Best Buy (BBY) 10-K risk factor changes: FY2020 vs FY2019
The 2020-02-01 10-K against the 2019-02-02 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A138 rewritten38 added155 removed136 unchanged
All filing items1,539 rewritten713 added1,381 removed804 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 713 added, 1,381 removed, 1,539 rewritten and 804 unchanged across 21 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
138 rewritten, 38 added, 155 removed, 136 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: We] [added: We] face strong competition from multi-channel retailers, e-commerce businesses, technology service providers, traditional store-based retailers, vendors and mobile network carriers, which directly affects our revenue and [removed: profitability.][added: profitability.]
[added: Our ability to be] competitive on delivery times and delivery costs depends on many factors, and our failure to successfully manage these factors and offer competitive delivery options could negatively impact the demand for our products and our profit margins.
[removed: Our] [added: Our] strategy to expand into new products, services and technologies brings new business, financial and regulatory [removed: risks.][added: risks.]
As we introduce new products and services, using new technologies and applications, we may have limited experience in these newer [removed: market segments] [added: markets] and [added: regulatory environments and] our customers may not like our new value propositions.
[removed: Such] [added: The new health-related] services [added: offered] might expose us to liability risk resulting from failures in the fulfillment of [removed: our] [added: these] services.
In addition, the services and systems used could expose us to customer data [added: privacy and] information security [added: risks,] as well as business or system interruption risks.
[removed: Our] [added: Our] focus on services as a strategic priority exposes us to certain risks that could have a material adverse impact on our revenue and profitability as well as our [removed: reputation.][added: reputation.]
[removed: | • |] [added: -] increased labor expense to fulfill our customer [removed: promises, which may be higher than the related revenue; |][added: promises;]
[removed: | • |] [added: -] increased risk of errors or omissions in the fulfillment of services; [removed: |]
[removed: | • |] [added: -] unpredictable extended warranty failure rates and related expenses; [removed: |]
[removed: | • |] [added: -] employees in transit using company vehicles to visit customer locations and employees being present in customer homes, which may increase our scope of liability; [removed: |]
[removed: | • |] [added: -] the potential for increased scope of liability relating to managed services offerings; [removed: |]
[removed: | • |] [added: -] employees having access to customer devices, including the information held on those devices, which may increase our responsibility for the security of those devices and [added: privacy of] the data they hold; [removed: |]
[removed: | • |] [added: -] the engagement of third parties to assist with some aspects of construction and installation, and the potential responsibility for the actions they [removed: withtake, and for compliance with building codes and related regulations; and |][added: undertake;]
[removed: | • |] [added: -] increased risk of non-compliance with new laws and regulations applicable to these services. [removed: |]
[removed: Our] [added: Our] reliance on key vendors and mobile network carriers subjects us to various risks and uncertainties which could affect our revenue and [removed: profitability.][added: profitability.]
In fiscal [removed: 2019,] [added: 2020,] our 20 largest suppliers accounted for approximately [removed: 64%] [added: 79%] of the merchandise we [removed: purchased (70% in fiscal 2018),] [added: purchased,] with five suppliers - Apple, Samsung, Hewlett-Packard, Sony and LG - representing approximately [removed: 51%] [added: 56%] of total merchandise [removed: purchased (56% in fiscal 2018).][added: purchased.]
Our profitability depends on [removed: us] [added: our] securing acceptable terms with our vendors for, among other things, the price of merchandise we purchase from them, funding for various forms of promotional programs, payment terms, allocations of merchandise, development of compelling assortments of products, operation of vendor-focused shopping experiences within our stores and terms covering returns and factory warranties.
[added: While we believe we offer capabilities that these vendors value] and depend [removed: upon,] [added: upon] to varying degrees, our vendors may be able to leverage their competitive advantages - for example, their financial strength, the strength of their brands with customers, their own stores or online channels or their relationships with other retailers - to our commercial disadvantage.
In addition, vendors may decide to [added: limit or] cease allowing us to offer certain categories, focus their marketing efforts on alternative channels or make unfavorable changes to our [removed: commissions] [added: financial] or other terms.
For example, if carriers change the structure of [removed: customer] contracts, [removed: customer] upgrade terms, [removed: customer] qualification requirements, monthly fee plans, cancellation fees or service levels, the volume of upgrades and new contracts we sign with customers may be reduced, adversely affecting our revenue and profitability.
[removed: If] [added: If] we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed.
Changes in market compensation rates may adversely affect our [removed: profitability.][added: profitability.]
Factors that affect our ability to maintain sufficient numbers of qualified employees include employee [removed: morale,] [added: engagement,] our reputation, unemployment rates, competition from other employers, availability of qualified personnel and our ability to offer appropriate compensation and benefit packages.
In addition, a significant amount of turnover of our executive team or other employees in key positions with specific knowledge relating to us, our operations and our [removed: industry,] [added: industry] may negatively impact our operations.
We operate in a competitive labor market and there is a risk that market increases in compensation [added: and employer-provided benefits] could have a material adverse effect on our profitability.
Market increases to [removed: field] employee hourly wage rates, [removed: along with] [added: increased cost pressure on employer-provided benefits, and] our ability to implement corresponding adjustments within our labor model and [removed: wage rates,] [added: compensation and benefit packages] could have a material impact to the profitability of our business.
[removed: We] [added: We] are subject to [removed: certain] statutory, regulatory and legal developments which could have a material adverse impact on our [removed: business.][added: business.]
Some of the most significant compliance and litigation risks we face [removed: are:][added: include, but are not limited to:]
[removed: | • |] [added: -] the difficulty of complying with sometimes conflicting statutes and regulations in local, national or international jurisdictions; [removed: |]
[removed: | • |] [added: -] the potential for unexpected costs related to compliance with new or existing environmental legislation or international agreements affecting energy, carbon emissions, electronics recycling and water or product materials; [removed: |]
[removed: | • |] [added: - the challenges of] ensuring compliance with applicable product compliance laws and regulations with respect to both the products we sell and contract to manufacture, including laws and regulations related to product safety and product transport; [removed: |]
[removed: | • |] [added: -] the impact of other new or changing statutes and regulations, including, but not limited to, financial reform; National Labor Relations Board rule changes; healthcare reform; [added: contracted worker labor laws;] corporate governance matters; escheatment rules; rules governing pricing, content, distribution, copyright, mobile communications, electronic device certification or payment [removed: |][added: services; and/or other as yet unknown legislation that could affect how we operate and execute our strategies as well as alter our expense structure;]
[removed: | • | the] [added: The] impact of the potential implementation of more restrictive trade policies, higher tariffs or the renegotiation of existing trade agreements in the U.S. or countries where we sell our products and services or procure [removed: products; |][added: products could have a material adverse effect on our business.]
[removed: | • |] [added: Further,] the impact of potential changes in U.S. or other countries' tax laws and regulations or evolving interpretations of existing laws, including additional guidance and legislation related to the Tax Cuts and Jobs [removed: Act;] [added: Act, could adversely affect our financial condition] and [removed: |][added: results of operations.]
[removed: | • |] [added: -] the impact of litigation trends, including class action lawsuits involving consumers and shareholders, and labor and employment [removed: matters. |][added: matters; and]
Regulatory activity [removed: focused on] [added: that affects] the retail sector has grown in recent years, increasing the risk of fines and additional operating costs associated with compliance.
[removed: Macroeconomic] [added: Macroeconomic] pressures in the markets in which we [removed: operate could] [added: operate, including, but not limited to, the effects of novel coronavirus disease (“COVID 19”) may] adversely affect consumer spending and our financial [removed: results.][added: results.]
[removed: | • |] [added: -] whether or not they make a purchase; [removed: |]
[removed: | • |] [added: -] their choice of brand, model or price-point; [removed: |]
In fiscal 2020, we continued to invest in our health strategy and our underlying purpose to enrich lives through technology.
- pressure on traditional labor models to meet the evolving landscape of offerings and customer needs;
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- the risk that in-home services could be more adversely impacted by inclement weather, health and safety concerns, and catastrophic events; and
We are subject to risks associated with company transformation.
Our transformational activities within the organization are necessary to fully support our strategic vision for future customer and income growth, including our Building the New Blue strategy, and any decreased capability to undertake those activities may have a material impact on achieving that strategy.
Any limitations in organizational, financial or operational infrastructure could decrease our ability to realize transformational objectives supporting our key strategic initiatives relating to our development of competitive advantages, creating solutions for customers and providing differentiated value.
If we do not have access to, or fail to dedicate, the appropriate people, management focus and resources to implementing these transformational objectives, our long-term growth and profitability could be adversely affected.
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- the financial, operational and business impact of new regulations governing data privacy and security, such as the California Consumer Privacy Act ("CCPA");
- the impact of the general election on the development, or changes in, laws, regulations and policies.
With respect to the CCPA, which came into effect on January 1, 2020, the statute provides new privacy rights for California residents and requires companies to provide new disclosures to California consumers, allowing them to opt out of certain uses of their personal information.
In addition, the California Attorney General has issued proposed rules under the CCPA.
We cannot predict the impact of this first-of-its-kind statute and these rules that have not yet been finalized, in addition to potential privacy and security legislation in other states and the U.S. federal level, on our business or operations, but these legislative initiatives may require us to modify our data processing practices and policies, interfere with intended business operations or lead us to incur incremental expenses in an effort to comply.
In particular, future trade disputes or future phases of trade negotiations with China could lead to the imposition of tariffs that could adversely affect our supply chain and our business and could require us to take action to mitigate those effects, as we did in fiscal 2020.
The impact of COVID-19 is expected to adversely affect our business and our financial results.
Concerns have rapidly grown regarding the outbreak of COVID-19.
As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine have increased, which will adversely affect traffic to our stores.
In particular, we recently announced a shift to enhanced curbside service only for all of our stores on an interim basis.
Further, all in-home installation and repair has been temporarily suspended and all in-home consultations are being conducted virtually.
The significant reduction in customer visits to, and spending at, our stores caused by COVID-19 will likely result in a loss of sales and profits and other material adverse effects.
We may further restrict the operations of our stores and distribution facilities if we deem this necessary or if recommended or mandated by authorities and these measures could have a further material impact on our sales and profits.
Also, if we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate for a particular region or our company as a whole, we could suffer damage to our reputation and our brand, which could adversely affect our business in the future.
COVID-19 also impacted our supply chain for products we sell, particularly as a result of mandatory shutdowns in locations where our products are manufactured.
We could also see significant disruptions to our supply chain in the U.S. as well as significant deterioration in macroeconomic factors that typically affect us, such as consumer spending.
In addition, we expect to incur significant costs in our response to the pandemic, including, but not limited to, costs incurred to
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implement the operational changes described above and certain payments to or other costs relating to employees who are not working during the pandemic.
The extent of the impact of COVID-19 on our business and financial results will also depend on future developments, including the duration and spread of the outbreak within the markets in which we operate and the related impact on consumer confidence and spending, all of which are highly uncertain.
Our information technology systems could also be adversely affected by changes that result from COVID-19, including for example, a significant increase in remote working of our employees and an increase in online orders due to restrictions on our retail operations.
We have been the target of attempted cyber-attacks and other security threats, and we may be subject to breaches of our information technology systems.
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- diseases, pandemics (including COVID-19), outbreaks and other health-related concerns, which have resulted in and could continue to result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;
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- government-imposed travel restrictions or warnings, whether in response to the COVID-19 pandemic or otherwise, and differing responses of governmental authorities to pandemics and other global events;
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Our ability to be
As a part of our strategy to enrich lives through technology, we are entering the health area, growing organically as well as inorganically.
In fiscal 2019 we acquired GreatCall, which provides emergency concierge and monitoring services to subscribed customers.
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While we believe we offer capabilities that these vendors value
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| • | the financial, operational and business impact of new regulations governing data privacy and security, such as the California Consumer Privacy Act ("CCPA"). When it goes into effect on January 1, 2020, the regulation will provide new consumer data privacy rights for California residents and will require companies to provide new disclosures to California consumers, allowing them to opt-out of certain uses of their personal information. However, legislators have stated that they intend to propose amendments to the CCPA, and it remains unclear what, if any, modifications will be made to the CCPA or how it will be interpreted. We cannot yet predict the impact of the CCPA on our business or operations, but it may require us to modify our data processing practices and policies and incur incremental expenses in an effort to comply. |
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services; and/or other as yet unknown legislation that could affect how we operate and execute our strategies as well as alter our expense structure;
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An excerpt. Shown here: 40 of 138 rewritten, all 38 added and 40 of 155 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2020 filing and the FY2019 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
278 rewritten, 135 added, 446 removed, 128 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: | • |] [added: -] Overview [removed: |]
[removed: | • |] [added: -] Business Strategy [removed: |]
[removed: | • |] [added: -] Results of Operations [removed: |]
[removed: | • |] [added: -] Liquidity and Capital Resources [removed: |]
[removed: | • |] [added: -] Critical Accounting Estimates [removed: |]
[removed: | • |] [added: -] New Accounting Pronouncements [removed: |]
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data,*] of this Annual Report on Form 10-K.
[removed: Overview][added: Overview]
Fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2017] [added: 2019] included 52 weeks, while fiscal 2018 included 53 weeks with the additional week occurring in the fiscal fourth quarter.
The calculation of comparable sales excludes the impact of revenue from discontinued [removed: operations,] [added: operations and] the effect of fluctuations in foreign currency exchange rates (applicable to our International segment [removed: only) and the impact of the extra week in fiscal 2018.][added: only).]
On October 1, 2018, we acquired all outstanding shares of [removed: GreatCall.][added: GreatCall and on May 9, 2019, we acquired all outstanding shares of CST.]
Consistent with our comparable sales policy, the results of GreatCall are [added: included in our comparable sales calculation beginning in the fourth quarter of fiscal 2020, and the results of CST are] excluded from our comparable sales calculation for [removed: fiscal 2019.][added: the periods presented.]
[removed: Non-GAAP] [added: *Non-GAAP] Financial [removed: Measures][added: Measures*]
Generally, our non-GAAP financial measures include adjustments for items such as restructuring charges, goodwill impairments, gains and losses on investments, [added: intangible asset amortization,] certain acquisition-related costs and the tax effect of all such items.
[removed: We] believe the disclosure of revenue changes in constant currency provides useful supplementary information to investors in light of significant fluctuations in currency rates.
Refer to the [removed: Non-GAAP] [added: *Non-GAAP] Financial [removed: Measures] [added: Measures*] section below for the detailed reconciliation of items that impacted non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted EPS from continuing operations in the presented periods.
[removed: Business Strategy][added: Business Strategy]
In addition, we recorded annual revenue of [removed: $42.9] [added: $43.6] billion, GAAP operating income of [removed: $1.9] [added: $2.0] billion and non-GAAP operating income of [removed: $2.0] [added: $2.1] billion in fiscal [removed: 2019.][added: 2020.]
From a capital allocation standpoint, we returned [removed: $2.0] [added: $1.5] billion to our shareholders through share repurchases and dividends.
We also expanded our In-Home Advisor program from [removed: 300] [added: 530] advisors to approximately [removed: 530] [added: 720] advisors and provided more than [removed: 175,000] [added: 250,000] free, in-home consultations to customers across the nation.
In fact, we were [removed: just] named [removed: number one] [added: to the top 5] on Barron’s annual “100 Most Sustainable Companies” [removed: list.][added: list for the third consecutive year.]
[removed: In fiscal 2020, our] [added: Our] priorities [added: will also] include increasing our Total Tech Support member base, growing our Health business and continuing to expand our In-Home Advisor program.
In addition, as has been our brand over the last several years, we will [removed: endeavor] [added: strive] to keep driving cost reductions and efficiencies throughout the business.
[removed: Results] [added: Results] of [removed: Operations][added: Operations]
[removed: Consolidated Results][added: Consolidated Results]
[removed: The following table presents selected] [added: Selected] consolidated financial data [removed: for each of the past three fiscal years] [added: was as follows] ($ in millions, except per share amounts):
| [removed: Consolidated] [added: Consolidated] Performance [removed: Summary] [added: Summary] | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |
| Revenue | $ | [removed: 42,879] [added: 43,638] | | | $ | [removed: 42,151] [added: 42,879] | | | $ | [removed: 39,403] [added: 42,151] | |
| Revenue % increase [removed: (decrease)] | [removed: 1.7] | [added: 1.8] | % | | [removed: 7.0] | [added: 1.7] | % | | [removed: (0.3] | [added: 7.0] | [removed: )%] [added: %] |
| Comparable sales growth(1) | [removed: 4.8] | [added: 2.1] | % | | [removed: 5.6] | [added: 4.8] | % | | [removed: 0.3] | [added: 5.6] | % |
| Gross profit | $ | [removed: 9,961] [added: 10,048] | | | $ | [removed: 9,876] [added: 9,961] | | | $ | [removed: 9,440] [added: 9,876] | |
| Gross profit as a % of revenue(2) | [removed: 23.2] | [added: 23.0] | % | | [removed: 23.4] | [added: 23.2] | % | | [removed: 24.0] | [added: 23.4] | % |
| SG&A | $ | [removed: 8,015] [added: 7,998] | | | $ | [removed: 8,023] [added: 8,015] | | | $ | [removed: 7,547] [added: 8,023] | |
| SG&A as a % of revenue | [removed: 18.7] | [added: 18.3] | % | | [removed: 19.0] | [added: 18.7] | % | | [removed: 19.2] | [added: 19.0] | % |
| Restructuring charges | $ | [removed: 46] [added: 41] | | | $ | [removed: 10] [added: 46] | | | $ | [removed: 39] [added: 10] | |
| Operating income | $ | [removed: 1,900] [added: 2,009] | | | $ | [removed: 1,843] [added: 1,900] | | | $ | [removed: 1,854] [added: 1,843] | |
| Operating income as a % of revenue | [removed: 4.4] | [added: 4.6] | % | | [removed: 4.4] | [added: 4.4] | % | | [removed: 4.7] | [added: 4.4] | % |
| Net earnings from continuing operations | $ | [removed: 1,464] [added: 1,541] | | | $ | [removed: 999] [added: 1,464] | | | $ | [removed: 1,207] [added: 999] | |
| Gain from discontinued operations(3) | $ | [removed: —] [added: \-] | | | $ | [removed: 1] [added: \-] | | | $ | [removed: 21] [added: 1] | |
| Net earnings | $ | [removed: 1,464] [added: 1,541] | | | $ | [removed: 1,000] [added: 1,464] | | | $ | [removed: 1,228] [added: 1,000] | |
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In March 2019, the SEC adopted the final rule under SEC Release No. 33-10618, *FAST Act Modernization and Simplification of Regulation S-K* (“FAST Act”).
The amendment aims to modernize and simplify certain reporting requirements and improve readability and navigability between disclosures.
On adoption of this amendment, we omitted analysis of the results of operations and cash flows for the year ended February 2, 2019, in comparison to the year ended February 3, 2018.
For such omitted disclosures, refer to Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, of our [Annual Report on Form 10-K for the fiscal year ended February 2, 2019](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019x10k.htm), filed with the SEC on March 28, 2019, which Item 7 is incorporated by reference herein.
Our purpose is to enrich the lives of consumers through technology.
The Domestic segment is comprised of the operations in all states, districts and territories of the U.S. under various brand names including Best Buy, Best Buy Business, Best Buy Express, Best Buy Health, CST, Geek Squad, GreatCall, Lively, Magnolia and Pacific Kitchen and Home and the domain names bestbuy.com and greatcall.com.
The International segment is comprised of all operations in Canada and Mexico under the brand names Best Buy, Best Buy Express, Best Buy Mobile and Geek Squad and the domain names bestbuy.ca and bestbuy.com.mx.
In the first quarter of fiscal 2020, we refined our methodology for calculating comparable sales.
The impact of adopting these changes is immaterial to all periods presented, and therefore prior-period comparable sales disclosures have not been restated.
On October 1, 2018, we acquired all outstanding shares of GreatCall, Inc. (“GreatCall”) and on May 9, 2019, we acquired all outstanding shares of Critical Signal Technologies, Inc. (“CST”).
We
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In fiscal 2020, we grew our Enterprise comparable sales by 2.1% on top of 4.8% in fiscal 2019, which represents our sixth consecutive year of positive Enterprise comparable sales.
We also increased GAAP diluted EPS by 10.6% to $5.75 and increased our non-GAAP diluted EPS by 14.1% to $6.07.
Compared to fiscal 2019, our fiscal 2020 GAAP and non-GAAP operating income as a percentage of revenue increased approximately 20 basis points and approximately 30 basis points, respectively.
We continue to make progress on our Building the New Blue strategy and our purpose to enrich lives through technology.
Our strategy is to leverage our unique combination of tech and touch to meet every day human needs and build more and deeper relationships with customers.
We believe our strategy will translate to an economic model that delivers results by better serving existing customers, capturing new demand, entering new spaces and building capabilities while maintaining profitability over time.
During fiscal 2020 we continued to expand our Total Tech Support program, ending fiscal 2020 with almost 2.3 million members.
In Health, we continued to advance our initiatives designed to help seniors live longer in their homes with the help of technology.
We successfully integrated acquisitions that have given us the capabilities, infrastructure, talent and a base of customer relationships to build from.
In September 2019, we set three fiscal 2025 targets focused on employees, customers and financials, which are:
to be one of the best companies to work for in the U.S., exemplified by being named to Fortune’s “100 Best Companies” to work for list;
to double the number of significant customer relationship events to 50 million, which includes Total Tech Support memberships, homes visited, active digital engagement, customers using our financial services offerings and senior lives supported; and
to deliver continued top- and bottom-line growth over time, specifically to get to $50 billion in revenue and a 5.0% non-GAAP operating income rate in fiscal 2025.
Looking to the future, our priorities will look to build upon our momentum and remain focused on achieving our fiscal 2025 targets.
We will continue to bring our deep consumer electronics expertise and ability to partner with vendors to commercialize their new technology, offering customers great products and solutions.
*Impact of COVID-19*
We are closely monitoring the impact of COVID-19 on all aspects of our business and in all of our locations.
We are making the best decisions we can with two goals in mind: protecting employees, customers and their respective families, while trying our best to serve our customers who rely on us for increasingly vital technology.
We have seen increased demand for products that people need to work or learn from home, as well as those products that allow people to refrigerate or freeze food.
As we meet the demand for these necessities, we are adjusting how we operate in many ways to improve safety.
For example, except where otherwise directed by state and local authorities, on March 22, 2020, we shifted to enhanced curbside service only for all of our U.S. stores on an interim basis.
Customers can also still order online or via the Best Buy app and have their products shipped directly to their homes.
Large products, such as appliances, will be delivered where permitted and under strict safety guidelines with doorstep drop-off deliveries only.
All in-home installation and repair has been temporarily suspended and all in-home consultations are being conducted virtually.
We may further restrict the operations of our stores and distribution facilities and these measures could have a material impact on our revenues and profits.
COVID-19 could also lead to significant disruption to our supply chain for products we sell and could trigger a significant deterioration in macroeconomic factors that typically affect us, such as consumer spending.
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We strive to enrich the lives of consumers through technology, whether they connect with us online, visit our stores or invite us into their homes.
We do this by solving technology problems and addressing key human needs across a range of areas, including entertainment, productivity, communication, food preparation, security and health and wellness.
We have operations in the U.S., Canada and Mexico.
The Domestic segment is comprised of the operations in all states, districts and territories of the U.S., including GreatCall.
The International segment is comprised of all operations in Canada and Mexico.
The Canadian brand consolidation, which included the permanent closure of 66 Future Shop stores, the conversion of 65 Future Shop stores to Best Buy stores and the elimination of the Future Shop website, had a material impact on a year-over-year basis on the remaining Canadian retail stores and the website.
As such, from the first quarter of fiscal 2016 through the third quarter of fiscal 2017, all Canadian store and website revenue was removed from the comparable sales base and the International segment no longer had a comparable metric.
Therefore, Consolidated comparable sales equaled the Domestic segment comparable sales.
Beginning in the fourth quarter of fiscal 2017, we resumed reporting International comparable sales as revenue and the International segment was once again deemed to be comparable and, as such, Consolidated comparable sales are once again equal to the aggregation of Domestic and International comparable sales.
However, we have not provided International comparable sales for fiscal 2017 as the calculation would only include comparable revenue from the fourth quarter of fiscal 2017 and may be misleading in future periods when used for comparison purposes.
Beginning in the first quarter of fiscal 2018, we no longer exclude non-restructuring property and equipment impairment charges from our non-GAAP financial metrics.
When we began to execute our Renew Blue transformation in the fourth quarter of fiscal 2013, we adopted a change to non-GAAP reporting to exclude non-restructuring property and equipment impairment charges from our non-GAAP results.
From that point, through the fourth quarter of fiscal 2017, we believed that reporting non-GAAP results that excluded these charges provided a supplemental view of our ongoing performance that was useful and relevant to our investors.
Now that Renew Blue has ended and Best Buy 2020 has officially launched, we believe it is no longer necessary to adjust for non-restructuring property and equipment impairments in our non-GAAP reporting.
We believe that future such impairments will predominantly be immaterial and incurred in the ordinary scope of ongoing operations.
Accordingly, commencing in the first quarter of fiscal 2018, we no longer adjust for non-restructuring property and equipment impairments.
Impacted prior period non-GAAP financial measures have been recast to conform with this presentation.
On a full-year basis in fiscal 2019, we grew our Enterprise comparable sales by 4.8% on top of 5.6% in fiscal 2018, increased GAAP diluted EPS by 59.5% to $5.20 and increased our non-GAAP diluted EPS by 20.4% to $5.32.
Strategically, we made significant progress in implementing our Best Buy 2020 strategy to enrich lives through technology and further develop our competitive differentiation by expanding what we do for our customers and how we interact with them.
The first example is the launch of our Total Tech Support program.
In health, we acquired a leading connected health services provider for aging consumers, GreatCall, and took a tangible step forward in our strategy to help seniors live longer in their homes with the help of technology.
During fiscal 2019, we achieved $265 million in annualized cost reductions and efficiencies, bringing the cumulative total to $500 million towards our current goal set in the second quarter of fiscal 2018 to reach $600 million by the end of fiscal 2021.
Looking ahead, we are focused on pursuing the opportunities in front of us to enrich lives through technology and provide services and solutions that solve real customer needs and build deeper customer relationships, and the related value creation opportunities that this entails.
Discontinued operations are primarily comprised of activity related to Jiangsu Five Star Appliance Co., Limited ("Five Star") within our International segment and is presented as discontinued operations on our Consolidated Statements of Earnings.
Unless otherwise stated, financial results discussed herein refer to continuing operations.
Fiscal 2019 and fiscal 2017 included 52 weeks and fiscal 2018 included 53 weeks, with the additional week occurring in the fourth quarter.
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An excerpt. Shown here: 40 of 278 rewritten, 40 of 135 added and 40 of 446 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
8 rewritten, 3 added, 2 removed, 8 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
Our cash and [removed: short-term investments] [added: cash equivalents] generate interest income that will vary based on changes in short-term interest rates.
Refer to Note 5, [removed: Derivative Instruments,] [added: *Derivative Instruments*,] and Note 6, [removed: Debt,] [added: *Debt*,] of the Notes to Consolidated Financial Statements, included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K for further information regarding our interest rate swaps.
As of February [removed: 2, 2019,] [added: 1, 2020,] we had [removed: $2.0] [added: $2.2] billion of cash and cash equivalents and $1.2 billion of debt that has been swapped to floating [removed: rate.][added: rate, and therefore the net balance exposed to interest rate changes was $1.0 billion.]
As of February [removed: 2, 2019,] [added: 1, 2020,] a 50-basis point increase in short-term interest rates would have led to an estimated [removed: $4] [added: $5] million reduction in net interest expense, and conversely a 50-basis point decrease in short-term interest rates would have led to an estimated [removed: $4] [added: $5] million increase in net interest expense.
[removed: Our primary objective in] holding derivatives is to reduce the volatility of net earnings and cash flows, as well as net asset value associated with changes in foreign currency exchange rates.
Refer to Note 5, [removed: Derivative Instruments,] [added: *Derivative Instruments*,] of the Notes to Consolidated Financial Statements, included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K for further information regarding these instruments.
[removed: The strengthening] [added: Foreign currency exchange rate fluctuations were primarily driven by the strength] of the U.S. dollar compared to the Canadian dollar [removed: and Mexican peso] compared to the prior-year [removed: period] [added: period, which] had a negative overall impact on our revenue as [removed: these currencies] [added: our Canadian dollar revenue] translated into fewer U.S. dollars.
[removed: Foreign] [added: We estimate that foreign] currency exchange rate fluctuations had a net unfavorable impact on our revenue [removed: in fiscal 2019] of approximately [removed: $68] [added: $29] million and a net [removed: unfavorable] [added: favorable] impact on earnings of approximately [removed: $4 million.][added: $1 million in fiscal 2020.]
Our primary objective in
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[Table of Contents](#TOC)
Therefore, we had net cash and cash equivalents of $0.8 billion generating income that is exposed to interest rate changes.
In fiscal 2018, the impact of foreign currency exchange rate fluctuations had a net favorable impact on our revenue of approximately $85 million and a net favorable impact on earnings of approximately $4 million.
Item 1. Business.
55 rewritten, 20 added, 29 removed, 35 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Description] [added: Description] of [removed: Business][added: Business]
[removed: Segments] [added: Segments] and Geographic [removed: Areas][added: Areas]
The Domestic segment is comprised of the operations in all states, districts and territories of the U.S. under various brand names including Best Buy, [removed: bestbuy.com,] Best Buy [removed: Direct,] [added: Business,] Best Buy Express, Best Buy [removed: Mobile,] [added: Health, CST,] Geek Squad, GreatCall, [added: Lively,] Magnolia and Pacific Kitchen and [removed: Home.][added: Home and the domain names bestbuy.com and greatcall.com.]
The International segment is comprised of all operations in Canada and Mexico under the brand names Best Buy, Best Buy Express, Best Buy [removed: Mobile,] [added: Mobile and] Geek Squad and the domain names bestbuy.ca and bestbuy.com.mx.
Additional information on these [removed: changes] [added: acquisitions] is included in [removed: Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and] Note 2, [removed: Acquisition, and Note 9, Restructuring Charges,] [added: *Acquisitions*,] of the Notes to Consolidated Financial Statements, included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K.
[removed: Operations][added: Operations]
Both segments operate a multi-channel platform that allows customers to [removed: connect with] [added: come to] us online, visit our stores or invite us into their homes.
[removed: Domestic Segment][added: *Domestic Segment*]
Development of merchandise and [removed: services] [added: service] offerings, pricing and promotions, procurement and supply chain, online and mobile application operations, marketing and advertising and labor deployment across all channels are centrally managed.
[removed: International Segment][added: *International Segment*]
[removed: Merchandise] [added: Merchandise] and [removed: Services][added: Services]
Our Domestic and International segments have offerings in six revenue [removed: categories: Computing and Mobile Phones, Consumer Electronics, Appliances, Entertainment, Services and Other.][added: categories.]
[removed: | • | Computing] [added: Computing] and Mobile [removed: Phones] [added: Phones] - computing and peripherals, e-readers, mobile phones (including related mobile network carrier commissions), networking, tablets and wearables (including smartwatches); [removed: |]
[removed: | • | Consumer Electronics] [added: Consumer Electronics] - digital imaging, health and fitness, home theater, portable audio (including headphones and portable speakers) and smart home; [removed: |]
[removed: | • | Appliances] [added: Appliances] - [removed: major] [added: large] appliances (including dishwashers, laundry, ovens and refrigerators) and small appliances (including blenders, coffee makers and vacuums); [removed: |]
[removed: | • | Entertainment] [added: Entertainment] - drones, gaming hardware and software, [added: peripherals,] movies, music, toys, virtual reality and other software; [removed: |]
[removed: | • | Services] [added: Services] - consultation, delivery, design, installation, memberships, protection plans, repair, set-up, technical support and [removed: GreatCall offerings;] [added: health-related services;] and [removed: |]
[removed: | • | Other] [added: Other] - beverages, snacks, sundry items and other product offerings within our International segment (including baby, luggage and sporting goods). [removed: |]
[removed: Distribution][added: Distribution]
[removed: Domestic Segment][added: *Domestic Segment*]
[removed: International Segment][added: *International Segment*]
Our Canada and Mexico distribution [removed: model is] [added: models are] similar to that of our Domestic segment.
[removed: Suppliers] [added: Suppliers] and [removed: Inventory][added: Inventory]
In fiscal [removed: 2019,] [added: 2020,] our 20 largest suppliers accounted for approximately [removed: 64%] [added: 79%] of the merchandise we purchased, with five suppliers – Apple, Samsung, Hewlett-Packard, Sony and LG – representing approximately [removed: 51%] [added: 56%] of total merchandise purchased.
[removed: Store Development][added: Store Development]
We had [removed: 1,187] [added: 1,175] large-format and [removed: 51] [added: 56] small-format stores at the end of fiscal [removed: 2019] [added: 2020] throughout our Domestic and International segments.
[removed: Beginning in 2013, we opened] [added: We also have] vendor store-within-a-store concepts to allow closer vendor partnerships and a higher quality customer experience.
[removed: In fiscal 2020 and beyond, we will continue to] [added: We continuously] look for opportunities to optimize our store space, renegotiate leases and selectively open or close locations to support our operations.
Refer to Item 7, [removed: Management's] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations,*] for tables reconciling our Domestic and International segment stores open at the end of each of the last three fiscal years.
[removed: Intellectual Property][added: Intellectual Property]
We own or have the right to use valuable intellectual property such as trademarks, service marks and tradenames, including, but not limited to, [removed: Best] [added: *Best] Buy, Best Buy Express, Best Buy [added: Health, Best Buy] Mobile, [added: CST,] Dynex, Geek Squad, GreatCall, Insignia, Jitterbug, Lively, Magnolia, Modal, My Best Buy, Pacific [removed: Sales, Pacific] Kitchen and Home, [added: Pacific Sales,] Platinum, [removed: Rocketfish, 5Star] [added: Rocketfish*, *5Star*] and our [removed: Yellow Tag] [added: *Yellow Tag*] logo.
[removed: Seasonality][added: Seasonality]
[removed: Working Capital][added: Working Capital]
We fund our business operations through a combination of available cash and cash [removed: equivalents, short-term investments] [added: equivalents] and cash flows generated from operations.
[removed: Competition][added: Competition]
We believe our ability to help customers online, in stores and in their homes and to connect technology product and solutions with customer needs [removed: offers] [added: provides] us key competitive advantages.
Some of our competitors have lower cost operating structures and seek to compete for sales primarily on [removed: price.]
We carefully monitor pricing offered by other [removed: retailers,] [added: retailers and service providers,] as maintaining price competitiveness is one of our ongoing priorities.
We believe our dedicated and knowledgeable people, our integrated online, retail and [removed: in-home] [added: in\-home] assets, our broad and curated product assortment, our strong vendor partnerships, our service and support offerings designed to solve real customer needs, our unique ability to showcase technology in distinct store formats and our supply chain are important ways in which we maintain our competitive advantage.
[removed: Environmental] [added: Environmental] and Social [removed: Matters][added: Matters]
We are driven by our purpose to enrich lives through technology.
We do that by leveraging our combination of tech and a human touch to meet our customers’ everyday needs, whether they come to us online, visit our stores or invite us into their homes.
On May 9, 2019, we acquired all of the outstanding shares of Critical Signal Technologies, Inc. (“CST”), a health services company, and on August 7, 2019, we acquired the predictive healthcare technology business of BioSensics, LLC (“BioSensics”).
[Table of Contents](#TOC)
Customers who purchase products online have the choice to pick up product at a Best Buy store (including curbside pick-up in select stores), at an alternative pick-up location or take delivery direct to their homes.
[Table of Contents](#TOC)
price.
For our business to succeed, we need to hire and retain the best employees.
To accomplish this, we must maintain a supportive and inclusive culture that values everyone’s talents, life experiences and backgrounds and offer compensation and benefits that maintain our competitiveness and reflect our values.
We recently added two new benefit offerings: surrogacy assistance and increased adoption expense reimbursement.
Best Buy has also continued to publicly show commitment to equality and non-discrimination.
We joined the Human Rights Campaign and 160 leading U.S. companies to support the Equality Act, federal legislation that would add protections for lesbian, gay, bisexual, transgender and queer (LGBTQ) people to U.S. civil rights laws.
We also signed an amicus brief with the U.S. Supreme Court to show support for Deferred Action for Childhood Arrivals (DACA) recipients.
The primary way we do this is through our network of Best Buy Teen Tech Centers.
The centers are safe, after-school learning spaces equipped with cutting-edge technology where youth learn new tech skills, stay on track with school, gain exposure to new career possibilities and benefit from positive adult and peer relationships.
Minimizing carbon emissions in our operations is a priority at Best Buy.
In fiscal 2020, we made an investment in partnership with U.S. Bank and X-Elio to build a solar field that is expected to produce 174,000 MWh of clean electricity per year.
We also set a new goal to help our customers cut carbon emissions by 20 percent by 2030 through purchasing ENERGY STAR® certified products, which will save them $5 billion on utility bills.
We continue to earn recognition from prestigious organizations, including being named to CDP’s Climate A List and ranking among *Barron’s* Most Sustainable Companies.
[Table of Contents](#TOC)
We strive to enrich the lives of consumers through technology, whether they connect with us online, visit our stores or invite us into their homes.
We do this by solving technology problems and addressing key human needs across a range of areas, including entertainment, productivity, communication, food preparation, security and health and wellness.
On March 1, 2018, we announced our intent to close all of our 257 remaining Best Buy Mobile stand-alone stores in the U.S., and all remaining stores were closed during the second quarter of fiscal 2019.
On October 1, 2018, we acquired all of the outstanding shares of GreatCall, Inc. ("GreatCall"), a leading connected health services provider for aging consumers that offers easy-to-use mobile products and connected devices.
These categories provide products and services to our customers that address key human needs across a range of areas, including entertainment, productivity, communication, food preparation, security and health and wellness.
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Customers who purchase products online have the choice to pick up product at U.S. Best Buy stores or have it delivered directly to them from a distribution center or retail store.
We have the ability to ship from all of our Best Buy stores in the U.S. and all of our large-format stores in Canada.
Customers may also elect to pick up orders initiated online in any of our stores.
In the U.S., online-only retailers historically were not generally required to collect sales taxes in certain states.
However, a June 2018 Supreme Court decision (South Dakota v.
Wayfair) authorized states to require online-only retailers to collect and remit sales taxes.
As a result, the online-only sales tax advantage of some of our competitors will continue to erode as more states require online-only retailers to collect sales tax.
Examples of such activities include the following.
We reinforced our commitment to diversity and inclusion by signing the CEO Action for Diversity & Inclusion Pledge and the Parity Pledge.
The primary way we do this is through our network of Best Buy Teen Tech Centers, which help prepare teens for careers in tech by providing them with opportunities to engage with the latest technology, learn core professional skills and connect with Best Buy employee mentors.
We also help our customers live more sustainably by assorting ENERGY STAR® certified products, which help them
save money on utility bills.
An excerpt. Shown here: 40 of 55 rewritten, all 20 added and all 29 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings.
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
For [removed: a description of] [added: additional information regarding] our legal proceedings, see Note 13, [removed: Contingencies] [added: *Contingencies] and [removed: Commitments,] [added: Commitments*,] of the Notes to Consolidated Financial Statements, included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K.
Cover and table of contents
61 rewritten, 12 added, 19 removed, 28 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: UNITED STATES][added: UNITED STATES]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: FORM 10-K][added: FORM 10-K]
[removed: (Mark One)][added: (Mark One)]
| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
For the fiscal year ended February [removed: 2, 2019][added: 1, 2020]
| [removed: o] [added: ¨] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
Commission file number [removed: 1-9595][added: 1-9595]
[removed: ][added: ]
[removed: BEST] [added: BEST] BUY CO., [removed: INC.][added: INC.]
| [removed: Minnesota] [added: Minnesota] | | [removed: 41-0907483] [added: 41-0907483] |
| [removed: 7601] [added: 7601] Penn Avenue [removed: South Richfield, Minnesota] [added: South Richfield, Minnesota] | | [removed: 55423] [added: 55423] (Zip Code) |
[removed: Registrant's] [added: (Registrant’s] telephone number, including area [removed: code 612-291-1000][added: code)]
| Title of each class | [added: Trading Symbol] | Name of [removed: each] exchange on which registered |
| [removed: Common] [added: Common] Stock, [added: $0.10] par value [removed: $.10] per [removed: share] [added: share] | [added: BBY] | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |
Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None.]
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.][added: Act.Yes No ]
[removed: o Yes x No][added: Yes No ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Act.][added: Act.Yes No ]
[removed: o Yes x No][added: Yes No ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 [removed: days.][added: days.Yes No ]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an [removed: emergency] [added: emerging] growth company.
| [removed: Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o | |] Smaller [removed: reporting company o] [added: Reporting Company ] | | Emerging [removed: growth company o] [added: Growth Company ] | [added: |]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Act) o Yes x No][added: Act).]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of August [removed: 3, 2018,] [added: 2, 2019,] was approximately [removed: $15.7] [added: $13.9] billion, computed by reference to the price of [removed: $76.08] [added: $68.53] per share, the price at which the common equity was last sold on August [removed: 3, 2018,] [added: 2, 2019,] as reported on the New York Stock Exchange-Composite Index.
(For purposes of this [removed: calculation] [added: calculation,] all of the [removed: registrant's] [added: registrant’s] directors and executive officers are deemed affiliates of the registrant.)
As of March [removed: 26, 2019,] [added: 18, 2020,] the registrant had [removed: 267,804,388] [added: 256,971,220] shares of its [removed: Common Stock] [added: common stock, $0.10 par value per share,] issued and outstanding.
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]
Portions of the registrant's [removed: definitive] [added: Definitive] Proxy Statement relating to its [removed: 2019] [added: 2020] Regular Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III.
[removed: CAUTIONARY] [added: CAUTIONARY] STATEMENT PURSUANT TO [removed: THE][added: THE]
[removed: PRIVATE] [added: PRIVATE] SECURITIES LITIGATION REFORM ACT OF [removed: 1995][added: 1995]
With the exception of historical information, the matters discussed in this Annual Report on Form 10-K are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," [added: “guidance,”] "intend," "foresee," "outlook," "plan," "project" and other words and terms of similar meaning.
Readers should review Item 1A, [removed: Risk Factors,] [added: *Risk Factors,*] of this Annual Report on Form 10-K for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this Annual Report on Form 10-K.
[removed: BEST] [added: BEST] BUY FISCAL [removed: 2019] [added: 2020] FORM [removed: 10-K][added: 10-K]
[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]
[removed: | [PART I](#sF7ED9E834AE05AAFB04C4BC655A81C07) | | [4](#sF7ED9E834AE05AAFB04C4BC655A81C07) |][added: PART I]
| [Item [removed: 1.](#sBE2188ACAB1E5B258F997F5A1684A2D4)] [added: 1.](#Item1Business)] | [removed: [Business.](#sBE2188ACAB1E5B258F997F5A1684A2D4)] [added: [Business.](#Item1Business)] | [removed: [4](#sBE2188ACAB1E5B258F997F5A1684A2D4)] [added: 4] |
| [Item [removed: 1A.](#sFA0E75B180B059F7B480A160DC002033)] [added: 1A.](#Item1ARiskFactors)] | [Risk [removed: Factors.](#sFA0E75B180B059F7B480A160DC002033)] [added: Factors.](#Item1ARiskFactors)] | [removed: [7](#sFA0E75B180B059F7B480A160DC002033)] [added: 7] |
| [Item [removed: 1B.](#s4349CED83E305B8CA6B9D695B044083A)] [added: 1B.](#Item1BUnresolvedStaffComments)] | [Unresolved Staff [removed: Comments.](#s4349CED83E305B8CA6B9D695B044083A)] [added: Comments.](#Item1BUnresolvedStaffComments)] | [removed: [16](#s4349CED83E305B8CA6B9D695B044083A)] [added: 15] |
OR
(612) 291-1000
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[Table of Contents](#TOC)
[Table of Contents](#TOC)
| | [Information about our Executive Officers](#ExecutiveOfficersoftheRegistrant) | 18 |
| [PART II](#PartII) | | 20 |
| [PART IV](#PartIV) | | 69 |
[Table of Contents](#TOC)
10-K 1 bby-2019x10k.htm 10-K
____________________________________________________________________________
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x Yes o No
x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
(Check one):
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| | [Executive Officers of the Registrant](#s6A2C317CE6A35C6D855932AF45992943) | [20](#s6A2C317CE6A35C6D855932AF45992943) |
| [PART II](#s2D380A2C54D15197B1ACC5401EBFC989) | | [22](#s2D380A2C54D15197B1ACC5401EBFC989) |
| [PART IV](#sF13E6F47832C59B49AF4BD5F5D2B40F8) | | [93](#sF13E6F47832C59B49AF4BD5F5D2B40F8) |
| | [Schedule II](#sBB7984F6E2E25260AF9567A2D9338106) | [97](#sBB7984F6E2E25260AF9567A2D9338106) |
An excerpt. Shown here: 40 of 61 rewritten, all 12 added and all 19 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. Unresolved Staff Comments.
0 rewritten, 1 added, 0 removed, 1 unchanged
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[Table of Contents](#TOC)
Item 2. Properties.
123 rewritten, 18 added, 24 removed, 11 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Stores,] [added: Stores,] Distribution Centers, Service Centers and Corporate [removed: Facilities][added: Facilities]
[removed: Domestic Segment][added: Domestic Segment]
The [removed: following table summarizes the] location and total square footage of our Domestic segment stores and outlet centers at the end of fiscal [removed: 2019:][added: 2020 were as follows:]
| | [removed: | U.S.] [added: U.S.] Best [removed: Buy Stores] [added: Buy Stores] | | | [removed: U.S.] [added: | U.S.] Best [removed: Buy Outlet Centers] [added: Buy Outlet Centers] | | | [removed: Pacific Sales Stores] | [added: Pacific Sales Stores] | [added: | |]
| Alabama | | [removed: 12] [added: 11] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Alaska | | 2 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Arizona | | 22 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Arkansas | | 8 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Colorado | | 21 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Connecticut | | 12 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Delaware | | 3 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| District of Columbia | | 1 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Florida | | [removed: 64] [added: 63] | | | [removed: —] | [added: 1] | | [removed: —] | | [added: \- | |]
| Georgia | | 28 | | | [removed: —] | [added: 1] | | [removed: —] | | [added: \- | |]
| Hawaii | | 2 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Idaho | | 5 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Illinois | | [removed: 43] [added: 42] | | | [added: |] 1 | | | [removed: —] | [added: \-] | [added: |]
| Indiana | | [removed: 23] [added: 22] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Iowa | | [removed: 11] [added: 10] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Kansas | | [removed: 8] [added: 7] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Kentucky | | 9 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Louisiana | | [removed: 16] [added: 15] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Maine | | 3 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Maryland | | 21 | | | [removed: —] | [added: 1] | | [removed: —] | | [added: \- | |]
| Massachusetts | | [removed: 23] [added: 22] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Michigan | | [removed: 32] [added: 31] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Minnesota | | [removed: 19] [added: 18] | | | [removed: —] | [added: 1] | | [removed: —] | | [added: \- | |]
| Mississippi | | 8 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Missouri | | 18 | | | [removed: —] | [added: 1] | | [removed: —] | | [added: \- | |]
| Montana | | 3 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Nebraska | | 5 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Nevada | | [removed: 10] [added: 9] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| New Hampshire | | 6 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| New Jersey | | [removed: 25] [added: 24] | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| New Mexico | | 5 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| New York | | 52 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| North Carolina | | [removed: 32] [added: 31] | | | [removed: 1] | [added: \-] | | [removed: —] | | [added: \- | |]
| North Dakota | | 4 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Ohio | | 35 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| Oklahoma | | 13 | | | [removed: —] | [added: \-] | | [removed: —] | | [added: \- | |]
| California | | 115 | | | | 2 | | | | 21 | |
| Texas | | 101 | | | | 2 | | | | \- | |
[Table of Contents](#TOC)
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | Stores | | | | Outlet Centers | | | | Stores | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| Field offices | 12 locations in 9 states | | | | | 90 | | | | \- | |
(2)Our principal corporate headquarters consists of four interconnected buildings.
We also sublease a portion of the office space to unaffiliated third parties.
| Aguascalientes | 1 | | | \- | | | \- | |
| Tamaulipas | 1 | | | \- | | | \- | |
[Table of Contents](#TOC)
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| California | | 116 | | | 2 | | | 21 | |
| Texas | | 103 | | | 2 | | | — | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| | | | | | | | | |
| Territory field offices | | 11 locations throughout the U.S. | | 87 | | | — | |
| | |
| --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| | | | | | | | | |
| Paseo Interlomas | 1 | | | — | | | — | |
| | Best Buy Stores | | | Best Buy Mobile Stores | | | Best Buy Stores | | | Best Buy Express Stores | |
An excerpt. Shown here: 40 of 123 rewritten, all 18 added and all 24 removed. The counts are complete. For every sentence, read Item 2. Properties. in the FY2020 filing and the FY2019 filing.
Item 4. Mine Safety Disclosures.
25 rewritten, 60 added, 31 removed, 16 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Position] [added: Position] with the [removed: Company] [added: Company] | | [removed: Years] [added: Years] with the [removed: Company] [added: Company] | [added: | |]
| Corie [added: S.] Barry | | [removed: 44] [added: 45] | | Chief [removed: Financial Officer & Strategic Transformation] [added: Executive] Officer | | [removed: 19] | [added: 20 | |]
| Kamy Scarlett | | [removed: 55] [added: 56] | | Chief Human Resources Officer [removed: & President, U.S. Retail Stores] | | [removed: 5] | [added: 6 | |]
| R. Michael (Mike) Mohan | | [removed: 51] [added: 52] | | [added: President and] Chief Operating [removed: Officer, Best Buy U.S.] [added: Officer] | | [removed: 15] | [added: 16 | |]
| Brian Tilzer | | [removed: 48] [added: 49] | | Chief Digital and Technology Officer | | [removed: 1] | [added: 2 | |]
| Mathew R. Watson | | [removed: 48] [added: 49] | | Senior Vice President, Controller and Chief Accounting Officer | | [removed: 13] | [added: 14 | |]
[removed: In this] [added: Prior to her current] role, she [removed: is] [added: served as chief financial officer & chief strategic transformation officer] responsible for overseeing all aspects of strategic transformation and growth, digital and technology, global finance, investor relations, enterprise risk and compliance, integration [removed: management,] [added: management] and Best Buy Health, which includes GreatCall.
[removed: Prior to her current role she was] [added: Her prior roles include:] the company’s chief strategic growth officer and the interim leader of Best Buy’s services organization from 2015 until [removed: 2016.][added: 2016; senior vice president of domestic finance from 2013 to 2015; vice president, chief financial officer and business development of our home business group from 2012 to 2013; and vice president, finance of the home customer solutions group from 2010 to 2012.]
Prior to Best Buy, Ms. Barry worked at Deloitte & [removed: Touche,] [added: Touche] LLP.
She also serves on the board of directors [removed: of] [added: for] Domino’s [removed: Pizza,] [added: Pizza] Inc. [added: and the board of trustees for the College of St. Benedict.]
[removed: Kamy Scarlett] [added: Kamy Scarlett] was appointed our Chief Human Resources Officer in June [removed: 2017, and also our President, U.S. Retail Stores in January 2019.][added: 2017.]
In this role, she oversees talent development and the health and well-being of [removed: the] nearly 125,000 Best Buy employees [removed: worldwide, and the execution and operation of all domestic Best Buy store locations.][added: worldwide.]
She also previously held leadership roles at Loblaw Cos., Hudson’s Bay Co. and Dylex Inc. Ms. Scarlett serves on the board of directors of Greater [removed: MSP and The Best Buy Foundation.][added: MSP.]
His responsibilities include oversight over all customer channels for Best Buy’s domestic business, including retail, [removed: ecommerce] [added: e-commerce] and customer experience, services, [removed: home] [added: home,] and Best Buy [removed: Direct.][added: Business.]
In addition, he leads category management, merchandising, marketing, supply [removed: chain] [added: chain,] and real estate for Best Buy’s core U.S. business.
Prior to his current role, he served as [added: chief operating officer, U.S. from September 2018 until June 2019;] senior executive vice president and chief merchandising and marketing officer from 2017 until September 2018; chief merchandising officer from 2014 to 2017; president, home from 2013 to 2014; senior vice president, general manager - home business group [added: from 2011 to 2013; senior vice president, home theatre from 2008 to 2011; and vice president, home entertainment from 2006 to 2008.]
[removed: Brian Tilzer] [added: Brian Tilzer] has served as our Chief Digital and Technology Officer since [added: he joined the company in] May 2018.
In this role, he is responsible for all aspects of information technology and digital at Best Buy to create a seamless and superior multichannel customer experience in support of the company’s [removed: Best Buy 2020] growth strategy.
[removed: With more than 25 years of experience in strategic business development,] operations and information technology, Mr. Tilzer has deep expertise in understanding, defining and delivering the technology necessary to provide a superior customer experience in a multichannel environment.
Prior to joining Best Buy, he served as chief digital officer at CVS Health, the largest pharmacy [removed: healthcare] [added: health care] provider in the U.S. He also has served as senior vice president of e-commerce for Staples and senior vice president of strategy and business development for Linens ’n Things.
Mr. Tilzer serves on the board of directors for Signet Jewelers, the largest retail jewelry chain in the U.S., Canada and [added: the] United Kingdom.
[removed: Mathew] [added: Mathew] R.
[removed: Watson] [added: Watson] was appointed our Senior Vice President, Controller and Chief Accounting Officer in October 2017.
Prior to joining [removed: us] [added: Best Buy] in 2005, Mr. Watson worked at KPMG, a professional audit, advisory and tax firm, from 1995 to 2005.
[removed: PART II][added: PART II]
Information about our Executive Officers
(As of March 18, 2020)
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| Whit Alexander | | 41 | | Chief Transformation, Innovation and Membership Officer | | | 5 | |
| Matt Bilunas | | 47 | | Chief Financial Officer | | | 14 | |
| Matt Furman | | 49 | | Chief Communications and Public Affairs Officer | | | 8 | |
| Todd G. Hartman | | 53 | | General Counsel and Chief Risk and Compliance Officer | | | 14 | |
| Asheesh Saksena | | 55 | | President, Best Buy Health | | | 4 | |
Corie S.
Barry was appointed our Chief Executive Officer in June 2019.
Whit Alexander was appointed our Chief Transformation, Innovation and Membership Officer in December 2019.
In this role, he is responsible for maintaining the strategic plan and building new offerings and capabilities to deliver the company’s goals.
Mr. Alexander oversees Best Buy’s membership offerings, including financial services, the My Best Buy loyalty program and Total Tech Support.
He is also charged with growing Best Buy’s enterprise data and analytics capability.
He previously served as chief marketing officer from 2017 to 2018, leading the company’s marketing and financial services functions, and as senior vice president, personalization, loyalty &
[Table of Contents](#TOC)
strategy from 2015 to 2017.
Prior to joining Best Buy in 2015, Whit was with Target Corp. from 2012 to 2015.
Before that, he was a partner at McKinsey & Co. He serves on the board of directors for the YMCA of the Greater Twin Cities and the board of overseers for the Carlson School of Management.
Matt Bilunas is our Chief Financial Officer, appointed in July 2019.
In this role, he is responsible for overseeing all aspects of global finance and strategic planning, as well as audit, procurement and pricing functions.
Since joining Best Buy in 2006, Mr. Bilunas has served in a variety of financial leadership roles, both in the field and at the corporate campus.
He started as a territory finance director in Los Angeles and has worked in the company’s domestic and international businesses.
Mr. Bilunas has been a key finance leader during Best Buy’s transformation.
Prior to becoming CFO, he was senior vice president of enterprise and merchandise finance since April 2017; vice president, finance for category, e-commerce and marketing from 2015 to 2017; and vice president, category finance from 2013 until 2014.
He also has held finance roles in retail, e-commerce and marketing.
Before Best Buy, he worked at Carlson Inc., NRG Energy Inc., Bandag Inc. and KPMG.
Mr. Bilunas serves on the board of directors for the Children’s Hospital of Minnesota.
Matt Furman has served as our Chief Communications and Public Affairs Officer since 2012.
In this role, he oversees internal and external communications, government affairs, corporate responsibility and sustainability, community relations, as well as the company’s in-house production studio and event planning functions.
Prior to joining Best Buy in 2012, Mr. Furman was the vice president of corporate affairs at Mars Chocolate, the manufacturer of such iconic brands as Snickers, M&M’s and Dove.
He previously held senior communications positions at Google, CNN and in the administrations of New York City Mayor Rudy Giuliani and President Bill Clinton.
He is a member of the board of directors for the Best Buy Foundation, Dunwoody College of Technology and YMCA of the USA.
He is also on the adjunct faculty of the University of Minnesota’s School of Journalism and Mass Communication.
Todd G.
Hartman was appointed General Counsel in April 2019 and has also served as Chief Risk and Compliance Officer since 2017.
In this role, he is responsible for the company’s legal activities and its global risk and compliance program.
He also serves as corporate secretary.
Executive Officers of the Registrant
(As of March 26, 2019)
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| Hubert Joly | | 59 | | Chairman and Chief Executive Officer | | 6 |
| Keith J. Nelsen | | 55 | | General Counsel and Secretary | | 13 |
Hubert Joly is our Chairman and Chief Executive Officer.
He was appointed as President and Chief Executive Officer and a Director in September 2012 and as Chairman in June 2015.
Mr. Joly was previously the president and chief executive officer of Carlson, Inc., a worldwide hospitality and travel company based in Minneapolis, Minnesota, from 2008 until he joined Best Buy.
Prior to becoming chief executive officer of Carlson, Mr. Joly was president and chief executive officer of Carlson Wagonlit Travel, a business travel management company, from 2004 until 2008.
He held several senior executive positions with Vivendi S.A., a French multinational media and telecommunications company, from 1999 to 2004.
Prior to that time, Mr. Joly worked in the technology sector at Electronic Data Systems (now part of Hewlett-Packard Co.) from 1996 to 1999 and at McKinsey & Company, Inc. from 1983 to 1996.
Mr. Joly is currently a member of the board of directors of Ralph Lauren Corp., a leader in the design, marketing and retailing of premier lifestyle products.
He also serves on the executive committees of the Business Council, the Retail Industry Leaders Association and the Minnesota Business Partnership, and on the board of trustees of the Minneapolis Institute of Arts and the Minnesota Orchestra.
Mr. Joly previously served as a director of Carlson, Inc.; chair of the board of directors of the Rezidor Hotel Group; chair of the board of directors of Carlson Wagonlit Travel; chair of the Travel Facilitation Sub-Committee of the U.S. Department of Commerce Travel and Tourism Advisory Board; on the executive committee of the World Travel and Tourism Council; and on the board of overseers of the Carlson School of Management.
Corie Barry was appointed our Chief Financial Officer in June 2016 and also our Chief Strategic Transformation Officer in September 2018.
Prior to that dual-role, she served as senior vice president of domestic finance from 2013 to 2015; vice president, chief financial officer and business development of our home business group from 2012 to 2013; and vice president, finance of the home customer solutions group from 2010 to 2012.
R.
Michael (Mike) Mohan has served as our Chief Operating Officer, Best Buy U.S. since September 2018.
from 2011 to 2013; senior vice president, home theatre from 2008 to 2011; and vice president, home entertainment from 2006 to 2008.
Keith J.
Nelsen has served as our General Counsel and Secretary since 2011.
In this role, he manages our enterprise legal function and acts as Secretary to our Board of Directors.
Previously, in addition to his current role, he also served as chief risk officer from 2012 to 2013.
He was appointed executive vice president, general counsel in May 2011 and secretary of the company in June 2011 and served as senior vice president, commercial and international general counsel from 2008 until his current appointment.
Mr. Nelsen joined Best Buy in 2006 as vice president, operations and international general counsel.
Prior to joining us, he worked at Danka Business Systems PLC, an office products supplier, from 1997 to 2006 and served in various roles, including chief administration officer and general counsel.
Prior to his time at Danka, Mr. Nelsen held the role of vice president, legal from 1995 to 1997 at NordicTrack, Inc., a provider of leisure equipment products.
Mr. Nelsen began his career in 1989 as a practicing attorney with Best and Flanagan, LLP, a law firm located in Minneapolis, Minnesota.
Mr. Nelsen is a member of the board of directors of NuShoe, Inc., a privately held shoe repair facility in San Diego, California.
An excerpt. Shown here: all 25 rewritten, 40 of 60 added and all 31 removed. The counts are complete. For every sentence, read Item 4. Mine Safety Disclosures. in the FY2020 filing and the FY2019 filing.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
16 rewritten, 19 added, 16 removed, 11 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Market] [added: Market] Information and [removed: Dividends][added: Dividends]
On February [removed: 28, 2019,] [added: 27, 2020,] we announced an increase in our regular quarterly dividend from [removed: $0.45] [added: $0.50] per share to [removed: $0.50] [added: $0.55] per share.
[removed: Holders][added: Holders]
As of March [removed: 26, 2019,] [added: 18, 2020,] there were [removed: 267,804,388] [added: 2,167] holders of record of our common stock.
[removed: Purchases] [added: Purchases] of Equity Securities by the Issuer and Affiliated [removed: Purchasers][added: Purchasers]
During fiscal [removed: 2019,] [added: 2020,] we repurchased and retired [removed: 21.2] [added: 14.0] million shares at a cost of [removed: $1.5] [added: $1.0] billion.
Between the end of fiscal [removed: 2019] [added: 2020 on February 1, 2020,] and March [removed: 26, 2019,] [added: 18, 2020,] we repurchased an incremental [removed: 0.9] [added: 0.6] million shares of our common stock at a cost of [removed: $62] [added: $56] million.
[removed: The following table presents the total number of shares of our common stock that we purchased during the fourth quarter of fiscal 2019, the average price paid] [added: | Fiscal Period | Total Numberof SharesPurchased | | | Average PricePaid] per [removed: share, the number] [added: Share | | | | Total Number] of [removed: shares that we purchased] [added: SharesPurchased] as [removed: part of our publicly announced repurchase program and the approximate dollar value] [added: Part] of [removed: shares] [added: Publicly Announced Program | | | Approximate Valueof Shares] that [removed: may yet be purchased at the end of] [added: May Yet BePurchased Under] the [removed: applicable fiscal period, pursuant to our February 2017 $5.0 billion share repurchase program:][added: Program(1) | | |]
[removed: Best] [added: Best] Buy Stock Comparative Performance [removed: Graph][added: Graph]
[removed: The] [added: *The] information contained in this Best Buy Stock Comparative Performance Graph section shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange [removed: Act.][added: Act.*]
The graph assumes an investment of $100 at the close of trading on [removed: February 1, 2014,] [added: January 31, 2015,] the last trading day of fiscal [removed: 2014,] [added: 2015,] in our common stock, the S&P 500 and the S&P Retailing Group.
[removed: COMPARISON] [added: COMPARISON] OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN*]
[removed: Among] [added: Among] Best Buy Co., Inc., the S&P 500 and the S&P Retailing [removed: Group][added: Group]
[removed: ][added: ]
| [removed: Fiscal] [added: Fiscal] Years [removed: Ended | February 1, 2014 | | |] [added: Ended] | [removed: January] [added: January] 31, [removed: 2015] [added: 2015] | | | | [removed: January] [added: January] 30, [removed: 2016] [added: 2016] | | | | [removed: January] [added: January] 28, [removed: 2017] [added: 2017] | | | | [removed: February] [added: February] 3, [removed: 2018] [added: 2018] | | | | [removed: February] [added: February] 2, [removed: 2019] [added: 2019] | | | [added: | February 1, 2020 | | | |]
[removed: Source:] [added: *Source:] Research Data Group, [removed: Inc.][added: Inc.*]
On February 23, 2019, our Board authorized a $3.0 billion share repurchase program.
We have since temporarily suspended all share repurchases.
The following table presents information regarding our repurchases of common stock during the fourth quarter of fiscal 2020:
| Nov. 3, 2019 through Nov. 30, 2019 | 1,234,653 | | | $ | 75.72 | | | 1,234,653 | | | $ | 2,200,000,000 | |
| Dec. 1, 2019 through Jan. 4, 2020 | 1,352,678 | | | $ | 84.90 | | | 1,352,678 | | | $ | 2,085,000,000 | |
| Jan. 5, 2020 through Feb. 1, 2020 | 1,058,587 | | | $ | 89.17 | | | 1,058,587 | | | $ | 1,991,000,000 | |
| Total fiscal 2020 fourth quarter | 3,645,918 | | | $ | 83.03 | | | 3,645,918 | | | $ | 1,991,000,000 | |
(1)At the beginning of the fourth quarter of fiscal 2020, there was $2.3 billion available for share repurchases under our February 2019 $3.0 billion share repurchase program.
The "Approximate Value of Shares that May Yet Be Purchased Under the Program" column reflects the $302 million we purchased in the fourth quarter of fiscal 2020 pursuant to such program.
For additional information, see Note 7, *Shareholders' Equity*, of the Notes to the Consolidated Financial Statements included in Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K.
[Table of Contents](#TOC)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Best Buy Co., Inc. | $ | 100 | | | $ | 82.44 | | | $ | 134.30 | | | $ | 225.62 | | | $ | 190.08 | | | $ | 283.16 | | |
| S&P 500 | | 100 | | | | 99.33 | | | | 119.24 | | | | 150.73 | | | | 147.24 | | | | 179.17 | | |
| S&P Retailing Group | | 100 | | | | 118.07 | | | | 140.38 | | | | 203.32 | | | | 216.05 | | | | 253.36 | | |
[Table of Contents](#TOC)
In addition, our Board approved a special dividend that was declared and paid in the first quarter of each of fiscal 2016 and fiscal 2017.
On February 23, 2019, our Board authorized a new $3.0 billion share repurchase program that superseded the previous $5.0 billion authorization from February 2017, which had $1.5 billion remaining as of February 2, 2019.
| Fiscal Period | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1) | | |
| Nov. 4, 2018 through Dec. 1, 2018 | 2,222,495 | | | $ | 65.88 | | | 2,222,495 | | | $ | 1,739,000,000 | |
| Dec. 2, 2018 through Jan. 5, 2019 | 2,393,284 | | | $ | 56.10 | | | 2,393,284 | | | $ | 1,604,000,000 | |
| Jan. 6, 2019 through Feb. 2, 2019 | 1,184,372 | | | $ | 57.43 | | | 1,184,372 | | | $ | 1,536,000,000 | |
| Total fiscal 2019 fourth quarter | 5,800,151 | | | $ | 60.12 | | | 5,800,151 | | | $ | 1,536,000,000 | |
| | |
| --- | --- |
| (1) | At the beginning of the fourth quarter of fiscal 2019, there was $1.9 billion available for share repurchases under our February 2017 $5.0 billion share repurchase program. The "Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program" column reflects the $349 million we purchased in the fourth quarter of fiscal 2019 pursuant to such program. For additional information, see Note 7, Shareholders' Equity, of the Notes to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Best Buy Co., Inc. | $ | 100.00 | | | $ | 153.08 | | | $ | 126.20 | | | $ | 205.59 | | | $ | 345.38 | | | $ | 290.98 | |
| S&P 500 | 100.00 | | | | 114.22 | | | | 113.46 | | | | 136.20 | | | | 172.17 | | | | 168.19 | | |
| S&P Retailing Group | 100.00 | | | | 119.10 | | | | 140.73 | | | | 167.11 | | | | 241.08 | | | | 256.26 | | |
Item 6. Selected Financial Data.
36 rewritten, 15 added, 28 removed, 1 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
The table should be read in conjunction with Item 7, [removed: Management's] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations*,] and Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K.
[removed: Five-Year] [added: Five-Year] Financial [removed: Highlights][added: Highlights]
[removed: $] [added: *$] in millions, except per share [removed: amounts][added: amounts*]
| [removed: Fiscal Year] [added: Fiscal Year] | [removed: 2019(1)] | [added: 2020(1)] | | | [removed: 2018(2)(3)] | [added: 2019] | | | [removed: 2017(4)] | [added: 2018(2)] | | | [removed: 2016(5)] | [added: 2017] | | | [removed: 2015(6)] | [added: 2016] | | [added: |]
| [removed: Consolidated] [added: Consolidated] Statements of Earnings [removed: Data] [added: Data] | | | | | | | | | | | | | | | | | | | | [added: |]
| Revenue | [added: |] $ | [removed: 42,879] [added: 43,638] | | | $ | [removed: 42,151] [added: 42,879] | | | $ | [removed: 39,403] [added: 42,151] | | | $ | [removed: 39,528] [added: 39,403] | | | $ | [removed: 40,339] [added: 39,528] | |
| Operating income | [removed: 1,900] | | [added: 2,009] | | [removed: 1,843] | | [added: 1,900] | | [removed: 1,854] | | [added: 1,843] | | [removed: 1,375] | | [added: 1,854] | | [removed: 1,450] | | [added: 1,375] | [added: |]
| Net earnings from continuing operations | [removed: 1,464] | | [added: 1,541] | | [removed: 999] | | [added: 1,464] | | [removed: 1,207] | | [added: 999] | | [removed: 807] | | [added: 1,207] | | [removed: 1,246] | | [added: 807] | [added: |]
| Gain [removed: (loss)] from discontinued operations | [removed: —] | | [added: \-] | | [removed: 1] | | [added: \-] | | [removed: 21] | | [added: 1] | | [removed: 90] | | [added: 21] | | [removed: (11] | | [removed: )] [added: 90] | [added: |]
| Net earnings [removed: including noncontrolling interests] | [removed: 1,464] | | [added: 1,541] | | [removed: 1,000] | | [added: 1,464] | | [removed: 1,228] | | [added: 1,000] | | [removed: 897] | | [added: 1,228] | | [removed: 1,235] | | [added: 897] | [added: |]
| [removed: Per] [added: Per] Share [removed: Data] [added: Data] | | | | | | | | | | | | | | | | | | | | [added: |]
| [removed: Net] [added: Diluted net] earnings from continuing operations | [added: |] $ | [removed: 5.20] [added: 5.75] | | | $ | [removed: 3.26] [added: 5.20] | | | $ | [removed: 3.74] [added: 3.26] | | | $ | [removed: 2.30] [added: 3.74] | | | $ | [removed: 3.53] [added: 2.30] | |
| Net gain [removed: (loss)] from discontinued operations | [removed: —] | | [added: \-] | | [removed: —] | | [added: \-] | | [removed: 0.07] | | [added: \-] | | [removed: 0.26] | | [added: 0.07] | | [removed: (0.04] | | [removed: )] [added: 0.26] | [added: |]
| [removed: Net] [added: Diluted net] earnings | [removed: 5.20] | | [added: 5.75] | | [removed: 3.26] | | [added: 5.20] | | [removed: 3.81] | | [added: 3.26] | | [removed: 2.56] | | [added: 3.81] | | [removed: 3.49] | | [added: 2.56] | [added: |]
| Cash dividends declared and paid | [removed: 1.80] | | [added: 2.00] | | [removed: 1.36] | | [added: 1.80] | | [removed: 1.57] | | [added: 1.36] | | [removed: 1.43] | | [added: 1.57] | | [removed: 0.72] | | [added: 1.43] | [added: |]
| [removed: Operating Statistics] [added: Operating Statistics] | | | | | | | | | | | | | | | | | | | | [added: |]
| Comparable sales [removed: growth(7)] [added: growth(3)] | [removed: 4.8] | | [added: 2.1 |] % | | [removed: 5.6] | [added: 4.8] | % | | [removed: 0.3] | [added: 5.6] | % | | [removed: 0.5] | [added: 0.3] | % | | [removed: 0.5] | [added: 0.5] | % |
| Gross profit rate | [removed: 23.2] | | [added: 23.0 |] % | | [removed: 23.4] | [added: 23.2] | % | | [removed: 24.0] | [added: 23.4] | % | | [removed: 23.3] | [added: 24.0] | % | | [removed: 22.4] | [added: 23.3] | % |
| Selling, general and administrative expenses rate | [removed: 18.7] | | [added: 18.3 |] % | | [removed: 19.0] | [added: 18.7] | % | | [removed: 19.2] | [added: 19.0] | % | | [removed: 19.3] | [added: 19.2] | % | | [removed: 18.8] | [added: 19.3] | % |
| Operating income rate | [removed: 4.4] | | [added: 4.6 |] % | | [removed: 4.4] | [added: 4.4] | % | | [removed: 4.7] | [added: 4.4] | % | | [removed: 3.5] | [added: 4.7] | % | | [removed: 3.6] | [added: 3.5] | % |
| [removed: Year-End Data] [added: Year-End Data] | | | | | | | | | | | | | | | | | | | | [added: |]
| Current [removed: ratio(8)] [added: ratio(4)] | [removed: 1.2] | | [added: 1.1] | | [removed: 1.3] | | [added: 1.2] | | [removed: 1.5] | | [added: 1.3] | | [removed: 1.4] | | [added: 1.5] | | [removed: 1.5] | | [added: 1.4] | [added: |]
| Total assets | [added: |] $ | [removed: 12,901] [added: 15,591] | | | $ | [removed: 13,049] [added: 12,901] | | | $ | [removed: 13,856] [added: 13,049] | | | $ | [removed: 13,519] [added: 13,856] | | | $ | [removed: 15,245] [added: 13,519] | |
| Debt, including current portion | [removed: 1,388] | | [added: 1,271] | | [removed: 1,355] | | [added: 1,388] | | [removed: 1,365] | | [added: 1,355] | | [removed: 1,734] | | [added: 1,365] | | [removed: 1,613] | | [added: 1,734] | [added: |]
| Total equity | [removed: 3,306] | | [added: 3,479] | | [removed: 3,612] | | [added: 3,306] | | [removed: 4,709] | | [added: 3,612] | | [removed: 4,378] | | [added: 4,709] | | [removed: 5,000] | | [added: 4,378] | [added: |]
| Number of stores | | | | | | | | | | | | | | | | | | | | [added: |]
| [removed: Domestic(9)] [added: Domestic(5)] | [removed: 1,026] | | [added: 1,009] | | [removed: 1,298] | | [added: 1,026] | | [removed: 1,369] | | [added: 1,298] | | [removed: 1,416] | | [added: 1,369] | | [removed: 1,449] | | [added: 1,416] | [added: |]
| International | [removed: 212] | | [removed: | | 216] [added: 222] | | | | 212 | | | | 216 | | | | [removed: 283] [added: 212] | | | [added: | 216 | |]
| Total | [removed: 1,238] | | [added: 1,231] | | [removed: 1,514] | | [added: 1,238] | | [removed: 1,581] | | [added: 1,514] | | [removed: 1,632] | | [added: 1,581] | | [removed: 1,732] | | [added: 1,632] | [added: |]
| Retail square footage (in thousands) | | | | | | | | | | | | | | | | | | | | [added: |]
| [removed: Domestic(9)] [added: Domestic(5)] | [removed: 39,500] | | [added: 38,821] | | [removed: 40,360] | | [added: 39,500] | | [removed: 41,039] | | [added: 40,360] | | [removed: 41,234] | | [added: 41,039] | | [removed: 41,734] | | [added: 41,234] | [added: |]
| International | [removed: 4,607] | | [added: 4,711] | | [removed: 4,602] | | [added: 4,607] | | [removed: 4,511] | | [added: 4,602] | | [removed: 4,543] | | [added: 4,511] | | [removed: 6,470] | | [added: 4,543] | [added: |]
| Total | [removed: 44,107] | | [added: 43,532] | | [removed: 44,962] | | [added: 44,107] | | [removed: 45,550] | | [added: 44,962] | | [removed: 45,777] | | [added: 45,550] | | [removed: 48,204] | | [added: 45,777] | [added: |]
[removed: | (2) | Fiscal 2018 included 53 weeks.] All other periods presented included 52 weeks. [removed: |]
[removed: | (8) | The] [added: (4)The] current ratio is calculated by dividing total current assets by total current liabilities. [removed: |]
[removed: | (9) | Includes] [added: (5)Includes] Best Buy Outlet Centers for all fiscal years presented. [removed: |]
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(1)In the first quarter of fiscal 2020, we adopted new lease accounting guidance that resulted in the recognition of operating lease assets and operating lease liabilities on the balance sheet.
Refer to Note 1, *Summary of Significant Accounting Policies*, and Note 10, *Leases*, of the Notes to Consolidated Financial Statements, included in Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K, for additional information regarding this adoption.
(2)Fiscal 2018 included 53 weeks.
(3)Our comparable sales calculation compares revenue from stores, websites and call centers operating for at least 14 full months, as well as revenue related to certain other comparable sales channels for a particular period to the corresponding period in the prior year.
Relocated stores, as well as remodeled, expanded and downsized stores closed more than 14 days, are excluded from the comparable sales calculation until at least 14 full months after reopening.
Acquisitions are included in the comparable sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition.
In the first quarter of fiscal 2020, we refined our methodology for calculating comparable sales.
It now reflects certain revenue streams previously excluded from the comparable sales calculation, such as credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers, as applicable.
The impact of adopting these changes is immaterial to all periods presented, and therefore prior-period comparable sales disclosures have not been restated.
Refer to Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, of this Annual Report on Form 10-K, for additional information regarding our comparable sales calculation.
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| Net earnings attributable to Best Buy Co., Inc. shareholders | 1,464 | | | | 1,000 | | | | 1,228 | | | | 897 | | | | 1,233 | | |
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| (1) | Included within operating income, net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2019 is $46 million ($35 million net of taxes) of restructuring charges from continuing operations related to measures we took to restructure our business; $35 million ($28 million net of taxes) of charges associated with the acquisition of GreatCall, including acquisition-related transaction costs and the non-cash amortization of definite-lived intangible assets; and $7 million ($5 million net of taxes) related to a one-time bonus for certain employees in response to future tax savings created by the Tax Cuts and Jobs Act ("tax reform" or "Tax Act") enacted into law in fiscal 2018. Also included in net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2019 is $25 million of subsequent adjustments resulting from the Tax Act. Refer to Note 9, Restructuring Charges, Note 2, Acquisition, and Note 11, Income Taxes, in the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. |
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| (3) | Included within operating income, net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2018 is $80 million ($51 million net of taxes) related to a one-time bonus for certain employees and $20 million ($13 million net of taxes) related to a one-time contribution to the Best Buy Foundation in response to future tax savings created by the Tax Act. Also included in net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2018 is $283 million of charges resulting from the Tax Act. Refer to Note 11, Income Taxes, in the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. |
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| (4) | Included within net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2017 includes $161 million ($100 million net of taxes) due to cathode ray tube ("CRT") and LCD litigation settlements reached, net of related legal fees and costs. Settlements relate to products purchased and sold in prior fiscal years. |
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| (5) | Included within operating income and net earnings from continuing operations for fiscal 2016 is $201 million ($159 million net of taxes) of restructuring charges from continuing operations recorded in fiscal 2016 related to measures we took to restructure our business. Net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2016 includes restructuring charges (net of tax and noncontrolling interest) from continuing operations. |
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| (6) | Included within net earnings from continuing operations and net earnings attributable to Best Buy Co., Inc. shareholders for fiscal 2015 includes $353 million due to a discrete benefit related to reorganizing certain European legal entities. |
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| (7) | Our comparable sales calculation compares revenue from stores, websites and call centers operating for at least 14 full months, as well as revenue related to certain other comparable sales channels for a particular period to the corresponding period in the prior year. Relocated stores, as well as remodeled, expanded and downsized stores closed more than 14 days, are excluded from the comparable sales calculation until at least 14 full months after reopening. Acquisitions are included in the comparable sales calculation beginning with the first full quarter following the first anniversary of the date of the acquisition. The Canadian brand consolidation, which included the permanent closure of 66 Future Shop stores, the conversion of 65 Future Shop stores to Best Buy stores and the elimination of the Future Shop website, had a material impact on a year-over-year basis on the remaining Canadian retail stores and the website. As such, from the first quarter of fiscal 2016 through the third quarter of fiscal 2017, all Canadian store and website revenue was removed from the comparable sales base and the International segment no longer had a comparable metric. Therefore, Consolidated comparable sales equaled the Domestic segment comparable sales. Beginning in the fourth quarter of fiscal 2017, we resumed reporting International comparable sales as revenue and the International segment was once again deemed to be comparable and, as such, Consolidated comparable sales are once again equal to the aggregation of Domestic and International comparable sales. Comparable sales also exclude the impact of the extra week in fiscal 2018. On March 1, 2018, we announced our intent to close all of our 257 remaining Best Buy Mobile stand-alone stores in the U.S. As a result, all revenue related to these stores has been excluded from the comparable sales calculation beginning in March 2018. On October 1, 2018, we acquired all outstanding shares of GreatCall. Consistent with our comparable sales policy, the results of GreatCall are excluded from our comparable sales calculation for fiscal 2019. |
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Item 8. Financial Statements and Supplementary Data.
714 rewritten, 355 added, 566 removed, 382 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Management's] [added: Management's] Report on the Consolidated Financial [removed: Statements][added: Statements]
[removed: Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]
[removed: | (1) | pertain] [added: (1)pertain] to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; [removed: |]
[removed: | (2) | provide] [added: (2)provide] reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and [removed: |]
[removed: | (3) | provide] [added: (3)provide] reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. [removed: |]
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of February [removed: 2, 2019,] [added: 1, 2020,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013).][added: (2013).* Based on our assessment, we have concluded that our internal control over financial reporting was effective as of February 1, 2020.]
Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended February [removed: 2, 2019,] [added: 1, 2020,] included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data,*] of this Annual Report on Form 10-K, has issued an unqualified attestation report on our internal control over financial reporting as of February [removed: 2, 2019.][added: 1, 2020.]
| [removed: Hubert Joly Chairman and Chief Executive Officer (duly] [added: | *(duly] authorized and principal executive [removed: officer)] [added: officer)*] | | [removed: Corie Barry Chief Financial Officer (duly] [added: | | *(duly] authorized and principal [removed: financial officer)] [added: executive officer)*] | [added: | | | |]
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
To the [added: Shareholders and the] Board of Directors [removed: and Shareholders] of
[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]
We have audited the accompanying consolidated balance sheets of Best Buy Co., Inc. and subsidiaries (the "Company") as of February [removed: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018,] [added: 2, 2019,] the related consolidated statements of earnings, comprehensive income, cash flows, and changes in [removed: shareholders’] [added: shareholders'] equity for each of the three years in the period ended February [removed: 2, 2019,] [added: 1, 2020,] and the related notes [removed: and the schedule listed in the Index at Item 15] (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February [removed: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018,] [added: 2, 2019,] and the results of its operations and its cash flows for each of the three years in the period ended February [removed: 2, 2019,] [added: 1, 2020,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February [removed: 2, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 28, 2019,] [added: 23, 2020,] expressed an unqualified opinion on the Company's internal control over financial reporting.
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the [removed: U.S.] [added: US] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We have served as the Company's auditor since [removed: fiscal] 2006.
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
To the [added: Shareholders and the] Board of Directors [removed: and Shareholders] of
[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]
We have audited the internal control over financial reporting of Best Buy Co., Inc. and subsidiaries (the “Company”) as of February [removed: 2, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 2, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements [removed: and financial statement schedule] as of and for the year ended February [removed: 2, 2019,] [added: 1, 2020,] of the Company and our report dated March [removed: 28, 2019,] [added: 23, 2020,] expressed an unqualified opinion on those financial statements and [removed: financial statement schedule.][added: included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.]
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: *Management's] Report on Internal Control Over Financial [removed: Reporting.][added: Reporting*.]
[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]
[removed: Consolidated] [added: Consolidated] Balance [removed: Sheets][added: Sheets]
[removed: $] [added: *$] in millions, except per share and share [removed: amounts][added: amounts*]
| | [added: February 1, 2020] | [removed: February] [added: | | | February] 2, [removed: 2019] [added: 2019] | | | | [removed: February] [added: February] 3, [removed: 2018] [added: 2018] | | |
| [removed: Assets |] [added: Assets] | | | | | | | |
| [removed: Current assets |] [added: Current assets] | | | | | | | |
| Cash and cash equivalents | [added: $] | [added: 2,229 | | |] $ | 1,980 | | | $ | 1,101 | |
[removed: | Short-term investments | | — | | | | 2,032 | | |][added: *Short-Term Debt*]
| Receivables, net | | [removed: 1,015 |] [added: 1,149] | | | [removed: 1,049] | [added: 1,015] | |
| Merchandise inventories | | [removed: 5,409 |] [added: 5,174] | | | [removed: 5,209] | [added: 5,409] | |
| Other current assets | | [removed: 466 |] [added: 305] | | | [removed: 438] | [added: 466] | |
| Total current assets | | [removed: 8,870 |] [added: 8,857] | | | [removed: 9,829] | [added: 8,870] | |
| [removed: Property] [added: Property] and [removed: equipment |] [added: equipment] | | | | | | | |
| Land and buildings | | [removed: 637 |] [added: 650] | | | [removed: 623] | [added: 637] | |
| Leasehold improvements | | [removed: 2,119 |] [added: 2,203] | | | [removed: 2,327] | [added: 2,119] | |
| | /s/ Corie Barry | | | | /s/ Matthew Bilunas | | | | |
| | Corie Barry, Chief Executive Officer | | | | Matthew Bilunas, Chief Financial Officer | | | | |
[Table of Contents](#TOC)
Change in Accounting Principle
As discussed in Note 1 to the Company’s financial statements, the Company adopted Accounting Standards Update No. 2016-02 *Leases (Topic 842)* as of February 3, 2019.
Our opinion is not modified with respect to this matter.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Vendor Allowances — Refer to Note 1 to the financial statements
*Critical Audit Matter Description*
The Company receives vendor allowances from certain merchandise vendors through a variety of programs intended to offset the invoice cost of inventory and for promoting and selling merchandise inventory.
Purchases-based vendor allowances are initially deferred and recorded as a reduction of merchandise inventory and are recognized as a reduction to cost of sales when the associated inventory is sold.
Sales-based vendor allowances are based on merchandise sold and are calculated using an agreed upon amount for each unit sold and recognized as a reduction to cost of sales when the associated inventory is sold.
Other promotional allowances not specifically related to volume of purchases or sales, such as advertising and in-store product placement are recognized ratably as a reduction to cost of sales over the performance period as the product promotion or placement is completed.
Given the significance of vendor allowances to the financial statements and volume and diversity of the individual vendor agreements, auditing vendor allowances was complex and subjective due to the extent of effort required to evaluate whether the vendor allowances were recorded in accordance with the terms of the vendor agreements and that the allowances deferred as an offset to inventory were complete and accurate.
[Table of Contents](#TOC)
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to evaluating whether the vendor allowances were recorded in accordance with the terms of the vendor agreements and the completeness and accuracy of deferred vendor allowances included the following, among others:
We tested the effectiveness of controls over the recording of vendor allowances, including management's controls over the establishment of vendor arrangements, the calculation of vendor allowances earned, and the determination of the deferred vendor allowances recorded as a reduction to inventory.
We selected a sample of vendor allowances recorded as a reduction of cost of sales and (1) recalculated the amount recognized using the terms of the vendor agreement; (2) for certain arrangements, confirmed the terms of the agreement directly with the vendor; and (3) evaluated, based on the terms of the agreement, if the amount should be deferred and recorded as a reduction of merchandise inventory.
Where confirmation responses from vendors were not received, we completed alternative procedures such as agreement to underlying contractual arrangements, tested the settlement of the arrangement and held discussions with a sample of Company buyers to understand the terms of the agreement.
We tested the amount of deferred vendor allowances recorded as a reduction to inventory by developing an expectation for the amount based on the historical amounts recorded as a percentage of vendor allowances earned and comparing our expectation to the amount recorded by management.
Goodwill — Best Buy Health Reporting Unit — Refer to Note 1 to the financial statements
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.
The goodwill balance was $984 million as of February 1, 2020, of which $541 million was related to the Best Buy Health reporting unit.
The Company uses the discounted cash flow model to estimate the fair value of the Best Buy Health reporting unit, which requires management to make subjective estimates and assumptions related to forecasts of future revenues.
Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.
Given the significant judgments made by management to estimate the fair value of the Best Buy Health reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future revenue of the Best Buy Health reporting unit, specifically for new products and services, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to the forecasts of future revenue used by management to estimate the fair value of the Best Buy Health reporting unit included the following, among others:
We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Best Buy Health reporting unit, such as controls related to management’s forecasts of future revenue.
We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s historical forecasts.
We evaluated the reasonableness of management’s revenue forecasts for the new products and services by comparing the forecasts to: (1) the Company’s historical revenue growth rates, including for similar existing products and services; (2) internal communications to management and the board of directors; (3) underlying source documents, when available, such as customer contracts; (4) underlying analyses detailing business strategies and growth plans; (5) forward-looking revenue expectations in external communications made by management to analysts and investors; and (6) industry reports containing analyses of the Company and its peers utilizing the assistance of our fair value specialists.
We inquired of operating and sales management teams to determine whether the judgments and assumptions used in the future revenue projections were consistent with the strategy and long- range plans for the Best Buy Health reporting unit.
[Table of Contents](#TOC)
[Table of Contents](#TOC)
| Net property and equipment | | 2,328 | | | | 2,510 | |
| Operating lease assets | | 2,709 | | | | \- | |
| Current portion of operating lease liabilities | | 660 | | | | \- | |
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Based on our assessment, we have concluded that our internal control over financial reporting was effective as of February 2, 2019.
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March 28, 2019
March 28, 2019
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| Cost of goods sold | 32,918 | | | | 32,275 | | | | 29,963 | | |
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| Continuing operations | $ | 5.30 | | | $ | 3.33 | | | $ | 3.79 | |
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| Continuing operations | $ | 5.20 | | | $ | 3.26 | | | $ | 3.74 | |
| Discontinued operations | — | | | | — | | | | 0.07 | | |
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| Balances at January 30, 2016 | 324 | | | $ | 32 | | | $ | (55 | ) | | $ | — | | | $ | 4,130 | | | $ | 271 | | | $ | 4,378 | |
| Settlement of accelerated share repurchase | — | | | — | | | | 55 | | | | — | | | | — | | | | — | | | | 55 | | |
| Tax benefits from stock options exercised, restricted stock vesting and employee stock purchase plan | — | | | — | | | | — | | | | 17 | | | | — | | | | — | | | | 17 | | |
| Foreign currency translation adjustments | — | | | — | | | | — | | | | — | | | | — | | | | (20 | | ) | | (20 | | ) |
An excerpt. Shown here: 40 of 714 rewritten, 40 of 355 added and 40 of 566 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures.
9 rewritten, 1 added, 1 removed, 3 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of February [removed: 2, 2019.][added: 1, 2020.]
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February [removed: 2, 2019,] [added: 1, 2020,] our disclosure controls and procedures were effective.
[removed: Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]
Management's report on our internal control over financial reporting is included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K.
[removed: Attestation] [added: Attestation] Report of the Independent Registered Public Accounting [removed: Firm][added: Firm]
The attestation report of Deloitte & Touche LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included in Item 8, [removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*,] of this Annual Report on Form 10-K.
[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]
There were no [removed: other] changes in internal control over financial reporting during the fiscal fourth quarter ended February [removed: 2, 2019,] [added: 1, 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[Table of Contents](#TOC)
During fiscal 2019, we assessed and modified our internal controls in order to facilitate our adoption of the new lease accounting standard on February 3, 2019.
Item 9B. Other Information.
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: PART III][added: PART III]
Item 10. Directors, Executive Officers and Corporate Governance.
3 rewritten, 1 added, 13 removed, 2 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Code] [added: Code] of [removed: Ethics][added: Ethics]
Our Code of Business Ethics is available on our website, [removed: www.investors.bestbuy.com.][added: *www.investors.bestbuy.com*.]
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Business Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information within two business days of any such amendment or waiver on our website, [removed: www.investors.bestbuy.com.][added: *www.investors.bestbuy.com*.]
The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2020 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2020.
Directors
The information provided under the caption "Director Nominees" in the Proxy Statement is incorporated herein by reference.
Executive Officers
Information regarding our executive officers is furnished in a separate item captioned "Executive Officers of the Registrant" included in Part I of this Annual Report on Form 10-K.
Certain Relationships and Related Party Transactions
The nature of certain relationships and related party transactions between any director, executive officer or person nominated to become a director is stated under the captions "Director Nominees" and "Certain Relationships and Related Party Transactions" in the Proxy Statement and is incorporated herein by reference.
Audit Committee Financial Expert and Identification of the Audit Committee
The information provided under the caption "Audit Committee Report" in the Proxy Statement, regarding the Audit Committee financial experts and the identification of the Audit Committee members, is incorporated herein by reference.
Director Nomination Process
The information provided under the caption "Director Nomination Process" in the Proxy Statement is incorporated herein by reference.
There have been no material changes to the procedures by which shareholders may recommend nominees to our Board.
Compliance with Section 16(a) of the Exchange Act
The information provided under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation.
0 rewritten, 1 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2020 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2020.
The information set forth under the caption "Executive and Director Compensation" in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
7 rewritten, 6 added, 11 removed, 0 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]
[removed: The following table provides information] [added: Information] about our common stock that may be issued under our equity compensation plans as of February [removed: 2, 2019:][added: 1, 2020, was as follows:]
| [removed: Plan Category] [added: Plan Category] | [removed: Securities] [added: Securities] to Be Issued Upon Exercise of Outstanding Options and [removed: Rights(1) (a)] [added: Rights(1)] | | [removed: Weighted] [added: | Weighted] Average Exercise Price per Share of Outstanding Options and [removed: Rights(2) (b)] [added: Rights(2)] | | | | [removed: Securities] [added: Securities] Available for Future Issuance Under Equity Compensation [removed: Plans (Excluding Securities Reflected in Column (a))(3) (c)] [added: Plans(3)] | |
[removed: | (1) | Includes] [added: (1)Includes] grants of stock options and restricted stock units (which may be market-based, performance-based or time-based) awarded under our 2004 Omnibus Stock and Incentive Plan, as amended, and our 2014 Omnibus Incentive Plan. [removed: |]
[removed: | (2) | Includes] [added: (2)Includes] weighted-average exercise price of outstanding stock options only. [removed: |]
[removed: | (3) |] Includes [removed: 3,881,751] [added: 3,750,565] shares of our common stock which have been reserved for issuance under our 2008 and 2003 Employee Stock Purchase Plans. [removed: |]
[removed: Security] [added: Security] Ownership of Certain Beneficial Owners and [removed: Management][added: Management]
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| Equity compensation plans approved by security holders | 4,360,967 | | | $ | 54.38 | | | 13,126,195 | |
(3)Excludes securities to be issued upon exercise of outstanding options and rights.
The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2020 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2020.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| Equity compensation plans approved by security holders | 5,477,727 | | $ | 33.47 | | | 19,088,197 | |
| | |
| --- | --- |
| | |
| --- | --- |
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| --- | --- |
The information provided under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
0 rewritten, 2 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2020 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2020.
[Table of Contents](#TOC)
The information provided under the captions "Director Independence," "Director Nominees" and "Certain Relationships and Related Party Transactions" in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
1 rewritten, 1 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: PART IV][added: PART IV]
The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2020 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2020.
The information provided under the caption "Ratification of Appointment of our Independent Registered Public Accounting Firm — Principal Accountant Services and Fees" in the Proxy Statement is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules.
42 rewritten, 16 added, 18 removed, 6 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: |] (a) [removed: |] The following documents are filed as part of this report: [removed: |]
[removed: | 1. |] Financial Statements: [removed: |]
[removed: | 2. |] Supplementary Financial Statement Schedules: [removed: |]
[removed: | 3. |] Exhibits: [removed: |]
| [removed: Exhibit] | | | | [removed: Incorporated] [added: | | | | Incorporated] by [removed: Reference] [added: Reference] | | | | | | | [removed: Filed] | [added: | | | | | | |]
| [removed: No.] [added: Exhibit No.] | | [removed: Exhibit Description] | | [removed: Form] [added: Exhibit Description] | | [removed: Exhibit] | | [added: Form] | [removed: Filing Date] | | [removed: Herewith] | [added: Exhibit | | | | Filing Date | | | | Filed Herewith | | |]
| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/764478/000076447813000021/exhibit2143013.htm)] | [added: [2.1](https://www.sec.gov/Archives/edgar/data/764478/000076447813000021/exhibit2143013.htm)] | [added: | | |] [Implementation Agreement, dated April 29, 2013, by and among Best Buy Co., Inc. , Best Buy UK Holdings LP, Best Buy Distributions Limited, New BBED Limited and Carphone Warehouse Group, [removed: plc](http://www.sec.gov/Archives/edgar/data/764478/000076447813000021/exhibit2143013.htm)] [added: plc](https://www.sec.gov/Archives/edgar/data/764478/000076447813000021/exhibit2143013.htm)] | | [added: | |] 8-K | | [added: | |] 2.1 | | | [added: |] 4/30/2013 | | | [added: | | |]
| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/764478/000104746909005458/a2192787zdef14a.htm)] | [added: [3.1](https://www.sec.gov/Archives/edgar/data/764478/000104746909005458/a2192787zdef14a.htm)] | [added: | | |] [Amended and Restated Articles of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/764478/000104746909005458/a2192787zdef14a.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/764478/000104746909005458/a2192787zdef14a.htm)] | | [added: | |] DEF 14A | | [added: | |] n/a | | | [added: |] 5/12/2009 | | | [added: | | |]
| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] | [added: [3.2](https://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] | [added: | | |] [Amended and Restated [removed: By-Laws](http://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] [added: By-Laws](https://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] | | [added: | |] 8-K | | [added: | |] 3.1 | | | [added: |] 6/14/2018 | | | [added: | | |]
| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm)] | [added: [4.1](https://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm)] | [added: | | |] [Form of Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor [removed: trustee](http://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm)] | | [added: | |] S-3ASR | | [added: | |] 4.1 | | | [added: |] 3/8/2011 | | | [added: | | |]
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] | [added: [4.2](https://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] | [added: | | |] [Form of First Supplemental Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor [removed: trustee](http://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] | | [added: | |] 8-K | | [added: | |] 4.2 | | | [added: |] 3/11/2011 | | | [added: | | |]
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] | [added: [4.3](https://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] | [added: | | |] [Second Supplement Indenture, dated as of July 16, 2013, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor [removed: trustee](http://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] | | [added: | |] 8-K | | [added: | |] 4.1 | | | [added: |] 7/16/2013 | | | [added: | | |]
| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | [added: [4.4](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | [added: | | |] [Third Supplemental Indenture, dated as of September 27, 2018, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as [removed: successor](http://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] [added: successor](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | | [added: | |] 8-K | | [added: | |] 4.1 | | | [added: |] 9/27/2018 | | | [added: | | |]
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] | [added: [10.1](https://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] | [added: | | |] [Five-Year Credit Agreement dated as of April 17, 2018, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] | | [added: | |] 8-K | | [added: | |] 10.1 | | | [added: |] 4/20/2018 | | | [added: | | |]
| [removed: [*10.2](http://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] | [added: [*10.2](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] | [added: | | |] [Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] | | [added: | |] S-8 | | [added: | |] 99 | | | [added: |] 7/15/2011 | | | [added: | | |]
| [removed: [*10.3](http://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] | [added: [*10.3](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] | [added: | | |] [2010 Long-Term Incentive Program Award Agreement, as approved by the Board of [removed: Directors](http://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] | | [added: | |] 10-K | | [added: | |] 10.7 | | | [added: |] 4/28/2010 | | | [added: | | |]
| [removed: [*10.4](http://www.sec.gov/Archives/edgar/data/764478/000076447812000093/bby8412ex103.htm)] | [added: [*10.4](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] | [added: | | |] [Form of Long-Term Incentive Program Buy-Out Award Agreement dated September 4, 2012, between Hubert Joly and Best Buy Co., [removed: Inc.](http://www.sec.gov/Archives/edgar/data/764478/000076447812000093/bby8412ex103.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] | | [added: | |] 10-Q | | [added: | |] 10.3 | | | [added: |] 9/6/2012 | | | [added: | | |]
| [removed: [*10.5](http://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] | [added: [*10.5](https://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] | [added: | | |] [Employment Agreement, dated August 19, 2012, between Hubert Joly and Best Buy Co., [removed: Inc.](http://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] | | [added: | |] 8-K | | [added: | |] 10.1 | | | [added: |] 8/21/2012 | | | [added: | | |]
| [removed: [*10.6](http://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] | [added: [*10.6](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] | [added: | | |] [Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. [removed: Schulze](http://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] [added: Schulze](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] | | [added: | |] 8-K | | [added: | |] 99.2 | | | [added: |] 3/25/2013 | | | [added: | | |]
| [removed: [*10.7](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] | [added: [*10.7](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] | [added: | | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program [removed: Award](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] | | [added: | |] 10-K | | [added: | |] 10.19 | | | [added: |] 3/28/2014 | | | [added: | | |]
| [removed: [*10.8](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] | [added: [*10.8](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] | [added: | | |] [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] | | [added: | |] 10-K | | [added: | |] 10.20 | | | [added: |] 3/28/2014 | | | [added: | | |]
| [removed: [*10.9](http://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | [added: [*10.9](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement [removed: (2014)](http://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] [added: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 12/5/2014 | | | [added: | | |]
| [removed: [*10.10](http://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] | [added: [*10.10](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] | | [added: | |] [Best Buy Co., Inc. 2014 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] | | [added: | |] S-8 | | [added: | |] 99 | | | [added: |] 6/27/2014 | | | [added: | | |]
| [removed: [*10.11](http://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] | [added: [*10.11](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement [removed: (2014)](http://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] [added: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 9/10/2014 | | | [added: | | |]
| [removed: [*10.12](http://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] | [added: [*10.12](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] | | [added: | |] [Best Buy Sixth Amended and Restated Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] | | [added: | |] 10-K | | [added: | |] 10.19 | | | [added: |] 3/31/2015 | | | [added: | | |]
| [removed: [*10.13](http://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] | [added: [*10.13](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors [removed: (2015)](http://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] [added: (2015)](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 9/4/2015 | | | [added: | | |]
| [removed: [*10.14](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | [added: [*10.14](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement [removed: (2016)](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] [added: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 6/9/2016 | | | [added: | | |]
| [removed: [*10.15](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] | [added: [*10.15](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors [removed: (2016)](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] [added: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] | | [added: | |] 10-Q | | [added: | |] 10.2 | | | [added: |] 6/9/2016 | | | [added: | | |]
| [removed: [*10.16](http://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | [added: [*10.16](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted [removed: Shares](http://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] [added: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 6/5/2017 | | | [added: | | |]
| [removed: [*10.17](http://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] | [added: [*10.17](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted Stock [removed: Units](http://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] [added: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] | | [added: | |] 10-Q | | [added: | |] 10.2 | | | [added: |] 6/5/2017 | | | [added: | | |]
| [removed: [*10.18](http://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] | [added: [*10.18](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] | | [added: | |] [Best Buy Co., Inc. Amended & Restated 2014 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] | | [added: | |] S-8 | | [added: | |] 99 | | | [added: |] 6/21/2017 | | | [added: | | |]
| [removed: [*10.19](http://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] | [added: [*10.19](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for U.S. Directors [removed: (2017)](http://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] [added: (2017)](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] | | [added: | |] 10-Q | | [added: | |] 10.2 | | | [added: |] 9/5/2017 | | | [added: | | |]
| [removed: [*10.20](http://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm)] | [added: [*10.20](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) - Restricted [removed: Shares](http://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm)] [added: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 6/8/2018 | | | [added: | | |]
| [removed: [*10.21](http://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] | [added: [*10.21](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) - Restricted Stock [removed: Units](http://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] [added: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] | | [added: | |] 10-Q | | [added: | |] 10.2 | | | [added: |] 6/8/2018 | | | [added: | | |]
| [removed: [*10.22](http://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] | [added: [*10.22](https://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] | | [added: | |] [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) - [removed: Directors](http://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] | | [added: | |] 10-Q | | [added: | |] 10.1 | | | [added: |] 9/10/2018 | | | [added: | | |]
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex211.htm)] | [added: [21.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex21_1.htm)] | | [added: | |] [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex21_1.htm)] | | | | | | | | | [added: | | | | | | |] X | [added: |]
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex231.htm)] | [added: [23.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex23_1.htm)] | | [added: | |] [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex23_1.htm)] | | | | | | | | | [added: | | | | | | |] X | [added: |]
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex311.htm)] | [added: [31.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex31_1.htm)] | | [added: | |] [Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex31_1.htm)] | | | | | | | | | [added: | | | | | | |] X | [added: |]
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex312.htm)] | [added: [31.2](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex31_2.htm)] | | [added: | |] [Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex31_2.htm)] | | | | | | | | | [added: | | | | | | |] X | [added: |]
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex321.htm)] | [added: [32.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex32_1.htm)] | | [added: | |] [Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447819000009/bby-2019ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex32_1.htm)] | | | | | | | | | [added: | | | | | | |] X | [added: |]
1.
2.
Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto.
3.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | [4.5](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex4_5.htm) | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201xex4_5.htm) | | | | | | | | | | | | | | | | X | |
[Table of Contents](#TOC)
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | [*10.23](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_1.htm) | | | | [Employment Agreement, dated April 13, 2019, between Hubert Joly and Best Buy Co., Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_1.htm) | | | | 8-K | | | | 10.1 | | | | 4/15/2019 | | | | | |
| | [*10.24](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_2.htm) | | | | [Employment Agreement, dated April 13, 2019, between Corie Barry and Best Buy Co., Inc](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_2.htm). | | | | 8-K | | | | 10.2 | | | | 4/15/2019 | | | | | |
| | [*10.25](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_1.htm) | | | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_1.htm) | | | | 10-Q | | | | 10.1 | | | | 6/7/2019 | | | | | |
| | [*10.25](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_2.htm) | | | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_2.htm) | | | | 10-Q | | | | 10.2 | | | | 6/7/2019 | | | | | |
| | [*10.26](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_1.htm) | | | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_1.htm) | | | | 10-Q | | | | 10.1 | | | | 9/6/2019 | | | | | |
| | [*10.27](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_2.htm) | | | | [Best Buy Co., Inc. Long-Term Incentive Program Award Agreement dated June 11, 2019 between R. Mike Mohan and Best Buy Co., Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_2.htm) | | | | 10-Q | | | | 10.2 | | | | 9/6/2019 | | | | | |
| | 104 | | | | The cover page from our Annual Report on Form 10-K for fiscal 2020, filed with the SEC on March 23, 2020, formatted in iXBRL (included as Exhibit 101). | | | | | | | | | | | | | | | | | |
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| --- | --- |
Schedule II — Valuation and Qualifying Accounts
Other schedules have not been included because they are not applicable or because the information is included elsewhere in this report.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Exhibit | | | | | Incorporated by Reference | | | | | | | Filed |
| No. | | | Exhibit Description | | Form | | Exhibit | | | Filing Date | | Herewith |
An excerpt. Shown here: 40 of 42 rewritten, all 16 added and all 18 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules. in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary.
21 rewritten, 9 added, 19 removed, 34 unchanged
Read the full itemFY2020 item · filed March 23, 2020FY2019 item · filed March 28, 2019
[removed: SIGNATURES][added: SIGNATURES]
| [added: |] Best Buy Co., Inc. [removed: (Registrant)] | | [removed: |]
| [removed: By: | | /s/] Hubert Joly | [added: | | | |]
| [removed: | |] [added: /s/] Hubert Joly [removed: Chairman and Chief] [added: | |] Executive [removed: Officer] [added: Chairman] | [added: | March 23, 2020 |]
| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |
| [removed: Hubert Joly] [added: Corie Barry] | | [removed: (principal] [added: *(principal] executive [removed: officer)] [added: officer)*] | | |
| /s/ Corie Barry | | Chief [removed: Financial] [added: Executive] Officer | | March [removed: 28, 2019] [added: 23, 2020] |
| [removed: Corie Barry] [added: Matthew Bilunas] | | [removed: (principal] [added: *(principal] financial [removed: officer)] [added: officer)*] | | |
| /s/ Mathew R. Watson | | Senior Vice President, Controller and Chief Accounting Officer | | March [removed: 28, 2019] [added: 23, 2020] |
| Mathew R. Watson | | [removed: (principal] [added: *(principal] accounting [removed: officer)] [added: officer)*] | | |
| /s/ Lisa M. Caputo | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ J. Patrick Doyle | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Russell P. Fradin | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Kathy J. Higgins Victor | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ David W. Kenny | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Karen A. [removed: McLoughlin] [added: Mcloughlin] | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Thomas L. Millner | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Claudia F. Munce | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Richelle P. Parham | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Cindy R. Kent | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
| /s/ Eugene A. Woods | | Director | | March [removed: 28, 2019] [added: 23, 2020] |
[Table of Contents](#TOC)
| | (Registrant) | |
| | By: | /s/ Corie Barry |
| | | Corie Barry |
| | | Chief Executive Officer |
| /s/ Matthew Bilunas | | Chief Financial Officer | | March 23, 2020 |
| | | | | |
| | | | | |
| | | | | |
| | | March 28, 2019 |
| /s/ Hubert Joly | | Chairman and Chief Executive Officer | | March 28, 2019 |
Schedule II
Valuation and Qualifying Accounts
$ in millions
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| | Balance at Beginning of Period | | | | Charged to Expenses or Other Accounts | | | | Other(1) | | | | Balance at End of Period | | |
| Year ended February 2, 2019 | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | $ | 37 | | | $ | 33 | | | $ | (47 | ) | | $ | 23 | |
| Year ended February 3, 2018 | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | $ | 52 | | | $ | 29 | | | $ | (44 | ) | | $ | 37 | |
| Year ended January 28, 2017 | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | $ | 49 | | | $ | 44 | | | $ | (41 | ) | | $ | 52 | |
| | |
| --- | --- |
| (1) | Includes bad debt write-offs, recoveries and the effect of foreign currency fluctuations. |
