<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1999
                                       OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________

                         Commission file number 0-22532

                           ULTIMATE ELECTRONICS, INC.
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                       84-0585211
   --------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. employer
   incorporation or organization)                         identification no.)

321A WEST 84TH AVENUE, THORNTON, COLORADO                       80221
 (Address of principal executive offices)                     (Zip code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (303) 412-2500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  Not Applicable

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, $.01 PAR VALUE PER SHARE
   --------------------------------------------------------------------------
                                 Title of Class

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 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]

The aggregate market value of the voting and non-voting stock held by 
non-affiliates of the Registrant as of April 30, 1999 was approximately 
$114,294,068. The number of outstanding shares of Common Stock as of April 
30, 1999 was 8,163,862.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Annual Report to Stockholders for the fiscal year ended 
January 31, 1999 are incorporated by reference into Parts II, III and IV of 
this report. Portions of the Registrant's definitive Proxy Statement for the 
1999 Annual Meeting of Stockholders to be held June 15, 1999 are incorporated 
by reference into Part III of this report.

<PAGE>

                                     PART I

ITEM 1.    BUSINESS

Ultimate Electronics, Inc. (the "Company") is a leading specialty retailer of 
home entertainment and consumer electronics in Colorado, Idaho, Iowa, 
Minnesota, Nevada, New Mexico, Oklahoma, South Dakota and Utah. The Company 
operates thirty stores, including ten stores in Colorado under the trade name 
SoundTrack, eleven stores in Idaho, Iowa, Nevada, New Mexico, Oklahoma, and 
Utah under the trade name Ultimate Electronics and nine stores in Minnesota 
and South Dakota under the trade name Audio King. Founded in 1968, the 
Company grew to nine stores by 1993 and became a public company on October 
15, 1993. The Company has opened ten new 31,000 to 52,000 square foot stores 
and relocated and expanded five of its existing Colorado stores to this 
larger format in the past six years. On June 27, 1997, the Company completed 
a merger in which the Company acquired all of the outstanding shares of Audio 
King Corporation ("Audio King"). Audio King, a consumer specialty electronics 
company, operated 11 retail stores; eight in Minnesota, two in Iowa and one 
in South Dakota. The Audio King stores and four of the SoundTrack stores 
range in size from 3,200 to 28,000 square feet. In November 1997, the Company 
remodeled the two Audio King stores in Iowa, reopening the stores under the 
name Ultimate Electronics. In addition, the Company also completed changes to 
four of the Minneapolis Audio King stores. These changes allowed for 
increased selection in those stores in the key area of larger format 
television as well as other product categories.

The Company strives to appeal to a wide range of customers with an emphasis 
on selling mid to upscale products. The Company believes its stores enable it 
to differentiate itself from its competitors by providing a comprehensive 
selection of name brand consumer electronics, with an emphasis on limited 
distribution upscale brands, as well as by offering an extensive range of 
customer services and by displaying multiple home theater and audio 
demonstration rooms. The Company believes that these factors, together with 
its open and uncrowded merchandise displays and its policy of matching the 
lowest prices of its competitors, make it an attractive alternative to 
appliance/electronics superstores and mass merchants selling consumer 
electronics.

For the year ended January 31, 1999, sales were $337.5 million, a 10% 
increase from sales of $306.3 million for the prior year. The increase in 
sales during fiscal 1999 was due primarily to the effect of having the Audio 
King stores for a full year along with an increase in sales for comparable 
stores. Comparable store sales increased 2% for the year ended January 31, 
1999 compared to a decrease of 6% in comparable store sales for the year 
ended January 31, 1998. As announced on May 21, 1998, the Company 
significantly reduced its computer assortment. Excluding the computer 
category, comparable store sales were up 7% for the year.

BUSINESS STRATEGY

The Company's strategy is to position itself as the upscale, full service 
consumer electronics alternative to its competitors and to satisfy consumer 
demand for increasingly sophisticated consumer electronics products, 
particularly in the core categories of audio and video. Key elements of its 
business strategy include:

EXTENSIVE PRODUCT SELECTION. The Company is committed to offering an 
extensive selection of high quality, brand name home entertainment and 
consumer electronics products. The Company offers over 6,000 stock keeping 
units ("SKU's") representing approximately 200 brand names, a significant 
portion of which are limited distribution brands that are only available 
through selected retailers. As a result, the Company carries a larger 
selection of full-featured, high quality products than is generally available 
at the Company's competitors. Each product category includes a wide range of 
price points.

EXCELLENT CUSTOMER SERVICE. Since inception, the Company has been committed 
to providing excellent customer service through well-trained sales 
consultants and an extensive range of customer services. The Company provides 
its new sales consultants with more than two weeks of intensive classroom 
training and continues with on-the-job instruction in product and vendor 
knowledge, sales techniques and customer service. The Company has regional 
service centers in Albuquerque, Boise, Denver, Des Moines, Las Vegas, 
Minneapolis, Salt Lake City and Tulsa 

                                       1
<PAGE>

enabling it to provide fast and efficient service. The Company also provides 
a 30-day money-back satisfaction guarantee, an in-stock guarantee on 
advertised items, home delivery and setup, home theater and audio 
installation and design, home satellite installation, mobile electronics 
installation and extended service contracts.

ADVERTISING AND MARKETING. The Company's advertising strategy stresses 
nationally recognized brands at competitive prices primarily through 
newspaper, radio and direct mail media. The Company is a significant 
newspaper advertiser in the markets it serves, producing all of its print 
advertising through its in-house advertising department. The Company also 
employs an outside advertising agency that produces and places the Company's 
radio commercials. The Company's marketing programs are designed to create an 
awareness of the Company's comprehensive selection of high quality, brand 
name merchandise, as well as its competitive pricing. The Company typically 
advertises a broader selection of audio and video products than its 
competitors and presents a blend of aggressive promotional starting price 
points on competing products with higher price points on more fully featured 
products. The Company has spent substantial funds on advertising and 
marketing in various forms of media to establish name recognition for its new 
stores.

UPSCALE STORE FORMAT. The Company has developed a store format to emphasize 
and merchandise mid to upscale products. Each store has displays designed to 
provide the customer with a full spectrum of the Company's products upon 
entering a store. These displays allow customers to make extensive 
side-by-side product comparisons. The Company's larger stores have 
substantially more selling space, providing customers with an uncluttered 
presentation of the latest technology and featuring multiple demonstration 
rooms dedicated to home theater and mobile electronics products.

COMPETITIVE PRICING. The Company emphasizes competitive product pricing and 
reinforces this strategy with extensive advertising and a "60-day price 
guarantee." The Company monitors pricing at competing stores on a weekly 
basis through pricing surveys and adjusts its prices by market as necessary. 
The Company believes that competitive pricing enables it to attract new 
customers as well as to maintain customer loyalty.

EXPANSION STRATEGY

The Company intends to expand into select metropolitan areas in the Rocky 
Mountain, Midwest and Southwest regions with 24,000 to 32,000 square foot 
stores. With the exception of the Thornton facility, all current stores are 
leased. The Company has begun analyzing new store opportunities in existing 
markets to replace some of the Company's smaller locations. The Company 
converted one of its Colorado stores from an outlet store to a regular store 
on September 4, 1998. The Company expects to relocate and expand two to five 
of its locations within the next two years along with the possibility of 
adding new stores. At the present time, no firm commitments for relocated or 
new stores have been made. The Company currently anticipates these events to 
occur late in fiscal year 2000 and beyond. The cost of these future stores is 
anticipated to be between $1.0 million and $1.5 million, depending on tenant 
allowances. Preopening expenses are expected to average $250,000, and include 
such items as advertising prior to opening, recruitment and training of new 
employees and the costs of opening stores. In the event of relocations of 
existing stores, preopening costs may be significantly higher due to early 
termination of the store leases. The inventory requirement of the Company's 
new stores is expected to average approximately $1.5 million, approximately 
$750,000 of which is financed through trade credit.

The Company's expansion strategy focuses on identification of attractive 
metropolitan areas in the Rocky Mountain, Midwest and Southwest regions based 
on an evaluation of local market opportunities, as well as the size, strength 
and merchandising philosophy of potential competitors. The Company obtains 
demographic analyses of major metropolitan areas to determine new store 
locations and potential sales volumes, as well as the optimum number of 
stores to open in a specific market. The Company's specific location strategy 
focuses on power centers or freestanding locations near shopping malls. In 
choosing sites within a market, the Company applies standard site selection 
criteria which take into account numerous factors including local 
demographics, traffic patterns, highway visibility and overall retail 
activity.

                                       2
<PAGE>

MERCHANDISING

PRODUCTS. The Company offers its customers a comprehensive selection of high 
quality, brand name television, video, home audio, mobile electronics and 
home office products. This selection consists of over 6,000 SKU's, 
representing approximately 200 brand names. The Company offers customers a 
wide range of price points within each product category, with the greatest 
depth in middle to higher priced items. Within its product categories, the 
Company carries and actively promotes new models as they become available. 
The Company does not carry home appliances or software. During the second 
quarter of fiscal 1999, the Company significantly reduced its computer 
assortment, concentrating on a limited number of computer packages 
emphasizing Sony personal computers and Canon printers.

The following table, which is derived from the Company's internal sales 
records, indicates the percentage of sales in each major product group for 
the Company's last three fiscal years. The percentages include installation 
and other services in these categories. Historical percentages may not be 
indicative of the Company's future product mix.

<TABLE>
<CAPTION>
                                  FISCAL YEAR ENDED JANUARY 31,
                               ------------------------------------
PRODUCT CATEGORY               1999            1998            1997
----------------               ----            ----            ----
<S>                            <C>             <C>             <C>
Television/Satellite            31%             28%             29%
Audio                           24%             23%             22%
Mobile                          15%             12%             16%
Video                           15%             14%             13%
Home Office                      7%             14%             12%
Other                            8%              9%              8%

</TABLE>

PRICING. The Company emphasizes competitive pricing on high visibility items 
and reinforces this strategy with extensive advertising. The Company monitors 
pricing at competing stores on a weekly basis through pricing surveys and 
adjusts its prices by market as necessary. The Company's commitment to offer 
competitive prices is supported by its "60-day price guarantee", under which 
the Company refunds 110% of the difference between the original purchase 
price and any locally available lower price for the same item under the same 
purchase conditions. Sales and other special events, which the Company 
conducts from time to time, may have lower than normal prices on selected 
products and product categories.

PURCHASING. Substantially all of the Company's products are purchased 
directly from manufacturers. Each of the Company's buyers has responsibility 
for specified product categories. Buyers are assisted by a management 
information system that provides them with current inventory quantity, price 
and sales information by SKU, thus allowing them to react quickly to market 
changes. The Company works closely with its manufacturers and forecasts 
purchases on a non-binding basis up to one year in advance.

The Company is a member of a volume buying group, Progressive Retailers' 
Organization, consisting of other companies similar to the Company with 
respect to the type of merchandise sold. Membership in this organization has 
enabled the Company to obtain volume rebates, special buys and access to 
close-out and final production items. As a result, the Company believes it is 
able to obtain competitive pricing and terms.

During the fiscal year ended January 31, 1999, the Company's ten largest 
suppliers accounted for approximately 76% of the merchandise purchased by the 
Company. Two of the Company's suppliers, Sony and Mitsubishi, each accounted 
for more than 10% of its merchandise mix. The master agreements under which 
the Company operates with each of its suppliers are normally terminable upon 
30 to 60 days notice by either party. The Company does not have commitments 
of longer than one year with the majority of its product suppliers, as is 
customary in the industry.

                                       3
<PAGE>

STORE OPERATIONS

STORES. The Company's 15 larger format stores each occupy 31,000 to 52,000 
square feet, with 16,700 to 30,400 square feet of selling space. The Company 
has developed this store format to emphasize and merchandise mid to upscale 
products. Each store has displays designed to provide the customer with a 
full spectrum of the Company's products upon entering a store. These stores 
have additional home audio and car stereo demonstration rooms, additional 
home theater rooms, expanded portable electronics displays and expanded 
computer and home office displays as compared to the smaller store format. In 
addition, the new stores offer home installation, home satellite 
installation, a home planning center, home theater furniture, and an expanded 
area for large-screen televisions. The remaining space is dedicated to a 
designated play area for children, a car installation facility, a service 
facility, a store warehouse and general office space.

The Company's 13 smaller format stores range in size from 9,300 to 28,200 
square feet (5,600 to 17,900 square feet of selling space). The selling space 
in the stores typically contains two audio and two car stereo demonstration 
rooms, one home entertainment theater and an automobile equipped with the 
latest in car audio and car security products. The Company also operates two 
mall based stores that are each 3,200 square feet (both stores have off-site 
installation and storage).

DISTRIBUTION. The Company currently distributes products to all of its stores 
from a 175,000 square foot warehouse located in Thornton, Colorado, a suburb 
of Denver. All of the Company's stores in Colorado are located within 
approximately 60 miles of this warehouse. For stores over 100 miles away from 
Denver, the Company uses contract carriers for distribution from its 
warehouse.

MANAGEMENT INFORMATION SYSTEMS. The Company's management information system, 
using proven third party software, was installed in August 1990 and is 
upgraded with enhancements nearly every year. In addition, the system runs on 
Unix-based Hewlett Packard computer hardware which will be upgraded to 
accommodate future growth. The Company believes this system will be Year 2000 
compliant by October 31, 1999 and will support its anticipated growth. This 
on-line system connects all of the Company's facilities through digital phone 
lines which allows sales consultants to determine the location of all of the 
Company's inventory at any time. Pricing can be changed immediately in each 
geographical market by the Company's buyers and store management to react to 
competitor pricing. New signage can be generated on a daily basis. 
Immediately following the merger with Audio King, all of Audio Kings' store 
systems and inventory were integrated into the Company's management 
information system.

CUSTOMER SERVICE

Since its inception, the Company has been committed to providing excellent 
customer service through well-trained sales consultants and a broad range of 
customer services.

SALES CONSULTANTS. The Company provides its sales consultants with a minimum 
of two weeks of intensive classroom training which begins with an orientation 
from one or more of the Company's executive officers and continues with 
instruction in areas such as technical knowledge by product category and 
vendor, policies and procedures of the Company and various other sales 
techniques. On an ongoing basis, sales consultants attend in-house training 
sessions conducted by dedicated in-house trainers and manufacturers' 
representatives and also receive sales, product and other information in 
daily store meetings. Certain sales consultants specialize in particular 
product categories to provide customers with greater technical assistance.

The Company's sales consultants are compensated pursuant to a flexible 
incentive pay plan with commissions determined on the basis of sales and 
gross margins. The Company also motivates its sales consultants by providing 
opportunities for advancement within the Company. All of the Company's store 
management have been promoted from within the Company.

                                       4
<PAGE>

SERVICES. The Company supports its product sales by providing many important 
customer services, including home delivery and setup, home theater and audio 
installation and design, home satellite installation, mobile electronics 
installation, extended service contracts and regional service centers that 
offer in-home and carry-in repair services. The Company also provides 
in-store product instruction and will provide follow-up instruction at a 
customer's home upon request.

Virtually all merchandise purchased from the Company may be taken to any of 
the Company's stores for repair, whether or not the product is under the 
manufacturer's warranty or an extended service contract. In order to provide 
maximum service to its customers, the Company has regional service centers in 
Albuquerque, Boise, Denver, Des Moines, Las Vegas, Minneapolis, Salt Lake 
City and Tulsa. Two of the Company's service facilities, located at its 
distribution centers in Thornton and Minneapolis, provide backup for the 
Company's other regional service centers. The Company employs over 150 
employees in connection with its service business. Each service department is 
staffed with product specialists capable of making complex repairs. In 
addition, the Company operates a fleet of approximately 100 customer service 
vehicles to provide in-home repair and delivery, installation and setup of 
home satellites, home theater components and televisions.

The Company offers extended service contracts to its customers for most 
categories of its products. The extended service contracts cover services or 
time periods not covered by the manufacturer's warranty on such products and 
are noncancelable. These contracts are administered for the Company by an 
unaffiliated third party (the "Warrantor") that pays for the repair service. 
The Company sells extended service contracts to the Warrantor on a 
nonrecourse basis. The Warrantor is required by its agreement with the 
Company to maintain insurance to protect the Company in the event that the 
Warrantor fails to fulfill its obligations under the extended service 
contracts and the Company is a named loss-payee under the agreement. Gross 
margins from the sale of extended service contracts are higher than the 
average gross margins of the Company's other products.

The Company has a private label credit card which is financed, operated and 
serviced by a third party (the "Finance Company"). The Company entered into 
an agreement with the Finance Company whereby the Finance Company retains all 
credit risk associated with the private label credit card. In addition, 
certain manufacturers sponsor their own private label credit cards. These 
arrangements permit the Company to provide its customers with financing 
promotions, including interest-free and deferred payments, without using the 
Company's working capital. During fiscal 1999, approximately 26% of the 
Company's sales were purchased through these private label and manufacturer 
sponsored credit cards.

COMPETITION

The Company operates in a highly competitive and price sensitive industry. 
The Company faces competition from mass merchants, department stores, 
specialty stores, appliance/electronics stores and smaller independent 
merchants. The Company considers its primary competitors to include consumer 
electronics retailers such as Best Buy and Circuit City as well as mass 
merchants such as Sears and Montgomery Ward. The Company competes with 
Circuit City in every market except Iowa; Sioux Falls, South Dakota; 
Rochester, Minnesota and Boulder, Colorado. The Company competes with Best 
Buy in every market except Utah and Idaho. The Company expects to face 
competition from Circuit City in Boulder, Colorado sometime during the summer 
of 1999. The Company expects to compete with Best Buy and Circuit City in 
each of its other markets at some point in the future, but knows of no other 
openings in its other markets at this time. The Company's primary competitors 
have greater financial and other resources than the Company. There can be no 
assurance that the Company's operating results will not be adversely affected 
in fiscal 2000 and beyond by such increased competition. In addition, if such 
competitors seek to gain or retain market share by reducing prices, the 
Company may be required to reduce its prices, thereby reducing gross margins 
and profits. In addition, as the Company expands into markets where the 
Company's name may not be recognized, its success will depend in part on its 
ability to compete with established and future competitors in such markets.

                                       5
<PAGE>

EMPLOYEES

As of January 31, 1999, the Company employed approximately 1,600 persons, 
approximately 1,350 of whom were store, customer delivery or service 
employees and approximately 250 of whom were main warehouse or corporate 
personnel. The Company considers its employee relations to be good. Most 
employees, other than corporate and store support personnel, are paid 
pursuant to a flexible pay plan. The Company believes that it provides 
working conditions and wages that compare favorably with those of other 
companies within the industry. The Company's employees do not have a 
collective bargaining agreement.

SERVICE MARKS

Ultimate Electronics-Registered Trademark-, SoundTrack-SM-, Audio 
King-Registered Trademark-, Fast Trak-Registered Trademark-, Big Names, 
Little Prices - Guaranteed-SM- and Simple Solution-SM- are service marks of 
the Company.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995

Statements that are not historical facts contained in this report are forward 
looking statements that involve risks and uncertainties that could cause 
actual results to differ from projected results. Factors that could cause 
actual results to differ materially from the Company's projections, 
forecasts, estimates and expectations include, but are not limited to, 
statements about business strategy, expansion strategy, competition and those 
listed on page 14 of the section labeled "Management's Discussion and 
Analysis of Financial Condition and Results of Operations - Safe Harbor 
Statement Under the Private Securities Litigation Reform Act" in the 
Company's 1999 Annual Report to Stockholders; risks regarding increases in 
promotional activities of competitors, changes in consumer buying attitudes, 
the presence or absence of new products or product features in the Company's 
merchandise categories, changes in vendor support for advertising and 
promotional programs, changes in the Company's merchandise sales mix, general 
economic conditions, fluctuations in consumer demand, the results of 
financing efforts and other risk factors detailed in the Company's Securities 
and Exchange Commission filings.

As provided for under the Private Securities Litigation Reform Act of 1995, 
the Company wishes to caution investors that the following important factors, 
among others, in some cases have affected and in the future could affect the 
Company's actual results of operations and cause such results to differ 
materially from those anticipated in forward-looking statements made in this 
document and elsewhere by or on behalf of the Company:

      a) Competition. The Company encounters intense competition in all 
product categories and competes with national and other companies. Most of 
the companies with which the Company competes have greater capital and other 
resources.

      b) Dependence on Key Suppliers. The Company is dependent on certain 
suppliers for delivery of products that contribute significantly to the 
Company's sales. While the Company believes that alternative suppliers are 
available, the loss of a key supplier could have an adverse effect on the 
Company's business.

      c) Industry Factors. The presence or lack of new products or product 
features as well as the expectation of new products in the product categories 
that the Company sells has an impact on the Company's business, as well as 
the product mix of actual merchandise sold.

      d) Economic and Market Conditions. The Company's business is affected 
by changes in general economic conditions such as consumer attitudes towards 
the economy in general, consumer credit availability, interest rates and 
inflation.

                                       6
<PAGE>

ITEM 2.    PROPERTIES

As of January 31, 1999, the Company operates ten stores in Colorado, eight 
stores in Minnesota, four stores in Utah, two stores in Las Vegas, Nevada, 
two stores in Iowa, and one store each in Albuquerque, New Mexico, Boise, 
Idaho, Tulsa, Oklahoma and Sioux Falls, South Dakota. Each store, other than 
the store located in Thornton, Colorado, is leased. The following table sets 
forth data regarding the Company's store locations.

<TABLE>
<CAPTION>
                                 YEAR       LATEST YEAR   APPROXIMATE     APPROXIMATE         LEASE
                              ORIGINALLY   REMODELED OR      TOTAL       RETAIL SELLING     EXPIRATION
  CURRENT STORE LOCATIONS       OPENED       RELOCATED    SQUARE FEET     SQUARE FEET         DATE (1)
                              ----------   ------------   -----------    --------------     ----------
<S>                           <C>          <C>            <C>            <C>                <C>
COLORADO:

6490 Wadsworth Blvd.                                                     
Arvada, CO                       1968          1991          14,500         9,500         2006

1955 28th Street                                                         
Boulder, CO                      1985          1996          34,700        20,300         2047

1230 N. Academy Blvd.                                                    
Colorado Springs, CO             1989           N/A          14,900         9,800         2001

1370 S. Colorado Blvd.
Denver, CO                       1976          1994          31,600        16,700         2004

9657 E. County Line Rd.
Englewood, CO                    1983          1997          41,300        23,000         2004

4606 S. Mason St.                                                        
Fort Collins, CO                 1990           (2)          16,600         8,400         2005

14391 W. Colfax Ave.                                                     
Lakewood, CO                     1997           N/A          40,400        23,000         2005

8262 S. University Blvd.
Littleton, CO                    1986          1998          16,600         9,900         2007

8196 W. Bowles Ave.
Littleton, CO                    1984          1996          39,100        22,600         2027

321 W. 84th Ave.
Thornton, CO                     1985          1996          40,300        25,900          N/A

IDAHO:

1085 N. Milwaukee Ave.
Boise, ID                        1995           N/A          37,100(3)     19,500         2025

IOWA:

4701 1st Ave. Southeast
Cedar Rapids,  IA                1995          1997          15,400        10,300         2015

4100 Merle Hay Rd.
Des Moines,  IA                  1994          1997          20,700(3)     12,200         2009

MINNESOTA:

5939 John Martin Dr.
Brooklyn Center,  MN             1980          1997          15,000         9,200         2008

14232 Burnhaven Dr.
Burnsville,  MN                  1979           (2)           9,700         6,600         2007

1868 Beam Ave.
Maplewood,  MN                   1989           (4)           9,300         5,600         1999
                                                             
12350 Wayzata Blvd.
Minnetonka,  MN                  1977          1997          15,000         9,100         2008
                                                             
103 Apache Mall
Rochester,  MN                   1986           N/A           3,200         2,700         2000

1723 W. County Rd. B-2
Roseville,  MN                   1977          1997          17,400        11,300         2015

7435 France Ave. South
Edina,  MN                       1974          1997          28,200        17,900         2015

2716 Division St.
St. Cloud,  MN                   1987           N/A          10,000         7,100         2001

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                 YEAR       LATEST YEAR   APPROXIMATE     APPROXIMATE         LEASE
                              ORIGINALLY   REMODELED OR      TOTAL       RETAIL SELLING     EXPIRATION
  CURRENT STORE LOCATIONS       OPENED       RELOCATED    SQUARE FEET     SQUARE FEET         DATE (1)
                              ----------   ------------   -----------    --------------     ----------
<S>                           <C>          <C>            <C>            <C>                <C>
NEVADA:

2555 E. Tropicana Ave.
Las Vegas, NV                    1995           N/A          37,300 (3)    17,900              2025 

741 S. Rainbow Blvd.                                                                                
Las Vegas, NV                    1994           N/A          31,500        17,600              2014 

NEW MEXICO:                                                                                         

3821 Menaul Blvd., N.E.                                                                             
Albuquerque, NM                  1994           N/A          37,100 (3)    17,700              2014 

OKLAHOMA:                                                                                           

10021 E. 71st St.                                                                                   
Tulsa, OK                        1995           N/A          51,700 (3)    30,400              2025 

SOUTH DAKOTA:                                                                                       

701 Empire Mall                                                                                     
Sioux Falls, SD                  1986           (4)           3,200         2,400              2000 

UTAH:                                                                                               

879 W. Hill Field Rd.                                                                               
Layton, UT                       1995           N/A          33,800        18,600              2025 

6284 S. State St.                                                                                   
Murray, UT                       1994           N/A          32,200        18,000              2024 

1375 S. State St.                                                                                   
Orem, UT                         1993           N/A          32,900        17,100              2010 

1130 E. Brickyard Rd.                                                                               
Salt Lake City, UT               1993           N/A          33,400        18,200              2013 

</TABLE>

-------------------
(1)  Including renewal options.

(2)  The Company is currently negotiating to expand and plans to remodel this
     store.

(3)  Includes regional service center.

(4)  The Company is currently negotiating to relocate this store.

Construction of the Company's main warehouse, business office, service center 
and store location in Thornton, Colorado, financed by the proceeds from the 
sale of $13.0 million aggregate principal amount of 10.25% first mortgage 
bonds, was completed in April 1996. This facility, in addition to the retail 
store noted in the table above, is comprised of 175,000 square feet of 
warehouse space, 30,000 square feet for the Company's business offices, 
21,000 square feet devoted to a service department and 18,000 square feet for 
a training and employee facility. The Company leases a 45,000 square foot 
facility in Minneapolis, Minnesota that it uses as a training center, office 
space, service center for the greater Minneapolis/St. Paul area and warehouse 
space for its delivery department. The Company leases an 8,500 square foot 
service center in Salt Lake City, Utah. Additionally, the Company leases its 
store locations in Colorado Springs, Colorado and Fort Collins, Colorado from 
an affiliated party (see "Certain Relationships and Related Transactions"). 
The Company is also in the process of negotiating leases to relocate stores 
and is analyzing lease opportunities in new markets (see "Business - 
Expansion Strategy" and "Management's Discussion and Analysis of Financial 
Conditions and Results of Operations - Liquidity and Capital Resources").

                                       8
<PAGE>

ITEM 3.         LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings. The Company is, 
however, involved in various routine claims and legal actions which arise in 
the ordinary course of business. Management of the Company intends to 
vigorously defend these claims and believes that the ultimate disposition of 
these matters will not have a material adverse effect on the Company's 
financial condition, results of operations or cash flow.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                     PART II

Certain information required by Part II is incorporated by reference into 
this Report from the Company's 1999 Annual Report to Stockholders (the "1999 
Annual Report to Stockholders"), which report is attached hereto as Exhibit 
13. Only those sections of the 1999 Annual Report to Stockholders that 
specifically address the items set forth herein are incorporated by reference.

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

The section labeled "Stockholder Information" appearing on the inside back 
cover of the 1999 Annual Report to Stockholders is incorporated herein by 
reference. As of April 30, 1999, there were approximately 424 holders of 
record of the Company's common stock.

ITEM 6.    SELECTED FINANCIAL DATA

The section labeled "Selected Financial Data" appearing on page 11 of the 
1999 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND    
RESULTS OF OPERATIONS

The section labeled "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" appearing on pages 12 through 14 of the 
1999 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7(a).  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

OUTSTANDING DEBT OF THE COMPANY. As of January 31, 1999, the Company had 
outstanding debt of approximately $26.5 million, $13.0 million of which bears 
interest at an annual fixed rate of 10.25%. A hypothetical 10.0% decrease in 
interest rates would not have a material impact on the Company. Increases in 
interest rates could, however, increase interest expense associated with 
future borrowings by the Company, if any. For example, the Company frequently 
effects borrowings under its $40.0 million revolving line of credit for 
general corporate purposes, capital expenditures and other purposes related 
to expansion of the Company's capacity. Borrowings under the $40.0 million 
revolving line of credit bear interest based on a blend of LIBOR plus 2.0% 
and Norwest Bank's prime rate minus 0.375%. Borrowings under this credit 
facility in the amount of $13.2 million were outstanding as of January 31, 
1999. The Company has not hedged against interest rate changes.

                                       9
<PAGE>

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of independent auditors and financial statements included on pages 
15 through 24 of the Company's 1999 Annual Report to Stockholders are 
incorporated herein by reference.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

Not applicable.


                                    PART III

Certain information required by Part III is omitted from this Report in that 
the Registrant will file a definitive proxy statement pursuant to Regulation 
14A (the "Proxy Statement") not later than 120 days after the end of the 
fiscal year covered by this Report, and certain information included therein 
is incorporated herein by reference. Only those sections of the Proxy 
Statement that specifically address the items set forth herein are 
incorporated by reference.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item is incorporated by reference to the 
section labeled "Directors and Executive Officers" in the Proxy Statement.

ITEM 11.   EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the 
section labeled "Compensation of Directors" and "Executive Compensation" 
excluding the "Board Compensation Committee Report on Executive Compensation" 
and the "Performance Graph" in the Proxy Statement.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference to the 
section labeled "Principal Stockholders" in the Proxy Statement.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference to the 
section labeled "Certain Relationships and Related Transactions" in the Proxy 
Statement.

                                       10
<PAGE>

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

         1.   FINANCIAL STATEMENTS: The following financial statements of the
              Company included in the Registrant's 1999 Annual Report to
              Stockholders are incorporated by reference into Item 8:

              -      Consolidated Statements of Income for the fiscal years
                     ended January 31, 1999, 1998 and 1997.

              -      Consolidated Balance Sheets at January 31, 1999 and 1998.

              -      Consolidated Statements of Stockholders' Equity for the
                     fiscal years ended January 31, 1999, 1998 and 1997.

              -      Consolidated Statements of Cash Flows for the fiscal years
                     ended January 31, 1999, 1998 and 1997.

              -      Notes to Consolidated Financial Statements.

         2.   FINANCIAL STATEMENT SCHEDULES: The following financial statement
              schedule for the fiscal years ended January 31, 1999, 1998 and
              1997 is filed as part of this Form 10-K:

<TABLE>
<CAPTION>
                  Schedule                Description                Page
                  --------                -----------                -----
<S>                            <C>                                   <C>
                     II        Valuation and Qualifying Accounts      15
</TABLE>

              All other schedules for which provision is made in the applicable
              accounting regulations of the Commission are not required under
              the related instructions or are inapplicable and therefore have
              been omitted.

                                       11

<PAGE>

3.       EXHIBITS:  The following exhibits are filed pursuant to Item 601 of 
         Regulation S-K.

<TABLE>
<CAPTION>
   EXHIBIT #                        DESCRIPTION OF EXHIBITS
   ---------                        -----------------------
<S>           <C>
       3(i)   Amended and Restated Certificate of Incorporation of the Company. (3)

       3(ii)  Bylaws of the Company. (3)

       4.1    Form of Indenture, dated as of March 23, 1995, between the
              Registrant and Colorado National Bank, as Trustee for the 10.25%
              First Mortgage Bonds Due 2005. (2)

       4.2    Rights Agreement, dated as of January 31, 1995, by and between the
              Company and Norwest Bank Minnesota, National Association, as
              rights agent. (5)

       4.3    Amendment No. 1, dated as of January 31, 1995, to the Rights
              Agreement, dated as of January 31, 1995, by and between the
              Company and Norwest Bank Minnesota, N.A., as rights agent. (6)

       10.1   Lease Agreement, dated April 1, 1989, between the Registrant and
              William J. and Barbara A. Pearse. (3)

       10.2   Lease Agreement, dated October 13, 1989, between the Registrant
              and William J. and Barbara A. Pearse. (3)

       10.4   Form of Authorized Dealer Agreement between the Registrant and
              Panasonic Communications and Systems Company, a Division of
              Matsushita Electric Corporation of America. (3)

       10.5   Form of Sony Corporation of America Consumer Sales Company Dealer
              Agreement between the Registrant and Sony Consumer Sales Company,
              a division of Sony Corporation of America. (3)

       10.6   Form of Dealer Agreement between the Registrant and Mitsubishi
              Electric Sales America, Inc. (3)

       10.7   Form of Employee Stock Option Plan. (3)

       10.8   Form of Non-employee Directors' Stock Option Plan. (4)

       10.9   Ultimate Electronics, Inc. Rule 401(k) Benefit Plan. (3)

       10.10  Form of Confidentiality and Non-Competition Agreement. (4)

       10.12  Form of Deed of Trust, Assignment of Rents and Security Agreement
              between the Registrant, as Grantor, and Colorado National Bank, as
              beneficiary. (2)

       10.13  Purchase and Sale Agreement, dated May 2, 1995, between the
              Company and Cirque Property L.C. (6)

       10.14  Commercial Promissory Note and Security Agreement between the
              Company and Colorado National Leasing, Inc., dated November 1,
              1995. (7)

       10.15  Commercial Promissory Note and Security Agreement between the
              Company and Colorado National Leasing, Inc., dated December 19,
              1995. (7)

       10.16  Commercial Promissory Note and Security Agreement between the
              Company and Colorado National Leasing, Inc., dated January 22,
              1996. (7)

       10.17  Commercial Promissory Note and Security Agreement between the
              Company and Colorado National Leasing, Inc., dated February 28,
              1996. (7)

       10.18  Credit Agreement between Ultimate Electronics, Inc. and Norwest
              Bank Colorado, National Association and Norwest Business Credit,
              Inc., dated November 21, 1996. (8)

       10.19  First Amendment to Credit Agreement between Ultimate Electronics,
              Inc. and Norwest Bank Colorado, National Association and Norwest
              Business Credit, Inc., dated February 28, 1997. (9)

       10.20  Second Amendment to Credit Agreement between Ultimate Electronics,
              Inc. and Norwest Bank Colorado, National Association and Norwest
              Business Credit, Inc., dated March 11, 1997. (9)

       10.21  Third Amendment to Credit Agreement between Ultimate Electronics,
              Inc. and Norwest Bank Colorado, National Association and Norwest
              Business Credit, Inc., dated June 27, 1997. (10)

       10.22  Fourth Amendment to Credit Agreement between Ultimate Electronics,
              Inc. and Norwest Bank Colorado, National Association and Norwest
              Business Credit, Inc., dated June 12, 1998. (11)

</TABLE>

                                       12
<PAGE>

<TABLE>
<S>           <C>
       10.23  Fifth Amendment to Credit Agreement between Ultimate Electronics,
              Inc. and Norwest Bank Colorado, National Association and Norwest
              Business Credit, Inc., dated June 30, 1998. (12)

       10.24  Credit Agreement between Ultimate Electronics, Inc. and Foothill
              Capital Corporation, dated September 30, 1998. (13)

       10.30  Ultimate Electronics, Inc. Form of Change of Control Agreement
              dated June 27, 1997 with each of William J. Pearse, J. Edward
              McEntire, David J. Workman, Alan E. Kessock and Neal A. Bobrick.
              (10)

       13     Company's 1999 Annual Report to Stockholders. (1)

       23.1   Consent of Independent Auditors. (1)

       27     Financial Data Schedule (1)

</TABLE>

(b) Reports on Form 8-K:

      None

(1)    Filed herewith.
(2)    Incorporated by reference to Amendment No. 3 to the Registrant's
       Registration Statement on Form S-1 (File No. 33-88740), filed with the
       Commission on March 14, 1995.
(3)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-1 (File No. 33-68314), filed with the Commission on September 2,
       1993.
(4)    Incorporated by reference to Amendment No. 1 to the Registrant's
       Registration Statement on Form S-1 (File No. 33-68314), filed with the
       Commission on October 7, 1993.
(5)    Incorporated by reference to the Registrant's Form 8-K filed with the
       Commission on February 10, 1995.
(6)    Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended April 30, 1995.
(7)    Exhibits filed with the Company's Form 10-K Annual Report for the fiscal
       year ended January 31, 1996, and are incorporated herewith by reference.
(8)    Exhibits filed with the Company's Form 10-K Annual Report for the fiscal
       year ended January 31, 1997, and are incorporated herewith by reference.
(9)    Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended April 30, 1997.
(10)   Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended July 31, 1997.
(11)   Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended April 30, 1998.
(12)   Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended July 31, 1998.
(13)   Incorporated by reference to the Registrant's Quarterly Report on Form
       10-Q for the period ended October 31, 1998.

                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 
1934, the Registrant has duly caused this Report to be signed on its behalf 
by the undersigned, thereunto duly authorized, in the City of Thornton, State 
of Colorado, on this 1st day of May, 1999.

ULTIMATE ELECTRONICS, INC.


By:  /s/ William J. Pearse
   --------------------------
   William J. Pearse
   Chairman of the Board

Pursuant to the requirements of the Securities Act of 1934, this report has 
been signed below by the following persons on behalf of the Registrant and in 
the capacities and on the dates indicated.

By:  /s/ William J. Pearse                            Date:  May 1, 1999
   ---------------------------------------                 -------------
     William J. Pearse
     Chairman of the Board and a Director


By:  /s/ J. Edward McEntire                           Date:  May 1, 1999
   ---------------------------------------                 -------------
     J.  Edward McEntire
     Chief Executive Officer and a Director
     (Principal Executive Officer)


By:  /s/ David J. Workman                             Date:  May 1, 1999
   ---------------------------------------                 -------------
     David J. Workman
     President, Chief Operating Officer
     and a Director


By:  /s/ Alan E. Kessock                              Date:  May 1, 1999
   ---------------------------------------                 -------------
     Alan E. Kessock
     Vice President, Chief Financial
     Officer, Secretary and a Director
     (Principal Financial and Accounting
     Officer)


By:  /s/ Robert W. Beale                              Date:  May 1, 1999
   ---------------------------------------                 -------------
     Robert W. Beale
     Director


By:  /s/ Randall F. Bellows                           Date:  May 1, 1999
   ---------------------------------------                 -------------
     Randall F. Bellows
     Director


                                       14
<PAGE>

ULTIMATE ELECTRONICS, INC.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             CHARGED TO
                                                BALANCE AT     COSTS                           BALANCE AT
                                                BEGINNING       AND             DEDUCTIONS       END OF
                DESCRIPTION                     OF PERIOD     EXPENSES          (DESCRIBE)       PERIOD
                -----------                     ----------   ----------         ---------      ----------
<S>                                             <C>          <C>                <C>             <C>
Year ended January 31, 1999
   Deducted from asset accounts:
      Allowance for doubtful accounts           $  260          $  364          $  314(1)          $  310
      Reserve for cash and cooperative
         advertising discounts                      55              58              64(1)              49
      Allowance for obsolete inventory             436           1,975             902(2)           1,509
                                                ------          ------          ------             ------
         Total                                  $  751          $2,397          $1,280             $1,868
                                                ------          ------          ------             ------
                                                ------          ------          ------             ------

Year ended January 31, 1998
   Deducted from asset accounts:
      Allowance for doubtful accounts           $  180          $  786          $  706(1)          $  260
      Reserve for cash and cooperative
         advertising discounts                      72             154             171(1)              55
      Allowance for obsolete inventory             266             597             427(2)             436
                                                ------          ------          ------             ------
         Total                                  $  518          $1,537          $1,304             $  751
                                                ------          ------          ------             ------
                                                ------          ------          ------             ------

Year ended January 31, 1997
   Deducted from asset accounts:
      Allowance for doubtful accounts           $  251          $  196          $  267(1)          $  180
      Reserve for cash and cooperative
         advertising discounts                      96             213             237(1)              72
      Allowance for obsolete inventory             344               6              84(2)             266
                                                ------          ------          ------             ------
         Total                                  $  691          $  415          $  588             $  518
                                                ------          ------          ------             ------
                                                ------          ------          ------             ------

</TABLE>

-------------------
(1) Uncollectible accounts written off, net of recoveries.

(2) Write-offs of obsolete inventory.

                                       15