8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2002

Best Buy Co., Inc.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)

1-9595	41-0907483
(Commission File Number)	(IRS Employer Identification No.)
7075 Flying Cloud Drive Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 947-2000

N/A

(Former name or former address, if changed since last report.)

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(c)Exhibits

The following is filed as an Exhibit to this Report.

Exhibit No.	Description of Exhibit
99	Press release issued August 8, 2002. Any internet addresses provided in this release are for information purposes only and are not intended to be hyperlinks.  Accordingly, no information in any of these internet addresses is included herein.

ITEM 9.           REGULATION FD DISCLOSURE.

Pursuant to Regulation FD, information is being furnished with respect to Best Buy Co., Inc.’s earnings outlook for the second quarter ending August 31, 2002.

The related press release issued August 8, 2002 is filed as Exhibit No. 99 to this Report.  Best Buy Co., Inc.’s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about us.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEST BUY CO., INC. (Registrant)
Date: August 8, 2002	By:	/s/ Darren R. Jackson
	Name:		Darren R. Jackson
	Title:		Executive Vice President — Finance and Chief Financial Officer

2

EX-99

	Exhibit 99
	For Immediate Release Media Contact: Lisa Hawks Director of Public Relations (952) 947-2450 or lisa.hawks@bestbuy.com Investor Contact: Shannon Burns, CFA Senior Investor Relations Manager (952) 996-4489 or shannon.burns@bestbuy.com

Best Buy Lowers Outlook
for Second Quarter Based on Sales

MINNEAPOLIS, Aug. 8, 2002 — Best Buy Co., Inc. (NYSE: BBY) today lowered its earnings outlook for its fiscal second quarter, ending Aug. 31, 2002, to a range of 17 to 21 cents per diluted share, compared with the Company’s prior guidance of 30 to 32 cents per diluted share. The First Call second-quarter consensus estimate as of Aug. 7, 2002, was 32 cents per diluted share. The Company’s earnings in the second quarter of fiscal 2002 were 26 cents per diluted share. The Company also said that it expects its comparable store sales comparison for the second quarter to be modestly positive, versus prior guidance of a 4- to 5-percent gain.

In revising its outlook, the Company cited declines in consumer confidence resulting in flat comparable store sales in the past four weeks, which reflected general softening across most product categories.

“Our June results were in line with our expectations, but comparable store sales softened significantly in July, finishing the month essentially flat,” said Brad Anderson, vice chairman and CEO of Best Buy Co., Inc. “In light of the environment, we are closely monitoring sales and inventories, and identifying ways to pare expenses in the second half.”

The Company’s second-quarter sales release is scheduled for Thursday, Sept. 5, prior to the market open. Consistent with prior practices, the Company expects to update its EPS guidance for the second quarter along with the second-quarter sales release. The quarter’s earnings release and conference call is scheduled for Tuesday, Sept. 17.

Statements made in this news release, other than those concerning historical financial information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are based on management’s beliefs and assumptions regarding information currently available, and are made pursuant to the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those expressed in the forward-looking statements. Factors that could cause results to vary include, among others, those expressed in the Company’s filings with the Securities and Exchange Commission. The Company has no obligation to publicly update or revise any of the forward-looking statements that may be in this news release.

About Best Buy Co., Inc.

Minneapolis-based Best Buy Co., Inc. (NYSE: BBY) is the nation’s No. 1 specialty retailer of consumer electronics, personal computers, entertainment software and appliances. The Company operates retail stores and commercial Web sites under the names: Best Buy (BestBuy.com), Magnolia Hi-Fi, Media Play (MediaPlay.com), On Cue (OnCue.com), Sam Goody (SamGoody.com) and Suncoast (Suncoast.com). The Company reaches consumers through more than 1,800 retail stores nationwide, in Puerto Rico and the U.S. Virgin Islands.

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