply with all applicable conditions of such
Rule 16b-3 and avoid loss of the deduction referred to in paragraph (1) of
such Section 162(m). Anything in the Plan to the contrary notwithstanding, to
the extent any provision of the Plan or action by the Committee fails to so
comply or avoid the loss of such
5
<PAGE>
deduction, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.
N. DEFERRAL OF OPTION GAIN.
Participants in the Company's Deferred Compensation Plan, effective
as of April 1, 1998 (the "Deferred Compensation Plan"), may be able to defer
the gain, if any, upon exercise of options granted hereunder pursuant to and
in accordance with the terms of the Deferred Compensation Plan. To the extent
that the Deferred Compensation Plan permits a participant to defer any gain
with respect to an option, the Exercise Price must be satisfied utilizing
shares of the Company's common stock held at least six months prior to
exercise. In the event a deferral election is made with respect to an option,
if the optionee is unable to deliver the requisite number of shares of the
Company's common stock to cover the full Exercise Price prior to the
expiration of such option, the portion of the option that corresponds to the
portion of the full Exercise Price not covered shall be forfeited.
O. FORM OF OPTION.
Options shall be issued in substantially the form as the Committee
or the Board may approve.
6
<PAGE>
BEST BUY CO., INC.
1997
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
1999 AMENDMENT AND RESTATEMENT
A. PURPOSE.
The purpose of this Directors' Non-Qualified Stock Option Plan
("Plan") is to further the growth and general prosperity of Best Buy Co.,
Inc. (the "Company"), and its directly and indirectly wholly-owned
subsidiaries (collectively, the "Companies") by enabling current directors of
the Company, who have been or are serving on the Company's Board of Directors
(the "Board") and upon whose judgment, initiative and effort the Companies
were or are largely dependent for the successful conduct of their business,
to acquire shares of the common stock of the Company under the terms and
conditions and in the manner contemplated by this Plan, thereby increasing
their personal involvement in the Companies. Options granted under the Plan
are intended to be options which do not meet the requirements of Section 422A
of the Internal Revenue Code of 1986, as amended (the "Code").
B. ADMINISTRATION.
This Plan shall be administered by the Compensation and Human
Resources Committee (the "Committee") of the Board. Subject to such orders
and resolutions not inconsistent with the provisions of this Plan as may from
time to time be issued or adopted by the Board, the Committee shall have full
power and authority to interpret the Plan.
All decisions and determinations made by the Committee pursuant to
the provisions of the Plan and applicable orders and resolutions of the Board
shall be final. Each option granted shall be evidenced by a written agreement
containing such terms and conditions as may be approved by the Committee and
which shall not be inconsistent with the Plan and the orders and resolutions
of the Board with respect thereto.
C. ELIGIBILITY, PARTICIPATION AND GRANTS.
Options shall be granted under the Plan to current members of the
Board. The Committee shall grant to each director options to purchase shares
in such amounts as the Committee shall from time to time determine.
D. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided below, an aggregate of 2,800,000
shares of $0.10 par value common stock of the Company shall be subject to
this Plan from authorized but unissued shares of
<PAGE>
the Company. Such number and kind of shares shall be appropriately adjusted
in the event of any one or more stock splits, reverse stock splits or stock
dividends hereafter paid or declared with respect to such stock. If, prior to
the termination of the Plan, shares issued pursuant hereto shall have been
repurchased by the Company pursuant to this Plan, such repurchased shares
shall again become available for issuance under the Plan.
Any shares which, after the effective date of this Plan, shall
become subject to valid outstanding options under this Plan may, to the
extent of the release of any such shares from option by termination or
expiration of option(s) without valid exercise, be made the subject of
additional options under this Plan.
E. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Except as expressly provided herein, in the event of a merger,
consolidation, reorganization, stock dividend, stock split, or other change
in corporate structure or capitalization affecting the common stock of the
Company, there shall be no change in the number of shares subject to options
to be granted thereafter pursuant to the Plan; provided, however, that in
such event, an appropriate adjustment may be made in the number and kind of
shares subject to and the exercise prices of outstanding options granted
under the Plan as determined by the Committee.
F. TERMS AND CONDITIONS OF OPTIONS.
The Committee shall have the power, subject to the
limitations contained in this Plan, to prescribe any terms and conditions in
respect of the granting or exercise of any option under this Plan and, in
particular, shall prescribe the following terms and conditions:
(1) Each option shall state the number of shares to which it
pertains.
(2) The price at which shares shall be sold to participants
hereunder (the "Exercise Price") shall be the Fair Market Value of the
Company's common stock on the date of grant. Payment of the Exercise
Price shall be made (a) if payment is made by check payable to the
Company, at the time the shares are sold hereunder, or (b) if payment
is made pursuant to an irrevocable election to surrender outstanding
shares of common stock of the Company which have a Fair Market Value on
the date of surrender equal to the Exercise Price of the shares as to
which the option is being exercised, no later than the settlement date
for the shares sold in the market to cover the Exercise Price, or (c)
by a combination thereof, UNLESS an option is exercised in connection
with a deferral election pursuant to the Deferred Compensation Plan,
defined below, in which case payment of the Exercise Price shall be
made as provided in Section M herein.
(3) An option shall be exercisable in whole or in part with
respect to the shares included therein until the earlier of (a) the
close of business on the tenth day prior to the proposed effective date
of (i) any merger or consolidation of the Company with any other
-2-
<PAGE>
corporation or entity as a result of which the holders of the common
stock of the Company will own less than a majority voting control of
the surviving corporation; (ii) any sale of substantially all of the
assets of the Companies or (iii) any sale of common stock of the
Company to a person not a shareholder on the date of issuance of the
option who thereby acquires majority voting control of the Company,
subject to any such transaction actually being consummated, or (b) the
close of business on the date ten (10) years after the date the option
was granted. The Company shall give written notice to the optionee not
less than 30 days prior to the proposed effective date of any of the
transactions described in (a) above.
(4) An option shall be exercised when notice of such exercise,
whether in writing or orally, has been given to the Company at its
principal business office or to its designated agent by the person
entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the
Company. Until the stock certificates are issued, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to optioned shares, notwithstanding the exercise of the option.
(5) Each optionee shall be obligated to maintain the
confidentiality of all of the confidential and proprietary information
of the Companies and, in the event of a breach by the optionee of such
obligation, all of the optionee's options granted pursuant to the Plan
and all rights thereunder shall immediately terminate. Notwithstanding
the foregoing, this Section F(5), adopted as of April 16, 1999, shall
be effective only for options granted hereunder on and after April 16,
1999.
G. OPTIONS NOT TRANSFERABLE.
Options under the Plan may not be sold, pledged, assigned or
transferred in any manner, whether by operation of law or otherwise, except
by will, the laws of descent or a qualified domestic relations order.
H. AMENDMENT OR TERMINATION OF THE PLAN.
The Board may amend this Plan from time to time as it may deem
advisable and may at any time terminate the Plan, provided that any such
termination of the Plan shall not adversely affect options already granted
and such options shall remain in full force and effect as if the Plan had not
been terminated.
I. AGREEMENT AND REPRESENTATIONS OF PARTICIPANTS.
As a condition precedent to the exercise of any option or portion
thereof, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such
a representation is required
-3-
<PAGE>
under the Securities Act of 1933 or any other applicable law, regulation or
rule of any governmental agency.
In the event legal counsel to the Company renders an opinion to the
Company that shares for options exercised pursuant to this Plan cannot be
issued to the optionee because such action would violate any applicable
federal or state securities laws, then in that event the optionee agrees that
the Company shall not be required to issue said shares to the optionee and
shall have no liability to the optionee other than the return to optionee of
amounts tendered to the Company upon exercise of the option.
J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.
The Plan shall become effective as of April 18, 1997 if approved
thereafter by the Company's shareholders. The Plan shall terminate on the
earliest of:
(1) The date when all the shares available under the Plan
shall have been acquired through the exercise of options granted under
the Plan; or
(2) Ten (10) years after the date of approval of the
Plan by the Company's shareholders; or
(3) Such other earlier date as the Board may determine.
K. FAIR MARKET VALUE.
"Fair Market Value" shall mean the last reported sale price of the
Company's common stock on the date of grant, as quoted on by the New York
Stock Exchange. If the Company's common stock ceases to be listed for trading
on the New York Stock Exchange, "Fair Market Value" shall mean the value
determined in good faith by the Board.
L. COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m).
Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and avoid loss of the deduction referred to in paragraph
(1) of Section 162(m) of the Code. Anything in the Plan to the contrary
notwithstanding, to the extent any provision of the Plan or action by the
Committee fails to so comply or avoid the loss of such deduction, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.
-4-
<PAGE>
M. DEFERRAL OF OPTION GAIN.
Participants in the Company's Deferred Compensation Plan, effective
as of April 1, 1998 (the "Deferred Compensation Plan"), may be able to defer
the gain, if any, upon exercise of options granted hereunder pursuant to and
in accordance with the terms of the Deferred Compensation Plan. To the extent
that the Deferred Compensation Plan permits a participant to defer any gain
with respect to an option, the Exercise Price must be satisfied utilizing
shares of the Company's common stock held at least six months prior to
exercise. In the event any deferral election is made with respect to an
option, if the optionee is unable to deliver the requisite number of shares
of the Company's common stock to cover the full Exercise Price prior to the
expiration of such option, the portion of the option that corresponds to the
portion of the full Exercise Price not covered shall be forfeited.
N. FORM OF OPTION.
Options shall be issued in substantially the same form as the
Committee or the Board may approve.
-5-
<PAGE>
BEST BUY CO., INC.
1994
FULL-TIME EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN
1999 AMENDMENT AND RESTATEMENT
A. PURPOSE.
The purpose of this Full-Time Employee Non-Qualified Stock Option
Plan ("Plan") is to further the growth and general prosperity of Best Buy
Co., Inc. (the "Company"), and its directly and indirectly wholly-owned
subsidiaries (collectively, the "Companies") by enabling full-time employees
of the Companies to acquire shares of the common stock of the Company under
the terms and conditions and in the manner contemplated by this Plan, thereby
increasing their personal interest in the success of the Companies and
enabling the Companies to obtain and retain the services of such employees.
Options granted under the Plan are intended to be options which do not meet
the requirements of Section 422A of the Internal Revenue Code of 1986, as
amended.
B. ADMINISTRATION.
This Plan shall be administered by the Compensation and Human
Resources Committee (the "Committee") of the Company's Board of Directors
(the "Board"). Options may not be granted to any person while serving on the
Committee unless approved by a majority of the disinterested members of the
Board. Subject to such orders and resolutions not inconsistent with the
provisions of this Plan as may from time to time be issued or adopted by the
Board, the Committee shall have full power and authority to interpret the
Plan and, to the extent contemplated herein, shall exercise the discretion
granted to it regarding participation in the Plan and the number of shares to
be optioned and sold to each participant.
All decisions, determinations and selections made by the Committee
pursuant to the provisions of the Plan and applicable orders and resolutions
of the Board shall be final. Each option granted shall be evidenced by a
written agreement containing such terms and conditions as may be approved by
the Committee and which shall not be inconsistent with the Plan and the
orders and resolutions of the Board with respect thereto.
C. ELIGIBILITY AND PARTICIPATION.
Options may be granted under the Plan to any full-time employee of
the Companies who is not an officer of the Companies. The Committee shall
grant to such participants options to purchase shares in such amounts as the
Committee shall from time to time determine.
<PAGE>
D. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section E. herein, an aggregate
of 6,000,000 shares of $0.10 par value common stock of the Company shall be
subject to this Plan from authorized but unissued shares of the Company. Such
number and kind of shares shall be appropriately adjusted in the event of any
one or more stock splits, reverse stock splits or stock dividends hereafter
paid or declared with respect to such stock. If, prior to the termination of
the Plan, shares issued pursuant hereto shall have been repurchased by the
Company pursuant to this Plan, such repurchased shares shall again become
available for issuance under the Plan.
Any shares which, after the effective date of this Plan, shall
become subject to valid outstanding options under this Plan may, to the
extent of the release of any such shares from option by termination or
expiration of option(s) without valid exercise, be made the subject of
additional options under this Plan.
E. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event of a merger, consolidation, reorganization, stock
dividend, stock split, or other change in corporate structure or
capitalization affecting the common stock of the Company, an appropriate
adjustment may be made in the number and kind of shares subject to and the
exercise prices of options granted under the Plan as determined by the
Committee.
F. TERMS AND CONDITIONS OF OPTIONS.
The Committee shall have the power, subject to the limitations
contained in this Plan, to prescribe any terms and conditions in respect of
the granting or exercise of any option under this Plan and, in particular,
shall prescribe the following terms and conditions:
(1) Each option shall state the number of shares to which it
pertains.
(2) The price at which shares shall be sold to participants
hereunder (the "Exercise Price") shall be the Fair Market Value of the
Company's common stock on the date of grant. Payment of the Exercise
Price shall be made at the time the shares are sold hereunder by check
payable to the Company, or by surrender of outstanding shares of common
stock of the Company which have a Fair Market Value on the date of
surrender equal to the Exercise Price of the shares as to which the
option is being exercised, or by a combination thereof.
(3) The vested portion of an option shall be exercisable in
whole or in part with respect to the shares included therein until the
earlier of (a) the close of business on the tenth day prior to the
proposed effective date of (i) any merger or consolidation of the
Company with any other corporation or entity as a result of which the
holders of the common stock of the Company will own less than a
majority voting control of the surviving corporation; (ii) any sale of
substantially all of the assets of the Companies or (iii) any sale of
common
-2-
<PAGE>
stock of the Company to a person not a shareholder on the date of
issuance of the option who thereby acquires majority voting control
of the Company, subject to any such transaction actually being
consummated, or (b) the close of business on the date ten (10) years
after the date the option was granted. The Company shall give written
notice to the optionee not less than 30 days prior to the proposed
effective date of any of the transactions described in (a) above.
(4) Except in the event of disability, death or normal
retirement, an option shall be exercisable with respect to the shares
included therein not earlier than the date one (1) year following the
date of grant of the option, nor later than the date ten (10) years
following the date of grant of the option; provided, however, that
during the first year that the option may be exercised, the optionee
may exercise such optionee's right only to the extent of fifty percent
(50%) of the shares subject to such option; and provided further,
however, that in the event of a change in status of an employee from
full-time or part-time to occasional/seasonal, such employee shall
continue to have the right to exercise an option following such change
in status but only to the extent of the shares available for
acquisition on the date of such change in status (the "Change in Status
Date").
(5) Except in the event of disability, death or normal
retirement, an option may be exercised only by the optionee while such
optionee is, and has continually been, since the date of the grant of
the option, an employee of any of the Companies; provided, however,
that a former employee shall continue to have the right to exercise an
option for a period of thirty (30) days following such termination to
the extent of the shares available for acquisition on the date of such
former employee's termination but in no event later than the date ten
(10) years after the date of grant of such option. If the continuous
employment of an optionee terminates by reason of disability, death or
normal retirement, an option granted hereunder held by the disabled,
deceased or retired employee may be exercised to the extent of all
shares subject to the option (or, with respect to a disabled, deceased
or retired occasional/seasonal employee, to the extent of the shares
available for acquisition on the Change in Status Date) within one (1)
year following the date of disability or death or five (5) years
following the date of normal retirement, but in no event later than ten
(10) years after the date of grant of such option, by the disabled or
retired employee or the person or persons to whom the participant's
rights under such option shall have passed by will or by the applicable
laws of descent and distribution. For purposes of this Plan only, (a)
an employee shall be deemed "disabled" if the employee is unable to
perform his or her usual duties for the Companies as a result of
physical or mental disability, and such inability to perform continues
or is expected to continue for at least twelve (12) consecutive months,
and (b) "normal retirement" shall mean retirement on or after age 60 so
long as the employee has served the Companies continuously for at least
the three (3) years immediately preceding retirement. Notwithstanding
the foregoing, the changes made in Sections F(4) and (5) pursuant to
the amendments hereto adopted on April 24, 1998 (relating to the
vesting of options in the event of normal retirement), shall be
effective only for options granted hereunder on and after April 24,
1998.
-3-
<PAGE>
(6) An option shall be exercised when notice of such exercise,
either in writing or orally, has been given to the Company at its
principal business office or to its designated agent by the person
entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the
Company. Until the stock certificates are issued, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to optioned shares, notwithstanding the exercise of the option.
(7) Each optionee shall be obligated to maintain the
confidentiality of all of the confidential and proprietary information
of the Companies and, in the event of a breach by the optionee of such
obligation, all of the optionee's options granted pursuant to the Plan
and all rights thereunder shall immediately terminate including,
notwithstanding the up to thirty (30) day grace period provided in
Section F(5), in the event of termination of the optionee's employment.
To evidence the foregoing, each optionee shall sign and deliver to the
Company prior to exercising such options an agreement documenting the
optionee's understanding of and agreement to the confidentiality
restrictions imposed hereby. Notwithstanding the foregoing, this
Section F(7), adopted as of April 16, 1999, shall be effective only for
options granted hereunder on and after April 16, 1999.
G. OPTIONS NOT TRANSFERRABLE.
Options under the Plan may not be sold, pledged, assigned or
transferred in any manner, whether by operation of law or otherwise except by
will or the laws of descent, and may be exercised during the lifetime of an
optionee only by such optionee.
H. AMENDMENT OR TERMINATION OF THE PLAN.
The Board may amend this Plan from time to time as it may deem
advisable and may at any time terminate the Plan, provided that any such
termination of the Plan shall not adversely affect options already granted
and such options shall remain in full force and effect as if the Plan had not
been terminated.
I. AGREEMENT AND REPRESENTATIONS OF OPTIONEES.
As a condition precedent to the exercise of any option or portion
thereof, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such
a representation is required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any governmental agency.
In the event legal counsel to the Company renders an opinion to the
Company that shares for options exercised pursuant to this Plan cannot be
issued to the optionee because such action would violate any applicable
federal or state securities laws, then in that event the optionee agrees that
the
-4-
<PAGE>
Company shall not be required to issue said shares to the optionee and shall
have no liability to the optionee other than the return to optionee of
amounts tendered to the Company upon exercise of the option.
J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.
The Plan is effective as of April 4, 1994. The Plan shall terminate on
the earliest of:
(1) The date when all the shares available under the Plan
shall have been acquired through the exercise of options granted under
the Plan; or
(2) Ten (10) years after the date of approval of the Plan by
the Shareholders of the Company; or
(3) Such other earlier date as the Board may determine.
K. WITHHOLDING TAXES.
The Companies shall have the right to take any action that may be
necessary in the opinion of the Companies to satisfy all obligations for the
payment of any federal, state or local taxes of any kind, including FICA taxes,
required by law to be withheld with respect to the exercise of an option granted
hereunder. If stock is withheld or surrendered to satisfy tax withholding, such
stock shall be the Fair Market Value of the Company's common stock on the date
of exercise.
L. FAIR MARKET VALUE.
"Fair Market Value" shall mean the last reported sale price of the
Company's common stock on the date of grant, as quoted on by the New York Stock
Exchange. If the Company's common stock ceases to be listed for trading on the
New York Stock Exchange, "Fair Market Value" shall mean the value determined in
good faith by the Board.
M. COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m).
With respect to employees subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or Section 162(m) of the Code, transactions
under the Plan are intended to comply with all applicable conditions of such
Rule 16b-3 and avoid loss of the deduction referred to in paragraph (1) of such
Section 162(m). Anything in the Plan to the contrary notwithstanding, to the
extent any provision of the Plan or action by the Committee fails to so comply
or avoid the loss of such deduction, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
N. FORM OF OPTION.
Options shall be issued in substantially the form as the Committee or
the Board may approve.
-5-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS INDICATED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-26-2000
<PERIOD-START> FEB-28-1999
<PERIOD-END> MAY-29-1999
<CASH> 510,883
<SECURITIES> 0
<RECEIVABLES> 145,699
<ALLOWANCES> 0
<INVENTORY> 1,111,369
<CURRENT-ASSETS> 1,877,469
<PP&E> 769,019
<DEPRECIATION> 331,632
<TOTAL-ASSETS> 2,343,840
<CURRENT-LIABILITIES> 1,186,967
<BONDS> 28,402
0
0
<COMMON> 20,380
<OTHER-SE> 1,068,735
<TOTAL-LIABILITY-AND-EQUITY> 2,343,840
<SALES> 2,386,188
<TOTAL-REVENUES> 2,386,188
<CGS> 1,923,429
<TOTAL-COSTS> 1,923,429
<OTHER-EXPENSES> 390,301
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,413
<INCOME-PRETAX> 76,871
<INCOME-TAX> 29,596
<INCOME-CONTINUING> 47,275
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,275
<EPS-BASIC> .23
<EPS-DILUTED> .22
</TABLE>
