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, 2002

                                       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 No.: 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, VA                                   23233
(Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (804) 527-4000

           Securities registered pursuant to Section 12(b)of the Act:


 

                                                                                  Name of Each Exchange
             Title of Each Class                                                  on Which Registered
Circuit City Stores, Inc.-Circuit City Group Common Stock, Par Value $0.50       New York Stock Exchange
Circuit City Stores, Inc.-CarMax Group Common Stock, Par Value $0.50             New York Stock Exchange

Rights to Purchase Preferred Stock,
Series E, Par Value $20.00                                                       New York Stock Exchange
Series F, Par Value $20.00                                                       New York Stock Exchange


         Securities registered pursuant to Section 12(g) of the Act: None

         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 |X| No ___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  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 [|X|].

         On April 30, 2002, the Company had  outstanding  209,845,675  shares of
Circuit  City Group Common  Stock and  37,030,117  shares of CarMax Group Common
Stock.  The aggregate  market value of the common shares held by  non-affiliates
(without  admitting that any person whose shares are not included in determining
such value is an affiliate)  was  $4,524,272,753  for the Circuit City Group and
$1,092,388,452 for the CarMax Group based upon the closing price of these shares
as reported by the New York Stock Exchange on April 30, 2002.

                                  Page 1 of 22


                       DOCUMENTS INCORPORATED BY REFERENCE


         Portions of the following  documents are  incorporated  by reference in
Parts I, II, III and IV of this Form 10-K Report: (1) Pages 23 through 97 of the
Company's  Annual Report to Stockholders  for the fiscal year ended February 28,
2002,  (Parts  I, II and IV) and  Supplement  to  Annual  Report -  Management's
Discussion and Analysis of Results of Operations and Financial Condition and (2)
"Item One -  Election  of  Directors,"  "Beneficial  Ownership  of  Securities,"
"Compensation of Executive  Officers,"  "Compensation of Directors" and "Section
16(a)  Beneficial  Ownership  Reporting  Compliance" in the May 10, 2002,  Proxy
Statement,  furnished to shareholders of the Company in connection with the 2002
Annual Meeting of such shareholders (Part III).

 


                                TABLE OF CONTENTS
Item                                                                                            Page

PART I

1.   Business                                                                                    3

2.   Properties                                                                                 13

3.   Legal Proceedings                                                                          15

4.   Submission of Matters to a Vote of Security Holders                                        15

     Executive Officers of the Company                                                          15

PART II

5.   Market for the Company's Common Equity and Related Stockholder Matters                     17

6.   Selected Financial Data                                                                    17

7.   Management's Discussion and Analysis of Results of Operations and Financial Condition      17

7a.  Quantitative and Qualitative Disclosures about Market Risk                                 17

8.   Financial Statements and Supplementary Data                                                17

9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       18

PART III

10.  Directors and Executive Officers of the Company                                            18

11.  Executive Compensation                                                                     18

12.  Security Ownership of Certain Beneficial Owners and Management                             18

13.  Certain Relationships and Related Transactions                                             18

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                            18


                                  Page 2 of 22

                                     PART I

Item 1.  Business.

         Circuit City Stores, Inc. (the Company) was incorporated under the laws
of the Commonwealth of Virginia in 1949. Its corporate  headquarters are located
at 9950 Mayland Drive,  Richmond,  Virginia.  Its retail  operations  consist of
Circuit City Superstores and mall-based Circuit City Express stores.  Certain of
the Company's subsidiaries operate CarMax Auto Superstores,  a used- and new-car
retail  business.  The Company has wholly owned finance  operations that provide
consumer revolving credit and automobile installment loans.

         In this document, the following terms and definitions are used:

         The Company  refers to Circuit  City  Stores,  Inc.  and  subsidiaries,
         including the Circuit City retail stores and related operations and the
         CarMax retail stores and related operations.

         Circuit City refers to the retail  operations  bearing the Circuit City
         name and to all  related  operations  such as  Circuit  City's  finance
         operation and product service.

         Circuit City Group refers to the Circuit City and Circuit  City-related
         operations and the shares of CarMax Group Common Stock reserved for the
         Circuit  City Group or for  issuance  to holders of Circuit  City Group
         Common Stock.

         CarMax  Group and CarMax refer to retail  locations  bearing the CarMax
         name and to all related operations such as CarMax's finance operation.

         Capital  Structure.  The common  stock of  Circuit  City  Stores,  Inc.
consists of two common stock series that are intended to reflect the performance
of the Company's two businesses. The Circuit City Group Common Stock is intended
to reflect the performance of the Circuit City stores and related operations and
the shares of CarMax Group  Common Stock  reserved for the Circuit City Group or
for  issuance to holders of Circuit City Group  Common  Stock.  The CarMax Group
Common  Stock is intended to reflect the  performance  of the CarMax  stores and
related operations.

         On February 22, 2002,  Circuit City  Stores,  Inc.  announced  that its
board of directors  had  authorized  management to initiate a process that would
separate the CarMax auto  superstore  business  from the Circuit  City  consumer
electronics  business  through a tax-free  transaction  in which  CarMax,  Inc.,
presently a wholly owned  subsidiary of Circuit City Stores,  Inc., would become
an  independent,   separately   traded  public  company.   CarMax,   Inc.  holds
substantially all of the businesses, assets and liabilities of the CarMax Group.
The  separation  plan  calls  for  Circuit  City  Stores,  Inc.  to  redeem  the
outstanding shares of CarMax Group Common Stock in exchange for shares of common
stock of CarMax,  Inc.  Simultaneously,  shares of CarMax,  Inc.  common  stock,
representing the shares of CarMax Group Common Stock reserved for the holders of
Circuit City Group Common Stock,  would be distributed as a tax-free dividend to
the holders of Circuit City Group Common Stock.

         In the  proposed  separation,  the holders of CarMax Group Common Stock
would  receive one share of CarMax,  Inc.  common  stock for each share of stock
redeemed by the Company.  We  anticipate  that the holders of Circuit City Group
Common Stock would  receive a fraction of a share of CarMax,  Inc.  common stock
for each share of Circuit City Group Common Stock they hold.  The exact fraction
would be determined on the record date for the  distribution.  The separation is
expected to be  completed by late summer,  subject to  shareholder  approval and
final  approval  from  the  board  of  directors.   CarMax,  Inc.  has  filed  a
registration  statement  regarding  this  transaction  with the  Securities  and
Exchange  Commission.  This registration  statement contains pro forma financial
information that is intended to reflect the potential  effects of the separation
of the two businesses.

         Notwithstanding   the   attribution   of  the   Company's   assets  and
liabilities,  including contingent liabilities, and stockholders' equity between
the Circuit City Group and the CarMax  Group for the  purposes of preparing  the
financial statements,  holders of Circuit City Group Common Stock and holders of
CarMax  Group Common  Stock are  shareholders  of the Company and continue to be
subject to all of the risks associated with an investment in the Company and all
of its  businesses,  assets and  liabilities.  Such  attribution  and the equity
structure of the Company do not affect title to the assets or responsibility for
the  liabilities  of the Company or any of its  subsidiaries.  Neither shares of
Circuit  City  Group  Common  Stock  nor  shares of CarMax  Group  Common  Stock
represent a direct equity or legal interest solely in the assets and liabilities
allocated to a particular Group.  Instead,  those shares represent direct equity
and legal interests in the assets and liabilities of the Company. The results of
operations  or  financial  condition  of one Group  could  affect the results of
operations or financial condition of the other Group. Net losses of either Group
and dividends or distributions  on, or repurchases of, Circuit City

                                  Page 3 of 22

Group  Common  Stock or CarMax  Group  Common  Stock will reduce  funds  legally
available for dividends on, or  repurchases  of, both stocks.  Accordingly,  the
Company's  consolidated  financial statements should be read in conjunction with
the financial statements of each Group and the Company's SEC filings.

         The financial statements of the Company reflect the performance of each
Group's business as well as the allocation of the Company's assets, liabilities,
expenses  and cash flows  between  the Groups in  accordance  with the  policies
adopted by the board of directors.  These policies may be modified or rescinded,
or new  policies  may be  adopted,  at  the  sole  discretion  of the  board  of
directors,  although the board of directors has no present plans to do so except
for the possible effects of the proposed CarMax separation. These management and
allocation policies include the following:

         Dividends.  Future dividends on the Circuit City Group Common Stock and
the  CarMax  Group  Common  Stock  will be based  primarily  upon the  financial
condition, results of operations and business requirements of the relevant Group
and  the  Company  as a  whole,  as  well as any  limitations  specified  in the
Company's governing documents.

         CarMax  currently  operates  23 of its  locations  pursuant  to various
leases under which Circuit City Stores, Inc. was the original tenant and primary
obligor.  Circuit City Stores, Inc., and not CarMax, had originally entered into
these leases so that CarMax could take advantage of the favorable economic terms
available to the Company as a large  retailer.  The Company has assigned each of
these leases to CarMax.  Despite the assignment and pursuant to the terms of the
leases, the Company remains  contingently  liable under the leases. For example,
if CarMax were to fail to make lease  payments  under one or more of the leases,
the  Company may be required  to make these  payments  on  CarMax's  behalf.  In
recognition of this ongoing  contingent  liability,  CarMax has agreed to make a
one-time special dividend payment to Circuit City Stores, Inc. on the separation
date,  assuming the  separation is completed.  We currently  expect this special
dividend to be between $25 million and $35 million.

         Optional  Conversion of Series of Common Stock.  The board of directors
may,  at any  time,  at its sole  discretion,  decide to  convert  shares of one
Group's  common  stock into  shares of the other  Group's  common  stock at a 15
percent  premium or a 10  percent  premium  following  any  dividend  or partial
redemption  undertaken in connection with a disposition of all or  substantially
all of the  properties  or assets  attributed to the Group whose common stock is
being converted.

         Conflicts of Interest. The existence of separate series of common stock
could result in conflicts of interest  between the holders of Circuit City Group
Common Stock and the holders of CarMax Group Common Stock. When making decisions
with  regard to matters  that could  create  diverging  interests,  the board of
directors  would act in good faith to serve the best  interests  of the Company,
taking into consideration the interests of all shareholders.

         Effects of  Corporate  Events on Rights of  Shareholders.  Although the
common  stock of each Group is intended to reflect the separate  performance  of
that Group, a person  interested in acquiring  control of only one Group without
negotiation  with the  Company's  management  would  still be  required  to seek
control of the voting power  represented by all of the outstanding  common stock
of the Company.  In the event of liquidation,  dissolution or termination of the
Company,  whether  voluntary or  involuntary,  after  payment or  provision  for
payment of the debts and other  liabilities of the Company and full preferential
amounts to which  holders of any series of  Preferred  Stock are  entitled,  the
shareholders of each Group would be entitled to receive the net assets,  if any,
of the Company  remaining for  distribution  to holders of common stock on a per
share basis in  proportion  to the  liquidation  units per share of each series.
Each share of Circuit City Group Common  Stock would have one  liquidation  unit
and each share of CarMax Group Common Stock would have one-half of a liquidation
unit.

Circuit City Group:

         General.  Circuit  City is a leading  national  retailer of  brand-name
consumer  electronics,  personal computers and entertainment  software. It sells
video equipment, including televisions,  digital satellite systems, DVD players,
video cassette  recorders,  camcorders and cameras;  audio equipment,  including
home and portable  audio systems and compact disc players;  mobile  electronics,
including car audio, video and security systems; home office products, including
personal  computers,  printers,  peripherals,  software and facsimile  machines;
entertainment  software,  including video games, DVD movies and music; and other
consumer electronics  products,  including wireless phones,  corded and cordless
phones and accessories.  Merchandise  lines vary from location to location based
on store size and market characteristics.  Most merchandise is supplied directly
to the stores by regional warehouse distribution facilities.

         Prior to fiscal  year  2002,  Circuit  City sold major  appliances.  In
fiscal  year  2001,  the  Company  announced  plans to exit the major  appliance
category and expand its  selection of key consumer  electronics  and home office
products in all Circuit City Superstores. See section "Appliance Exit" below for
further information.

                                  Page 4 of 22

         Through a 75 percent owned business Digital Video Express that has been
discontinued  and for which Circuit City was allocated 100 percent of the losses
from  inception,  the Company  developed a new digital video system for watching
movies at home. This system was marketed in fiscal years 1999 and 2000. Divx was
primarily  engaged in the business of  replicating  and  distributing  specialty
encrypted DVDs at wholesale.  See section  "Discontinued  Operations"  below for
further information.

         Expansion.  At  April  30,  2002,  Circuit  City  operated  623  retail
locations  throughout  the  United  States.  Circuit  City has  established  its
presence  in  virtually  all of the  nation's  top 100 markets  and,  therefore,
contemplates only limited geographic expansion.  We expect to continue adding to
the existing  store base as attractive  market  opportunities  arise.  In fiscal
2003, Circuit City expects to open approximately 10 new Circuit City Superstores
and relocate  approximately  10  Superstores.  Over the past two years,  we have
experimented  with several remodel designs and product  category tests to expand
the benefits of our new Circuit City store design to the existing store base. In
fiscal 2003, we plan to draw on these remodel and product category tests to roll
out a remodeled  video  department  and lighting  upgrade to  approximately  300
Superstores.  We believe that rolling out this remodeled  department will enable
us to increase  market  share in the growing  and highly  profitable  big-screen
television  category  and further  solidify  our  position in the overall  video
category. The fiscal 2003 remodeling plan will allow us to affect a large number
of  Superstores  in a manner  that has  significant  potential  for  incremental
benefit,  while minimizing the disruptive impact of the remodeling  process.  We
expect the remodeling  activities will take  approximately two weeks to complete
in each store. We will continue testing design ideas for other  departments.  We
plan to continue improving the Circuit City store base in fiscal 2004 and fiscal
2005 by completing the remodel of these 300 stores and by relocating  additional
stores to provide a shopping  experience that we believe is more consistent with
the preferences of today's consumer.

         Merchandising.  Each  Circuit  City  store  location  follows  detailed
operating  procedures and  merchandising  programs.  Included are procedures for
inventory  maintenance,  customer relations,  store administration,  merchandise
display,  store  security  and the  demonstration  and  sale of  products.  Most
merchandise is supplied  directly to the stores from one of Circuit City's seven
automated  distribution  centers,  which are  strategically  located  around the
country,   and  from  a  centrally  located  automated  software   entertainment
distribution  center.  Circuit City's operating regions use a centralized buying
organization.  The central  buying staff  reduces  costs by  purchasing in large
volumes and  structuring a sound basic  merchandising  program.  Circuit  City's
merchandising  strategy emphasizes a broad selection of products,  including the
industry's newest technologies,  and a wide range of prices. Merchandise mix and
displays are  controlled  centrally  to help ensure a high level of  consistency
among  the  stores.  Merchandise  pricing  varies by  market  to  reflect  local
competitive conditions.

         Suppliers.  During  fiscal 2002,  Circuit  City's 10 largest  suppliers
accounted for approximately 68 percent of merchandise purchased.  Circuit City's
major  suppliers  include Sony  Electronics,  Hewlett  Packard,  Compaq Computer
Corporation, Panasonic, JVC Company of America, Thomson Multimedia Inc., Hitachi
America LTD, Toshiba, Philips Comsumer Electronics and Universal Music and Video
Distribution. Brand-name advertised products are sold by all of the Circuit City
retail locations.  Circuit City has no significant  long-term  contracts for the
purchase of merchandise.

         Advertising.  Circuit City's business relies on considerable amounts of
advertising  to  maintain  high  levels  of  consumer   awareness.   Advertising
expenditures  from  continuing  operations  were 3.8  percent  of net  sales and
operating revenues in fiscal 2002, 4.0 percent in fiscal 2001 and 3.7 percent in
fiscal 2000. The Circuit City business is generally one of the largest newspaper
advertisers in the markets that it serves. Circuit City uses multi-page vehicles
and  run-of-press  newspaper   advertisements,   network  and  cable  television
advertising,  magazine  advertising,  direct  mail and  interactive  media.  The
multi-page vehicles provide an extensive  presentation of the broad selection of
products  and price  ranges  Circuit City  carries.  As part of its  competitive
strategy,  Circuit  City  advertises  low prices and provides  customers  with a
low-price  guarantee.  For every  product  that  Circuit  City sells,  with some
restrictions,  we will meet any advertised price from a local store stocking the
same new item.  In most cases,  if a customer  finds a lower  advertised  price,
including  Circuit  City's own sale  price,  within 30 days,  Circuit  City will
refund the difference plus 10 percent of the difference to the customer.

         Competition.  The consumer  electronics industry is highly competitive.
Circuit  City's  competitors  include  large  specialty,  discount or  warehouse
retailers as well as local, regional and non-brick-and-mortar retailers. Circuit
City uses service,  selection and pricing to  differentiate  its stores from the
competition.  As part of Circuit City's competitive  strategy,  the Circuit City
Superstores  offer a broad selection of brand-name  merchandise.  Professionally
trained sales counselors, convenient credit options,  factory-authorized product
repair, home delivery, installation centers for automotive electronics, exchange
and no-lemon  policies and extended  warranties  reflect a strong  commitment to
customer service. Circuit City strives to maintain highly competitive prices and
offers customers a low-price guarantee.

                                  Page 5 of 22

         Customer Satisfaction. Circuit City conducts market research to monitor
store  operations  and  help  ensure  customer  satisfaction.   Market  research
techniques used include focus groups,  online customer satisfaction surveys from
BizRate.com, telephone interviews, exit interviews and "mystery shops," in which
a professional  mystery shopper acts as a customer to evaluate  customer service
performance.  Quick feedback enables  management to identify issues that need to
be addressed,  ensuring that store and individual  performance remain focused on
providing the highest possible level of customer service.

         Employees/Training.  At April 30, 2002,  the Company had 34,252  hourly
and salaried  employees and 14,915  employees who worked on a commission  basis.
Circuit  City  Superstores  are  staffed  with  commissioned  and  hourly  sales
associates;  sales  support  personnel  such  as  customer  service  associates,
merchandise  specialists and  stockpersons;  a store manager;  one or more sales
managers;  and an operations  manager. At April 30, 2002, Circuit City Group had
28,994  hourly  and  salaried  employees  and 12,685  employees  who worked on a
commission basis. None of these employees are subject to a collective bargaining
agreement. Additional personnel may be employed during peak selling seasons.

         Store Associates  receive  continuous  training delivered by customized
Web-based  interactive  courses,  supported  with  in-store  mentoring.  Courses
include product  knowledge with an emphasis on new technology,  customer service
and store  operations.  Associates  also receive  online  tutoring with links to
vendor Web sites for  additional  resources.  In fiscal  2003,  a  certification
program is being implemented to establish minimum proficiency levels and measure
each  sales  counselor's  product  knowledge  and  product  service.  Management
training  programs are designed to prepare future leaders and include  Web-based
training, in-store activities, online tutoring and classroom instruction.

         Consumer Credit.  Because consumer  electronics and personal  computers
represent  relatively large purchases for the average  consumer,  Circuit City's
business  is affected by consumer  credit  availability,  which  varies with the
state of the economy and the  location of a  particular  store.  In fiscal 1991,
Circuit  City   established   a  credit  card  finance   operation  to  issue  a
private-label  credit card. In fiscal 2002,  approximately 15 percent of Circuit
City's  total  sales  were  made  through  its  private-label  credit  card  and
approximately  50  percent  through  third-party  credit  sources.  The  finance
operation's  credit  extension,  customer service and collection  operations are
fully  automated  with  state-of-the-art  technology to maintain a high level of
profitability  and  customer  service.  The credit card finance  operation  also
manages a MasterCard and Visa bankcard portfolio.  Receivables generated by both
the  private-label  credit card and bankcard programs are financed through asset
securitization programs. In fiscal 2003, the Company plans to offer a co-branded
Visa credit card that will be issued by Circuit City's finance operation.

         Systems.  Circuit City's  in-store  point-of-sale  system  maintains an
online record of all transactions and allows  management to track performance by
region,  store and individual sales counselor.  The information  gathered by the
system supports automatic  replenishment of in-store inventory from the regional
distribution centers and is incorporated into product buying decisions.  The POS
system is interfaced with the finance  operation's  credit approval system.  The
in-store POS system also is seamlessly  integrated with the Company's e-commerce
Web site, circuitcity.com. This integration provides the capability for in-store
pickup of  merchandise  ordered  from  circuitcity.com  and allows for  in-store
ordering of merchandise  for shipment  directly to the  customer's  home. In the
stores,  electronic  signature capture for all credit card purchases,  automatic
printing of  manufacturers'  rebates,  bar-code scanning for product returns and
repairs,  automatic price tag printing for price changes and  computerized  home
delivery scheduling enhance Circuit City's customer service.  These enhancements
eliminate  time-consuming  administrative  tasks for store Associates and reduce
costs through smoother  store-level  execution.  The POS system also is directly
integrated with the  registration  systems of major Internet  service  providers
such as AmericaOnline,  CompuServe and MSN, allowing in-store  registration with
the  interactive  services to be completed in  approximately  five  minutes.  At
in-store kiosks,  the POS system also allows customers to sign up for high speed
Internet (broadband)  service, and to special order custom-built  computers from
major PC vendors.

         Circuit City's Customer Service  Information System maintains an online
history of customer  purchases  and enables  sales  counselors  to better assist
customers  with  purchases by ensuring that new products can be integrated  with
existing products in the home. This system also facilitates  product returns and
repairs.

         The Company also is utilizing  comprehensive,  Internet-based  training
systems to enhance the product knowledge of in-store Associates.

         E-Commerce. Circuit City's e-Superstore Web site provides broad product
selection,  convenient  purchase  and  delivery  options  and  in-depth  product
comparison  information.  Internet  customers  can check the  inventory of up to
three Circuit City Superstores in nearby locations,  in addition to the in-stock
availability  from the  e-Superstore.  The Web site inventory also is accessible
from any store location.  Products can be shipped through the  e-Superstore  for
normal  shipping

                                  Page 6 of 22

charges or they can be picked up, using the Express Pickup  service,  at a local
Superstore.  Products  purchased  through the  e-Superstore  are shipped from an
existing  distribution  center  directly  to the  customer.  Products  purchased
through the Web site can be serviced  through,  exchanged  at or returned to any
Circuit City Superstore location.

         In addition to Circuit  City's own Web site,  the Company has partnered
with  Amazon.com to increase  selection and  convenience  for Amazon's  consumer
electronics  shoppers by  providing  immediate  in-store  pickup at Circuit City
Stores  nationwide  on  thousands  of  electronics  items.  In cases  where both
Amazon.com and Circuit City offer the same electronics products,  customers have
a choice between  traditional  Amazon.com  shipping options and immediate pickup
from a nearby Circuit City Superstore. Items offered exclusively by Circuit City
are available for in-store pickup only; and merchandise  offered  exclusively by
Amazon.com will be delivered from Amazon.com.

         Distribution.  As of  April  30,  2002,  Circuit  City  operated  seven
automated regional Circuit City electronics  distribution centers, each designed
to serve stores within a 500-mile range.  These centers use conveyor systems and
laser bar-code scanners to reduce labor  requirements,  prevent inventory damage
and maintain inventory control.  Circuit City also operates smaller distribution
centers handling primarily larger non-conveyable  electronics products.  Circuit
City  believes that for most  merchandise  the use of the  distribution  centers
enables it to distribute  efficiently a broad  selection of  merchandise  to its
stores, reduce inventory  requirements at individual stores, benefit from volume
purchasing and maintain accounting control. Additionally,  Circuit City operates
an automated centralized  entertainment software distribution center that serves
all stores.  Most of Circuit City's store merchandise is distributed through its
distribution  centers,  although it expects to add  direct-to-store  delivery in
fiscal 2003 for key products  where timely  delivery to the store is critical to
sales.

         Service.  Circuit City offers  service and repairs for most of the hard
goods it sells.  Customers also are able to purchase extended warranties on most
of the merchandise that it sells.  Circuit City sells extended warranty programs
on behalf of unrelated third parties who are the primary  obligors.  Under these
third-party warranty programs,  Circuit City has no contractual liability to the
customer.  In  the  three  states  where  third-party  warranty  sales  are  not
permitted,  Circuit City sells an extended  warranty for which it is the primary
obligor.  During fiscal 2001, Circuit City initiated the Replacement  Protection
Plan,  a  third-party   program  which  covers   various  types  of  electronics
merchandise,  including  some  types of TVs,  VCRs,  MP3  players  and Mini Disc
players.  If the customer  purchases  an RPP, the customer can return  defective
merchandise during the plan period and receive a check for the original purchase
price of the merchandise, plus any shipping and handling.

         As of April 30, 2002, Circuit City had 22 regional,  factory-authorized
repair facilities.  To meet customer needs, merchandise that requires service or
repair usually is moved by truck from the stores to the nearest regional service
facility and is returned to the store for customer pick-up after repair. Circuit
City also has  in-home  technicians  who service  large  items not  conveniently
carried to the store.

         Seasonality.  Like many retail  businesses,  Circuit  City's  sales are
greater in the fourth  quarter of the fiscal  year than in other  periods of the
fiscal year  because of holiday  buying  patterns.  A  corresponding  pre-season
inventory  build-up is associated  with this sales volume.  This increased sales
volume  results in a lower ratio of fixed  costs to sales and a higher  ratio of
operating income to sales in the fourth fiscal quarter. The Circuit City Group's
sales from continuing  operations for the fourth fiscal quarter,  which includes
the holiday season,  were $3.39 billion in fiscal 2002,  $3.18 billion in fiscal
2001 and  $3.48  billion  in  fiscal  2000.  Fourth  quarter  sales  represented
approximately  35 percent of total  sales in fiscal  2002,  30 percent in fiscal
2001 and 33 percent in fiscal 2000.

         Appliance  Exit. On July 25, 2000, the Company  announced plans to exit
the  major  appliance   category  and  expand  its  selection  of  key  consumer
electronics and home office products in all Circuit City Superstores.  A product
profitability  analysis  had  indicated  that the  appliance  category  produced
below-average  profits. This analysis,  combined with declining appliance sales,
expected   increases  in  appliance   competition   and  the  Company's   profit
expectations for the consumer  electronics and home office categories led to the
decision to exit the major appliance  category.  The Company  maintains  control
over Circuit City's in-home major appliance  repair  business,  although repairs
are subcontracted to an unrelated third party.

         To exit the appliance  business,  the Company closed eight distribution
centers and eight service centers.  The majority of these closed  properties are
leased.  While the Company has entered into  contracts to sublease some of these
properties, it continues the process of marketing the remaining properties to be
subleased.

         Approximately  910  employees  were  terminated as a result of the exit
from the  appliance  business.  These  reductions  mainly  were in the  service,
distribution  and  merchandising  functions.   Because  severance  was  paid  to
employees on a biweekly schedule based on years of service, cash payments lagged
job eliminations.  Certain fixed assets were written down in

                                  Page 7 of 22

connection  with  the exit  from the  appliance  business,  including  appliance
build-to-order  kiosks in stores and non-salvageable  fixed assets and leasehold
improvements at the closed locations.

         Discontinued  Operations.  On June  16,  1999,  Digital  Video  Express
announced  that it  would  cease  marketing  the  Divx  home  video  system  and
discontinue  operations.  Discontinued  operations  have been  segregated on the
consolidated  statements of cash flows;  however,  Divx is not segregated on the
consolidated balance sheets.

         For fiscal  2002 and 2001,  the  discontinued  Divx  operations  had no
impact on the net earnings of Circuit City Stores, Inc. In fiscal 2000, the loss
from the discontinued Divx operations  totaled $16.2 million after an income tax
benefit  of $9.9  million  and the loss on the  disposal  of the  Divx  business
totaled $114.0 million after an income tax benefit of $69.9 million. The loss on
the disposal included a provision for operating losses to be incurred during the
phase-out  period.  It also included  provisions for commitments under licensing
agreements  with motion  picture  distributors,  the write-down of assets to net
realizable value, lease termination costs,  employee severance and benefit costs
and other contractual commitments.

          As of February 28, 2002, entities comprising the discontinued Divx
operations have been dissolved. The remaining liabilities, totaling $18.5
million, have been assumed by the Company and are included in the consolidated
and Circuit City Group balance sheets.

CarMax Group:

         General. CarMax is the nation's largest specialty retailer of used cars
and light trucks. In 1993, CarMax pioneered the used-car superstore concept when
it  opened  its  first  location  in  Richmond,   Virginia.   CarMax  purchases,
reconditions  and sells used  vehicles.  In addition,  CarMax sells new vehicles
under franchise agreements with  DaimlerChrysler,  Mitsubishi,  Nissan,  Toyota,
Ford and General  Motors.  CarMax  provides its  customers  the  opportunity  to
purchase   vehicles  the  same  way  they  buy  other  retail   products,   with
non-negotiated,  low prices and  friendly  service.  CarMax  has  separated  the
practice  of  trading in a used  vehicle in  conjunction  with the  purchase  of
another vehicle into two distinct and independent transactions.  CarMax provides
an appraisal  that allows  current  vehicle  owners to sell their cars to CarMax
regardless  of their  intent to  purchase a vehicle  from  CarMax.  CarMax  also
provides its  customers  with a full range of related  services,  including  the
financing of vehicle purchases through its own finance operation and third-party
lenders, the sale of extended warranties and vehicle repair service.

         Expansion.  At April 30, 2002,  CarMax operated 41 retail units from 39
locations,  including  36 used-car  superstores  and three  stand-alone  new-car
franchises.  At April 30, 2002,  CarMax  operated 18 new-car  franchises,  15 of
which were  co-located or  integrated  with its used-car  superstores.  Used-car
sales, which are the major part of CarMax's business,  represented 82 percent of
its total vehicle sales in dollars in fiscal 2002.  CarMax stores are located in
the Southeastern, Midwestern, Mid-Atlantic and Western United States.

         Since 1999, CarMax has modified and re-established its new-store growth
model to move away from  large-format  superstores.  Despite  the success of its
large-format  superstores in Norcross,  Ga., and Laurel, Md., this format proved
less effective in its Miami, Tampa, Houston,  Dallas and Chicago markets. CarMax
found that  customers in these  metropolitan  markets  were  unwilling to travel
great distances to its large-format  superstores,  resulting in stores that were
too  large and that  underserved  CarMax's  target  customer  in these  markets.
Rather, customers preferred to patronize stores that were closer to their homes.
Consequently,  CarMax  plans to expand its  number of stores by adding  standard
superstores  (formerly referred to as "A" superstores) in new, mid-sized markets
that  can be  served  effectively  with one  CarMax  superstore,  together  with
satellite   fill-in   superstores   in   existing    multi-store   markets.   In
fully-developed  mid-sized  markets,  CarMax  intends to test whether  increased
penetration  can be achieved by adding a satellite  superstore.  CarMax believes
that by focusing on mid-sized markets and satellite fill-in superstores over the
near term,  it can achieve a higher  return on its  investment  with lower risk.
This approach also allows CarMax to postpone entering large multi-store  markets
until its  hub-and-satellite  model in existing  large  multi-store  markets has
matured  further and provides  CarMax the  opportunity to better  anticipate the
number, location and types of stores that will be required in such markets.

         CarMax  plans to open 22 to 30 stores over the next four years.  CarMax
opened two superstores late in fiscal 2002, a  standard-sized  superstore in the
new market of  Greensboro,  N.C.,  and a  satellite  superstore  in the  greater
Chicago  market.  In April 2002,  CarMax  opened a  standard-size  superstore in
Roseville,  Calif.,  in  the  Sacramento  market.  CarMax  intends  to  open  an
additional  three to five superstores in fiscal 2003,  including  superstores in
new mid-sized markets and additional satellite  superstores in existing markets.
CarMax  expects  to open six to eight  new  stores,  including  superstores  and
satellite

                                  Page 8 of 22

superstores,  in each of fiscal  2004,  2005 and  2006,  depending  upon  market
opportunities and management's comfort with sales and profitability projections.

         A "mid-sized  market"  typically has a population of 1.0 million to 2.5
million  people.  CarMax  currently  operates  stores in nine mid-sized  markets
including  Richmond,  Raleigh,  Charlotte,  Orlando,  San  Antonio,  Greenville,
Nashville,  Greensboro,  and  Sacramento.  CarMax  believes  that  more  than 30
additional  mid-sized  markets may be suitable for its standard store prototype.
The standard store prototype is approximately 40,000 to 60,000 square feet on 10
to 14 acres with approximately 24 service and reconditioning bays.

         Under CarMax's hub-and-satellite  strategy, a satellite superstore uses
the  reconditioning,  purchasing  and  business  office  operations  of a nearby
full-sized  hub  superstore.  The  consumer  offer  is  identical  in  both  hub
superstores and satellite superstores.  These hub stores have service facilities
that provide regular  maintenance  and warranty  service typical of most new-car
dealerships and also recondition all used vehicles prior to sale at both the hub
superstore  and any  related  satellite  superstore.  A  prototypical  satellite
superstore   operates  on  a  five-to   six-acre  site  with  an   approximately
14,000-square-foot  facility.  The satellite facility houses offices, a showroom
and four to seven service bays for regular maintenance and warranty service.

         In addition to entering new mid-sized markets, CarMax plans to focus on
adding satellite fill-in  superstores in underserved trade areas in its existing
multi-store  markets,  which  include  Washington/Baltimore,  Chicago,  Atlanta,
Dallas,  Houston,  Miami and  Tampa.  CarMax  has  identified  approximately  10
underserved trade areas to target in these markets.

         Merchandising.  CarMax offers its customers a broad  selection of makes
and models of used vehicles, including both domestic and imported cars and light
trucks, at competitive prices. CarMax's used-car selection covers popular brands
from  manufacturers  such  as  DaimlerChrysler,  Ford,  General  Motors,  Honda,
Mitsubishi, Nissan and Toyota and specialty brands like BMW and Lexus. To appeal
to the vast array of  consumer  preferences  and  budgets,  CarMax  offers  used
vehicles under two programs--the CarMax program and the ValuMax program.  CarMax
used  cars are less  than six  years  old,  have  fewer  than  60,000  miles and
generally range in price from $8,500 to $30,000. ValuMax used cars are more than
six years old or have  60,000  miles or more and  generally  range in price from
$5,500 to $19,000.

         CarMax's  commitment to quality is demonstrated to the customer through
a five-day or  250-mile  money-back  guarantee  and an  industry-leading  30-day
limited  warranty.  Each  CarMax  vehicle  must  pass  a  comprehensive  quality
inspection  that  covers all major and minor  mechanical  systems and all safety
functions as well as cosmetic criteria. Each ValuMax vehicle must pass a quality
inspection covering most major mechanical systems and all safety functions.  For
ValuMax,  concentration is placed on providing good,  basic,  mechanically-sound
transportation.  Cosmetic corrections or repairs of convenience or luxury items,
such as electric mirrors or electric antennas, are generally not performed.

         At all new-car locations, a full selection of the manufacturer's models
related to the franchise is available. CarMax operates new-car dealerships under
separate  franchise  or  dealer  agreements  with  DaimlerChrysler,  Mitsubishi,
Nissan, Toyota, Ford and General Motors.

         CarMax has  implemented  an  everyday  low-price  strategy  under which
CarMax sets "no-haggle" prices on its used and new vehicles. In fiscal 2002, its
used-car  prices were,  on average,  $1,700 below retail Kelley Blue Book price.
CarMax  believes  most prices are at or below the best  negotiated  price in the
market.  Prices  on  all  vehicles  are  clearly  displayed  on  each  vehicle's
information sticker, on carmax.com and in CarMax's newspaper advertising. CarMax
has extended its no-haggle philosophy to every stage of the vehicle transaction,
including trade-ins, financing rates, accessories, extended warranty pricing and
its low vehicle documentation fees.

         CarMax has  replaced  the  traditional  "trade-in"  transaction  with a
process in which CarMax  trained  buyers  appraise  any  vehicle,  usually in 30
minutes or less, and provide the vehicle's owner with a written, guaranteed cash
offer that is good for seven days or 300 miles.  An  appraisal  is  available to
everyone free of charge,  whether or not the  individual is purchasing a vehicle
from CarMax. In contrast to traditional  dealers who seek to combine the vehicle
purchase  and  trade-in  transactions,  the CarMax  sales  process  enables  the
customer to  separately  evaluate and make an informed  decision with respect to
each transaction.

         Suppliers.  CarMax acquires its  used-vehicle  inventory  directly from
consumers  through  its unique  appraisal  process and  through  other  sources,
including local and regional auctions,  wholesalers,  franchised and independent
dealers,  and fleet owners,  such as leasing companies and rental companies.  In
stores  open for more than one year,  CarMax  acquires  a

                                  Page 9 of 22

larger portion of its used-vehicle  inventory from consumers than from any other
source.  This buying  strategy  provides an  inventory  of makes and models that
reflects the tastes of the market.

         All used  vehicles are  evaluated on the basis of their  wholesale  and
reconditioning costs, and, for off-site purchases, cost of delivery to the store
where they will be  reconditioned.  Buyers based at the stores  purchase most of
CarMax's  inventory.  CarMax's buyers,  in  collaboration  with its headquarters
staff,  rely on the extensive  inventory and sales trend data available  through
the CarMax information system.

         Based on  consumer  acceptance  of the  appraisal  process at  existing
CarMax stores and CarMax's  experience and success to date in acquiring vehicles
from  auctions  and other  sources,  CarMax  believes  that its  sources of used
vehicles  will  continue to be  sufficient  to meet current needs and to support
planned expansion.

         New-car inventory for the franchise  locations is governed by the terms
of the sales and service agreements with  DaimlerChrysler,  Mitsubishi,  Nissan,
Toyota, Ford and General Motors.

         Reconditioning. An integral part of CarMax's used-car consumer offer is
the  reconditioning  process.  This process includes a comprehensive,  certified
quality  inspection  of  the  engine,  cooling  and  fuel  system,  drive  axle,
transmission,  electronic  systems,  suspension,  brake  system,  steering,  air
conditioning, interior and optional equipment. Based on this quality inspection,
CarMax  determines  the  reconditioning  necessary  to bring the  vehicle  up to
CarMax's high quality standards.  Cars in the ValuMax program must meet the same
mechanical,  electrical  and safety  standards,  but fewer cosmetic and optional
equipment  standards.  Vehicle  inspections are completed by CarMax's mechanics,
approximately half of whom are Automotive Service Excellence (A.S.E.) certified.

         CarMax  performs  most  routine   mechanical  and  minor  body  repairs
in-house;  however,  for some  reconditioning  services,  CarMax  engages  third
parties specializing in those services.  Over the past several years, CarMax has
been performing an increasing  percentage of  reconditioning  services  in-house
and, based on the cost savings realized, CarMax expects that trend to continue.

         Advertising.  CarMax's  marketing  strategies are focused on developing
awareness of the advantages of shopping at CarMax,  attracting customers who are
already in the market to purchase a vehicle and targeting  specific  segments of
the  market  through  special  promotions.  CarMax's  marketing  strategies  are
implemented primarily through newspaper,  television and radio advertising,  and
the CarMax Web site. Newspaper  advertisements  promote CarMax's broad selection
of vehicles and price leadership,  targeting  consumers with immediate  purchase
intentions.  Television  and radio  broadcast  advertisements  are  designed  to
enhance consumer awareness of the CarMax name,  carmax.com and key components of
the CarMax offer.  Both newspaper and broadcast  advertisements  are designed to
drive  customers  to the  CarMax  Web  site and to its  stores.  The  style  and
substance of CarMax's  advertisements are distinctly different from those placed
by most automobile dealers.  The third major marketing support for CarMax is its
Web site,  carmax.com,  which acts as a  marketing  tool for  communicating  its
consumer offer in detail,  a  sophisticated  search engine for finding the right
vehicle and a sales  channel for  customers who prefer to complete a part of the
shopping  and  sales  process  online  with  one  of  CarMax's   internet  sales
consultants.

         In fiscal 2001, CarMax refined its advertising  approach by eliminating
spending  that  research  showed  to  be  unprofitable  and  by  increasing  the
efficiency of its television  advertising.  In fiscal 2002,  CarMax continued to
refine the  advertising  approach  implemented in fiscal 2001.  CarMax employs a
targeted,  high-frequency,  low-cost-per-impression television strategy, coupled
with more targeted  newspaper  advertising.  Advertising  expenditures  were 1.5
percent of net sales and  operating  revenues  in fiscal  2002,  1.8  percent in
fiscal 2001 and 2.4 percent in fiscal 2000.  CarMax's fiscal 2002, 2001 and 2000
advertising  expense ratios reflect leverage from the total and comparable store
sales increases and changes in media buying strategy.

         As additional satellite  superstores are opened in a particular market,
CarMax expects to further leverage its advertising  expenses in that market over
a larger  number of  stores.  CarMax  utilizes  market  awareness  and  customer
satisfaction  surveys to help  tailor its  marketing  efforts to the  purchasing
habits and preferences of customers in each market.

         Franchises.   CarMax  operates  new-car   dealerships   under  separate
franchise or dealer agreements with  manufacturers.  These agreements  generally
allow  CarMax to sell  manufacturers'  brands,  perform  warranty  work on these
vehicles and sell related  parts and  services  within a specified  market area.
Designation of specified  market areas generally does not guarantee  exclusivity
within a specified  territory.  These agreements  generally  impose  operational
requirements and  restrictions,  including  inventory  levels,  working capital,
monthly financial reporting,  signage and cooperation with marketing strategies.
A manufacturer  may terminate a dealer  agreement  under certain  circumstances,
including a change in ownership

                                 Page 10 of 22

without  prior  manufacturer  approval,  failure to maintain  adequate  customer
satisfaction  ratings or a material breach of other provisions of the agreement.
CarMax also has entered into  framework  agreements  with several  major vehicle
manufacturers.  These agreements  generally contain  provisions  relating to the
acquisition,  ownership  structure,  advertising  and management of a dealership
franchised by those manufacturers.

         Various U.S. federal and state laws governing the relationship  between
automotive dealerships and vehicle manufacturers also might affect CarMax. These
laws include statutes  prohibiting  manufacturers from terminating or failing to
renew franchise  agreements  without proper cause and  unreasonably  withholding
approval for proposed ownership changes.

         Competition.   The  used-  and  new-car   retail   business  is  highly
competitive.  Consumers  typically  have many  choices  when  deciding  where to
purchase  a used or new  vehicle.  In both the  used- and  new-vehicle  markets,
CarMax seeks to  distinguish  itself from  traditional  dealerships  through its
consumer offer, sales approach and other innovative operating strategies. In the
used-vehicle  market,  CarMax competes with existing  franchised and independent
dealers,   rental  companies  and  private  parties.   Many  franchised  new-car
dealerships also have increased their focus on the used-vehicle market.

         CarMax believes that the principal  competitive factors in used-vehicle
sales are price;  ability to offer a wide  selection of vehicles,  including the
more  popular  makes and  models;  quality of the  vehicles;  location of retail
sites; and degree of customer satisfaction with the car-buying experience. Other
competitive  factors include the ability to offer or arrange customer  financing
on  competitive  terms  and  the  quality  and  cost  of  primary  and  extended
warranties.  CarMax  believes that it is  competitive  in all of these areas and
enjoys advantages over competitors that employ traditional selling methods.

         In the  new-vehicle  market,  CarMax  competes  with  other  franchised
dealers offering vehicles  produced by the same or other  manufacturers and with
auto  brokers  and  leasing  companies.   CarMax  believes  that  the  principal
competitive  factors in new-vehicle  sales are price;  dealer sales  promotions;
ability of dealerships  to offer a wide selection of the most popular  vehicles;
location  of retail  sites;  and quality of customer  service.  The  new-vehicle
market  has  historically   been  served  primarily  by  dealerships   employing
traditional  high-pressure,   negotiation-oriented   sales  techniques.   CarMax
believes that its  customer-friendly,  low-pressure sales methods will introduce
points of competitive differentiation in which it may have an advantage.

         Customer Satisfaction. The CarMax process enables customers to evaluate
separately each step of the sales process and to make informed decisions at each
step based on comprehensive  information  about their options and the associated
prices.   To   increase   efficiency,   the  same  sales   consultant   and  the
customer-friendly, proprietary CarMax inventory information system are available
to assist the customer throughout the CarMax sales process.  CarMax designed the
elements of the CarMax offer to create a customer-friendly experience.  CarMax's
no-haggle pricing allows its sales consultants to focus solely on its customers'
needs. The entire purchase process, including a test-drive and financing, can be
completed in less than one hour.  CarMax conducts  extensive  market research to
measure its customer service record and to refine its consumer offer.

         CarMax's  sales  consultants  play a  significant  role in  ensuring  a
customer-friendly  sales process.  CarMax places great emphasis on integrity and
customer-relations skills in its hiring policies and training programs. Although
few of CarMax's sales consultants have had prior experience in automobile sales,
most of CarMax's  sales  consultants  have had prior  retail  experience  before
joining CarMax. Sales consultants, including both full- and part-time employees,
are compensated on a commission  basis.  The amount of the commission is a fixed
dollar  amount per vehicle  sold.  In contrast,  sales and finance  personnel at
traditional  dealerships often receive higher commissions for negotiating higher
prices and for steering customers toward vehicles with higher gross margins.

         Training.  CarMax is committed to providing exceptional training to its
associates.  New store associates are offered  structured,  self-paced  training
programs  that  introduce  them to  company  policies  and  their  specific  job
responsibilities.  Associate  participation  and  performance  in each  training
program are measured by a unique,  intranet-based  testing and tracking  system.
Most new associates  are assigned  mentors who provide  on-the-job  guidance and
support.   Many  of  CarMax's   compensation   programs  reward  associates  for
continuously improving their skills.

         CarMax  also  offers  comprehensive,   facilitated  classroom  training
courses to sales consultants,  buyers,  automotive technicians and managers. All
sales consultants receive extensive customer service training both initially and
on an ongoing basis. Each buyer undergoes a 12- to 24-month apprenticeship under
the  tutelage of an  experienced  buyer and  appraises  thousands of cars before
making his or her first  independent  purchase.  Approximately  half of CarMax's
service technicians are  A.S.E.-certified,  the industry standard for technician
training.  All technicians attend in-house training programs designed to develop
their skills in  performing  routine  repair  services on the diverse  makes and
models of vehicles that CarMax sells. Technicians at CarMax's new-car franchises
also attend manufacturer-sponsored  training programs to stay abreast of current

                                 Page 11 of 22

diagnostic,  repair and  maintenance  techniques  for the specific  manufacturer
vehicles.  In addition,  utilization  of  technician  support  groups allows for
greater  on-the-job  training  opportunities  for new technicians.  At April 30,
2002,  CarMax's 39 general managers averaged five years of CarMax experience and
more than nine years of prior management experience.

         Consumer  Credit.  CarMax offers its customers an opportunity to obtain
prime financing for vehicle  purchases through its own finance operation or Bank
of America. In addition,  Chrysler Financial,  Ford Motor Credit, General Motors
Acceptance, Mitsubishi Motors Credit, Nissan Motors Acceptance and Toyota Motors
Financial Services offer prime financing to customers purchasing new vehicles at
applicable  CarMax  locations.  Non-prime  financing  is offered  by  TransSouth
Financial,  Wells Fargo Financial Acceptance and AmeriCredit Financial Services,
with no financial recourse to CarMax. Sales consultants use CarMax's proprietary
information system to electronically  submit financing  applications and receive
responses from multiple lenders,  generally in less than five minutes from prime
lenders.  Financings are typically  installment  sale  contracts  secured by the
vehicles financed. Customers are permitted to refinance their loans within three
days of a purchase without  incurring any finance or related  charges.  CarMax's
arrangements with third-party  lenders provide for payment of a fee to CarMax at
the time of financing,  provided the loan is not  refinanced  within three days.
CarMax has no recourse liability on loans arranged with third-party lenders.

         The CarMax  finance  operation  generates  income solely from the prime
credit CarMax provides to qualified  customers through the sale and servicing of
the  contract  receivables  originated  by  CarMax.  In  addition,  the  finance
operation  enables  CarMax to make credit  decisions  based on overall  business
considerations and thus helps to ensure the reasonable availability of credit to
support CarMax's  vehicle sales,  while retaining its credit  standards,  in the
event  third-party  lenders  should curtail  credit  availability  due to market
considerations.  CarMax  believes  that the high quality of its used vehicles as
well as the broad scope of the extended  warranties CarMax sells reduces default
rates  on its  customers'  loans  by  helping  to keep  the  purchased  vehicles
operational.  The lower  default  rates  enable  CarMax to provide  and  arrange
financing at competitive rates.  Receivables  generated by the finance operation
are financed through asset securitization programs.

         Systems.  CarMax's  stores are  supported  by an  advanced  information
system that improves the customer  experience while providing tightly integrated
automation of all operating functions.  Customers can select a range of vehicles
using touch-screen computers that display their choices and provide a map of the
lot  to  assist  them  in  their  selection  of a  vehicle.  CarMax's  inventory
management  system  includes bar codes on each vehicle and each on-site  parking
place.  Daily scanning  tracks movement of vehicles on the lot and an electronic
gate  helps  track  test  drives  for  vehicles  and sales  consultants.  Online
financing and computer-assisted  document preparation ensure rapid completion of
the sales transaction.  Behind the scenes, CarMax's proprietary store technology
provides its management with real-time  intelligence about every aspect of store
operation, such as inventory management,  pricing, vehicle transfers,  wholesale
auctions and sales consultant productivity.

         Advanced  information  systems,  which are a key to CarMax's successful
inventory  management,  provide  CarMax  stores with the  ability to  anticipate
future inventory needs and manage its pricing strategy. Through this centralized
system,  CarMax is able to immediately  integrate new stores into its network of
CarMax stores,  allowing the new stores to rapidly achieve operating efficiency.
CarMax  continues to enhance and refine its  information  systems,  which CarMax
believes to be a core competitive strength.

         E-Commerce. The CarMax Web site, carmax.com,  offers complete inventory
and pricing search capabilities.  Inventory  information on the more than 14,000
cars available in the CarMax nationwide  inventory is updated daily.  Carmax.com
includes all the detailed vehicle information, such as pictures of each vehicle,
prices, features,  specifications and store locations, available at the store as
well as sorting and comparison  features that allow  consumers to easily compare
vehicles.  The site also  includes  features such as detailed  vehicle  reviews,
payment  calculators  and an option to estimate  trade-in values via a link with
Kelley Blue Book. CarMax believes these features make it easier for consumers to
meet all of their auto research needs on  carmax.com.  Both used-car and new-car
customers  can  contact  dedicated   Internet  sales   consultants   online  via
carmax.com,  by  telephone  or by fax.  Customers  can  work  with  these  sales
consultants  from the comfort of home - including  applying for  financing - and
need only visit the store to sign the paperwork and pick up their vehicle.

         Service.  All CarMax used-car locations provide vehicle repair service,
including used-car warranty service. Factory-authorized service also is provided
at all new-car  franchises.  In fiscal 2000 and fiscal 2001, CarMax expanded its
retail service operations as its customer base increased. In fiscal 2002, CarMax
continued its retail service expansion through  additional  marketing and growth
in its customer  base.  CarMax has  developed  systems and  procedures  that are
intended to ensure that its retail repair  service  operations  are conducted in
the same customer-friendly and efficient manner as its other operations.  CarMax
offers retail repair service to the public at all existing locations.

                                 Page 12 of 22

         CarMax  believes that the efficiency of its service and  reconditioning
operations are enhanced by its use of technician  support groups,  as well as by
its compensation  programs.  These support groups and compensation  programs are
designed to increase the  productivity of its service  technicians and result in
reduced costs and higher-quality repairs and reconditioning. Each group contains
a small  number of service  professionals  with  different  skills and levels of
experience.   The  experienced   technicians  in  the  group  perform  the  more
complicated  repairs  with  assistance  from the  apprentices,  who also perform
simpler  functions  on their own.  Rather than paying  technicians  on an hourly
basis,  each  technician  receives  a flat  rate  for  each  repair  or  service
performed.  CarMax is able to track the productivity of each technician  through
the CarMax information system.

         In all the states in which  CarMax  operates,  it sells  warranties  on
behalf of unrelated  third  parties that are the primary  obligors.  Under these
third-party  warranty  programs,  CarMax  has no  contractual  liability  to the
customer. Contracts usually have terms of coverage between 12 and 72 months.

         Seasonality.   CarMax's  business  is  seasonal,   with  each  location
generally  experiencing  more of its net sales in the first  half of the  fiscal
year. During the fall quarter,  new-model-year  introductions and discounting on
close-out vehicles can cause rapid  depreciation of used-car prices,  especially
on late-model vehicles.  CarMax anticipates that the seasonality of the business
may vary from region to region as its operations expand geographically.

         Employees.  On April 30,  2002,  CarMax had 5,258  hourly and  salaried
employees and 2,230 sales employees who worked on a commission  basis. No CarMax
employee is subject to a  collective  bargaining  agreement.  Additional  CarMax
personnel are employed during peak selling seasons.

         Environmental.  As with automobile dealerships  generally,  and service
operations  in  particular,  CarMax's  business  involves the use,  handling and
disposal  of  hazardous  or toxic  substances,  including  motor oil,  gasoline,
transmission fluid, solvents,  lubricants and other materials. The business also
involves  the past and  current  operation  and/or  removal of  aboveground  and
underground  storage tanks  containing such substances.  Accordingly,  CarMax is
subject to U.S. federal,  state and local laws and regulations governing air and
water  quality and the  handling,  storage and  disposal of  hazardous  or toxic
substances.  CarMax  believes  that it does not have any material  environmental
liabilities  and that  compliance  with  such  laws and  regulations  will  not,
individually  or in the aggregate have a material  adverse effect on its results
of operations or financial condition.


Item 2.  Properties.

At April 30, 2002, the Company's  Circuit City retail  operations were conducted
in 623  locations,  including 603  Superstores  and 20  mall-based  Circuit City
Express  Stores.  At April 30, 2002,  CarMax's  operations  were conducted in 41
retail units from 39 locations.

                                 Page 13 of 22


 
         The following  table  summarizes the Company's  Circuit City and CarMax
retail units as of April 30, 2002:

                           Circuit City Group                                  CarMax Group
                    --------------------------------          ------------------------------------------------
                                                                      Superstores
                                                              ------------------------------
                                 Express                                          Prototype     New
                     Superstores Stores        Total          Mega     Standard   Satellite     Car      Total
                     ----------- ------        -----          -------------------------------------      -----
Alabama                   7          -           7              -          -          -          -         -
Arizona                  10          1          11              -          -          -          -         -
Arkansas                  4          -           4              -          -          -          -         -
California               82          2          84              1          1          -          2         4
Colorado                 11          -          11              -          -          -          -         -
Connecticut               7          1           8              -          -          -          -         -
Delaware                  2          -           2              -          -          -          -         -
Florida                  46          -          46              3          3          -          1         7
Georgia                  21          2          23              1          2          -          -         3
Hawaii                    1          -           1              -          -          -          -         -
Idaho                     2          -           2              -          -          -          -         -
Illinois                 33          -          33              3          1          -          -         4
Indiana                  15          -          15              -          -          1          -         1
Kansas                    5          -           5              -          -          -          -         -
Kentucky                  6          -           6              -          -          -          -         -
Louisiana                 8          1           9              -          -          -          -         -
Maine                     2          -           2              -          -          -          -         -
Maryland                 16          -          16              1          1          1          1         4
Massachusetts            14          4          18              -          -          -          -         -
Michigan                 23          1          24              -          -          -          -         -
Minnesota                 9          1          10              -          -          -          -         -
Mississippi               3          -           3              -          -          -          -         -
Missouri                 11          -          11              -          -          -          -         -
Nebraska                  2          -           2              -          -          -          -         -
Nevada                    6          -           6              -          -          -          -         -
New Hampshire             5          1           6              -          -          -          -         -
New Jersey               13          -          13              -          -          -          -         -
New Mexico                1          -           1              -          -          -          -         -
New York                 29          -          29              -          -          -          -         -
North Carolina           18          1          19              -          3          -          -         3
Ohio                     27          2          29              -          -          -          -         -
Oklahoma                  4          -           4              -          -          -          -         -
Oregon                    8          -           8              -          -          -          -         -
Pennsylvania             26          1          27              -          -          -          -         -
Rhode Island              2          -           2              -          -          -          -         -
South Carolina            8          -           8              -          1          -          -         1
Tennessee                13          -          13              -          1          -          -         1
Texas                    48          -          48              4          3          2          -         9
Utah                      5          -           5              -          -          -          -         -
Vermont                   1          -           1              -          -          -          -         -
Virginia                 25          2          27              -          2          -          -         2
Washington               12          -          12              -          -          -          -         -
West Virginia             4          -           4              -          -          -          -         -
Wisconsin                 7          -           7              -          -          1          1         2
Wyoming                   1          -           1              -          -          -          -         -
                       -------------------------------------------------------------------------------------

                        603         20         623             13         18          5          5        41
                       =====================================================================================

                                 Page 14 of 22


         Of the stores open at April 30, 2002,  the Company  owns three  Circuit
City and three CarMax stores.  The Company leases the remaining Circuit City and
CarMax  stores.  During  fiscal  2003,  the Company  anticipates  entering  into
sale-leaseback  transactions  for all six of the Circuit  City and CarMax  store
locations owned by the Company as of April 30, 2002.

         For  information  with respect to obligations  for Circuit City leases,
see Note 8 to the  Circuit  City Group  Financial  Statements  on page 72 of the
Company's 2002 Annual Report to  Stockholders,  which is incorporated  herein by
reference.  For information  with respect to obligations for CarMax leases,  see
Note 8 to the CarMax Group Financial Statements on page 94 of the Company's 2002
Annual Report to Stockholders, which is incorporated herein by reference.

         Of the Company's ten distribution centers, nine are leased. The Company
owns a 388,000-square-foot  consumer electronics distribution center in Doswell,
Va., which has been financed with Industrial Development Revenue Bonds.

         In  addition,  the  Company  owns most of the land but leases the three
buildings  in  which  its  corporate   headquarters   is  located.   The  CarMax
headquarters,  which is located near the site of the first CarMax  retail store,
is also leased.  The Company leases space for all warehouse,  service and office
facilities except for the aforementioned properties.

Item 3.  Legal Proceedings.

         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 position, liquidity or results of operations.

         On or about April 22, 2002, Kevin Smith,  individually and on behalf of
all others similarly situated, filed a complaint against the Company and W. Alan
McCollough  in the United  States  District  Court for the  Eastern  District of
Virginia, Richmond Division. The Complaint seeks certification of a class, which
would include all purchasers of the Company's  common stock between  December 6,
2001, and February 22, 2002, and alleges that, during the specified time period,
the  Company  and  Mr.   McCollough   violated   federal   securities   laws  by
misrepresenting  material facts about the business and operations of the Circuit
City Group. The plaintiff seeks  unspecified  compensatory  damages,  attorneys'
fees and costs.  Although  the  complaint  uses the general term common stock in
describing  the  class  of  stockholders  it  seeks  to  clarify,  the  specific
allegations  regarding  stock price all relate to the Circuit  City Group Common
Stock.  Regardless,  the Company believes that the allegations are without merit
and that the  Company  has  substantial  defenses  to the claims  alleged.  As a
result, the Company intends to defend the action vigorously.

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, 2002.

Executive Officers of the Company.

         The following table  identifies the present  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. All executive officers are generally elected annually and serve for
one year or until their  successors  are elected and  qualify.  The next general
election of officers will occur in June 2002.

             Name                    Age               Office

      W. Alan McCollough             52        President and
                                               Chief Executive Officer

      Michael T. Chalifoux           55        Executive Vice President,
                                               Chief Financial Officer and
                                               Corporate Secretary

      John W. Froman                 48        Executive Vice President
                                               Chief Operating Officer

      Kim D. Maguire                 46        Executive Vice President
                                               Merchandising

                                 Page 15 of 22

             Name                    Age               Office


      Ann-Marie Austin-Stephens      43        Senior Vice President
                                               Store Innovation and Development

      Dennis J. Bowman               48        Senior Vice President and
                                               Chief Information Officer

      W. Stephen Cannon              50        Senior Vice President and
                                               General Counsel

      Fiona P. Dias                  36        Senior Vice President
                                               Marketing

      Philip J. Dunn                 49        Senior Vice President,
                                               Treasurer and Controller

      W. Austin Ligon                51        Senior Vice President
                                               Automotive

      Gary M. Mierenfeld             50        Senior Vice President
                                               Supply Chain

      Jeffrey S. Wells               56        Senior Vice President
                                               Human Resources and Training

         Mr.  McCollough is a director and a member of the  Company's  executive
committee.  He joined  the  Company  in 1987 as  general  manager  of  corporate
operations.  He was elected assistant vice president in 1989, vice president and
Central  Division  president in 1991,  senior vice president - merchandising  in
1994,  president and chief operating officer in 1997 and chief executive officer
in June 2000.

         Mr.  Chalifoux  is a director and a member of the  Company's  executive
committee. He joined the Company in 1983 as corporate controller and was elected
vice  president  and chief  financial  officer in 1988.  He became  senior  vice
president and chief financial officer in 1990,  corporate  secretary in 1993 and
executive vice president in 1998.

         Mr.  Froman  joined the Company in 1986 as a store  manager and general
manager in training. In 1987, he was promoted to general manager and in 1989 was
named  assistant  vice  president.  He was  promoted to  director  of  corporate
operations in 1990 and in 1992 added the title of vice president. He was elected
Central Division  president in 1994, named senior vice president - merchandising
in 1997 and was promoted to executive vice president in 2000. He was named chief
operating officer in 2001.

         Mr.  Maguire  joined the Company in 2001 as executive  vice president -
merchandising.  Prior to joining the Company,  Mr.  Maguire had been employed by
Target Stores for 20 years, most recently as senior vice president - hardlines.

         Ms.  Austin-Stephens  joined the Company in 1999 as vice  president  of
Strategic  Planning.  She was elected  senior  vice  president  in 2000.  Before
joining the  Company,  she had served  more than three years as the  director of
technology and brand  marketing for The Frito-Lay  Company and 13 years with The
Procter  and  Gamble  Company  in  various   marketing,   strategy  and  product
development positions.

         Mr.  Bowman  joined  the  Company in 1996 as vice  president  and chief
information  officer. He was elected senior vice president and chief information
officer in 1997.  Prior to joining the Company,  he had served,  since 1993,  as
senior vice president - information services for Rite Aid Corporation; from 1984
to 1993, he was a consultant with McKinsey & Company.

         Mr.  Cannon  joined the  Company in 1994 as senior vice  president  and
general  counsel.  Prior to joining the  Company,  he had been,  since  1986,  a
partner in Wunder, Diefenderfer,  Ryan, Cannon & Thelen, a Washington, D.C., law
firm.

         Ms.  Dias  joined  the  Company  in 2000 as  senior  vice  president  -
marketing.  Before joining the Company, she was chief marketing officer at Stick
Networks,  Inc.;  vice president - marketing and  development  for the Frito-Lay
Company from

                                 Page 16 of 22

1999 to 2000;  from  1996 to 1999,  she was  director  of brand  management  and
corporate development at Pennzoil Quaker State Company; and, prior to 1996, held
various brand management positions with The Procter and Gamble Company.

         Mr. Dunn joined the Company in 1984.  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.  Ligon  joined the  Company in 1990 as vice  president  - corporate
planning and  communications.  He was elected  senior vice president - corporate
planning and  communications in 1991, senior vice president - corporate planning
and  automotive  in 1994 and  senior  vice  president  -  automotive  and CarMax
president in 1996.

         Mr.  Mierenfeld  joined  the  Company  in  1993  as  vice  president  -
distribution. He was elected senior vice president - supply chain in 1999.

         Mr. Wells  joined the Company in 1996 as senior vice  president - human
resources and training.  Prior to joining the Company, he had served as a senior
vice president of Toys "R" Us, Inc. since 1992.

                                     Part II


         With the exception of the  information  incorporated  by reference from
the 2002 Annual  Report to  Stockholders  and the  Supplement to Annual Report -
Management's  Discussion  and Analysis of Results of  Operations  and  Financial
Condition in Item 2 of Part I and Items 5, 6, 7, 7a and 8 of Part II and Item 14
of Part IV of this Form 10-K, the Company's  2002 Annual Report to  Stockholders
and the  Supplement to Annual Report -  Management's  Discussion and Analysis of
Results of Operations  and  Financial  Condition are not to be deemed filed as a
part of this Report.


Item 5.  Market for the Company's Common Equity and Related Stockholder Matters.

         Incorporated herein by reference is the information appearing under the
heading  "Common  Stock"  on page 35 of the  Company's  2002  Annual  Report  to
Stockholders.

         As of April 30, 2002,  there were 8,195  shareholders  of record of the
Circuit  City Group Common  Stock and 405  shareholders  of record of the CarMax
Group Common Stock.

Item 6.  Selected Financial Data.

         Incorporated herein by reference is the information appearing under the
heading  "Reported  Historical  Information"  on page 23 of the  Company's  2002
Annual Report to Stockholders.

Item 7.  Management's  Discussion  and  Analysis  of Results of  Operations  and
         Financial Condition.

         Incorporated herein by reference is the information appearing under the
heading  "Management's  Discussion  and  Analysis of Results of  Operations  and
Financial Condition" on pages 23 through 35 for Circuit City Stores, Inc., pages
55 through 61 for the Circuit City Group, and pages 78 through 83 for the CarMax
Group of the Company's  2002 Annual Report to  Stockholders  and the  additional
finance  operation  disclosure in the Supplement to Annual Report - Management's
Discussion  and Analysis of Results of Operations  and Financial  Condition.  As
previously announced, CarMax, Inc. has filed a registration statement related to
the proposed  separation of the CarMax auto superstore business from the Circuit
City  consumer  electronics  business.   The  risk  factors  contained  in  that
registration  statement  are attached to this report as Exhibit 99 and should be
read in conjunction with the cautionary  statements  listed under  "Management's
Discussion  and Analysis of Results of Operations  and  Financial  Condition" on
pages 34 and 35 of the Company's 2002 Annual Report to Stockholders.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

         Incorporated herein by reference is the information appearing under the
sub-heading "Market Risk" on page 34 for Circuit City Stores,  Inc., page 61 for
the Circuit  City Group and page 83 for the CarMax Group of the  Company's  2002
Annual Report to Stockholders.

Item 8.  Financial Statements and Supplementary Data.

         Incorporated herein by reference is the information appearing under the
headings "Consolidated  Statements of Earnings,"  "Consolidated Balance Sheets,"
"Consolidated   Statements   of  Cash  Flows,"   "Consolidated   Statements   of

                                 Page 17 of 22

Stockholders'   Equity,"  "Notes  to  Consolidated  Financial  Statements,"  and
"Independent  Auditors'  Report," on pages 36 through 54 of the  Company's  2002
Annual Report to Stockholders.

         Incorporated herein by reference is the information appearing under the
headings  "Circuit  City Group  Statements  of  Earnings,"  "Circuit  City Group
Balance  Sheets,"  "Circuit City Group  Statements of Cash Flows," "Circuit City
Group  Statements  of Group  Equity,"  "Notes to Circuit  City  Group  Financial
Statements," and "Independent  Auditors'  Report," on pages 62 through 77 of the
Company's 2002 Annual Report to Stockholders.

         Incorporated herein by reference is the information appearing under the
headings "CarMax Group  Statements of Earnings,"  "CarMax Group Balance Sheets,"
"CarMax  Group  Statements  of Cash Flows,"  "CarMax  Group  Statements of Group
Equity,  " "Notes  to  CarMax  Group  Financial  Statements,"  and  "Independent
Auditors' Report," on pages 84 through 97 of the Company's 2002 Annual Report to
Stockholders.

         Incorporated herein by reference is the information appearing under the
heading  "Quarterly  Financial  Data  (Unaudited)"  on page 54 for Circuit  City
Stores,  Inc.,  page 77 for the  Circuit  City  Group and page 97 for the CarMax
Group of the Company's 2002 Annual Report to Stockholders.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         None.

                                    Part III

         With the exception of the  information  incorporated  by reference from
the  Company's  Proxy  Statement in Items 10, 11 and 12 of Part III of this Form
10-K,  the  Company's  Proxy  Statement  dated May 10, 2002, is not to be deemed
filed as a part of this Report.

Item 10. Directors and Executive Officers of the Company.

         The  information  concerning the Company's  directors  required by this
Item is incorporated  by reference to the section  entitled "Item One - Election
of Directors"  appearing on pages 3 through 5 of the Company's  Proxy  Statement
dated May 10, 2002.

         The information concerning the Company's executive officers required by
this Item is  incorporated by reference to the section in Part I hereof entitled
"Executive Officers of the Company" appearing on pages 14 and 15.

         The  information  concerning  compliance  with  Section  16(a)  of  the
Securities  Exchange  Act of 1934  required  by this  Item  is  incorporated  by
reference to the section entitled "Section 16(a) Beneficial  Ownership Reporting
Compliance"  appearing on page 19 of the Company's Proxy Statement dated May 10,
2002.

Item 11. Executive Compensation.

         The  information  required by this Item is incorporated by reference to
the sections entitled "Compensation of Executive Officers" appearing on pages 11
through 18 of the Company's Proxy Statement dated May 10, 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The  information  required by this Item is incorporated by reference to
the section entitled "Beneficial  Ownership of Securities"  appearing on pages 6
through 8 of the Company's Proxy Statement dated May 10, 2002.

Item 13. Certain Relationships and Related Transactions.

         None.

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

                                 Page 18 of 22

     (a) The following documents are filed as part of this Report:


           1.  Financial  Statements.  The  following  Financial  Statements  of
               Circuit City Stores,  Inc., the Circuit City Group and the CarMax
               Group,  and the related  notes to  Financial  Statements  and the
               Independent  Auditors'  Reports are  incorporated by reference to
               pages 36 through  54 for  Circuit  City  Stores,  Inc.,  pages 62
               through 77 for the Circuit  City  Group,  and pages 84 through 97
               for the  CarMax  Group of the  Company's  2002  Annual  Report to
               Stockholders:

               Consolidated  Statements  of Earnings  for the fiscal years ended
               February 28 or 29, 2002, 2001 and 2000.

               Circuit  City Group  Statements  of Earnings for the fiscal years
               ended February 28 or 29, 2002, 2001 and 2000.

               CarMax  Group  Statements  of Earnings for the fiscal years ended
               February 28 or 29, 2002, 2001 and 2000.

               Consolidated Balance Sheets at February 28, 2002 and 2001.

               Circuit City Group Balance Sheets at February 28, 2002 and 2001.

               CarMax Group Balance Sheets at February 28, 2002 and 2001.

               Consolidated  Statements of Cash Flows for the fiscal years ended
               February 28 or 29, 2002, 2001 and 2000.

               Circuit City Group  Statements of Cash Flows for the fiscal years
               ended February 28 or 29, 2002, 2001 and 2000.

               CarMax Group  Statements of Cash Flows for the fiscal years ended
               February 28 or 29, 2002, 2001 and 2000.

               Consolidated  Statements of  Stockholders'  Equity for the fiscal
               years ended February 28 or 29, 2002, 2001 and 2000.

               Circuit  City  Group  Statements  of Group  Equity for the fiscal
               years ended February 28 or 29, 2002, 2001 and 2000.

               CarMax  Group  Statements  of Group  Equity for the fiscal  years
               ended February 28 or 29, 2002, 2001 and 2000.

               Notes to Consolidated Financial Statements.

               Notes to Circuit City Group Financial Statements.

               Notes to CarMax Group Financial Statements.

               Independent Auditors' Report, Circuit City Stores, Inc.

               Independent Auditors' Report, Circuit City Group.

               Independent Auditors' Report, CarMax Group.

           2.  Financial Statement Schedules.  The following financial statement
               schedules of Circuit City  Stores,  Inc.,  Circuit City Group and
               CarMax Group for the fiscal years ended  February 28 or 29, 2002,
               2001 and 2000,  are filed as part of this  Report  and  should be
               read in conjunction with the Financial Statements of Circuit City
               Stores, Inc., Circuit City Group and CarMax Group.

 
                  II  Valuation and Qualifying Accounts and Reserves, Circuit City Stores, Inc.                      S-1

                  II  Valuation and Qualifying Accounts and Reserves, Circuit City Group                             S-1

                  II  Valuation and Qualifying Accounts and Reserves, CarMax Group                                   S-1

                                  Page 19 of 22

                      Independent Auditors' Report on Circuit City Stores, Inc. Financial Statement Schedule         S-2

                      Independent Auditors' Report on Circuit City Group Financial Statement Schedule                S-2

                      Independent Auditors' Report on CarMax Group 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  Index  to
               Exhibits immediately  following the financial statement schedules
               are filed as part of, or  incorporated  by reference  into,  this
               Report.

      (b)  Reports on Form 8-K.

           The Company  filed a Form 8-K on February  22, 2002,  announcing  the
           Company's plans to split-off its CarMax auto Superstore business.

                                 Page 20 of 22




                                   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.
                                    (Registrant)



                                    By /s/W. Alan McCollough
                                       -------------------------
                                    W. Alan McCollough
                                    President and Chief Executive Officer


                                    By /s/Michael T. Chalifoux
                                       -------------------------
                                    Michael T. Chalifoux
                                    Executive Vice President,
                                    Chief Financial Officer and
                                    Corporate Secretary


                                    By /s/Philip J. Dunn
                                       -------------------------
                                    Philip J. Dunn
                                    Senior Vice President, Treasurer,
                                    Corporate Controller and
                                    Chief Accounting Officer


May 28, 2002

                                 Page 21 of 22




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 and on the dates indicated:

       Signature                  Title                      Date


Carolyn H. Byrd*                 Director                 May 28, 2002
--------------------------
Carolyn H. Byrd


Michael T. Chalifoux             Director                 May 28, 2002
--------------------------
Michael T. Chalifoux


Richard N. Cooper*               Director                 May 28, 2002
--------------------------
Richard N. Cooper


Barbara S. Feigin*               Director                 May 28, 2002
--------------------------
Barbara S. Feigin


James F. Hardymon*               Director                 May 28, 2002
--------------------------
James F. Hardymon


Robert S. Jepson Jr.*            Director                 May 28, 2002
--------------------------
Robert S. Jepson Jr.


/s/Warren A. McCollough          Director                 May 28, 2002
--------------------------
Warren A. McCollough


Hugh G. Robinson*                Director                 May 28, 2002
--------------------------
Hugh G. Robinson


Paula G. Rosput*                 Director                 May 28, 2002
--------------------------
Paula G. Rosput


Mikael Salovaara*                Director                 May 28, 2002
--------------------------
Mikael Salovaara


Richard L. Sharp*                Director                 May 28, 2002
--------------------------
Richard L. Sharp


John W. Snow*                    Director                 May 28, 2002
--------------------------
John W. Snow


Carolyn Y. Woo*                  Director                 May 28, 2002
--------------------------
Carolyn Y. Woo

By: /s/Warren A. McCollough
---------------------------
Warren A. McCollough,
Attorney-In-Fact


*The original powers of attorney authorizing Warren A. McCollough and Michael T.
Chalifoux,  or either of them,  to sign this annual  report on behalf of certain
directors and officers of the Company are included as Exhibit 24.

                                 Page 22 of 22




 
                                                                                                S-1
                                   Schedule II

                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES

                 Valuation and Qualifying Accounts and Reserves
                 ----------------------------------------------
                             (Amounts in thousands)


                                        Balance at         Charged           Charge-offs          Balance at
                                        Beginning             to                 less               End of
        Description                      of Year            Income            Recoveries             Year
        -----------                      -------            ------            ----------             ----
Circuit City Stores, Inc.:

Year ended February 29, 2000:
Allowance for doubtful accounts         $  16,282           $ 7,758           $  (5,727)          $  18,313
                                        =========           =======           =========           =========

Year ended February 28, 2001:
Allowance for doubtful accounts         $ 18,313            $ 8,878           $ (18,219)          $   8,972
                                        ========            =======           =========           =========

Year ended February 28, 2002:
Allowance for doubtful accounts         $  8,972            $ 5,552           $  (9,777)          $   4,747
                                        ========            =======           =========           =========

Circuit City Group:

Year ended February 29, 2000:
Allowance for doubtful accounts         $ 11,069            $ 4,324           $  (2,898)          $  12,495
                                        ========            =======           =========           =========

Year ended February 28, 2001:
Allowance for doubtful accounts         $ 12,495            $ 5,171           $ (15,598)          $   2,068
                                        ========            =======           =========           =========

Year ended February 28, 2002:
Allowance for doubtful accounts         $  2,068            $ 3,485            $ (4,893)          $     660
                                        ========            =======            ========           =========

CarMax Group:

Year ended February 29, 2000:
Allowance for doubtful accounts         $  5,213            $ 3,434           $  (2,829)          $   5,818
                                        ========            =======           =========           =========

Year ended February 28, 2001:
Allowance for doubtful accounts         $  5,818            $ 3,707           $  (2,621)          $   6,904
                                        ========            =======           =========           =========

Year ended February 28, 2002:
Allowance for doubtful accounts         $  6,904            $ 2,067           $  (4,884)          $   4,087
                                        ========            =======           =========           =========

Certain  prior year  amounts  have been  changed  to  conform  to  current  year
presentation.




                                                                             S-2

         Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:


         Under date of April 2, 2002,  we reported on the  consolidated  balance
         sheets of Circuit City Stores,  Inc. and subsidiaries  (the Company) as
         of February 28, 2002 and 2001, and the related consolidated  statements
         of earnings, stockholders' equity and cash flows for each of the fiscal
         years in the three-year period ended February 28, 2002, as contained in
         the February 28, 2002 annual report to stockholders. These consolidated
         financial  statements  and  our  report  thereon  are  incorporated  by
         reference  in the annual  report on Form 10-K for the fiscal year ended
         February 28, 2002. In connection with our audits of the  aforementioned
         consolidated  financial  statements,  we also have  audited the related
         Circuit City Stores,  Inc.  financial  statement  schedule as listed in
         Item 14(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 schedule, when considered in relation to the basic
         consolidated financial statements taken as a whole, presents fairly, in
         all material respects, the information set forth therein.




         /s/KPMG LLP



         Richmond, Virginia
         April 2, 2002






                                                                             S-2

         Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:


         Under date of April 2, 2002,  we reported on the balance  sheets of the
         Circuit  City Group as of February  28, 2002 and 2001,  and the related
         statements  of  earnings,  group  equity and cash flows for each of the
         fiscal  years in the  three-year  period ended  February  28, 2002,  as
         contained in the February 28, 2002 annual report to  stockholders.  Our
         report  dated  April 2, 2002  includes a  qualification  related to the
         effects of not  consolidating  the CarMax  Group with the Circuit  City
         Group as required by accounting  principles  generally  accepted in the
         United States of America.  These  financial  statements  and our report
         thereon are incorporated by reference in the annual report on Form 10-K
         of Circuit  City Stores,  Inc.  for the fiscal year ended  February 28,
         2002. In  connection  with our audits of the  aforementioned  financial
         statements,  we also  have  audited  the  related  Circuit  City  Group
         financial  statement  schedule  as listed  in Item  14(a)2 of this Form
         10-K.  This  financial  statement  schedule  is the  responsibility  of
         Circuit  City  Stores,  Inc.'s  management.  Our  responsibility  is to
         express an opinion on this  financial  statement  schedule based on our
         audits.

         In our opinion,  except for the effects of not consolidating the CarMax
         Group  with the  Circuit  City  Group  as  discussed  in the  preceding
         paragraph,  such  schedule,  when  considered  in relation to the basic
         financial statements taken as a whole, presents fairly, in all material
         respects, the information set forth therein.




         /s/KPMG LLP



         Richmond, Virginia
         April 2, 2002





                                                                             S-2

         Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:


         Under date of April 2, 2002,  we reported on the balance  sheets of the
         CarMax  Group  as of  February  28,  2002  and  2001,  and the  related
         statements of  operations,  group equity and cash flows for each of the
         fiscal  years in the  three-year  period ended  February  28, 2002,  as
         contained in the February 28, 2002 annual report to stockholders. These
         financial  statements  and  our  report  thereon  are  incorporated  by
         reference  in the annual  report on Form 10-K of Circuit  City  Stores,
         Inc. for the fiscal year ended  February 28, 2002. In  connection  with
         our audits of the  aforementioned  financial  statements,  we also have
         audited the related CarMax Group financial statement schedule as listed
         in Item 14(a)2 of this Form 10-K. This financial  statement schedule is
         the  responsibility  of Circuit City  Stores,  Inc.'s  management.  Our
         responsibility  is to express an  opinion on this  financial  statement
         schedule based on our audits.

         In our opinion, such schedule, when considered in relation to the basic
         financial statements taken as a whole, presents fairly, in all material
         respects, the information set forth therein.




         /s/KPMG LLP



         Richmond, Virginia
         April 2, 2002





                            Circuit City Stores, Inc.


                           Annual Report on Form 10-K


                                INDEX TO EXHIBITS


(3)      Articles of Incorporation and Bylaws


                  (a)      Amended and Restated Articles of Incorporation of the
                           Company, effective February 3, 1997, filed as Exhibit
                           3(i)(a) to the Company's  Amended Quarterly Report on
                           Form 10-Q/A for the quarter  ended May 31, 1999 (File
                           No.  1-5767),  are expressly  incorporated  herein by
                           this reference.

                  (b)      Articles of  Amendment to the  Company's  Amended and
                           Restated Articles of  Incorporation,  effective April
                           28, 1998,  filed as Exhibit  3(i)(b) to the Company's
                           Amended  Quarterly  Report  on  Form  10-Q/A  for the
                           quarter  ended May 31,  1999 (File No.  1-5767),  are
                           expressly incorporated herein by this reference.

                  (c)      Articles of  Amendment to the  Company's  Amended and
                           Restated  Articles of  Incorporation,  effective June
                           22, 1999,  filed as Exhibit  3(i)(c) to the Company's
                           Amended  Quarterly  Report  on  Form  10-Q/A  for the
                           quarter  ended May 31,  1999 (File No.  1-5767),  are
                           expressly incorporated herein by this reference.


                  (d)      Bylaws  of  the  Company,  as  amended  and  restated
                           December  20,  2001,  filed as  Exhibit  3(ii) to the
                           Company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter  ended  November 30, 2001 (File No.  1-5767),
                           are expressly incorporated herein by this reference.


 (4)     Instruments   Defining  the  Rights  of  Security  Holders,   Including
         Indentures


                  (a)      Second Amended and Restated Rights Agreement dated as
                           of July 10, 2001, between the Company and Wells Fargo
                           Bank  Minnesota,  N.A.  (Formerly  Named Norwest Bank
                           Minnesota, N.A.), dated as of July 20, 2001, filed as
                           Exhibit 1 to the  Company's  Form 8-A/A filed on July
                           20, 2001 (File No. 1-5767), is expressly incorporated
                           herein by this reference.


                  (b)      $100,000,000 term loan agreement dated July 28, 1994,
                           between the  Company,  The  Long-Term  Credit Bank of
                           Japan,   Limited,  as  agent,  and  the  banks  named
                           therein.   Pursuant   to   Item   601(b)(4)(iii)   of
                           Regulation  S-K,  in  lieu of  filing  a copy of such
                           agreement,  the  Company  agrees to furnish a copy of
                           such agreement to the Commission upon request.


                  (c)      First  Amendment to Term Loan Agreement dated October
                           24, 1995,  to the  $100,000,000  term loan  agreement
                           dated  July  28,  1994,  between  the  Company,   The
                           Long-Term  Credit Bank of Japan,  Limited,  as agent,
                           and  the  banks  named  therein.   Pursuant  to  Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (d)      Second  Amendment to Term Loan Agreement dated August
                           21, 1996,  to the  $100,000,000  term loan  agreement
                           dated  July  28,  1994,  between  the  Company,   The
                           Long-Term  Credit Bank of Japan,  Limited,  as agent,
                           and  the  banks  named  therein.   Pursuant  to  Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (e)      Third   Amendment  to  Term  Loan   Agreement   dated
                           September  23, 1999,  to the  $100,000,000  term loan
                           agreement  dated July 28, 1994,  between the Company,
                           General  Electric Capital  Corporation,  as successor
                           agent, and the banks named therein.  Pursuant to Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (f)      Fourth   Amendment  to  Term  Loan  Agreement   dated
                           December  15,  2000,  to the  $100,000,000  term loan
                           agreement  dated July 28, 1994,  between the Company,
                           General  Electric Capital  Corporation,  as successor
                           agent, and the banks named therein.  Pursuant to Item
                           601(b)(4)(iii) of Regulation S-K. In lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy of such agreement to Commission upon request.


                  (g)      $150,000,000  Credit Agreement dated August 31, 1996,
                           between the Company,  Crestar Bank, as agent, and the
                           banks named therein.  Pursuant to Item 601(b)(4)(iii)
                           of  Regulation  S-K, in lieu of filing a copy of such
                           agreement,  the  Company  agrees to furnish a copy of
                           such agreement to the Commission upon request.


                  (h)      First  Amendment  to  Credit  Agreement  dated May 1,
                           1998,  to the  $150,000,000  Credit  Agreement  dated
                           August 31, 1996,  between the Company,  Crestar Bank,
                           as agent,  and the banks named  therein.  Pursuant to
                           Item  601(b)(4)(iii)  of  Regulation  S-K, in lieu of
                           filing a copy of such  agreement,  the Company agrees
                           to furnish a copy of such agreement to the Commission
                           upon request.

                  (i)      Second  Amendment to Credit Agreement dated September
                           1, 1999, to the  $150,000,000  Credit Agreement dated
                           August 31, 1996,  between the Company,  Crestar Bank,
                           as agent,  and the banks named  therein.  Pursuant to
                           Item  601(b)(4)(iii)  of  Regulation  S-K, in lieu of
                           filing a copy of such  agreement,  the Company agrees
                           to furnish a copy of such agreement to the Commission
                           upon request.

                  (j)      Third  Amendment to Credit  Agreement  dated December
                           15, 2000, to the $150,000,000  Credit Agreement dated
                           August 31,  1996,  between the Company  SunTrust,  as
                           successor   agent,   and  the  banks  named  therein.
                           Pursuant to Item 601(b)(4)(iii) of Regulation S-K, in
                           lieu of filing a copy of such agreement,  the Company
                           agrees  to  furnish a copy of such  agreement  to the
                           Commission upon request.


(10)     Material Contracts*


                  (a)      The  Company's  2000  Non-Employee   Directors  Stock
                           Incentive Plan,  filed as Appendix A to the Company's
                           Definitive  Proxy  Statement  dated May 10, 2000, for
                           the Annual Meeting of  Shareholders  held on June 13,
                           2000 (File No.  1-5767),  is  expressly  incorporated
                           herein by this reference.

                  (b)      Amendments effective June 15, 2001, to Company's 2000
                           Non-Employee Directors Stock Incentive Plan, filed as
                           Exhibit 10 to the Company's  Quarterly Report on Form
                           10-Q for the  quarter  ended May 31,  2001  (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (c)      The Company's  Amended and Restated 1989 Non-Employee
                           Directors  Stock Option  Plan,  filed as Exhibit A to
                           the Company's Definitive Proxy Statement dated May 9,
                           1997, for the Annual Meeting of Shareholders  held on
                           June  17,  1997  (File  No.  1-5767),   is  expressly
                           incorporated herein by this reference.


                  (d)      Amendments  adopted June 17, 1997,  to the  Company's
                           Amended  and  Restated  1989  Non-Employee  Directors
                           Stock  Option  Plan  filed as  Exhibit  10(ii) to the
                           Company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter  ended May 31,  1997  (File No.  1-5767),  is
                           expressly incorporated herein by this reference.


                  (e)      The Company's 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.


                  (f)      Amendments  effective June 13, 2000, to the Company's
                           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),  is  expressly  incorporated  herein by this
                           reference.


                  (g)      Amendment  effective  June 15, 1999, to the Company's
                           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.


                  (h)      Letter  agreement  and  non-compete  agreement  dated
                           January  30,  1996,   (revised  February  12,  1996),
                           between  the  Company  and Alan L.  Wurtzel  filed as
                           Exhibit 10(g) to the Company's  Annual Report on Form
                           10-K for the fiscal  year  ended  February  28,  1995
                           (File No. 1-5767),  is expressly  incorporated herein
                           by this reference.


                  (i)      Employment  agreement between the Company and Richard
                           L. Sharp dated October 17, 1986, and amendment  dated
                           August 1, 1989, to the employment agreement, filed as
                           Exhibit 10(m) to the Company's  Annual Report on Form
                           10-K for the fiscal  year  ended  February  28,  1993
                           (File No. 1-5767),  is expressly  incorporated herein
                           by this reference.

                  (j)      Employment  agreement between the Company and John W.
                           Froman dated June 27, 1990, filed as Exhibit 10(i) to
                           the  Company's  Annual  Report  on Form  10-K for the
                           fiscal  year  ended   February  28,  2001  (File  No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.

                  (k)      Employment  agreement between the Company and William
                           A. Ligon dated April 25, 1995, filed as Exhibit 10(j)
                           to the  Company's  Annual Report on Form 10-K for the
                           fiscal  year  ended   February  28,  2001  (File  No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (l)      Employment  agreement dated May 25, 1989, between the
                           Company  and Michael T.  Chalifoux,  filed as Exhibit
                           10(x) to the Company's Annual Report on Form 10-K for
                           the fiscal  year ended  February  28,  1991 (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (m)      Employment  agreement  dated April 24, 1995,  between
                           the Company and W. Alan  McCollough  filed as Exhibit
                           10(l) to the Company's Annual Report on Form 10-K for
                           the fiscal  year ended  February  28,  1995 (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (n)      The Company's Annual Performance-Based Bonus Plan, as
                           amended as of January 24, 1997,  filed as Annex IV 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.


                  (o)      The   Company's   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.


                  (p)      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.


                  (q)      Benefit  Restoration  Plan,  effective  February  28,
                           1999,  filed as Exhibit 10(m) to the Company's Annual
                           Report  on  Form  10-K  for  the  fiscal  year  ended
                           February  28,  1999  (File   1-5767),   is  expressly
                           incorporated herein by this reference.


(13)     Annual Report to Stockholders

         Pages 23 through 97 of the Company's  Annual Report to stockholders for
         the fiscal year ended  February 28, 2002,  and the Supplement to Annual
         Report - Management's  Discussion and Analysis of Results of Operations
         and Financial Condition



(21)     Subsidiaries of the Company


(23)     Consents of Experts and Counsel


         Consent of KPMG LLP


(24)     Powers of Attorney


(99)     Additional Exhibits


         Risk Factors excerpt from the  Registration  Statement of CarMax,  Inc.
         filed in connection with the proposed separation of the CarMax business
         from the Circuit City business  (Registration No. 333-85240;  Amendment
         No. 1 filed with the  Securities  and  Exchange  Commission  on May 14,
         2002)

*All contracts  listed under Exhibit 10 are management  contracts,  compensatory
plans or arrangements of the Company required to be filed as an exhibit.