During
the fourth quarter of fiscal 2001, we acquired the common stock of
Magnolia Hi-Fi for $88 in cash, including transaction costs, and
the common stock of Musicland for $425, including transaction
costs, plus long-term debt valued at $271. The acquisitions were
accounted for using the purchase method in accordance with APB
Opinion No. 16, Business Combinations, and No. 17, Intangible
Assets. The allocation of the purchase prices to the assets
and liabilities acquired was finalized in the fourth quarter of
fiscal 2002 and resulted in goodwill of $395, of which $326 is
non-deductible for tax purposes. The goodwill was being amortized
on a straight-line basis over 20 years and is included in selling,
general and administrative expenses. Goodwill amortization
associated with the acquisitions of Magnolia Hi-Fi and Musicland
will cease at the beginning of fiscal 2003 with the adoption of
SFAS No. 142. Application of the nonamortization provision of the
new standard is expected to result in an increase in our net
earnings of approximately $18 per year.
The following
unaudited pro forma data sets forth the consolidated results of
operations as though Musicland and Future Shop had been acquired
as of the beginning of fiscal 2001:

Pro forma
information related to the acquisition of Magnolia Hi-Fi is not
presented, as the operating results of Magnolia Hi-Fi would not
have had a material impact on our results of operations.
The pro forma
results include goodwill amortization of $16, for Musicland only,
and other adjustments, principally the loss of interest income on
cash used to finance the acquisitions. The pro forma results for
fiscal 2001 exclude costs expected to be incurred in connection
with the
integration and transformation of acquired businesses. The pro
forma results are not necessarily indicative of what actually
would have occurred had the acquisitions been completed as of the
beginning of fiscal 2001, nor are they necessarily indicative of
future consolidated results.
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