circuit city stores 2007 Annual Report, Proxy Statement, Form 10-K - Presentation Transcript
CIRCUIT CITY STORES, INC.
ANNUAL REPORT 2007 | PROXY STATEMENT | FORM 10-K
Consumers today are living a ‘digital’ life. The variety and complexity of
consumer electronics enable us to create a theater experience or a full-
service office environment right in the comfort of our homes; but some-
times putting together the full experience can be difficult for consumers to
achieve on their own. In fall 2006, Circuit City created a new brand,
firedogSM, to enhance the full potential of our customers’ ‘digital’ lives
helpful, knowledgeable, friendly reliable
through and experts
who have a passion to serve. firedogSM services include in-store and in-home
PC services, available through Circuit City’s more than 600 Superstores
home-theater installations,
across the country; available within
remote technical assistance
25 miles of Circuit City locations; and
for PCs through http://www.firedog.com 24 hours a day, 7 days a week.
firedogSM technicians and installers have received extensive training to
install, repair optimize
or consumer technology products. Through
firedogSM, Circuit City provides a profitable, differentiated offering in
the high-growth consumer services market that we estimate will reach
$20 billion in fiscal 2010.
TO OUR SHAREHOLDERS
Fiscal year 2007 was a period of change and significant services execution and concept development; Danny
progress as we adapted to the challenges and opportuni- oversees sales conversion and the customer experience.
■ Dave Mathews now leads our merchandising, supply
ties posed by the dynamic, competitive North American
retail marketplace. For the year, our net sales grew 8 per- chain, services development and marketing organi-
cent to $12.43 billion. Earnings from continuing operations zations; Dave oversees value proposition creation
before income taxes were 0.2 percent of consolidated net and its communication to customers.
sales, compared with 2.0 percent in the prior year. Fiscal In February, Mike Foss announced his intention to
2007 results include $145 million, or 116 basis points of resign as chief financial officer effective mid-April to pur-
consolidated net sales, in pre-tax charges associated with sue other opportunities. I would like to thank Mike for his
the impairment of international segment goodwill, store nearly four years of service to Circuit City and his tremen-
and facility closures and other restructuring activities. dous contribution to reshaping the company’s culture as
well as reducing its cost and expense structure. A search
ACCELERATING OUR TRANSFORMATION
for a new CFO is underway.
We began a process to transform Circuit City two and a
half years ago, and we are committed to the vision we We see enormous opportunities with the four pillars of
our strategy to win in home entertainment, grow our serv-
laid out to better serve our customers, our Associates
ices business, leverage the shift to multi-channel retailing
and our shareholders. Our long-term strategy for differ-
and significantly improve our real estate position.
entiation, our North Star, “It’s all about helping you,”
is the framework that guides our decisions.
Home Entertainment
When we began this journey, we had assumptions
Industry views about the rate of growth of total television
about the growth of the flat-panel television business
sales from 2006 to 2010 generally predict a low-single-
and the pace at which it would commoditize. Falling
digit annual revenue growth rate. Given the average sell-
retail prices are a reality in the consumer electronics
ing price declines expected, this implies significant unit
business. Retail prices for these televisions, however,
growth of TVs. This unit growth presents us with a great
declined more rapidly than our expectations, and the
opportunity to provide the customer the complete solu-
level reached in fall 2006 was a year ahead of our
tion through firedogSM installations; digital services such
expectations. The resulting change impacted many
as digital cable and HD satellite; cables and other acces-
parts of our business in the third and fourth quarters
sories; furniture and brackets; financing; and Circuit City
of our just-completed fiscal year.
AdvantageSM Protection Plans. We will manage the per-
Seeing the flat panel television business model
formance gap among our stores and focus on creating a
changes, along with strong competition from traditional
better multi-channel experience, to increase revenue and
consumer electronics retailers as well as newer entrants,
margin per transaction.
we began moving with increased urgency to identify rev-
enue growth opportunities, gross margin rate improve- Services
ments and SG&A efficiency opportunities in order to We continue to build our services platform through
rebuild reasonable profitability. We also need to ensure firedogSM. The total market opportunity for home theater
that Circuit City has caught up to retail industry best installation and consumer PC-related services is expected
practices with our merchandising and retail transforma- to reach $20 billion annually by fiscal 2010. We started
tion efforts. I would characterize these efforts not as a offering PC services about two years ago and launched
change in plan or strategy, but rather an acceleration the firedogSM brand last September. In merely two years,
of our overall transformation given the rapid changes we grew the business to an annual revenue base of
in our marketplace. $200 million. We expect sales to approximately double
We reorganized and streamlined the senior leadership in fiscal 2008 to more than $400 million and are expect-
team around delivering a seamless multi-channel cus- ing significant growth in future years. While the revenue
tomer experience, including the following changes: from firedogSM is still relatively small, it will be a signifi-
■ Danny Clark now leads all of our sales channels, encom- cant driver of profit in fiscal 2008 because of its above-
passing domestic and international stores, Web sites, average margins.
CIRCUIT CITY STORES, INC. | ANNUAL REPORT 2007
Multi-channel must remain competitive in the marketplace, and we
Based on forecasted values from Forrester Research (“US must be prepared to make changes to grow and thrive.
eCommerce: Five Year Forecast and Data Overview”, To build a competitive organization for the future, we will
Forrester Research, Inc., October 2006), we calculate that be making additional changes. These changes include
industry e-commerce sales of the products we sell will ■ reducing spans of control and layers of management
grow by 16 percent on average for the next three calen- throughout the enterprise to ensure that our front-
dar years. We reached $1.12 billion in fiscal 2007 Web- line Associates are empowered to do their work;
and call center-originated sales, and we expect direct ■ instituting more expense controls around purchas-
channel revenues to grow 30 percent to 40 percent in fis- ing, travel, consultants and many other forms of dis-
cal 2008. We will invest in new capabilities that improve cretionary spending;
personalization and solution offerings, leading to an ■ identifying overlapping functions that can be com-
improved customer experience and increased revenue bined to drive efficiency;
and margin per transaction. ■ prioritizing initiatives, so we can eliminate entire pieces
of work that do not serve our strategic framework; and
Real Estate
■ exploring strategic alternatives, including a possible
We are transforming our real estate position primarily by
sale, for InterTAN, Inc., the company’s international
opening incremental stores in new trade areas and relo-
segment.
cating stores to better locations in existing trade areas.
In addition, we continue to right-size our latest retail con- While our focus remains on the future, I want to acknowl-
cept store for today’s multi-channel shopping experi- edge the important accomplishments our Associates
ence, tomorrow’s product assortment trends and the made this year. We grew total revenues for the third year
firedogSM services we offer. During fiscal 2007, we in a row. In each calendar quarter of 2006, we increased
opened 35 Superstores, including 12 relocations, and our overall consumer electronics hardware market share
closed 7 underperforming stores in the U.S. We expect compared with the prior year according to TraQline. We
to open 60 to 65 Superstores in fiscal 2008 and to achieved our goal of reaching $1 billion in Web-origi-
increase the pace to up to 100 openings in fiscal 2009, nated sales, which grew more than 50 percent for the
with approximately one-third of the openings expected year, while making organizational changes to become a
to be relocations in each year. With up to 200 new and true multi-channel retailer. During the second half of the
relocated stores opening between fiscal 2007 and fiscal year, we successfully launched our firedogSM brand, cov-
2009, we have an opportunity to drive a significant ering consumer PC services and home theater installa-
amount of incremental revenue and profit as well as tion, and grew our annual services revenue by nearly
upgrade our brand image. 80 percent. We accomplished these goals and created
more than 2,500 jobs through our investments for growth
Additional important points in our transformation accel-
in services, multi-channel and new stores. We freed up
eration plan include
cash by reducing domestic segment net-owned inventory
■ outsourcing our information technology infrastruc-
by $88 million. We returned approximately $250 million
ture operations to IBM, which will provide world-
to our shareholders through stock repurchases and an
class systems and reduce planned infrastructure
increased quarterly dividend rate.
costs by approximately 16 percent over the term
Retailing in general, and consumer electronics retailing
of the contract;
in particular, is extremely competitive. With the perma-
■ instituting new retail standard operating proce-
nent changes to the television business model, we must
dures, including new tools and training, to better
move with urgency to develop a world-class retail plat-
engage Associates and increase time available to
form. I’m confident we are on the right path to create a
serve customers;
successful future for the more than 40,000 Associates who
■ better leveraging the opportunity to include the
work at Circuit City, to provide our customers with com-
complete customer solution of hardware, relevant
petitive pricing on the products and services we sell, and
accessories and services in each transaction in our
to deliver increased shareholder value.
stores, on the Web and through our call center;
■ optimizing channel assortments and improving our
direct sourcing efforts; and
■ re-engineering our supply chain to accelerate efforts
to increase our customer-encountered in-stock while
reducing net-owned inventory.
PHILIP J. SCHOONOVER
Chairman, President and Chief Executive Officer
Some of our decisions, particularly those that resulted
April 30, 2007
in the separation of Associates, were difficult. But we
CIRCUIT CITY STORES, INC. | ANNUAL REPORT 2007
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
www.circuitcity.com
http://investor.circuitcity.com
Notice of Annual Meeting of Shareholders
DATE.......................................................Tuesday, June 26, 2007
TIME .......................................................10:00 a.m. Eastern Daylight Time
LOCATION ..............................................The Jepson Alumni Center
The University of Richmond
49 Crenshaw Way
Richmond, Virginia 23173
ITEMS OF BUSINESS ...............................(1) Elect three directors to a three-year term and one
director to a two year term;
(2) Ratify the appointment of KPMG LLP as the company’s
independent registered public accounting firm for fiscal year
2008; and
(3) Transact any other business that may properly come before
the meeting and any adjournments of the meeting.
RECORD DATE .......................................You may vote if you are a shareholder of record on
April 19, 2007 (the “Record Date”).
Your vote is important. Whether or not you plan to attend the meeting, please vote your proxy as soon as
possible. You can vote your shares by completing and returning your proxy card or by voting on the Internet
or by telephone. See details under the heading “How do I vote?” If you plan to attend the meeting in person,
please see the information on admission procedures under the heading “May I attend the Annual Meeting?”
You are cordially invited to attend the meeting.
By Order of the Board of Directors,
Reginald D. Hedgebeth
Senior Vice President, General Counsel and Secretary
April 27, 2007
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TABLE OF CONTENTS
Questions and Answers About the Annual Meeting and Voting ........................................................................ 3
Information Concerning the Board of Directors and Its Committees ............................................................... 6
Item One – Election of Directors....................................................................................................................... 11
2007 Non-Employee Director Compensation ....................................................................................................... 14
Compensation & Personnel Committee Report ................................................................................................... 17
Compensation Discussion & Analysis ................................................................................................................... 17
Overview ............................................................................................................................................................ 17
Executive Compensation Philosophy ................................................................................................................. 18
Elements of Compensation Program .................................................................................................................. 19
Other Compensation Policies & Practices.......................................................................................................... 24
2007 Executive Compensation ............................................................................................................................... 27
Summary Compensation Table for Fiscal 2007 ................................................................................................. 27
Grants of Plan-Based Awards for Fiscal 2007 ................................................................................................... 31
Outstanding Equity Awards at 2007 Fiscal Year-End........................................................................................ 33
Option Exercises and Stock Vested in Fiscal 2007 ............................................................................................ 34
Pension Benefits as of Fiscal 2007..................................................................................................................... 35
Nonqualified Deferred Compensation at Fiscal 2007 ........................................................................................ 37
Potential Payments Upon Termination or Change-in-Control ........................................................................... 38
Beneficial Ownership of Securities........................................................................................................................ 43
Equity Compensation Plans Information ............................................................................................................. 45
Section 16(a) Beneficial Ownership Reporting Compliance ............................................................................... 46
Report of the Audit Committee ............................................................................................................................. 46
Item Two – Ratification of Appointment of Independent Registered Public Accounting Firm ................. 48
Other Business......................................................................................................................................................... 49
Proposals by Shareholders for Presentation at the 2008 Annual Meeting ........................................................ 49
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Why did I receive these proxy materials? Who is entitled to vote?
This proxy statement was mailed to holders of If you are a shareholder of Circuit City common
common stock of Circuit City Stores, Inc. stock at the close of business on the Record Date
(“Circuit City,” the “Company,” “we,” “us” or of April 19, 2007, you can vote. There were
“our”), a Virginia corporation, on or about May 170,681,424 shares of common stock
7, 2007. The Circuit City Board of Directors outstanding and entitled to vote on that date. For
(the “Board”) is asking for your proxy. By each matter properly brought before the Annual
giving us your proxy, you authorize the Meeting, you have one vote for each share you
proxyholders (Reginald D. Hedgebeth and own.
Robert L. Burrus, Jr.) to vote your shares at the
Annual Meeting of Shareholders (“Annual What is the difference between holding shares
Meeting”) according to the instructions you as a shareholder of record and as a beneficial
provide. If the Annual Meeting adjourns or is owner?
postponed, your proxy will be used to vote your
shares when the meeting reconvenes. A copy of If your shares are registered directly in your
the Annual Report on Form 10-K of the name with Circuit City’s transfer agent, Wells
Company for the fiscal year ended February 28, Fargo Shareowner Services, you are considered,
2007, has been mailed to you with this proxy with respect to those shares, the “shareholder of
statement. record.” The Notice of Annual Meeting, Proxy
Statement and Annual Report have been sent
directly to you by Circuit City.
May I attend the Annual Meeting?
You are invited to attend the meeting. It will be If your shares are held in a stock brokerage
held on Tuesday, June 26, 2007, beginning at account or by a bank or other holder of record,
10:00 a.m. E.D.T. at The Jepson Alumni Center, you are considered the “beneficial owner” of
The University of Richmond, 49 Crenshaw shares held in street name. The Notice of
Way, Richmond, Virginia 23173. Annual Meeting, Proxy Statement and Annual
Report have been forwarded to you by your
You will need to present photo identification, broker, bank or other holder of record who is
such as a driver’s license, and proof of Circuit considered, with respect to those shares, the
City stock ownership as of the record date when “shareholder of record.” As the beneficial
you arrive at the meeting. If you hold your owner, you have the right to direct your broker,
shares through a bank, broker or other holder of bank or other holder of record on how to vote
record and you plan to attend the Annual your shares using the voting instruction card
Meeting, you must present proof of your included in the mailing or by following their
ownership of Circuit City stock, such as a bank instructions for voting by telephone or on the
or brokerage account statement, in order to be internet.
admitted to the meeting. No cameras, recording
equipment, electronic devices, large bags, How do I vote?
briefcases or packages will be permitted in the
Annual Meeting. You may vote using any of the following
methods:
Even if you plan to attend the Annual Meeting,
•
please vote your proxy in advance over the Telephone – You can vote by calling the
Internet, by telephone or by mail. toll-free telephone number on your proxy
card. Please have your proxy card in hand
when you call. Easy-to-follow voice
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prompts allow you to vote your shares and established for the Annual Meeting. Attendance
confirm that your instructions have been at the Annual Meeting without voting in
properly recorded. accordance with the voting procedures will not
in and of itself revoke a proxy. If your broker
• Internet – You can vote by visiting the Web
holds your shares and you want to attend and
site for Internet voting listed on your proxy
vote your shares at the Annual Meeting, please
card. Please have your proxy card available
bring a letter from your broker to the Annual
when you go online.
Meeting identifying you as the beneficial owner
• of the shares and authorizing you to vote.
Mail – Be sure to complete, sign and date
the proxy card and return it in the enclosed
What is a “quorum”?
postage-paid envelope.
• In person – You may vote in person at the A quorum consists of a majority of the
Annual Meeting. outstanding shares present, or represented by
proxy, at the meeting. A quorum is necessary to
A valid proxy, if not revoked, will be voted for conduct business at the Annual Meeting.
the election of the nominees for director named Inspectors of election will determine the
in this proxy statement and for ratification of the presence of a quorum at the Annual Meeting.
appointment of KPMG LLP as the Company’s You are part of the quorum if you have voted by
independent registered public accounting firm proxy. Abstentions count as shares present at
for fiscal year 2008 unless you give specific the meeting for purposes of determining a
instructions to the contrary, in which event it quorum. Shares held by brokers that are not
will be voted in accordance with those voted on any matter at the Annual Meeting will
instructions. If your shares are held in “street not be included in determining whether a
name” by your broker, do not follow the above quorum is present at the meeting.
instructions. Instead, follow the separate
instructions provided by your broker. How are votes counted?
Can I change my vote? Currently, our directors are elected by a
“plurality” vote where the four nominees at this
If you are a shareholder of record, you may 2007 meeting receiving the greatest number of
revoke your proxy or change your vote at any votes cast will be elected. You may vote “for”
time before it is voted at the Annual Meeting by or “withhold” for the election of directors.
Shares held by brokers that are not voted in the
• completing and mailing to us a proxy card
election of directors will have no effect on the
dated later than your last proxy;
election of directors. Our corporate governance
• submitting a written revocation to the principles, which are available online at
Secretary of Circuit City Stores, Inc. at 9950 http://investor.circuitcity.com, set forth our
Mayland Drive, Richmond, Virginia 23233; procedure if a director-nominee is elected but
or receives a majority of “withheld” votes. In an
uncontested election, any director-nominee for
• appearing in person and voting at the
whom greater than 50 percent of the outstanding
Annual Meeting.
shares are “withheld” from his or her election
would tender his or her resignation for
If your shares are held in “street name” by your
consideration by the Nominating & Governance
broker, you may revoke your proxy or change
Committee. The Nominating & Governance
your vote only by following the separate
Committee would recommend to the Board the
instructions provided by your broker.
action to be taken with respect to such
resignation.
To vote in person at the Annual Meeting, you
must attend the meeting and cast your vote in
accordance with the voting provisions
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Effective July 1, 2007, however, our Bylaws card mailed with this proxy statement.
will be changed to follow a “majority” vote Computershare will vote in accordance with
standard for director elections. At the 2008 your instructions. If you do not return voting
Annual Meeting, you will be able to vote “for,” instructions or an executed proxy,
“against” or “abstain” for each director. Each Computershare will not vote the shares held in
director will then be elected if the number of your plan account.
votes “for” that director exceeds the number of
votes “against.” Under Virginia law, if a Who will pay for the cost of this proxy
director is not elected at the annual meeting, the solicitation?
director will continue to serve on the Board as a
“holdover director.” To address this, our Circuit City will pay the cost of soliciting
corporate governance principles will provide proxies. In addition to the solicitation of proxies
that a director in this situation shall tender his or by mail, our officers and regular employees,
her resignation for consideration by the without compensation other than their regular
Nominating & Governance Committee and the compensation, may solicit proxies by telephone,
full Board. electronic means and personal interview. We
have hired Morrow & Co., Inc. of New York,
The appointment of KPMG LLP as the New York, at an approximate cost of $7,500
Company’s independent registered public plus out-of-pocket expenses, to assist in the
accounting firm will be approved if the votes solicitation of proxies of shareholders whose
cast in favor of the action exceed the votes cast shares are held in “street name” by brokers,
against it. banks and other institutions.
Abstentions and broker non-votes will not be Who will count the vote?
considered cast either for or against a matter. A
broker non-vote occurs when a broker or other Representatives from our transfer agent, Wells
nominee who holds shares for another does not Fargo Shareowner Services, will tabulate the
vote on a particular item because the nominee votes.
does not have discretionary voting authority for
that item and has not received instructions from What does it mean if I get more than one
the owner of the shares. proxy or voting instruction card?
If your shares are registered in more than one
How are shares held in the Employee Stock
name or in more than one account, you will
Purchase Plan voted?
receive more than one card. Please complete
Participants in the 1984 Circuit City Stores, Inc. and return all of the proxy or voting instruction
Employee Stock Purchase Plan will receive a cards you receive (or vote by telephone or the
form to provide voting instructions to Internet all of the shares on all of the proxy or
Computershare Trust Co., Inc. for the shares of voting instruction cards received) to ensure that
common stock held on each participant’s behalf all of your shares are voted.
by Computershare, as service provider for the
plan. The share amounts on the form will How do I comment on Company business?
include the shares in your plan account. If you
also own shares as a record holder, then the form Space for your comments is provided on the
will also allow you to vote those shares by proxy card, or you may send your comments to
proxy. Voting instructions should be returned, us in care of the Secretary. Although it is not
properly executed, in the envelope provided. possible to respond to each shareholder, your
Participants in the Employee Stock Purchase comments help us to understand your concerns
Plan may also provide voting instructions by and address your needs.
telephone or Internet, as described on the proxy
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INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met eight times during Annual Meeting. Meetings of the Board and its
the fiscal year ended February 28, 2007. committees are held in conjunction with the
Annual Meeting of shareholders, and all
Information concerning the current membership
directors and nominees are expected to attend
of the principal oversight committees of the
the Annual Meeting of Shareholders.
Board and the number of meetings held during
the fiscal year is provided in the tables below. All members of the Audit, Nominating &
Governance, and Compensation & Personnel
Each director attended at least 75 percent of the
Committees are independent, non-management
aggregate number of meetings of the Board and
directors. The chair of each committee reports
the committee(s) on which the director served.
decisions and recommendations to the full
Each person who was a director or director- Board.
nominee on June 27, 2006 attended the 2006
Audit Committee
Members Primary Responsibilities Meetings
• Assist Board oversight of (i) the integrity of our consolidated
Ronald M. Brill, Chair (1) 12
Carolyn H. Byrd financial statements, (ii) compliance with legal and
Allen B. King regulatory requirements, (iii) the independent registered
J. Patrick Spainhour public accounting firm’s qualifications and independence,
Carolyn Y. Woo and (iv) the performance of the internal audit function and
independent registered public accounting firm
• Appoint, set compensation of, and oversee work of our
independent registered public accounting firm, including pre-
approval of audit and permitted non-audit services
• Periodically consult with management, internal audit and the
independent registered public accounting firm about our
internal controls
(1) The Board of Directors has determined that Mr. Brill, the committee’s Chairman, is an “audit
committee financial expert.”
Nominating & Governance Committee
Members Primary Responsibilities Meetings
• Identify individuals qualified to become members of the
Mikael Salovaara, Chair (2) 5
Ursula O. Fairbairn Board
Barbara S. Feigin • Recommend director nominees
James F. Hardymon • Recommend non-employee director compensation and
Alan Kane benefits
• Coordinate oversight of management succession planning,
evaluation of the Chief Executive Officer, and evaluation of
the Board and its Committees
• Develop and recommend corporate governance principles to
the Board
(2) Lead Director
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Compensation & Personnel Committee
Members Primary Responsibilities Meetings
• Review and approve the executive compensation philosophy
Ursula O. Fairbairn, Chair 5
Barbara S. Feigin • Review and approve executive compensation programs and
James F. Hardymon awards
Alan Kane • Review and recommend to the Board, as applicable, short- and
Mikael Salovaara long-term incentive compensation plans
• Review and recommend to the independent members of the
Board the CEO’s compensation
• Review and approve other executives’ compensation
• Oversee investment allocations of the funds of the Retirement
Plan and performance of fund managers.
waivers of the Code of Business Conduct by
Corporate Governance Documents Available
posting the information on the Company’s
on the Company’s Web Site
investor information Web site at
The Board has adopted written charters for the http://investor.circuitcity.com.
Audit, Nominating & Governance, and
Compensation & Personnel Committees. Copies Independence
of each of the following documents are available
on the Company’s investor information home A director of the Company is considered
page at http://investor.circuitcity.com and in “independent” if he or she meets the
print to any shareholder who requests them from independence requirements of the New York
the Company’s Secretary at Circuit City Stores, Stock Exchange. Affiliation with a customer or
Inc., Attn: Corporate Secretary, 9950 Mayland supplier of goods or services to us is not
Drive, Richmond, VA 23233: considered to be material to a determination of a
Board member’s independence so long as
• payments in any fiscal year to or from us do not
Audit Committee Charter
exceed 2 percent of the gross revenues of the
• Compensation & Personnel Committee Charter
customer or supplier, or $1 million dollars,
• Nominating & Governance Committee Charter
whichever is greater. Other commercial and
• Corporate Governance Guidelines
business relationships are evaluated by the
• Global Code of Business Conduct
Board on a case-by-case basis to determine if
they constitute a material relationship. Each
In addition, you can find information concerning
director and each director-nominee is
the Company’s strategic planning process,
responsible for disclosing to our legal
including the Board’s active involvement in the
department all relationships with us that should
process, on the Company’s investor information
be taken into account when determining the
home page at http://investor.circuitcity.com.
member’s or nominee’s independence. Members
of the Audit Committee must also meet separate
Global Code of Business Conduct
applicable independence requirements under the
rules of the New York Stock Exchange adopted
The Board of Directors has adopted the Global
in accordance with the Sarbanes-Oxley Act of
Code of Business Conduct, which is a code of
2002.
ethics that applies to all members of the Board
of Directors and Company employees, including
Based on the foregoing criteria, the Board
the Chief Executive Officer; Chief Financial
determined that each of the following directors
Officer; and Controller and Chief Accounting
is independent: Mr. Brill, Ms. Byrd, Ms.
Officer. The Company satisfies any disclosure
Fairbairn, Ms. Feigin, Mr. Hardymon, Mr. Kane,
obligations with respect to amendments or
-7-
Mr. King, Mr. Salovaara, Mr. Spainhour and policy, then it will be referred to the Board who
Ms. Woo. will consider all alternatives, including
ratification, amendment or termination of the
All members of the Audit; Compensation & transaction.
Personnel; and Nominating & Governance
Committees satisfy the standards of We did not have any Related Person
independence for members of such Committees Transactions in fiscal year 2007.
established under applicable law and New York
Stock Exchange listing requirements. The Additional Information about the
Board of Directors has determined that all Compensation & Personnel Committee
members of the Audit Committee are
“independent” as defined in the applicable The Compensation & Personnel Committee uses
listing standards of the New York Stock a consultant from Towers Perrin HR Services to
Exchange and the rules of the Securities and obtain information about market
Exchange Commission. In addition, the Board competitiveness, trends and industry
of Directors has determined, in its business compensation practices. Towers Perrin also
judgment, that each member of the Audit advises the Compensation & Personnel
Committee is financially literate and that Mr. Committee on the design of our long-term
Brill possesses accounting or related financial incentive compensation programs. Towers
management expertise. Perrin is engaged by the Compensation &
Personnel Committee and reports to the
Compensation & Personnel Committee. The
Review of Related Person Transactions
compensation consultant attended all the
The Board of Directors adopted a Related Compensation & Personnel Committee meetings
Person Transactions Policy for the review, in fiscal year 2007.
approval or ratification of transactions involving
the Company and a “Related Person.” The term
Under the terms of the engagement letter
“Related Person” includes directors, director
between the Compensation & Personnel
nominees, executive officers, and 5% or greater
Committee and Towers Perrin, they assist the
shareholders and beneficial owners. In addition,
Compensation & Personnel Committee with the
any immediate family members or any firm,
following:
corporate or other entity in which one of these
•
people is employed or is a general partner or Providing the Compensation & Personnel
principal would be a related person. Committee with market data for each senior
officer position.
•
Under the policy, our legal department requests Providing the Compensation & Personnel
information from directors and executive Committee with an independent assessment
officers to identify Related Persons. The of management recommendations for
information is used to identify any transaction or changes in the compensation structure and
series of transactions in which the Company is a design of individual programs.
participant, the amount involved exceeds • Attending all regularly scheduled
$120,000 and a Related Person has a direct or Compensation & Personnel Committee
indirect material interest. Proposed or existing meetings.
transactions that are identified are submitted to • Supporting the Senior Vice President,
the Board of Directors for consideration. Based Human Resources in ensuring that the
on all the relevant facts and circumstances, the Company’s executive compensation
Board will determine whether or not to approve programs are designed and administered
a transaction and will approve only those consistent with the Compensation &
transactions that are in the best interests of the Personnel Committee’s requirements.
Company. If we become aware of an existing
transaction that was not approved under this
-8-
• Non-Employee Director Meetings
Providing periodic support to the Chair and
the other members of the Compensation &
The non-management directors of the Board
Personnel Committee.
meet in executive session at each regularly
scheduled Board meeting and at other times,
Towers Perrin and the Compensation &
when appropriate. These meetings may include
Personnel Committee have agreed that no work
discussion with the Chairman and Chief
shall be undertaken for Circuit City outside of
Executive Officer present for a portion of the
the Towers Perrin engagement letter (unless fees
discussion. The Lead Director, who is also the
are under $5,000) without prior approval of the
chair of the Nominating & Governance
Compensation & Personnel Committee’s Chair.
Committee, generally presides at the meetings of
In this regard, Towers Perrin performed work
the non-management directors. In addition, the
for management related to analysis of stock-
Lead Director undertakes such other
based compensation burn rate and dilution and
responsibilities as the directors designate,
assisted with preparation of the information
including communicating with the Chairman and
shown in the “Potential Payments Upon
Chief Executive Officer on behalf of the non-
Termination or Change-in-Control” section of
employee directors.
this proxy statement.
Shareholder Recommendations for Director
The compensation consultant also advised the
Candidates
Nominating & Governance Committee on
setting compensation for non-employee
On behalf of the Board, the Nominating &
directors. Non-employee director compensation
Governance Committee considers director
is reviewed annually based upon market data
nominees recommended by the Company’s
gathered by Towers Perrin for a sample of
shareholders. In accordance with the Company’s
general industry companies with similar
Bylaws, a shareholder who desires to nominate a
revenues, as well as several specialty consumer
person to the Board should submit to the
electronics retailers. Towers Perrin also
Secretary of the Company written notice of his
provides information concerning current trends
or her intent to make such nomination. That
in director compensation. Following discussion
notice must be given either by personal delivery
of this data, the Nominating & Governance
or by United States mail, postage prepaid, not
Committee provides a recommendation to the
later than 120 days in advance of the Annual
Board of Directors concerning compensation for
Meeting, or with respect to a special meeting of
the non-employee directors.
shareholders for the election of directors, the
close of business on the seventh day following
Management provides recommendations to the
the date on which notice of such meeting is first
Compensation & Personnel Committee
given to shareholders. Each such notice must set
regarding executive compensation plan design
forth
and compensation levels for individual senior
executives. The Chief Executive Officer and the
•
Chief Financial Officer review Circuit City’s the name and address of the shareholder
performance goals and financial budget with the who intends to make the nomination and of
Compensation & Personnel Committee for the person or persons to be nominated;
consideration in establishing incentive
• a representation that the shareholder is a
compensation targets. The Chief Executive
record holder of the Company entitled to
Officer is responsible for performance
vote at such meeting and intends to appear
evaluations of the executives who report to him.
in person or by proxy at the meeting to
He communicates the results of those
nominate the person or persons specified in
evaluations to the Compensation & Personnel
the notice;
Committee in connection with his
•
recommendations concerning salary increases a description of all arrangements or
and pay adjustments for these executives. understandings between the shareholder
-9-
and each nominee and any other person or in the same manner it evaluates other
persons (naming such person or persons) prospective nominees.
pursuant to which the nomination or
nominations are to be made by the Communicating with the Board
shareholder;
Interested parties may communicate with the
• such other information regarding each
Lead Director, the non-management directors as
nominee proposed by such shareholder as
a group or the Board of Directors by writing to:
would be required to be included in a proxy
statement filed pursuant to the proxy rules
Lead Director
of the Securities and Exchange
Circuit City Stores, Inc.
Commission, had the nominee been
9950 Mayland Drive
nominated, or intended to be nominated, by
Richmond, VA 23233
the Board of Directors; and
• The Board has requested that the Corporate
the consent of each nominee to serve as a
Secretary’s office assist with processing of mail
director of the Company if so elected.
addressed to the Board or addressed to
individual directors (other than the Lead
The Company’s Board of Directors embraces
Director). Communications are distributed to the
the principle that diversity in all respects both
Board or to the addressee, with copies to other
strengthens its membership and increases its
relevant parties such as Committee Chairs or the
effectiveness. The Board strives to select for its
Lead Director. Solicitations, marketing or other
membership highly qualified individuals who
unsolicited vendor information will be excluded
are dedicated to advancing the interests of the
unless it pertains to a substantive matter.
Company’s shareholders. When vacancies on
the Board occur, the Nominating & Governance
Concerns may also be communicated to the
Committee seeks individuals who, based on their
Board by calling the following confidential,
background and qualifications, can promote this
anonymous, toll-free Alertline telephone
goal in conjunction with the other members of
number: (800) 296-4948. Any concern relating
the Board. The Committee actively seeks
to accounting, internal accounting controls or
nominees who will bring diverse talents,
auditing matters will be referred both to the
experiences and perspectives to the Board’s
Chairman and to the Chair of the Audit
deliberations. The Committee would evaluate
Committee.
nominees for director proposed by shareholders
- 10 -
ITEM ONE — ELECTION OF DIRECTORS
The Company’s Board of Directors is divided only employee director. The Board has initiated
into three classes with staggered three-year a search for an additional non-employee director
terms. The Board, upon the recommendation of but does not expect to complete this process by
the Nominating & Governance Committee, has the date of the Annual Meeting. Your proxy for
nominated Barbara S. Feigin, Allen B. King, and this Annual Meeting cannot be voted for more
Carolyn Y. Woo, whose terms as directors of the than four director nominees. If the Board
Company will expire at the 2007 Annual identifies and appoints an additional non-
Meeting, for re-election to the Board. employee director following the date of the
Annual Meeting, that individual will stand for
In addition, the Board, upon the election at the 2008 Annual Meeting and the size
recommendation of the Nominating & of the Board would be increased back to 12
Governance Committee, has nominated James F. directors.
Hardymon for re-election to a two-year term, to
replace Michael E. Foss. Mr. Foss will be All nominees have indicated their willingness to
resigning from the Board at the June meeting in serve if elected. If, at the time of the Annual
connection with his departure from the Meeting, any nominee is unable or unwilling to
Company to become an executive officer of serve as a director then shares represented by
Petco Animal Supplies, Inc. Although Mr. properly executed proxies will be voted at the
Hardymon would not otherwise be eligible for discretion of the persons named in those proxies
re-nomination because of his age, the Board for such other person as the Board may
believes that exceptional circumstances exist in designate.
this case due to the timing of Mr. Foss’
departure. Information about the nominees for election as
directors and the other directors of the Company
Following Mr. Foss’ resignation in June, the size whose terms of office do not expire this year
of the Board will be reduced to a total of 11 appears below.
directors, with Mr. Schoonover serving as the
Nominees for Election to a Three-Year Term
BARBARA S. FEIGIN, 69, consultant specializing in strategic marketing and
branding since February 1999. She served as Executive Vice President, Worldwide
Director of Strategic Services and a member of the Agency Policy Council of Grey
Global Group, Inc. (formerly Grey Advertising, Inc.), the principal business of which
is advertising and marketing communications, from 1983 until her retirement in
February 1999. She is a director of VF Corporation. She has been a director of the
Company since 1994.
ALLEN B. KING, 60, Chairman and Chief Executive Officer of Universal
Corporation, a diversified corporation with operations in tobacco and agri-products,
and Chairman and Chief Executive Officer of Universal Leaf Tobacco Company,
Inc., international buyers and processors of leaf tobacco, since 2003. Prior to his
election as Chief Executive Officer, Mr. King was Chief Operating Officer for more
than five years. He is a director of Universal Corporation and Universal Leaf
Tobacco Co., Inc. He has been a director of the Company since 2003.
- 11 -
CAROLYN Y. WOO, 53, Dean of the Mendoza College of Business, University of
Notre Dame, since 1997. She is a director of AON Corporation and NISource, Inc.
She has been a director of the Company since 2001.
Nominee for Election to a Two-Year Term
JAMES F. HARDYMON, 72, retired as Chairman of Textron, Inc. in January 1999.
Mr. Hardymon joined Textron, Inc., a public company that produces aircraft,
fastening systems, and industrial components and products, in 1989 as President and
Chief Operating Officer. He became Chief Executive Officer in 1992 and assumed
the title of Chairman in 1993. He is a director of American Standard Companies, Inc.
and Lexmark International, Inc. He has been a director of the Company since 1998.
Directors Whose Terms Do Not Expire This Year
RONALD M. BRILL, 63, Private Investor. Mr. Brill served as Executive Vice
President and Chief Administrative Officer of The Home Depot, Inc., a home
improvement retailer, from 1995 until 2000 and as a director of the same company
from 1987 until 2000. He is a director of Pharmaca Integrative Pharmacy, Inc. He
has been a director of the Company since 2002. His present term will expire in
2009.
CAROLYN H. BYRD, 58, Chairman and Chief Executive Officer of GlobalTech
Financial, LLC, a financial services company, since May 2000. She was President of
Coca-Cola Financial Corporation from 1997 to May 2000. She is a director of Rare
Hospitality International, Inc. and AFC Enterprises, Inc. She has been a director of
the Company since 2001. Her present term will expire in 2008.
- 12 -
URSULA O. FAIRBAIRN, 64, President and Chief Executive Officer of Fairbairn
Group LLC, a human resources and executive management consulting company,
since April 2005. She served as Executive Vice President, Human Resources and
Quality for American Express Company, a diversified global travel and financial
services company, from December 1996 until her retirement in April 2005. She is a
director of Air Products and Chemicals, Inc., Centex Corporation, Sunoco, Inc. and
VF Corporation. She has been director of the Company since 2005. Her present
term will expire in 2008.
ALAN KANE, 65, Dean of the School of Business and Technology at the Fashion
Institute of Technology (FIT) since 2005. From 1997 to 2006, he was Professor of
Retailing at the Columbia Graduate School of Business. Before joining the faculty at
Columbia, Mr. Kane spent 28 years in the retailing industry with Federated
Department Stores, The May Company, Grossman's Inc. and a privately held retailer.
He is a director of American Eagle Outfitters. He has been a director of the Company
since 2003. His present term will expire in 2008.
MIKAEL SALOVAARA, 53, Private Investor. Mr. Salovaara is a retired partner
from Goldman, Sachs & Co., an investment banking firm, from 1980 to 1991 and
from Greycliff Partners, a merchant banking firm, from 1991 to 2002. He has been a
director of the Company since 1995. His present term will expire in 2009.
PHILIP J. SCHOONOVER, 47, Chairman, President and Chief Executive Officer
of the Company. Mr. Schoonover joined the Company in 2004 as executive vice
president and chief merchandising officer. He was elected president in 2005 and
chief executive officer in March 2006. Before joining the Company, he was
executive vice president – customer segments at Best Buy Co., Inc., from April 2004
until September 2004; executive vice president – new business development from
February 2002 until April 2004; and senior vice president merchandising for five
years. He has been a director of the Company since December 2005. His present
term will expire in 2009.
J. PATRICK SPAINHOUR, 57, Chairman and Chief Executive Officer of The
ServiceMaster Company, a provider of lawn, housekeeping, pest-control and
maintenance services since May 2006. He served as Chairman and Chief Executive
Officer of Ann Taylor Stores Corporation, a specialty retailer of women's apparel,
shoes and accessories, from 1996 to 2005. He is a director of The ServiceMaster
Company and Tupperware Brands Corporation. He has been a director of the
Company since 2004. His present term will expire in 2008.
- 13 -
2007 NON-EMPLOYEE DIRECTOR COMPENSATION
During fiscal year 2007, directors who were not and all stock grants in lieu of cash, are paid
employees of Circuit City received a quarterly on the dates of our regular dividend
combination of equity-based and cash payments.
compensation. Directors who are also
employees receive no compensation for service Restricted Stock Units
as members of the Board or Board committees.
If a director is elected to fill a vacancy between The non-employee directors’ equity-based
Annual Meetings, the director’s cash retainer compensation for fiscal 2007 was a restricted
and equity-based compensation is prorated for stock unit grant with a fair market value on the
the actual period of service. date of grant of $100,000, which vests one year
from the date of grant. Non-employee directors
are not permitted to sell or transfer the shares
Annual Retainer Fees
underlying the restricted stock units granted
The cash compensation for non-employee until the shares are fully vested and the non-
directors included an annual retainer of $60,000 employee director ceases to be a director of the
for service on the Board and an additional Company. Restricted stock units are generally
annual retainer of $5,000 for serving as chair of awarded on the date of the Annual Meeting.
the Compensation & Personnel or Nominating & Accordingly, on June 27, 2006, the date of the
Governance Committees. The Lead Director 2006 Annual Meeting of Shareholders, the 10
receives an additional retainer of $5,000 per non-employee directors were each issued a
year. The chair of the Audit Committee receives retainer grant of 3,720 shares of restricted stock
an additional annual retainer of $10,000 per units, which vest on June 27, 2007.
year. Retainer fees are paid quarterly. If a non-
employee director attends less than 75 percent of Stock Ownership Guidelines for Directors
the aggregate meetings of the Board and
committees on which the director serves during In order to further encourage a link between
a year, he or she forfeits 50 percent of the annual director and shareholder interests, non-employee
cash retainer earned for the year. directors receive more than half of their director
compensation in the form of equity, which they
are required to hold while they serve on the
Committee Meeting Fees
Board. Within five years of joining the Circuit
Committee meeting fees are paid as follows: (i) City Board, non-employee directors are
$1,500 for each day of committee meetings expected to own an amount of shares or share
attended that are held in person, and (ii) $750 for equivalents equal to five times the annual
each day of committee meetings attended that retainer. Shares or units held by a director under
are held by telephone. No separate fees are paid any deferral plan are included in calculating the
for Board meetings. value of ownership to determine whether this
minimum ownership requirement has been met.
Payment in Stock
Deferred Compensation
Non-employee directors may elect to receive a
stock grant in lieu of the retainer, meeting fees Non-employee directors may defer all or part of
or other cash compensation to which the director the annual retainer and committee meeting fees
would otherwise be entitled. The number of under a deferred compensation plan. On the last
shares under the stock grant will equal the day of the fiscal year, a non-employee director’s
amount of fees otherwise payable to the director deferred cash compensation account is credited
divided by the fair market value of our common with an additional amount equal to the product
stock on the payment date, rounded to the of (1) the average daily balance credited to the
nearest whole share. All cash compensation, Cash Deferral Account during that fiscal year
- 14 -
and (2) a percentage which shall be the average employee up to a total of $1,000 per year, up to
of the five-year Treasury Bill rates in effect on $5,000 per year for officers and up to a total of
the first business day of each fiscal quarter $10,000 per year for non-employee directors.
during such fiscal year plus 30 basis points.
We pay or reimburse the cost of transportation,
Non-employee directors may also defer the lodging and expenses related to Circuit City
restricted stock units awarded to them. business and make our aircraft available to
Unvested restricted stock units and deferred transport directors to and from the location of
restricted stock units are credited with additional the Board and Committee meetings. On
units equal to the fair market value of the cash occasion, directors may arrive from or return to
dividend payable on the non-vested and deferred a location other than their primary residence or
restricted stock units listed in the 2007 Director business address due to the timing and schedule
Compensation Table below. The additional for our Board meetings. We calculated the
units earned become vested at the time the incremental cost to the Company for this travel
related restricted stock units vest. In fiscal 2007, to other locations when preparing the table
Ms. Byrd, Ms. Fairbairn, Ms. Feigin, Mr. shown below. We used the same method
Hardymon, Mr. Kane, Mr. King, Mr. Salovaara, described in the notes following the Summary
and Mr. Spainhour deferred this stock grant. Compensation Table for personal use of
corporate aircraft by executive officers.
Other Compensation
Directors are covered by our business travel
Non-employee directors may participate in the accident insurance policy, which generally
Circuit City Foundation’s matching gift covers all employees and directors.
program. The Foundation will match charitable
contributions made by any Circuit City
2007 Director Compensation Table
The total fiscal 2007 compensation of our Non-Employee Directors is shown in the following table:
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($) (1) ($) (2) (3) ($) (4) ($)
Ronald M. Brill 82,750 106,905 0 189,655
Carolyn H. Byrd 72,000 106,905 0 178,905
Ursula O. Fairbairn 72,000 96,281 6,800 175,081
Barbara S. Feigin 70,500 106,905 2,080 179,485
James F. Hardymon 70,750 106,905 10,000 187,655
Alan Kane 68,250 106,905 0 175,155
Allen B. King 72,750 107,551 0 180,301
Mikael Salovaara 77,000 106,905 10,000 193,905
J. Patrick Spainhour 70,500 105,238 10,000 185,738
Carolyn Y. Woo 68,250 106,905 10,000 185,155
(1) Includes annual retainer, meeting fees, Committee Chair fees and the Lead Director fee. Dollar amounts reflect
fees earned as cash compensation, regardless of whether the director has elected to be paid in cash or stock.
(2) The amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year
ended February 28, 2007, in accordance with Statement of Financial Accounting Standards (“SFAS”) No.
123R, “Share-Based Payments,” of awards pursuant to the Circuit City Stores, Inc. 2003 Stock Incentive Plan
and thus may include amounts from awards granted in and prior to fiscal 2007. See Note 14 to the consolidated
financial statements in our Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and Note
16 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
- 15 -
February 28, 2006 for a description of assumptions underlying valuation of equity awards. Unlike the amount
reflected in the consolidated financial statements, this amount does not reflect any estimate of forfeitures related
to service-based vesting. Instead, it assumes that the director will perform the requisite service to vest in the
award.
(3) The differences in the amounts shown among Board members reflect length of service: Ms. Fairbairn joined the
Board in 2005, Mr. Spainhour joined the Board in 2004 and Mr. King joined the Board in August 2003.
The grant date fair value of stock awards in the table for Mr. Brill, Ms. Byrd, Ms. Feigin, Mr. Hardymon, Mr.
Kane, Mr. Salovaara and Ms. Woo is as follows: an award of 3,720 restricted stock units on 6/27/06 with a
grant date fair value of $99,994; an award of 4,813 restricted stock units on 6/21/05 with a grant date fair value
of $79,992; an award of 4,649 restricted stock units on 6/15/04 with a grant date fair value of $58,624; and an
award of 8,114 restricted stock units on 6/15/03 with a grant date fair value of $60,003.
The grant date fair value of stock awards in the table for Ms. Fairbairn includes the awards made on 6/27/06 and
6/21/05. For Mr. Spainhour, it includes the awards made on 6/27/06, 6/21/05 and 6/15/04. For Mr. King, it
includes the awards made on 6/27/06, 6/21/05, 6/15/04 and an award of 7,438 restricted stock units on 9/1/2003
with a grant date fair value of $76,351.
The following chart provides the number of outstanding stock awards for each director listed in the table above
as of February 28, 2007:
Unvested Vested Deferred Deferred
Restricted Restricted Stock Retainer Non-Qualified
Stock Units* Units* Units
Name Stock Options
Brill 8,538 0 0 8,408
Byrd 8,538 13,025 0 11,153
Fairbairn 6,968 1,611 0 0
Feigin 8,538 14,476 1,451 15,986
Hardymon 8,538 14,476 1,451 15,986
Kane 8,538 13,025 0 0
King 8,538 12,306 0 0
Salovaara 8,538 13,025 0 15,986
Spainhour 8,538 4,754 0 0
Woo 8,538 0 0 12,191
*includes additional units earned as dividend equivalents
We ceased granting non-qualified stock options and deferred retainer units to Directors in 2002. The options
and deferred retainer units shown in the chart above are fully vested and do not impact the value of stock
awards listed in the 2007 Director Compensation Table.
(4) The incremental cost to the Company of perquisites and other personal benefits for each non-employee director
did not exceed $10,000. The amounts in the “All Other Compensation” column to the 2007 Director
Compensation Table represent the matching contributions made by the Circuit City Foundation on behalf of
directors.
- 16 -
COMPENSATION & PERSONNEL COMMITTEE REPORT
The Compensation & Personnel Committee has Directors that the Compensation Discussion &
reviewed and discussed with management the Analysis be included in our proxy statement and
Compensation Discussion & Analysis section incorporated by reference into the Annual
which follows this report. Based on the review Report on Form 10-K for the fiscal year ended
and discussions, the Compensation & Personnel February 28, 2007.
Committee recommended to the Board of
Compensation & Personnel Committee
Ursula O. Fairbairn, Chair
Barbara S. Feigin
James F. Hardymon
Alan Kane
Mikael Salovaara
COMPENSATION DISCUSSION & ANALYSIS (CD&A)
The Committee uses a variety of resources,
OVERVIEW
including tally sheets, competitive market
This Compensation Discussion & Analysis analysis, an independent consultant and the
(CD&A) is designed to explain the material external auditors to make decisions about
elements of compensation paid to our executive executive compensation that are consistent with
officers and provide the material factors our executive compensation philosophy.
underlying our compensation policies and
decisions. The information in this CD&A The Committee considers Circuit City’s
provides context for the compensation business performance, financial goals and the
disclosures in the tables that follow and should current industry environment when determining
be read along with those disclosures. The how to apply the Committee’s executive
Compensation & Personnel Committee of the compensation philosophy to decisions about
Board of Directors is referred to as “the executive compensation.
Committee” in this CD&A. The terms “we” and
“our” refer to Circuit City Stores, Inc. When we Background
refer to the “named executive officers” we are
referring to the six individuals listed in the Several years ago, Circuit City initiated efforts
Summary Compensation Table in the “2007 to re-build our company and chart a new
Executive Compensation” section. strategic course. A significant part of our
turnaround effort has been focused on attracting
and retaining a strong management team to lead
Executive Summary
this business transformation.
Our executive compensation program consists of
base salary and at-risk compensation, both short- To motivate the executive officers to focus on
and long-term. The elements of our executive our long-term growth targets and remain with
compensation program include base salary, an the Company during our transformation, we
annual performance-based bonus, long-term awarded long-term incentive stock awards in
incentive awards, retirement programs, fiscal year 2006 covering a multi-year period.
perquisites and fringe benefits. These awards are designed to place a significant
portion of their compensation at risk and keep
incentives aligned with the business challenges
- 17 -
and competitive environment. As executive Committee reviews external competitive data
officers have been hired or promoted, we have prepared by the independent consultant. The
made additional awards under this program. total direct compensation opportunity consists of
base salary and at-risk incentive compensation,
The Committee, in consultation with both short- and long-term, and is targeted at the
management, set aggressive bonus targets for median of the competitive market data.
fiscal year 2007. However, this year proved to
be challenging for us. We saw intensified gross At-risk incentive compensation plans are
margin pressures in the second half of the year structured to align compensation with
within the flat panel television category. We performance. In aligning compensation with
have launched efforts to accelerate the timing of performance, we consider current business
planned initiatives to improve sales and gross conditions and the need to balance short- and
margin, as well as improve the efficiency of our longer-term results with the ability to retain,
expense structure. The management team is attract and motivate an experienced executive
focused intently on getting our cost structure team.
more in line with today’s marketplace.
The compensation program is designed to
In the midst of this challenging business climate reward both individual performance and
we made a number of key changes to our company performance that exceeds established
executive leadership team. In particular, we goals and objectives. Specifically, we have used
have changed our executive management two different financial measures for the short-
structure to improve execution and and long-term incentive awards to maintain
accountability, to better align all retail channels focus on both earnings per share and longer-term
and to improve the coordination between gains in net operating profit margin. Operating
merchandising and marketing. profit margin is earnings from continuing
operations before income taxes as percentage of
As a result of the difficult business environment net sales and operating revenues. We have
and our philosophy that a significant portion of chosen to balance the allocation between annual
executive compensation should be at-risk, the and long-term incentives to ensure executives
named executive officers did not receive a bonus are motivated to achieve both annual and long-
this year. term company goals.
As an executive’s responsibility within the
EXECUTIVE COMPENSATION
organization increases, we allocate a higher
PHILOSOPHY
portion of his or her salary to at-risk
Our executive compensation program is compensation. The target percentage of base
designed to: salary for payment of the annual performance-
based bonus increases from 60% for senior vice
• presidents to 80% for executive vice presidents
Align compensation with short- and long-
and 100% for the chief executive officer. The
term business objectives and the interests of
rationale for this is that as an executive moves
our shareholders.
higher in the organization, a greater portion of
• Attract, motivate, reward and retain his or her annual and cash-based compensation
executive leadership who will contribute to should be at risk.
the long-term success of the company.
Market Competitiveness
• Reward achievement of high levels of
performance that drive long-term business
The Committee engaged Towers Perrin Human
success and enhance shareholder value.
Resources Services to review the
competitiveness of our executive compensation
In conjunction with making decisions
program for senior executives. This review
concerning executive compensation, the
- 18 -
focused on base salary, target total cash achieve the executive compensation philosophy
compensation (equal to salary plus target bonus), principles stated above.
and target total direct compensation (equal to
salary plus target bonus plus the annualized, ELEMENTS OF COMPENSATION
expected value of long-term incentives). PROGRAM
Based on a review of our executives’ job duties, Our ongoing executive compensation program
Towers Perrin matched our executive positions consists of the following elements:
to various benchmark positions reported in the
• Base Salary
following two primary surveys:
• Annual Performance-Based Bonus
• Towers Perrin’s Executive Compensation
•
Data Bank, which reports data from more Long-Term Incentive Awards
than 500 companies across a broad range of
• Retirement Programs
industries
• Perquisites & Fringe Benefits
• Hay Total Remuneration Survey – Retail
Industry
In addition, we may provide some of the forms
of compensation listed above for a period of
The Towers Perrin data provides general
time after termination of employment.
industry information while the Hay survey data
includes more than 70 retailers that participate in
Base Salary
the survey. For positions commonly found
across industries, Towers Perrin developed
Individual base salaries are established in
blended “going rates” based on the average of
relation to benchmark competitive data and are
the 50th percentile retail and general industry
adjusted to recognize the level of responsibility,
data. For positions specific to the retail industry,
business performance, individual performance
competitive data was based on the rates in the
and internal equity.
Hay survey.
The Chief Executive Officer reviews the
Where possible, primary market data was
performance of the executive officers annually
adjusted to correspond to each executive’s
and provides a recommendation to the
approximate scope of responsibility. Further, an
Committee concerning base salary increases for
effort was made to use data based on companies
the executives. The independent consultant
of a similar revenue size.
provides the Committee competitive market
information for base salaries. On average, the
Towers Perrin also collected available data from
senior executive officers as a group received an
proxy statements for the following companies to
increase of 3.77% as a result of the annual salary
use as secondary information: The Home
review in fiscal year 2007 related to
Depot, Inc., Target Corp., Sears Holdings Corp.,
performance in fiscal year 2006. In making
Walgreen Co., Best Buy Co., Inc., Dillard’s,
decisions about base salary increases, the
Inc., TJX Companies, Inc., Gap Inc., Office
Committee also takes into account the impact of
Depot Inc., Limited Brands, Inc., Nordstrom,
such increases on target bonus and total cash
Inc., RadioShack Corp. and Federated
compensation.
Department Stores, Inc.
A number of senior executives were hired during
The results of this work on market
fiscal 2007. In setting their base salaries, the
competitiveness were used for both the annual
Committee took into consideration their
base salary review process and for individual
compensation levels at their previous employers,
compensation decisions in connection with
the results of competitive market information for
hiring and promotion of executive officers. The
the positions they were hired into and their total
Committee uses this information as a tool to
- 19 -
cash compensation opportunity. In order to easily understood, reflects our efforts to grow
recruit these executives, Circuit City also offered revenue, and takes into account our goal to
one-time equity awards and sign-on bonuses reduce and leverage expenses. Achievement of
which replaced compensation opportunities this performance goal is determined based on
forfeited with previous employers or which were GAAP earnings as reported in our financial
otherwise believed necessary to recruit these statements, excluding the effects of any
executives. change(s) in accounting principles. All
determinations regarding the achievement of the
performance goal are made by the Committee
Annual Performance-Based Bonus
and expenses related to store and facility
Short-term incentive compensation is designed closures, if any, are included in the results.
to reinforce the relationship between executive
pay and the company’s performance each fiscal Actual payout opportunity for fiscal year 2007
year. ranged as shown in the table below, with the
100% payout level intended to represent our
The annual performance-based bonus is a cash target performance goal.
incentive award that is tied to attainment of
company goals that, if achieved, fund the FY07 Performance Levels
payments under the plan. Senior executives are Goal 50% 75% 100% 150% 200%
eligible for target awards in an amount based on EPS $0.75 $0.87 $1.00 $1.15 $1.30
a percentage of their base salary. The target
levels for the senior executive officer positions, The performance levels shown above were
which do not change from year to year, are as established in connection with projections made
follows: in our annual financial planning process at the
beginning of the fiscal year. The Committee
Target bonus Maximum approved the performance criteria and target
percent of bonus percent levels within the first 90 days of the fiscal year.
base annual of base annual The Committee approves new targets under the
Position salary salary annual performance-based bonus plan each year.
CEO 100% 200%
EVP* 80% 160% As a result of the challenging competitive
SVP 60% 120% environment in the second half of the fiscal year,
we did not achieve the earnings per share targets
*includes the Chief Financial Officer
listed above. Consequently, none of the named
executive officers who were serving as
The amount paid to individual executive officers
executives on the last day of the fiscal year
under the annual performance-based bonus plan
received a bonus.
is equal to the executive’s base annual salary in
effect on December 1st multiplied by the target
Long-Term Incentive Awards
bonus percent applicable to their job position
and multiplied by the performance level we
Long-term compensation consists primarily of
achieved as a Company. If achieved, attainment
stock-based awards. Stock-based awards,
of performance levels is certified by the
whether options or restricted shares, may be
Committee following the end of the fiscal year
awarded based on the executive’s position,
based on actual results in our audited financial
experience and performance.
statements.
In June 2005, we designed our current long-term
For fiscal 2007, the Committee set the criteria
incentive program that includes a mixture of
for the company performance level based upon
restricted stock, performance-accelerated
earnings per share results. We believe that this
restricted stock and non-qualified stock options.
was an appropriate performance measure for the
annual bonus because it is widely accepted,
- 20 -
We refer to this long-term incentive plan as the The restricted stock awards under the LTIP will
LTIP. vest 100% on July 1, 2009. The performance-
accelerated restricted stock awards under the
The LTIP is designed to be equivalent to the LTIP will vest on July 1, 2009, with a provision
total awards we would otherwise have made for earlier accelerated vesting based upon
over the course of multiple fiscal years. As a attainment of annual operating profit margin at
result, we did not make an annual equity award the following levels, which are cumulative:
to executives or other key employees
participating in the LTIP during fiscal year Operating Profit Acceleration of
2007. Margin shares
2.3% 25% of shares vest
Executives who were employed with us when 3.25% 50% of shares vest
this program was implemented in June 2005 4.0% 75% of shares vest
received equity awards at the following levels 4.5% 100% of shares vest
based upon their position:
Operating profit margin is earnings from
Performance Non- continuing operations before income taxes as a
Accelerated Qualified percentage of net sales and operating revenues,
Restricted Restricted Stock as each is reflected in our annual audited
Stock Options
Position Stock consolidated financial statements.
0(2)
CEO 100,000 100,000
President 90,000 90,000 340,000 The non-qualified stock options under the LTIP
EVP 65,000 65,000 200,000 vest at a rate of one-fourth per year from the
SVP(1) 35,000 35,000 140,000 grant date.
SVP 13,500 13,500 54,000
(1)
SVPs on the Management Executive Committee The equity awards under the LTIP to senior
(2)
At the former CEO’s request, the options that executives include a provision requiring the
would have been awarded to him were set aside for executive officer to retain at least 50 percent of
use in making “Chairman’s Awards” of restricted
the shares received upon vesting or exercise,
stock up to an equivalent value to recognize
after satisfaction of applicable tax liabilities,
outstanding performance.
until the executive officer meets our stock
ownership guidelines.
We awarded an equal number of shares of
restricted stock and performance-accelerated
In addition, the restricted stock awards and the
restricted stock under the LTIP as a balance
performance-accelerated restricted stock awards
between retaining these executives through the
under the LTIP contain a performance condition
end of the vesting period and providing an
applicable to the named executive officers that
incentive to drive results above our business
will prevent shares from vesting unless our stock
plans by meeting the criteria for acceleration.
price has increased to a specified level by the
final vesting date for the award. If the stock
Executives who have been hired or promoted to
price is not at the specified level, then the award
their current position since June 2005 received
will remain restricted until it reaches and
awards of a pro-rata number of shares of
maintains the required stock price for five
restricted stock, performance-accelerated
consecutive trading days. If that performance
restricted stock and stock options in the LTIP.
condition is not met within three years after the
In addition, we have awarded options and
final vesting date, then any shares that had not
restricted stock that is not part of the LTIP to
vested on the final vesting date will be forfeited
newly hired executives in connection with their
by the named executive officer. This provision
employment offer and to current executives as
is designed to ensure that the awards are fully
recognition for superior performance.
deductible for tax purposes when they vest.
- 21 -
Upon issuance of the award, the time-based To remain competitive from a benefits
restricted stock and performance-accelerated perspective, the Committee adopted a
restricted stock are included in our outstanding Supplemental 401(k) Plan effective March 1,
shares. Dividends are paid on these shares at the 2005 that, like the benefit restoration plan, is
regular dividend rate in effect for our common designed to provide benefits for executives
stock. No dividends are paid on stock options. affected by the Internal Revenue Code limits on
qualified retirement plans. The Supplemental
Mr. Schoonover’s total compensation for fiscal 401(k) plan is designed to mirror the tax-
year 2007 shown in the Summary Compensation qualified 401(k) plan. It is not designed to
Table includes a one-time award of 1,000,000 provide any additional benefit features to these
non-qualified stock options granted upon his executives beyond those available under the
promotion to CEO effective March 1, 2006. qualified plan.
These stock options will vest one-third on March
1, 2009, one-third on March 1, 2010 and one- The Supplemental 401(k) Plan is an unfunded,
third on March 1, 2011. These stock options non-qualified deferred compensation plan, under
have a longer vesting period than our normal which executives may defer up to 40 percent of
terms and conditions because this award is their compensation and are eligible to receive a
designed to provide a long-term incentive to Mr. matching contribution of up to 4 percent of their
Schoonover to lead changes in Circuit City’s compensation less any matching contribution
business that will increase shareholder value. received under the tax-qualified 401(k) plan.
Additionally, the number of options awarded These deferral and matching contribution
reflects the Committee’s belief that the CEO percentages are the same as the percentages
should have a significant stake in the Company under our regular 401(k) plan.
as a shareholder. The award of stock options
will allow him to acquire shares necessary to Matching contributions are made following the
achieve his required stock ownership levels. same formula used for safe harbor matching
contributions under the qualified plan and the
investment choices are substantially equal to
Retirement Programs
those offered in the qualified plan. For fiscal
In fiscal year 2005, we substantially froze our year 2007, Mr. Schoonover, Mr. Foss and Mr.
pension plan and a related benefit restoration Jonas participated in the Supplemental 401(k)
plan for executives. The benefit restoration plan Plan.
was designed to provide benefits for the senior
executives who were affected by the Internal Perquisites & Fringe Benefits
Revenue Code limits on benefits provided under
a pension plan. It is a non-qualified defined We provide perquisites to the executive officers,
benefit plan. Freezing the pension and benefit as outlined in the chart following the Summary
restoration plans were part of changes to our Compensation Table.
overall retirement program in fiscal 2005.
Senior Vice Presidents and above are eligible
Executives who were within 10 years of early or for:
normal retirement under the pension plan in
•
fiscal 2005 remained eligible to receive a car allowance of $858 per month,
supplemental benefits under the non-qualified
• a financial planning allowance of up to
benefit restoration plan. Of the current named
$6,000 per year, and
executive officers, only Mr. Clark and Mr. Jonas
remain eligible for benefits under the benefit • participation in the Officer Evaluation
restoration plan. They will only receive these Program which provides consumer
benefits if they work for us until retirement. electronics to the executive for personal use
and evaluation of the merchandise.
- 22 -
Additionally, the Chief Executive Officer and perquisites to provide full disclosure for
the Chief Financial Officer are allowed limited investors.
personal use of our aircraft. The Chief
Executive Officer may use up to 50 hours per We also provide certain benefits to all
year and the Chief Financial Officer may use up employees and/or all full-time employees that
to 30 hours per year. These executives are taxed are not included as perquisites in the Summary
for their personal use of the aircraft based on a Compensation Table for the named executive
standard industry fare level formula, which officers because they are broadly available. This
equates to roughly the cost of first-class airfare. includes health and welfare benefits, an
The aggregate incremental cost of the use of the Associate Discount Program on merchandise,
aircraft for these executives is described further adoption assistance, credit union membership,
under the Summary Compensation Table in the matching gift contributions to qualifying
“2007 Executive Compensation” section. educational and cultural organizations and an
employee stock purchase plan.
The Officer Evaluation Program is designed to
provide the company with feedback and Post-Termination Compensation
evaluations concerning merchandise we sell to
consumers. In addition, it helps us become more Under our employment agreements and certain
familiar with these products. Executives are plan documents, the named executive officers
allowed to use merchandise with a discounted may be entitled to post-termination
retail value of up to $8,000 at any given time compensation in certain cases. These provisions
under the program. After evaluating a product are detailed further and quantified in the section
for 18 months, they must then either return it to of this proxy statement titled “Potential
us or purchase it at its then current-value. The Payments Upon Termination or Change-In-
aggregate incremental cost of this program is Control.”
described further under the Summary
Compensation Table in the “2007 Executive We provide these benefits to executives because
Compensation” section. we want their focus to be directed toward
business objectives and not disrupted by an
Senior Vice Presidents and above may also actual or rumored change-in-control of the
receive: company. Further, we believe that these
• relocation benefits provisions are necessary to retain key employees
during the volatility of our business turnaround
• merchandise, and
and in light of past situations where we were the
• other fringe benefits
target of unsolicited offers to acquire the
Company. In the event a corporate transaction
We offer relocation benefits to employees when
was being considered, we believe that these
they join the Company. In some cases, the
provisions would cause the executives to act in
relocation benefits offered to executives are
the best interest of shareholders without undue
more generous than the relocation benefits that
concern over how a transaction might affect
are generally available to other salaried
their personal employment.
employees.
To ensure this post-termination compensation is
We incur the cost of travel expenses and
reasonable, the Board of Directors has adopted a
merchandise gifts for executives and their
policy with respect to employment agreements
spouses in connection with an annual
with executive officers that limits benefits
recognition event for our top performing store
payable in the event of a change-in-control. For
directors and field personnel. On occasion, we
employment agreements with executive officers
may gross-up the employee’s pay for taxes
entered into after June 21, 2005 (including
related to imputed income on these gifts. We
written amendments to, but excluding automatic
consider each of these fringe benefits to be
renewals of, existing employment agreements),
business-related but are reporting them as
- 23 -
the value of change-in-control severance Our employment agreements also provide for
benefits payable under the agreements, severance payments in the event of the
determined as set forth below, may not exceed executive’s termination. In the event of a
2.99 times the sum of the executive officer’s termination without cause or termination by the
base salary plus the most recent bonus paid to executive for Good Reason, we will provide
the executive officer (or, if no bonus has been cash severance in amounts that range from one
paid to the executive officer in the executive times base salary and target bonus up to two
officer’s current position, the executive officer’s times base salary and target bonus plus a pro-
target bonus at a 100% payout). rata share of target bonus for the fiscal year in
which the termination occurs. Other severance
Of the named executive officers, only Mr. provisions include accelerated vesting of stock
Hedgebeth joined us after this provision was that would have vested during the then-current
implemented, but it applies to all executive term of the agreement, outplacement services
officers who enter into new employment and continuation of employee benefits for up to
agreements with us. two years.
The following are subject to the 2.99x limit: OTHER COMPENSATION POLICIES &
PRACTICES
• lump sum severance payments
• Stock Ownership Guidelines
periodic cash payments
• consulting fees (other than fees paid on an Our stock ownership guidelines require
hourly or per diem basis for work actually executives to hold specific levels of our stock in
performed) order to ensure focus on long-term success and
shareholder value. Consistent with this
• the value of post-termination employee
philosophy, the Committee has implemented
benefit plan and fringe benefit continuation
stock ownership guidelines for the senior
• additional service credit under our frozen executives as follows:
non-qualified defined benefit plan
Job Level # Shares
Chief Executive Officer 325,000
The value of accelerated vesting of stock options
Executive Vice President* 165,000
and other long-term incentive awards is not
Senior Vice President 85,000
subject to the 2.99x limit, nor is accelerated
(Management Executive Committee)
payment of an amount that would otherwise be
Other Senior Executives 45,000
due to the executive officer at a later date. We *includes Chief Financial Officer
believe that accelerated vesting protects an
existing award under a stock incentive plan and The guidelines were effective July 1, 2004.
does not provide an additional severance benefit. Executives in their positions at that time have
Acceleration of payment is only a timing change until July 1, 2009 to attain the required
and we do not view it as providing an additional minimum level. New executives or those
severance benefit. promoted into a new position have five years
from their date of hire or promotion to attain the
Because excise taxes may be imposed on a required level.
portion of change-in-control benefits in some
cases, excise tax reimbursement and gross-up Under the guidelines, non-vested restricted stock
payments may still apply in these situations. and stock options do not count toward
Such payments do not increase the after tax ownership until all restrictions lapse or options
value of benefits to the executive officer, and are exercised. Each year, the Committee
therefore, we do not count them for purposes of evaluates management’s progress in meeting the
our 2.99x limit. target levels.
- 24 -
The guidelines are designed to further align delegates authority to the CEO to grant a limited
management’s long-term interests with that of number of equity awards for that purpose and
shareholders by encouraging executives to make the awards are reported to the Committee at the
a commitment to hold a minimum amount of next regular meeting. We do not use written
Circuit City stock. The Committee takes these consents in connection with stock option awards.
guidelines into account when making decisions
about equity awards to senior executives. Long- We do not coordinate the issuance of stock
term incentive awards are designed to ensure options with the release or withholding of
that each executive has the ability to meet their material non-public information. The date of
target ownership levels. our regular Committee meetings is established at
least one-year in advance without regard to the
Executives who fail to meet these guidelines by expected release dates for earnings or other
the specified date will be expected to hold all announcements.
shares acquired through stock option exercises,
(or the net number of shares remaining after a Other stock awards are generally made as part of
cashless exercise) until they reach their target a long-term or annual stock incentive award
level. In addition, these executives will be program and approved by the Committee, with
expected to invest between 25% to 30% of the the grant date specified in advance as part of the
proceeds from their annual bonus payment until proposed Committee resolutions.
they reach their target level.
Stock options are awarded at the fair market
value of our stock on the grant date, as defined
Stock Option Practices
in the stock incentive plan; no “discounted”
We award stock options to senior executive options are awarded. Until December 2006, fair
officers. A limited number of non-executives in market value was defined in the stock incentive
key roles may also receive options in connection plan as the average of the high and low prices of
with an employment offer. our stock on the grant date. Effective December
14, 2006, fair market value is now defined in the
Stock option grants and restricted stock awards plan as the closing price on the grant date. This
to senior executives are made at regularly change was made to simplify disclosure for
scheduled Committee meetings, which occur investors under the new proxy statement rules.
every two months. Our Senior Vice President of
Human Resources, in consultation with the Prohibition on Repricing and Reloads
Chief Executive Officer and the Chief Financial
Officer provides the Committee with a As a matter of policy, our stock incentive plans
recommendation concerning the recipients, the prohibit the surrender of a stock option in
reason for the award and the number of options consideration for the grant of a new option with
to be awarded. The Committee is also provided a lower exercise price or for another equity
with information concerning stock utilization award. We are not allowed to make changes to
and the number of shares available under our the plan that would permit this practice without
stock plans. The grant date is the date of the shareholder approval. In addition, the
meeting when the options are approved by the Committee cannot take any action which would
Committee. We communicate the fact of the reduce the exercise price of a stock option or
award promptly to the executive and we issue a stock appreciation right, whether by amendment,
written award letter setting forth our obligations cancellation or otherwise, after such award is
under the award. granted.
Stock option grants to non-executives in Executive Compensation Recovery Policy
connection with hiring or promotion are granted
on the first day of the month following the hire It is our policy that we will, to the extent
date or effective date of a promotion. The Board permitted by governing law, require
- 25 -
reimbursement of a portion of any performance- Under Section 162(m) of the Internal Revenue
based bonus paid to any senior executive officer Code, non-performance based compensation
after March 1, 2007 where paid to the named executive officers in excess of
$1 million dollars is not tax-deductible. Certain
• the payment was based on the achievement
other criteria apply for performance-based
of certain financial results that were
compensation to be deductible. Where possible,
subsequently the subject of a substantial
we try to preserve the tax deductibility of
financial restatement, as determined by the
executive compensation. From time to time, we
non-management members of the Board;
may award compensation that is not fully
• deductible when deemed necessary by the
in the view of the non-management
Committee, balancing tax efficiency with the
members of the Board, the officer personally
objectives of our executive compensation
engaged in fraud or misconduct that caused
philosophy.
or partially caused the need for substantial
financial restatement; and
In addition, our deduction for personal use of the
• a lower payment would have been made to corporate aircraft by the CEO and CFO is
the officer based upon the restated financial limited because we report this compensation as
results. income to them using a standard industry fare
level calculation, but we are required by the
In each such instance we will, to the extent
Internal Revenue Service to compute the cost of
practicable, seek to recover the amount by which
this perquisite to us on a higher non-deductible
the individual officer’s annual bonus for the
basis.
relevant period exceeded the lower payment that
would have been made to the officer based upon
the restated financial results, plus a reasonable
rate of interest; provided that we will not seek to
recover bonuses paid more than three years prior
to the date the applicable restatement is
disclosed.
Accounting & Tax Considerations
The Committee considers accounting and tax
implications when making compensation
decisions.
- 26 -
2007 EXECUTIVE COMPENSATION
Summary Compensation Table for Fiscal 2007. The table below sets forth for the fiscal year ended
February 28, 2007, the compensation earned by the Chief Executive Officer, the Chief Financial Officer,
the three other most highly compensated executive officers and one individual for whom disclosure would
have been required but who was not serving as an executive officer at the end of the fiscal year. We refer
to these individuals as our named executive officers.
Change
in
Pension
Value &
Non-
Non-
Equity Qualified
Incentive Deferred
Plan Compen- All Other
Option Compen- sation Compen-
Stock
sation Earnings
Name and Year Salary Bonus Awards Awards sation Total
Principal Position (1) ($) ($) ($) ($) (3) ($) (4) ($)
($) (2) ($) (2)
Philip J. Schoonover
Chairman, President &
CEO 2007 894,615 0 1,074,852 4,777,004 0 - 208,477 6,954,948
Michael E. Foss
EVP, Chief Financial
Officer 2007 570,192 0 544,120 504,513 0 713 56,355 1,675,893
George D. Clark, Jr.
EVP, Multi-channel
Sales 2007 523,462 0 517,800 314,557 0 179,865 25,838 1,561,521
Reginald D. Hedgebeth
SVP, General Counsel &
Secretary 2007 337,115 0 307,130 440,326 0 - 24,559 1,109,129
Eric A. Jonas, Jr.
SVP, Human Resources 2007 370,192 0 288,058 390,492 0 68,591 49,947 1,167,281
Brian E. Levy
Former SVP & CEO of
InterTAN 2007 215,124 71,433 (199,922) 576,728 0 - 2,493,442 (5) 3,156,805
(1) Mr. Levy resigned effective March 23, 2006. In addition, Mr. Foss provided notice on February 19, 2007 that
he would resign in April 2007. The stock awards and option awards shown for Mr. Levy in the table above
reflect the reversal of stock-based compensation expense recognized by the company in fiscal 2007 as a result
of his resignation.
(2) Amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year
ended February 28, 2007, in accordance with Statement of Financial Accounting Standards (“SFAS”) No.
123R, “Share-Based Payments,” of awards pursuant to the Circuit City Stores, Inc. 2003 Stock Incentive Plan
and thus may include amounts from awards granted in and prior to fiscal 2007. See Note 14 to the consolidated
financial statements in our Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and Note
16 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
February 28, 2006 for a description of assumptions underlying valuation of equity awards. Unlike the amount
reflected in the consolidated financial statements, this amount does not reflect any estimate of forfeitures related
to service-based vesting. Instead, it assumes that the executive will perform the requisite service to vest in the
award.
(3) Mr. Schoonover, Mr. Hedgebeth and Mr. Levy are not eligible to participate in the frozen defined benefit plans.
Mr. Foss has a frozen pension benefit based on two years of service which would have become vested if he had
- 27 -
earned five years of service; he is not eligible to receive benefits under the non-qualified benefit restoration
plan. Mr. Clark and Mr. Jonas each have a frozen vested pension benefit and are sustained participants in the
non-qualified benefit restoration plan. The aggregate annual change in the actuarial present value of
accumulated benefits under these plans for Mr. Foss, Mr. Clark and Mr. Jonas are shown above and comprised
of the following amounts:
Change in Change in Benefit
Pension Benefit Restoration Plan
Value ($) Value ($)
Michael E. Foss 713 0
George D. Clark, Jr. 6,609 173,256
Eric A. Jonas, Jr. 3,107 65,484
(4) All Other Compensation for the named executive officers includes the following:
Company
Match Under Company Payment in Matching Perquisites
Defined Cost of Contribution Connection Contributions and Other
Contribution Basic Life Relocation to Stock with by Circuit City Personal
Plans Insurance Payment Purchase Plan Termination Foundation Total
Benefits
Name Year ($) ($) ($) (a) ($) ($) ($) ($) ($)
Schoonover 35,785 1,051 50,000 - - 5,000 116,641(b) 208,477
2007
Foss 22,808 471 - - - 2,000 31,077(c) 56,355
2007
Clark 4,554 845 - - - 2,500 17,939(d) 25,838
2007
Hedgebeth 2,092 297 - - - 1,000 21,169(e) 24,559
2007
Jonas 24,048 4,059 - - - 3,250 18,590(e) 49,947
2007
Levy 3,474 - - 3,641 2,483,316 0 3,011(f) 2,493,442
2007
(a)
In connection with his promotion to CEO, Mr. Schoonover was provided with a payment of $50,000
for relocation expenses that are not otherwise reimbursable by the Company.
(b)
The amount shown for Mr. Schoonover includes: $92, 971 representing the incremental cost to Circuit
City for personal use of the corporate aircraft. The amount also includes an aggregate of $23,670 for
car allowance, financial planning reimbursement, value of merchandise acquired in fiscal year 2007
through the officer evaluation program and gifts of merchandise.
(c)
The amount shown for Mr. Foss includes: the incremental cost to Circuit City for personal use of the
corporate aircraft (which was less than $25,000), car allowance, value of merchandise acquired in
fiscal year 2007 through the officer evaluation program and gifts of merchandise.
(d)
The amount shown for Mr. Clark includes: car allowance, value of merchandise acquired in fiscal year
2007 through the officer evaluation program and gifts of merchandise.
(e)
The amounts shown for Mr. Hedgebeth and Mr. Jonas includes: car allowance, financial planning
reimbursement, value of merchandise acquired in fiscal year 2007 through the officer evaluation
program and gifts of merchandise.
(f)
The amount shown for Mr. Levy includes car allowance.
(5) In connection with his employment agreement, Mr. Levy was entitled upon his termination to receive
payments for liabilities assumed by InterTAN Canada, Ltd and guaranteed by Circuit City under the
InterTAN, Inc. Deferred Compensation Plan. This deferred compensation was accelerated and paid in a
one-time payment of $2,483,316 on May 30, 2006.
- 28 -
Perquisites
In accordance with SEC rules, we report the of the former CEO, however, reflecting the fact
amount of each perquisite that exceeds the that Mr. Schoonover is new to this position.
greater of $25,000 or 10% of the aggregate
perquisites granted to each named executive As part of the annual performance review in
officer. April 2006, Mr. Foss received a base salary
increase from $550,000 to $575,000, an increase
In fiscal 2007, the executive officers were of 4.5%, reflecting his strong performance as
eligible for a car allowance of $858 per month, CFO and his additional responsibilities for
reimbursement of financial planning expenses of oversight of the international segment
up to $6,000 and participation in the officer operations.
evaluation program. Under the officer
evaluation program, executives may select Mr. Clark was promoted to the level of
merchandise for evaluation and personal use. Executive Vice President effective March 1,
Participants may have a maximum of $8,000 2006. He received a base salary increase in
worth of merchandise at a time. After eighteen connection with this promotion. Mr. Clark’s
months, executives may return the merchandise base salary increased to $525,000 from
or purchase the merchandise at a discounted $475,000 or 10.5%.
rate. The incremental cost to us is calculated by
summing the discounted retail price of each As part of the annual performance review in
product acquired in fiscal year 2007 by the April 2006, Mr. Jonas received a 7.0% base
named executive officer. salary increase from $350,000 to $375,000, and
Mr. Hedgebeth received a 4.6% base salary
We calculate the incremental cost of personal increase from $325,000 to $340,000.
use of our aircraft by calculating fuel cost per
mile and adding expenses such as crew Employment Agreements
expenses, ramp fees, landing fees and catering.
We also include the incremental tax expense that We have employment agreements with each of
is incurred because these executives are taxed the named executive officers. Generally, the
for their personal use of the corporate aircraft employment agreements provide for annual
based on a standard industry fare level formula salary review and participation in our bonus,
rather than the full cost of operating the aircraft. stock incentive and other employee benefit
We do not include in our calculation non- programs. Each agreement contains provisions
variable items such as maintenance, labor, parts, confirming the executive’s obligation to
engine restoration, crew salaries, hangar, maintain confidentiality of our information and
insurance, training and weather monitoring not to compete with Circuit City for a specified
services. period of time after his or her employment ends.
These employment agreements address the
2007 Salary Information
following termination scenarios:
Mr. Schoonover was named Chief Executive
• Termination due to Death or Disability
Officer effective March 1, 2006 and Chairman
•
of the Board effective June 27, 2006, upon the Termination for Cause
retirement of former Chairman and CEO, W.
• Involuntary Termination by the Company
Alan McCollough. The Committee approved an
Without Cause
increase in Mr. Schoonover’s base salary from
$725,000 to $900,000. The size of the increase • Termination by Executive with Good
reflects the significant increase in his Reason
responsibilities as CEO. This amount is
• Termination following a Change-in-Control
approximately $75,000 less than the base salary
- 29 -
If an executive dies while performing Termination by the Company Without Cause.”
responsibilities under the employment This would include our decision not to renew the
agreement, we will be obligated to pay benefits executive’s employment agreement at the end of
to his or her survivors as determined by our a term or renewal period. In the event of
retirement, insurance and employee benefit Involuntary Termination Without Cause, the
programs. In addition, the employment employment agreements specify that we would
agreement provides that all stock grants would pay the executive an amount ranging from one
become immediately vested and exercisable by to two times their base salary and target bonus,
the executive’s survivors or estate. provide health and welfare benefit plan
participation for one to two years, provide up to
If an executive becomes unable to perform $50,000 in outplacement services, accelerate
normal duties because of any physical or mental vesting of stock options and restricted stock
illness or injury, then we consider that executive (other than performance-based) that would have
disabled for purposes of the employment vested during the current term of the agreement
agreement if (i) the condition has persisted for and (if applicable) provide age and service credit
180 days in a 12 month period, (ii) a physician under the pension, medical and other benefit
has certified that the executive is unlikely to be plans. In addition, certain executives would also
able to return to normal duties, or (iii) the be entitled to a pro-rata target bonus for the year
disability insurer covering the executive has in which the termination occurs. The specific
determined that the executive is totally disabled. time periods and provisions applicable to each of
We would have the right to terminate the the named executive officers under this scenario
executive’s employment for disability and would are described in the section titled “Potential
be obligated to pay the executive accrued salary Payments Upon Termination or Change-In-
and any unpaid earned bonus. In addition, all Control.”
stock grants, other than performance-based
restricted stock, would become immediately If we reduce or limit an executive’s salary,
vested and exercisable by the executive or his or annual bonus, long-term incentive plan
her personal representatives. The executive may participation, benefits or other compensation
also have other vested rights and benefits under arrangement without the executive’s consent and
our compensation programs such as disability in a manner that is not consistent with other
insurance or retirement benefits that would similarly situated executives, then the executive
provide for payments in this scenario. may give us notice that he or she is terminating
the employment agreement for “Good Reason.”
We can terminate an executive for “cause” if he We would have an opportunity to cure the event
or she materially breaches the terms of the or circumstance, but if we did not, we would
employment agreement and does not cure the owe the executive the same benefits as if we had
breach within ten days notice. Cause also terminated his or her employment without cause.
generally includes gross negligence, misconduct,
refusal to abide by policies and procedures, The employment agreements also provide that a
conviction of a felony or crime of moral change-in-control occurs if an individual, entity
turpitude, illegal conduct, dishonesty, fraud, or or group acquires more than 35% of Circuit
failure to disclose a conflict of interest. If we City’s common stock; a majority of the
terminate an executive for cause under the incumbent members of our Board of Directors
employment agreement, then we only owe the are replaced; or there is a merger, consolidation
executive his or her salary through the or sale of substantially all of the assets of Circuit
termination date. City. If a change-in-control occurs and an
executive’s employment is terminated within a
If we decide to end an executive’s employment specified time period following the change-in-
for any reason other than death, disability or control, then the executive would be due certain
cause, then we are obligated to pay certain benefits upon termination. Benefits would also
benefits in connection with an “Involuntary be due if the executive voluntarily terminates for
- 30 -
any reason in the thirteenth month following a Finally, an executive may voluntarily resign
change-in-control. under the employment agreement by giving us
45 days notice. We can ask the executive not to
These provisions are quantified in the section of work during that notice period, but we are
this proxy statement titled, “Potential Payments obligated to pay his or her salary and all vested
Upon Termination or Change-In-Control” and benefits through the end of the notice period.
the specific terms and conditions applicable to
each of the named executive officers is listed in
that section.
Grants of Plan-Based Awards for Fiscal 2007. The following table shows cash incentive awards under
the 2003 Annual Performance-Based Bonus Plan and awards of restricted stock and non-qualified stock
options under the 2003 Stock Incentive Plan.
Estimated Possible Payouts Estimated Future All
Under Non-Equity Incentive Payouts Under Equity Other
Plan Awards Incentive Plan Awards Stock
All Other
(1) (2) Awards:
Option Exercise Closing Grant Date
Number
Awards: or Base Price Fair Value of
of
Number of Price of on Stock and
Shares
Securities Option Grant Option
Thresh- Thresh- Max- of Stock
Grant Approval Underlying Awards Date Awards
old old Target imum or Units
Target Maximum
Name Options (#)
Date Date ($/Sh) ($/Sh) ($)
($) (#) (#)
($) ($) (#) (#)
Schoonover - - 450,000 900,000 1,800,000 - - - - - - - -
3/1/06 2/20/06 - - - - 30,000 - - - - - 715,500(5)
3/1/06 2/20/06 - - - - - - - 1,000,000(3) 23.845(4) 23.92 15,320,000(5)
Foss - - 230,000 460,000 920,000 - - - - - - - -
Clark - - 210,000 420,000 840,000 - - - - - - - -
3/1/06 2/20/06 - - - - 30,000 - - - - - 715,500(5)
Hedgebeth 102,000 204,000 408,000 - - - - - - - -
Jonas 112,500 225,000 450,000 - - - - - - - -
Levy - - - - - - - - - - - - -
(1) Target levels and maximum payout under the 2003 Annual Performance Based Bonus Plan for the named
executive officers is as follows:
Target bonus as Maximum bonus
percent of base as percent of base
salary salary
Name
Schoonover 100% 200%
Foss 80% 160%
Clark 80% 160%
Hedgebeth 60% 120%
Jonas 60% 120%
Levy - -
Threshold levels shown in the table represent a 50% payout under the bonus plan, which is the minimum
performance level under the plan. As described in the Compensation Discussion & Analysis, no amounts were
awarded to the named executive officers under the plan for fiscal 2007 because the performance thresholds were
not achieved.
For fiscal 2008, the Committee has again set the criteria for the company performance level based upon
earnings per share.
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(2) Under our long-term equity incentive program, Mr. Schoonover and Mr. Clark were granted performance-
accelerated restricted stock in connection with their promotions in March 2006. The awards were approved at a
Compensation & Personnel Committee meeting on February 20, 2006 but were effective March 1, 2006 which
was the effective date of the promotions. Accelerated vesting of a percentage of the shares will occur if Circuit
City achieves an Operating Profit Margin, measured as of each fiscal year end for fiscal years 2008 and 2009.
The awards will vest 25 percent if the Operating Profit Margin is 2.3 percent; 50 percent at 3.25 percent; 75
percent at 4.0 percent; and 100 percent at 4.5 percent. If accelerated vesting does not occur, the shares will vest
100% on July 1, 2009.
Mr. Schoonover and Mr. Clark were also awarded shares of restricted stock in connection with their
promotions. This stock will vest 100 percent on July 1, 2009, subject to the market condition described below.
Both the performance-accelerated restricted stock and the restricted stock awards are subject to a stock price
performance condition that will prevent shares from vesting unless our stock price has increased to a specified
level by the final vesting date for the award. If the stock price is not at the specified level, then the award will
remain restricted until it reaches and maintains the required stock price for five consecutive trading days. If that
performance condition is not met within three years after the final vesting date, then any shares that had not
vested on the final vesting date will be forfeited by the named executive officer.
(3) Mr. Schoonover was granted non-qualified stock options in connection with his promotion. The options will
become exercisable in three equal installments on each of the third, fourth and fifth anniversaries of the grant
date.
(4) Exercise price was calculated based on the average of the high and low stock price on the date of grant. Until
December 2006, fair market value was defined in the stock incentive plan as the average of the high and low
prices of our stock on the grant date. Effective December 14, 2006, fair market value is now defined in the plan
as the closing price on the grant date. This change was made to simplify disclosure for investors under the new
proxy statement rules.
(5) The grant date fair value of these stock and options awards reflects the full accounting expense, as of the grant
date, that will be recognized by the Company over the course of multiple years and does not necessarily
represent the value that will be realized by the executive officer upon vesting or exercise.
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Outstanding Equity Awards at 2007 Fiscal Year-End. The following table shows outstanding equity
awards held by the named executive officers as of February 28, 2007.
Option Awards Stock Awards
Equity
Incentive
Plan
Equity Awards:
Incentive Market
Equity Plan or Payout
Market Awards: Value of
Incentive
No. of Value of No. of Unearned
Plan
Shares,
Awards: Shares Shares Unearned
No. of No. of or Units Shares, Units or
No. of or Units
Securities Securities of Stock of Stock Units or Other
Securities
Other Rights
Underlying Underlying Underlying That That
Unexercised Unexercised Unexercised Option Have Rights That
Have
Options Options Unearned Exercise Option Not Not That Have Not
Vested Have Not Vested
(#) (#) Un- Options Price Expiration Vested
Name Exercisable exercisable ($) (#) ($) Vested (#) ($)
(#) Date
Schoonover 233,334(1) 116,666(1) - 15.63 10/04/14 - - - -
85,000(2) 255,000(2) - 16.62 06/21/15 - - - -
- 1,000,000(3) - 23.845 03/01/16 - - - -
- - - - - 12,500(4) $237,500 210,000(5) $3,990,000
Foss - 7,500(6) - 6.81 06/16/11 - - - -
37,500(7) - - 7.395 06/17/13 - - - -
16,667(8) 8,333(8) - 12.84 08/17/14 - - - -
50,000(2) 150,000(2) - 16.62 06/21/15 - - - -
- - - - - - 130,000(5) $2,470,000
Clark 20,000(9) - - 27.21 06/15/07 - - - -
16,742(10) - - 23.48 06/13/08 - - - -
40,000(11) - - 8.30 04/10/09 - - - -
37,498(12) - - 14.52 04/08/10 - - - -
20,000(13) - - 5.61 04/15/11 - - - -
50,000(7) - - 7.395 06/17/13 - - - -
35,000(1) 105,000(1) - 16.62 06/21/15 - - - -
- - - - - - 100,000(5) $1,900,000
Hedgebeth 10,000(14) 20,000(14) - 17.925 07/11/15
35,000(15) 105,000(15) - 17.925 07/11/15
- - - - - - 70,000(5) $1,330,000
Jonas 5,250(16) - - 27.21 06/15/07
5,750(13) - - 5.61 04/15/11
7,000(17) - - 12.165 06/01/14
20,000(8) 10,000(8) - 12.84 08/17/14
35,000(2) 105,000(2) - 16.62 06/21/15
- 7,000(18) - 12.165 06/01/14
- - - - - - 70,000(5) $1,330,000
Levy - - - - - - - - -
(1) The options vest in three equal annual installments beginning on October 4, 2005.
(2) The options vest in four equal annual installments beginning on July 1, 2006.
(3) The options vest in three equal annual installments beginning on March 1, 2009.
(4) The shares vest in two equal annual installments beginning on October 4, 2006.
- 33 -
(5) One-half of the shares are subject to accelerated vesting. All shares will vest on July 1, 2009 if acceleration
does not occur, subject to a stock price performance condition.
(6) The options will vest in four equal annual installments beginning on June 16, 2004.
(7) The options vested 100 percent on February 28, 2006.
(8) The options will vest in three equal annual installments beginning on September 1, 2005.
(9) The options vested on June 15, 2003.
(10) The options vested on June 13, 2004.
(11) The options vested on April 10, 2004.
(12) The options vested on April 8, 2005.
(13) The options vested on April 15, 2006.
(14) The options vest in three equal annual installments beginning on July 11, 2006.
(15) The options vest in four equal annual installments beginning on July 11, 2006.
(16) The options vested on June 15, 2002.
(17) The options vested on June 1, 2006.
(18) The options will vest on June 1, 2007.
Option Exercises and Stock Vested in Fiscal 2007. The following table shows amounts received upon
exercise of options or the vesting of stock during the fiscal year ended February 28, 2007.
Option Awards Stock Awards
Number of Value Number of Shares Value
Shares Acquired Realized on Acquired on Realized on
on Exercise Exercise Vesting Vesting
Name (#) ($)(1) (#) ($)(2)
Philip J. Schoonover - - 12,500 316,250
Michael E. Foss 60,000 1,115,831 14,742 423,210
George D. Clark, Jr. 20,998 126,252 2,250 52,571
Reginald D. Hedgebeth - - - -
Eric A. Jonas, Jr. - - - -
Brian E. Levy 239,036 4,382,369 - -
(1) Amounts listed in the table above as value realized on exercise of option awards are calculated by determining
the difference between the market price of the underlying shares on the date of exercise and the exercise price
of the options. These amounts do not include amounts withheld or paid for taxes, fees or exercise costs.
(2) Amounts listed in the table above as value realized on vesting of the shares of stock awards are calculated by
multiplying the number of shares of stock by the market value of the shares on the vesting date. These amounts
do not include amounts withheld or paid for taxes and fees.
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POST-EMPLOYMENT COMPENSATION
Pension Benefits as of Fiscal 2007
Circuit City has maintained a defined benefit pension plan and a related non-qualified benefit restoration
plan. These defined benefit plans were frozen in fiscal year 2005 in connection with changes in our
employee benefit plans that included providing additional company matching contributions under the
defined contribution plans.
The following table provides the actuarial present value of each named executive officer’s total
accumulated benefit under the pension plan and the benefit restoration plan as of February 28, 2007:
Number of Present Value Payments
Years of During
Credited Accumulated Last Fiscal
Service Benefit Year
(#) ($) ($)
Name Plan Name
Philip J. Schoonover - - - -
Michael E. Foss Pension Plan 2 22,308 -
George D. Clark, Jr. Pension Plan 22 218,344 -
24 (1)
Benefit Restoration Plan 537,444 -
Reginald D. Hedgebeth - - - -
Eric A. Jonas, Jr. Pension Plan 7 90,145 -
Benefit Restoration Plan 9 138,582 -
Brian E. Levy - - - -
(1) The actual number of years of service earned by Mr. Clark is 22 but his benefit payment as a sustained
participant under the restoration plan will include service performed after the plan was frozen.
Mr. Schoonover and Mr. Hedgebeth are not calendar years of employment. For additional
eligible to participate in either plan because the information about the valuation method and all
plans were frozen before they were eligible to material assumptions applied in quantifying the
participate. Mr. Foss has a frozen pension present value of the accumulated benefit, please
benefit based on two years of service, which refer to footnote 15 to the financial statements in
would have vested if he continued employment our Annual Report on Form 10-K for the year
with us for one more year. Mr. Foss is not ending February 28, 2007.
eligible to receive benefits under the benefit
restoration plan. Mr. Clark and Mr. Jonas have For purposes of both plans, compensation of
frozen vested pension benefits. If they remain participants includes base pay, bonuses,
employed with us until retirement, they will be overtime and commissions and excludes
entitled to receive a supplemental benefit under amounts realized under any employee stock
the benefit restoration plan. None of the named purchase plan or stock incentive plan.
executive officers are currently eligible for early Compensation for those individuals listed in the
retirement. Summary Compensation Table for benefit
determination purposes is therefore substantially
The values in the table above were calculated in the same as the amounts listed in the salary,
accordance with generally accepted accounting bonus and non-equity incentive plan awards
principles using the same assumptions used for columns.
financial statement valuation purposes. The
values were calculated based upon our normal Pension Plan
retirement age of 65 and were based upon the
named executive officer’s average compensation The pension plan covers employees who, as of
for the five highest consecutive of the last 10 February 28, 2005, had reached age 21 and
- 35 -
completed one year of service. The pension plan on compensation minus the amount of the
was frozen as of February 28, 2005, except for participant’s benefit payable under the pension
employees who were (i) within three years of plan. The total combined retirement benefit will
their early retirement date; (ii) had reached their be equal to the amount resulting from the
early or normal retirement date; or (iii) were formula described above without applying any
permanently disabled before March 1, 2005. of the IRS limitations.
Benefits under the pension plan are based on a For fiscal 2007, the Internal Revenue Code limit
designated percentage of the average of on the annual retirement benefits that may be
compensation for the five highest consecutive of paid from the pension plan was $175,000 and
the last 10 calendar years of employment, the limit on the amount of compensation that
multiplied by years of credited service, and may be recognized by the pension plan was
integrated with Social Security covered $220,000. Any annual pension benefit accrued
compensation. The formula for calculating the over $175,000 would have been payable under
annual benefit at Normal Retirement is as the benefit restoration plan. The maximum
follows: (i) 0.85 percent of the participant’s annual benefit payable under the benefit
Highest Average Earnings, plus (ii) 0.65 percent restoration plan was $437,500 for fiscal 2007.
of the excess of the participant’s Highest
Average Earnings over the participant’s social The benefit restoration plan was also frozen as
security covered compensation, multiplied by of February 28, 2005, except for a sustained
(iii) the participant’s years of benefit service group of participants who, as of that date, were
earned through February 28, 2005 (not to exceed within 10 years of attaining their early
35 years) except for grandfathered participants retirement date or normal retirement date. None
who still continue to earn benefit service. of the named executive officers is currently
eligible for early retirement.
Benefit service accrued up to February 28, 1989,
however, was subject to the terms of a prior As of February 28, 2007, there were 29 active
retirement plan, with a different accrued benefit senior executives participating in the benefit
formula. restoration plan and 15 participants who were
retired, terminated or disabled at the time the
plan was frozen and are receiving or are entitled
Benefit Restoration Plan
to receive benefits. All other senior executives
The Internal Revenue Code imposes certain are ineligible to participate in the benefit
limits related to pension plan benefits. The restoration plan. The accumulated benefit
benefit restoration plan was designed to obligation under the benefit restoration plan at
compensate executives for any resulting February 28, 2007 was $14.3 million. The plan
reduction in their pension plan benefit due to the is unfunded. The Board of Directors has the
IRS limits up to the plan’s maximum benefit authority to award past service credits and
limit. The benefit restoration plan uses the same accelerated service benefits.
formula as the pension plan without restrictions
- 36 -
Non-qualified Deferred Compensation at Fiscal 2007
The following table provides specific information for each named executive officer for the Supplemental
401(k) Plan as of February 28, 2007:
Executive Registrant Aggregate Aggregate Aggregate
Contributions Contributions Earning in Withdrawals/ Balance at
in Last FY in Last FY Last FY Distributions Last FYE
Name ($) (1) ($) (2) ($) (2) ($) ($)
Philip J. Schoonover 64,769 25,908 9,567 0 100,244
Michael E. Foss 101,866 20,154 33,999 0 311,988
George D. Clark, Jr. 0 0 0 0 0
Reginald D. Hedgebeth 0 0 0 0 0
Eric A. Jonas, Jr. 18,867 15,094 13,318 0 91,316
Brian E. Levy - - - - -
(1) 100% of these amounts are included in the amounts reported in the salary column of the Summary
Compensation Table for the named executive officers.
(2) None of these amounts are included in the amounts reported in the salary column of the Summary
Compensation Table for the Named executive officers in the current or prior years.
Circuit City sponsors a Supplemental 401(k) relevant rates of return associated with the
Plan for U.S.-based employees which, like the selected investment funds.
benefit restoration plan, is designed to provide
benefits for executives affected by Internal No in-service withdrawals are permitted except
Revenue Code limits on qualified retirement in the case of an unforeseeable emergency. A
plans. The Supplemental 401(k) Plan is an participant may withdraw up to 50 percent of his
unfunded, non-qualified deferred compensation or her account balance attributable to deferral
plan, under which these executives may defer up contributions in the case of an unforeseeable
to 40 percent of their compensation and are emergency. An unforeseeable emergency is a
eligible to receive a matching contribution of up severe financial hardship resulting from illness
to 4 percent of their compensation, minus the or accident of the participant, his or her spouse
amount contributed as a matching contribution or a dependent; loss of the participant’s
under the tax-qualified 401(k) Plan. Matching property due to casualty; or other such event
contributions are made following the same beyond the control of the participant.
formula used for safe harbor matching Withdrawals made as a result of an
contributions under Circuit City’s tax-qualified unforeseeable emergency will be made in a cash
401(k) Plan. lump sum payment.
All cash compensation earned after one of the Benefits are paid in a single lump sum in cash
IRS limitations is met under the qualified 401(k) on termination of employment, death or
plan is eligible for deferral under the disability. Benefits paid to key employees as a
Supplemental 401(k) Plan. Participants are fully result of termination of employment will be
vested in their accounts and may direct the delayed six months as may be required by law.
investment of their accounts in investment funds
substantially equal to those offered under Circuit Upon a change-in-control, we would be required
City’s tax-qualified 401(k) Plan. The to fund a rabbi trust with the amount necessary
investments are hypothetical, with the amounts to pay all benefits under the plan.
earned on the accounts corresponding to the
- 37 -
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
We have employment agreements with each of control severance arrangements. The
the named executive officers. As noted above, Committee has determined that the potential
Mr. Levy resigned effective March 23, 2006, compensation payable in these circumstances is
and Mr. Foss provided notice of his voluntary consistent with its compensation philosophy and
resignation effective in April 2007. external practices.
These employment agreements and the scenarios The following tables and the notes following
under which we may owe payments to an each quantify the expected payments to the
executive following termination are described in named executive officers in each post-
the narrative following the Summary employment scenario, except Mr. Levy, whose
Compensation Table. actual post-employment compensation is
described separately.
In addition to the employment agreement
provisions concerning accelerated vesting of In addition to the amounts shown in the tables
stock, the Compensation & Personnel below, the named executive officers would be
Committee of the Board has provided for eligible under all scenarios to receive all accrued
accelerated vesting upon a change of control and vested benefits valued as of February 28,
under certain awards of stock options and 2007 as follows:
restricted stock (including performance-based
• All currently-exercisable stock options: Mr.
restricted stock) under the 1994 and 2003 Stock
Schoonover $988,636; Mr. Foss $656,856;
Incentive Plans. The Committee also has
Mr. Clark $1,527,341; Mr. Hedgebeth
discretion under the 1994 and 2003 plans to
$48,375 and Mr. Jonas $331,338
accelerate the time at which any or all
•
restrictions with respect to restricted stock or The vested qualified 401(k) plan account
restricted stock units shall lapse or remove any balance: Mr. Schoonover $40,670; Mr.
and all such restrictions. Foss $60,636; Mr. Clark $75,084; Mr.
Hedgebeth $4,682 and Mr. Jonas $124,162
The Committee reviews our total compensation
• The vested Supplemental 401(k) plan
obligations to each of our senior executive
account balance as reported in the
officers under the following termination
Nonqualified Deferred Compensation Plan
scenarios: voluntary termination, termination
Table
for cause, involuntary termination without cause
and involuntary termination without cause • The Retirement Plan single life annuity,
following a change-in-control of the Company. payable at age 55 in all scenarios except
In addition, the Committee reviewed with the death: Mr. Clark $30,670 and Mr. Jonas
independent consultant a quantitative analysis of $9,787
the potential costs related to existing change-in-
- 38 -
Termination Due to Death
Upon termination due to death, the named executive officers are eligible for the following payments and
benefits as of February 28, 2007:
Pro Rata
Bonus for Acceleration Present Value 280G
Cash Termination of Long-term of Retirement Benefit Excise Tax
Year Total
Severance Incentives Benefits Continuation Gross-ups
($) (1) ($) (2) ($) ($) ($) (3)
($) ($)
Schoonover 0 0 5,227,564 0 0 0 5,227,564
Foss 0 230,000 2,969,756 0 0 0 3,199,756
Clark 0 210,000 2,192,650 331,278(4) 0 0 2,733,928
Hedgebeth 0 0 1,464,375 0 0 0 1,464,375
Jonas 0 0 1,689,345 0 0 0 1,689,345
(1) Upon termination due to death, Mr. Foss and Mr. Clark would receive a pro rata “minimum” bonus payout for
the year of termination. These minimum bonus rates would be equivalent to the threshold amount listed in the
“Grants of Plan-Based Awards” table under the heading “Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards.”
(2) Upon termination due to death, each of the named executive officers’ estate or beneficiaries would receive
immediate vesting of all outstanding stock awards
(3) In addition to the above amounts, upon termination due to death, the named executive officers would be eligible
to receive a basic life insurance benefit under the Circuit City Stores, Inc. Associate Life Insurance Plan as
follows: Mr. Schoonover $900,000; Mr. Foss $575,000; Mr. Clark $525,000; Mr. Hedgebeth $340,000 and
Mr. Jonas $375,000. Above these levels, additional supplemental life insurance is optional, and the premiums
for any elected supplemental life insurance are entirely employee-paid.
(4) Mr. Clark is a participant in our Benefit Restoration Plan. Upon termination due to death, benefits would be
payable to Mr. Clark’s spouse. The table reflects the lump sum present value of the single life annuity of
$33,502 payable to Mr. Clark’s spouse. In addition, Mr. Clark’s spouse would receive the Retirement Plan
single life annuity of $13,937 per year in the event of his death.
Termination Due to Disability
Upon termination due to disability, the named executive officers are eligible for the following payments
and benefits as of February 28, 2007:
Pro Rata
Bonus for Acceleration Present Value 280G
Termination of Long-term of Retirement Excise Tax
Cash Benefit
Severance Year Incentives Benefits Continuation Gross-ups Total
($) (1) ($) (3)
($) ($) (2) ($) ($) ($)
Schoonover 0 0 5,227,564 0 0 0 5,227,564
Foss 0 460,000 2,969,756 0 0 0 3,429,756
Clark 0 420,000 2,192,650 0 0 0 2,612,650
Hedgebeth 0 0 1,464,375 0 0 0 1,464,375
Jonas 0 0 1,689,345 0 0 0 1,689,345
(1) Upon termination due to disability, Mr. Foss and Mr. Clark would receive a pro rata target bonus payout for the
year of termination. These target bonus rates would be equivalent to the target amount listed in the “Grants of
Plan-Based Awards” table under the heading “Estimated Possible Payouts Under Non-Equity Incentive Plan
Awards.”
- 39 -
(2) Upon termination due to disability, each of the named executive officers would receive immediate vesting of all
outstanding stock awards
(3) In addition to the amounts shown above, each of the named executive officers would be eligible upon disability
to receive a monthly long-term disability benefit of $14,167 under the Circuit City Stores, Inc. Associate Long-
Term Disability Plan.
Involuntary Termination by the Company without Cause and Termination by Executive with Good
Reason
Upon involuntary termination by the company without cause or termination by the executive with Good
Reason (as described earlier), the named executive officers are eligible for the following payments and
benefits as of February 28, 2007:
Pro Rata
Bonus for Acceleration Present Value 280G
Termination of Long-term of Retirement Excise Tax
Cash Benefit
Severance Year Incentives Benefits Continuation Gross-ups Total
($) (2) ($)
($) (1) ($) (3) ($) ($) (4) ($)
Schoonover 1,800,000 0 202,300 0 74,564 0 2,076,864
Foss 2,070,000 460,000 210,425 0 60,478 0 2,800,903
Clark 1,890,000 420,000 126,050 0 73,908 0 2,509,958
Hedgebeth 544,000 0 37,625 0 61,188 0 642,813
Jonas 600,000 0 131,145 0 58,964 0 790,109
(1) Cash severance equal to the sum of current base salary and target annual bonus multiplied by: 1.0x in the case
of Mr. Schoonover, Mr. Hedgebeth and Mr. Jonas; 2.0x in the case of Mr. Foss and Mr. Clark
(2) Upon involuntary termination without cause or termination by the executive for Good Reason, Mr. Foss and
Mr. Clark would receive a pro rata target bonus payout for the year of termination. These target bonus rates
would be equivalent to the target amount listed in the “Grants of Plan-Based Awards” table under the heading
“Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.”
(3) Immediate vesting of all outstanding stock awards, with the exception of outstanding awards with performance-
based vesting criteria that would have become vested between the date of termination and expiration of the
current renewal period as specified in the employment agreements as follows: Mr. Schoonover – October 3,
2007; Mr. Foss – August 5, 2008; Mr. Clark – December 3, 2007; Mr. Hedgebeth – July 10, 2007
(4) Includes the value of continued participation in all health and welfare benefit plans for two years following
termination (one year in the case of Mr. Hedgebeth and Mr. Jonas) and outplacement fees not to exceed $50,000
- 40 -
Termination by the Company without Cause following a Change-in-Control / Termination by
Executive for Good Reason Following a Change-in-Control
Upon termination by the company without cause following a change-in-control or termination by the
executive for Good Reason following a change-in-control, the named executive officers are eligible for
the following payments and benefits as of February 28, 2007:
Pro Rata
Bonus for Acceleration Present Value 280G
Termination of Long-term of Retirement Excise Tax
Cash Benefit
Severance Year Incentives Benefits Continuation Gross-ups Total
($) (2) ($)
($) (1) ($) (3) ($) ($) (4) ($) (5)
Schoonover 3,600,000 0 5,227,564 0 203,156 4,233,279 13,264,000
Foss 3,105,000 460,000 2,969,756 0 258,605 1,677,367 8,470,728
Clark 2,835,000 420,000 2,192,650 0 188,750 1,499,267 7,135,667
Hedgebeth 1,088,000 0 1,464,375 0 140,968 766,124 3,459,467
Jonas 1,200,000 0 1,689,345 0 136,520 748,061 3,773,926
(1) Cash severance payable in a lump sum equal to the sum of current base salary and target annual bonus
multiplied by: 2.0x in the case of Mr. Schoonover, Mr. Hedgebeth and Mr. Jonas; 3.0x in the case of Mr. Foss
and Mr. Clark
(2) Upon termination by the Company without cause following a change-in-control or termination by the executive
for Good Reason following a change-in-control, Mr. Foss and Mr. Clark would receive a pro rata target bonus
payout for the year of termination. These target bonus rates would be equivalent to the target amount listed in
the “Grants of Plan-Based Awards” table under the heading “Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards.”
(3) Immediate vesting of all outstanding stock awards, assuming the Compensation & Personnel Committee
exercises its authority to accelerate vesting of all outstanding awards upon a change-in-control
(4) Includes the value of continued participation in all health and welfare benefit plans for two years following
termination (three years in the case of Mr. Foss and Mr. Clark), a lump sum payment equal to 2.0x the cost of
perquisites currently provided to each executive (3.0x in the case of Mr. Foss and Mr. Clark) and outplacement
fees not to exceed $50,000
(5) Includes reimbursement for the excise tax imposed by Section 4999 of the Internal Revenue Code, plus all taxes
imposed on the reimbursement payment. However, in the case of Mr. Hedgebeth the value of change-in-control
severance benefits is capped at 2.99x base salary and most recent bonus paid (or if no bonus has been paid, his
target annual bonus). This limit applies to the cash severance payments, outplacement fees, health and welfare
benefits continuation and payments based on the cost of perquisites. The value of accelerated stock options and
restricted shares is not subject to this limit. Excise tax reimbursements will continue to apply and may cause
total benefits to exceed the 2.99 limit.
- 41 -
Termination by the Executive without Good Reason or Termination by the Company for Cause
Upon a termination by the executive without are only eligible for accrued / unpaid
Good Reason or upon termination by the compensation and/or benefits through the date of
company for cause (as defined in our termination, including
employment agreements), the named executive
•
officers do not receive cash severance or any unpaid base salary for service through the
other payments or benefits contingent on the date of termination and
termination.
• all other benefits to which the executive has
a vested right as of the termination date,
Upon termination by the executive without
including exercisable stock options
Good Reason or upon termination by the
company for cause, the named executive officers
Post-employment compensation paid to Brian Levy
Brian E. Levy, President and Chief Executive Mr. Levy received an annual bonus for fiscal
Officer of InterTAN Canada, Ltd. advised year 2006 at a target level of 66 percent of his
Circuit City Stores, Inc. on March 23, 2006 of base salary for fiscal year 2006. He was also
his desire to voluntarily resign and retire paid a pro-rata bonus of $67,873.23 USD for
effective immediately. The effective date of Mr. fiscal year 2007 covering the period up to his
Levy’s separation from employment was May 7, separation date of May 7, 2006.
2006.
Circuit City accelerated vesting of nonqualified
In accordance with the terms of Article 7.3 his stock options covering 12,500 shares at an
Employment Agreement dated March 30, 2004, option exercise price of $10.67 per share which
Mr. Levy received his regular base salary were awarded on May 12, 2004 and were
through May 7, 2006, but did not receive originally scheduled to vest on May 12, 2006.
severance or benefits following that date. Mr. In addition, we accelerated the vesting of a
Levy was entitled to receive payments for nonqualified stock option to purchase 75,000
liabilities assumed by InterTAN Canada, Ltd shares of our common stock at an exercise price
and guaranteed by Circuit City under the of $10.67 per share. These options, together with
InterTAN, Inc. Deferred Compensation Plan. other vested stock options held by Mr. Levy as
This deferred compensation was accelerated and of his separation date, were exercisable until
paid in a one time payment of $2,483,316 on August 8, 2006, as provided under the terms of
May 30, 2006. This amount is included in the the applicable stock option plans and related
Summary Compensation Table in the column stock option agreements.
titled “All Other Compensation.”
- 42 -
BENEFICIAL OWNERSHIP OF SECURITIES
Stock Ownership of Directors and Officers. We encourage stock ownership by our directors, officers
and employees. The following table sets forth information regarding beneficial ownership of Circuit
City’s common stock, as of April 19, 2007 for each director; the named executive officers; and our
directors and executive officers as a group.
Beneficial Ownership (1)
Option Shares That May Be Total Shares of Common Percent
Acquired within 60 Days after Stock Beneficially Owned of
Name April 19, 2007 (2) as of April 19, 2007 (3) Class
NAMED EXECUTIVE OFFICERS
Philip J. Schoonover* ......................... 318,334 549,309 **
Michael E. Foss* ................................ 161,667 344,069 **
George D. Clark, Jr............................. 219,240 372,590 **
Reginald D. Hedgebeth....................... 45,000 115,000 **
Eric A. Jonas, Jr.................................. 80,000 158,018 **
Brian E. Levy...................................... 0 0 **
**
**
DIRECTORS
Ronald M. Brill................................... 8,408 36,044 **
Carolyn H. Byrd ................................. 11,153 34,159 **
Ursula O. Fairbairn ............................. 0 16,531 **
Barbara S. Feigin ................................ 15,986 43,638 **
James F. Hardymon ............................ 15,986 44,519 **
Alan Kane........................................... 0 36,491 **
Allen B. King...................................... 0 24,888 **
Mikael Salovaara ................................ 15,986 82,594 **
J. Patrick Spainhour............................ 0 13,496 **
Carolyn Y. Woo.................................. 12,191 34,674 **
All directors and executive officers as
a group (27 persons) ........................ 1,487,596 3,071,060 1.80%
* Mr. Schoonover and Mr. Foss are also directors.
** Less than 1 percent of class, based on the total number of shares of common stock outstanding on April 19,
2007.
(1) Unless otherwise noted, each shareholder has sole voting power and sole investment power with respect to
the securities shown in the table below.
(2) Includes shares of common stock that could be acquired through the exercise of stock options within 60 days
after April 19, 2007.
(3) In addition to the option shares described in note (2) above, includes restricted stock held by the named
executive officers as follows: Mr. Schoonover 230,975; Mr. Foss 182,402; Mr. Hedgebeth 70,000; Mr. Jonas
78,543; and 571,095 awarded to other executive officers.
In addition to the option shares described in note (2) above, includes non-vested restricted stock units,
deferred restricted stock units and additional non-vested or deferred units earned as dividends on the
restricted stock unit awards held by the Directors as follows: Mr. Brill 8,538; Ms. Byrd 21,563; Ms. Fairbairn
8,579; Ms. Feigin 23,013; Mr. Hardymon 23,013; Mr. Kane 21,563; Mr. King 20,844; Mr. Salovaara 21,563;
Mr. Spainhour 13,288; and Ms. Woo 8,538. Additionally, Ms. Feigin and Mr. Hardymon each have 1,451
stock units that represent deferred stock retainer awards made in fiscal years 2000, 2001 and 2002 in
connection with service as a non-employee director.
The restricted stock units and deferred stock units held by the Directors are not shares of common stock and
have no voting power.
- 43 -
Principal shareholders. The following table contains information regarding the persons we know
beneficially own more than 5 percent of our common stock as of April 19, 2007.
Shares of Common Stock
Beneficially Owned
Name and Address Number Percent of Class
FMR Corp. (1)
82 Devonshire Street
Boston, Massachusetts 02109 21,675,464 12.375%
Wellington Management Company, LLP (2)
75 State Street 18,022,320 10.26%
Boston, MA 02109
Maverick Capital, Ltd. (3)
300 Crescent Court, 18th Floor 11,162,284 6.4%
Dallas, TX 75201
(1) Information concerning the Circuit City common stock beneficially owned by FMR Corp. (“FMR”) was
obtained from a Schedule 13G/A filed on February 14, 2007. According to the Schedule 13G, FMR is a parent
holding company and certain members of the family of Edward C. Johnson 3rd, Chairman of FMR, may be
deemed members of a group that controls FMR. The Schedule 13G indicates that of the 21,675,464 shares
beneficially owned: (i) 19,643,875 shares are beneficially owned by Fidelity Management & Research
Company (“Fidelity Research”), a wholly owned subsidiary of FMR and a registered investment advisor; (ii)
81,300 shares are beneficially owned by Fidelity Management Trust Company (“Fidelity Trust”), a wholly
owned subsidiary of FMR and a bank, which serves as investment manager for certain institutional accounts;
(iii) 600 shares are beneficially owned by Strategic Advisers, Inc., a wholly-owned subsidiary of FMR and an
investment adviser which provides investment advisory services to individuals; (iv) 418,470 shares are
beneficially owned by Pyramis Global Advisors, LLC (“PGALLC”), an indirect wholly-owned subsidiary of
FMR and an investment advisor to institutional accounts, non-U.S. mutual funds or investment companies; (v)
1,044,458 shares are beneficially owned by Pyramis Global Advisors Trust Company (“PGATC”), an indirect
wholly-owned subsidiary of FMR and a bank; and (vi) 486,761 shares are beneficially owned by Fidelity
International Limited (“Fidelity International”), a foreign-based subsidiary and investment adviser for certain
institutional investors. FMR and Mr. Johnson have sole power to dispose of the shares beneficially owned and
sole power to vote the shares beneficially owned by Fidelity Trust, PGALLC and PGATC. However, the
trustees of the mutual funds managed by Fidelity Research have sole power to vote the shares that are
beneficially owned by Fidelity Research. FMR and Fidelity International believe that they are not acting as a
“group” for purposes of Section 13(d) of the Securities Exchange Act of 1934 (“Exchange Act”), as amended,
and therefore believe that they are not otherwise required to attribute to each other the “beneficial ownership” of
the securities “beneficially owned” by the other corporation within the meaning of Rule 13d-3 of the Exchange
Act.
(2) Information concerning the Circuit City common stock beneficially owned by Wellington Management
Company, LLP (“Wellington”) was obtained from a Schedule 13G/A filed on March 12, 2007. According to
the Schedule 13G, Wellington is an investment advisor and has shared voting power for 10,634,520 shares and
shared dispositive power for 17,974,920 shares. The shares are owned of record by clients of Wellington
Management. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or
the proceeds from the sale of, such securities. No such client is known to have such right or power with respect
to more than five percent of Circuit City’s common Stock.
(3) Information concerning the Circuit City common stock beneficially owned by Maverick Capital, Ltd
(“Maverick”) was obtained from a Schedule 13G filed on February 14, 2007 by Maverick Capital, Ltd,
Maverick Capital Management, LLC and Lee S. Ainslie, III. According to the Schedule 13G, Maverick is an
investment advisor and a parent holding company with sole voting power and sole dispositive power for the
11,162,284 shares through the investment discretion it exercises over its clients’ accounts. Maverick Capital
- 44 -
Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick
Capital Management LLC and is granted sole investment discretion pursuant to Maverick Capital Management,
LLC’s regulations.
EQUITY COMPENSATION PLANS INFORMATION
The following table gives information about Circuit City common stock that may be issued upon the
exercise of options, warrants and rights under all existing equity compensation plans as of February 28,
2007.
Number of Securities
Remaining Available
for Future Issuance
Number of Securities Under Equity
to be Issued Weighted-Average Compensation Plans
Upon Exercise of Exercise Price of (Excluding Securities
Outstanding Options, Reflected in
Outstanding Options,
Plan Category Warrants and Rights Warrants and Rights First Column)
Equity Compensation Plans Approved
by Security Holders (1) ................... 8,839,037 (2) $18.16 (3) 5,474,104 (4)(5)
Equity Compensation Plans Not
Approved by Security Holders ....... - - -
Total............................................. 8,839,037 5,474,104
(1) Includes the following equity compensation plans that have been approved by shareholders: the Amended
and Restated 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan (the “ESPP”), the 2000 Non-
Employee Directors Stock Incentive Plan (the “2000 Directors Plan”), the Circuit City Stores, Inc. 2003
Stock Incentive Plan, the Circuit City Stores, Inc. 1994 Stock Incentive Plan (the “1994 Plan”) and the
InterTAN, Inc. 1996 Stock Option Plan (the “1996 InterTAN Plan”). The 1994 Plan has been terminated and
no additional awards may be made under it. The 1996 InterTAN Plan was approved by shareholders of
InterTAN and assumed by Circuit City in connection with Circuit City’s acquisition of InterTAN in May
2004.
(2) Includes shares of common stock that may be issued to settle deferred compensation obligations and
restricted stock units that have been awarded pursuant to the 2000 Directors Plan and the 2003 Stock
Incentive Plan.
(3) Excludes restricted stock units and shares of common stock that may be issued to settle deferred
compensation obligations.
(4) Includes restricted stock, restricted stock units, options and stock appreciation rights that may be awarded
under the 2000 Directors Plan, the 2003 Stock Incentive Plan and the 1996 InterTAN Plan.
(5) Includes 1,411,287 shares remaining available for issuance under the ESPP. Under the ESPP, certain officers
of the Company may, by written consent, increase the maximum number of shares of the Company’s
common stock that may be purchased under the ESPP as they deem necessary to accommodate cumulative
purchases of common stock for any calendar year. However, the officers may not increase the number of
shares reserved for issuance under the ESPP by more than 1 percent of the number of shares of common stock
outstanding as of December 31 of the previous calendar year. Without further shareholder authorization, the
number of shares added to the ESPP under this mechanism plus the 2,474,454 shares that were available for
purchase as of March 1, 2004 will not exceed 20,000,000, subject to adjustment for stock dividends, stock
splits and other recapitalizations as contemplated under the plan.
- 45 -
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act and written representations from our officers and
requires our executive officers, directors and directors, we believe that all officers, directors
persons who own more than 10 percent of our and beneficial owners of more than 10 percent
common stock to file reports of ownership and of Circuit City’s common stock complied with
changes in ownership on Forms 3, 4 and 5 with all of the filing requirements applicable to them
the Securities and Exchange Commission. with respect to transactions during the fiscal year
Officers, directors and greater-than-10 percent ended February 28, 2007, except that one report
shareholders are required by regulation to was filed late by Mr. Foss with respect to the
furnish us with copies of all Forms 3, 4 and 5 withholding of shares to pay his tax liability
they file. upon the vesting of restricted stock on June 16,
2006. Due to an error by the Company, the
Based on our review of the copies of those transaction was not reported to the Securities
forms, and any amendments we have received, and Exchange Commission until July 18, 2006.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee acts under a written In performing its oversight role, the Audit
charter adopted by the Board of Directors. The Committee has reviewed and discussed the
Committee’s primary purpose is to assist the following with management and/or the
Board of Directors in its oversight of the independent registered public accounting firm:
Company’s financial reporting process.
• Quarterly and year-end results
Management is responsible for the preparation,
•
presentation and integrity of the Company’s The quality and acceptability of the audited
financial statements; accounting and financial financial statements
reporting principles; internal controls; and
• Management’s discussion and analysis and
procedures designed to assure compliance with
the Company’s disclosure controls and
accounting standards and applicable laws and
procedures and internal control over
regulations. The independent registered public
financial reporting
accounting firm, KPMG LLP, is responsible for
performing an independent audit of the • The Company’s compliance with Section
consolidated financial statements and of the 404 of the Sarbanes-Oxley Act relative to
Company’s internal control over financial testing of internal control over financial
reporting in accordance with the standards of the reporting
Public Company Accounting Oversight Board
• The matters required to be discussed with
(United States).
the independent registered public accounting
firm under Statement on Auditing Standards
During fiscal year 2007, the Committee met
No. 61, Communication with Audit
with management, the internal auditors and the
Committees
independent registered public accounting firm.
Regularly throughout the year, the Committee The Committee has received the written
had separate private sessions with the disclosures and the letter from the independent
independent registered public accounting firm registered public accounting firm required by
and the internal auditors to discuss, among other Independence Standards Board Standard No. 1,
things, financial management; accounting and Independence Discussions with Audit
internal control issues; assessment of the Committees. The Company has also considered
Company’s risks; audit plans; and the overall whether the provision of specific non-audit
quality of the Company’s financial reporting.
- 46 -
services by the independent registered public work and assurances of the Company’s
accounting firm is compatible with maintaining management, which has the primary
its independence. responsibility for financial statements and
reports and the Company’s internal control over
Based on the review and discussions described financial reporting, and of the independent
in this report, and subject to the limitations on its registered public accounting firm who, in its
role and responsibilities described in this report reports, expresses opinions on the conformity of
and in its charter, the Audit Committee the Company’s annual consolidated financial
recommended to the Board of Directors that the statements with U.S. generally accepted
audited financial statements be included in the accounting principles and on management’s
Company’s Annual Report on Form 10-K for the assessment of the effectiveness of the
fiscal year ended February 28, 2007. Company’s internal control over financial
reporting and the effectiveness of the
In performing all of these functions, the Audit Company’s internal control over financial
Committee acts only in an oversight capacity. In reporting.
its oversight role, the Committee relies on the
AUDIT COMMITTEE
Ronald M. Brill, Chair
Carolyn H. Byrd
Allen B. King
J. Patrick Spainhour
Carolyn Y. Woo
- 47 -
ITEM TWO –– RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP, an independent registered public accounting firm, served as the Company’s independent
registered public accounting firm during the fiscal year ended February 28, 2007, and has been selected
by the Audit Committee to serve as the Company’s independent registered public accounting firm for the
current fiscal year. Representatives of KPMG LLP will be present at the Annual Meeting, will have the
opportunity to make a statement if they so desire and will be available to respond to appropriate
questions.
Although shareholder ratification is not required by the Company’s Bylaws or otherwise, the Board, as a
matter of good corporate governance, is requesting that shareholders ratify the selection of KPMG LLP as
the Company’s independent registered public accounting firm for fiscal year 2008. If shareholders do not
ratify the selection of KPMG LLP, the Audit Committee will reconsider its appointment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008.
The following table presents fees billed to the Company by KPMG LLP for the fiscal years ended
February 28, 2007, and February 28, 2006:
2007 2006
$ 2,008,264 $1,888,000
Audit Fees
$48,000 $72,000
Audit-Related Fees
$77,896 $208,447
Tax Fees
$0 $0
All Other Fees
Audit Fees include fees billed for the audit of the The Audit Committee has adopted pre-approval
annual consolidated financial statements and of guidelines for services performed by the
the Company’s internal control over financial Company's independent registered public
reporting, quarterly reviews of unaudited accounting firm. The guidelines require advance
financial statements, and consents and other approval of all audit and non-audit services
services related to registration statements filed performed by KPMG LLP for the Company.
with the Securities and Exchange Commission. Non-audit services involving fees payable to
KPMG LLP of $25,000 or less may be approved
Audit-Related Fees for 2007 and 2006 include in advance by the Chair of the Audit Committee,
fees billed for audits of employee benefit plans who then reports the approval at the next
and audits of the statutory financial statements scheduled Audit Committee meeting. All
of a foreign subsidiary. Audit-Related Fees for services performed by KPMG during fiscal 2007
2006 also include fees for due diligence and fiscal 2006 were approved in accordance
assistance on a proposed acquisition. with the Committee’s pre-approval guidelines.
Tax Fees include fees billed for tax compliance,
tax advice and tax planning.
- 48 -
OTHER BUSINESS
At this time, the Company does not know of any other business that will be presented to shareholders at
the meeting. If any other business properly comes before the meeting, your proxy may be voted by the
persons named in it in such manner as they deem proper.
PROPOSALS BY SHAREHOLDERS FOR PRESENTATION
AT THE 2008 ANNUAL MEETING
All proposals submitted by shareholders for presentation at the 2008 Annual Meeting must comply with
the Securities and Exchange Commission's rules regarding shareholder proposals. In addition, Section
1.3 of the Company’s Bylaws provides that, in addition to other applicable requirements, for business to
be properly brought before an Annual Meeting by a shareholder, the shareholder must give timely written
notice to the Secretary or an Assistant Secretary at the principal office of the Company. The notice must
be received (1) on or after February 1 and before March 1 of the year in which the meeting will be held, if
clause (2) is not applicable, or (2) not less than 90 days before the date of the meeting if the date for that
meeting prescribed in the Bylaws has been changed by more than 30 days. The shareholder’s notice must
include
• the name and address of the shareholder, as they appear on the Company’s stock transfer books;
• the number of shares of stock of the Company beneficially owned by the shareholder;
• a representation that the shareholder is a record holder at the time the notice is given and
intends to appear in person or by proxy at the meeting to present the business specified in the
notice;
• a brief description of the business desired to be brought before the meeting, including the
complete text of any resolutions to be presented and the reasons for wanting to conduct such
business; and
• any interest that the shareholder may have in such business.
The proxies will have discretionary authority to vote on any matter that properly comes before the
meeting if the shareholder has not provided timely written notice as required by the Bylaws.
A proposal that any shareholder desires to have included in the proxy statement for the 2008 Annual
Meeting of shareholders must be received by the Company no later than January 1, 2008.
By Order of the Board of Directors,
Reginald D. Hedgebeth
Senior Vice President, General Counsel and Secretary
April 27, 2007
- 49 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2007
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: 1-5767
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 486-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $0.50 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No __
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes __ No
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 for 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 (§229.405 of this
chapter) 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 a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer __ Non-accelerated filer __
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes __ No
The aggregate market value of the registrant’s common shares held by non-affiliates as of August 31, 2006, which was
the last business day of the registrant’s most recently completed second fiscal quarter, was $4,075,922,680 based upon the
closing price of these shares as reported by the New York Stock Exchange on that date.
On March 31, 2007, the company had outstanding 170,740,087 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the company’s Definitive Proxy Statement dated April 27, 2007, furnished to shareholders of
the company in connection with the 2007 Annual Meeting of Shareholders are incorporated by reference in Part III
of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
Item 1. Business ................................................................................................................................................ 3
Item 1A. Risk Factors .......................................................................................................................................... 10
Item 1B. Unresolved Staff Comments ................................................................................................................. 14
Item 2. Properties .............................................................................................................................................. 15
Item 3. Legal Proceedings................................................................................................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders........................................................................... 16
Executive Officers of the Company ...................................................................................................................... 16
PART II
Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities ................................................................................................... 20
Item 6. Selected Financial Data......................................................................................................................... 22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............... 23
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................................................... 46
Item 8. Financial Statements and Supplementary Data..................................................................................... 47
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............... 81
Item 9A. Controls and Procedures ....................................................................................................................... 81
Item 9B. Other Information ................................................................................................................................. 81
PART III
Item 10. Directors, Executive Officers and Corporate Governance.................................................................... 81
Item 11. Executive Compensation ...................................................................................................................... 81
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters .................................................................................................................................................. 82
Item 13. Certain Relationships and Related Transactions, and Director Independence...................................... 82
Item 14. Principal Accountant Fees and Services ............................................................................................... 82
PART IV
Item 15. Exhibits and Financial Statement Schedules ........................................................................................ 82
Signatures............................................................................................................................................................. 83
Schedule II............................................................................................................................................................ S-1
Report of Independent Registered Public Accounting Firm ........................................................................... S-2
Exhibit Index........................................................................................................................................................ EI-1
Page 2 of 83
PART I
Item 1. Business.
Circuit City Stores, Inc. is a leading specialty retailer of consumer electronics, home office products,
entertainment software, and related services. Circuit City was incorporated under the laws of the Commonwealth of
Virginia in 1949. Its corporate headquarters are located at 9950 Mayland Drive, Richmond, Virginia. The company
has two reportable segments: its domestic segment and its international segment. For fiscal 2007, net sales were
$11.86 billion for the domestic segment and $570.2 million for the international segment. Prior to the second
quarter of fiscal 2005, the company had another reportable segment, its finance operation that was sold in May
2004.
The domestic segment is engaged in the business of selling brand-name consumer electronics, personal
computers, entertainment software, and related services in Circuit City stores in the United States and via the Web
at www.circuitcity.com and www.firedog.com. At February 28, 2007, the company’s domestic segment operated
642 Superstores and 12 other stores in 158 U.S. media markets.
The international segment, which is comprised of the operations of InterTAN, Inc., is engaged in the
business of selling private-label and brand-name consumer electronics in Canada. At February 28, 2007, the
international segment conducted business through 806 retail stores and dealer outlets, which consisted of 509
company-owned stores, 296 dealer outlets and 1 Battery Plus® store. The international segment re-branded most of
its company-owned stores and dealer outlets to The Source By Circuit CitySM during fiscal 2006. The international
segment operates a Web site at www.thesource.ca. In February 2007, the board of directors authorized management
to explore strategic alternatives for InterTAN, Inc., which could include the sale of the operation.
Additional discussion of Circuit City’s operating segments is included in Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations and Note 17, Segment Information, of the Notes to
Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this
Annual Report on Form 10-K.
The company is in the midst of a retail and merchandising transformation, with the goal of continuing to
improve its core business through growing sales, improving gross profit margins, reducing expenses and improving
working capital management. During this transformation period, the company will make significant investments in
information systems, multi-channel capabilities, innovation activities and real estate. The company has implemented
a disciplined innovation process to enable future growth by appealing to new customers, providing new product and
service offerings and searching for new business opportunities.
In February 2007, the company changed its executive management structure to improve execution and
accountability, to better align all retail channels and to increase the coordination between merchandising and
marketing. The executive vice president of merchandising, services and marketing oversees the merchandising,
supply chain, services and marketing organizations. These organizations are tasked with the creation and
communication of the company’s value propositions to the customer. All retail channels, including all domestic and
international segment retail stores and direct channels, report to the executive vice president, multi-channel sales.
Multi-channel Operations
Circuit City has a highly integrated multi-channel business model, which allows customers to shop in its
stores, on the Web and via the telephone. Store operations are managed by an executive vice president, multi-
channel sales, who oversees sales conversion and the customer experience.
During fiscal 2007, the domestic segment retail operations were divided into 10 regions, which were under
the supervision of regional vice presidents. The 10 regions were comprised of 67 districts, which were managed by
district managers who regularly visit stores to monitor store operations and meet with store directors. In early fiscal
2008, the number of regions was reduced to eight. Domestic segment Superstores are typically staffed with an
average of 56 full-time and part-time Associates including sales support personnel, such as customer service
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Associates, product specialists and stockpersons; in-store technicians and installers; sales managers; an operations
manager; and a store director.
The company’s direct-to-consumer business has grown rapidly since the launch of its Web site in 1999.
Through www.circuitcity.com and the company’s telephone call center, customers have access to a wide selection
of consumer electronics, technology and entertainment products, and related services as well as around-the-clock
customer service. The company’s Web site at www.circuitcity.com offers more than 150,000 customer ratings and
reviews of products, as well as in-depth product and technology information. Customers may view real-time in-
store inventory of products selected on www.circuitcity.com, purchase the products online, and pick up the products
in a nearby store. As an enhancement of its multi-channel capabilities, Circuit City offers a 24/24 Pickup
GuaranteeSM for qualifying purchases made through its Web site or telephone call centers. Under this policy,
qualifying purchases will be ready for customers to pick up at their designated store within 24 minutes of purchase
confirmation, or the customer will receive a $24 Circuit City gift card. During fiscal 2007, approximately 54 percent
of online sales were picked up in a store.
At February 28, 2007, the domestic segment had 43,011 hourly and salaried employees. None of these
employees is subject to a collective bargaining agreement. The company employs additional personnel during peak
selling seasons. The company has an hourly pay structure for the domestic segment’s non-management sales force.
The company currently has an initiative underway to streamline store operating procedures in order to allocate store
labor resources more effectively.
International segment retail stores are divided into four regions, which are managed by regional vice
presidents. The 4 regions are further divided into 21 districts, which are under the supervision of district managers
who regularly visit stores to monitor store operations. Dealer outlets are divided into seven areas across Canada,
each of which is under the supervision of an area sales manager.
International segment stores operating under the trade name The Source By Circuit CitySM typically have a
small store format and are strategically located in malls and shopping centers. Each store provides readily available
products and services to meet a wide range of consumer electronic needs. Dealer outlets are independent retail
businesses that operate under their own trade names but are permitted, under dealer agreements, to purchase any of
the products sold by The Source By Circuit CitySM. The dealer agreements contain a sub-license permitting the
dealers to designate their consumer electronics department or business as a The Source By Circuit CitySM dealer.
International segment retail stores are typically staffed by 5 to 20 Associates, including full-time and part-
time commissioned sales Associates and a store manager. At February 28, 2007, the international segment had
3,071 hourly and salaried Associates. Approximately 100 of these Associates, who are engaged in warehousing and
distribution operations, are represented by a union. The terms of a three-year collective bargaining agreement
ending in April 2009 were ratified with these employees. The company considers its relationship with the union-
represented employees to be good.
Domestic segment and international segment Associates receive frequent training and development through
interactive e-learning courses, workbooks and management-driven in-store mentoring. Training focuses on selling
skills, product knowledge with an emphasis on new technology, customer service and store operations. Associates
use Circuit City’s Web site as an additional training resource for product knowledge. Management training
programs are designed to prepare the company’s leaders and include Web-based training, in-store activities and
classroom instruction.
Merchandising
The company offers a broad selection of products and services through its stores, on the Web and via the
telephone. The domestic segment’s major sales categories are
• video, which includes televisions, imaging products, DVD hardware, camcorders, digital cameras,
furniture, and related accessories;
• information technology, which includes personal computer hardware, telecommunications products
and related accessories;
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• audio, which includes home audio products, mobile audio products, portable audio products, and
related accessories;
• entertainment, which includes movie software, music software, game software, game hardware and
personal computer software; and
• warranty, services and other, which includes extended warranty net sales; revenues from computer-
related services, mobile installations, home theater installations and product repairs; net financing; and
revenues received from third parties for services subscriptions.
To ensure consistency, each domestic segment store follows operating procedures and merchandising
programs, including procedures for inventory maintenance and merchandise displays. The company currently has an
initiative underway to streamline these store operating procedures in order to allocate store labor resources more
effectively. Merchandise pricing may vary by market to reflect local competitive conditions.
The international segment's merchandising strategy focuses on a merchandise offering designed to increase
both sales and gross profit margin. The segment intends to make fundamental changes including the following:
• optimizing assortments, including expanding assortments in strategic growth categories, narrowing
assortments in other categories and increasing the sales penetration of higher margin private-label
products;
• managing lifecycle transitions to new assortments to minimize markdown risk and present more current
assortments to the customer;
• implementing a formal pricing strategy to leverage the company’s multi-market pricing capabilities and
improve margins; and
• reducing non-working inventory.
Marketing
In fiscal 2007, Circuit City began brand management initiatives designed to build a deeper customer
relationship and support the company’s multi-channel strategy. These initiatives include developing partnerships
and alliances with third parties to build brand value; instituting more disciplined measures of return on marketing
expenses to promote accountability; and promoting better cross-functional coordination within the company to
create a unified and seamless customer experience. The company intends to build upon these early steps with a
multi-year plan to differentiate the Circuit City brand from its competitors.
Circuit City utilizes multiple marketing vehicles to build brand awareness and promote specific products
and offers. The domestic segment uses newspaper advertisements, television, direct mailings and online marketing.
The company also offers a rewards credit card in partnership with Chase Card Services. Cardholders can choose
rewards points or promotional financing for qualifying purchases at Circuit City. The points can be redeemed for
future purchases, enabling Circuit City to reward its loyal customers while encouraging repeat traffic to its stores.
During fiscal 2007, the company tested a new information system that will make it easier to publish different
newspaper advertisements in different domestic segment geographic markets. The company expects to expand the
use of this system in fiscal 2008.
During fiscal 2007, the domestic segment launched the firedogSM brand to provide home theater installation
and PC services in-store, at home and remotely. The brand name captures the attributes that the company wants its
technicians and installers to embody: helpful, knowledgeable, friendly and reliable. The decision to build an
integrated brand for both PC services and home theater installation was based on customer research and was more
cost-efficient than building multiple brands.
During fiscal 2006, the international segment completed the brand transition to The Source By Circuit
CitySM. The company supported the brand launch with a major advertising campaign featuring television and radio
commercials as well as print and outdoor advertising. The international segment is among the largest retail
advertisers in Canada and advertises through multiple channels, including newspaper, television, direct mailings and
radio.
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Supply Chain
During fiscal 2007, the company continued to make improvements to its supply chain organization and
processes. Results of these improvements include improved in-stock positions, reduced net-owned inventory,
decreased inactive inventory and an enhanced product offering. The company also built a vertically-integrated
supply chain organization encompassing sourcing; vendor relations; logistics; distribution and warehousing;
inventory management; inventory lifecycle pricing management; space planning; and supply process re-
engineering. Due to this structural alignment, the company expects, over time, to be able to identify and react
rapidly to changes in consumer demand as well as reduce the time from buying decision through replenishment and
display of the product at the point of sale. The company is in the process of upgrading its merchandising, marketing
and supply chain information systems, which will enable additional improvements and efficiencies in processes.
Circuit City relies on a best sourcing strategy to find products with the best value for the cost. Depending on
the type of product, the company procures merchandise from a variety of sources and methods, including new and
existing vendors, reverse auctions, and direct relationships with manufacturers. Through Circuit City Global
Sourcing, Ltd., a wholly owned subsidiary, the company has developed internal sourcing capabilities, including
offices in China, Hong Kong and Taiwan.
As a retailer primarily of branded consumer electronics that relies upon its ability to offer consumers a
comprehensive and attractive assortment of merchandise and services, Circuit City depends upon strong and stable
supplier relationships. During fiscal 2007, the domestic segment’s five largest suppliers accounted for
approximately 42 percent of merchandise purchased. The major suppliers were Sony, Hewlett-Packard, Samsung,
Toshiba and Apple. The international segment’s five largest suppliers accounted for approximately 43 percent of its
merchandise purchased and were Rogers Wireless, Motorola, Acer, Apple and Panasonic.
The loss or disruption in supply from any one of these major suppliers could have a material adverse effect
on the company’s revenue and earnings. Circuit City has no indication that any of its major suppliers will
discontinue selling merchandise to the company. The company has not experienced significant difficulty in
maintaining satisfactory sources of supply and generally expects that adequate sources of supply will continue to
exist for the types of merchandise sold in its stores.
Circuit City offers an increasing amount of private-label merchandise to complement its branded strategy.
These unique brands supplement one of the best selections of brand-name products in the consumer electronics
industry and provide an even broader selection to customers.
As of February 28, 2007, the domestic segment operated
• six automated regional electronics distribution centers;
• one smaller automated distribution center that primarily handles large non-conveyable products, such as
big screen televisions;
• one automated centralized entertainment software distribution center that serves all stores; and
• one import consolidation and distribution center.
Most products are shipped from manufacturers directly to the distribution centers. Circuit City believes that
the use of distribution centers enables it to efficiently distribute a broad selection of merchandise to its stores,
reduce inventory levels at individual stores, benefit from volume purchasing and maintain inventory control. Some
products are received directly from the manufacturer by the stores in order to reduce costs and time-to-shelf.
The international segment’s stores are replenished primarily through one automated distribution center in
Barrie, Ontario, Canada.
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Information Technology
The company is undertaking a series of critical initiatives designed to transform its information technology
(IT) systems and organization. Through this multi-year process, the IT organization will
• utilize IT solutions available in the marketplace with minimal customization, resulting in a more
flexible infrastructure to reduce costs;
• develop strong partnerships with IT vendors, providing a deeper pool of talent, more flexible resources
and access to expertise in retail systems; and
• reduce lifetime costs and mitigate risks through simplification.
Late in fiscal 2007, the company consolidated the IT organizations that supported Circuit City’s domestic
segment Superstores, direct channel and the international segment. The change eliminates duplication of processes
and allows the unified IT organization to build solutions that serve the company’s multi-channel needs. Early in
fiscal 2008, the company announced that it has entered into an agreement with IBM to outsource its IT
infrastructure operations. Areas that IBM will manage for Circuit City include data center operations, store support
services, e-commerce hosting operations, service desk operations, network management, network services, desktop
support, enterprise systems management and IT security administration. By leveraging IBM's global resources and
support structure and implementing efficient and consistent processes, tools and architectures, Circuit City estimates
cost savings of more than 16 percent over the term of the contract.
The domestic segment’s in-store point-of-sale (POS) systems maintain an online record of all transactions
and allow management to track performance by region, store and store Associate on a near real-time basis. The
information gathered by the systems supports automatic replenishment of in-store inventory from the regional
distribution centers and is incorporated into product buying decisions. The in-store POS systems are seamlessly
integrated with the company’s e-commerce Web site. This integration provides the capability for in-store pickup of
merchandise ordered from the Internet and allows for in-store ordering of merchandise for shipment directly to the
customer’s home. As part of an effort to eliminate complex, custom-developed information systems, the domestic
segment began deployment of new POS systems to a limited number of locations during fiscal 2007. The rollout is
expected to be complete during fiscal 2008. The new POS systems deliver more flexible, scalable systems to
support the company’s new store growth and new initiatives; allow for easier and faster training; provide enhanced
data security; and enable additional capabilities for services and in-store pickup of merchandise.
For the international segment, each of the retail stores has one or more computers that serve as POS
terminals and are linked to the operational headquarters. This information network provides detailed sales and
margin information on a daily basis, updates the customer database and acts as a monitor of individual store
performance. The POS systems also are linked directly to a system used to automatically replenish a store’s stock as
inventory is sold. The retail stores have in-store kiosks that allow customers to look up and order product online.
The company has implemented new data warehousing capabilities that will improve internal processes,
streamline applications and allow more timely analysis of data for the domestic segment. In fiscal 2007, the
domestic segment began implementing an extensive suite of systems, provided by Oracle Retail (formerly Retek), to
transform its merchandising, supply chain, planning and marketing processes. The Oracle Retail implementation,
known internally as the merchandising systems transformation (MST), is expected to enhance speed, flexibility,
visibility and optimization across all channels and better integrate financial, assortment and space planning with
forecasting and replenishment. The rollout will be a series of discrete systems releases, and each can deliver benefits
upon implementation. The new systems are designed to allow the company to collaborate with its vendors and
optimize pricing and space allocation in its stores. As of February 28, 2007, two modules had been implemented.
The company expects the implementation of MST to be completed in fiscal 2009. The company expects the
improvements to drive comparable store sales gains, through improved in-stock inventory levels, and margins,
through price and promotion optimization as well as better product transition management.
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Domestic Segment Superstore Revitalization
During fiscal 2001, Circuit City introduced a new Superstore format that features a brighter, more
contemporary look and an open, easily navigable floor plan conducive to browsing. The format allows the company
to put all products, except those that are too large for customers to carry themselves, on the sales floor. The
company has improved product adjacencies so that customers can conveniently shop for products and accessories
related to their core product purchase. Shopping carts, baskets and centralized cash register checkouts add to the
convenience of the increased number of “take-with” products. The company continues to refine its store prototypes.
The company’s new store prototypes include both 30,000 square foot and 20,000 square foot formats. The size of
the trade area is the primary driver in determining which of the two prototypes is most appropriate. During fiscal
2008, the company expects more than half of the openings to be in the 20,000 square foot format.
During fiscal 2007, the company opened 23 incremental Superstores and relocated 12 Superstores. The
following table summarizes the progress of the domestic segment Superstore revitalization program over the last
seven fiscal years.
Superstores at
Superstore Superstore Superstore End of Fiscal
Fiscal Openings Relocations Full Remodels Closures Year
12(a) 2(b) 8(c)
2007 ............................. 23 642
4(a)
2006 ............................. 18 10 – 626
28(d) 19(e)
2005 ............................. 31 1 612
20(d,g)
2004 ............................. 8 18 4 599
8(e)
2003 ............................. 11 3 1 611
2002 ............................. 11 8 12 1 604
24(f) 26(g)
2001 ............................. 1 1 594
Total............................. 123 88 48 54
(a)
In February 2006, the company closed one store in advance of opening a replacement store in the first quarter of fiscal 2007. The
replacement store is included in fiscal 2007 store relocations.
(b)
One fiscal 2007 remodel consisted of rebuilding a hurricane-damaged store on the same site.
(c)
In February 2007, the company closed one store in advance of opening a replacement store in the first quarter of fiscal 2008. The
replacement store will be included in fiscal 2008 store relocations.
(d)
On February 29, 2004, the company closed one store in advance of opening a replacement store in the first quarter of fiscal 2005. The
replacement store is included in fiscal 2005 store relocations.
(e)
One of the stores opened in fiscal 2003 was closed in February 2005.
(f)
Two of the 24 new store openings did not have the new format.
(g)
Two of the locations that were fully remodeled in fiscal 2001 were closed in February 2004.
From the beginning of fiscal 2001 through fiscal 2007, a total of 254 Superstores, or 40 percent of the
company’s 642 domestic segment Superstores, net of closures, have been constructed, relocated or fully remodeled
under one of the new formats. During fiscal 2008, the company expects to open 60 to 65 domestic segment
Superstores, of which it expects 17 to 19 will be relocations. The company expects that at February 28, 2008,
approximately 46 percent of the store base will have been relocated, built in new trade areas or fully remodeled, net
of closures, since the beginning of fiscal 2001.
Competition
The consumer electronics retail industry is highly competitive. Competitors include
• other consumer electronics retailers,
• discount retailers,
• warehouse clubs,
• home office retailers,
• Internet-based retailers and
• direct-to-consumer alternatives.
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Discount and warehouse club retailers continue to increase consumer electronics offerings, particularly on
entry-level and less complex products. In addition, many of the company’s vendors and suppliers have opened retail
store locations and increased their direct sales to consumers. The company’s competitors may offer products and
services at lower prices; promote products and services more aggressively; offer more attractive financing; and
receive more favorable product allocations than the company does. Any of these actions could adversely affect the
company’s sales and profit margin.
In response, Circuit City continues to build a differentiated offering based primarily on the company's
growth pillars of home entertainment, services and multi-channel integration. Circuit City's domestic segment
differentiates itself from competitors by offering a high level of customer service; competitive prices; complete
product and service assortments; and the option of multi-channel shopping. The international segment differentiates
itself from other consumer electronics retailers in Canada through its range of products and its service orientation.
Acquisition of InterTAN, Inc.
In May 2004, Circuit City completed its acquisition of InterTAN, Inc. for cash consideration of $259.3
million, which includes transaction costs and is net of cash acquired of $30.6 million. In addition to giving Circuit
City a greater product-sourcing capability and the ability to accelerate the offering of private-label merchandise to
its customers, the acquisition of InterTAN gave Circuit City its first presence in the Canadian market. For
information regarding the company’s risks associated with the international segment, see Forward-Looking
Statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and Translation of Financial Results included in Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, of this Annual Report on Form 10-K.
Intellectual Property
The company’s principal trademarks and service marks, which are “Circuit City,” “firedog,” “The Source
By Circuit City,” “Circuit City Advantage” and “24/24 Pickup Guarantee” either have been registered or have
trademark applications pending with the United States Patent and Trademark Office and with the trademark
registries of various foreign jurisdictions. The company’s rights in these trademarks and service marks continue for
as long as they are used. The company believes that the “Circuit City” name and the circle logo design have
significant value and are important to its business. The company also owns various trademarks used with private-
label consumer electronics designed and manufactured by third parties for Circuit City. The company has also filed
a patent application for a system and method of guided sales using a tablet personal computer.
The company has trademark applications pending in both the United States and Canada for “The Source By
Circuit City.” The international segment also operates one store under the license for Battery Plus®. The company’s
InterTAN subsidiary formerly licensed marks from RadioShack Corporation to operate retail consumer electronics
outlets under the RadioShack® name in Canada. All stores formerly operated under license from RadioShack
Corporation were re-branded during fiscal 2006.
Seasonality
Like many retailers, Circuit City’s revenues are typically greatest during the fourth fiscal quarter because it
includes the majority of the holiday selling season. A corresponding pre-season inventory build during the third
fiscal quarter is typically associated with this higher sales period.
Working Capital
The company funds capital expenditures and working capital needs through available cash, borrowing
capacity under its $500 million credit facility and landlord reimbursements. Additional discussion of Circuit City’s
Liquidity and Capital Resources is included in Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations, of this Annual Report on Form 10-K.
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Sale of Private-Label Finance Operation
In May 2004, the company completed the sale of its private-label finance operation, comprised of its
private-label and co-branded Visa credit card programs, to Chase Card Services. Results from the private-label
finance operation are included in finance income on the consolidated statement of operations for fiscal 2005. The
company entered into a Consumer Credit Card Program Agreement under which Chase Card Services is offering
private-label and co-branded credit cards to new and existing customers. Circuit City is compensated under the
program agreement primarily based on the number of new accounts opened less promotional financing costs that
exceed a negotiated base amount. The net results from the program agreement are included in net sales on the
consolidated statements of operations.
Discontinued Operations
On January 28, 2007, in accordance with the Amending Agreement dated March 27, 2004, Rogers Wireless
Inc. terminated its agreement with InterTAN Canada Ltd. with respect to the operation of the Rogers Plus® stores in
the international segment. Results from the Rogers Plus® stores are presented as results from discontinued
operations on the consolidated statements of operations.
The company closed a domestic segment operation in fiscal 2007 that previously had been held for sale.
The company sold a domestic segment subsidiary, MusicNow, LLC, in fiscal 2006. Results from these operations
are presented as results from discontinued operations on the consolidated statements of operations.
Available Information
Circuit City makes available, free of charge on its Web site, its Annual Report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as practicable
after electronically filing the material with or furnishing the material to the Securities and Exchange Commission.
These documents may be viewed by visiting the company’s investor information Web site at
http://investor.circuitcity.com and selecting the “SEC Filings” link under the “Investor Information” header.
The company also makes available, free of charge on its Web site, the charters of the Audit Committee,
Nominating and Governance Committee, and Compensation and Personnel Committee as well as the global code of
business conduct and the corporate governance guidelines adopted by the board of directors. These documents may
be viewed by visiting the investor information Web site at http://investor.circuitcity.com, and selecting the desired
information under the “Corporate Governance” header. The company intends to satisfy any disclosure obligations
with respect to amendments or waivers of the global code of business conduct by posting the information on the
company’s investor Web site.
References to the company’s Web site do not constitute incorporation by reference of the information
contained on the Web site, and the information contained on the Web site is not part of this document.
Item 1A. Risk Factors.
Our business is influenced by many factors that are difficult to predict, involve risks or uncertainties that
may materially affect actual results and are often beyond our control. Understanding how these factors may affect
our business is important to understanding information about the company in this Annual Report on Form 10-K and
our other filings and releases. Our discussion below contains “forward-looking statements,” as discussed in Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). You should
read the discussion below in conjunction with our MD&A, and the consolidated financial statements and related
notes included in this report.
Failure to improve our cost and expense structure could have a material adverse impact on our profitability
and earnings.
The average selling prices of key products, including flat panel televisions, have decreased significantly
which makes it more challenging for us to maintain or grow profit margins on these products. Many of our
competitors have been able to leverage sales growth and maintain efficient cost structures. We have taken actions
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to improve our cost and expense structure and continue to look for ways to more cost-effectively deliver our
products and services to customers. Our strategies for growing revenues will require investments in information
technology, innovation and real estate, which could make it difficult for us to achieve or maintain cost reductions.
Unplanned increases in labor rates, advertising and marketing expenses or indirect spending could have a material
adverse impact on our profitability and operating results.
We face intense, multi-channel competition from a variety of competitors that could negatively impact our
financial performance.
In order to achieve profitable results, we must compete successfully in the consumer electronics industry
against large specialty retailers, discount or warehouse retailers, home office retailers, Internet-based retailers,
direct-to-consumer alternatives and local or regional retailers. Many of our vendors and suppliers have opened
retail store locations and increased their direct sales to consumers. Because of the size and strong performance of
some of our competitors, they may promote merchandise more aggressively and offer more attractive financing and
discount prices for extended periods of time, which could adversely affect our profit margin. If we cannot respond
adequately to these multiple sources and types of competition, it could adversely impact customer traffic, market
share and overall financial performance.
If we are not successful in growing our services platform and increasing sales of services and accessories,
then our margin and revenues could be adversely impacted.
Our strategy includes sales and revenue growth from services, including home theater installation and
services for personal computers. We also are focused on increasing revenues through “solution selling” where we
provide the customer with key products as well as cables, connectors, brackets, batteries, chargers, stands, mounts
and other accessories. If we are unable to increase the rates at which our customers purchase these services and
accessories, then our margin rates could be negatively impacted by decreases in average retail prices. In addition,
our revenues could be adversely impacted as a larger number of competitors are able to sell products online and
through discount retail channels.
We may not be able to attract and retain qualified Associates at all levels within the company, which could
adversely affect our sales performance, cost structure and competitive position within the industry.
We must recruit and retain a large number of qualified Associates in order to perform successfully. We face
intense competition for Associates at all levels of the company, and we compete in job markets nationally. Many of
our Associates are in entry-level or part-time positions, which typically have high levels of turnover. Our ability to
maintain appropriate staffing levels while controlling labor costs is subject to a number of external factors such as
the quality of the labor market in our trade areas, unemployment levels, prevailing wages, changing demographics,
health insurance costs and state labor and employment requirements. If we are unable to attract and retain qualified
Associates, then our sales performance may be adversely impacted or our labor costs may increase significantly.
We have taken steps to bring our hourly wages in line with the marketplace, which could have an adverse impact on
morale, productivity, recruiting and retention. In addition, we have made a number of management changes focused
on improving the level of talent at the management and executive levels within the company. If we are unable to
retain key managers and executives, then it may be difficult for us to maintain a competitive position within the
industry or to implement strategic changes in the future.
Failure to effectively manage our inventory levels could adversely affect our financial results.
We rely on a best sourcing strategy where we procure merchandise from a variety of sources and methods,
including new and existing vendors, reverse auctions, global sourcing capability within the company and direct
relationships with manufacturers. We depend on strong and stable supplier relationships and accurate forecasts of
customer demand. Reduced consumer spending or lack of consumer interest in our products could lead to excess
inventory levels; alternatively, if we do not have adequate inventory to respond to customer demand for products,
we may lose sales to competitors. Additionally, we may inaccurately forecast product life cycles or end-of-life
products, leaving us with excess inventory. As a result, we may be forced to lower our prices, adversely impacting
margins and financial results.
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We may be unable to relocate successfully or open new stores in desirable locations, which could adversely
affect our ability to increase sales and achieve profitable growth.
Our store revitalization program is an important part of our business plan. We have a significant number of
stores in older formats or in locations where the trade area has shifted away from our target market. We continue to
refine our store prototypes and seek real estate in smaller trade areas and urban locations in addition to larger
markets. When we open new stores in markets where we already have a presence, our existing locations may
experience a decline in sales as a result. For our store revitalization program to be successful, we must identify and
lease favorable store sites, construct the building, and hire and train Associates for the new location. In many
locations, we face intense competition from other retailers for both real estate and qualified Associates.
Construction, environmental, zoning and real estate delays may negatively impact store openings and increase costs
and capital expenditures. We cannot be certain that new or relocated stores will produce the anticipated sales or
return on investment or that existing stores will not be adversely affected by new or expanded competition in their
market areas.
Consumers may not upgrade televisions or buy related audio products, home theater products or services at
the rate we expect during the next few years, which would adversely affect our growth, revenues and
margins.
Because of the transition from analog to digital television broadcasting, we have invested significant
inventory, store space and labor in the advanced television category. We expect a large number of consumers to
replace analog television sets in the next few years and to purchase related audio products, home theater products
and services at the same time. Set-top converters and other technology will permit consumers to continue to use
analog televisions even after broadcasting is converted to a digital signal. As a result, if consumers do not embrace
advanced television at the levels we expect, our growth, revenues and margins may be negatively impacted.
We may not be able to successfully execute our multi-channel marketing strategy, which could adversely
affect our growth, revenues and margins.
Our direct-to-consumer business has grown rapidly since the launch of our Web site in 1999. We have
invested heavily in marketing our in-store pickup process for Web orders, and we have initiated a catalog offering
that allows consumers to order products by phone. These efforts are intended to attract new customers and increase
sales from existing customers, but they could result in customers making fewer trips to our brick-and-mortar stores.
It may be more challenging for us to increase sales of extended warranties, services and accessories as customers
move toward greater online shopping. In addition, competitive pricing on the Internet and the ability of online
customers to perform better price comparisons could negatively impact traffic, average purchase amount and profit
margins.
Our business is heavily dependent upon information systems, which require upgrades that may be expensive
or difficult to implement, and which could result in higher costs and business disruption.
Our information systems include in-store point-of-sale systems that provide information used to track sales
performance by Associates, inventory replenishment, e-commerce product availability, product margin information
and customer information. In addition, we have or are implementing systems for data warehousing; merchandising
and supply chain; planning; and marketing. These systems are complex and require integration with each other and
with business processes. We have outsourced a large portion of our information technology infrastructure
operations to IBM. If IBM does not respond to our needs or provide satisfactory levels of service under this
arrangement, or if we encounter difficulty implementing new systems or maintaining and upgrading current
systems, then our business operations could be disrupted and our expenses could increase.
Our business is subject to quarterly fluctuations and seasonality, which leaves our financial and operating
results vulnerable to temporary unfavorable conditions that may impact key selling periods.
The most significant portion of our revenue is generated during the period that begins with Thanksgiving,
includes the holiday shopping season and continues until the Super Bowl. The majority of this period occurs in the
company’s fourth fiscal quarter. As a result, any factors negatively affecting us during this time of year, including
Page 12 of 83
adverse weather or unfavorable economic conditions, could have a material adverse impact on our revenue and
profitability for the entire year. In addition, other key holiday weekends during the year, such as Memorial Day,
Fourth of July and Labor Day, bring disproportionately high revenues for the quarter in which they fall, relative to
non-holiday weekends, and also leave us somewhat vulnerable to adverse impacts from temporary unfavorable
conditions.
General economic conditions or a decline in consumer discretionary spending may adversely impact our
sales in a disproportionate fashion.
We sell products and services that consumers tend to view as conveniences rather than necessities. As a
result, our results of operations are more sensitive to changes in general economic conditions that impact consumer
spending, including discretionary spending. Future economic conditions such as employment levels, business
conditions, interest rates, energy costs and tax rates could reduce consumer spending or change consumer
purchasing habits. A general reduction in the level of consumer spending or our inability to respond to shifting
consumer attitudes regarding products, store locations and other factors could adversely affect our growth and
profitability.
We may not be able to anticipate and respond to changes in consumer demand, preferences and patterns,
which could adversely affect our sales and profitability.
The consumer electronics industry is subject to rapid technological change, obsolescence and price erosion.
Our success depends on our ability to anticipate and respond to consumer demand and preferences for new items.
The introduction and availability of new products are often controlled by manufacturers and may be subject to the
cooperation of third parties such as television broadcasters and wireless providers. We may be adversely impacted
by limited quantities of new products. The introduction of new technologies may negatively impact sales of existing
products. Significant deviations from the projected demand for products we sell could result in lost sales or lower
margins due to the need to mark down excess inventory.
Our innovation and strategy efforts may fail to increase sales, improve margins or enhance the customer
experience and may not result in any meaningful differentiation against our competitors, which could
adversely affect our ability to achieve profitable growth.
We have instituted an innovation process to define and test strategic initiatives to grow business in key
areas and to identify future areas of growth for us. As a result of this innovation process, we are making large
investments in training, information systems and store formats that could prove to be unsustainable or unprofitable
when rolled out on a national scale. This could negatively impact our expense structure and profitability. Our
failure to successfully implement our strategic vision or the occurrence of any of the following events could have a
material adverse impact on our business:
• Inability to provide a superior customer experience in our stores that is differentiated from our
competitors
• Failure to leverage our assets to create new revenue streams and profit
• Failure to identify customer needs and desires and to tailor our shopping experience in a way that meets
these needs
• Inability to grow revenue through in-home sales and service offerings
• Lack of core competencies, talent and systems needed to sustain growth and support innovation efforts
We rely on foreign sources for a significant portion of our merchandise, so disruptions in countries where
our goods are produced or international trade or transportation issues could adversely affect availability of
key products and result in associated declines in revenues.
We depend on products produced outside the United States and Canada. We could be adversely affected by
a number of risks associated with production and delivery of those products into our market areas, including
• Economic or political instability, natural disasters or public health emergencies in countries where our
suppliers are located;
Page 13 of 83
• Increases in shipping costs;
• Transportation delays or interruptions, particularly as they may affect seasonal periods; and
• Changes in laws or taxation policies as they may affect the import and export of goods.
Item 1B. Unresolved Staff Comments.
None.
Page 14 of 83
Item 2. Properties.
The following table summarizes the geographic location of the company’s retail stores and dealer outlets
at February 28, 2007.
Domestic Segment International Segment
Other Company- Dealer Battery
Plus® Total
Superstores Stores Total Owned Outlets
Alabama 8 - 8 Alberta 48 49 - 97
Arizona 14 - 14 British Columbia 53 40 - 93
Arkansas 4 - 4 Manitoba 13 16 - 29
California 89 - 89 New Brunswick 13 9 - 22
Colorado 16 - 16 Newfoundland 7 14 - 21
Connecticut 9 1 10 Northwest
Delaware 2 - 2 Territories 1 3 - 4
Florida 49 - 49 Nova Scotia 19 9 - 28
Georgia 22 - 22 Nunavut - 1 - 1
Hawaii 1 - 1 Ontario 219 84 1 304
Idaho 2 - 2 Prince Edward
Illinois 30 1 31 Island 3 4 - 7
Indiana 12 1 13 Quebec 118 49 - 167
Kansas 3 - 3 Saskatchewan 14 17 - 31
Kentucky 7 - 7 Yukon 1 1 - 2
Louisiana 9 - 9 509 296 1 806
Maine 3 - 3
Maryland 17 - 17
Massachusetts 17 2 19
Michigan 20 2 22
Minnesota 9 - 9 The following table summarizes the lease expiration
Mississippi 5 - 5 dates of the domestic segment at February 28, 2007.
Missouri 11 - 11
Nebraska 1 - 1
Nevada 6 - 6 Fiscal Year of Lease Expiration Stores
New Hampshire 6 - 6 2008 through 2012 78
New Jersey 19 - 19 2013 through 2017 200
New Mexico 2 - 2 2018 through 2022 342
New York 33 - 33 2023 through 2025 29
North Carolina 21 - 21 649
Ohio 24 2 26 Company-owned stores 5
Oklahoma 5 - 5 Total stores at February 28, 2007 654
Oregon 7 - 7
Pennsylvania 30 - 30
Rhode Island 1 - 1
South Carolina 9 - 9
Tennessee 12 - 12
Texas 54 - 54
Utah 5 - 5
Vermont 1 - 1
Virginia 23 1 24
Washington 12 1 13
West Virginia 4 - 4
Wisconsin 7 1 8
Wyoming 1 - 1
642 12 654
Page 15 of 83
Of the domestic segment’s stores open at February 28, 2007, the company owns 5 stores and leases the
remaining 649 stores. All nine of the domestic segment’s distribution centers are leased. The company owns one
of its five domestic segment repair centers and leases one building for its call center. For its corporate headquarters
in Richmond, Virginia, the company leases two buildings and owns some of the land. The company leases space
for all warehouse, repair and office facilities except as otherwise noted.
InterTAN owns a 402,000 square-foot building containing office and warehouse space and a retail
location in Barrie, Ontario, Canada, where the headquarters of the international segment are located. With the
exception of a retail store located on this property, the international segment’s retail operations are conducted in
leased facilities. The dealer outlets included in the preceding table are independent retail businesses that operate
under their own trade names but are permitted, under dealer agreements, to purchase any of the products sold by
The Source By Circuit CitySM.
For information regarding the company’s lease obligations, see Note 10, Lease Commitments, of the
Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of
this Annual Report on Form 10-K.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year ended
February 28, 2007.
Executive Officers of the Company
The company is not aware of any family relationship between any executive officers of the company or
any executive officer and any director of the company. The executive officers are generally elected annually and
serve for one year or until their successors are elected. The next general election of officers is expected to occur in
June 2007. The following table identifies the executive officers of the company at March 31, 2007.
Name Age Office
Philip J. Schoonover 47 Chairman, President and
Chief Executive Officer
George D. Clark, Jr. 47 Executive Vice President
Multi-Channel Sales
Michael E. Foss 49 Executive Vice President
Chief Financial Officer
David L. Mathews 47 Executive Vice President
Merchandising, Services and Marketing
Ronald G. Cuthbertson 50 Senior Vice President
Supply Chain and Inventory Management
Philip J. Dunn 54 Senior Vice President
Treasurer and Controller
Reginald D. Hedgebeth 39 Senior Vice President
General Counsel and Secretary
Page 16 of 83
Eric A. Jonas, Jr. 52 Senior Vice President
Human Resources
John J. Kelly 49 Senior Vice President
General Merchandise Manager
Irynne V. MacKay 37 Senior Vice President
General Merchandise Manager
William E. McCorey, Jr. 49 Senior Vice President
Chief Information Officer
Steven P. Pappas 43 Senior Vice President
President – Small Stores
Marc J. Sieger 38 Senior Vice President
General Manager - Services
Peter C. Weedfald 53 Senior Vice President
Chief Marketing Officer
Marshall J. Whaling 52 Senior Vice President
Retail Operations
Randall W. Wick 46 Senior Vice President
General Merchandise Manager
Mr. Schoonover joined the company in October 2004 as executive vice president and chief merchandising
officer. He was elected president in February 2005, chief executive officer in March 2006 and chairman in June
2006. Before joining the company, he was executive vice president – customer segments at Best Buy Co., Inc., a
retailer of consumer electronics, home office products, entertainment software, appliances and related services,
from April 2004 until September 2004. He joined Best Buy in 1995 and previously served as executive vice
president – new business development from February 2002 until April 2004; executive vice president – digital
technology solutions from February 2001 until February 2002; and senior vice president – merchandising for five
years. Before joining Best Buy, Mr. Schoonover was an executive vice president at TOPS Appliance City, a
retailer of home appliances and consumer electronics, and held sales and executive marketing positions with Sony
Corporation of America.
Mr. Clark joined the company in 1983. He was promoted to store manager in 1987, district manager in
1992 and regional vice president in 1993. He was named assistant vice president in 1995; vice president and
Central Division president in 1997; Eastern Division president in 2002; senior vice president in 2003; and general
merchandise manager for technology in 2004. He was named president – retail stores in March 2005; executive
vice president – retail stores in March 2006 and executive vice president – multi-channel sales in February 2007.
Mr. Foss joined the company in 2003 as senior vice president and chief financial officer. He was promoted
to executive vice president in 2005. Before joining the company, he was executive vice president of
corporate/business development for TeleTech Holdings Inc., a global provider of customer management solutions
for large companies, from 2001 to 2003; president of TeleTech Companies Group, an operating division of
TeleTech Holdings, Inc., from 2000 to 2001; and executive vice president and chief financial officer of TeleTech
Holdings and president of TeleTech Companies Group from 1999 to 2000. Mr. Foss was employed by Eastman
Kodak Corporation, a company engaged in developing, manufacturing and marketing traditional and digital
imaging products, services and solutions, from 1997 to 1999 in various senior positions, including chief executive
officer of Kodak’s Picturevision Inc. subsidiary. Mr. Foss will be resigning from the company in April 2007 and
from the board of directors in June 2007 to become an executive officer of Petco Animal Supplies, Inc. Mr. Foss
will serve as principal financial officer pursuant to a consulting agreement through the date of the filing of this
Annual Report on Form 10-K.
Page 17 of 83
Mr. Mathews joined the company in June 2005 as senior vice president, president Circuit City Direct. In
February 2007, Mathews was named executive vice president, merchandising, services and marketing. Prior to
joining the company, he was an independent consultant from August 2004 to June 2005. He served from January
2003 to April 2004 as president and chief operating officer of Crutchfield Corporation, a direct integrated marketer
of consumer electronics products. From June 2001 to January 2003, he was an independent consultant. In addition,
he served from October 2000 to June 2001 as senior vice president of marketing for eCustomers, Inc., a provider
of enterprise customer response solutions, and from July 1997 to October 2000 he was employed by Dell
Computer Corporation in various marketing roles, including director of global marketing. Before joining Dell, he
worked at L.L. Bean, Inc. for 11 years in catalog, international retailing and internet roles.
Mr. Cuthbertson joined the company in March 2005 as senior vice president, supply chain and inventory
management. Before joining the company, he was president and chief executive officer of Southport Consulting,
Inc., a management consulting company. Prior to his role at Southport Consulting, he was employed at Best Buy
Co., Inc. from 1999 to 2004 and served in numerous roles including enterprise vice president, with concurrent
roles of vice president Best Buy International and vice president global sourcing, and executive vice president,
merchandising, marketing and supply chain at Best Buy Canada Ltd. Mr. Cuthbertson also served in various
positions at Sears Canada, Inc., a division of Sears, Roebuck & Co., a retailer of home merchandise, apparel and
automotive products and related services, from 1979 to 1998.
Mr. Dunn joined the company in 1984 as an assistant controller of inventory audit and control. He was
named treasurer in 1990, was promoted to vice president in 1992 and added the title of controller in 1996. In 1999,
he was elected senior vice president. Mr. Dunn was employed by Arthur Young & Co., an accounting firm and a
predecessor of Ernst and Young LLP, from 1980 to 1984.
Mr. Hedgebeth joined the company in 2005 as senior vice president, general counsel and secretary. Prior
to joining the company, he was employed by The Home Depot, Inc., a home improvement retailer, for six years,
serving most recently as vice president of legal. Previously, he was a corporate and securities associate at the law
firm of King and Spalding, LLP and held various finance and real estate positions at GE Capital Corporation.
Mr. Jonas joined the company in 1998 as director of associate relations. He was promoted to assistant vice
president of corporate human resources services in 2000, was elected vice president in 2003 and was elected senior
vice president in 2004. Prior to joining the company, he was employed by Toys “R” Us, a worldwide retailer of
toys, baby products, and children’s apparel, from 1985 until 1998, including director of human resources for the
Babies “R” Us division from 1996 to 1998.
Mr. Kelly joined the company in May 2005 as senior vice president, general merchandise manager for
technology. Before joining the company, he was vice president of home merchandising, and vice president of
QVC.com for QVC, Inc., a televised retailer of electronics, jewelry and consumer products, from 2001 to 2005;
and vice president of appliances and senior vice president of the consumer electronics division for Sharp
Electronics Corporation from 1996 to 2001. Before joining Sharp Electronics, Mr. Kelly was employed by Macy’s
for more than 15 years in various positions, including the executive training program and divisional merchandise
manager vice president of electronics.
Ms. MacKay joined the company in December 2006 as senior vice president, general merchandise
manager for entertainment. Before joining the company, she served as managing director of Infinitive, Inc., a
management consulting firm based in the Washington, D.C. area, for two years. During that time, Ms. MacKay
led the team assisting Circuit City with its merchandising transformation. Prior to joining Infinitive in 2004, she
was a senior director at Best Buy Co., Inc. At Best Buy, she worked on new business development and customer
centricity. Before joining Best Buy, Ms. MacKay worked for nine years at Accenture, a global management
consulting, technology services and outsourcing company, on large scale retail transformation projects.
Mr. McCorey joined the company in 1991 as supervisor, computer operations. He was named manager,
computer operations in 1992 and manager, computer services in 1993. He was promoted to director, computer
services in 1996; assistant vice president in 1998 and vice president, computer services in 2000. From 2003 to
2005, he served as vice president, business applications. He served as the chief information officer at 2nd Swing,
Page 18 of 83
Inc., a retailer of golf clubs and related accessories from January 2005 to April 2005. Mr. McCorey rejoined the
company in April 2005 as vice president, business applications. He was promoted to senior vice president, chief
information officer in October 2006.
Mr. Pappas joined the company in June 2006 as senior vice president, president – small stores. Before
joining the company, he was vice president/general manager of Kiosk Operations, Inc., a subsidiary of RadioShack
Corporation (a specialty retailer of consumer electronics products and services) that operates Sprint-branded
kiosks, from July 2004 until May 2006. Mr. Pappas joined RadioShack in 1985. He was promoted to regional
manager in 1993 and divisional vice president in 1996.
Mr. Sieger joined the company in 2003 as vice president of warranty administration, with additional
responsibility for the service division including field and depot repair, installations, personal computer services
and call centers. In March 2005, he was named senior vice president and general manager - services. Prior to
joining the company, he spent 13 years at General Electric Company, a diversified technology, media and financial
services company, working in roles in finance, marketing, e-commerce, sales and business development.
Mr. Weedfald joined the company in July 2006 as senior vice president, general merchandise manager for
entertainment/content. In September 2006, he was named chief marketing officer. Before joining the company,
he served as a senior vice president, sales and marketing, U.S. consumer electronics and North American corporate
marketing for Samsung Electronics America, a marketer of consumer electronics, information systems and home
appliance products, from February 2005 to July 2006. He joined Samsung in October 2001 and served as vice
president strategic marketing North America from October 2001 to November 2003 and as senior vice president
and chief marketing officer, Samsung North America from November 2003 to February 2005. Prior to joining
Samsung in 2001, Mr. Weedfald held various senior positions with ViewSonic Corporation, a worldwide provider
of advanced display technology from 1998 to 2000. Prior to joining ViewSonic in 1998, he served in various
senior publisher positions at Ziff-Davis Publishing, a leading integrated media company serving the technology
and videogame markets.
Mr. Whaling joined the company in May 2006 as senior vice president, retail operations. Prior to joining
the company, Mr. Whaling was senior vice president of sales and operations for the business-to-business division
at Best Buy Co., Inc. He joined Best Buy in 1997 and served as vice president of retail operations and as regional
vice president and district manager. Before joining Best Buy, he worked for American of Madison, Inc. for more
than twenty years, last serving as senior vice president of stores. American of Madison is a retailer of furniture,
appliances and consumer electronics that operates stores under the American TV and Appliance name.
Mr. Wick joined the company in December 2004 as senior vice president, general merchandise manager
for consumer electronics. Before joining the company, he served as executive vice president of Petters Group
Worldwide, an independent operating company that specializes in brand marketing. Prior to joining Petters Group
Worldwide in 2004, he was vice president of retail strategies at Best Buy Co., Inc. from 2002 to 2004. He joined
Best Buy in 1996 and served as merchandising manager from 1996 to 2001 and as vice president of merchandise
from 2001 to 2002. Before joining Best Buy, he worked for Fretter/Silo, formerly a large retailer of home
entertainment products, consumer electronics and appliances, for ten years.
Page 19 of 83
PART II
Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities.
The common stock of Circuit City Stores, Inc. is traded on the New York Stock Exchange under the
symbol CC. As of March 31, 2007, there were approximately 4,900 shareholders of record of common stock. On
April 19, 2007, the common stock closed at $18.23.
Market Price of Common Stock
2007 2006 Dividends
Quarter High Low High Low 2007 2006
1st ............................................. $31.54 $23.00 $16.89 $14.80 $.0175 $.0175
2nd ............................................ $31.30 $22.19 $18.71 $16.25 $.0175 $.0175
3rd............................................. $29.31 $22.32 $22.11 $15.36 $.0400 $.0175
4th............................................. $25.52 $18.25 $25.92 $20.21 $.0400 $.0175
Total.......................................... $.1150 $.0700
The following table provides information about common stock repurchases by or on behalf of the
company during the quarter ended February 28, 2007:
Total Number
of Shares Approximate Dollar
Average Purchased as Value of Shares
Total Number Price Part of Publicly that May Yet Be
(Amounts in millions except per of Shares Paid Announced Purchased Under
Purchased(a) per Share(a) the Program(b)
share data and footnote (a) data) Program
December 1 – December 31, 2006……………… 0.4 $19.84 0.4 $371.4
January 1 – January 31, 2007…………………… 3.7 $19.91 3.7 $298.0
February 1 – February 28, 2007………………… 0.9 $20.41 0.9 $280.4
Fiscal 2007 fourth quarter………………………. 5.0 $19.99 5.0
(a)
In addition to purchases under the share repurchase authorization, these columns include shares of common stock withheld to pay tax
withholding obligations for employees in connection with the vesting of nonvested stock awards. The withholding of 11 shares in the month
of December 2006 and 116 shares in the month of January 2007 are not considered part of the share repurchase program described in (b)
below.
(b)
In January 2003, the company announced that the board of directors had authorized the repurchase of up to $200 million of common
stock. In June 2004, the company announced a $200 million increase in its stock repurchase authorization, raising the repurchase capacity to
$400 million. In March 2005, the company announced a $400 million increase in its stock repurchase authorization, raising the repurchase
capacity to $800 million. In June 2006, the company announced a $400 million increase in its stock repurchase authorization, raising the
repurchase capacity to $1.2 billion. There is no expiration date under the authorization. At March 31, 2007, $280.4 million remained
available for share repurchases under the share repurchase authorization.
If the remaining borrowing availability under the company’s $500 million revolving credit facility falls
below $100 million, cash dividends and stock repurchases are limited to an aggregate of $75 million in any fiscal
year. At February 28, 2007, $439.9 million was available for borrowing under the credit facility.
Page 20 of 83
Comparison of Cumulative Five Year Total Return
$250
$200
$150
$100
$50
$0
2002 2003 2004 2005 2006 2007
Circuit City Stores, Inc. S&P 500 Index S&P 500 Retailing
Fiscal Year 2002 2003 2004 2005 2006 2007
Circuit City Stores, Inc.(a) .............. $100 $37.69 $ 96.18 $135.15 $208.73 $165.88
S&P 500 Index .............................. $100 $77.32 $ 107.10 $114.58 $124.20 $139.06
S&P 500 Retailing......................... $100 $72.39 $ 113.21 $125.29 $135.97 $149.85
(a)
The return on the company’s common stock includes the effect of a dividend of CarMax, Inc. common stock distributed on October 1,
2002. The dividend resulted in a per share adjustment of $5.1162 (the fair market value of the dividend), reflected as a special dividend
reinvested in the company’s common stock.
Page 21 of 83
Item 6. Selected Financial Data.
2007 2006 2005 2004 2003
CONSOLIDATED SUMMARY OF NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS
(Amounts in millions except per share data)
Net sales............................................................................................ $12,430 $11,514 $10,414 $9,857 $10,055
Gross profit ....................................................................................... $ 2,928 $ 2,810 $ 2,552 $2,284 $ 2,397
Selling, general and administrative expenses.................................... $ 2,842 $ 2,596 $ 2,471 $2,320 $ 2,439
Impairment of goodwill .................................................................... $ 92 $ – $ – $ – $ –
(5)(a)
Operating (loss) income .................................................................... $ $ 215 $ 87 $ (4) $ (15)
Earnings (loss) from continuing operations before income taxes...... $ 20 $ 233 $ 97 $ (1) $ (10)
Net (loss) earnings from continuing operations ................................ $ (10) $ 147 $ 61 $ (1) $ (8)
(Loss) earnings per share from continuing operations:
Basic ....................................................................................... $ (0.06) $ 0.83 $ 0.31 $ – $ (0.04)
Diluted .................................................................................... $ (0.06) $ 0.82 $ 0.31 $ – $ (0.04)
CONSOLIDATED SUMMARY OF NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS PERCENTAGES
(% of net sales except effective tax rate)
Gross profit ....................................................................................... 23.6 24.4 24.5 23.2 23.8
Operating (loss) income .................................................................... – 1.9 0.8 – (0.1)
Earnings (loss) from continuing operations before income taxes...... 0.2 2.0 0.9 – (0.1)
150.1(a)
Effective tax rate ............................................................................... 36.8 37.5 36.5 21.9
Net (loss) earnings from continuing operations ................................ (0.1) 1.3 0.6 – (0.1)
CONSOLIDATED SUMMARY BALANCE SHEETS
(Amounts in millions)
$3,006(b)
Total current assets ........................................................................... $ 2,884 $ 2,833 $ 2,745 $ 3,116
Property and equipment, net ............................................................. $ 921 $ 839 $ 727 $ 665 $ 722
Goodwill and other intangible assets, net.......................................... $ 141 $ 254 $ 247 $ – $ –
$3,808(b)
Total assets........................................................................................ $ 4,007 $ 4,069 $ 3,840 $ 3,960
$1,217(b)
Total current liabilities...................................................................... $ 1,714 $ 1,622 $ 1,315 $ 1,249
Long-term debt, excluding current installments................................ $ 50 $ 52 $ 20 $ 33 $ 22
Other long-term liabilities................................................................. $ 452 $ 440 $ 425 $ 341 $ 322
$1,592(b)
Total liabilities .................................................................................. $ 2,216 $ 2,114 $ 1,760 $ 1,593
Total stockholders’ equity................................................................. $ 1,791 $ 1,955 $ 2,080 $2,216 $ 2,366
$3,808(b)
Total liabilities and stockholders’ equity .......................................... $ 4,007 $ 4,069 $ 3,840 $ 3,960
CONSOLIDATED SUMMARY OF CASH FLOWS FROM CONTINUING OPERATIONS
(Amounts in millions)
Depreciation and amortization .......................................................... $ 181 $ 163 $ 153 $ 198 $ 160
389(c)
Cash flow from operating activities of continuing operations........... $ 316 $ 365 $ $ (126) $ (163)
261(c)
Purchases of property and equipment ............................................... $ 286 $ 254 $ $ 176 $ 151
OTHER DATA
Capital expenditures, net of landlord reimbursements (in millions) ...... $ 242 $ 220 $ 164 $ 127 $ 99
Cash dividends per share paid........................................................... $ 0.115 $ 0.07 $ 0.07 $ 0.07 $ 0.07
Return on average stockholders’ equity (%) ..................................... (0.5) 7.3 2.8 – (0.3)
Number of Associates of domestic segment ..................................... 43,011 42,359 42,425 43,211 38,849
Number of Associates of international segment................................ 3,071 3,648 3,521 – –
Number of domestic segment retail stores ........................................ 654 631 617 604 626
Number of international segment retail stores and dealer outlets...... 806 954 966 – –
Results from the Rogers Plus® stores are presented as results from discontinued operations for all periods presented.
Consolidated results include results from InterTAN from the acquisition date, May 12, 2004.
See consolidated financial statements and accompanying notes, included in Item 8, Financial Statements and Supplementary Data, of this
Annual Report on Form 10-K.
(a)
In fiscal 2007, the company recorded an impairment charge of $92.0 million associated with its international segment’s goodwill. The
impairment charge is not deductible for tax purposes.
(b)
Reflects reclassification of deposits in transit of $25.6 million from expenses payable to cash and cash equivalents.
(c)
See Note 1, Basis of Presentation, of the Notes to Consolidated Financial Statements.
Page 22 of 83
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We are a leading specialty retailer of consumer electronics, home office products, entertainment software,
and related services. We have two reportable segments: our domestic segment and our international segment.
Our domestic segment is engaged in the business of selling brand-name consumer electronics, personal
computers, entertainment software, and related services in our stores in the United States and via the Web at
www.circuitcity.com and www.firedog.com. At February 28, 2007, the domestic segment operated 642 Superstores
and 12 other stores in 158 U.S. media markets.
Our international segment, which is comprised of the operations of InterTAN, Inc., is engaged in the
business of selling private-label and brand-name consumer electronics in Canada. On May 12, 2004, we acquired a
controlling interest in InterTAN, Inc. and on May 19, 2004, completed our acquisition of 100 percent of the
common stock of InterTAN for cash consideration of $259.3 million, which includes transaction costs and is net of
cash acquired of $30.6 million. In addition to giving us a greater product-sourcing capability and the ability to
accelerate the offering of private-label merchandise to our customers, the acquisition of InterTAN gave us our first
presence in the Canadian market. The international segment’s headquarters are located in Barrie, Ontario, Canada,
and it operates through retail stores and dealer outlets in Canada primarily under the trade name The Source By
Circuit CitySM. At February 28, 2007, the international segment conducted business through 806 retail stores and
dealer outlets, which consisted of 509 company-owned stores, 296 dealer outlets and 1 Battery Plus® store. The
international segment also operates a Web site at www.thesource.ca.
Effective January 28, 2007, we returned the management of 92 Rogers Plus® stores to Rogers Wireless Inc.
in accordance with the Amending Agreement dated March 27, 2004, between Rogers Wireless Inc. and InterTAN
Canada Ltd. Results from the Rogers Plus® stores are presented as results from discontinued operations in all
periods presented.
In February 2007, the board of directors authorized management to explore strategic alternatives for
InterTAN, Inc., which could include the sale of the operation.
Management’s Discussion and Analysis (MD&A) is designed to provide the reader of financial statements
with a narrative discussion of our results of operations; financial position, liquidity and capital resources; critical
accounting policies and significant estimates; and the impact of recently issued accounting standards. Our MD&A
is presented in eight sections:
• Executive Summary
• Critical Accounting Policies
• Results of Operations
• Recent Accounting Pronouncements
• Financial Condition
• Domestic Segment Superstore Revitalization Program
• Fiscal 2008 Outlook
• Forward-Looking Statements
This discussion should be read in conjunction with the Consolidated Financial Statements and
accompanying Notes included in Item 8, Financial Statements and Supplementary Data, as well as with Item 1A,
Risk Factors, included in this Annual Report on Form 10-K. All per share amounts in this discussion are presented
on a fully diluted basis.
The terms “Circuit City,” “company,” “we,” “our” and “us” are used throughout this report and,
depending on the context of their use, may represent any of the following: the legal entity, Circuit City Stores,
Inc., a Virginia corporation, one of Circuit City’s operating segments or the entirety of Circuit City Stores, Inc. and
its consolidated subsidiaries.
Executive Summary
Fiscal 2007 Performance Summary
• Net sales were $12.43 billion compared with $11.51 billion in the prior year, an increase of 8.0
percent. Comparable store sales grew 5.8 percent compared with an 8.2 percent increase in fiscal
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2006. The fiscal 2007 sales increase primarily reflects domestic segment comparable store sales
growth of 6.1 percent and the contribution of 16 net additional domestic segment Superstores.
• The gross profit margin decreased by 85 basis points from fiscal 2006 to 23.6 percent of net sales
primarily due to decreases in domestic segment extended warranty net sales and merchandise margin.
• Selling, general and administrative expenses increased 32 basis points from fiscal 2006 to 22.9
percent of net sales. The increase reflects net incremental expenses, primarily related to strategic
investments in information technology, multi-channel and innovation activities, which totaled
approximately 90 basis points of consolidated net sales. We also incurred pre-tax expenses of $48.7
million, or 39 basis points of consolidated net sales, associated with store and facility closures and
other restructuring activities, which primarily related to leases and severance. These expenses were
partially offset by growth in payroll and advertising expenses that was slower than growth in
consolidated net sales, resulting in a lower expense-to-sales ratio.
• We recorded a non-cash impairment charge of $92.0 million, or 74 basis points of consolidated net
sales, related to the goodwill associated with the international segment.
• Earnings from continuing operations before income taxes were 0.2 percent of net sales in fiscal 2007
compared with 2.0 percent of net sales in fiscal 2006. The percentage decrease primarily results from
the decline in gross profit margin, the impairment of goodwill and the pre-tax expenses associated
with store and facility closures and other restructuring activities.
• The net loss from continuing operations was $10.2 million, or 6 cents per share, compared with net
earnings of $147.4 million, or 82 cents per share, in fiscal 2006.
Fiscal 2007 Significant Events
Fiscal 2007 was a challenging year in a number of respects.
At the beginning of the fiscal year, we set a number of financial targets, including strong sales growth and
earnings from continuing operations before income taxes (EBT) as a percentage of consolidated net sales within a
range of 2.0 percent to 2.4 percent, compared with 2.0 percent in the prior year. Through the first half of the year,
we delivered a number of key successes, including stronger than expected sales growth and improved EBT
margins. For the first quarter, we delivered growth in comparable store sales that set a three-year record for us and
returned to first quarter profitability. Our financial results continued to show year-over-year improvement in the
second quarter.
In the fall of 2006, industry dynamics in the flat panel television business changed as we saw an
acceleration of the frequency of price drops from our major vendors and competitors. While we expected
significant average selling price (ASP) declines, the magnitude and velocity of the actual declines was far greater
than we had anticipated. During the third quarter, for medium and large LCD televisions, the rate of price decline
was 50 percent more than we had budgeted; for plasma televisions, the rate of the price decline was three times
greater than we had budgeted. Despite the price declines, our third quarter sales of flat panel televisions, both in
units and dollars, came in above our sales plan.
Despite this sales strength, third quarter merchandise margins were pressured due to several factors. The
declining average selling prices directly pressured gross margin rate and dollars. A higher percentage of television
sales dollars, compared with the first half of the fiscal year, were returned to customers who took advantage of
Circuit City’s Unbeatable Price Guarantee program, under which, if within 30 days from the date of our offer, the
customer shows us a lower, currently advertised price from another local store with the same item in stock, we will
refund 110 percent of the difference between our price and theirs. Greater use of this program pressured gross
margin rate and dollars. Partially offsetting these negative trends, we saw sales of related accessories and services
grow and the margin rate for this basket of products remain steady. However, this gross profit dollar increase was
not large enough to offset the declines in flat panel television gross profit dollars compared with our expectations.
While unit sales grew, the volume came at lower price points, and therefore lower gross profit dollars.
Compounding the industry changes, we believe that our execution of pricing and markdown management,
overall promotional effectiveness, and the prioritization and editing of the holiday preparation plan we asked the
stores to execute was below our expectations.
Following these changes, we lowered our financial forecast for fiscal 2007 to an EBT range of 1.0 to 1.4
percent.
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In May 2006, we stated our goal of delivering EBT as a percentage of consolidated net sales of 5 percent
in a three- to five-year time frame. At that time, we planned to reach this goal through strong sales growth, gross
margin improvement and a more efficient expense structure. We expected to reach these financial targets through
a number of specific initiatives including retail transformation work, services growth, multi-channel growth, price
optimization, sourcing, inventory optimization and expense reductions. As a result of the intensified gross margin
pressures within the industry, in the fall we launched efforts to accelerate the timing of those initiatives. We now
believe the results of this program will serve to deliver sustainable growth in revenues and profits in an
environment with lower gross margins.
Several actions from these initiatives were announced in February and March 2007, including a
management realignment; domestic and international segment store closures and headcount reductions; a wage
management initiative; and the outsourcing of information technology infrastructure operations. These activities
are focused on driving improved execution and reducing the company’s cost and expense structure through
ensuring that Circuit City implements and follows retail industry best practices. As a result of these and other
restructuring actions as well as the impairment of goodwill, we incurred $144.6 million, or 116 basis points of
consolidated net sales, in pre-tax charges. Results also were negatively impacted by pre-tax earnings of $8.2
million, or 7 basis points of consolidated net sales, from Rogers Plus® stores that have been presented as results
from discontinued operations. To build the competitive organization of the future, we will make additional
changes to develop a world-class retail platform.
Despite the difficulties, we made significant progress in re-engineering the people, processes and
technologies of the organization and invested in key business areas to allow for sustainable growth in revenues and
profits. The most significant examples follow:
• Strategic Architecture. We introduced our strategic architecture, “It’s all about helping you.” The
architecture serves as the framework for strategic decisions and alignment of work. Our organizational
structure supports the architecture, builds accountability and improves financial results. We continued to
work on building a culture of engagement with our customers and Associates. We are listening to our
customers through our front-line Associates; aligning compensation, recognition and rewards with key
business outcomes; and communicating more clearly so that Associates understand how their work
contributes to our strategies, expectations and business goals.
• Win in Home Entertainment. We capitalized on a strong flat panel television cycle, posting strong growth
in sales. Despite our changed outlook after the third quarter, this is still an extremely robust product cycle
in consumer electronics and a significant opportunity for revenue growth.
• Multi-channel. Our multi-channel sales process is more than just doing business through multiple
channels – it truly integrates our sales channels into a seamless experience. Web-originated sales grew
more than 50 percent for the year, and sales from our Web site reached the $1 billion net sales milestone
for fiscal 2007. Our market share for online consumer electronics continued to grow, with industry source
TraQline reporting fourth quarter market share growth of 40 percent compared with the prior year for
www.circuitcity.com. We also opened a new state-of-the-art call center to provide a more robust level of
service to our customers.
• Services. The growing complexity of home theater and technology products has created frustration for
many customers who desire more assistance with installation, repair and upgrades. In response, we
launched the firedogSM brand in September 2006 to assist customers with home theater installations,
consumer PC services and the convergence and integration of multiple technology products. We estimate
a $20 billion consumer market opportunity for these services by fiscal 2010. In fiscal 2007, we delivered
strong services revenue growth of nearly 80 percent from the prior year to reach more than $200 million in
annual sales. We continued to build cultural muscle in our stores as well as infrastructure and systems to
support growth.
• Real Estate. Another key growth initiative for us is real estate. We delivered on our domestic segment
store opening plans for the year with 23 incremental Superstores and 12 Superstore relocations. We made
progress on building the pipeline for fiscal 2008 openings and expect to open 60 to 65 Superstores in fiscal
2008. We also have built the platform to open 75 to 100 Superstores per year beginning in fiscal 2009.
As we increase the number of our annual openings, we continue to address our existing base by updating
store interiors and exteriors as well as closing underperforming stores. We also continue to explore
different store sizes and concepts. As the mix of sales of music and movie software shifts to digital
formats rather than physical formats, and as more customers prefer a multi-channel shopping experience,
we believe a smaller store footprint can, in many cases, meet our customers’ needs more effectively and
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efficiently. In fiscal 2007, approximately 70 percent of our domestic segment Superstore openings were
approximately 30,000 total square feet and approximately 30 percent were 20,000 total square feet. In
fiscal 2008, we expect more than half of the domestic segment Superstore openings to be 20,000 total
square feet.
• Reduced Net-owned Inventory. We reduced domestic segment net-owned inventory by $88 million while
growing sales, improving in-stocks and reducing overall inventory.
• Management Transformation. From October 2004 through February 2007, we have named 51 new vice
presidents or higher level executives through a combination of external hires and internal promotions
affecting virtually all parts of the company. These changes represent a significant enhancement of the
team both in strength and diversity of experience.
• Returning Value to Shareholders. We raised our quarterly dividend to 4 cents per share from 1.75 cents
per share. In addition, we increased our share buyback authorization by $400 million to $1.2 billion and
repurchased 10 million shares for $237 million, excluding commission fees, for an average price of
$23.62.
In fiscal 2008, we will continue to focus on our long-term strategy and transformation efforts. Our four
growth pillars of win in home entertainment, services, multi-channel and real estate serve as the foundation for our
strategic initiatives. Our accelerated transformation efforts that we began in fiscal 2007 will largely be
implemented in fiscal 2008.
In merchandising, our transformation efforts include aligning resources to drive accountability;
implementing tighter governance of pricing, promotions and markdown decisions; collaborating better with our
strategic partners; building strategic sourcing capabilities and continuing our supply chain optimization work; and
continuing to develop merchandising and marketing capacity and capabilities through new skill sets and new IT
systems. Our retail transformation will include a redefined operating model with enhanced focus on operational
excellence and labor optimization; the establishment of regional and district learning labs to support the process of
change management in our stores; the implementation of new standard operating procedures in our stores; and a
renewed focus on managing the performance gaps among stores. We will continue our SG&A reduction activities
with a focus on all layers of the business.
Our plan assumes most of the organizational and process changes will take place during the first half of
the year so that we can focus on execution of the new initiatives during the holiday selling season.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles. Preparation of financial statements requires us to make estimates and assumptions affecting
the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. We use our historical experience and other relevant factors when developing our estimates and
assumptions, which we continually evaluate. Note 2, Summary of Significant Accounting Policies, of the Notes to
Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this
Annual Report on Form 10-K includes a discussion of our significant accounting policies. The following
accounting policies are those we consider critical to an understanding of the consolidated financial statements
because their application places the most significant demands on our judgment. Our financial results might have
been different if other assumptions had been used or other conditions had prevailed.
Inventory Valuation
We value our inventory using the average cost method and include the cost of freight from the vendor to
our distribution centers, or in the case of direct shipments, the cost of freight from the vendor to our stores. We
estimate the realizable value of inventory based on assumptions about forecasted consumer demand, market
conditions and obsolescence. If the estimated realizable value is less than cost, the inventory value is reduced to
its estimated realizable value. If estimates regarding consumer demand and market conditions are inaccurate or
unexpected changes in technology affect demand, we could be exposed to losses in excess of amounts recorded.
Our inventory loss reserve represents estimated physical inventory losses that have occurred since the last
physical inventory date. Independent physical inventory counts are taken on a regular basis to ensure that the
inventory reported in the consolidated financial statements is accurately stated. During the interim period between
physical inventory counts, we reserve for anticipated physical inventory losses on a location-by-location basis.
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Our inventory loss reserve contains uncertainties because the calculation requires management to make
assumptions and apply judgment regarding a number of factors, including historical results and current inventory
loss trends. Actual physical inventory counts are performed in January of each fiscal year. The loss reserve
recorded at February 28, 2007, represents estimated physical inventory losses for approximately six weeks of the
fiscal year. A 10 percent change in this estimate would not be significant to the consolidated financial statements.
Goodwill
Goodwill is reported as a separate line item on our consolidated balance sheets. The balance in goodwill
was $121.8 million at February 28, 2007, and $224.0 million at February 28, 2006. We evaluate goodwill for
impairment on an annual basis and more frequently if events or circumstances indicate that goodwill may be
impaired, such as a significant adverse change in the business climate or a decision to sell or dispose of a reporting
unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units,
assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination
of the fair value of each reporting unit.
We estimate the fair value of the reporting unit using the average of discounted cash flows and comparative
market multiples of earnings before interest, taxes, depreciation and amortization. Applying this methodology
requires significant management judgments including estimation of future cash flows, estimation of the long-term
rate of growth for the reporting unit, selection of an appropriate discount rate, economic projections and market
data. Changes in these assumptions and estimates could materially affect the determination of fair value.
If the analysis indicates that goodwill is impaired, measuring the impairment requires a fair value estimate
of each identified tangible and intangible asset. We obtain independent appraisals, as appropriate, to support our
goodwill impairment analysis.
During the fourth quarter of fiscal 2007, due to deterioration in the sales and margin trends of our
international segment, we determined that it was necessary to reevaluate goodwill associated with this segment for
impairment. As a result of this analysis, we recorded an impairment charge of $92.0 million to write down
goodwill to its estimated fair value.
If actual results are not consistent with our assumptions and estimates used in the analysis, we may be
subject to further impairment losses that could be material.
Income Taxes
We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which
requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of the temporary
differences between the book and tax basis of recorded assets and liabilities. We make estimates and judgments
with regard to the calculation of certain tax assets and liabilities. SFAS No. 109 also requires that deferred tax
assets be reduced by valuation allowances if it is more likely than not that some portion of the deferred tax asset
will not be realized. Quarterly, we assess the likelihood the benefits of a deferred tax asset will be realized by
considering historical and projected taxable income and tax planning strategies. Should a change in circumstances
lead to a change in our judgments about the realization of deferred tax assets in future years, we adjust the
valuation allowances in the period that the change in circumstances occurs, along with a current charge or credit to
net earnings. Significant changes to our estimates and assumptions may result in an increase or decrease to our tax
expense in a subsequent period.
We estimate and accrue income tax contingencies for differences in interpretation that may exist with tax
authorities. Quarterly, we evaluate income tax contingency accruals. We consider a variety of factors, including
the nature and amount of tax income and expense items, the current tax statutes, the current status of audits
performed by tax authorities and the projected earnings. To the extent we prevail in matters for which reserves
have been established, or are required to pay amounts in excess of our reserves, our effective income tax rate in a
given financial statement period could be materially affected. An unfavorable tax settlement would require use of
our cash and may result in an increase in our effective income tax rate in the period of resolution if the settlement
is in excess of our reserves. A tax settlement for an amount lower than our reserves would be recognized as a
reduction in our income tax expense in the period of resolution and would result in a decrease in our effective tax
rate.
Income tax contingency accruals were $20.7 million at February 28, 2007, and $19.4 million at February
28, 2006. At February 28, 2007, the accrual for income tax contingencies is reflected as an offset to the income tax
receivable on the consolidated balance sheet. During fiscal 2007, we recorded a reduction to tax expense of $2.6
million related to the revision of management estimates regarding certain tax contingencies. We did not make any
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other changes in estimates related to tax contingencies during fiscal 2007 that would have a significant impact on
the consolidated financial statements.
Effective March 1, 2007, we will adopt FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty
in Income Taxes.” FIN No. 48 establishes standards for recognition and measurement, in the financial statements,
of positions taken, or expected to be taken, by an entity in its income tax returns. Positions taken by an entity in its
income tax returns must satisfy a more-likely-than-not recognition threshold, assuming that the positions will be
examined by taxing authorities with full knowledge of all relevant information, in order for the positions to be
recognized in the consolidated financial statements.
Accrued Lease Termination Costs
When leased properties are no longer used for operating purposes, we recognize a liability for our future
lease payments and related costs, from the date of closure through the end of the remaining lease term, net of
contractual or estimated sublease rental income. Inherent in the calculation of accrued lease termination costs are
significant management judgments and estimates, including estimates of the amount and timing of future sublease
revenues, the timing and duration of future vacancy periods and the amount and timing of future settlement
payments. When making these assumptions, we consider a number of factors including our historical experience,
the condition and location of the property, the terms of the lease, the specific real estate market and general
economic conditions. We review these judgments and estimates on a quarterly basis and make appropriate
revisions.
Accrued lease termination costs were $105.6 million at February 28, 2007, and $110.0 million at February
28, 2006. We present the changes in the accrued lease termination costs in the notes to the consolidated financial
statements. Changes in assumptions increased the liability for lease termination costs by approximately $12
million for fiscal 2007, approximately $10 million for fiscal 2006 and approximately $6 million in fiscal 2005. In
fiscal 2007, we recorded a $12.9 million reversal of the liability due to a change in estimate for seven previously-
vacant stores that have re-opened or will re-open as outlet stores. If actual results are not consistent with our
estimates or assumptions, changes to the lease termination liability could be material.
Stock-Based Compensation
Effective March 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
“Share-Based Payment” (SFAS No. 123(R)), which requires companies to record compensation expense based on
the fair value of employee stock-based compensation awards. Under the fair value recognition provisions of SFAS
No. 123(R), we recognize stock-based compensation net of an estimated forfeiture rate and, therefore, only
recognize compensation expense for those shares expected to vest. If our actual forfeiture rate is materially
different from our estimate, the stock-based compensation expense could be significantly different from what we
have recorded in the current period. Stock-based compensation cost is measured at the grant date based on the fair
value of the award and recognized over the service period of the award. We determine the fair value of our non-
qualified stock options at the grant date using the Black-Scholes option valuation model.
Option valuation models, including the Black-Scholes model, require us to make highly subjective
assumptions regarding the expected future volatility of the stock price, expected term of the option, expected
dividend yield and the risk-free interest rate. The assumptions used in the Black-Scholes model represent our best
estimates, but these estimates involve inherent uncertainties and the application of management judgment. Changes
in these assumptions can materially affect the fair value estimate.
The vesting of certain nonvested stock awards may accelerate if we achieve operating margin targets. The
recognition of compensation expense over the requisite service period is based on the likelihood of achieving the
performance targets. Performance-accelerated nonvested stock awards require management to make assumptions
regarding the likelihood of achieving company goals. If actual results differ from our assumptions, stock-based
compensation expense could be significantly different from what we have recorded in the current period.
Stock-based compensation expense was $28.7 million in fiscal 2007, $26.9 million in fiscal 2006 and $19.1
million in fiscal 2005. During the second half of fiscal 2007, we increased the estimated forfeiture rates on certain
awards to reflect a change in our expectations regarding the number of instruments that will ultimately vest. This
change in expectations was driven by higher than anticipated fiscal 2007 forfeitures, due in part to changes to
executive management. Consistent with the provisions of SFAS No. 123(R), the effect of the change in estimate
was recognized in compensation expense in fiscal 2007. If actual results are not consistent with our estimates or
assumptions, we may be exposed to changes in stock-based compensation expense that could be material.
Additionally, if actual results are not consistent with the assumptions used, the stock-based compensation expense
reported in our consolidated financial statements may not be representative of the actual economic cost of the stock-
based compensation.
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Pension Plans
Net pension expense recognized in our consolidated financial statements for our defined benefit pension
plan and unfunded non-qualified benefit restoration plan is determined on an actuarial basis. The effects of both
the performance of pension plan assets and changes in pension plan liability discount rates on the computation of
net pension expense are amortized over future periods. Actual results in any given year will often differ from
actuarial assumptions because of economic conditions and expectations for the future.
A significant element in determining the net pension expense is the expected return on plan assets. We use
a calculated market-related value of pension plan assets to determine the expected return on pension plan assets.
The calculated market-related value of the plan assets is different from the actual or fair market value of the assets.
The fair market value is the value of the assets at a point in time that is available to make payments to pension plan
participants and to cover transaction costs. The calculated market-related value recognizes changes in fair value on
a straight-line basis over a five-year period. This recognition method spreads the effects of year-over-year volatility
in the financial markets over that period of years. The rate of return assumption is reviewed annually and adjusted
as appropriate. For fiscal 2007, fiscal 2006 and fiscal 2005, our expected rate of return on plan assets was 8.25
percent. Net pension expense for our pension plans was $2.4 million in fiscal 2007, $1.7 million in fiscal 2006 and
$19.8 million in fiscal 2005. These expenses are included in cost of sales, buying and warehousing and selling,
general and administrative expenses on the consolidated statements of operations.
At the end of each fiscal year, we determine the weighted average discount rate used to calculate the
present value of plan liabilities. The discount rate is an estimate of the interest rate at which the pension liabilities
could be effectively settled at the end of the year. When estimating the discount rate, we review yields available on
high-quality, fixed income debt instruments. We reviewed high-quality corporate bond indices in addition to a
hypothetical portfolio of corporate bonds constructed with maturities that approximate the expected timing of our
anticipated benefit payments. We selected a discount rate of 5.75 percent at February 28, 2007, and 5.65 percent at
February 28, 2006.
The following table is a sensitivity analysis that illustrates the effect on net pension expense and the
funded status of changing the expected rate of return on plan assets and the discount rate, while holding all other
assumptions constant:
Increase / (Decrease) In
Change in February 28, 2007 Fiscal 2007
(Amounts in millions) Assumption Funded Status Expense
Expected rate of return on plan assets .......... +/- 25 basis points N/A $(0.6) / $0.6
Discount rate................................................. +/- 25 basis points $13.0 / $(13.9) $(1.4) / $1.5
In October 2004, the board of directors approved amendments to freeze both the defined benefit pension
plan and the non-qualified benefit restoration plan, effective February 28, 2005. As a result, all eligible employees
retain any benefits accumulated to the effective date, but are no longer eligible to increase their benefit. Eligible
employees will continue to earn vesting credit toward the pension plan’s vesting requirements. Employees who
would be eligible to retire under the pension plan’s early or normal retirement provisions on or before February 28,
2008, are considered grandfathered employees and are not subject to the plan changes to either plan. In addition,
employees who would be eligible to retire under the pension plan’s early or normal retirement provisions on
before February 28, 2015, are considered sustained employees under the benefit restoration plan and will be
eligible to receive the supplemental benefits they would have received under the benefit restoration plan had their
pension plan benefit accruals not been frozen. The impact of the changes to the plans was a curtailment charge of
$1.1 million in the fiscal year ended February 28, 2005.
In the fourth quarter of fiscal 2007 we adopted SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R).” SFAS No. 158 requires an employer to recognize a plan’s funded status in its balance sheets and
recognize the changes in a plan’s funded status in accumulated other comprehensive income in the year in which
the changes occur. Additional discussion and the impact of adopting this statement are included in Note 15,
Employee Benefit Plans, of the Notes to Consolidated Financial Statements, included in Item 8, Financial
Statements and Supplementary Data, of this Annual Report on Form 10-K.
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Results of Operations
Reclassifications and Adjustments
We reclassified stock-based compensation expense from a separate line on the consolidated statement of
operations to selling, general and administrative expenses.
During fiscal 2006, we identified errors in the previously filed consolidated statement of cash flows for the
fiscal year ended February 28, 2005. The errors were considered immaterial; however, we have revised the
statement of cash flows for the fiscal year ended February 28, 2005, included in this filing. The errors were the
result of the following: we incorrectly reflected bank overdrafts of $36.3 million as a change in expenses payable in
operating activities rather than in financing activities; we incorrectly included accruals of $7.5 million for purchases
of property and equipment in operating activities and investing activities; and we incorrectly reflected deposits in
transit of $25.6 million as a change in expenses payable in operating activities rather than as a change in cash and
cash equivalents.
During fiscal 2006, we identified errors in previously issued financial statements. We evaluated the impact
of the errors in the consolidated financial statements for previously reported periods, on the 2006 fiscal year and on
earnings trends. Based upon the evaluation, we concluded the errors and the corrections of such errors were not
material to the company’s financial statements taken as a whole and corrected the errors in the fourth quarter of
fiscal 2006. As a result, we recognized an after-tax reduction in net earnings of $3.2 million during the fourth
quarter of fiscal 2006 that relates primarily to benefits recognized in the first three quarters of fiscal 2006 for the
estimated non-redemption of the rewards feature on the Circuit City Rewards Credit Card. We also recognized an
after-tax benefit of $0.4 million during the fourth quarter of fiscal 2006 to correct errors in lease accounting and for
other matters in the consolidated financial statements for prior fiscal years. In addition, in fiscal 2006 we revised
prior year consolidated financial statements for immaterial corrections of errors related to lease accounting and for
other matters. Immaterial amounts previously reported incorrectly as rent expense have been reclassified to interest
expense on the fiscal 2005 consolidated statement of operations.
Summary of Segment Performance
Where relevant, we have included separate discussions of our domestic and international segments. Our
domestic segment is engaged in the business of selling brand-name consumer electronics, personal computers,
entertainment software, and related services in our stores in the United States and via the Web at
www.circuitcity.com and www.firedog.com. Our international segment is engaged in the business of selling
private-label and brand-name consumer electronics in Canada and via the Web at www.thesource.ca and
principally includes the operations of InterTAN, Inc., which we acquired in May 2004. Consolidated results
include results from InterTAN from the acquisition date. Prior to the second quarter of fiscal 2005, we had
another reportable segment, our finance operation. The following tables summarize performance by segment.
SEGMENT PERFORMANCE SUMMARY
Year Ended February 28, 2007
Domestic International Consolidated
% of % of % of
(Dollar amounts in millions) $ Sales $ Sales $ Sales
Net sales ........................................... $11,859.6 100.0% $ 570.2 100.0% $12,429.8 100.0%
Gross profit....................................... $ 2,740.0 23.1% $ 188.4 33.0% $ 2,928.3 23.6%
Selling, general and administrative
expenses ...................................... $ 2,632.8 22.2% $ 208.8 36.6% $ 2,841.6 22.9%
Impairment of goodwill(a) ................. $ – – $ 92.0 16.1% $ 92.0 0.7%
Net earnings (loss) from continuing
operations .................................... $ 97.1 0.8% $ (107.3) (18.8)% $ (10.2) (0.1)%
(a)
In fiscal 2007, we recorded an impairment charge of $92.0 million associated with the international segment’s goodwill. The impairment
charge is not deductible for tax purposes.
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Year Ended February 28, 2006
Domestic International Consolidated
% of % of % of
(Dollar amounts in millions) $ Sales $ Sales $ Sales
Net sales ........................................... $10,974.0 100.0% $ 540.2 100.0% $11,514.2 100.0%
Gross profit....................................... $ 2,604.5 23.7% $ 206.0 38.1% $ 2,810.5 24.4%
Selling, general and administrative
expenses ...................................... $ 2,379.9 21.7% $ 215.8 39.9% $ 2,595.7 22.5%
Net earnings (loss) from continuing
operations .................................... $ 154.8 1.4% $ (7.3) (1.4)% $ 147.4 1.3%
Year Ended February 28, 2005
Domestic International(a) Finance
(Amounts in millions) Consolidated
Net sales ........................................... $10,014.6 $ 398.9 $– $10,413.5
Gross profit....................................... $ 2,385.6 $ 166.6 $– $ 2,552.2
Selling, general and administrative
expenses....................................... $ 2,331.2 $ 139.6 $– $ 2,470.7
Finance income................................. $ – $ – $ 5.6 $ 5.6
Net earnings from continuing
operations .................................... $ 41.1 $ 15.9 $ 3.5 $ 60.6
(a)
The international segment’s results are included from May 12, 2004, when we acquired a controlling interest in InterTAN, Inc.
Net Sales
Consolidated
For the fiscal year ended February 28, 2007, our net sales increased 8.0 percent to $12.43 billion, and
comparable store sales increased 5.8 percent. In fiscal 2006, net sales increased 10.6 percent to $11.51 billion
from $10.41 billion in fiscal 2005, and comparable store sales increased 8.2 percent.
PERCENT SALES CHANGE FROM PRIOR YEAR
Fiscal Total Comparable
2007 .................................................. 8.0% 5.8%
2006 .................................................. 10.6% 8.2%
A store’s sales are included in comparable store sales after the store has been open for a full 12 months.
Comparable store sales include Web-originated sales and sales from relocated and remodeled stores. Sales from
closed stores are included in comparable store sales until the month in which the stores are closed. Beginning June
1, 2005, international segment sales are included in comparable stores sales and are calculated in local currency.
The calculation of comparable store sales excludes the impact of fluctuations in foreign currency exchange rates.
The fiscal 2007 sales increase primarily reflects the increase in domestic segment comparable store sales
and the contribution of 16 net additional domestic segment Superstores.
The fiscal 2006 sales increase primarily reflects the increase in domestic segment comparable store sales
and the addition of 18 Superstores partially offset by the closure of 19 Superstores late in fiscal 2005.
Domestic Segment
The domestic segment’s fiscal 2007 net sales were $11.86 billion, an increase of 8.1 percent over fiscal
2006 sales of $10.97 billion. Comparable store sales increased 6.1 percent. The fiscal 2007 sales increase primarily
reflects the increase in the comparable store sales and the contribution of 16 net additional domestic segment
Superstores. The comparable store sales increase is due primarily to an increase in Web- and call center-originated
sales as well as an increase in the average ticket associated with Superstore sales. A strong increase in sales of flat
panel televisions drove the increase in average ticket.
The domestic segment’s fiscal 2006 net sales were $10.97 billion, an increase of 9.6 percent over fiscal
2005 sales of $10.01 billion. Comparable store sales increased 8.3 percent. The fiscal 2006 sales increase primarily
reflects the increase in comparable store sales and the addition of 18 Superstores, partially offset by the closure of
19 Superstores in late fiscal 2005. The comparable store sales increase is due primarily to an increase in average
ticket associated with Superstore sales as well as an increase in Web- and call center-originated sales. A strong
product cycle for certain consumer electronics products, especially flat panel televisions, combined with many of
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the initiatives we undertook throughout fiscal 2006 drove the sales increase. Additionally, we believe that our
product portfolio management, promotional effectiveness and inventory management initiatives, in particular,
contributed to the strong sales increase in fiscal 2006 over fiscal 2005.
PERCENT OF DOMESTIC SEGMENT NET SALES BY CATEGORY(a)
Years Ended February 28
2007 2006 2005
Video ...................................................... 42 % 42 % 39 %
Information technology .......................... 25 25 28
Audio ...................................................... 15 15 14
Entertainment ......................................... 11 11 12
Warranty, services and other(b) ............... 7 7 7
Net Sales................................................. 100 % 100 % 100 %
(a)
We have adapted our presentation of sales by category to represent total sales and have reclassified certain sales from video and
information technology to warranty, services and other.
(b)
Warranty, services and other includes extended warranty net sales; revenues from computer-related services, mobile installations, home
theater installations and product repairs; net financing; and revenues from third parties for services subscriptions.
For fiscal 2007, our growth was primarily driven by strong double-digit comparable store sales growth of
flat panel televisions. Comparable store sales of notebook computers, video game products and digital imaging
products grew double digits and comparable store sales of navigation products grew by triple digits. Strong sales
growth in these areas was partially offset by double digit declines in sales of tube and projection televisions. For
fiscal 2007 in the domestic segment, Web-originated sales grew 52 percent; firedogSM services revenues, including
computer-related services and home theater installations, grew 77 percent; and call center sales grew 73 percent
from the prior year. For fiscal 2007, Web-originated sales reached $1 billion and firedogSM services revenues
exceeded $200 million.
For fiscal 2006, we generated our strongest comparable store sales gain in flat panel televisions, which
grew triple digits from the prior year. We also experienced strong comparable store sales gains in portable audio
hardware and related accessories; digital cameras and related accessories; navigation products; and PC Services.
Web-originated sales grew 59 percent and call center sales grew 104 percent compared with fiscal 2005. We
experienced sales declines in tube and projection televisions, as our sales mix shifts to flat panel technologies; in
DVD players, as the category has matured; and in music software, as industry trends are shifting to electronic
distribution of music.
Extended Warranty Net Sales. The domestic segment sells extended warranty programs on behalf of
unrelated third parties who are the primary obligors. The commission revenue for extended warranty net sales is
included in net sales. Reflecting our expanded ability to provide high-value services in a growing number of ways,
we view extended warranty net sales as one component of many that contributes to both sales and gross margin.
Our customer service approach focuses on selling “solutions,” with warranties being only one of many available
solutions.
The percent of domestic segment sales attributable to sales of extended warranties was 3.5 percent in fiscal
2007, 3.8 percent in fiscal 2006 and 3.8 percent in fiscal 2005. As average selling prices on many products
declined during fiscal 2007, extended warranty net sales as a percentage of domestic segment net sales also
declined compared to fiscal 2006. We believe that consumers perceive a reduced need for an extended warranty
when the product price has declined. We are reviewing our extended warranty offerings, pricing strategies and in-
store training to address this issue.
Net Financing. In May 2004, we sold our private-label finance operation to Chase Card Services. We
entered into an arrangement under which Chase offers private-label and co-branded credit cards to new and
existing customers. Revenues from new account activations are offset by the costs associated with promotional
financing over a predetermined base. The net results from the arrangement are included in net sales on the
consolidated statements of operations.
DOMESTIC SEGMENT STORE MIX
Retail Units at Year End
2007 2006 2005
Superstores ............................................. 642 626 612
Other stores............................................. 12 5 5
Total domestic segment stores................ 654 631 617
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Prior to fiscal 2001, our Superstore prototypes utilized a showroom model, which required sales assistance
for each transaction to retrieve product that was stocked in a large warehouse. Approximately 61 percent of our
domestic segment Superstores were constructed as the showroom prototypes, and today have excess square
footage in the warehouse area that is unused. The showroom prototypes on average include approximately 60
percent of the total square footage as selling area and 40 percent as non-selling area, which includes areas such as
warehouse space, mobile installation bays, training rooms and restrooms.
During fiscal 2001, Circuit City introduced a new Superstore format that features a brighter, more
contemporary look and an open, easily navigable floor plan conducive to browsing. The format allows the
company to put all products, except those that are too large for customers to carry themselves, on the sales floor.
These post-showroom prototypes on average include approximately 72 percent of the total square footage as
selling area. In fiscal 2007, the average selling area for stores opened was 76 percent of the total square footage.
We provide both selling square footage and total square footage metrics for the domestic segment
Superstores in order to aid investors in understanding the impact of the changes in the prototypes.
DOMESTIC SEGMENT SUPERSTORE SQUARE FOOTAGE SUMMARY
At February 28 Selling Sq. Ft. Total Sq. Ft.
2007 ................................. 13,243,665 21,172,652
2006 ................................. 12,990,321 20,728,064
2005 ................................. 12,953,259 20,922,618
International Segment
The international segment’s fiscal 2007 net sales were $570.2 million, an increase of 5.6 percent over
fiscal 2006 sales of $540.2 million. The sales increase was driven by the effect of fluctuations in foreign currency
exchange rates, which accounted for approximately 4 percentage points of the increase. Comparable store sales
decreased 0.8 percent in fiscal 2007 in local currency.
The international segment’s net sales were $540.2 million in fiscal 2006 and $398.9 million in fiscal 2005.
International segment sales are included from May 12, 2004, when we acquired a controlling interest in InterTAN,
Inc. The effect of fluctuations in foreign currency exchange rates accounted for approximately 8 percentage points
of the segment’s fiscal 2006 net sales increase. Comparable store sales increased 5.0 percent in fiscal 2006 in
local currency.
PERCENT OF INTERNATIONAL SEGMENT NET SALES BY CATEGORY
Years Ended February 28
2005(b)
2007 2006
Video ...................................................... 19 % 19 % 18 %
Information technology .......................... 38 37 36
Audio ...................................................... 33 32 33
Entertainment ......................................... 5 5 7
Warranty, services and other(a) ............... 5 7 6
Net sales ................................................. 100 % 100 % 100 %
(a)
Warranty, services and other includes extended warranty sales and product repair revenue.
(b)
The international segment’s sales are included from May 12, 2004, when we acquired a controlling interest in InterTAN, Inc.
INTERNATIONAL SEGMENT STORE MIX
Retail Units at Year End
2007 2006 2005
Company-owned stores ....................... 509 540 521
Dealer outlets....................................... 296 300 331
Rogers Plus® stores(a) ........................... – 93 88
Battery Plus® stores.............................. 1 21 26
Total international segment stores....... 806 954 966
(a)
Effective January 28, 2007, we returned the management of 92 Rogers Plus® stores to Rogers Wireless Inc. in accordance with the
Amending Agreement dated March 27, 2004, between Rogers Wireless Inc. and InterTAN Canada Ltd. Results from the Rogers Plus® stores
are presented as results from discontinued operations for all periods presented.
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International segment stores operating under the trade name The Source By Circuit CitySM typically have a
small store format with 2,107 average square feet.
Gross Profit Margin
Consolidated
The gross profit margin rate was 23.6 percent in fiscal 2007, 24.4 percent in fiscal 2006 and 24.5 percent
in fiscal 2005.
The gross profit margin rate declined 85 basis points in fiscal 2007 from fiscal 2006 primarily due to
decreases in the domestic segment extended warranty net sales and merchandise margin. The domestic segment
contributed 58 basis points to the decline and the international segment contributed 27 basis points to the decline.
The gross profit margin rate declined 10 basis points in fiscal 2006 from fiscal 2005 primarily due to
higher promotional financing costs that resulted from higher interest rates than were in place during fiscal 2005.
Domestic Segment
The domestic segment’s gross profit margin rate was 23.1 percent in fiscal 2007, 23.7 percent in fiscal
2006 and 23.8 percent in fiscal 2005.
The domestic segment’s gross profit margin rate decreased 63 basis points in fiscal 2007 from fiscal 2006,
driven by a decrease in merchandise margin primarily in televisions, PC hardware, and entertainment software, as
well as a decrease in extended warranty net sales as a percentage of domestic segment net sales.
The domestic segment’s gross profit margin rate decreased 9 basis points in fiscal 2006 from fiscal 2005.
The change primarily reflects higher promotional financing costs that resulted from higher interest rates than in
fiscal 2005.
International Segment
The international segment’s gross profit margin rate was 33.0 percent in fiscal 2007, 38.1 percent in fiscal
2006 and 41.8 percent in fiscal 2005.
The gross profit margin decrease from fiscal 2006 to fiscal 2007 is due to an increased level of inventory
write-offs and merchandise markdowns compared with the prior year as well as a shift in the product sales mix
from higher-margin categories, including batteries, to lower-margin, higher-growth categories, including personal
electronics and navigation products. Results also include $3.3 million, or 58 basis points of international segment
net sales, for inventory write-offs associated with plans to exit certain product lines, clearance sales associated
with store closures and other actions to align the international segment merchandise assortment with consumer
demand.
The international segment’s gross profit margin rate decrease from fiscal 2005 to fiscal 2006 is due
primarily to a shift in the product sales mix from higher-margin categories, including batteries, parts, and
accessories, to lower-margin, higher-growth categories, including PC hardware and video and personal electronics.
Selling, General and Administrative Expenses
Consolidated
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Years Ended February 28
2005(d)
2007 2006
% of % of % of
(Dollar amounts in millions) $ Sales $ Sales $ Sales
Store expenses(a) .................................. $2,447.2 19.7% $2,235.4 19.4% $2,140.6 20.6%
General and administrative expenses(b) 350.1 2.8 317.2 2.8 254.0 2.4
Stock-based compensation expense..... 24.2 0.2 26.9 0.2 19.1 0.2
Remodel expenses ............................... 0.7 – – – 0.3 –
Relocation expenses(c) ......................... 4.5 – 7.1 0.1 40.8 0.4
Pre-opening expenses .......................... 14.8 0.1 9.0 0.1 15.8 0.2
Total..................................................... $2,841.6 22.9% $2,595.7 22.5% $2,470.7 23.7%
(a)
Store expenses for fiscal 2007 include expenses of $41.3 million associated with store and other facility closures and other restructuring
activities.
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(b)
General and administrative expenses for fiscal 2007 include expenses of $7.4 million associated with restructuring activities. General and
administrative expenses for fiscal 2006 include $29.9 million in brand transition costs, primarily related to advertising expenses and inventory
write-downs, which resulted from the litigation with RadioShack Corporation.
(c)
Relocation expenses for fiscal 2007 include a $12.9 million benefit from the reversal of lease termination charges for seven previously-
vacant stores that have re-opened or will re-open as outlet stores.
(d)
Selling, general and administrative expenses for the international segment are included from May 12, 2004, when we acquired a controlling
interest in InterTAN, Inc.
Selling, general and administrative expenses were 22.9 percent of sales in fiscal 2007, 22.5 percent of
sales in fiscal 2006, and 23.7 percent of sales in fiscal 2005.
The consolidated expense-to-sales ratio increased 32 basis points from 2006 to fiscal 2007. The domestic
segment contributed 51 basis points to the increase, which was partially offset by a decrease of 19 basis points
contributed by the international segment. The 32 basis point increase primarily reflects net incremental expenses,
related to strategic investments in information technology, multi-channel and innovation activities that totaled
approximately 90 basis points of consolidated net sales. We incurred expenses of $48.7 million, or 39 basis points
of consolidated net sales, associated with store and facility closures and other restructuring activities, which
primarily related to leases and severance. Of this amount, a charge of $7.4 million is classified as general and
administrative expenses, and the remainder is classified as store expenses. The expenses were partially offset by
leverage of payroll and advertising expenses; expenses in these categories grew at a slower rate than net sales,
resulting in a lower expense-to-sales ratio. Fiscal 2007 relocation expenses include a $12.9 million, or 10 basis
points of consolidated net sales, benefit from the reversal of lease termination charges for seven previously-vacant
locations that have re-opened or will re-open as outlet stores.
The decrease in the selling, general and administrative expense ratio from fiscal 2005 to fiscal 2006
primarily reflects lower domestic segment payroll and fringe benefit expenses, store closing costs and relocation
expenses, as well as leverage on higher sales levels. Fiscal 2006 domestic segment store expenses include a $9.4
million gain on our portion of the settlement in the Visa/MasterCard antitrust litigation. Fiscal 2006 general and
administrative expenses include $29.9 million in brand transition costs, primarily related to advertising expenses
and inventory write-downs, which resulted from the litigation with RadioShack Corporation. Fiscal 2006 domestic
segment general and administrative expenses include costs related to innovation initiatives and upgrades to our
information technology systems. The fiscal 2006 expenses include costs associated with the 10 fiscal 2006
relocations and planned future relocations.
Domestic Segment
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Years Ended February 28
2007 2006 2005
% of % of % of
(Dollar amounts in millions) $ Sales $ Sales $ Sales
Store expenses(a) .................................. $2,278.2 19.2% $2,085.4 19.0% $2,029.4 20.3%
General and administrative expenses(b) 312.1 2.6 252.5 2.3 226.4 2.3
Stock-based compensation expense..... 22.5 0.2 25.9 0.2 18.5 0.2
Remodel expenses ............................... 0.7 – – – 0.3 –
Relocation expenses(c) ......................... 4.5 – 7.1 0.1 40.8 0.4
Pre-opening expenses .......................... 14.8 0.1 9.0 0.1 15.8 0.2
Total..................................................... $2,632.8 22.2% $2,379.9 21.7% $2,331.2 23.3%
(a)
Store expenses for fiscal 2007 include expenses of $31.0 million associated with store and facility closures and other restructuring
activities.
(b)
General and administrative expenses for fiscal 2007 include expenses of $7.4 million associated with restructuring activities.
(c)
Relocation expenses for fiscal 2007 include a $12.9 million benefit from the reversal of lease termination charges for seven previously-
vacant stores that have re-opened or will re-open as outlet stores.
The domestic segment’s expense-to-sales ratio increased 51 basis points in fiscal 2007 from fiscal 2006.
The increase in the selling, general and administrative expense ratio from fiscal 2006 to fiscal 2007 primarily
reflects net incremental expenses, related to strategic investments in information technology, multi-channel and
innovation activities that totaled 98 basis points of domestic segment net sales. Also in fiscal 2007, we incurred
$38.4 million, or 32 basis points of domestic segment net sales, associated with store and facility closures and
other restructuring activities, primarily lease-related costs and severance. Of the total amount, a charge of $7.4
million is classified as general and administrative expenses, and the remainder is classified as store expenses. The
expenses were partially offset by leverage of payroll and advertising expenses; expenses in these categories grew
at a slower rate than net sales, resulting in lower expense-to-sales ratio. Fiscal 2007 relocation expenses include a
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$12.9 million benefit from the reversal of lease termination charges for seven previously-vacant locations that
have re-opened or will re-open as outlet stores.
The domestic segment’s expense-to-sales ratio decreased 159 basis points in fiscal 2006 from fiscal 2005.
The improvement primarily reflects lower domestic segment payroll and fringe benefit expenses, store closing
costs and relocation expenses, as well as leverage on higher sales levels. Fiscal 2006 domestic segment store
expenses include a $9.4 million gain on our portion of the settlement in the Visa/MasterCard antitrust litigation.
Fiscal 2006 domestic segment general and administrative expenses include costs related to innovation initiatives
and upgrades to our information technology systems. Relocation expenses totaled $7.1 million in fiscal 2006 and
include costs associated with 10 relocations and planned future relocations. Relocation and remodel expenses
totaled $41.1 million in fiscal 2005 and include costs associated with 28 relocations and the remodeling of 1
Superstore.
The increase in stock-based compensation expense from fiscal 2005 to fiscal 2006 reflects the fiscal 2005
reversal of previously recognized compensation costs related to performance-based nonvested stock grants. Under
the terms of these nonvested stock grants, vesting was contingent upon our achieving a targeted operating profit
margin for fiscal 2006. During the fourth quarter of fiscal 2005, management determined that it was unlikely that
the target would be met and, as a result, reversed the expense recorded life-to-date.
International Segment
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Years Ended February 28
2005(c)
2007 2006
% of % of % of
(Dollar amounts in millions) $ Sales $ Sales $ Sales
Store expenses(a) .................................. $169.0 29.6% $150.1 27.8% $111.3 27.9%
General and administrative expenses(b) 38.1 6.7 64.7 12.0 27.5 6.9
Stock-based compensation expense..... 1.7 0.3 1.0 0.2 0.7 0.2
Total..................................................... $208.8 36.6% $215.8 39.9% $139.6 35.0%
(a)
Store expenses for fiscal 2007 include expenses of $10.3 million associated with store closures and other restructuring activities.
(b)
General and administrative expenses for fiscal 2006 include $29.9 million in brand transition costs, primarily related to advertising
expenses and inventory write-downs, which resulted from the litigation with RadioShack Corporation.
(b)
Selling, general and administrative expenses for the international segment are included from May 12, 2004, when we acquired a controlling
interest in InterTAN, Inc.
The international segment’s expense-to-sales ratio was 36.6 percent in fiscal 2007, 39.9 percent in fiscal
2006 and 35.0 percent in fiscal 2005.
The decrease in the selling, general and administrative expense-to-sales ratio for fiscal 2007 is the result of
the absence of brand transition costs. The decrease was partially offset by expenses of $10.3 million associated
with store closures and other restructuring activities.
The increase in store expenses during fiscal 2006 compared to fiscal 2005 is the result of the inclusion of
the international segment for a full 12 months as well as increased payroll and rent expenses. General and
administrative expenses include $29.9 million in brand transition costs, primarily related to advertising expenses
and inventory write-downs, which resulted from the litigation with RadioShack Corporation.
Impairment of Goodwill
Due to deterioration in the sales and margin trends of our international segment, we determined during the
fourth quarter of fiscal 2007 that it was necessary to reevaluate the goodwill associated with this segment for
impairment. As a result of this analysis, we recorded a non-cash impairment charge of $92.0 million, or 74 basis
points of consolidated net sales, in the fourth quarter of fiscal 2007. The impairment charge is not deductible for
tax purposes.
Income Tax Expense
The consolidated effective income tax rate applicable to results from continuing operations was 150.1
percent in fiscal 2007, 36.8 percent in fiscal 2006 and 37.5 percent in fiscal 2005. The increase in the effective tax
rate in fiscal 2007 is primarily a result of the goodwill impairment charge that is not tax deductible. The impact of
the non-deductible impairment charge is partially offset by tax-exempt investment income and tax adjustments
resulting in a tax benefit, including an adjustment identified during the preparation of the fiscal 2006 tax return and
the revision of management estimates related to tax contingencies. The decrease in the effective tax rate in fiscal
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2006 is a result of the favorable resolution of state income tax audits and a decrease in the withholding tax liability
on the deemed repatriation of foreign earnings.
Net (Loss) Earnings from Continuing Operations
The net loss from continuing operations was $10.2 million, or 6 cents per share, for the fiscal year ended
February 28, 2007. Net earnings from continuing operations were $147.4 million, or 82 cents per share, for the
fiscal year ended February 28, 2006. Net earnings from continuing operations were $60.6 million, or 31 cents per
share, for the fiscal year ended February 28, 2005.
The net loss from continuing operations for fiscal 2007 includes a $92.0 million goodwill impairment
charge related to the international segment and $35.4 million in after-tax expenses related to store and facility
closures as well as other restructuring activities.
The improvement in the net earnings from continuing operations in fiscal 2006 was driven by the domestic
segment comparable store sales increase, lower domestic segment payroll and fringe benefit expenses, lower
domestic segment store closing costs, lower domestic segment relocation costs and leverage on higher sales levels,
partially offset by higher promotional financing costs. The international segment’s results decreased net earnings
from continuing operations for fiscal year 2006 by $7.3 million, or 4 cents per share.
Net Earnings (Loss) from Discontinued Operations
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Rogers Plus® stores........................................................ $ 5.4 $ 3.7 $ 3.8
Domestic segment operation ......................................... (4.8) (5.3) –
MusicNow, LLC............................................................ – (3.7) (4.4)
Bankcard business ......................................................... (0.5) – (1.2)
Divx ............................................................................... – – 3.0
Net earnings (loss) from discontinued operations ......... $ 0.1 $(5.4) $ 1.1
For fiscal 2007, net earnings from discontinued operations include $5.4 million of earnings from the 92
Rogers Plus® stores, partially offset by a $4.8 million net loss related to the closure of a domestic segment operation
and a $0.5 million loss from the bankcard business that relates to income tax expense from a revision of
management’s estimate regarding tax uncertainties.
For fiscal 2006, the net loss from discontinued operations totaled $5.4 million and related to a subsidiary,
MusicNow, LLC, that was sold in October 2005 and an operation that was held for sale at February 28, 2006,
partially offset by earnings from the Rogers Plus® stores.
For fiscal 2005, net earnings from discontinued operations totaled $1.1 million and are comprised of
earnings from the Rogers Plus® stores and a gain related to a reduction in the provision for commitments under
Divx licensing agreements, partially offset by a loss from MusicNow and post-closing adjustments related to the
sale of the bankcard operation.
Recent Accounting Pronouncements
We adopted Financial Accounting Standards Board Interpretation No. 47, “Accounting for Conditional
Asset Retirement Obligations” (FIN No. 47), an interpretation of SFAS No. 143, “Asset Retirement Obligations,”
on February 28, 2006. The impact of adopting FIN No. 47 was the recognition of additional net assets amounting
to $1.5 million; an asset retirement obligation of $5.1 million; and a charge of $3.7 million ($2.4 million, net of
tax), which was included in cumulative effect of change in accounting principle in the fiscal 2006 consolidated
statement of operations.
Effective March 1, 2006, we adopted SFAS No. 123(R), which requires companies to record compensation
expense based on the fair value of employee stock-based compensation awards as measured at the grant date and to
recognize that expense over the period during which the employee is required to provide service in exchange for the
award. Under the fair value recognition provisions of SFAS 123(R), we recognize stock-based compensation net of
an estimated forfeiture rate and, therefore, only recognize compensation expense for those shares expected to vest.
We adopted SFAS No. 123(R) using the modified prospective transition method. Prior to the adoption of SFAS No.
123(R), we accounted for stock-based compensation using a fair-value based method in accordance with SFAS No.
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123, “Stock-Based Compensation,” and recognized forfeitures as they occurred. As a result of adopting SFAS No.
123(R), the company recorded an after-tax benefit of $1.8 million, $2.8 million pre-tax, to adjust for awards granted
prior to March 1, 2006, that were not expected to vest. The benefit was recorded as a cumulative effect of a change
in accounting principle in the fiscal 2007 consolidated statement of operations.
In October 2005, the FASB issued FASB Staff Position (FSP) No. FAS 13-1, “Accounting for Rental
Costs Incurred During a Construction Period.” FSP No. FAS 13-1 requires companies to expense rent payments
for building or ground leases incurred during a construction period. We adopted FSP No. FAS 13-1 on a
prospective basis in the first quarter of fiscal 2007. The adoption of this new standard did not have a material
impact on our financial position, results of operations or cash flows.
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109” (FIN No. 48). FIN No. 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in an income tax return. The Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN No. 48 are
effective for us beginning with the first quarter of fiscal 2008. The cumulative effect of the adoption of FIN No.
48 will be reported as an adjustment to retained earnings as of the date of adoption, except for items that would not
be recognized in earnings, such as the effects of the positions related to business combinations. We are finalizing
our assessment of uncertain tax positions and estimate a reduction to retained earnings as of March 1, 2007, of
approximately $5 million to $15 million.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and requires additional disclosures about fair value
measurements. The provisions of SFAS No. 157 are effective for us beginning with the first quarter of fiscal 2009.
We have not yet determined the impact of adopting this standard.
In the fourth quarter of fiscal 2007, we adopted SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R).” SFAS No. 158 requires an employer to recognize a plan’s funded status in its balance sheets and
recognize the changes in a plan’s funded status in accumulated other comprehensive income in the year in which
the changes occur. The adoption of SFAS No. 158 did not have any impact on our results of operations or cash
flows. See Note 15, Employee Benefit Plans, for the impact of adopting SFAS No. 158 on our consolidated
balance sheets.
In the fourth quarter of fiscal 2007, we adopted Staff Accounting Bulletin (SAB) No. 108, “Considering
the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements.”
In SAB No. 108, the SEC staff established an approach that requires quantification of financial statement
misstatements using both the roll-over and iron curtain methods. This model is commonly referred to as a “dual
approach” because it requires quantification of errors under both methods. The provisions of SAB No. 108 are
effective for our fiscal year ended February 28, 2007. The adoption of SAB No. 108 did not have a material
impact on our financial position, results of operations or cash flows.
In February 2007, the FASB issued SFAS No. 159, \"The Fair Value Option for Financial Assets and
Financial Liabilities.\" SFAS No. 159 permits entities to choose to measure many financial instruments and certain
assets and liabilities at fair value. SFAS No. 159 will be effective for us beginning with the first quarter of fiscal
2009. We have not yet determined the impact of adopting this standard.
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Financial Condition
Liquidity and Capital Resources
Cash Flows Summary
The following table summarizes our cash flows for each of the past three fiscal years:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Net cash provided by (used in):
Operating activities .............................................. $ 316.3 $ 364.9 $ 389.3
Investing activities ............................................... (334.7) (593.9) (66.9)
Financing activities .............................................. (160.8) (318.4) (239.3)
Discontinued operations....................................... 5.7 (18.0) (14.5)
Effect of exchange rate changes on cash .................... (1.4) 1.7 2.0
(Decrease) increase in cash and cash equivalents ...... $ (174.8) $ (563.7) $ 70.6
Operating Activities
We generated net cash of $316.3 million from operating activities in fiscal 2007, compared with $364.9
million in fiscal 2006 and $389.3 million in fiscal 2005. The decrease in cash provided by operating activities in
fiscal 2007 compared with fiscal 2006 primarily resulted from an increase in vendor receivables and a decrease in
accrued income taxes, partially offset by cash provided by improvements in inventory management. Cash provided
by the decrease in net-owned inventory, calculated as merchandise inventory less merchandise payable, during
fiscal 2007 was $122.7 million; cash used by the increase in net-owned inventory during fiscal 2006 was $19.8
million.
Net cash provided by operating activities decreased to $364.9 million in fiscal 2006 from $389.3 million in
fiscal 2005. The decrease in cash provided by operating activities was primarily driven by changes in net-owned
inventory. During fiscal 2006, cash used by the increase in net-owned inventory was $19.8 million, compared with
cash provided by a decrease in net-owned inventory of $188.2 million during fiscal 2005. These changes were
partially offset by cash provided by an increase in net earnings adjusted for non-cash items during fiscal 2006. Net
earnings increased from $61.7 million in fiscal 2005 to $139.7 million in fiscal 2006.
Investing Activities
Net cash used in investing activities was $334.7 million in fiscal 2007, $593.9 million in fiscal 2006, and
$66.9 million in fiscal 2005. The decrease in cash used for investing activities during fiscal 2007 compared to fiscal
2006 was due primarily to a decrease in net purchases of investment securities, partially offset by increased
purchases of property and equipment as we make investments in new Superstores, store refreshes and category
resets.
Net cash used in investing activities increased to $593.3 million in fiscal 2006 from $66.9 million in fiscal
2005. During fiscal 2005, proceeds from the sale of our private-label finance operation more than offset the cash
used to acquire InterTAN, Inc. Additionally, net purchases of investment securities increased in fiscal 2006
compared to fiscal 2005 as we began to invest in variable rate demand notes in fiscal 2006.
Financing Activities
Net cash used in financing activities was $160.8 million in fiscal 2007, $318.4 million in fiscal 2006, and
$239.3 million in fiscal 2005. The decrease in cash used during fiscal 2007 compared to fiscal 2006 was primarily
due to a decrease in cash used to repurchase common stock under the stock repurchase authorization, coupled with
an increase in cash provided by the issuance of common stock. In June 2006, the board authorized a $400 million
increase in the stock repurchase authorization resulting in a total stock repurchase authorization of $1.2 billion, of
which $280.4 million remained available at February 28, 2007. During fiscal 2007, we used cash to repurchase
10.0 million shares of common stock at a total cost of $236.9 million, excluding commission fees. During fiscal
2006, we used cash to repurchase 19.4 million shares of common stock at a total cost of $338.5 million, excluding
commission fees. At February 28, 2007, we had repurchased 57.9 million shares of common stock at a total cost of
$919.6 million, excluding commission fees, cumulatively since inception of the stock repurchase program.
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Also in June 2006, the board of directors authorized an increase in our quarterly dividend rate to $0.04 per
share from the previous quarterly dividend of $0.0175 per share on our common stock. The dividend rate change
was effective with the quarterly dividend in the third quarter of fiscal 2007, resulting in an increase in cash used to
pay dividends in fiscal 2007.
The increase in cash used in financing activities during fiscal 2006 compared to fiscal 2005 was primarily
due to an increase in the cash used for share repurchases. During fiscal 2005, we used cash to repurchase 19.2
million shares of common stock at a total cost of $259.8 million, excluding commission fees.
At February 28, 2007, outstanding debt totaled $57.6 million, compared with $81.2 million at February 28,
2006, and $20.8 million at February 28, 2005. The decrease from 2006 to 2007 reflects the repayment of the
international segment’s short-term borrowings. The increase from 2005 to 2006 reflects short-term borrowings in
our international segment related to inventory, the addition of store-related capital leases in fiscal 2006 and
increased obligations related to our information systems upgrades.
We leased a corporate office building under an operating lease arrangement with a variable interest entity.
In fiscal 2005, we sold the corporate office building and the related debt was repaid.
We have a $500 million revolving credit facility secured by inventory and accounts receivable. This facility
is used to support letters of credit and for short-term borrowing needs. Loans primarily bear interest at a spread over
LIBOR or at prime. The facility is scheduled to mature in June 2009. The maximum credit extensions, including
loans and outstanding letters of credit, permitted under the credit facility on any date are determined by calculating
a borrowing base that is a percentage of our eligible inventory and accounts receivable as of the date of the credit
extension. If the remaining borrowing availability under the facility falls below $100 million, cash dividends and
stock repurchases are limited to an aggregate of $75 million in any fiscal year. If the remaining borrowing
availability under the facility falls below $50 million for five consecutive business days, all proceeds from the sale
of inventory must be applied on a daily basis to payment of amounts owed under the facility. The facility has
representations and warranties, covenants and events of default that are customary for this type of credit facility.
The credit facility provides for a $400 million borrowing limit for the domestic segment and a $100 million
borrowing limit for the international segment. At February 28, 2007, we had no short-term borrowings on this
facility, and outstanding letters of credit were $60.1 million, leaving $439.9 million available for borrowing under
the credit facility. At February 28, 2006, we had $22.0 million of short-term borrowings related to our international
segment, and outstanding letters of credit were $52.0 million, leaving $426.0 million available for borrowing under
the credit facility. We were in compliance with all covenants at February 28, 2007.
Cash, Cash Equivalents and Short-term Investments
At February 28, 2007, we had cash, cash equivalents and short-term investments of $739.5 million
compared with $838.0 million at February 28, 2006, and $1.00 billion at February 28, 2005. The change in the cash
position between February 28, 2006, and February 28, 2007, reflects the use of cash for property and equipment
purchases as well as share repurchases, partially offset by cash provided by operations, including the decrease in
net-owned inventory. For fiscal 2006, net purchases of investment securities, share repurchases and purchases of
property and equipment were partially offset by cash provided by operations.
Net-owned Inventory
Merchandise inventory decreased to $1.64 billion at February 28, 2007, from $1.70 billion at February 28,
2006. Net-owned inventory, calculated as merchandise inventory less merchandise payable, decreased by $133.4
million from February 28, 2006, to February 28, 2007. Domestic segment net-owned inventory decreased by $88.1
million from February 28, 2006, to February 28, 2007, driven by improved supply chain and inventory management
execution, including a reduction in slower-moving and at-risk inventories while improving customer-encountered
in-stock levels.
Liquidity
Our primary sources of liquidity include available cash, the reduction in net-owned inventory, borrowing
capacity under the credit facility and landlord reimbursements.
Potential uses of cash during fiscal 2008 include
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• capital expenditures, primarily for information technology systems, store relocations, new store
construction and existing store updates;
• payment of dividends;
• expansion of our Web business;
• innovation initiatives;
• repurchases of common stock; and
• investments or acquisitions that would support the initiatives in our core business.
Capital Expenditures
Capital expenditures, net of total landlord reimbursements, for fiscal 2007 totaled $242 million and
included
• $108 million related to domestic segment relocations, new store construction, store refreshes and
category resets;
• $98 million related to information technology;
• $25 million related to distribution and other expenditures; and
• $11 million related to the international segment.
Contractual Obligations
CONTRACTUAL OBLIGATIONS AT FEBRUARY 28, 2007
Payments Due by Fiscal Year
(Amounts in millions) Total 2008 2009-2010 2011-2012 Thereafter
Contractual obligations(a):
Operating leases(b,c) ........................ $4,617.1 $422.7 $837.6 $800.8 $2,556.0
Capital leases(b,d) ............................. 37.7 3.6 5.3 3.9 24.9
Financing lease obligations(d) ......... 14.8 0.9 1.8 1.3 10.8
Other debt(d) .................................... 5.2 2.7 2.5 – –
Interest payments ........................... 69.8 7.9 14.4 13.1 34.4
Other contractual
obligations(e) ............................... 199.4 72.8 114.5 11.8 0.3
Total.................................................... $4,944.0 $510.6 $976.1 $830.9 $2,626.4
(a)
Included in other long-term liabilities on our consolidated balance sheet at February 28, 2007, are: a $22.1 million obligation for deferred
compensation; a $53.6 million liability for self-insurance obligations; and a $5.6 million liability for asset retirement obligations. Because
the timing of their future cash flows is uncertain, these other long-term liabilities are excluded from this table.
(b)
See Note 10, Lease Commitments, of the Notes to Consolidated Financial Statements for further information related to lease commitments
on active properties.
(c)
Operating lease obligations do not include payments to landlords for real estate taxes, common area maintenance and insurance. These
amounts, if included in the above table, would increase the total operating lease obligations of $4,617.1 million by approximately $1.2 billion
as calculated as of February 28, 2007.
(d)
See Note 8, Debt, of the Notes to Consolidated Financial Statements.
(e)
Other contractual obligations include commitments primarily related to advertising and information technology programs. The table does
not include obligations arising from a seven-year, $775 million information technology services contract with IBM that was signed in early
fiscal 2008.
CarMax, Inc., a former subsidiary engaged in the auto superstore business, currently operates 23 of its sales
locations pursuant to leases under which we are the primary obligor. We entered into these leases on behalf of
CarMax, so that they could take advantage of the favorable economic terms available to us as a large retailer. In
conjunction with the separation of CarMax, we have assigned each of these leases to CarMax, but we remain
contingently liable under the leases. In recognition of our ongoing contingent liability, CarMax paid a $28.4 million
special dividend to us at the time of the separation in fiscal 2003. At February 28, 2007, the future minimum fixed
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lease obligations on these 23 leases totaled $370.0 million and are included in operating leases in the preceding
table.
Off-Balance Sheet Arrangements
Other than our operating leases described in Note 10, Lease Commitments, of the Notes to Consolidated
Financial Statements, we did not have any off-balance sheet arrangements at February 28, 2007.
Domestic Segment Superstore Revitalization Program
From the beginning of fiscal 2001 through fiscal 2007, we built as new, relocated or fully remodeled 254
Superstores, net of closures, as part of an overall effort to bring a more contemporary shopping experience to our
customers. In addition to new store designs, we have increased inventory levels on the sales floor in virtually all
stores to help ensure that customers find complete consumer electronics solutions, including all the accessories they
need.
During fiscal 2007, the domestic segment opened 35 Superstores and fully remodeled 2 Superstores.
Twelve of the opened stores were relocations and 23 were incremental stores. Net expenses related to domestic
segment relocations and remodels totaled $5.2 million in fiscal 2007. Relocation expenses include expenses
associated with completing 12 relocations, partially offset by a benefit of $12.9 million from the reversal of lease
termination charges for seven previously-vacant stores that have re-opened or will re-open as outlet stores. In fiscal
2007, the average accelerated depreciation expense per relocated store was approximately $200,000, booked ratably
from the time the decision is made to relocate the store to closure, and the average lease impairment expense was
approximately $900,000, booked when we cease use of the property. Capital expenditures, net of landlord
reimbursements, to build a new or relocated store averaged approximately $1.5 million in fiscal 2007.
During fiscal 2006, the domestic segment opened 28 Superstores. Ten of the opened stores were
relocations and 18 were incremental stores. Expenses related to domestic segment relocations totaled $7.1 million
in fiscal 2006.
During fiscal 2005, the domestic segment opened 59 Superstores and fully remodeled 1 Superstore.
Twenty-eight of the opened stores were relocations and 31 were incremental stores. Expenses related to domestic
segment store relocations and one remodel totaled $41.1 million in fiscal 2005.
As of February 28, 2007, there were 75 stores that had been relocated under our store revitalization
program with results available for at least 12 months following their relocation. There were also 95 stores open
more than 12 months on February 28, 2007, that were incremental to our overall store base. Of those 95
incremental stores, 71 had been open more than 24 months.
The 75 relocated stores open more than 12 months produced the following results for their 12-month
periods after grand opening:
• an average sales change that was approximately 26 percentage points better than the sales pace of
the rest of the store base during the same time periods
• a return on invested capital, including lease termination and sublease costs on vacated stores, of
approximately 11 percent
• a return on invested capital, excluding lease termination and sublease costs on vacated stores, of
approximately 25 percent
The 95 incremental stores open more than 12 months produced a return on invested capital of
approximately 15 percent measured at the end of the first 12 months after grand opening. The 71 incremental
stores open more than 24 months produced a return on invested capital of approximately 20 percent measured at the
end of the second 12 months after grand opening.
We remain committed to our store revitalization strategy. As we build stores, we are committed to selecting
superior real estate, and so, the mix of new versus relocated stores opened in any one year will depend upon the
availability of sites that we expect would meet or exceed our performance hurdles.
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Fiscal 2008 Outlook
We initially provided an outlook for fiscal 2008 results on April 4, 2007. Based on trends for the month of
April, we are updating that outlook.
For the month of April, we experienced substantially below-plan sales, primarily related to the large flat
panel and projection television categories.
Due to this trend, we now expect a loss from continuing operations before income taxes of $80 million to
$90 million for the first quarter of fiscal 2008. In light of uncertainties in the current operating environment, we are
withdrawing our previously issued guidance for the first half of fiscal year 2008.
Assuming business trends improve and the transformation efforts are effective, we forecast fiscal 2008
earnings from continuing operations before income taxes (EBT) as a percentage of consolidated net sales at the low
end of the our previously guided range of 1.4 percent to 1.8 percent.
We will continue to monitor general business trends as well as the effectiveness of our transformation
efforts and expect to provide an updated fiscal 2008 forecast when we release results for the first quarter of fiscal
2008 in June.
We expect to generate the following results in fiscal 2008:
• consolidated net sales growth of 5 percent to 8 percent, including domestic segment comparable
store sales growth of 3 percent to 5 percent
• domestic segment net sales of firedogSM services to approximately double from approximately
$200 million in fiscal 2007
• growth in domestic segment direct channel sales of 30 percent to 40 percent, from $1.12 billion in
fiscal 2007; direct channel includes Web-originated and call center-originated sales
• earnings from continuing operations before income taxes (EBT) as a percentage of consolidated net
sales at the low end of our previously guided range of 1.4 percent to 1.8 percent
The outlook also includes the following expectations:
• depreciation and amortization expense of approximately $200 million
• the addition of 60 to 65 domestic segment Superstores, including 17 to 19 Superstore relocations
• expenses of $25 million related to domestic segment Superstore relocations and Superstore refresh
activities
• consolidated income tax rate applicable to continuing operations of 35.2 percent
• a reduction in domestic segment net-owned inventory from February 28, 2007, to February 29,
2008, of $100 million to $150 million
We anticipate that capital expenditures, net of landlord reimbursements, for our domestic and international
segments will total approximately $255 million in fiscal 2008. Of the fiscal 2008 estimate,
• $135 million relates to domestic segment store activities including new store locations, relocations,
remodels, store refresh and category reset activities;
• $70 million relates to information technology;
• $40 million relates to distribution and other capital expenditures; and
• $10 million relates to the international segment.
Assumptions
The fiscal 2008 outlook is based on the following assumptions:
• improved business trends and effective transformation efforts
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• sales growth in key product areas including flat panel televisions, video game hardware, notebook
computers, digital imaging and portable digital audio players as well as related accessories and
services
• continued growth in direct channel sales
• improved customer-encountered inventory in-stock levels
• success of cost reduction initiatives currently under way
Our financial outlook takes into account industry expectations coupled with our expectations for each of
our businesses. U.S. consumer spending on consumer electronics is forecasted by TNS Retail Forward to grow 4.1
percent in calendar year 2007, compared with calendar year 2006, to $157 billion. Based on forecasted values in
Forrester Research, Inc.’s “US eCommerce: Five Year Forecast and Data Overview” (October 2006), Circuit City
calculates that industry e-commerce sales of the products it sells (consumer electronics; computer hardware,
software and peripherals; music and video software; and toys and video games) will grow by approximately 17
percent in calendar 2007, compared with calendar 2006. We expect to benefit from both the overall industry
product sales growth and the shift to the online channel where we believe we have a competitive advantage due to
our strategic focus on building multi-channel capabilities.
We anticipate continuing strong consumer demand for high definition televisions and content. North
American shipments of the company’s largest product category, televisions, is forecasted by DisplaySearch to grow
12 percent in calendar 2007, compared with 2006. United States household penetration of digital televisions
reached 33 percent in 2006, and household penetration of high definition televisions reached approximately 26
percent, according to the Consumer Electronics Association. The increased availability of high definition content
from over-the-air broadcast, cable and satellite services generates demand for televisions that can display the full
high definition picture. The pending cessation of the analog broadcast signal in February 2009 will require
television viewers who depend upon over-the-air broadcasts to have a digital tuner or analog-to-digital converter
box in order to continue to receive broadcast signals. In addition, consumers value space-saving flat panel
technology, as opposed to the larger cathode-ray tube displays. Television unit sales increases will be partially
offset by average selling price declines. In order to capitalize on these trends, we continue to refine our
merchandising assortments, promotional offers, supply chain capabilities, services offerings and in-store training.
Forward-Looking Statements
The provisions of the Private Securities Litigation Reform Act of 1995 provide companies with a “safe
harbor” when making forward-looking statements. This “safe harbor” encourages companies to provide prospective
information about their companies without fear of litigation. We wish to take advantage of the “safe harbor”
provisions of the Act. Our statements that are not historical facts, including statements about management’s
expectations for fiscal 2008 and beyond, are forward-looking statements and involve various risks and
uncertainties. In most cases, you can identify our forward-looking statements by words such as “expect,” “believe,”
“should,” “may,” “plan,” “will” or similar words.
Forward-looking statements are estimates and projections reflecting our judgment and involve a number of
risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-
looking statements. Although we believe that the estimates and projections reflected in the forward-looking
statements are reasonable, our expectations may prove to be incorrect. The retail industry and the specialty retail
industry, in particular, are dynamic by nature and have undergone significant changes in recent years. Our ability to
anticipate and successfully respond to the continuing challenges of our industry is key to achieving our
expectations. Important factors that could cause actual results to differ materially from estimates or projections
contained in our forward-looking statements include
• changes in the amount and degree of competition, pricing and promotional pressure exerted by current
competitors and potential new competition from competitors using either similar or alternative methods
or channels of distribution such as the Internet, telephone shopping services and mail order;
• our response to pricing and promotional activities of our competitors;
• the successful implementation of our initiatives to accelerate sales growth, gross margin improvement
and expense reductions;
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• our ability to reduce our overall cost and expense structure and to maintain cost reductions while
continuing to grow sales;
• our ability to control and leverage expenses as a percentage of sales;
• changes in general economic conditions including, but not limited to, financial market performance,
consumer credit availability, interest rates, inflation, energy prices, personal discretionary spending
levels, trends in consumer retail spending, (both in general and in our product categories),
unemployment and consumer sentiment about the economy in general;
• the level of consumer response to new products or product features in the merchandise categories we
sell and changes in our merchandise sales mix;
• the pace of commoditization of digital products;
• the impact of inventory and supply chain management initiatives on inventory levels and profitability;
• our ability to generate sales and margin growth through expanded services offerings;
• the impact of new products and product features on the demand for existing products and the pricing
and profit margins associated with the products we sell;
• significant changes in retail prices for products and services we sell;
• changes in availability or cost of financing for working capital and capital expenditures, including
financing to support development of our business;
• the lack of availability or access to sources of inventory or the loss or disruption in supply from one of
our major suppliers;
• our inability to liquidate excess inventory should excess inventory develop;
• our inability to maintain sales and profitability improvement programs for our Circuit City Superstores,
including our store revitalization plan;
• our ability to continue to generate strong sales growth through our direct sales channel;
• the availability of appropriate real estate locations for relocations and new stores;
• the cost and timeliness of new store openings and relocations;
• consumer reaction to new store locations and changes in our store design and merchandise;
• our ability and the ability of Chase Card Services to successfully market and promote the third party
credit card program being offered by Chase Card Services;
• the extent to which customers respond to promotional financing offers and the types of promotional
terms we offer;
• our ability to attract and retain an effective management team or changes in the costs or availability of a
suitable work force to manage and support our service-driven operating strategies;
• the impact of our wage management initiative on Associate morale and our reputation with customers;
• the impact of initiatives related to upgrading merchandising, marketing and information systems on
revenue and operating margin and the costs associated with these investments;
• changes in production or distribution costs or costs of materials for our advertising;
• effectiveness of our advertising and marketing programs for increasing consumer traffic and sales;
• the imposition of new restrictions or regulations regarding the sale of products and/or services we sell,
changes in tax rules and regulations applicable to, the imposition of new environmental restrictions,
regulations or laws or the discovery of environmental conditions at current or future locations, or any
failure to comply with such laws or any adverse change in such laws;
• the outcome of our review of strategic alternatives for our international segment;
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• further deterioration of the expected future performance of our international segment, resulting in an
additional goodwill impairment charge;
• the timely production and delivery of private-label merchandise and level of consumer demand for
those products;
• reduced investment returns or other changes relative to the assumptions for our pension plans that
impact our pension expense;
• changes in our anticipated cash flow;
• whether, when and in what amounts share repurchases may be made under our stock buyback program;
• adverse results in litigation matters;
• currency exchange rate fluctuations between Canadian and U.S. dollars and other currencies;
• the global regulatory and trade environment;
• the disruption of global, national or regional transportation systems;
• the occurrence of severe weather events or natural disasters that could significantly damage or destroy
stores or prohibit consumers from traveling to our retail locations, especially during peak selling
periods; and
• the successful execution of the initiatives to achieve revenue growth and increase gross profit margin
underlying our projected 2008 results as discussed under “Fiscal 2008 Outlook” in MD&A.
We believe our forward-looking statements are reasonable. However, undue reliance should not be placed
on forward-looking statements, which are based on current expectations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risk from potential changes in the U.S./Canadian currency exchange rates as they
relate to inventory purchases and the translation of our international segment’s financial results.
Inventory Purchases
A portion of InterTAN’s purchases are from vendors requiring payment in U.S. dollars. Accordingly, there
is risk that the value of the Canadian dollar could fluctuate relative to the U.S. dollar from the time the goods are
ordered until payment is made. InterTAN’s management monitors the foreign exchange risk associated with its
U.S. dollar open orders on a regular basis by reviewing the amount of such open orders; exchange rates, including
forecasts from major financial institutions; local news; and other economic factors. At February 28, 2007, U.S.
dollar open purchase orders totaled approximately $8.1 million. A 10 percent decline in the value of the Canadian
dollar would result in an increase in product cost of approximately $0.8 million for those orders. The incremental
cost of such a decline in currency values, if incurred, would be reflected in higher cost of sales in future periods. In
these circumstances, management would take product pricing action, to the degree commercially feasible.
Translation of Financial Results
Because we translate our international segment’s financial results from Canadian dollars to U. S. dollars,
fluctuations in the value of the Canadian dollar have a direct effect on reported consolidated results. We do not
hedge against the possible impact of this risk. A 10 percent adverse change in the foreign currency exchange rate
would not have a significant impact on our results of operations or financial position.
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Item 8. Financial Statements and Supplementary Data.
Circuit City Stores, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended February 28
(Amounts in thousands except per share data) 2007 % 2006 % 2005 %
NET SALES .............................................................. $12,429,754 100.0 $11,514,151 100.0 $10,413,524 100.0
Cost of sales, buying and warehousing ....................... 9,501,438 76.4 8,703,683 75.6 7,861,364 75.5
GROSS PROFIT ...................................................... 2,928,316 23.6 2,810,468 24.4 2,552,160 24.5
Selling, general and administrative expenses .............. 2,841,619 22.9 2,595,706 22.5 2,470,712 23.7
Impairment of goodwill............................................... 92,000 0.7 – – – –
Finance income ........................................................... – – – – 5,564 0.1
OPERATING (LOSS) INCOME........................... (5,303) – 214,762 1.9 87,012 0.8
Interest income ............................................................ 27,150 0.2 21,826 0.2 14,404 0.1
Interest expense ........................................................... 1,519 – 3,143 – 4,451 –
Earnings from continuing operations before
income taxes ........................................................... 20,328 0.2 233,445 2.0 96,965 0.9
Income tax expense ..................................................... 30,510 0.2 85,996 0.7 36,396 0.3
NET (LOSS) EARNINGS FROM
CONTINUING OPERATIONS ...................... (10,182) (0.1) 147,449 1.3 60,569 0.6
EARNINGS (LOSS) FROM DISCONTINUED
OPERATIONS, NET OF TAX ....................... 128 – (5,350) – 1,089 –
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLES, NET OF TAX 1,773 – (2,353) – – –
NET (LOSS) EARNINGS ................................... $ (8,281) (0.1) $ 139,746 1.2 $ 61,658 0.6
Weighted average common shares:
Basic ...................................................................... 170,448 177,456 193,466
Diluted ................................................................... 170,448 180,653 196,227
(LOSS) EARNINGS PER SHARE:
Basic:
Continuing operations............................................. $ (0.06) $ 0.83 $ 0.31
Discontinued operations….. ................................... $ – $ (0.03) $ 0.01
Cumulative effect of change in accounting
principles ........................................................... $ 0.01 $ (0.01) $ –
Basic (loss) earnings per share ............................... $ (0.05) $ 0.79 $ 0.32
Diluted:
Continuing operations............................................. $ (0.06) $ 0.82 $ 0.31
Discontinued operations….. ................................... $ – $ (0.03) $ 0.01
Cumulative effect of change in accounting
principles ........................................................... $ 0.01 $ (0.01) $ –
Diluted (loss) earnings per share ............................ $ (0.05) $ 0.77 $ 0.31
See accompanying notes to consolidated financial statements.
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Circuit City Stores, Inc.
CONSOLIDATED BALANCE SHEETS
At February 28
(Amounts in thousands except share data) 2007 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................................................................... $ 141,141 $ 315,970
Short-term investments......................................................................................... 598,341 521,992
Accounts receivable, net of allowance for doubtful accounts ............................. 382,555 220,869
Merchandise inventory ......................................................................................... 1,636,507 1,698,026
Deferred income taxes.......................................................................................... 34,868 29,598
Income tax receivable........................................................................................... 42,722 5,571
Prepaid expenses and other current assets............................................................ 47,378 41,315
TOTAL CURRENT ASSETS .................................................................... 2,883,512 2,833,341
Property and equipment, net of accumulated depreciation................................... 921,027 839,356
Deferred income taxes.......................................................................................... 31,910 97,889
Goodwill............................................................................................................... 121,774 223,999
Other intangible assets, net of accumulated amortization .................................... 19,285 30,372
Other assets........................................................................................................... 29,775 44,087
TOTAL ASSETS........................................................................................ $4,007,283 $4,069,044
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Merchandise payable ............................................................................................ $ 922,205 $ 850,359
Expenses payable.................................................................................................. 281,709 202,300
Accrued expenses and other current liabilities ..................................................... 404,444 379,768
Accrued compensation ......................................................................................... 98,509 84,743
Accrued income taxes........................................................................................... – 75,909
Short-term debt..................................................................................................... – 22,003
Current installments of long-term debt................................................................. 7,162 7,248
TOTAL CURRENT LIABILITIES........................................................... 1,714,029 1,622,330
Long-term debt, excluding current installments................................................... 50,487 51,985
Accrued straight-line rent and deferred rent credits ............................................. 277,636 256,120
Accrued lease termination costs ........................................................................... 76,326 79,091
Other liabilities ..................................................................................................... 97,561 104,885
TOTAL LIABILITIES ..................................................................................... 2,216,039 2,114,411
Commitments and contingent liabilities
STOCKHOLDERS’ EQUITY:
Common stock, $0.50 par value; 525,000,000 shares authorized;
170,689,406 shares issued and outstanding (174,789,390 in 2006) ..................... 85,345 87,395
Additional paid-in capital ..................................................................................... 344,144 458,211
Retained earnings ................................................................................................. 1,336,317 1,364,740
Accumulated other comprehensive income.......................................................... 25,438 44,287
TOTAL STOCKHOLDERS’ EQUITY..................................................... 1,791,244 1,954,633
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ................... $4,007,283 $4,069,044
See accompanying notes to consolidated financial statements.
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Circuit City Stores, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended February 28
2005(a)
(Amounts in thousands) 2007 2006
OPERATING ACTIVITIES:
Net (loss) earnings ........................................................................................................................$ (8,281) $ 139,746 $ 61,658
Adjustments to reconcile net (loss) earnings to net cash provided by
operating activities of continuing operations:
Net (earnings) loss from discontinued operations ..................................................................... (128) 5,350 (1,089)
Depreciation expense ................................................................................................................ 177,828 160,608 151,597
Amortization expense ............................................................................................................... 3,645 2,618 1,851
Impairment of goodwill ............................................................................................................ 92,000 – –
Stock-based compensation expense ......................................................................................... 26,727 24,386 18,305
(Gain) loss on dispositions of property and equipment ............................................................. (1,439) 2,370 (206)
Provision for deferred income taxes.......................................................................................... 72,717 (14,252) (116,300)
Cumulative effect of change in accounting principles .............................................................. (1,773) 2,353 –
Other ......................................................................................................................................... 1,689 (1,726) –
Changes in operating assets and liabilities:
Accounts receivable, net ........................................................................................................... (133,152) 16,552 (58,738)
Retained interests in securitized receivables ............................................................................. – – 32,867
Merchandise inventory.............................................................................................................. 49,352 (231,114) 160,037
Prepaid expenses and other current assets................................................................................. (9,580) (17,341) 7,207
Other assets ............................................................................................................................... 535 (3,061) 3,816
Merchandise payable................................................................................................................. 73,317 211,362 28,199
Expenses payable ...................................................................................................................... 55,722 40,921 (17,372)
Accrued expenses and other current liabilities, and accrued income taxes .............................. (81,364) 43,202 54,021
Other long-term liabilities ......................................................................................................... (1,474) (17,032) 63,494
316,341 364,942 389,347
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS..........................
INVESTING ACTIVITIES:
Purchases of property and equipment ....................................................................................... (285,725) (254,451) (261,461)
Proceeds from sales of property and equipment........................................................................ 38,620 55,421 106,369
Purchases of investment securities ............................................................................................ (2,002,123) (1,409,760) (125,325)
Sales and maturities of investment securities ............................................................................ 1,926,086 1,014,910 –
Other investing activities........................................................................................................... (11,567) – –
Proceeds from the sale of the private-label finance operation................................................... – – 475,857
Acquisitions, net of cash acquired of $30,615 .......................................................................... – – (262,320)
NET CASH USED IN INVESTING ACTIVITIES OF CONTINUING OPERATIONS ............................. (334,709) (593,880) (66,880)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings....................................................................................... 35,657 73,954 12,329
Principal payments on short-term borrowings .......................................................................... (56,912) (53,893) (13,458)
Proceeds from long-term debt ................................................................................................... 1,216 1,032 –
Principal payments on long-term debt....................................................................................... (6,724) (1,829) (28,008)
Changes in overdraft balances................................................................................................... 19,347 (22,540) 36,329
Repurchases of common stock.................................................................................................. (237,203) (338,476) (259,832)
Issuances of common stock....................................................................................................... 89,662 38,038 27,156
Dividends paid .......................................................................................................................... (20,126) (12,844) (13,848)
Excess tax benefit from stock-based payments ......................................................................... 15,729 – –
Redemption of preferred share purchase rights......................................................................... – (1,876) –
Other financing activities .......................................................................................................... (1,424) – –
(160,778) (318,434) (239,332)
NET CASH USED IN FINANCING ACTIVITIES OF CONTINUING OPERATIONS....................................
DISCONTINUED OPERATIONS:
Operating cash flows................................................................................................................. 3,310 (9,884) (7,193)
Investing cash flows.................................................................................................................. 2,958 (8,089) (6,615)
Financing cash flows................................................................................................................. (592) – (724)
5,676 (17,973) (14,532)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS...................................................
(1,359) 1,655 2,016
EFFECT OF EXCHANGE RATE CHANGES ON CASH...............................................................................
(Decrease) increase in cash and cash equivalents ............................................................................. (174,829) (563,690) 70,619
Cash and cash equivalents at beginning of year ................................................................................ 315,970 879,660 809,041
CASH AND CASH EQUIVALENTS AT END OF YEAR ................................................................... $ 141,141 $ 315,970 $879,660
(a)
See Note 1, Basis of Presentation, of the Notes to Consolidated Financial Statements.
See accompanying notes to consolidated financial statements.
Page 49 of 83
Circuit City Stores, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
Accumulated
Additional Other
Common Stock Paid-in Retained Comprehensive
(Amounts in thousands except per share data) Shares Amount Capital Earnings Income Total
203,899 $ 101,950 $922,600 $1,191,904 $ – $ 2,216,454
BALANCE AT FEBRUARY 29, 2004........................
Comprehensive income:
Net earnings ........................................................ – – – 61,658 – 61,658
Other comprehensive income, net of taxes:
Foreign currency translation adjustment
(net of deferred taxes of $13,707)............ – – – – 25,100 25,100
Comprehensive income ....................................... 86,758
Repurchases of common stock .................................. (19,163) (9,582) (250,250) – – (259,832)
Compensation for stock awards................................. – – 18,305 – – 18,305
Exercise of common stock options............................ 3,489 1,745 26,761 – – 28,506
Shares issued under stock-based incentive plans,
net of cancellations, and other ............................. (75) (38) (1,312) – – (1,350)
Tax effect from stock issued...................................... – – (1,564) – – (1,564)
Shares issued in acquisition of InterTAN, Inc. .......... – – 6,498 – – 6,498
Dividends – common stock ($0.07 per share) ........... – – – (13,848) – (13,848)
188,150 94,075 721,038 1,239,714 25,100 2,079,927
BALANCE AT FEBRUARY 28, 2005........................
Comprehensive income:
Net earnings .......................................................... – – – 139,746 – 139,746
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment
(net of deferred taxes of $11,316).............. – – – – 19,500 19,500
Minimum pension liability adjustment
(net of deferred taxes of $182)................... – – – – (313) (313)
Comprehensive income ......................................... 158,933
Repurchases of common stock .................................... (19,396) (9,698) (328,778) – – (338,476)
Compensation for stock awards................................... – – 24,386 – – 24,386
Exercise of common stock options.............................. 3,830 1,915 36,752 – – 38,667
Shares issued under stock-based incentive plans,
net of cancellations, and other ............................... 2,205 1,103 (2,160) – – (1,057)
Tax effect from stock issued........................................ – – 6,973 – – 6,973
Redemption of preferred share purchase rights ........... – – – (1,876) – (1,876)
Dividends – common stock ($0.07 per share) ............. – – – (12,844) – (12,844)
174,789 87,395 458,211 1,364,740 44,287 1,954,633
BALANCE AT FEBRUARY 28, 2006 ................................
Comprehensive loss:
Net loss.................................................................. – – – (8,281) – (8,281)
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustment
(net of deferred taxes of $3,630)................ – – – – (7,793) (7,793)
Unrealized gain on available-for-sale
securities (net of deferred taxes of $219)... – – – – 377 377
Minimum pension liability adjustment
(net of deferred taxes of $136)................... – – – – (229) (229)
Comprehensive loss............................................... (15,926)
Adjustment to initially apply SFAS No. 158 (net of
deferred taxes of $6,628)....................................... – – – – (11,204) (11,204)
Repurchases of common stock .................................... (10,032) (5,016) (232,187) – – (237,203)
Compensation for stock awards................................... – – 26,727 – – 26,727
Adjustment to initially apply SFAS No. 123(R).......... – – (2,370) – – (2,370)
Exercise of common stock options, net ....................... 5,767 2,883 86,228 – – 89,111
Shares issued under stock-based incentive plans,
net of cancellations, and other ............................... 165 83 (1,027) – – (944)
Tax effect from stock issued........................................ – – 8,562 – – 8,562
Dividends – common stock ($0.115 per share)............ – – – (20,142) – (20,142)
170,689 $ 85,345 $344,144 $1,336,317 $ 25,438 $ 1,791,244
BALANCE AT FEBRUARY 28, 2007 ................................
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Description of Business: Circuit City Stores, Inc. is a leading specialty retailer of consumer electronics,
home office products, entertainment software, and related services. The company has two reportable segments: its
domestic segment and its international segment.
The domestic segment is engaged in the business of selling brand-name consumer electronics, personal
computers, entertainment software, and related services in Circuit City stores in the United States and via the Web
at www.circuitcity.com and www.firedog.com. At February 28, 2007, the company’s domestic segment operated
642 Superstores and 12 other stores in 158 U.S. media markets.
The international segment, which is comprised of the operations of InterTAN, Inc., is engaged in the
business of selling private-label and brand-name consumer electronics in Canada. On May 12, 2004, the company
acquired a controlling interest in InterTAN, Inc. and on May 19, 2004, completed its acquisition of 100 percent of
the common stock of InterTAN for cash consideration of $259.3 million, which includes transaction costs and is net
of cash acquired of $30.6 million. In addition to giving Circuit City a greater product-sourcing capability and the
ability to accelerate the offering of private-label merchandise to its customers, the acquisition of InterTAN gave the
company its first presence in the Canadian market. The international segment’s headquarters are located in Barrie,
Ontario, Canada, and it operates through retail stores and dealer outlets in Canada primarily under the trade name
The Source By Circuit CitySM. At February 28, 2007, the international segment conducted business through 806
retail stores and dealer outlets, which consisted of 509 company-owned stores, 296 dealer outlets and 1 Battery
Plus® store. The international segment also operates a Web site at www.thesource.ca.
Effective January 28, 2007, the company returned the management of 92 Rogers Plus® stores to Rogers
Wireless Inc. in accordance with the Amending Agreement dated March 27, 2004, between Rogers Wireless Inc.
and InterTAN Canada Ltd. Results from the Rogers Plus® stores are presented as results from discontinued
operations in all periods presented.
In February 2007, the board of directors authorized management to explore strategic alternatives for
InterTAN, Inc., which could include the sale of the operation.
The company closed a domestic segment operation in fiscal 2007 that previously had been held for sale.
The company sold a domestic segment subsidiary, MusicNow, LLC, in fiscal 2006. Results from these operations
are presented as results from discontinued operations on the consolidated statements of operations.
On May 25, 2004, the company completed the sale of its private-label finance operation, comprised of its
private-label and co-branded Visa credit card programs, to Chase Card Services. Results from the private-label
finance operation are included in finance income on the consolidated statement of operation. The company entered
into a consumer credit card program agreement under which Chase Card Services is offering private-label and co-
branded credit cards to new and existing customers. The company is compensated under the program agreement
primarily based on the number of new accounts opened less promotional financing costs that exceed a negotiated
base amount. The net results from the program agreement are included in net sales on the consolidated statements
of operations.
Reclassifications and Adjustments: The company reclassified stock-based compensation expense from a
separate line on the consolidated statements of operations to selling, general and administrative expenses.
During fiscal 2006, the company identified errors in its previously filed consolidated statement of cash
flows for the fiscal year ended February 28, 2005. The errors were considered immaterial; however, the company
has revised the statement of cash flows for the fiscal year ended February 28, 2005, included in this filing. The
errors were the result of the following: the company incorrectly reflected bank overdrafts of $36.3 million as a
change in expenses payable in operating activities rather than in financing activities; the company incorrectly
included accruals of $7.5 million for purchases of property and equipment in operating activities and investing
activities; and the company incorrectly reflected deposits in transit of $25.6 million as a change in expenses payable
in operating activities rather than as a change in cash and cash equivalents.
During fiscal 2006, the company identified errors in previously issued financial statements. Management
evaluated the impact of the errors in the consolidated financial statements for previously reported periods, on the
2006 fiscal year and on earnings trends. Based upon the evaluation, management concluded the errors and the
corrections of such errors were not material to the company’s financial statements taken as a whole and corrected
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the errors in the fourth quarter of fiscal 2006. As a result, the company recognized an after-tax reduction in net
earnings of $3.2 million during the fourth quarter of fiscal 2006 that relates primarily to benefits recognized in the
first three quarters of fiscal 2006 for the estimated non-redemption of the rewards feature on the Circuit City
Rewards Credit Card. The company also recognized an after-tax benefit of $0.4 million during the fourth quarter of
fiscal 2006 to correct errors in lease accounting and for other matters in the consolidated financial statements for
prior fiscal years. In addition, in fiscal 2006 the company revised prior year consolidated financial statements for
immaterial corrections of errors related to lease accounting and for other matters. Immaterial amounts previously
reported incorrectly as rent expense have been reclassified to interest expense on the fiscal 2005 consolidated
statement of operations.
To improve presentation and comparability, amounts previously reported in the consolidated financial
statements have been reclassified to conform to current-year presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements of the company conform to U.S.
generally accepted accounting principles. The consolidated financial statements include the accounts of the
company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.
Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results may
differ from those estimates.
Fiscal Year: The company’s fiscal year begins on March 1 and ends on February 28 or February 29.
Revenue Recognition: The company recognizes revenue from the sale of merchandise at the time a
customer takes possession of the merchandise. Net sales exclude sales tax collected from customers. The company
recognizes service revenue at the time the service is provided, the sales price is fixed or determinable, and
collectibility is reasonably assured. The company sells gift cards and records related deferred revenue at the time of
sale. Amounts billed to customers for shipping and handling are recorded as revenue and are recognized at the time
the service is performed.
The domestic segment sells extended warranty contracts that provide repair and/or replacement coverage
exceeding that offered under traditional manufacturers’ warranties. Because unrelated third parties are the primary
obligors under these contracts, commission revenue for the unrelated-third-party extended warranty plans is
recognized at the time of sale. For the international segment, the company is the primary obligor for its extended
warranty programs. Accordingly, extended warranty revenue is deferred at point of sale and recognized as revenue
over the life of the contract.
An allowance has been established for estimated sales returns based on historical return rates.
Gift Cards: The company sells gift cards to its customers in its stores and on its Web site. The gift cards
do not have an expiration date. The company recognizes income from gift cards when the gift card is redeemed by
the customer or when the likelihood of the gift card being redeemed by the customer is remote (gift card breakage)
and it is determined that the company does not have a legal obligation to remit the value of unredeemed gift cards
to the relevant jurisdictions. The gift card breakage rate is based upon historical redemption patterns. Based on the
company’s historical information, the likelihood of a gift card remaining unredeemed can be determined 24 months
after the gift card is issued. At that time, breakage income is recognized for those cards for which the likelihood of
redemption is deemed to be remote. Gift card breakage revenue is included in net sales on the consolidated
statements of operations.
Sales Incentives: The company offers sales incentives, such as discounts and rebates that entitle customers
to a reduction in the price of a product or service. For sales incentives in which the company is the obligor, the
reduction in revenue is recognized when the sale is recorded. The company offers rewards points for purchases
using the Circuit City private-label or Visa credit card. The value of points earned through the rewards card is
included in accrued expenses and other current liabilities on the consolidated balance sheets and recorded as a
reduction to revenue at the time the points are earned.
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Cost of Sales, Buying and Warehousing and Selling, General and Administrative Expenses: The
primary costs classified in each major expense category include:
Cost of Sales, Buying and Warehousing Selling General and Administrative Expenses
• Total cost of merchandise sold including: • Payroll, fringe benefit costs and stock-based
–Cost of transportation of merchandise from compensation expense for store and corporate
vendors to the company’s stores; Associates;
–Vendor allowances that are not a • Occupancy costs of store and corporate
reimbursement of specific, incremental and facilities;
identifiable costs to promote a vendor's products; • Depreciation related to store and corporate
• Cost of services performed; assets;
• Physical inventory losses; • Advertising;
• Markdowns; • Vendor allowances that are a reimbursement
• Merchandising costs; of specific, incremental and identifiable
• Customer shipping and handling expenses; and costs to promote a vendor’s products;
• Operating costs of the company’s repair and • Costs related to relocating and remodeling store
distribution centers. locations;
• Professional service fees; and
• Other administrative costs, such as credit card
service fees, supplies, and bad debt.
Vendor Allowances: The company receives cash consideration from vendors, including volume incentives
and reimbursements for specific costs such as price protection and advertising, through a variety of programs. Most
vendor allowances are recognized as a reduction to cost of sales, buying and warehousing when the related product
is sold or other conditions of the allowances are met. Cash consideration that represents a reimbursement of
specific, incremental, identifiable direct costs incurred by the company to promote the vendors’ products is reported
as a reduction to expense in the period in which the costs are incurred.
Store Opening Expenses: Non-capital expenditures for store openings are expensed as incurred and
primarily include advertising costs, store occupancy costs, payroll and fringe benefit costs, and supply costs.
Advertising Expenses: Advertising costs, primarily consisting of print and television advertisements, are
expensed the first time the advertisement runs and are included in selling, general and administrative expenses on the
consolidated statements of operations. Advertising expenses, net of specific vendor advertising reimbursements, were
$424.6 million in fiscal 2007, $431.8 million in fiscal 2006 and $365.8 million in fiscal 2005.
Stock-Based Compensation: The company sponsors various stock-based incentive plans. Effective March
1, 2006, the company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
Payment” (SFAS No. 123(R)), using the modified prospective transition method. The statement requires companies
to recognize the fair value of employee stock-based compensation awards over the period during which the
employee is required to provide service in exchange for the award. In addition, the statement requires companies to
estimate the number of equity awards granted that are expected to be forfeited, recognize compensation expense
based on the number of awards that are expected to vest, and subsequently adjust estimated forfeitures to reflect
actual forfeitures. Under SFAS No. 123(R), companies are required to report excess tax benefits as a financing cash
inflow rather than as a reduction of taxes paid.
Prior to the adoption of SFAS No. 123(R), the company accounted for stock-based compensation using a
fair value-based method in accordance with SFAS No. 123, “Stock-Based Compensation.” Under SFAS No. 123,
the company recognized forfeitures when they occurred and benefits of tax deductions in excess of recognized
compensation costs were reported as operating cash flows. Because the fair value recognition provisions of SFAS
No. 123 and SFAS No. 123(R) were materially consistent under the company’s stock-based incentive plans, the
adoption of SFAS No. 123(R) did not have a material impact on the company’s financial position, results of
operations or cash flows.
The company values stock option grants using the Black-Scholes option valuation model and recognizes
expense over the options’ vesting periods. For nonvested stock, the market value at the grant date is expensed over
the restriction periods. The vesting of certain nonvested stock awards may accelerate if the company achieves
operating profit margin targets. The expense related to the performance-accelerated awards is recognized based on
the likelihood of management achieving the performance targets.
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Earnings Per Share: Basic earnings per share is computed using the weighted average number of shares
of common stock outstanding. For purposes of calculating basic earnings per share, awards of nonvested stock that
are subject to the satisfaction of certain conditions are excluded from the weighted average number of common
shares outstanding until all necessary conditions have been satisfied. Diluted earnings per share is computed using
the weighted average number of common shares and potentially dilutive common equivalent shares outstanding,
including nonvested stock.
Foreign Currency Translation: The local currency of the international segment, the Canadian dollar, is its
functional currency. For reporting purposes, international segment assets and liabilities are translated into U.S.
dollars using the exchange rates in effect at the balance sheet date. Income and expense items are translated using
monthly average exchange rates. The effects of exchange rate changes on the translation of the net assets of the
international segment are included as a component of stockholders’ equity in accumulated other comprehensive
income. Gains and losses from foreign currency transactions are immaterial and are included in selling, general and
administrative expenses on the consolidated statements of operations.
Fair Value of Financial Instruments: The carrying values of the company’s cash equivalents, short-term
investments, accounts receivable, current liabilities and long-term debt approximate fair value.
Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand, money market funds and
tax-exempt commercial paper with original maturities of three months or less. All cash and cash equivalents were
available for general corporate purposes at February 28, 2007, and February 28, 2006.
Outstanding checks in excess of funds on deposit at February 28, 2007 and February 28, 2006 totaled $89.9
million and $71.1 million, respectively, and are included in expenses payable on the company’s consolidated
balance sheets.
Short-Term Investments: As part of its cash management program, the company maintains a portfolio of
marketable investment securities. The company primarily invests in variable rate demand notes that are classified as
available-for-sale securities and commercial paper that is classified as a held-to-maturity security. The variable rate
demand notes are long-term instruments maturing through 2040; however, the interest rates are reset approximately
every seven days, at which time the securities can be sold. Accordingly, the securities are classified as current
assets on the consolidated balance sheets. The commercial paper has an investment grade and a term to earliest
maturity of 3 to 12 months. The marketable investment securities are carried at cost, which approximates fair
value. The cost of securities matured or sold is based on the specific identification method.
Merchandise Inventory: Inventory is comprised of finished goods held for sale and is stated at the lower
of cost or market value. Cost is determined by the average cost method and includes the cost of freight from the
vendor to the company’s distribution centers, or in the case of direct shipments, the cost of freight from the vendor
to the company’s stores. The company estimates the realizable value of inventory based on assumptions about
forecasted consumer demand, market conditions and obsolescence. If the estimated realizable value is less than
cost, the inventory value is reduced to its estimated realizable value.
The company’s inventory loss reserve represents estimated physical inventory losses that have occurred
since the last physical inventory date. Independent physical inventory counts are taken on a regular basis to ensure
that the inventory reported in the consolidated financial statements is accurately stated. During the interim period
between physical inventory counts, the company reserves for anticipated physical inventory losses on a location-by-
location basis.
Property and Equipment: Property and equipment is stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the assets’ estimated useful lives. Property held under
capital leases is stated at the lower of the present value of the future minimum lease payments at the inception of
the lease or market value and is depreciated on a straight-line basis over the lease term. Leasehold improvements
are depreciated over the shorter of their estimated useful lives or the period from the date the assets are placed in
service to the end of the expected lease term.
The company capitalizes external direct costs of materials and services used in the development of internal-
use software and payroll and payroll-related costs for Associates directly involved in the development of internal-
use software. Once capitalized software is available for use, it is included in furniture, fixtures and equipment and
depreciated on a straight-line basis over a period of three to seven years.
Impairment or Disposal of Long-Lived Assets: The company reviews long-lived assets for impairment
when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized
when the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than
the asset’s carrying value. The impairment loss recognized represents the difference between the asset’s carrying
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value and its estimated fair value. When the company commits to a plan to close or relocate a store, distribution
center or repair center, estimates of the depreciable lives of fixtures, equipment and leasehold improvements to be
abandoned are revised to reflect the use of the assets over their shortened useful lives.
Goodwill and Other Intangible Assets: The excess of the purchase price over the fair value of identifiable
net assets of acquired companies is allocated to goodwill. Goodwill is not amortized but is evaluated for
impairment at the reporting unit level on an annual basis, during the second quarter of each fiscal year, or more
frequently if events or circumstances indicate that goodwill may be impaired. A reporting unit is an operating
segment, or one level below an operating segment, for which discrete financial information is available and is
regularly reviewed by management.
The company estimates the fair value of the reporting unit using the average of discounted cash flows and
comparative market multiples of earnings before interest, taxes, depreciation and amortization. If the fair value of
the reporting unit is less than its carrying value, then the implied fair value of the goodwill of the reporting unit
must be calculated and compared to the carrying value of that goodwill. If the implied fair value of the goodwill is
less than its carrying value, goodwill is deemed to be impaired and an impairment loss, equal to the excess of the
carrying value over the implied fair value, must be recorded.
The company completed its annual impairment testing during the second quarter of fiscal 2007 and
determined there was no impairment. During the fourth quarter of fiscal 2007, due to deterioration in sales and
margin trends of the international segment, the company determined that it was necessary to reevaluate goodwill
associated with this segment for impairment. As a result of this analysis, the company recorded an impairment
charge of $92.0 million to write down goodwill to its estimated fair value.
The company has identifiable intangible assets that primarily were acquired through acquisition. The
identifiable intangible assets are primarily contract-based and are amortized on a straight-line basis over their
estimated useful lives.
Deferred Income Taxes: Deferred income taxes reflect the impact of temporary differences between the
amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for income
tax purposes, measured by applying currently enacted tax rates. The company recognizes a deferred tax asset if it is
more likely than not that the company will realize a benefit from that deferred tax asset.
Accrued Straight-Line Rent: Some of the company’s leases contain rent escalations, which are based on
either scheduled and specified escalations of the minimum rent or a change in an index that may be completely
unrelated to the use of the underlying leased property, such as a multiple of the change in the Consumer Price
Index. The company recognizes rent expense for leases that include scheduled and specified escalations of the
minimum rent on a straight-line basis over the base term of the lease. Any difference between the straight-line rent
amount and the amount payable under the lease is included in accrued straight-line rent and deferred rent credits on
the consolidated balance sheets.
Landlord Reimbursements: The company conducts a substantial portion of its business in leased
properties. The company constructs stores on both owned and leased land and may receive reimbursement from a
landlord for the cost of the structure. These transactions are evaluated under sale-leaseback accounting, and in
cases where substantial funding is received, the transaction qualifies as a sale. Any gain or loss from the transaction
is deferred and amortized as rent expense on a straight-line basis over the base term of the lease. The deferred gain
is included in accrued straight-line rent and deferred rent credits, and the deferred loss is included in other assets on
the consolidated balance sheets. Landlord reimbursements from transactions qualifying as sales are included in cash
flows from investing activities as proceeds from sales of property and equipment.
In cases where reimbursement from a landlord results in substantial under-funding of costs incurred for the
construction of the building, the company is deemed to have continuing involvement and the transaction qualifies
as a financing under sale-leaseback accounting. The landlord reimbursement is considered a financing and is
included in long-term debt on the consolidated balance sheets. The interest on the financing lease obligations is
recognized using the effective interest method over the base term of the lease. Landlord reimbursements from
transactions qualifying as financings are included in cash flows from financing activities as proceeds from long-
term debt.
In instances where the company leases an existing structure, reimbursement from a landlord for tenant
improvements is classified as an incentive and included in accrued straight-line rent and deferred rent credits on the
consolidated balance sheets. The deferred rent credit is amortized as rent expense on a straight-line basis over the
base term of the lease. Landlord reimbursements from these transactions are included in cash flows from operating
activities as a change in other long-term liabilities.
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Accrued Lease Termination Costs: At a location’s cease-use date, the future lease payments and related
costs, from the date of closure to the end of the remaining lease term, net of contractual or estimated sublease rental
income is recorded in selling, general and administrative expenses on the consolidated statements of operations.
The liability for accrued lease termination costs is discounted using a credit-adjusted risk-free rate of interest. The
company evaluates these assumptions each quarter and adjusts the liability accordingly. The current portion of
accrued lease termination costs is included in accrued expenses and other current liabilities on the consolidated
balance sheets. The non-current portion of accrued lease termination costs is presented separately on the
consolidated balance sheets.
Comprehensive Income (Loss): Comprehensive income (loss) consists of two components: net earnings
(loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised primarily of
foreign currency translation adjustments but also includes unrealized gains and losses on available-for-sale
securities and minimum pension liability adjustments. Other comprehensive income (loss) is recorded net of
deferred income taxes directly as a component of stockholders’ equity.
Risks and Uncertainties: The company is a leading specialty retailer of brand-name consumer electronics,
personal computers, entertainment software, and related services. The diversity of the company’s products,
customers and geographic operations reduces the risk that a severe impact will occur in the near term as a result of
changes in its customer base, competition or markets. During fiscal 2007, the domestic segment’s five largest
suppliers accounted for approximately 42 percent of merchandise purchased. The major suppliers were Sony,
Hewlett-Packard, Samsung, Toshiba and Apple. The international segment’s five largest suppliers accounted for
approximately 43 percent of its merchandise purchased and were Rogers Wireless, Motorola, Acer, Apple and
Panasonic.
The international segment has 100 employees, or approximately 3 percent of the segment’s employees,
who are represented by a union. These 100 employees are located in the international segment’s distribution center
in Barrie, Ontario, Canada. The terms of a three-year collective bargaining agreement ending in April 2009 were
ratified with these employees.
3. RECENT ACCOUNTING PRONOUNCEMENTS
The company adopted Financial Accounting Standards Board Interpretation No. 47, “Accounting for
Conditional Asset Retirement Obligations” (FIN No. 47), an interpretation of SFAS No. 143, “Asset Retirement
Obligations,” on February 28, 2006. The impact of adopting FIN No. 47 was the recognition of additional net
assets amounting to $1.5 million; an asset retirement obligation of $5.1 million; and a charge of $3.7 million ($2.4
million, net of tax), which was included in cumulative effect of change in accounting principle in the fiscal 2006
consolidated statement of operations.
As discussed in Note 14, Stock-Based Incentive Plans, the company adopted SFAS No. 123(R) during the
first quarter of fiscal 2007.
In October 2005, the FASB issued FASB Staff Position (FSP) No. FAS 13-1, “Accounting for Rental Costs
Incurred During a Construction Period.” FSP No. FAS 13-1 requires companies to expense rent payments for
building or ground leases incurred during a construction period. The company adopted FSP No. FAS 13-1 on a
prospective basis in the first quarter of fiscal 2007. The adoption of this new standard did not have a material
impact on the company’s financial position, results of operations or cash flows.
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109” (FIN No. 48). FIN No. 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in an income tax return. The Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN No. 48 are
effective for the company beginning with the first quarter of fiscal 2008. The cumulative effect of the adoption of
FIN No. 48 will be reported as an adjustment to retained earnings as of the date of adoption, except for items that
would not be recognized in earnings, such as the effects of the positions related to business combinations. The
company is finalizing its assessment of its uncertain tax positions and estimates a reduction to retained earnings as
of March 1, 2007, of approximately $5 million to $15 million.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and requires additional disclosures about fair value
measurements. The provisions of SFAS No. 157 are effective for the company beginning with the first quarter of
fiscal 2009. The company has not yet determined the impact of adopting this standard.
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In the fourth quarter of fiscal 2007, the company adopted SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R).” SFAS No. 158 requires an employer to recognize a plan’s funded status in its balance sheets and
recognize the changes in a plan’s funded status in accumulated other comprehensive income in the year in which
the changes occur. The adoption of SFAS No. 158 did not have any impact on the company’s results of operations
or cash flows. See Note 15, Employee Benefit Plans, for the impact of adopting SFAS No. 158 on the consolidated
balance sheet.
In the fourth quarter of fiscal 2007, the company adopted Staff Accounting Bulletin (SAB) No. 108,
“Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial
Statements.” In SAB No. 108, the SEC staff established an approach that requires quantification of financial
statement misstatements using both the roll-over and the iron curtain methods. This model is commonly referred to
as a “dual approach” because it requires quantification of errors under both methods. The provisions of SAB No.
108 are effective for the company’s fiscal year ended February 28, 2007. The adoption of SAB No. 108 did not
have a material impact on the company’s financial position, results of operations or cash flows.
In February 2007, the FASB issued SFAS No. 159, \"The Fair Value Option for Financial Assets and
Financial Liabilities.\" SFAS No. 159 permits entities to choose to measure many financial instruments and certain
assets and liabilities at fair value. SFAS No. 159 will be effective for the company beginning with the first quarter
of fiscal 2009. The company has not yet determined the impact of adopting this standard.
4. (LOSS) EARNINGS PER SHARE
The following table presents a reconciliation of the denominators used in the (loss) earnings per share
calculations.
Years Ended February 28
(Shares in millions) 2007 2006 2005
Weighted average common shares................................. 170.4 177.5 193.5
Potentially dilutive common equivalent shares:
Options...................................................................... – 2.7 2.2
Nonvested stock ........................................................ – 0.5 0.5
Weighted average common shares and potentially
dilutive common equivalent shares........................... 170.4 180.7 196.2
For fiscal 2007, no options or nonvested stock were included in the computation of the company’s diluted
loss per share because the company reported a net loss from continuing operations. The fiscal 2006 and fiscal 2005
computations of potentially dilutive common equivalent shares excluded certain options to purchase shares of
common stock because the exercise prices were greater than the average market price of the common shares and,
therefore, the effect would be anti-dilutive. Shares excluded were as follows:
At February 28
(Shares in millions) 2007 2006 2005
Options.............................................................................. 11.6 5.2 6.1
Nonvested stock................................................................ 4.2 – –
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5. SHORT-TERM INVESTMENTS
The company’s marketable investment securities primarily include variable rate demand notes and
commercial paper. These securities are carried at cost which approximates fair value due to their highly liquid
nature.
The following table presents the estimated fair value of the company’s investment securities.
At February 28
(Amounts in millions) 2007 2006
Available-for-sale securities:
Variable rate demand notes...................................... $596.6 $400.3
Other ........................................................................ 0.6 –
Held-to-maturity securities:
Commercial paper.................................................... – 121.1
Trading securities.......................................................... 1.1 0.6
Total .............................................................................. $598.3 $522.0
6. PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, is summarized as follows:
At February 28
(Amounts in millions) 2007 2006
Land .............................................................................. $ 33.2 $ 31.0
Buildings (up to 25 years)............................................. 274.5 268.9
Construction in progress ............................................... 111.1 142.7
Furniture, fixtures and equipment (1 to 8 years)........... 1,075.5 892.7
Leasehold improvements (up to 21 years) .................... 689.3 648.7
Capital leases (3 to 27 years) ........................................ 35.3 32.7
Other ............................................................................. 2.4 2.1
2,221.3 2,018.8
Less accumulated depreciation ..................................... 1,300.3 1,179.4
Property and equipment, net ......................................... $ 921.0 $ 839.4
Capitalized interest totaled $8.0 million for fiscal 2007, $5.0 million for fiscal 2006 and $2.9 million for
fiscal 2005.
The net book values of assets under capital leases are summarized as follows:
At February 28
(Amounts in millions) 2007 2006
Buildings ................................................................................. $28.8 $26.0
Furniture, fixtures and equipment........................................... 6.5 6.7
35.3 32.7
Less accumulated depreciation ............................................... 8.4 4.5
Assets under capital leases, net ............................................... $26.9 $28.2
Depreciation expense for assets under capital leases was $3.9 million during fiscal 2007, $1.6 million
during fiscal 2006, and $0.3 million during fiscal 2005.
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7. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by reportable segment were as follows:
Domestic International
(Amounts in millions) Segment Segment Total
Balance at February 28, 2005 ....................................... $ 3.1 $212.8 $215.9
Goodwill resulting from acquisitions............................ 9.4 – 9.4
Purchase price adjustments ........................................... – (7.1) (7.1)
Impairment.................................................................... (9.0) – (9.0)
Dispositions................................................................... (0.3) – (0.3)
Foreign currency translation ......................................... – 15.1 15.1
Balance at February 28, 2006 ....................................... 3.2 220.8 224.0
Purchase price adjustments for tax benefits.................. – (0.3) (0.3)
Impairment.................................................................... (0.1) (92.0) (92.1)
Dispositions................................................................... (3.0) – (3.0)
Foreign currency translation ......................................... – (6.8) (6.8)
Balance at February 28, 2007 ....................................... $ 0.1 $121.7 $121.8
The company completed its annual impairment testing during the second quarter of fiscal 2007 and
determined there was no impairment. During the fourth quarter of fiscal 2007, due to deterioration in sales and
margin trends of the international segment, the company determined that it was necessary to reevaluate goodwill
associated with this segment for impairment. As a result of this analysis, the company recorded an impairment
charge of $92.0 million to write down goodwill to its estimated fair value.
During fiscal 2006, the company sold one domestic segment subsidiary and held another for sale. As a
result of these decisions, the company recorded impairment charges of $9.0 million in results from discontinued
operations for the goodwill associated with these operations.
The gross amounts, accumulated amortization and weighted average amortization periods of other
intangible assets were as follows:
At February 28, 2007
Gross Weighted Average
Carrying Accumulated Amortization
(Amounts in millions) Value Amortization Period (in years)
Amortizable intangible assets:
Dealer-relationship contracts .................................... $15.4 $ 2.1 20.0
Vendor contract......................................................... 11.9 7.6 4.1
Employment and non-compete agreements .............. 5.9 4.5 3.4
Other ......................................................................... 0.3 – 10.0
Total ............................................................................... $33.5 $14.2 11.3
At February 28, 2006
Gross Weighted Average
Carrying Accumulated Amortization
(Amounts in millions) Value Amortization Period (in years)
Amortizable intangible assets:
Dealer-relationship contracts ....................................... $15.9 $1.4 20.0
Vendor contract............................................................ 12.2 2.1 10.0
Employment and non-compete agreements ................. 6.1 2.4 4.5
Other ............................................................................ 1.7 0.2 5.0
Non-amortizing intangible asset:
Intangible asset related to
minimum pension liability ..................................... 0.6 – –
Total .................................................................................. $36.5 $ 6.1 13.3
Estimated amortization expense for the next five fiscal years is $3.8 million in 2008, $2.3 million in 2009,
$2.1 million in 2010, $0.8 million in 2011, and $0.8 million in 2012. These amortization expense estimates are
subject to fluctuations in foreign currency exchange rates.
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8. DEBT
The company has a $500 million revolving credit facility secured by inventory and accounts receivable.
This facility is used to support letters of credit and for short-term borrowing needs. Loans primarily bear interest at
a spread over LIBOR or at prime. The facility is scheduled to mature in June 2009. The maximum credit
extensions, including loans and outstanding letters of credit, permitted under the credit facility on any date are
determined by calculating a borrowing base that is a percentage of the company’s eligible inventory and accounts
receivable as of the date of the credit extension. If the remaining borrowing availability under the facility falls
below $100 million, cash dividends and stock repurchases are limited to an aggregate of $75 million in any fiscal
year. If the remaining borrowing availability under the facility falls below $50 million for five consecutive business
days, all proceeds from the sale of inventory must be applied on a daily basis to payment of amounts owed under
the facility. The facility has representations and warranties, covenants and events of default that are customary for
this type of credit facility. The credit facility provides for a $400 million borrowing limit for the domestic segment
and a $100 million borrowing limit for the international segment. At February 28, 2007, the company had no short-
term borrowings, and outstanding letters of credit were $60.1 million, leaving $439.9 million available for
borrowing. At February 28, 2006, the international segment had $22.0 million of short-term borrowings at an
interest rate of 5.25 percent. At February 28, 2006, outstanding letters of credit were $52.0 million, leaving $426.0
million available for borrowing. The company was in compliance with all covenants at February 28, 2007.
Long-term debt is summarized as follows:
At February 28
(Amounts in millions) 2007 2006
Obligations under capital leases, payable in varying
installments through January 2023............................... $37.7 $39.0
Financing lease obligations, payable in varying
installments through January 2022............................... 14.8 12.1
Other ................................................................................. 5.2 8.1
Total long-term debt ......................................................... 57.7 59.2
Less current installments................................................... 7.2 7.2
Long-term debt, excluding current installments ............... $50.5 $52.0
Other debt of $5.2 million represents a financing obligation for services purchased at an interest rate of 5.95
percent. The financing obligation had an original term of 36 months, with monthly payments of principal and
interest, and is scheduled to mature in December 2008. The financing obligation contains customary
representations, warranties and covenants as well as events of default.
The maturities of long-term debt for the next five years are as follows:
Financing
(Amounts in millions) Capital Lease
Fiscal Year Leases Obligations Other
2008 ........................................................... $ 3.6 $0.9 $ 2.7
2009 ........................................................... $ 3.4 $1.0 $ 2.5
2010 ........................................................... $ 1.9 $0.8 $–
2011 ........................................................... $ 1.8 $0.7 $–
2012 ........................................................... $ 2.1 $0.6 $–
9. INCOME TAXES
The earnings (loss) from continuing operations before income taxes were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
U. S. earnings.......................................................................... $ 36.0 $237.7 $ 64.7
Foreign (loss) earnings............................................................ (15.7) (4.3) 32.3
Earnings from continuing operations before income taxes .... $ 20.3 $233.4 $ 97.0
Included in U.S. earnings is the goodwill impairment charge of $92.0 million recorded by InterTAN, Inc.
InterTAN, Inc. falls within the U.S. jurisdiction for tax purposes. For segment reporting under SFAS No. 131, the
operations of InterTAN, Inc. are included in the international segment.
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Total income tax expense (benefit) on earnings (loss) was allocated as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Continuing operations............................................................. $30.5 $86.0 $36.4
Discontinued operations.......................................................... 0.4 (3.1) 0.4
Change in accounting principles ............................................. 1.0 (1.3) –
Total income tax expense........................................................ $31.9 $81.6 $36.8
The components of income tax expense on earnings from continuing operations were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Current:
Federal................................................................................ $(36.5) $ 94.0 $132.6
Foreign ............................................................................... (4.9) (2.1) 12.2
State.................................................................................... (0.8) 8.4 7.9
(42.2) 100.3 152.7
Deferred:
Federal................................................................................ 71.8 (13.9) (112.2)
Foreign ............................................................................... (0.7) (0.3) (0.1)
State.................................................................................... 1.6 (0.1) (4.0)
72.7 (14.3) (116.3)
Income tax expense................................................................. $ 30.5 $ 86.0 $ 36.4
The company files a consolidated federal income tax return for its U.S. operations. The company has not
provided for U.S. deferred income taxes or foreign withholding taxes on pre-acquisition earnings of its foreign
subsidiaries because the company deems these earnings to be permanently reinvested. If these pre-acquisition
earnings were not considered permanently reinvested, an additional deferred income tax liability of $6.9 million
would have been provided. The company intends to repatriate post-acquisition earnings of its foreign subsidiaries.
The effective income tax rate applicable to results from continuing operations differed from the federal
statutory income tax rate as follows:
Years Ended February 28
2007 2006 2005
Federal statutory income tax rate ............................................ 35.0% 35.0% 35.0%
State and local income taxes, net of federal benefit................ 2.6 2.1 2.7
Non-deductible meals and entertainment................................ 2.2 0.2 0.2
Return-to-provision adjustment .............................................. (10.4) – –
Taxes on foreign income that differ from the federal
statutory rate....................................................................... 3.9 (0.1) 1.6
Change in effective rate of deferred tax asset ......................... (3.6) (0.4) (0.7)
Federal and state tax credits .................................................... (3.5) (0.3) (0.7)
Non-deductible goodwill impairment ..................................... 164.9 – –
Tax-exempt interest income.................................................... (34.0) (1.0) (0.6)
Non-deductible compensation ................................................ 4.9 0.2 –
Change in reserves for tax contingencies................................ (15.7) (0.4) 1.1
Change in valuation allowance ............................................... 4.6 – –
Other ....................................................................................... (0.8) 1.5 (1.1)
Effective income tax rate ........................................................ 150.1% 36.8% 37.5%
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The tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and
liabilities from operations were as follows:
At February 28
(Amounts in millions) 2007 2006
Deferred tax assets:
Accrued liabilities ..................................................... $ 78.9 $ 77.2
Stock-based compensation........................................ 31.8 39.7
Accrued straight-line rent and deferred rent credits.. 104.3 99.8
Depreciation and amortization .................................. 0.3 –
Deferred revenue....................................................... 14.2 14.1
Tax credit and net operating loss carryforwards ....... 1.5 3.7
Foreign tax credits..................................................... 1.5 2.2
Pension plans ............................................................ 6.8 0.2
Other ......................................................................... 4.6 2.3
Gross deferred tax assets........................................... 243.9 239.2
Valuation allowance.................................................. (2.4) (2.2)
Total deferred tax assets ..................................... 241.5 237.0
Deferred tax liabilities:
Depreciation and amortization .................................. 133.6 63.3
Merchandise inventory.............................................. 0.5 5.2
Prepaid pension and other prepaid expenses............. 16.3 16.0
Foreign currency translation adjustment................... 21.4 25.0
Other ......................................................................... 2.9 –
Total deferred tax liabilities................................ 174.7 109.5
Net deferred tax asset..................................................... $ 66.8 $127.5
Deferred tax assets and liabilities were included in the consolidated balance sheets as follows:
At February 28
(Amounts in millions) 2007 2006
Current deferred tax assets in excess of liabilities ............... $34.9 $ 29.6
Non-current deferred tax assets in excess of liabilities........ 31.9 97.9
Net deferred tax asset........................................................... $66.8 $ 127.5
Deferred income taxes include a deferred tax asset associated with foreign tax credits created by the
international segment of $1.5 million as of February 28, 2007, and $2.2 million as of February 28, 2006. Due to the
uncertainty regarding the realization of this tax benefit, management has provided a full valuation allowance
against the deferred tax asset. The changes in the deferred tax asset and the corresponding valuation allowance
during fiscal 2007 were primarily a result of the loss from Canadian operations and foreign currency fluctuations.
Deferred income taxes include a deferred tax asset associated with a capital loss carryforward of $0.9
million as of February 28, 2007. Due to the uncertainty of future net capital gain income, management has
provided a full valuation allowance against the deferred tax asset.
Based on the company’s historical and expected future taxable earnings, management believes it is more
likely than not the company will realize the benefit of the existing deferred tax assets, net of the valuation
allowance, at February 28, 2007.
During fiscal 2007, the company recognized a deferred tax asset of $1.5 million related to state net
operating losses. As of February 28, 2007, the company had approximately $31.3 million of state net operating loss
carryforwards. The net operating loss carryforwards expire from fiscal 2009 to fiscal 2027.
The company’s income tax returns, like those of most companies, are periodically audited by domestic and
foreign tax authorities. These audits include questions regarding the company’s tax filing positions, including the
timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time,
multiple tax years are subject to audit by the various tax authorities. In evaluating the exposures related to the
company’s various tax filing positions, the company records reserves for probable exposures. A number of years
may elapse before a particular matter, for which there is an established reserve, is audited and fully resolved. The
company adjusts its income tax contingency accruals and income tax expense in the period in which actual results
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of a settlement with tax authorities differ from the established reserve, the statute of limitations expires for the
relevant taxing authority to examine the tax position or when more information becomes available. Income tax
contingency accruals were $20.7 million at February 28, 2007, and $19.4 million at February 28, 2006. At
February 28, 2007, the accrual for income tax contingencies is reflected as an offset to the income tax receivable on
the consolidated balance sheet.
10. LEASE COMMITMENTS
The company conducts a substantial portion of its business in leased premises. The initial terms of these
leases generally range up to 20 years with varying renewal options. In addition to base rent, these lease agreements
provide that the company pay real estate taxes, common area maintenance, insurance, operating expenses, and in
some instances, rent expense based on sales volumes in excess of defined amounts.
For leases that include scheduled and specified escalations of the minimum rent, the company recognizes
the related rent expense on a straight-line basis over the base term of the lease. Any difference between the straight-
line rent amount and the amount payable under the lease is included in accrued straight-line rent and deferred rent
credits on the consolidated balance sheets. Accrued straight-line rent was $133.7 million at February 28, 2007, and
$123.7 million at February 28, 2006.
Rent expense for operating leases on active stores, offices and equipment that is included in selling, general
and administrative expenses is summarized as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Minimum rentals..................................................................... $346.5 $321.6 $317.8
Rental expense based on sales volume ................................... 0.5 1.2 0.5
Total rent expense ................................................................... $347.0 $322.8 $318.3
In addition, the company incurs rental costs related to its repair and distribution operations that are included
in cost of sales, buying and warehousing. These costs were $22.5 million in fiscal 2007, $20.8 million in fiscal
2006 and $21.9 million in fiscal 2005.
The company constructs stores on both owned and leased land and may receive reimbursement from a
landlord for the cost of the structure. These transactions are evaluated under sale-leaseback accounting, and in
cases where substantial funding is received, the transaction qualifies as a sale. Any gain or loss from the transaction
is deferred and amortized as rent expense on a straight-line basis over the base term of the lease. The deferred gain
is included in accrued straight-line rent and deferred rent credits, and the deferred loss is included in other assets on
the consolidated balance sheets. The deferred loss included in other assets was $10.2 million at February 28, 2007,
and $12.0 million at February 28, 2006. The deferred gain included in accrued straight-line rent and deferred rent
credits was $94.5 million at February 28, 2007, and $90.0 million at February 28, 2006.
In instances where the company leases an existing structure, reimbursement from a landlord for tenant
improvements is classified as an incentive and included in accrued straight-line rent and deferred rent credits on the
consolidated balance sheets. The deferred rent credit is amortized as rent expense on a straight-line basis over the
base term of the lease. The incentives included in accrued straight-line rent and deferred rent credits were $49.4
million at February 28, 2007, and $42.4 million at February 28, 2006.
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Future minimum lease commitments, excluding taxes, insurance and common area maintenance; and
sublease income as of February 28, 2007, are as follows:
Capital Operating Operating
(Amounts in millions) Lease Lease Sublease
Fiscal Year Commitments Commitments Income
2008 ................................................................................. $ 8.5 $ 384.3 $ 34.3
2009 ................................................................................. 8.1 384.4 33.4
2010 ................................................................................. 6.4 382.1 32.9
2011 ................................................................................. 6.1 370.3 32.0
2012 ................................................................................. 6.1 365.2 31.9
After 2012 ........................................................................ 46.5 2,381.0 232.4
Total minimum lease payments ....................................... 81.7 $4,267.4 $ 396.8
Less amounts representing interest .................................. 44.0
Present value of net minimum lease payments ................ 37.7
Less current installments of obligations
under capital leases ..................................................... 3.6
Obligations under capital leases excluding
current installments..................................................... $34.1
CarMax, Inc., a former subsidiary, currently operates 23 of its sales locations pursuant to leases under
which the company is the primary obligor. In conjunction with the separation of CarMax, the company assigned
each of these operating leases to CarMax. CarMax paid a special dividend of $28.4 million to Circuit City Stores,
Inc. in fiscal 2003 in recognition of the company’s continuing contingent liability on the leases related to these
CarMax locations. At February 28, 2007, the future minimum fixed lease obligations on these 23 leases totaled
$370.0 million. Amounts presented within the above table reflect the company’s operating lease commitments on
these leases and the corresponding sublease income associated with these CarMax locations.
11. EXIT AND OTHER ACTIVITIES
At a location’s cease-use date, estimated lease termination costs to close a store, distribution center or
repair center are recorded in selling, general and administrative expenses on the consolidated statements of
operations. The calculation of accrued lease termination costs includes future minimum lease payments, taxes,
insurance and maintenance costs from the date of closure to the end of the remaining lease term. The calculation
also includes estimated sublease income, net of tenant improvement allowances and broker fees. The liability for
lease termination costs is discounted using a credit-adjusted risk-free rate of interest. The company evaluates these
assumptions each quarter and adjusts the liability accordingly.
The accrual for lease termination costs for the domestic segment includes the following activity:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Accrued lease termination costs at beginning of year................ $110.0 $128.2 $ 91.8
Provisions for closed locations .................................................. 26.7 7.9 70.5
Changes in assumptions about future sublease income
and terminations.................................................................... 16.2 18.3 4.9
Reversals of accruals for locations returned to operation .......... (12.9) (5.4) –
Interest accretion........................................................................ 7.4 9.5 11.3
Cash payments, net of cash received on subleased
locations ................................................................................ (41.8) (48.5) (50.3)
Accrued lease termination costs at end of year.......................... 105.6 110.0 128.2
Less current portion of accrued lease termination costs ............ 29.3 30.9 37.5
Non-current portion of accrued lease termination costs ............ $ 76.3 $ 79.1 $ 90.7
The current portion of accrued lease termination costs is included in accrued expenses and other current
liabilities, and the non-current portion is presented separately on the consolidated balance sheets.
During the fourth quarter of fiscal 2007, the company recorded an $11.9 million charge associated with
asset impairments, costs to terminate leases for the closure of international segment retail stores and inventory
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write-offs. Of this amount, $8.6 million was included in selling, general and administrative expenses and $3.3
million was included in cost of sales, buying and warehousing
During the fourth quarter of fiscal 2007, the company recorded a $20.4 million charge in selling, general
and administrative expenses related to severance costs for involuntary terminations. The severance costs primarily
were the result of separation of employees affected by a wage management initiative, the realignment of the
company’s retail operating structures, the company’s agreement with IBM to outsource its information technology
infrastructure operations and the store closures discussed above. No cash payments related to those severance costs
were made in fiscal 2007.
12. CONTINGENT LIABILITIES
In the normal course of business, the company is involved in various legal proceedings. Based upon the
company’s evaluation of the information presently available, management believes that the ultimate resolution of
any such proceedings will not have a material adverse effect on the company’s financial condition, liquidity or
results of operations.
13. CAPITAL STOCK
(A) Shareholder Rights Plan: In conjunction with the company’s shareholder rights plan as amended and
restated, preferred share purchase rights were distributed as a dividend at the rate of one right for each share of
common stock. The rights were exercisable only upon the attainment of, or the commencement of a tender offer to
attain, a specified ownership interest in the company by a person or group. In April 2005, the company’s board of
directors ordered the redemption of all outstanding preferred share purchase rights under the shareholder rights
plan. On May 15, 2005, the company paid a redemption price equal to one cent per share of the company’s
common stock to shareholders of record at the close of business on May 1, 2005. The preferred share purchase
rights terminated on May 1, 2005.
(B) Preferred Stock: The company has 2.0 million shares of undesignated preferred stock authorized, of
which no shares are outstanding.
(C) Common Stock Repurchased: The company’s board of directors has authorized the repurchase of up
to $1.2 billion of common stock, of which $280.4 million remained available at March 31, 2007. Through February
28, 2007, the company had repurchased 57.9 million shares of common stock at a cost of $919.6 million, excluding
commission fees, cumulatively since inception of the stock repurchase program.
Common stock repurchase activity is shown in the following table.
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Total number of shares repurchased ....................................... 10.0 19.4 19.2
Cost, excluding commission fees............................................ $236.9 $338.5 $259.8
14. STOCK-BASED INCENTIVE PLANS
Effective March 1, 2006, the company adopted SFAS No. 123(R), “Share-Based Payment,” using the
modified prospective transition method. Under this method, prior periods are not restated. Prior to the adoption of
SFAS No. 123(R), the company accounted for stock-based compensation using a fair value-based method in
accordance with SFAS No. 123. Because the fair value recognition provisions of SFAS No. 123 and SFAS No.
123(R) were materially consistent under the company’s stock-based incentive plans, the adoption of SFAS No.
123(R) did not have a material impact on the company’s financial position, results of operations or cash flows.
Under SFAS No. 123(R), companies are required to report excess tax benefits as a financing cash inflow
rather than as a reduction of taxes paid. Under SFAS No. 123, benefits of tax deductions in excess of recognized
compensation expense were reported as operating cash flows.
SFAS No. 123(R) requires companies to estimate the number of equity awards granted that are expected to
be forfeited, recognize compensation expense based on the number of awards that are expected to vest, and
subsequently adjust estimated forfeitures to reflect actual forfeitures. Under SFAS No. 123, the company
recognized forfeitures when they occurred. During the first quarter of fiscal 2007, the company recorded an after-
tax benefit of $1.8 million, $2.8 million pre-tax, as a cumulative effect of a change in accounting principle to adjust
for awards granted prior to March 1, 2006, that were not expected to vest.
Under the company’s stock-based incentive plans, nonqualified stock options, nonvested stock, nonvested
stock units and other equity-based awards may be granted to management, key employees and non-employee
directors. The company previously referred to nonvested stock as restricted stock and nonvested stock units as
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restricted stock units. At February 28, 2007, 4.1 million shares of common stock were available for future grants of
options, nonvested stock or nonvested stock units. The number of shares available for grant at February 28, 2006,
was 5.0 million shares of common stock. Upon the exercise of stock options, the grant of nonvested stock, or the
vesting of or lapse of deferral restrictions on nonvested stock units, common shares are issued from authorized and
unissued shares.
Stock-based compensation expense is recorded in cost of sales, buying and warehousing or selling, general
and administrative expenses depending on the classification of the related employee’s payroll cost. The company
has elected to recognize compensation expense for stock-based awards on a straight-line basis over the requisite
service period for the entire award. Compensation expense for stock-based incentive plans included in earnings
from continuing operations is summarized in the table below.
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Compensation expense recognized:
Stock options................................................................ $10.5 $13.1 $18.7
Nonvested stock and nonvested stock units ................. 16.1 11.2 (0.4)
Phantom stock.............................................................. 1.1 1.7 –
Employee stock purchase plan..................................... 0.8 0.9 0.8
Other ............................................................................ 0.2 – –
Total compensation expense recognized ................ $28.7 $26.9 $19.1
Tax benefit recognized...................................................... $10.0 $ 9.6 $ 6.8
Of the $28.7 million of stock-based compensation expense recorded in fiscal 2007, $4.5 million was
recorded in cost of sales, buying and warehousing and $24.2 million was recorded in selling, general and
administrative expenses.
(A) Stock Options: Under the terms of the company’s stock-based incentive plans, the exercise price for
nonqualified options must be equal to, or greater than, the market value on the grant date. Options granted generally
vest over one year to four years and expire no more than ten years after the date of grant. The company values stock
options using the Black-Scholes option-pricing model and recognizes this value as an expense over the vesting
period. Option valuation models require the company to make subjective assumptions. Changes in the subjective
assumptions can materially affect the fair value estimate. The expected dividend yield is based on expected annual
dividends and the market value of the company’s stock. The expected stock volatility assumption is based on
historical volatility of the company’s stock. The risk-free interest rate is based on the U.S. Treasury Strip rate
posted at the grant date for the expected term of the option. The expected term represents the period of time that
options granted are expected to be outstanding and is primarily based on the historical exercise experience and post-
vesting employment termination behavior of the company’s employees. The company evaluates historical exercise
behavior for two separate groups based on the employee’s position in the company.
During fiscal 2007, a stock option grant with a vesting period of five years and a contractual term of ten
years was made to Philip J. Schoonover, chairman, president and chief executive officer. Due to the lack of
historical exercise behavior for an option with similar vesting provisions, the company used a simplified method to
estimate the expected term of the grant. An average of the award’s weighted average vesting period and its
contractual term was calculated and resulted in an expected term of seven years.
The fair value of each option granted is estimated on the grant date using the Black-Scholes option
valuation model with the following weighted average assumptions:
Years Ended February 28
2007 2006 2005
Expected dividend yield.................................................... 0.3% 0.4% 0.6%
Expected stock volatility................................................... 60% 61% 64%
Risk-free interest rate........................................................ 5% 4% 4%
Expected term (in years)................................................... 7 5 4
Using these assumptions in the Black-Scholes model, the weighted average grant date fair value of options
granted was $14.81 per share in fiscal 2007, $8.77 per share in fiscal 2006 and $6.63 per share in fiscal 2005.
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The company’s stock option activity is summarized below.
Fiscal 2007 Fiscal 2006 Fiscal 2005
Weighted Average Weighted Average Weighted Average
(Shares in thousands) Shares Exercise Price Shares Exercise Price Shares Exercise Price
Outstanding at beginning of year .... 14,109 $16.41 16,602 $14.96 17,829 $14.31
Granted............................................ 1,278 $24.66 2,543 $16.80 3,109 $12.60
InterTAN acquisition grants............ – $ – – $ – 1,128 $ 6.01
Exercised ......................................... (5,832) $15.58 (3,834) $10.10 (3,489) $ 8.17
Forfeited .......................................... (743) $16.41 (644) $12.50 (1,211) $ 9.12
Expired ............................................ (63) $17.32 (558) $22.92 (764) $ 17.19
Outstanding at end of year .............. 8,749 $18.16 14,109 $16.41 16,602 $ 14.96
Options exercisable at end of year .. 6,051 $17.27 9,965 $17.25 10,627 $ 17.71
The total fair value of stock options vested was $12.9 million in fiscal 2007, $19.2 million in fiscal 2006
and $22.4 million in fiscal 2005. The total intrinsic value of options exercised was $65.3 million in fiscal 2007,
$33.1 million in fiscal 2006 and $19.0 million in fiscal 2005. As of February 28, 2007, the total remaining
unrecognized compensation cost related to unvested stock options was $23.4 million and is expected to be
recognized over a weighted average period of 3.1 years. The stock options outstanding at February 28, 2007, had an
aggregate intrinsic value of $29.8 million and a weighted average remaining contractual term of 5.0 years. The
options exercisable at February 28, 2007 had an aggregate intrinsic value of $25.8 million and a weighted average
remaining contractual term of 3.3 years.
During fiscal 2007, Brian E. Levy, president and chief executive officer of InterTAN Canada Ltd.,
announced his intent to resign and retire. The company accelerated the vesting of 87,500 options originally granted
to Mr. Levy in fiscal 2005. The modification to the terms of these awards resulted in incremental compensation
expense of $0.7 million.
The following table summarizes information regarding stock options outstanding at February 28, 2007.
Options Outstanding Options Exercisable
Weighted Average
(Shares in thousands) Number Remaining Weighted Average Number Weighted Average
Range of Exercise Prices Outstanding Contractual Term Exercise Price Exercisable Exercise Price
$ 5.12 to 7.59 .................... 615 5.1 $ 6.42 615 $ 6.42
8.30 to 11.95 .................... 959 2.6 $ 8.67 930 $ 8.59
12.17 to 12.84 .................... 750 7.3 $12.31 648 $12.26
14.05 to 14.52 .................... 489 3.4 $14.49 476 $14.49
14.86 to 15.63 .................... 376 7.6 $15.58 251 $15.58
15.65 to 17.93 .................... 1,617 8.3 $16.76 457 $16.75
18.24 to 23.48 .................... 1,765 1.5 $23.38 1,738 $23.42
23.85 to 26.99 .................... 1,055 9.0 $24.00 $
– –
27.21 to 29.23 .................... 1,123 1.8 $27.34 936 $27.21
Total .................................... 8,749 5.0 $18.16 6,051 $17.27
(B) Nonvested Stock and Nonvested Stock Units: Under the company’s stock-based incentive plans,
shares of nonvested stock are granted in the name of an employee or a non-employee director, who has all the rights
of a shareholder, including the right to receive dividends, subject to certain restrictions and possible forfeiture. The
fair value of nonvested stock is the market value on the grant date and is expensed over the vesting period.
Restrictions on nonvested stock generally expire two years to four years from the grant date, when the stock
typically becomes fully vested. Beginning June 2005, certain awards made to employees who are named executive
officers in the proxy statement for the fiscal year end prior to the completion of the service condition also are
subject to a market condition. The market condition could extend the vesting period up to an additional three years
and could result in the awards being forfeited if the market condition is not satisfied.
A portion of the outstanding nonvested stock awards is performance-accelerated shares that are eligible for
accelerated vesting if the company achieves earnings from continuing operations before income taxes as a
percentage of net sales targets for fiscal 2008 and fiscal 2009. If vesting is not accelerated, the shares vest on July
1, 2009, except for awards that are subject to the market condition.
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During fiscal 2006 and fiscal 2007, the company issued nonvested stock awards with a vesting date of July
1, 2009, as part of a long-term incentive program. In February 2007, the company’s board of directors approved the
acceleration of vesting of 1.0 million outstanding shares, or one-half of the 2.0 million shares originally granted, to
approximately 300 employees. According to the modified terms, the accelerated nonvested shares will vest on July
1, 2008, and the remainder will vest on July 1, 2009. Vesting was not accelerated on nonvested stock held by
executive officers of the company. The primary purpose of the accelerated vesting was to encourage retention. The
change to the vesting terms did not alter the fair value of the awards, but it resulted in an adjustment to the
estimated forfeiture rate for those awards. The revision to the estimated forfeiture rate resulted in an increase in
stock-based compensation expense of approximately $0.8 million in the fourth quarter of fiscal 2007.
In fiscal 2004 and fiscal 2005, the company issued performance-based nonvested stock awards. The vesting
of these shares was based on the company achieving operating profit margin targets for fiscal 2006. During the
fourth quarter of fiscal 2005, management determined that it was unlikely the performance targets related to these
performance-based shares would be met. Accordingly, the company reversed the related compensation expense of
$6.5 million that had been recorded life-to-date as of November 30, 2004. Of this amount, $3.4 million was
recorded in fiscal 2004 and $3.1 million was recorded in fiscal 2005. As a result of the reversal, compensation
expense related to nonvested stock was a benefit of $1.6 million in fiscal 2005.
The company also issues nonvested stock units. Nonvested stock units are granted in the name of an
employee or a non-employee director. Once granted, nonvested stock units are eligible for dividends but have no
voting rights. The nonvested stock units are redeemed for company stock once the vesting period and any
applicable deferral restrictions have been satisfied. The fair value of nonvested stock units is the market value on
the grant date. Compensation cost is recognized over the vesting period, which is generally one year to three years.
Years Ended February 28
2007 2006 2005
Weighted average fair value of nonvested stock
granted (per share)...................................................... $25.28 $17.20 $12.68
Weighted average fair value of nonvested stock
units granted (per share) ............................................. $26.88 $16.62 $13.62
Fair value of nonvested stock and nonvested stock
units vested (in millions)............................................. $ 1.1 $ 2.8 $16.0
The company’s nonvested stock and nonvested stock unit activity during fiscal 2007 is summarized in the
table below.
Weighted Average Aggregate
Shares Grant Date Intrinsic Value
(in thousands) Fair Value (in millions)
Nonvested at February 28, 2006 ........... 3,825 $ 17.08
Granted.................................................. 1,299 $ 25.32
Vested ................................................... (90) $ 12.13
Forfeited................................................ (1,059) $ 18.05
Nonvested at February 28, 2007 ........... 3,975 $ 19.63 $75.5
Total unrecognized compensation cost related to nonvested stock and nonvested stock units at February 28,
2007, was $44.0 million and is expected to be recognized over a weighted average period of 2.3 years. If nonvested
stock or nonvested stock units are forfeited, the shares issued as nonvested stock or the shares reserved for the
nonvested stock units are available for future granting.
(C) Phantom Stock Program: The company issues phantom stock units through a long-term incentive
program. An employee does not receive rights of a shareholder as a result of holding these units, nor is any stock
transferred. The value of one unit is based on the market value of one share of common stock on the vesting date.
The units will be settled in cash at the end of the two-year vesting period. The cost of the grants is recognized over
the vesting period, and the related liability is included in accrued compensation on the consolidated balance sheets.
No phantom stock units were granted during fiscal 2007.
(D) Employee Stock Purchase Plan: The company has an employee stock purchase plan for all domestic
segment employees meeting eligibility criteria. Under the plan, eligible employees may, subject to limitations,
purchase shares of common stock. The company matches $0.15 for each $1.00 contributed by employees.
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Purchases are limited to 10 percent of an employee’s eligible compensation, up to a maximum of $13,000 per year.
The company has authorized 18.5 million shares of common stock for purchase under the plan. At February 28,
2007, a total of 1.4 million shares remained available under the plan. The obligation for the company match is
included in accrued expenses and other current liabilities on the consolidated balance sheets.
Years Ended February 28
2007 2006 2005
Number of shares purchased on the open market
on behalf of employees (in millions).................................. 0.2 0.4 0.5
Average price per share of common stock
purchased ........................................................................... $25.50 $18.34 $13.85
15. EMPLOYEE BENEFIT PLANS
A) Pension Plans: The company’s domestic segment has a noncontributory defined benefit pension plan
that was frozen as of February 28, 2005, except for employees who (i) were within three years of their early
retirement date or normal retirement date; (ii) had reached their early or normal retirement date; or (iii) were
permanently disabled before March 1, 2005. As a result, all employees affected by the plan freeze retain any
benefits accumulated to the effective date, but are no longer eligible to increase their benefit.
The company also has an unfunded nonqualified benefit restoration plan that restored retirement benefits
for domestic segment senior executives who were affected by Internal Revenue Code limitations on benefits
provided under the company’s pension plan. The benefit restoration plan was frozen as of February 28, 2005, and
will provide benefits for participants who, as of that date, were within 10 years of attaining their early retirement
date or normal retirement date. The impact of freezing these plans was a curtailment charge of $1.1 million in the
fiscal year ended February 28, 2005.
On December 22, 2005, the benefit restoration plan was amended to allow W. Alan McCollough to elect to
receive a lump-sum payment following his retirement. Mr. McCollough received additional age and service credit
under the benefit restoration plan, which resulted in Mr. McCollough receiving the maximum benefit payable under
the plan, an incremental benefit on a lump-sum payment basis of $1.8 million. This $1.8 million was expensed
fiscal 2006 and is included in selling, general and administrative expenses on the consolidated statement of
operations. In fiscal 2007, Mr. McCollough received a lump-sum payment of $4.4 million.
In the fourth quarter of fiscal 2007, the company adopted SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R).” SFAS No. 158 requires an employer to recognize a plan’s funded status in its balance sheets and
recognize the changes in a plan’s funded status in accumulated other comprehensive income in the year in which
the changes occur.
The table below discloses the impact of adopting SFAS No. 158 on the company’s consolidated balance
sheet as of February 28, 2007.
Before Adoption Adjustment After Adoption
(Amounts in millions) of SFAS No. 158 Increase/(Decrease) of SFAS No. 158
Deferred income taxes (non-current)............. $ 25.3 $ 6.6 $ 31.9
Other intangible assets, net............................ $ 19.7 $ (0.4) $ 19.3
Other assets ................................................... $ 44.9 $(15.1) $ 29.8
Total assets .................................................... $4,016.2 $ (8.9) $4,007.3
Other liabilities .............................................. $ 95.3 $ 2.3 $ 97.6
Total liabilities............................................... $2,213.8 $ 2.3 $2,216.0
Accumulated other comprehensive income... $ (36.6) $(11.2) $ (25.4)
Total stockholder’s equity ............................. $1,802.4 $(11.2) $1,791.2
Total liabilities and stockholders’ equity ...... $4,016.2 $ (8.9) $4,007.3
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The company uses the last day of its fiscal year as a measurement date for determining pension plan assets
and obligations. The change in projected benefit obligation, change in plan assets and reconciliation of funded
status for the plans were as follows:
At February 28
(Amounts in millions) 2007 2006
Change in projected benefit obligation:
Projected benefit obligation at beginning of year ......... $273.3 $242.7
Service cost ................................................................... 2.7 2.8
Interest cost ................................................................... 15.3 13.8
Actuarial loss(a).............................................................. 2.8 16.8
Benefits paid ................................................................. (10.6) (4.6)
Special termination benefit ........................................... – 1.8
Curtailment(b) ................................................................ (0.9) –
Projected benefit obligation at end of year ................... $282.6 $273.3
Change in plan assets:
Fair value of plan assets at beginning of year............... $252.6 $226.9
Actual return on plan assets .......................................... 29.5 29.8
Employer contributions................................................. 5.1 0.5
Benefits paid ................................................................. (10.6) (4.6)
Fair value of plan assets at end of year ......................... $276.6 $252.6
Reconciliation of funded status:
Funded status ................................................................ $ (6.0) $(20.7)
Unrecognized actuarial loss .......................................... – 29.9
Unrecognized prior service cost.................................... – 0.8
Net amount recognized ................................................. $ (6.0) $ 10.0
(a)
Actuarial loss for fiscal 2006 results primarily from changes in mortality assumptions and from the change in the discount rate from
5.75 percent to 5.65 percent.
(b)
Restructuring activities resulted in a curtailment of $0.9 million for the qualified plan in fiscal 2007.
The net amounts recognized on the consolidated balance sheets were as follows:
At February 28
(Amounts in millions) 2007 2006
Other assets ..................................................................... $ 10.6 $ 25.7
Other liabilities................................................................ (16.6) (16.8)
Other intangible assets, net ............................................. – 0.6
Accumulated other comprehensive income .................... – 0.3
Deferred income taxes on minimum pension liability .... – 0.2
Net amounts recognized.................................................. $ (6.0) $ 10.0
Amounts recognized in accumulated other comprehensive income consist of the following:
At February 28
(Amounts in millions, pretax) 2007
Net actuarial loss........................................................ $18.1
Amortization of prior service cost ............................. 0.6
Total ........................................................................... $18.7
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Net pension expense is included in cost of sales, buying and warehousing and selling, general and
administrative expenses on the consolidated statements of operations. The components of net pension expense for
the plans were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Service cost ..................................................................... $ 2.7 $ 2.8 $ 14.0
Interest cost ..................................................................... 15.3 13.8 15.6
Expected return on plan assets ........................................ (19.1) (18.0) (16.4)
Recognized prior service cost ......................................... 0.2 0.2 0.5
Recognized actuarial loss................................................ 2.5 1.1 5.0
Special termination benefit ............................................. – 1.8 –
Loss due to curtailment................................................... – – 1.1
Loss due to settlement(a) .................................................. 0.8 – –
Net pension expense ....................................................... $ 2.4 $ 1.7 $ 19.8
(a)
In fiscal 2007, Mr. McCollough received a $4.4 million lump-sum payment, which resulted in a loss due to settlement of $0.8 million.
Amounts in accumulated other comprehensive income expected to be recognized as components of net
pension expense in fiscal 2008 are as follows:
At February 29
(Amounts in millions, pretax) 2008
Net actuarial loss........................................................ $ 1.5
Amortization of prior service cost ............................. 0.2
Total ........................................................................... $ 1.7
Benefit obligations are determined using assumptions at the end of each fiscal year and are not impacted by
the expected rate of return on plan assets. The weighted average assumptions used in computing the benefit
obligations for the plans were as follows:
At February 28
2007 2006
Weighted average discount rate ........................................ 5.75% 5.65%
Rate of increase in compensation levels ........................... 5.00% 5.00%
Net pension expense is determined using assumptions at the beginning of each fiscal year. The weighted
average assumptions used in computing net pension expense for the plans were as follows:
At February 28
2007 2006 2005
Weighted average discount rate ........................................ 5.65% 5.75% 6.00%
Rate of increase in compensation levels ........................... 5.00% 5.00% 5.00%
Expected rate of return on plan assets............................... 8.25% 8.25% 8.25%
At the end of each fiscal year, the company determines the weighted average discount rate used to calculate
the present value of plan liabilities. The discount rate is an estimate of the interest rate at which the pension
liabilities could be effectively settled at the end of the year. When estimating the discount rate, the company
reviews yields available on high-quality, fixed income debt instruments. The company reviewed high-quality
corporate bond indices in addition to a hypothetical portfolio of corporate bonds constructed with maturities that
approximate the expected timing of our anticipated benefit payments.
The percentage composition of assets held by the pension plan was as follows:
At February 28
2007 2006
Domestic equity ................................................................ 74% 74%
International equity ........................................................... 21 22
Cash and cash equivalents ................................................ 1 –
Other ................................................................................. 4 4
Total .................................................................................. 100% 100%
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The company uses a calculated market-related value of pension plan assets to determine the expected return
on pension plan assets. The calculated market-related value of the plan assets is different from the actual or fair
market value of the assets. The fair market value is the value of the assets at a point in time that is available to
make payments to pension plan participants and to cover transaction costs. The calculated market-related value
recognizes changes in fair value on a straight-line basis over a five-year period. This recognition method spreads
the effects of year-over-year volatility in the financial markets over that period of years.
The plan’s overall investment objective is to provide a long-term return that, along with company
contributions, is expected to meet future benefit payment requirements. The company engages a third party to
advise the company on both asset allocations and individual fund managers. On January 30, 2007, the company
revised its plan’s target asset allocation to 60 percent fixed income and 40 percent equity. The plan’s target
allocation is determined by taking into consideration the amounts and timing of projected liabilities, the company’s
funding policies and expected returns on various asset classes. Plan assets did not include any shares of the company’s
common stock at February 28, 2007, or February 28, 2006.
The company did not make a contribution to the defined benefit pension plan during fiscal 2007 or fiscal
2006. Company contributions to the defined benefit pension plan were $18.0 million in fiscal 2005. No
contributions are required during fiscal 2008 under applicable law for this pension plan. The company intends to
make any contributions necessary to meet ERISA minimum funding standards and intends to make additional
contributions as needed to ensure that the fair value of plan assets at February 29, 2008, exceeds the accumulated
benefit obligation. The company does not expect to make a contribution in fiscal 2008. The accumulated benefit
obligation for the defined benefit pension plan was $258.7 million at February 28, 2007, and $248.2 million at
February 28, 2006.
During fiscal 2007, Congress passed the Pension Protection Act of 2006. The Act introduces new funding
requirements for defined benefit pension plans, introduces benefit limitations for underfunded plans and raises tax
deduction limits for contributions. Required funding under the Act will be dependent upon many factors, including,
among other things, the pension plan’s future funded status and plan asset returns. The Act’s primary effect will be
to change the minimum funding requirements for plan years beginning in fiscal 2008. Until regulations are issued
by the Department of Treasury, the financial effect is uncertain. However, the changes in the timing and amount of
required contributions are not expected to be materially different from current projections.
The expected benefit payments of the defined benefit pension plan for the next 10 fiscal years are as
follows:
(Amounts in
Fiscal Year millions)
2008 .............................................. $ 4.9
2009 .............................................. $ 5.3
2010 .............................................. $ 5.9
2011 .............................................. $ 6.6
2012 .............................................. $ 7.4
2013 through 2017 ........................ $ 54.1
The accumulated benefit obligation under the benefit restoration plan was $14.3 million at February 28,
2007, and $16.8 million at February 28, 2006. Company contributions to the benefit restoration plan were $5.1
million in fiscal 2007, $0.5 million in fiscal 2006 and in fiscal 2005. The benefit payments for fiscal 2007 include a
lump-sum payment to Mr. McCollough of $4.4 million. A contribution of $0.7 million, which is equal to the
expected benefit payments, is expected to be made to this plan during fiscal 2008.
The expected benefit payments of the benefit restoration plan for the next 10 years are as follows:
(Amounts in
Fiscal Year millions)
2008 .............................................. $ 0.7
2009 .............................................. $ 0.8
2010 .............................................. $ 0.8
2011 .............................................. $ 0.9
2012 .............................................. $1.0
2013 through 2017 ........................ $5.9
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(B) 401 (k) Plan and Registered Retirement Savings Plan: The company sponsors a 401(k) plan for
domestic segment employees meeting eligibility criteria. Under the plan, eligible employees can contribute up to 40
percent of their eligible compensation up to the annual limit designated by the Internal Revenue Service. The
company matches $1.00 for each $1.00 contributed by an employee on the first 3 percent of an employee’s eligible
compensation, and $0.50 for each $1.00 on the next 2 percent of an employee’s eligible compensation. Effective
August 1, 2006, the company amended the plan to allow employee deferrals after 3 months of service with the
company match starting after 1 year of service. The company’s expense for this plan was $10.2 million in fiscal
2007, $9.4 million in fiscal 2006 and $3.6 million in fiscal 2005 and is included in cost of sales, buying and
warehousing and selling, general and administrative expenses on the consolidated statements of operations.
The company sponsors a group registered retirement savings plan for all international segment employees,
under which full-time and qualifying part-time employees with at least 12 months of service may join the plan and
contribute up to 3 percent of their salaries. Employee contributions are matched dollar for dollar by the company.
Both employee and employer contributions are invested in a broad range of investment options. After membership
in the plan for 12 months, an employee may elect to contribute up to an additional 2 percent of an employee’s
salary to the plan, which is also matched dollar for dollar by the company. These additional contributions are also
invested in a broad range of investment options. The company’s expense for this plan was $0.7 million in fiscal
2007, $0.8 million in fiscal 2006 and $0.6 million in fiscal 2005 and is included in selling, general and
administrative expenses on the consolidated statements of operations.
16. DISCONTINUED OPERATIONS
(A) Rogers Plus® Stores: Effective January 28, 2007, the company returned the management of 92 Rogers
Plus® stores to Rogers Wireless Inc. in accordance with the Amending Agreement dated March 27, 2004, between
Rogers Wireless Inc. and InterTAN Canada Ltd.
For fiscal year 2007, the income from discontinued operations for these stores totaled $5.4 million, which is
net of tax of $2.8 million. For fiscal 2006, the income from discontinued operations for these stores totaled $3.7
million, which is net of $2.0 million of income taxes. For fiscal 2005, the loss from discontinued operations for
these stores was $3.8 million, which is net of $2.0 million of income taxes.
(B) Domestic Segment Operation: The company closed a domestic segment operation in fiscal 2007 that
previously had been held for sale. For fiscal 2007, the loss totaled $4.8 million, which is net of $2.9 million of
income taxes. The net loss includes the loss from operations, asset write-offs and impairment charges. For fiscal
2006, the loss from discontinued operations totaled $5.3 million, which is net of $3.0 million of income taxes. The
net loss from discontinued operations for fiscal 2006 includes the write-down to estimated fair value less cost to sell
the operation.
(C) MusicNow LLC: The company sold a domestic segment subsidiary, MusicNow, LLC, in fiscal 2006.
For fiscal 2006, the loss from discontinued operations totaled $3.7 million, which is net of $2.1 million of income
taxes. The net loss from discontinued operations for fiscal 2006 includes an after-tax charge of $4.9 million for the
loss on the disposal. For fiscal 2005, the loss from MusicNow was $4.4 million, which is net of $2.6 million of
income taxes.
(D) Bankcard Operation: On November 18, 2003, the company completed the sale of its bankcard finance
operation to FleetBoston Financial. For fiscal 2007, the loss relates to income tax expense resulting from a revision
of management’s estimate regarding certain tax uncertainties. For fiscal 2005, the loss from the discontinued
bankcard operation totaled $1.2 million, which is net of $0.7 million of income taxes, and is comprised of post-
closing adjustments related to the sale of the bankcard operation.
(E) Divx: In fiscal 2000, Digital Video Express announced that it would cease marketing the Divx home
video system and discontinue operations. The provision for commitments under licensing agreements was reduced
$4.6 million in fiscal 2005, reducing accrued expenses and other current liabilities related to the former Divx
operations to zero on the consolidated balance sheet at February 28, 2005. This reduction benefited the fiscal 2005
results from discontinued operations by $3.0 million. The company has no further commitments related to the Divx
operation.
17. SEGMENT INFORMATION
The company has two reportable segments: its domestic segment and its international segment. The
company identified these segments based on its management reporting structure and the nature of the products and
services offered by each segment. The domestic segment is primarily engaged in the business of selling brand-name
consumer electronics, personal computers, entertainment software, and related services in the United States. The
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international segment is primarily engaged in the business of selling private-label and brand-name consumer
electronics in Canada.
Prior to the second quarter of fiscal 2005, the company had another reportable segment, its finance
operation. The company completed the sale of its private-label finance operation, comprised of its private-label and
co-branded Visa credit card programs, to Chase Card Services on May 25, 2004. Results from the private-label
finance operation are included in finance income on the consolidated statement of operations for fiscal 2005. See
Note 20, Finance Income, for additional discussion. The company entered into an arrangement under which Chase
Card Services is offering private-label and co-branded credit cards to new and existing customers and providing
credit card services to all cardholders. The net results from that arrangement are included in net sales on the
consolidated statements of operations and are included in the domestic segment.
Revenue by reportable segment and the reconciliation to the consolidated statements of operations were as
follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $11,859.6 $10,974.0 $10,014.6
International segment(a) ................................................ 570.2 540.2 398.9
Finance operation......................................................... – – 28.1
Total revenues.............................................................. 12,429.8 11,514.2 10,441.6
Less: securitization income(b) ....................................... – – 28.1
Net sales ....................................................................... $12,429.8 $11,514.2 $10,413.5
(a)
The international segment’s revenue is included from May 12, 2004, when Circuit City acquired a controlling interest in InterTAN,
Inc.
(b)
Securitization income is included in finance income, which reflects the results of the finance operation and is reported separately from
net sales on the consolidated statement of operations for fiscal 2005.
The net (loss) earnings from continuing operations by reportable segment were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $ 97.1 $154.8 $41.1
International segment(a,b) .............................................. (107.3) (7.3) 15.9
Finance operation......................................................... – – 3.5
Net (loss) earnings from continuing operations ........... $ (10.2) $147.4 $60.6
(a)
In fiscal 2007, the company recorded an impairment charge of $92.0 million associated with its international segment’s goodwill. The
impairment charge is not deductible for tax purposes.
(b)
The international segment’s net (loss) earnings from continuing operations are included from May 12, 2004, when Circuit City
acquired a controlling interest in InterTAN, Inc.
The income tax expense (benefit) from continuing operations by reportable segment was as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $36.6 $89.6 $23.7
International segment(a,b) .............................................. (6.1) (3.6) 10.6
Finance operation......................................................... – – 2.0
Income tax expense...................................................... $30.5 $86.0 $36.4
(a)
In fiscal 2007, the company recorded an impairment charge of $92.0 million associated with its international segment’s goodwill. The
impairment charge is not deductible for tax purposes.
(b)
The international segment’s income tax expense is included from May 12, 2004, when Circuit City acquired a controlling interest in
InterTAN, Inc.
Page 74 of 83
Total assets by reportable segment were as follows:
At February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $3,657.5 $3,594.4 $3,405.3
International segment................................................... 349.8 474.6 434.7
Total assets................................................................... $4,007.3 $4,069.0 $3,840.0
Goodwill and other intangible assets, net of accumulated amortization, by reportable segment were as
follows:
At February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $ 0.3 $ 5.3 $ 5.3
International segment................................................... 140.8 249.1 241.9
Goodwill and other intangible assets, net .................... $141.1 $254.4 $247.2
Depreciation and amortization by reportable segment were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $165.9 $149.3 $143.9
International segment................................................... 15.6 13.9 9.5
Total depreciation and amortization ............................ $181.5 $163.2 $153.4
Purchases of property and equipment by reportable segment were as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $274.8 $231.9 $252.3
International segment................................................... 10.9 22.6 9.2
Total purchases of property and equipment................. $285.7 $254.5 $261.5
Interest income by reportable segment was as follows:
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Domestic segment........................................................ $26.5 $21.3 $14.1
International segment................................................... 0.7 0.5 0.3
Total interest income.................................................... $27.2 $21.8 $14.4
The percent of domestic segment net sales by category is as follows:
Years Ended February 28
2007 2006 2005
Video................................................ 42 % 42 % 39 %
Information technology.................... 25 25 28
Audio ............................................... 15 15 14
Entertainment................................... 11 11 12
Warranty, services and other(a) ......... 7 7 7
Net sales ........................................... 100 % 100 % 100 %
(a)
Warranty, services and other includes extended warranty net sales; revenues from computer-related services, mobile installations,
home theater installations and product repairs; net financing; and revenues received from third parties for services subscriptions.
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The percent of international segment net sales by category is as follows:
Years Ended February 28
2005(b)
2007 2006
Video................................................ 19 % 19 % 18%
Information technology.................... 38 37 36
Audio ............................................... 33 32 33
Entertainment................................... 5 5 7
Warranty, services and other(a) ......... 5 7 6
Net sales ........................................... 100 % 100 % 100 %
(a)
Warranty, services and other includes extended warranty sales and product repair revenue.
(b)
The international segment’s sales are included from May 12, 2004, when Circuit City acquired a controlling interest in InterTAN,
Inc.
18. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION
The following table summarizes supplemental cash flow information.
Years Ended February 28
(Amounts in millions) 2007 2006 2005
Cash paid during the year for:
Interest ...................................................................................................... $ 1.5 $ 6.8 $ 4.9
Income taxes............................................................................................. $ 74.2 $ 94.2 $152.8
Supplemental schedule of non-cash investing and financing activities:
Capital lease obligations.............................................................................. $ 2.9 $ 26.2 $ 2.8
Non-cash capital expenditures..................................................................... $ 10.0 $ 20.2 $ 7.5
Increase in sale-leaseback receivables......................................................... $ 14.9 $– $ –
Reduction of liability related to the discontinued Divx operation............... $– $– $ 4.6
Acquisition of InterTAN:
Fair value of assets acquired:
Cash and cash equivalents ........................................................................ $ – $ – $ 30.6
Merchandise inventory ............................................................................. – – 88.8
Property and equipment, net..................................................................... – – 42.6
Goodwill................................................................................................... – – 185.4
Other intangible assets.............................................................................. – – 28.0
Other assets............................................................................................... – – 14.2
Total fair value of assets acquired ............................................................ – – 389.6
Less:
Liabilities assumed ................................................................................... – – 93.2
Cash acquired ........................................................................................... – – 30.6
Stock options issued ................................................................................. – – 6.5
Acquisition of InterTAN, net of cash acquired............................................ $ – $– $259.3
Other acquisitions:
Fair value of assets acquired........................................................................ $ – $ 13.6 $ 13.5
Less: liabilities assumed .............................................................................. – 0.3 4.0
Other acquisitions ........................................................................................ $ – $ 13.3 $ 9.5
19. ACQUISITION
On May 12, 2004, the company acquired a controlling interest in InterTAN, Inc. and on May 19, 2004,
completed its acquisition of 100 percent of the common stock of InterTAN for cash consideration of $259.3
million, which includes transaction costs and is net of cash acquired of $30.6 million. This acquisition was
accounted for using the purchase method. Accordingly, the company recorded the net assets at their estimated fair
values and included operating results in the consolidated financial statements since May 12, 2004. The company
allocated the purchase price to the acquired assets and liabilities using available information. The purchase price
allocation included goodwill of $185.4 million and identifiable intangible assets of $28.0 million. Goodwill is not
deductible for tax purposes. The identifiable intangible assets consist of contract-based intangibles and are
Page 76 of 83
amortized on a straight-line basis over their estimated useful lives. See Note 7, Goodwill and Other Intangible
Assets, and Note 18, Supplemental Consolidated Statements of Cash Flows Information, for additional discussion.
Selected unaudited pro forma financial information assuming the acquisition had been consummated at the
beginning of fiscal 2004 is as follows:
(Unaudited)
Year Ended February 28
2005
(Amounts in millions except per share data) Pro Forma
Net sales ............................................................................. $10,484.8
Net earnings from continuing operations........................... $ 60.7
Earnings per share from continuing operations ................. $ 0.31
20. FINANCE INCOME
Finance income includes the results from the company’s private-label finance operation through May 25,
2004, the date the company completed the sale of the operation.
Components of pretax finance income were as follows:
Year Ended February 28
(Amounts in millions) 2005
Securitization income............................................... $28.1
Less: Payroll and fringe benefit expenses ............... 7.6
Other direct expenses ..................................... 14.9
Finance income ........................................................ $ 5.6
Securitization income primarily is comprised of the gain on the sale of the credit card receivables generated
by the company’s private-label finance operation, income from the retained interests in the securitized receivables
and income related to servicing the securitized receivables, as well as the impact of increases or decreases in the
fair value of the retained interests.
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
(Amounts in millions First Quarter Second Quarter Third Quarter Fourth Quarter
2007(a)
except per share data) 2007 2006 2007 2006 2006 2007 2006
Net sales ............................... $ 2,596.6 $ 2,212.1 $ 2,818.5 $ 2,536.0 $ 3,060.0 $ 2,879.7 $ 3,954.7 $ 3,886.4
Gross profit........................... $ 635.8 $ 554.0 $ 670.1 $ 604.2 $ 675.8 $ 694.6 $ 946.6 $ 957.6
Net earnings (loss) from:
Continuing operations ........ $ 5.3 $ (12.3) $ 11.7 $ 2.7 $ (19.9) $ 9.1 $ (7.2) $ 148.0
Discontinued operations..... (0.7) (0.8) (1.6) (1.3) (0.5) 1.1 2.9 (4.3)
Cumulative effect of change
in accounting principles .. 1.8 – – – – – – (2.4)
Net earnings (loss) ............. $ 6.4 $ (13.1) $ 10.0 $ 1.3 $ (20.4) $ 10.1 $ (4.3) $ 141.4
Earnings (loss) per share:
Basic:
Continuing operations ........ $ 0.03 $ (0.07) $ 0.07 $ 0.01 $ (0.12) $ 0.05 $ (0.04) $ 0.86
Discontinued operations..... $ – $ – $ (0.01) $ (0.01) $ –$ 0.01 $ 0.02 $ (0.02)
Cumulative effect of change
in accounting principles .. $ 0.01 $ – – $ – $ –$ – $ –$ (0.01)
Earnings (loss) ................... $ 0.04 $ (0.07) $ 0.06 $ 0.01 $ (0.12) $ 0.06 $ (0.03) $ 0.82
Diluted:
Continuing operations ........ $ 0.03 $ (0.07) $ 0.07 $ 0.01 $ (0.12) $ 0.05 $ (0.04) $ 0.84
Discontinued operations..... $ – $ – $ (0.01) $ (0.01) $ –$ 0.01 $ 0.02 $ (0.02)
Cumulative effect of change
in accounting principles .. $ 0.01 $ – $ – $ – $ –$ – $ –$ (0.01)
Earnings (loss) ................... $ 0.04 $ (0.07) $ 0.06 $ 0.01 $ (0.12) $ 0.06 $ (0.03) $ 0.81
(a)
Third quarter results have been recast to correct errors primarily related to the timing of revenue recognition for Web-originated sales.
The impact of the correction was a reduction of net sales by $21 million, a decrease in gross profit by $7 million and an increase of the net
loss from continuing operations by $4.5 million. These amounts are included in fourth quarter results.
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Results shown above exclude results from discontinued operations. Year-to-date earnings per share are
calculated by dividing year-to-date earnings by the weighted average shares outstanding for the full year. Therefore,
year-to-date earnings per share may not equal the sum of the quarterly earnings per share.
During the third quarter of fiscal 2007, the company recorded tax adjustments related to the fiscal 2006 tax
provision. The adjustments totaled $1.9 million and resulted in a reduction to tax expense. The adjustments were
identified during the preparation of the fiscal 2006 tax return.
The results for the fourth quarter of fiscal 2007 include the following: an impairment charge of $92.0
million related to the goodwill associated with the international segment; expenses of $52.6 million associated with
store and facility closures and other restructuring activities, which primarily related to leases and severance; and a
reduction to tax expense of $2.6 million related to the revision of management estimates regarding tax
contingencies.
In fiscal 2006, the company identified errors in previously issued financial statements. Management
evaluated the impact of the errors in the consolidated financial statements for previously reported periods, on the
2006 fiscal year and on earnings trends. Based upon the evaluation, management concluded the errors and the
corrections of such errors were not material to the company’s financial statements taken as a whole and corrected
the errors in the fourth quarter of fiscal 2006. As a result, the company recognized an after-tax reduction in net
earnings of $3.2 million during the fourth quarter of fiscal 2006 that relates primarily to benefits recognized in the
first three quarters of fiscal 2006 for the estimated non-redemption of the rewards feature on the Circuit City
Rewards Credit Card. The company also recognized an after-tax benefit of $0.4 million during the fourth quarter of
fiscal 2006 to correct errors in lease accounting and for other matters in the consolidated financial statements for
prior fiscal years.
Page 78 of 83
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Circuit City Stores, Inc.:
We have audited the accompanying consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries (the
Company) as of February 28, 2007 and February 28, 2006, and the related consolidated statements of operations,
stockholders’ equity and comprehensive income, and cash flows for each of the fiscal years in the three-year period
ended February 28, 2007. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Circuit City Stores, Inc. and subsidiaries as of February 28, 2007 and February 28, 2006, and
the results of their operations and their cash flows for each of the fiscal years in the three-year period ended
February 28, 2007, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 3 to the consolidated financial statements, the Company adopted the provisions of Statement
of Financial Accounting Standard No. 123R (Revised 2004), “Share-Based Payment,” and the provisions of
Statement of Financial Accounting Standard No. 158, “Employers’ Accounting for Defined Benefit Pension and
Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” in fiscal 2007. In
addition, the Company adopted the provisions of FASB Interpretation No. 47, “Accounting for Conditional Asset
Retirement Obligations,” an interpretation of Statement of Financial Accounting Standard No. 143, “Asset
Retirement Obligations” in fiscal 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of Circuit City Stores, Inc.’s internal control over financial reporting as of
February 28, 2007, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 30,
2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal
control over financial reporting.
/S/KPMG LLP
Richmond, Virginia
April 30, 2007
Page 79 of 83
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Circuit City Stores, Inc.:
We have audited management’s assessment, included in the accompanying Management’s Report on Internal
Control over Financial Reporting, that Circuit City Stores, Inc. and subsidiaries (the Company) maintained
effective internal control over financial reporting as of February 28, 2007, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, evaluating management's
assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial
reporting as of February 28, 2007, is fairly stated, in all material respects, based on criteria established in Internal
Control—Integrated Framework issued by COSO. Also, in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of February 28, 2007, based on criteria established in
Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries as of February 28, 2007
and February 28, 2006, and the related consolidated statements of operations, stockholders’ equity and
comprehensive income, and cash flows for each of the fiscal years in the three-year period ended February 28,
2007, and our report dated April 30, 2007 expressed an unqualified opinion on those consolidated financial
statements.
/s/KPMG LLP
Richmond, Virginia
April 30, 2007
Page 80 of 83
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the company’s management, including the chief
executive officer and chief financial officer, the company has evaluated the effectiveness of its “disclosure controls
and procedures,” as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as
of the end of the period covered by this Annual Report on Form 10-K. Based upon their evaluation, the chief
executive officer and chief financial officer concluded that the company’s disclosure controls and procedures are
effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended. Under the supervision and with the participation of management, including our principal executive
officer and principal financial officer, we have conducted an evaluation of the effectiveness of internal control over
financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Based on our evaluation under the framework in Internal Control - Integrated Framework, our
management concluded that internal control over financial reporting was effective as of February 28, 2007.
Our management’s assessment of the effectiveness of internal control over financial reporting as of
February 28, 2007, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in
their report, which is included in this Annual Report on Form 10-K.
Changes in Control over Financial Reporting
There were no changes in the company’s internal control over financial reporting that occurred during the
quarter ended February 28, 2007, that have materially affected, or are reasonably likely to materially affect, the
company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors , Executive Officers and Corporate Governance.
The information appearing under the heading “Item One – Election of Directors” on pages 11 through 13 of
the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
The information appearing under the heading “Information Concerning the Board of Directors and Its
Committees” on pages 6 through 10 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this
item by reference.
The information appearing under the heading “Section 16(a) Beneficial Ownership Reporting Compliance”
on page 46 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
The company’s global code of business conduct is available on the company’s investor information
homepage at http://investor.circuitcity.com under the Corporate Governance heading.
Information concerning the company’s executive officers is included in Part I of this report under the
caption “Executive Officers of the Company.”
Item 11. Executive Compensation.
The information appearing under the heading “Compensation & Personnel Committee Report” on page 17
of the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
Page 81 of 83
The information appearing under the heading “Compensation Discussion & Analysis (CD&A)” on pages
17 through 26 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
The information appearing under the heading “2007 Executive Compensation” on pages 27 through 34 of
the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
The information appearing under the heading “Post-Employment Compensation” on pages 35 through 37
of the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
The information appearing under the heading “Potential Payments Upon Termination or Change-In-
Control” on pages 38 through 42 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this
item by reference.
The information appearing under the heading “2007 Non-Employee Director Compensation” on pages 14
through 16 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
The information appearing under the heading “Beneficial Ownership of Securities” on pages 43 through 45
of the company’s Proxy Statement dated April 27, 2007 is incorporated in this item by reference.
The information appearing under the heading “Equity Compensation Plans Information” on page 45 of the
company’s Proxy Statement dated April 27, 2007, is incorporated in this item by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information appearing under the heading “Information Concerning the Board of Directors and Its
Committees” on pages 6 through 10 of the company’s Proxy Statement dated April 27, 2007, is incorporated in this
item by reference.
Item 14. Principal Accountant Fees and Services.
The information appearing under the heading “Item Two - Ratification of Appointment of Independent
Registered Public Accounting Firm” on page 48 of the company’s Proxy Statement dated April 27, 2007, is
incorporated in this item by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following are filed as a part of this report.
1. Financial Statements. All financial statements as set forth under Item 8 of this report.
2. Financial Statement Schedules. The following financial statement schedules of Circuit City Stores,
Inc. for the fiscal years ended February 28, 2007, February 28, 2006, and February 28, 2005, are
filed in as part of this report and should be read in conjunction with the consolidated financial
statements of Circuit City Stores, Inc. and the notes thereto, described in Item 15(a)1.
Schedule II Valuation and Qualifying Accounts and Reserves S-1
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule S-2
Schedules not listed above have been omitted because they are not applicable or are not required or
the information required to be set forth therein is included in the consolidated financial statements or
notes thereto.
3. Exhibits. The exhibits listed on the accompanying Exhibit Index immediately following the
financial schedules are filed as part of, or are incorporated by reference into, this report.
Page 82 of 83
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CIRCUIT CITY STORES, INC.
April 30, 2007 By: /s/Philip J. Schoonover
Philip J. Schoonover
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities indicated.
/s/Philip J. Schoonover /s/Michael E. Foss
Philip J. Schoonover Michael E. Foss
Chairman, President and Chief Executive Officer, Principal Financial Officer,
Director (Principal Executive Officer) Director
April 30, 2007 April 30, 2007
/s/Philip J. Dunn Ronald M. Brill*
Philip J. Dunn Ronald M. Brill
Senior Vice President, Treasurer, Controller and Director
Chief Accounting Officer (Principal Accounting Officer)
April 30, 2007
Carolyn H. Byrd* Ursula O. Fairbairn*
Carolyn H. Byrd Ursula O. Fairbairn
Director Director
Barbara S. Feigin* James F. Hardymon*
Barbara S. Feigin James F. Hardymon
Director Director
Alan Kane* Allen B. King*
Alan Kane Allen B. King
Director Director
Mikael Salovaara* J. Patrick Spainhour*
Mikael Salovaara J. Patrick Spainhour
Director Director
Carolyn Y. Woo*
Carolyn Y. Woo
Director
*By: /s/Philip J. Schoonover
Philip J. Schoonover
Attorney-In-Fact
April 30, 2007
Page 83 of 83
Schedule II
Circuit City Stores, Inc.
Valuation and Qualifying Accounts and Reserves
(Amounts in thousands)
Balance at Charged to Charged Charge-offs Balance at
Beginning Costs and to Other less End of
Accounts(a)
Description of Year Expenses Recoveries Year
Year ended February 28, 2005:
Allowance for doubtful accounts $ 547 $ 2,420 $ – $ (2,847) $ 120
$ 186(b)
Sales returns and allowances $ 4,739 $ 814 $ – $ 5,739
Inventory loss reserve $ 4,350 $ 35,270 $ – $ (34,270) $ 5,350
Year ended February 28, 2006:
Allowance for doubtful accounts $ 120 $ 5,386 $ – $ (5,295) $ 211
$ 133(b)
Sales returns and allowances $ 5,739 $ – $ – $ 5,872
Inventory loss reserve $ 5,350 $ 45,581 $ – $ (45,809) $ 5,122
Year ended February 28, 2007:
Allowance for doubtful accounts $ 211 $ 8,298 $ – $ (7,638) $ 871
$ (121)(b)
Sales returns and allowances $ 5,872 $ – $ – $ 5,751
Inventory loss reserve $ 5,122 $ 49,219 $ – $ (49,403) $ 4,938
(a)
Includes InterTAN’s balance as of May 12, 2004.
(b)
Represents increase (decrease) in the required reserve based on the company’s evaluation of estimated sales returns.
S-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Circuit City Stores, Inc:
Under date of April 30, 2007, we reported on the consolidated balance sheets of Circuit City Stores, Inc. and
subsidiaries (the Company) as of February 28, 2007 and February 28, 2006, and the related consolidated financial
statements of operations, stockholder’s equity and comprehensive income, and cash flows for each of the fiscal
years in the three-year period ended February 28, 2007, as contained in the 2007 annual report to shareholders. In
connection with our audits of the aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in Item 15(a)2 of this Form 10-K. This financial statement
schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material aspects, the information set forth therein.
/s/KPMG LLP
Richmond, Virginia
April 30, 2007
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EXHIBIT INDEX
Articles of Incorporation and Bylaws
3.1 Circuit City Stores, Inc. Amended and Restated Articles of Incorporation, effective February 3, 1997, as
amended through August 16, 2005, filed as Exhibit 3.1 to the company’s Form 8-A/A filed September 13,
2005 (File No. 1-5767), are expressly incorporated herein by this reference.
3.2 Circuit City Stores, Inc. Bylaws, as amended and restated April 17, 2007, filed as Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed April 19, 2007 (File No. 1-5767), are expressly incorporated
herein by this reference.
Material Contracts
10.1 Circuit City Stores, Inc. 2000 Non-Employee Directors Stock Incentive Plan, as Amended and Restated,
Effective December 14, 2006, filed as Exhibit 10.2 to the company’s Quarterly Report on form 10-Q for
the quarter ended November 30, 2006 (File No. 1-5767), is expressly incorporated herein by this
reference.*
10.2 Circuit City Stores, Inc. 2003 Stock Incentive Plan, as Amended and Restated, Effective December 14,
2006, filed as Exhibit 10.1 to the company’s Quarterly Report on form 10-Q for the quarter ended
November 30, 2006 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.3 Circuit City Stores, Inc. 1994 Stock Incentive Plan, as amended as of January 24, 1997, filed as Annex III
to the company’s Definitive Proxy Statement dated December 24, 1996, for a Special Meeting of
Shareholders held on January 24, 1997 (File No. 1-5767), is expressly incorporated herein by this
reference.*
10.4 Amendments effective June 13, 2000, to the Circuit City Stores, Inc. 1994 Stock Incentive Plan as
amended, filed as Exhibit 10 to the company’s Quarterly Report on form 10-Q for the quarter ended May
31, 2000 (File No. 1-5767), are expressly incorporated herein by this reference.*
10.5 Amendment effective June 15, 1999, to the Circuit City Stores, Inc. 1994 Stock Incentive Plan as
amended, filed as Exhibit 10 to the company’s Quarterly Report on form 10-Q for the quarter ended May
31, 1999 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.6 InterTAN, Inc. Amended and Restated 1996 Stock Option Plan, filed as Exhibit 10.3 to the company’s
Quarterly Reports on Form 10-Q for the quarter ended August 31, 2004 (File NO. 1-5767), is expressly
incorporated herein by this reference.*
10.7 Form of Non-Qualified Stock Option Grant Letter, filed as exhibit 10.3 to the company’s Quarterly Report
on Form 10-Q for the quarter ended May 31, 2005 (File No. 1-5767), is expressly incorporated herein by
this reference.*
10.8 Form of Time-based Restricted Stock Award Letter, filed as exhibit 10.5 to the company’s Current Report
on Form 8-K filed June 29, 2006 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.9 Form of Performance Accelerated Restricted Stock Award Letter, filed as exhibit 10.4 to the company’s
Current Report on Form 8-K filed June 29, 2006 (File No. 1-5767), is expressly incorporated herein by this
reference.*
10.10 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, filed as Exhibit 10.2 to the
company’s Current Report on Form 8-K filed June 29, 2006 (File No. 1-5767), is expressly incorporated
herein by this reference.*
10.11 Employment agreement between the company and Philip J. Schoonover effective October 4, 2004, filed as
Exhibit 10.1 to the company’s Current Report on Form 8-K filed October 4, 2004 (File No. 1-5767), is
expressly incorporated herein by this reference.*
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10.12 Employment agreement between the company and Michael E. Foss effective February 6, 2004, filed as
Exhibit 10.17 to the company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005
(File No. 1-5767), is expressly incorporated herein by this reference.*
10.13 Letter agreement between the company and Michael E. Foss effective April 17, 2007, filed herewith.*
10.14 Employment agreement between the company and George D. Clark, Jr. effective December 4, 2003, filed
herewith.*
10.15 Employment agreement between the company and Reginald D. Hedgebeth effective July 11, 2005, filed
herewith.*
10.16 Employment agreement between the company and Eric A. Jonas, Jr. effective July 26, 2004, filed
herewith.*
10.17 Employment agreement between the company and Brian E. Levy effective March 30, 2004, filed as Exhibit
10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2004 (File No. 1-
5767), is expressly incorporated herein by this reference.*
10.18 Retirement and Consulting Agreement between the company and W. Alan McCollough effective December
22, 2005, filed as Exhibit 10.2 to the company’s Quarterly Report on form 10-Q for the quarter ended
November 30, 2005 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.19 Letter Agreement between the company and Fiona P. Dias, filed as Exhibit 10.3 to the company’s Current
Report on Form 8-K filed June 29, 2006 (File No. 1-5767), is expressly incorporated herein by this
reference.*
10.20 Circuit City Stores, Inc. 2003 Annual Performance-Based Bonus Plan, filed as Appendix C to the
company’s Definitive Proxy Statement dated May 9,2003, for an Annual Meeting of Shareholders held on
June 17, 2003 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.21 Circuit City Stores, Inc. Restricted Stock Unit Deferral Program under the Circuit City Stores, Inc. 2000
Non-Employee Directors Stock Incentive Plan, filed as Exhibit 10.6 to the company’s Quarterly Report on
Form 10-Q for the quarter ended August 31, 2004 (File No. 1-5767), is expressly incorporated herein by
this reference.*
10.22 Circuit City Stores, Inc. Non-Employee Directors Deferred Compensation Plan, filed as Exhibit 10 to the
company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2000 (File No. 1-5767), is
expressly incorporated herein by this reference.*
10.23 Program for deferral of director compensation implemented October 1995 filed as Exhibit 10 (i) to the
company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 1995 (File No. 1-5767), is
expressly incorporated herein by this reference.*
10.24 Circuit City Stores, Inc. Benefit Restoration Plan, As Amended and Restated Effective February 28, 2005
and amended through December 2005, filed as Exhibit 10.1 to the company’s Quarterly Report on Form
10-Q for the quarter ended November 30, 2005 (File No. 1-5767), is expressly incorporated herein by this
reference.*
10.25 Circuit City Stores, Inc. Supplemental 401(k) Plan Effective March 1, 2005, filed as Exhibit 10.2 to the
company’s Current Report on Form 8-K filed October 29, 2004 (File No. 1-5767), is expressly
incorporated herein by this reference.*
10.26 The 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan as Amended and Restated Effective
August 17, 2004, field as Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the quarter
ended August 31, 2004 (File No. 1-5767), is expressly incorporated herein by this reference.*
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10.27 InterTAN Canada, Ltd. Stock Purchase Program, filed as Appendix B to the company’s Definitive Proxy
Statement dated May 13, 2005, for the Annual Meeting of Shareholders held on June 21, 2005 (File No. 1-
5767), is expressly incorporated herein by this reference.*
10.28 Amended and Restated Credit Agreement dated as of July 8, 2004, filed as Exhibit 10.1 to the company’s
Quarterly Report on Form 10-Q for the quarter ended August 31, 2004 (File No. 1-5767), is expressly
incorporated herein by this reference.
10.29 First Amendment to Amended and Restated Credit Agreement dated as of November 17, 2004, filed as
Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004
(File No.1-5767), is expressly incorporated herein by this reference.
10.30 Second Amendment to the Amended and Restated Credit Agreement and to Security Agreement, filed as
Exhibit 10.1 to the company’s Current Report on Form 8-K filed on July 21, 2005 (File No. 1-5767), is
expressly incorporated herein by this reference.
10.31 Third Amendment to the Amended and Restated Credit Agreement, dated as of October 18, 2005, filed as
Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2005
(File No. 1-5767), is expressly incorporated herein by this reference.
10.32 The Consumer Credit Card Program Agreement dated as of January 16, 2004, between Circuit City Stores,
Inc. and Bank One, Delaware, N.A., filed as Exhibit 10(r) to the company’s Annual Report on Form 10-K
for the fiscal year ended February 29, 2004 (File No. 1-5767), is expressly incorporated herein by this
reference.
10.33 Amendment to Program Agreement, dated as of May 25, 2004, between Circuit City Stores, Inc. and Bank
One, Delaware, N.A., filed as Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q for the quarter
ended August 31, 2004 (File No. 1-5767), is expressly incorporated herein by this reference.
10.34 Amendment #2 to Program Agreement, effective as of May 25, 2004, between Circuit City Stores, Inc. and
Bank One, Delaware, N.A., filed as Exhibit 10.8 to the company’s Quarterly Report on Form 10-Q for the
quarter ended August 31, 2004 (File No. 1-5767), is expressly incorporated herein by this reference.
10.35 Schedule of Non-Employee Director Compensation, filed as Exhibit 10.1 to the company’s Current Report
on Form 8-K filed June 29, 2006 (File No. 1-5767), is expressly incorporated herein by this reference.*
10.36 Schedule of Compensation for Named Executive Officers, filed herewith.*
21.1 Subsidiaries of the Company
23.1 Consent of Independent Registered Public Accounting Firm
24.1 Powers of Attorney
Rule 13a-14(a)/15d-14(a) Certifications
31.1 Certification of CEO under Rule 13a-14(a) of the Securities and Exchange Act of 1934
31.2 Certification of CFO under Rule 13a-14(a) of the Securities and Exchange Act of 1934
Section 1350 Certifications
32.1 Certification of CEO under Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of CFO under Section 906 of the Sarbanes-Oxley Act of 2002
*Indicates management contracts, compensatory plans or arrangements of the company required to be filed as an
exhibit.
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BOARD OF DIRECTORS
Audit Committee Member
PHILIP J. SCHOONOVER MICHAEL E. FOSS (1)
Compensation & Personnel Committee
(2)
Chairman, President and Principal Financial Officer
Member
Chief Executive Officer
JAMES F. HARDYMON (2,3) Nominating & Governance Committee
(3)
Retired, Chairman and Chief Executive
MIKAEL SALOVAARA (2,3)
Member
Lead Director; Private Investor; Officer, Textron Inc.; Lexington, Kentucky
Retired, Partner, Greycliff Partners;
ALAN KANE (2,3) CERTIFICATIONS
Morristown, New Jersey
Dean of the School of Business and Circuit City has submitted to the New York
Technology, Fashion Institute of Technology
RONALD M. BRILL(1) Stock Exchange (NYSE) a certification by its
Private Investor; Retired, Executive Vice (FIT); New York, New York chief executive officer that he is not aware
President and Chief Administrative Officer, of any violation by the company of NYSE
ALLEN B. KING (1)
The Home Depot, Inc.; Atlanta, Georgia corporate governance listing standards.
Chairman and Chief Executive Officer,
Circuit City also has filed with the Securities
Universal Corporation;
CAROLYN H. BYRD (1)
and Exchange Commission as exhibits to
Chairman and Chief Executive Officer, Richmond, Virginia
its Annual Report on Form 10-K for the
GlobalTech Financial, LLC; Atlanta, Georgia
J. PATRICK SPAINHOUR (1) year ended February 28, 2007, the certifi-
Chairman and Chief Executive Officer,
URSULA O. FAIRBAIRN (2,3) cations of its chief executive officer and
President and Chief Executive Officer, The ServiceMaster Company; chief financial officer required by Section
Fairbairn Group LLC; New York, New York Downers Grove, Illinois 302 of the Sarbanes-Oxley Act of 2002.
BARBARA S. FEIGIN (2,3) CAROLYN Y. WOO (1)
Consultant; Retired, Executive Vice Dean, Mendoza College of Business,
President, Worldwide Director of University of Notre Dame;
Strategic Services, Grey Global Group, Inc.; South Bend, Indiana
New York, New York
EXECUTIVE OFFICERS
PHILIP J. SCHOONOVER REGINALD D. HEDGEBETH STEVEN P. PAPPAS
Chairman, President and Senior Vice President Senior Vice President
Chief Executive Officer General Counsel and Secretary President – Small Stores
GEORGE D. CLARK, JR. ERIC A. JONAS, JR. MARC J. SIEGER
Executive Vice President Senior Vice President Senior Vice President
Multi-Channel Sales Human Resources General Manager – Services
MICHAEL E. FOSS JOHN J. KELLY PETER C. WEEDFALD
Principal Financial Officer Senior Vice President Senior Vice President
General Merchandise Manager Chief Marketing Officer
DAVID L. MATHEWS
Executive Vice President IRYNNE V. MACKAY MARSHALL J. WHALING
Merchandising, Services and Marketing Senior Vice President Senior Vice President
General Merchandise Manager Retail Operations
RONALD G. CUTHBERTSON
Senior Vice President WILLIAM E. MCCOREY JR. RANDALL W. WICK
Supply Chain and Inventory Management Senior Vice President Senior Vice President
Chief Information Officer General Merchandise Manager
PHILIP J. DUNN
Senior Vice President
Treasurer and Controller
SHAREHOLDER INFORMATION
CORPORATE OFFICES INDEPENDENT REGISTERED SHAREHOLDER INQUIRIES
Circuit City Stores, Inc. Office of Investor Relations
PUBLIC ACCOUNTING FIRM
9950 Mayland Drive KPMG LLP (804) 527-4038
Richmond, Virginia 23233-1464 Richmond, Virginia
SECURITIES ANALYST INQUIRIES
Bill Cimino
ANNUAL MEETING TRANSFER AGENT AND REGISTRAR
June 26, 2007, 10:00 a.m. Wells Fargo Shareowner Services Director of Corporate Communications
The Jepson Alumni Center South St. Paul, Minnesota (804) 418-8163
The University of Richmond (800) 401-1957
WEB SITE
Richmond, Virginia http://www.wellsfargo.com/com/
www.circuitcity.com
shareowner_services
STOCK INFORMATION
INVESTOR INFORMATION WEB SITE
Listed on the New York Stock Exchange
http://investor.circuitcity.com
Circuit City NYSE symbol: CC
There were approximately 4,900 share-
holders of record at February 28, 2007.
CIRCUIT CITY STORES, INC. | ANNUAL REPORT 2007
We have combined the Annual Report, Notice of Annual Meeting, Proxy Statement, and Form 10-K to reduce costs and return more value to
our shareholders. In keeping with our commitment to corporate responsibility, this book is printed on paper that contains post-consumer
recycled content. Please help us preserve the environment by choosing to receive shareholder materials electronically.
CIRCUIT CITY STORES, INC. | 9950 MAYLAND DRIVE | RICHMOND, VIRGINIA 23233-1464
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