UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K CURRENT REPORT Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted) March 1, 2017 BEST BUY CO., INC. (Exact name f registrant as specified in its charter) Minnesta (State r ther jurisdictin f incrpratin) (Cmmissin File Number) (IRS Emplyer Identificatin N.) 7601 Penn Avenue Suth Richfield, Minnesta (Address f principal executive ffices) (Zip Cde) Registrant s telephne number, including area cde (612) N/A (Frmer name r frmer address, if changed since last reprt.) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins: Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 7.01 Regulatin FD Disclsure. On March 1, 2017, Best Buy C., Inc. ( Best Buy r the registrant ) issued a news release annuncing its updated plan t return excess capital t sharehlders. The news release issued n March 1, 2017, is furnished as Exhibit 99 t this Current Reprt n Frm 8-K and shall nt be deemed filed fr purpses f Sectin 18 f the Securities Exchange Act f 1934, as amended, r therwise subject t liability f that Sectin unless the registrant specifically incrprates it by reference in a dcument filed under the Securities Act f 1933, as amended, r the Securities Exchange Act f 1934, as amended. Best Buy s Annual Reprt t Sharehlders and its reprts n Frms 10-K, 10-Q, and 8-K, and ther publicly available infrmatin shuld be cnsulted fr ther imprtant infrmatin abut the registrant. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The fllwing is furnished as an Exhibit t this Current Reprt n Frm 8-K. Exhibit N. Descriptin f Exhibit 99 News release issued March 1, Any internet address prvided in this release is fr infrmatin purpses nly and is nt intended t be a hyperlink. Accrdingly, n infrmatin at any internet address is included herein.

3 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. BEST BUY CO., INC. (Registrant) Date: March 1, 2017 By: /s/ KEITH J. NELSEN Keith J. Nelsen Executive Vice President, General Cunsel and Secretary

4 Exhibit 99 Best Buy Annunces Increased Capital Return t Sharehlders Tw-Year $3 Billin Share Repurchase Plan 21% Increase in Quarterly Dividend t $0.34 per Share MINNEAPOLIS, March 1, Best Buy C., Inc. (NYSE: BBY) tday annunced that its Bard f Directrs apprved a plan t return excess capital t sharehlders as fllws: A new $3 billin share repurchase plan expected t be cmpleted ver the next tw years; and A 21% increase in the regular quarterly dividend t $0.34 per share, effective immediately. This updated capital return plan is cnsistent with the cmpany s lng-term capital allcatin strategy t first fund peratins and investments in grwth, including ptential acquisitins, and then t return excess free cash flw ver time t sharehlders thrugh dividends and share repurchases, while maintaining investment grade credit metrics. The cmpany is targeting a nn-gaap dividend payut rati 1 between 35% and 45%. Hubert Jly, Best Buy chairman and CEO, cmmented, Tday we are pleased t annunce ur fiscal 2018 return f capital plan which includes a 21% increase in the regular quarterly dividend t $0.34 per share and a share repurchase plan that accelerates frm $1 billin ver tw years t $3 billin ver tw years. This is in additin t the nearly $2.7 billin in cash we returned t sharehlders in fiscal 2016 and 2017 cmbined. The increase in the dividend and acceleratin f ur share repurchase prgram are aligned with ur lng-term capital allcatin strategy and display cntinued cnfidence in ur nging business perfrmance and future cash-flw generatin. In rder t execute the tw-year $3 billin share repurchase plan, the bard f directrs apprved a new $5 billin share repurchase authrizatin fr the cmpany s cmmn stck, superseding the existing authrizatin dated June 2011 which had $2.2 billin in purchases remaining. The regular quarterly dividend will be payable n April 12, 2017 t sharehlders f recrd as f the clse f business n March 22, The cmpany had 311,278,169 shares f cmmn stck issued and utstanding as f January 28, The regular quarterly dividend and share repurchases will be funded thrugh existing cash and cash equivalents n the balance sheet and future cash flw generatin. The share repurchases will be executed in the pen market r thrugh privately negtiated transactins at times and amunts determined by the cmpany based n its evaluatin f market cnditins and ther factrs and may be suspended, discntinued r resumed at any time. (Editr s Nte: Best Buy C., Inc. this mrning als issued a separate press release annuncing its furth quarter and full year fiscal 2017 financial results.) Frward-Lking and Cautinary Statements: This earnings release cntains frward-lking statements within the meaning f the Private Securities Litigatin Refrm Act f 1995 as cntained in Sectin 27A f the Securities Act f 1933 and Sectin 21E f the Securities Exchange Act f 1934 that reflect management s current views and estimates regarding future market cnditins, cmpany perfrmance and financial results, business prspects, new strategies, the cmpetitive envirnment and ther events. Yu can identify these statements by the fact that they use wrds such as anticipate, believe, assume, estimate, expect, intend, prject, guidance, plan, utlk, and ther wrds and terms f similar meaning. These statements invlve a number f risks and uncertainties that culd cause actual results t differ materially frm the ptential results discussed in the frward-lking statements. Amng the factrs that culd cause actual results and utcmes t differ materially frm thse cntained in such frward-lking statements are the fllwing: macr-ecnmic cnditins (including fluctuatins in husing prices, il markets and jbless rates), cnditins in the industries and categries in which we perate, changes in cnsumer preferences r cnfidence,

5 changes in cnsumer spending and debt levels, the mix f prducts and services ffered fr sale in ur physical stres and nline, credit market changes and cnstraints, prduct availability, trade restrictins r changes in the csts f imprts, cmpetitive initiatives f cmpetitrs (including pricing actins and prmtinal activities), strategic and business decisins f ur vendrs (including actins that culd impact prmtinal supprt, prduct margin and/r supply), the success f new prduct launches, the impact f pricing investments and prmtinal activity, weather, natural r man-made disasters, attacks n ur data systems, the cmpany s ability t prevent r react t a disaster recvery situatin, changes in law r regulatins, changes in tax rates, changes in taxable incme in each jurisdictin, tax audit develpments and reslutin f ther discrete tax matters, freign currency fluctuatin, the cmpany s ability t manage its prperty prtfli, the impact f labr markets, the cmpany s ability t retain qualified emplyees and management, failure t achieve anticipated expense and cst reductins, disruptins in ur supply chain, the csts f prcuring gds the cmpany sells, failure t achieve anticipated revenue and prfitability increases frm peratinal and restructuring changes (including investments in ur multi-channel capabilities), inability t secure r maintain favrable vendr terms, failure t accurately predict the duratin ver which we will incur csts, develpment f new businesses, failure t cmplete r achieve anticipated benefits f annunced transactins, and ur ability t prtect infrmatin relating t ur emplyees and custmers. A further list and descriptin f these risks, uncertainties and ther matters can be fund in the cmpany s annual reprt and ther reprts filed frm time t time with the Securities and Exchange Cmmissin ( SEC ), including, but nt limited t, Best Buy s Reprt n Frm 10-K filed with the SEC n March 23, Best Buy cautins that the freging list f imprtant factrs is nt cmplete, and any frward-lking statements speak nly as f the date they are made, and Best Buy assumes n bligatin t update any frward-lking statement that it may make. (1) The cmpany defines its nn-gaap dividend payut rati as annual dividends divided by annual nn-gaap Net Earnings frm Cntinuing Operatins. Recnciliatins f its nn-gaap earnings measures t its GAAP equivalents are prvided in its quarterly releases and in its Frms 10-K and 10-Q. A recnciliatin f the prjected nn-gaap dividend payut rati, which is a frward-lking nn-gaap financial measure, t the mst directly cmparable GAAP financial measure, is nt prvided because the cmpany is unable t prvide such recnciliatin withut unreasnable effrt. The inability t prvide a recnciliatin is due t the uncertainty and inherent difficulty predicting the ccurrence, the financial impact and the perids in which the nn-gaap adjustments may be recgnized. These GAAP measures may include the impact f such items as restructuring charges; litigatin settlements; asset impairments, gains and lsses; and the tax effect f all such items. Histrically, the cmpany has excluded these items frm nn-gaap financial measures. The cmpany currently expects t cntinue t exclude these items in future disclsures f nn-gaap financial measures and may als exclude ther items that may arise (cllectively, nn- GAAP adjustments ). The decisins and events that typically lead t the recgnitin f nn-gaap adjustments, such as a decisin t exit part f the business, the early retirement f an asset r reaching settlement f a legal dispute, are inherently unpredictable as t if r when they may ccur. Fr the same reasns, the cmpany is unable t address the prbable significance f the unavailable infrmatin, which culd be material t future results. Investr Cntact: Media Cntact: Mllie O'Brien Jeff Shelman (612) r mllie.brien@bestbuy.cm (612) r jeffrey.shelman@bestbuy.cm