Best Buy (BBY) 10-K risk factor changes: FY2022 vs FY2021

Each of the following risk factors should [removed: carefully] be [added: carefully] considered in conjunction with other information provided in this Annual Report on Form 10-K and in our other public disclosures.

The [added: ongoing] COVID-19 pandemic has subjected our business, operations and financial condition to a number of risks, and those risks may intensify or last for an extended period of [removed: time.][added: time.]

Risks Related to Sales and Customer Demand: At various times [removed: during fiscal 2021,] [added: throughout] the [added: ongoing COVID-19 pandemic, the] pandemic and the operational changes we have made have resulted in significant reductions in customer visits to, and spending at, our stores.

The extent to which the pandemic continues to impact our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration [added: and scope] of the [removed: pandemic;] [added: pandemic and its resurgences;] the extent of the impact on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates, consumer discretionary spending and consumer confidence; actions governments take, including governments’ positions towards monetary and/or fiscal policy, including potential stimulus or the timing and nature of loosening of restrictions imposed in response to the pandemic and its resurgence; [added: interruptions and other supply chain issues;] actions businesses and individuals take in their ongoing responses to the pandemic; and our ability to successfully navigate those impacts.

The pandemic [removed: has,] [added: has negatively impacted,] and may continue [removed: to,] [added: to] negatively [removed: impact] [added: impact,] our products and services that historically have been more likely to be purchased in a physical store than online.

Risks Related to Operations: The pandemic [removed: has] forced us to make a number of operational changes.

Although we continue to offer a contactless, curbside model for those who prefer to shop that way, we could be required to return to a curbside-only model or close stores due to the current or future resurgence of the [removed: pandemic.][added: pandemic (including the potential emergence of new and more transmissible variants, such as the Delta and Omicron variants).]

Failure to maintain the recommended or required safety standards as defined by the [removed: Centers for Disease Control] [added: CDC, federal] and [removed: Prevention] [added: state Occupational Safety] and [added: Health agencies and] local governments could also result in an increased risk of regulatory action or civil litigation.

The ability of our employees to work may [added: continue to] be significantly impacted by individuals contracting or being exposed to [added: COVID-19 and its resurgences and by the availability and efficacy of vaccinations, particularly against new variants of] COVID-19.

Also, if [removed: we do not respond appropriately to the pandemic, or if] [added: our] customers [added: and employees] do not perceive our response to be [added: appropriate or] 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.

Additionally, while we have continued to prioritize the health and safety of our employees and customers as we continue to operate during the pandemic, we [added: may] face an increased risk of litigation related to our operating environments.

Risks Related to Profitability: To the extent [removed: COVID-19] [added: the pandemic] continues to cause fundamental shifts in the channels in which customers choose to engage us, our profitability [removed: and our profitability rate] may be adversely impacted.

We also [removed: do not offer or have limited digital and] [added: tend to see lower] online [removed: offerings] [added: revenue] for certain [removed: products and services] [added: service offerings] that have higher profitability rates.

To the extent we are not able to maintain or increase the level of customer traffic in our stores or maintain or enable a more profitable mix of sales in our digital and online channels, our profitability [removed: and profitability rates] may be materially negatively impacted.

We have also incurred [removed: additional] costs due to the operational changes we have made in response to the pandemic, and these costs have adversely impacted our profitability.

As a result of disruptions to our supply chain, primarily due to mandatory shutdowns in locations where our products are [removed: manufactured,] [added: manufactured and domestic labor shortages impacting the ports, our distribution centers and our product delivery services,] we are experiencing, and may continue to experience, increased costs for shipping and transportation resources.

Even after the [removed: COVID-19] pandemic subsides, we could experience a longer-term impact on our costs, for example, the need for enhanced health and hygiene [added: and testing] requirements [removed: in one or more regions in attempts] to counteract [added: the risk of] future outbreaks.

In the event of [added: continued] decreased store traffic, certain of our stores may not generate revenue sufficient to meet operating expenses, which could adversely affect the value of our owned and leased properties, potentially requiring us to record more significant non-cash impairment charges in future periods.

Risks Related to Our Debt and Global Financing Markets: [removed: Although we repaid in full the amounts we had borrowed under our revolving credit facility during fiscal 2021, we] [added: We] may find it necessary to increase our cash position and our [removed: short-term] debt in the future in response to further resurgences of COVID-19.

In the event we are required to raise capital, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects, our credit [removed: ratings,] [added: ratings] and our business and industry outlook.

There is no guarantee that debt or equity financings will be available in the future to fund our [removed: obligations,] [added: obligations] or will be available on terms consistent with our expectations.

Real GDP growth, consumer confidence, the COVID-19 pandemic, [removed: inflation,] [added: inflation (including wage inflation),] employment [removed: levels,] [added: levels (including as a result of an increasingly tight job market),] oil prices, interest rates, tax rates, availability of consumer financing, housing market conditions, foreign currency exchange rate fluctuations, costs for items such as fuel and food and other macroeconomic trends can adversely affect consumer demand for the products and services that we offer.

Such events may [added: consist of, or] be caused by, for example:

- natural disasters or extreme weather [removed: events;][added: events, including those related to climate change;]

Such events can adversely affect our [removed: work force] [added: workforce] and prevent employees and customers from reaching our stores and [removed: properties and can disrupt or disable portions of our supply chain and distribution network.][added: properties.]

[removed: They] [added: Finally, such events] can also affect our information technology systems, resulting in disruption to various aspects of our operations, including our ability to transact with customers and fulfill orders.

Further, external social activism, tension and violence resulting from external events impacting social justice and inequality, and our [removed: position and] response to them, may adversely affect our employees, customers, properties and the communities in which we operate.

This manifests itself in a variety of ways: the emergence of new products and categories, [added: the often] rapid maturation of categories, cannibalization of categories, [removed: declining] [added: changing] price points and product replacement and upgrade cycles.

Our strategy of offering high-quality services and assistance for our customers requires a [removed: highly trained] [added: highly-trained] and engaged workforce.

The turnover rate in the retail sector is relatively high and [added: has increased during the pandemic, and] there is an ongoing need to recruit and train new employees.

[removed: Our increase in the starting hourly wage for all domestic employees implemented in fiscal 2021, as well as] [added: We may also be subject to] continued market pressure to increase employee hourly wage [removed: rates,] [added: rates and] increased cost pressure on employer-provided benefits.

Our [removed: ability] [added: need] to implement corresponding adjustments within our labor model and compensation and benefit packages could have a material adverse impact to the profitability of our business.

Our strategy to expand into new products, [removed: services and] [added: services, health and] technologies brings new business, financial and regulatory risks.

These offerings may present new and difficult technology [added: and regulatory] challenges, and we may be subject to claims if customers of these offerings experience service disruptions, failures or other issues.

[removed: In addition, the] [added: The] services and systems used [added: in certain instances subject us to privacy and information security requirements, such as the Health Insurance Portability and Accountability Act, and] could expose us to customer data privacy and information security risks, as well as business or system interruption risks.

These and other related issues could have a material adverse impact on our financial [removed: results.][added: results and reputation.]

Our focus on services [removed: as a strategic priority] exposes us to certain risks that could have a material adverse impact on our revenue and [removed: profitability] [added: profitability,] as well as our reputation.

In fiscal [removed: 2021] [added: 2022,] our 20 largest suppliers accounted for approximately [removed: 80%] [added: 79%] of the merchandise we purchased, with five suppliers [removed: -] [added: –] Apple, Samsung, [removed: Hewlett-Packard,] [added: HP,] LG and Sony - representing approximately [removed: 57%] [added: 56%] of total merchandise purchased.

- failure to [added: attract,] motivate and retain key employees of the new venture;

- failure to maintain appropriate internal [removed: control] [added: controls] over financial reporting;

Future pandemics may also introduce similar risks.

During the pandemic, consumer spending on consumer electronics has generally been higher than pre-pandemic levels.

The pandemic may also cause increased cybersecurity risk, as cybercriminals attempt to capitalize from the disruption, including remote working arrangements.

Facility costs such as rent, depreciation and property taxes are largely fixed, regardless of whether we are able to keep our stores open, and our online mix of products and services generally produces lower gross profit rates than in-store sales.

In addition to general levels of inflation, we are also subject to risks of specific inflationary pressures on product prices due to, for example, high consumer demand, component shortages and supply chain disruption.

We may be unable to increase our prices sufficiently to offset these pressures.

For example, the ultimate impact of the conflict in Ukraine on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, consumer confidence and demand for our products and services.

Russia is a significant global producer of both fuel and raw materials used in certain of the products we sell, including nickel, aluminum and copper.

Disruptions in the markets for those inputs or other inputs produced by Russia, whether due to sanctions, market pressure not to purchase inputs from Russia or otherwise, could increase overall material costs for many of the products we sell.

We cannot predict the extent or duration of sanctions in response to the conflict in Ukraine, nor can we predict the effects of legislative or other governmental actions or regulatory scrutiny of Russia, its allies or other countries with which Russia has significant trade or financial ties, including China.

The conflict in Ukraine may also exacerbate geopolitical tensions globally.

Similarly, further deterioration of relations between Taiwan and China, the resulting actions taken, the response of the international community and other factors affecting trade with China or political or economic conditions in Taiwan could disrupt the manufacturing of products or hardware components in the region, such as semiconductors and television panels sourced from Taiwan or the broader array of products sourced from China.

One or more of these factors could have a material adverse effect on our supply chain, the cost of our products or our revenues and financial results.

They can also disrupt or disable portions of our supply chain, distribution network and third-party business operations that may impact our ability to procure goods or services required for business operations at the quantities and levels we require.

Three of our largest states by total sales are California, Texas and Florida, areas where natural disasters and extreme weather conditions have been, and could continue to be, more prevalent.

Natural disasters and climate-related events in those states and other areas where our sales and operations are concentrated could result in significant physical damage to or closure of our stores, distribution centers or other facilities.

Also, if our customers and employees do not perceive our response to be appropriate or 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.

The healthcare space in which we operate is highly regulated from a product safety and quality perspective, and its services and products, including parts or materials from suppliers, are subject to regulation by various government and regulatory agencies, including the U.S. Food and Drug Administration (“FDA”).

In the European Union, a Medical Device Regulation was published in 2017 that will impose significant additional pre-market and post-market requirements on some of our offerings.

With our focus on healthcare, new products and services may frequently require regulatory approvals for market introduction.

The number and diversity of regulatory bodies add complexity and may negatively impact time to market and implementation costs.

Non-compliance with conditions imposed by regulatory authorities could result in product recalls, a temporary ban on products, stoppages at production facilities, remediation costs, fines or claims for damages.

Product safety incidents or user concerns could trigger business reviews by the FDA or other regulatory agencies, which, if failed, could trigger these impacts.

In addition, the ongoing digitalization of Best Buy Health’s products and services, including our holding of personal health data and medical data, increases the importance of compliance with data privacy and similar laws.

Given our acquisition of Current Health Ltd., a care-at-home technology platform, we also are subject to the UK General Data Protection Regulation (“GDPR”) and other newly applicable regulatory frameworks.

- increased pressure on margins as we roll out our Totaltech membership offering, which includes incremental customer benefits, and associated costs, compared to our previous Total Tech Support offer, and the risk that increased volumes will not fully compensate for lower margins, or for loss of revenue and profit from revenue streams that are now included as benefits;

- use of third-party services that do not meet our standards or comply with applicable labor and independent contractor regulations, leading to potential reputational damage and liability risk;

Most of our properties are leased under multi-year contracts.

- our ability to adjust store operating models to adapt to these changing patterns, as we have done with our curbside pick-up and ship-from-store models;

- global supply-chain impacts that could hinder our vendors’ ability to meet our demand for product volumes and timing;

- increased levels of inventory loss due to organized crime, theft or damage;

- risk to our employees and customers arising from burglary or robbery from our stores or other facilities;

While we have adopted, and continue to enhance, business continuity and disaster recovery plans and strategies, there is no guarantee that such plans and strategies will be effective, which could interrupt the functionality of our information technology systems or those of third parties.

As we continue to migrate more systems to the cloud, we may face additional risks that may compromise our security or disrupt our business capabilities, including ensuring the proper configuration, the unknowns of operating more workloads in the cloud, securing systems in the cloud and the types of cloud-based services we leverage.

Concern over climate change may result in new or additional legal, legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, compliance, transportation and utility cost increases.

Our own climate change-oriented initiatives, such as our attempts to increase energy efficiency during store construction and remodeling, could also increase our costs.

In addition, changes to the environment, both long-term and short-term, may affect consumer shopping behavior in a way that negatively impacts our revenue, revenue mix and profitability.

We operate retail locations in Canada.

All of our former stores in Mexico were closed as of the end of the first quarter of fiscal 2022.

COVID-19 has caused consumers to allocate a higher share of wallet to consumer electronics.

For example, at various times in fiscal 2021, we continued to pay rent for a number of physical stores that were closed and not generating sales (and we may need to do so again in the future), our online mix of products and services generally produces lower gross profit rates than in-store sales, and we offer some products and services that historically are more likely to be purchased in a physical store than online.

Future outbreaks, epidemics and/or pandemics could adversely impact our operating results.

The risk of or actual occurrence of national, international or global outbreaks, epidemics, and/or pandemics, could have a material adverse impact on our business, including but not limited to, our sales and customer demand, operations and supply chain, financial results, capital financing or other financing activities and all other stated risks identified in these risk factors.

For example, as our value proposition evolves to support the healthcare industry with technology, we are subject to privacy and information security rules, such as the Health Insurance Portability and Accountability Act, and/or subject to increased potential liability risk.

In fiscal 2021 we continued to invest in our health strategy and our underlying purpose to enrich lives through technology.

The new health-related services offered might expose us to liability risk resulting from failures in the fulfillment of these services.

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 adverse 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.

The COVID-19 pandemic has further demonstrated the necessity for transformation, and as a result, has increased pressure on the timeline of these activities.

The increased pressure to transform quickly and accelerate the implementation of the strategy could have an adverse impact on the overall implementation performance of these objectives and our long-term growth and profitability. As an example, we have seen that our online mix of products and services generally produces lower profit margins than in-store sales.

Therefore, the continued transformation to a more digitally-driven business after COVID-19 could put sustained pressure on our costs and profitability.

Most of our properties are leased, of which some are subject to long-term leases.

- damages or other loss to products;

We operate retail locations in Canada, and during the third quarter of fiscal 2021, we made the decision to exit our operations in Mexico.

- risks we may encounter in exiting our operations in Mexico.

In addition, during fiscal 2021, we extended the holiday shopping season starting in mid-October, while closing stores on Thanksgiving Day.

These changes could bring additional unknown risks related to the sales performance of the holiday shopping season.

In addition, we may experience pressure from lower profit-sharing revenue related to our private label and co-branded credit card arrangements, as the economic ramifications of COVID-19 may lead to higher credit card defaults over time, which would have an adverse effect on our profitability.

[Refer to Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations,* in our Form 10-K for the fiscal year ended [removed: February 1, 2020,] [added: January 30, 2021,] for discussion of the results of operations for the year ended [removed: February 1, 2020,] [added: January 30, 2021,] compared to the year ended February [removed: 2, 2019,] [added: 1, 2020,] which is incorporated by reference [removed: herein.](https://www.sec.gov/Archives/edgar/data/764478/000076447820000017/bby-20200201x10k.htm)][added: herein.](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130x10k.htm)]

The Domestic segment is comprised of [removed: the operations, including] our [removed: Best Buy Health business,] [added: operations] in all states, districts and territories of the U.S. [removed: under various] [added: and our Best Buy Health business, and includes the] brand names [removed: including] Best Buy, Best Buy [removed: Business,] [added: Ads,] Best Buy [removed: Express,] [added: Business,] Best Buy Health, CST, [added: Current Health,] Geek Squad, [removed: GreatCall,] Lively, [removed: Magnolia and] [added: Magnolia,] Pacific Kitchen and Home and [added: Yardbird and] the domain names [removed: bestbuy.com] [added: bestbuy.com, currenthealth.com, lively.com] and [removed: greatcall.com.][added: yardbird.com.]

[removed: The] [added: All of our former stores in Mexico were closed as of the end of the first quarter of fiscal 2022, and our] International segment is [added: now] comprised of all operations in Canada [removed: and Mexico] under the brand names Best Buy, Best Buy [removed: Express, Best Buy] Mobile and Geek Squad and the domain [removed: names bestbuy.ca and bestbuy.com.mx.][added: name bestbuy.ca.]

[removed: During the third quarter of] [added: The restructuring charges in] fiscal [removed: 2021 we made the] [added: 2022 related to our] decision to exit [removed: our] operations in Mexico.

Refer to Note [removed: 2,] [added: 3,] *Restructuring*, 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.

Fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019] [added: 2020] included 52 weeks.

A large proportion of our revenue and earnings is generated in the fiscal fourth quarter, which includes the majority of the holiday shopping [removed: season in the U.S., Canada and Mexico.][added: season.]

[removed: Stores] [added: Revenue from stores] closed more than 14 days, including but not limited to relocated, remodeled, expanded and downsized stores, or stores impacted by natural disasters, [removed: are] [added: is] excluded from comparable sales until at least 14 full months after reopening.

[removed: Acquisitions are] [added: Revenue from acquisitions is] included in comparable sales beginning with the first full quarter following the first anniversary of the date of the acquisition.

[removed: Online] [added: Revenue from online] sales [removed: represent those] [added: is included in comparable sales and represents sales] initiated on a website or app, regardless of whether customers choose to pick up product in store, curbside, at an alternative pick-up location or take delivery direct to their homes.

On [removed: 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”).

Consistent with our comparable sales policy, the results of [removed: GreatCall are] [added: CST were] included in our comparable sales calculation beginning in the [removed: fourth] [added: third] quarter of fiscal [removed: 2020,] [added: 2021,] and the results of [removed: CST] [added: Current Health and Yardbird] are [removed: included in] [added: excluded from] our comparable sales calculation [removed: beginning in] [added: until] the [removed: third] [added: first] quarter of fiscal [removed: 2021.][added: 2024.]

This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the [removed: United States ("GAAP"),] [added: U.S. (“GAAP”),] as well as certain adjusted or non-GAAP financial measures, such as constant currency, non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted earnings per share [removed: ("EPS").][added: (“EPS”).]

Generally, our non-GAAP financial measures include adjustments for items such as restructuring charges, goodwill [added: and intangible] impairments, price-fixing settlements, gains and losses on [added: certain] investments, intangible asset amortization, certain acquisition-related costs and the tax effect of all such items.

Business Strategy [removed: and COVID-19] Update

[removed: - Customer] [added: 1.Customer] shopping behavior will be permanently changed in a way that is even more digital and puts customers entirely in control to shop how they want.

Our strategy is to embrace that reality, and [added: to] lead, not follow.

[removed: - Our] [added: 2.Our] workforce will need to evolve in a way that meets the needs of customers while [removed: also providing] [added: we provide] more flexible opportunities for our [removed: people.][added: employees.]

[removed: - Technology] [added: 3.Technology] is [added: a need and is] playing an even more crucial role in [removed: people’s] [added: peoples’] lives, and, as a result, our purpose to enrich lives through technology has never been more important.

| Consolidated Performance Summary | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | |

| Revenue | $ | [removed: 47,262] [added: 51,761] | | | $ | [removed: 43,638] [added: 47,262] | | | $ | [removed: 42,879] [added: 43,638] | |

| Revenue % [removed: increase] [added: change] | | [removed: 8.3] [added: 9.5] | % | | | [removed: 1.8] [added: 8.3] | % | | | [removed: 1.7] [added: 1.8] | % |

| Comparable sales [removed: growth] [added: % change] | | [removed: 9.7] [added: 10.4] | % | | | [removed: 2.1] [added: 9.7] | % | | | [removed: 4.8] [added: 2.1] | % |

| Gross profit | $ | [removed: 10,573] [added: 11,640] | | | $ | [removed: 10,048] [added: 10,573] | | | $ | [removed: 9,961] [added: 10,048] | |

| Gross profit as a % of revenue(1) | | [removed: 22.4] [added: 22.5] | % | | | [removed: 23.0] [added: 22.4] | % | | | [removed: 23.2] [added: 23.0] | % |

| SG&A | $ | [removed: 7,928] [added: 8,635] | | | $ | [removed: 7,998] [added: 7,928] | | | $ | [removed: 8,015] [added: 7,998] | |

| SG&A as a % of revenue(1) | | [removed: 16.8] [added: 16.7] | % | | | [removed: 18.3] [added: 16.8] | % | | | [removed: 18.7] [added: 18.3] | % |

| Restructuring charges | $ | [removed: 254] [added: (34)] | | | $ | [removed: 41] [added: 254] | | | $ | [removed: 46] [added: 41] | |

| Operating income | $ | [removed: 2,391] [added: 3,039] | | | $ | [removed: 2,009] [added: 2,391] | | | $ | [removed: 1,900] [added: 2,009] | |

| Operating income as a % of revenue | | [removed: 5.1] [added: 5.9] | % | | | [removed: 4.6] [added: 5.1] | % | | | [removed: 4.4] [added: 4.6] | % |

| Net earnings | $ | [removed: 1,798] [added: 2,454] | | | $ | [removed: 1,541] [added: 1,798] | | | $ | [removed: 1,464] [added: 1,541] | |

| Diluted earnings per share | $ | [removed: 6.84] [added: 9.84] | | | $ | [removed: 5.75] [added: 6.84] | | | $ | [removed: 5.20] [added: 5.75] | |

In fiscal [removed: 2021] [added: 2022,] we generated [removed: $47.3] [added: $51.8] billion in revenue and our comparable sales increased [removed: 9.7%.][added: 10.4%.]

Our [removed: strong sales] performance resulted in [added: an] operating income rate [removed: expansion] [added: increase] of [removed: 50 basis points] [added: 0.8%] compared to fiscal [removed: 2020.][added: 2021.]

Revenue, [removed: gross profit rate,] SG&A [removed: rate] and operating income rate changes in fiscal [removed: 2021] [added: 2022] were primarily driven by our Domestic segment.

For further discussion of each [removed: segment's] [added: segment’s] rate changes, see *Segment Performance [removed: Summary,*] [added: Summary*,] below.

| Domestic Segment Performance Summary | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | |

| Revenue | $ | [removed: 43,293] [added: 47,830] | | | $ | [removed: 40,114] [added: 43,293] | | | $ | [removed: 39,304] [added: 40,114] | |

| Revenue % [removed: increase] [added: change] | | [removed: 7.9] [added: 10.5] | % | | | [removed: 2.1] [added: 7.9] | % | | | [removed: 1.7] [added: 2.1] | % |

| Comparable sales [removed: growth(1)] [added: % change(1)] | | [removed: 9.2] [added: 11.0] | % | | | [removed: 2.3] [added: 9.2] | % | | | [removed: 4.8] [added: 2.3] | % |

We are driven by our purpose to enrich lives through technology and our vision to personalize and humanize technology solutions for every stage of life.

We accomplish this by leveraging our combination of technology 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.

We have operations in the U.S. and Canada.

On November 2, 2021, we acquired all outstanding shares of Current Health Ltd. (“Current Health”).

On November 4, 2021, we acquired all outstanding shares of Two Peaks, LLC d/b/a Yardbird Furniture (“Yardbird”).

In fiscal 2022, we delivered record revenue and earnings.

Our leaders continued to drive new ways of operating, and our employees continued to support our customers’ technology needs in knowledgeable, fast and convenient ways in the face of unprecedented challenges and change.

As we entered the year, we anchored on three concepts we believed to be permanent and structural implications of the pandemic that were, and are, shaping our strategic priorities and investments:

With these concepts in mind, we piloted numerous store formats to test and learn in the past year.

We advanced our flexible workforce initiative and invested in our employees’ well-being and we introduced new technology tools designed to support both our customers and our employees.

We also launched a bold new membership program called Best Buy Totaltech, designed to significantly elevate our customer experience and drive incremental sales.

Totaltech leverages our strengths across merchandising, fulfillment, installation, tech support and product repair and is designed to give our customers the confidence that whatever their technology needs are, we will be there to help.

Members receive product discounts and priority access to certain in-demand products, free delivery and standard installation, free technical support, up to 24 months of product protection on most purchases with active membership and other benefits.

While this new offering introduces pressure to our near-term profitability, we believe Totaltech is a membership experience that customers will love, and in turn, will generate a higher customer lifetime value and drive a larger share of consumer electronics spending to Best Buy.

All of this was advanced against a constantly evolving backdrop.

During the year we navigated supply chain and transportation challenges, uncertainty as COVID-19 peaks rolled across the country and then, most recently, the disruption from the COVID-19 Omicron wave.

Our teams have expertly managed supply chain challenges since the beginning of the pandemic to bring in products our customers needed.

During the year, we continued serving our customers digitally at much higher rates than before the pandemic.

Our online revenue was 34% of our Domestic revenue, compared to 43% last year and 19% two years ago.

And while online revenue declined compared to last year, it was up 115%, or $8.8 billion, compared to two years ago.

At the same time, we reached our fastest package delivery speeds.

The percent of online orders we delivered in one day was twice as high as pre-pandemic levels, despite the significant increase in volume during that same timeframe.

These strong results were driven by the investment decisions we have made in the last several years in our supply chain, store operations, our people and technology.

More importantly, these results are driven by our employees across the company.

Over the past 24 months, they have flexibly dealt with rapidly changing store operations as we responded to impacts of the pandemic, created safe environments for our customers and worked tirelessly to provide excellent service.

In fact, despite all the changes throughout the year, we delivered customer satisfaction improvements both online and in our stores.

As we look to the future, we view technology as a permanent and growing need in the home, and we expect technology to constantly evolve as the world's largest technology companies continue to innovate.

We are investing now to ensure we pivot to meet the needs of our customers, helping enrich their lives through technology in ways we believe no one else can and retaining our unique position in our industry.

We continued to experience elevated demand for technology products and services throughout most of the year, as consumers continued to leverage technology to meet their needs, and we provided solutions that help them work, learn, entertain, cook and connect at home.

The gross profit rate change in fiscal 2022 was primarily driven by our International segment.

| Yardbird | | \- | | | \- | | | \- | | | \- | | | 9 | | | \- | | | 9 | |

(1)Excludes stores that were temporarily closed as a result of COVID-19.

We continuously monitor store performance as part of a market-driven, omnichannel strategy.

We currently expect to close approximately 20 to 30 Best Buy stores annually through fiscal 2025, consistent with prior-year trends.

We also expect to increase the number of Outlet Centers to approximately 30 by the end of fiscal 2023.

| | 2022 | | | 2021 | | | 2022 | | | 2021 | |

Our gross profit rate decreased in fiscal 2022, primarily driven by lower services margin rates, which included pressure associated with our Totaltech membership offering that includes incremental customer benefits, and associated costs, compared to our previous Total Tech Support offer.

Our SG&A increased in fiscal 2022, primarily due to higher short-term incentive compensation, technology investments, advertising expenses and store payroll expenses, which included $81 million of employee retention credits in the prior-year period as a result of the Federal Coronavirus Aid, Relief and Economic Security Act.

This was partially offset by the impact of a $40 million donation to the Best Buy Foundation in the prior year.

The restructuring credit in fiscal 2022 was primarily related to subsequent adjustments to termination benefits resulting from changes in our previously planned organizational changes and higher-than-expected retention rates.

Our purpose is to enrich lives through technology.

Online sales are included in comparable sales.

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 our comparable sales calculation beginning in March 2018.

In fiscal 2021 our Enterprise comparable sales grew 9.7% as we leveraged our unique capabilities, including our supply chain expertise, flexible store operating model and ability to shift quickly to digital, to meet what was clearly elevated demand for products that help customers work, learn, cook, entertain and connect in their homes.

We provided customers with multiple options for how, when and where they shopped with us to ensure it satisfied their need for safety and convenience.

The pandemic environment underscored our purpose to enrich lives through technology, and the capabilities we strengthened in fiscal 2021 will benefit us going forward as we execute our strategy.

Our strong financial performance allowed us to share our success with the community, our shareholders, and, importantly, our employees.

In the third quarter of fiscal 2021, we made a $40 million donation to the Best Buy Foundation to accelerate the progress towards our goal to reach 100 Teen Tech Centers across the U.S. We believe our Teen Tech Centers help to further our commitments towards economic and social justice in our communities by making a measurable difference in the lives of underserved teens who may not otherwise have access to technology.

In addition, we resumed our share repurchase program during the fourth quarter of fiscal 2021 and increased our quarterly dividend by 27% to $0.70 per share.

For our employees, we provided hourly appreciation pay for those who were working on the frontlines, paid recognition bonuses to field employees and established multiple hardship funds for anyone impacted physically, emotionally or financially by COVID-19.

Starting August 1, 2020, we also raised our starting wage to $15 per hour for all domestic employees and enhanced our employee benefits.

Throughout the pandemic and across all the ways customers can shop, we adhered to safety protocols that limited store capacity, followed strict social distancing practices and used proper protective equipment, including requiring our employees and customers to wear masks.

This COVID-19 pandemic and the shift in customer buying behavior underscores the importance of our strong multi-channel capabilities.

In fiscal 2021 our Domestic online revenue grew 144% compared to last year.

We believe it is essential to provide options that let customers choose what works best for them.

To best serve our customers during the pandemic, we had to be innovative and flexible.

Early in the year, we quickly rolled out enhanced curbside pick-up across our stores to provide our customers convenience when we made the difficult decision to close our stores in March 2020.

In May 2020 we developed an in-store appointment model that provided our customers with an option to shop in our stores as we prepared to open stores back up to customer shopping.

We developed solutions like virtual consultations with advisors and video chats with our store associates.

In addition, we made significant improvements to the functionality and customer experience of our app to support shopping, support and fulfillment.

We provided fulfillment options that customers have come to expect from all retailers like fast and free home delivery, in-store pick-up and curbside pick-up.

As we look forward, the environment is still evolving, and our operating model and supporting cost structure are evolving as well.

The pandemic has accelerated the evolution of retail and compelled us to change our operating model in the best interest of our employees and customers.

We have also expedited some planned strategic changes that we believe will allow us to emerge from this time even stronger.

During the third quarter of fiscal 2021 we made the difficult decision to exit our operations in Mexico and began taking other actions to more broadly align our organizational structure in support of our strategy.

As a result, we recorded $144 million of charges in our International segment in fiscal 2021, including $23 million of inventory markdowns within cost of sales and $121 million within restructuring charges primarily comprised of asset impairments, currency translation adjustments and termination benefits.

As of January 30, 2021, the exit was substantially complete and we do not expect to incur material future restructuring charges in fiscal 2022 related to the exit.

We also recorded $133 million of restructuring charges in our Domestic segment in fiscal 2021, primarily related to termination benefits associated with field and corporate organizational changes in support of our strategy, as well as impairments of technology assets held in service of our Mexico operations.

As we continue to evolve our Building the New Blue Strategy, it is possible that we will incur material future restructuring costs, but we are unable to forecast the timing and magnitude of such costs.

We believe the following will be permanent and structural implications of the pandemic relevant to Best Buy:

Said differently, people are using technology to address their needs in ways they never contemplated before, and we play a vital role in bringing technology to life for both customers and our vendor partners.

These implications are extensive and interdependent, and we are, as quickly as possible, both implementing change today and assessing future changes across our entire business, including how we evolve our stores and labor model, and how we spend our investment dollars.‌

In summary, during fiscal 2021 we managed through the challenging environment in a way that allowed us to accelerate many aspects of our strategy to deliver on our purpose.

Our teams showed perseverance and commitment through the year and collectively changed the way we do business at a pace we never imagined.

In order to align our fiscal reporting periods and comply with statutory filing requirements, we consolidate the financial results of our Mexico operations on a one-month lag.

Consistent with such consolidation, the financial and non-financial information presented in our MD&A relative to these operations is also presented on a lag.

Our policy is to accelerate the recording of events occurring in the lag period that significantly affect our consolidated financial statements.

Other than the restructuring charges incurred related to our decision to exit our operations in Mexico, no such events were identified for the periods presented.

| | | | | | | | | | | | |

The impact of the pandemic drove strong customer demand for products to help them work, learn, cook, entertain and connect in their homes.

Our [added: cash,] cash [added: equivalents] and [added: restricted] cash [removed: equivalents] generate interest income that will vary based on changes in short-term interest rates.

As of January [removed: 30, 2021,] [added: 29, 2022,] we had [removed: $5.5] [added: $3.2] billion of [added: cash,] cash [added: equivalents] and [added: restricted] cash [removed: equivalents] and $500 million of debt that has been swapped to floating rate, and therefore the net balance exposed to interest rate changes was [removed: $5.0] [added: $2.7] billion.

As of January [removed: 30, 2021,] [added: 29, 2022,] a 50-basis point increase in short-term interest rates would have led to an estimated [removed: $25] [added: $14] 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: $25] [added: $14] million increase in net interest expense.

We have market risk arising from changes in foreign currency exchange rates related to [added: operations in] our International [removed: segment operations.][added: segment.]

Our foreign currency risk management strategy includes both hedging instruments and derivatives that are not designated as hedging [removed: instruments, which generally have terms of up to 12 months.][added: instruments.]

In fiscal [removed: 2021] [added: 2022,] foreign currency exchange rate fluctuations were [added: primarily] driven by the strength of the [removed: U.S.] [added: Canadian] dollar compared to the [removed: Mexican peso and the Canadian] [added: U.S.] dollar compared to the prior-year period, which had a [removed: negative] [added: positive] overall impact on our revenue as [added: this] foreign [removed: currencies] [added: currency revenue] translated into [removed: fewer] [added: more] U.S. dollars.

We estimate that foreign currency exchange rate fluctuations had a net [removed: unfavorable] [added: favorable] impact on our revenue of approximately [removed: $45 million and a net favorable impact on earnings of approximately $15 million in fiscal 2021, excluding the reclassification of cumulative translation adjustments into earnings as a result of our exit from Mexico.][added: $217 million.]

The impact of foreign exchange rate fluctuations on our net earnings in fiscal 2022 was not significant.

In fiscal 2021 we entered into T-Lock contracts to hedge the base interest rate variability on a portion of our then-expected refinancing of our maturing 2021 Notes.

The T-Lock contracts were immaterial and cash settled upon issuance of our 2030 Notes in fiscal 2021.

The fair value of the T-Lock contracts upon settlement was released from Accumulated other comprehensive income on our Consolidated Balance Sheets and recorded in Interest expense on our Consolidated Statements of Earnings as interest is accrued over the life of the 2030 Notes.

The strength of the U.S. dollar compared to the Mexican peso also had a favorable impact on earnings as the operating loss in Mexican pesos translated into fewer U.S. dollars.

We [removed: do that] [added: accomplish this] by leveraging our combination of technology 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.

We have operations in the [removed: U.S., Canada] [added: U.S.] and [removed: Mexico.][added: Canada.]

The Domestic segment is comprised of [removed: the operations, including] our [removed: Best Buy Health business,] [added: operations] in all states, districts and territories of the U.S. [removed: under various] [added: and our Best Buy Health business, and includes the] brand names [removed: including] Best Buy, Best Buy [removed: Business,] [added: Ads,] Best Buy [removed: Express,] [added: Business,] Best Buy Health, CST, [added: Current Health,] Geek Squad, [removed: GreatCall,] Lively, [removed: Magnolia and] [added: Magnolia,] Pacific Kitchen and Home and [added: Yardbird and] the domain names [removed: bestbuy.com] [added: bestbuy.com, currenthealth.com, lively.com] and [removed: greatcall.com.][added: yardbird.com.]

[removed: The] [added: All of our former stores in Mexico were closed as of the end of the first quarter of fiscal 2022, and our] International segment is [added: now] comprised of all operations in Canada [removed: and Mexico] under the brand names Best Buy, Best Buy [removed: Express, Best Buy] Mobile and Geek Squad and the domain [removed: names bestbuy.ca and bestbuy.com.mx.][added: name bestbuy.ca.]

In fiscal [removed: 2020] [added: 2020,] we acquired all of the outstanding shares of Critical Signal Technologies, Inc. (“CST”) and the predictive healthcare technology business of BioSensics, LLC (“BioSensics”).

Both segments operate [removed: a multi-channel] [added: an omnichannel] platform that allows customers to come to us online, visit our stores or invite us into their homes.

In addition, support capabilities (for example, human resources, finance, information technology and real estate management) [removed: are generally performed at] [added: operate from] our corporate headquarters.

Consumer Electronics - digital imaging, health and [removed: fitness,] [added: fitness products,] home theater, portable audio (including headphones and portable speakers) and smart home;

Customers [added: within our Domestic and International segments] who purchase product online have the choice to pick up product at a Best Buy store (including curbside pick-up at most stores), at an alternative pick-up location or take delivery direct to their homes.

Most merchandise is shipped directly from manufacturers to our distribution [removed: centers located throughout the U.S.][added: centers.]

In fiscal [removed: 2021] [added: 2022,] our 20 largest suppliers accounted for approximately [removed: 80%] [added: 79%] of the merchandise we purchased, with [removed: five] [added: 5] suppliers – Apple, Samsung, [removed: Hewlett-Packard,] [added: HP,] LG and Sony – representing approximately [removed: 57%] [added: 56%] of total merchandise purchased.

Key elements to our inventory management process include the following: continuous monitoring of [removed: historical and projected] consumer demand, continuous monitoring and adjustment of inventory receipt levels and pricing, agreements with vendors relating to reimbursement for the cost of markdowns or sales incentives and agreements with vendors relating to return privileges for certain products.

We had [removed: 1,126 large-format and 33 small-format] [added: 1,144] stores at the end of fiscal [removed: 2021] [added: 2022] throughout our Domestic and International segments.

Our stores are a vital component of our [removed: multi-channel strategy] [added: omnichannel strategy,] and we believe they are an important competitive advantage.

We own or have the right to use valuable intellectual property such as trademarks, service marks and tradenames, including, but not limited to, *Best Buy, Best Buy [removed: Essentials,] [added: Ads,] Best Buy [removed: Express,] [added: Essentials,] Best Buy Health, Best Buy Mobile, [added: Best Buy Totaltech,] CST, [added: Current Health,] Dynex, Geek Squad, [removed: GreatCall,] Insignia, Jitterbug, Lively, Magnolia, Modal, My Best Buy, Pacific Kitchen and Home, Pacific Sales, Platinum, Rocketfish*, [removed: *5Star*] [added: *Yardbird*] and our *Yellow Tag* logo.

A large proportion of our revenue and earnings is generated in the fiscal fourth quarter, which includes the majority of the holiday shopping [removed: season in the U.S., Canada and Mexico.][added: season.]

In addition, our revolving credit facilities are available for additional working capital needs, for general corporate [removed: purposes and investment] [added: purposes, investments] and growth opportunities.

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.

Environmental and [removed: Social Impact][added: Social]

[removed: We strive] [added: As we pursue our purpose] to [removed: be] [added: enrich lives through technology, we are committed to having] a [removed: good corporate citizen] [added: positive impact on the world, the environment and the communities] in [added: which we operate through interactions with] all of our [removed: interactions with] stakeholders, including [added: our] customers, employees, vendor [removed: partners, shareholders, the environment] [added: partners] and [removed: communities in which we operate.][added: shareholders.]

[removed: We also have a goal] [added: Through the sale of ENERGY STAR® products, we expect] to help our customers reduce carbon emissions [removed: by 20 percent] [added: 20%] by 2030 (over a 2017 baseline), which we estimate will save them [added: at least] $5 billion on utility [removed: bills by putting greater emphasis on ENERGY STAR® electronics, appliances and other energy-saving devices.][added: bills.]

[removed: In addition, we] [added: We have] collected more than [removed: 161 million] [added: 2.5 billion] pounds of [removed: consumer] electronics and appliances for recycling [removed: in fiscal 2021, bringing our total to] [added: since 2009, including] more than [removed: 2 billion pounds.][added: 192 million pounds in 2021.]

[removed: *Social Impact*][added: *Social*]

[removed: In fiscal 2021] [added: For our communities,] we [removed: committed] [added: plan] to [removed: provide] [added: spend] $44 million by 2025 to expand college preparation and career opportunities for [removed: Black, Indigenous and People of Color (“BIPOC”)] [added: BIPOC] students, including adding [removed: 16] scholarships for Historically Black Colleges and [removed: Universities] [added: University] students and increasing scholarship funding for Best Buy Teen Tech Center youth.

We are [removed: also] committed to respecting and advancing human rights through our alignment with the United Nations Guiding Principles on Business and Human Rights.

Further, across all [removed: of] the products and services we procure, we seek to [removed: mitigate risk,] enhance [removed: the] [added: our] partnership with [removed: our] suppliers and create value for all stakeholders through our Responsible [removed: Supply Chain] [added: Sourcing] Program.

Collectively, we embrace a common Supplier Code of Conduct and audit methodology that [removed: creates business value by improving] [added: seeks to improve] working and environmental conditions in the supply chain.

At the end of fiscal [removed: 2021] [added: 2022,] we employed approximately [removed: 102,000] [added: 105,000] employees in the [removed: U.S., Canada] [added: U.S.] and [removed: Mexico,] [added: Canada,] comprised of approximately [removed: 60%] [added: 55%] full-time employees, 35% part-time employees and [removed: 5%] [added: 10%] seasonal/occasional employees.

[removed: *Inclusion] [added: *Diversity, Equity] and [removed: Diversity*][added: Inclusion*]

[removed: *Benefits*][added: *Employee Benefits*]

[removed: In] [added: enhanced pandemic-related benefits, including free-of-charge vaccination clinics and other vaccination incentives; pay] support [removed: of the changing lives of our employees due to COVID-19, we enhanced our employee benefits package] [added: for those required] to [removed: include 100%] [added: quarantine or isolate consistent with public-health guidance;] coverage of [removed: COVID-related] [added: COVID-19-related] health care [removed: expenses,] [added: expenses;] expanded caregiver [removed: leave,] [added: leave;] additional support for backup [removed: childcare,] [added: childcare;] tutoring reimbursement and access to physical and mental health virtual [removed: visits.][added: visits;]

[removed: In response to the pandemic, the] [added: The] safety of our employees and customers [removed: became] [added: continues to be] a top priority.

We also make available, free of charge on our website, our Amended and Restated Articles of Incorporation, Amended and Restated By-laws, the Corporate Governance Principles of our Board [removed: of Directors ("Board")] and our Code of Business Ethics adopted by our Board, as well as the charters of all of our Board's committees: Audit Committee; Compensation and Human Resources Committee; Finance and Investment Policy Committee; and Nominating, Corporate Governance and Public Policy Committee.

We are driven by our purpose to enrich lives through technology and our vision to personalize and humanize technology solutions for every stage of life.

In fiscal 2022, we acquired all of the outstanding shares of Current Health Ltd. (“Current Health”) and Two Peaks, LLC d/b/a Yardbird Furniture (“Yardbird”).

While day-to-day operations of our stores is led by store management, more strategic decisions regarding, for example, store locations, format, category assortment and fulfillment strategy are addressed at a market or regional level.

Other - other product offerings, including baby, food and beverage, luggage, outdoor living and sporting goods.

The Nominating, Corporate Governance and Public Policy Committee of our Board of Directors (“Board”) advises and counsels management regarding the effectiveness and risks of our environmental, social and governance strategy, programs and initiatives, including environmental goals and progress, social responsibility programs and initiatives and public policy positions and advocacy.

We are committed to meaningfully reducing our impact on the environment and helping our customers do the same.

In fiscal 2022, we invested in two additional solar projects, bringing our total to four.

These investments, which are paired with Renewable Energy Credits, will contribute to our efforts to become carbon neutral in our U.S. retail stores.

We intend to reduce the use of natural resources in our operations as demonstrated by the following goals, which we believe can be managed within our normal operating budget without significant incremental spend:

Reduce carbon emissions 75% by 2030 (over a 2009 baseline) and become carbon neutral by 2040.

We plan to achieve this goal by investing in energy efficiency improvements, deploying small-scale onsite and utility-scale renewable energy systems, electrifying our fleet and neutralizing residual emissions.

Reduce water consumption 15% by 2025 (over a 2019 baseline).

We plan to achieve this goal by aligning with the United Nation’s Sustainable Development Goal 6, taking steps to support the ongoing protection of watersheds and identifying actions that lessen our dependence on water.

Achieve zero-waste certification at additional distribution center locations.

To continue reducing our impact on the environment, we are working toward building a more sustainable supply chain and expanding our Total Resource Use and Efficiency zero-waste certification efforts across our warehousing operations.

Reduce single-use plastic bags and transition to sustainable alternatives.

We aim to help our customers reduce their impact on the environment as well.

We support the circular economy by keeping consumer products in use for as long as possible through our repair and trade-in services, and lastly, we put materials back into the manufacturing process when products reach the end of their lives through our electronics and appliance recycling program.

We remain committed to maintaining this program to collect even more in the years ahead.

*Human Rights and Responsible Sourcing*

*Community Impact*

We are working to build brighter futures for teens from disinvested communities.

Through a network of 47 Best Buy Teen Tech Center® locations (with a goal of expanding to 100 locations by 2025) and our suite of supporting programs, we are helping prepare teens for careers of the future by providing access to:

cutting-edge technology and related training;

post-secondary guidance for college prep and technical training programs;

mentors who inspire new passions and possibilities;

social and emotional support, including mental health resources; and

paid internship and career exploration opportunities that put learning into practice.

We believe in the power of our people.

Our culture is built on the belief that engaged and committed employees – supported by opportunities to learn, grow, innovate and explore – can lead to extraordinary outcomes.

We are creating a more inclusive future, both inside our company and in our communities.

In fiscal 2021, we set employee diversity goals to be attained by 2025, and we are pleased to report the following progress in fiscal 2022:

filled 37% of new, salaried corporate positions with Black, Indigenous and People of Color (“BIPOC”) employees, compared to our goal to fill one of three positions; and

filled 26% of new, salaried field positions with female employees, compared to our goal to fill one of three positions.

In fiscal 2022, we made a significant commitment to supplier diversity.

We plan to spend at least $1.2 billion with BIPOC and diverse businesses by 2025, with a focus on funding and supporting partner organizations that are empowering BIPOC leaders in the tech industry.

In addition, we are investing up to $10 million with Brown Venture Group, a venture capital firm that focuses exclusively on Black, Latinx and Indigenous technology startups in emerging technologies.

The Compensation and Human Resources Committee of our Board supports the development of an inclusive and diverse culture through oversight of our human resources policies and program.

The Nominating, Corporate Governance and Public Policy Committee of our Board recommends criteria for the selection of individuals to be considered as candidates for election to the board, which includes diversity considerations.

Personal growth is at the heart of our people strategy and we believe investing in training, upskilling and reskilling programs will produce long-lasting benefits to the organization by creating a more productive, engaged and adaptable workforce.

We are driven by our purpose to enrich lives through technology.

During the third quarter of fiscal 2021 we made the decision to exit our operations in Mexico and expect operations to cease during fiscal 2022.

In fiscal 2019 we acquired all of the outstanding shares of GreatCall, Inc. (“GreatCall”).

Refer to Note 2, *Restructuring*, and Note 3, *Acquisitions,* 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.

*Domestic Segment*

*International Segment*

Our Canada and Mexico operations are similar to operations in our Domestic segment.

Other - beverages, snacks, sundry items and other product offerings within our International segment (including baby, furniture, luggage and sporting goods).

Our Canada and Mexico distribution models are similar to our Domestic segment distribution models.

Minimizing carbon emissions in our operations is a priority at Best Buy.

We have achieved significant progress toward our carbon-reduction goal of 75 percent by 2030 (over a 2009 baseline), from both operational reductions and renewable sourcing.

In fiscal 2021 we signed The Climate Pledge, committing to be carbon neutral across our operations by 2040 – a decade earlier than our previous goal of 2050.

We also made our second investment in solar energy that is expected to produce 480,000 MWh of clean electricity per year.

We are committed to supporting teens from disinvested communities in building brighter futures through technology, training and mentorship.

The primary way we do this is through our network of Best Buy Teen Tech Centers, places where teens can develop critical skills through hands-on activities that explore their interests in a variety of areas, such as software engineering, filmmaking, 3D design and music production.

Teens gain exposure to new career possibilities and benefit from positive adult and peer relationships.

Together with our partners, we are building a network of at least 100 Best Buy Teen Tech Centers, which we estimate will reach 30,000 teens annually.

We accelerated our progress towards this goal by making a $40 million donation to the Best Buy Foundation in the third quarter of fiscal 2021.

We are currently serving teens at 35 Best Buy Teen Tech Centers.

We are a founding member of ConnectedMN, a public-private partnership helping disinvested communities across the state of Minnesota get access to the Internet and devices to facilitate distance learning as well as critical support services.

For more information on our environmental and social impact, please see our annual Environmental, Social & Governance Report, found on our website at *www.investors.bestbuy.com*.

We aim to attract, retain and develop the best employees.

Investing in our employees’ learning and development is a priority at Best Buy.

Our learning and development experience combines instructor-led classes and interactive online modules, along with one-on-one mentoring and coaching.

In fiscal 2021 our employees each received an average of 40 hours of training and we successfully transitioned all meetings and events to virtual environments due to COVID-19 restrictions.

We believe in maintaining a supportive and inclusive culture that values everyone’s talents, life experiences and backgrounds.

In fiscal 2021 we committed to making systemic, permanent changes that address social injustices to improve our company and our communities.

We are proud of the diversity within our Board of Directors, comprised of 45% female directors and 36% of directors who are People of Color as of March 18, 2021.

We are committed to filling one out of three new, non-hourly corporate positions with BIPOC (specifically Black, Latinx and Indigenous) employees.

We are also committed to filling one out of three new, non-hourly field roles with women.

In the next two years, our Digital and Technology team committed to hiring 1,000 new employees, of which we commit 30% will be BIPOC or female employees.

We are focused on taking steps to foster inclusion among all employee groups to create parity in retention rates, including transforming the composition of our senior leadership teams to be more in line with our Board of Directors.

We are committed to taking care of our employees and rewarding them for their hard work and dedication through a competitive rewards package of pay, benefits, discounts and opportunities.

Our benefits package focuses on total employee well-being: physical, mental, financial and social.

In fiscal 2021 we increased the starting hourly wage for all domestic employees to $15 per hour.

And, to improve on pay predictability, a 4% increase in hourly rate replaced short-term incentive compensation for hourly store employees below the leadership level.

*Safety*

In March 2020, the World Health Organization declared the outbreak of novel coronavirus disease ("COVID-19") as a pandemic.

We proactively closed stores at the beginning of the pandemic and then implemented a contactless, curbside-only operating model, and we continue to offer curbside pick-up at most stores today.

When customers returned to shopping in our stores, we instituted a variety of safety procedures to keep our employees and customers safe, including requiring the use of face coverings, requiring employees to complete daily wellness checks and frequent cleaning protocols.

For the fiscal year ended January [removed: 30, 2021][added: 29, 2022]

][added: 3](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129x10kg001.jpg)]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July [removed: 31, 2020,] [added: 30, 2021,] was approximately [removed: $20.0] [added: 24.5] billion, computed by reference to the price of [removed: $99.59] [added: $112.35] per share, the price at which the common equity was last sold on July [removed: 31, 2020,] [added: 30, 2021,] as reported on the New York Stock Exchange-Composite Index.

As of March [removed: 18, 2021,] [added: 16, 2022,] the registrant had [removed: 250,044,876] [added: 225,227,756] shares of its common stock, $0.10 par value per share, issued and outstanding.

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2021] [added: 2022] Regular Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III.

BEST BUY FISCAL [removed: 2021] [added: 2022] FORM 10-K

| [Item 1B.](#Item1BUnresolvedStaffComments) | [Unresolved Staff Comments.](#Item1BUnresolvedStaffComments) | [removed: 17] [added: 18] |

| [Item 2.](#Item2Properties) | [Properties.](#Item2Properties) | [removed: 18] [added: 19] |

| [Item 3.](#Item3LegalProceedings) | [Legal Proceedings.](#Item3LegalProceedings) | [removed: 19] [added: 20] |

| [Item 4.](#Item4MineSafetyDisclosures) | [Mine Safety Disclosures.](#Item4MineSafetyDisclosures) | [removed: 19] [added: 20] |

| | [Information about our Executive Officers](#ExecutiveOfficersoftheRegistrant) | [removed: 19] [added: 20] |

| [PART II](#PartII) | | [removed: 21] [added: 22] |

| [Item 5.](#Item5) | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#Item5) | [removed: 21] [added: 22] |

| [Item 7A.](#Item7A) | [Quantitative and Qualitative Disclosures About Market Risk.](#Item7A) | [removed: 35] [added: 34] |

| [Item 8.](#Item8) | [Financial Statements and Supplementary Data.](#Item8) | [removed: 37] [added: 36] |

| [Item 9.](#Item9) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.](#Item9) | [removed: 68] [added: 65] |

| [Item 9A.](#Item9A) | [Controls and Procedures.](#Item9A) | [removed: 68] [added: 65] |

| [Item 9B.](#Item9B) | [Other Information.](#Item9B) | [removed: 68] [added: 65] |

| [PART III](#PartIII) | | [removed: 68] [added: 65] |

| [Item 10.](#Item10) | [Directors, Executive Officers and Corporate Governance.](#Item10) | [removed: 68] [added: 65] |

| [Item 11.](#Item11) | [Executive Compensation.](#Item11) | [removed: 68] [added: 66] |

| [Item 12.](#Item12) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12) | [removed: 69] [added: 66] |

| [Item 13.](#Item13) | [Certain Relationships and Related Transactions, and Director Independence.](#Item13) | [removed: 69] [added: 66] |

| [Item 14.](#Item14) | [Principal Accountant Fees and Services.](#Item14) | [removed: 69] [added: 66] |

| [PART IV](#PartIV) | | [removed: 69] [added: 66] |

| [Item 15.](#Item15) | [removed: [Exhibits,] [added: [Exhibit and] Financial Statement Schedules.](#Item15) | [removed: 69] [added: 66] |

| [Item 16.](#Item16) | [Form 10-K Summary.](#Item16) | [removed: 70] [added: 68] |

| | [Signatures](#Signatures) | [removed: 71] [added: 69] |

| [Item 6](#Item6). | [\[Reserved\]](#Item6). | 23 |

| [Item 9C](#Item9C). | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C). | 65 |

| [Item 6](#Item6). | [Selected Financial Data.](#Item6) | 23 |

The location and total square footage of our Domestic segment stores at the end of fiscal [removed: 2021] [added: 2022] were as follows:

| Arkansas | | 7 | | | New Jersey | | [removed: 25] [added: 26] | |

| California | | [removed: 137] [added: 135] | | | New Mexico | | 5 | |

| Colorado | | [removed: 22] [added: 23] | | | New York | | [removed: 50] [added: 49] | |

| Connecticut | | [removed: 12] [added: 10] | | | North Carolina | | 30 | |

| District of Columbia | | 1 | | | Ohio | | [removed: 33] [added: 32] | |

| Florida | | [removed: 63] [added: 61] | | | Oklahoma | | 12 | |

| Illinois | | [removed: 42] [added: 43] | | | Rhode Island | | 1 | |

| Kansas | | [removed: 7] [added: 8] | | | Tennessee | | 14 | |

| Kentucky | | 9 | | | Texas | | [removed: 100] [added: 98] | |

| Maryland | | 22 | | | Virginia | | [removed: 32] [added: 31] | |

| Minnesota | | [removed: 19] [added: 20] | | | Wisconsin | | 20 | |

| Missouri | | [removed: 18] [added: 17] | | | Total Domestic store count | | [removed: 991] [added: 984] | |

| Montana | | 3 | | | Square footage (in thousands) | | [removed: 38,186] [added: 37,705] | |

(1)Includes [removed: 14] [added: 21 Pacific Sales stores, 16] Best Buy Outlet Centers and [removed: 21 Pacific Sales store locations.][added: 9 Yardbird stand-alone stores.]

The location and total square footage of our International segment stores at the end of fiscal [removed: 2021] [added: 2022] were as follows:

| Alberta | | [removed: 25] [added: 24] | |

| Ontario | | [removed: 71] [added: 69] | |

| Quebec | | [removed: 24] [added: 23] | |

| Total [removed: Canada] [added: International] store count | | [removed: 164] [added: 160] | |

| Square footage (in thousands) | | [removed: 3,754] [added: 3,605] | |

The ownership status of our stores at the end of fiscal [removed: 2021] [added: 2022] was as follows:

The ownership status and total square footage of space utilized for distribution centers at the end of fiscal [removed: 2021] [added: 2022] were as follows:

| Domestic | | 927 | | | | 24 | | | | 33 | |

| International | | 153 | | | | 3 | | | | 4 | |

| Domestic | | | | | | 11,745 | | | | 2,448 | |

| | | | |

| | Mexico Stores | | |

| Ciudad de Mexico | | 2 | |

| Jalisco | | 2 | |

| Total Mexico store count | | 4 | |

| Square footage (in thousands) | | 168 | |

| Total International store count | | 168 | |

| Square footage (in thousands) | | 3,922 | |

| Domestic | | 934 | | | | 24 | | | | 33 | |

| International | | 165 | | | | 3 | | | | \- | |

| Domestic | | | | | | 10,426 | | | | 3,168 | |

| Corie S. Barry | | 46 | | Chief Executive Officer | | | [removed: 21] [added: 22] | |

| Matt Bilunas | | [removed: 48] [added: 49] | | Chief Financial Officer | | | [removed: 15] [added: 16] | |

| Deborah DiSanzo | | [removed: 61] [added: 62] | | President, Best Buy Health | | | [removed: 0.5] [added: 1] | |

| Matt Furman | | [removed: 50] [added: 51] | | Chief Communications and Public Affairs Officer | | | [removed: 9] [added: 10] | |

| Todd G. Hartman | | [removed: 54] [added: 55] | | General Counsel and Chief Risk [removed: and Compliance] Officer | | | [removed: 15] [added: 16] | |

| Allison Peterson | | [removed: 46] [added: 47] | | Chief Customer Officer | | | [removed: 17] [added: 18] | |

| Brian Tilzer | | [removed: 50] [added: 51] | | Chief Digital and Technology Officer | | | [removed: 3] [added: 4] | |

| Mathew R. Watson | | [removed: 50] [added: 51] | | Senior Vice President, [added: Finance -] Controller and Chief Accounting Officer | | | [removed: 15] [added: 16] | |

Barry was appointed our Chief Executive Officer in [removed: June] 2019.

Prior to her current role, she served as chief financial officer and 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: She also] [added: Ms. Barry] serves on the board of directors for Domino’s Pizza Inc. and the board of trustees for the College of St. Benedict.

Matt Bilunas is our Chief Financial [removed: Officer,] [added: Officer (“CFO”),] appointed in [removed: July] 2019.

Prior to becoming CFO, he was senior vice president of enterprise and merchandise finance since [removed: April] 2017; vice president, finance for category, e-commerce and marketing from 2015 to 2017; and vice president, category finance from 2014 to 2015.

Deborah DiSanzo joined Best Buy as our President, Best Buy Health in [removed: August] 2020.

Prior to that, she led the IBM Watson Health team from 2015 to 2018, launching artificial intelligence offerings designed to help doctors, researchers, [removed: health care] [added: healthcare] providers, pharmacists and insurers better serve patients around the world.

Ms. DiSanzo was [removed: CEO] [added: the chief executive officer] of Philips Healthcare from 2001 to 2014, where she and her team brought consumer-grade, automatic defibrillators to the market, making them first available in public places then, ultimately, in the homes of Americans across the country.

He is a member of the board of directors for [added: the Best Buy Foundation,] Dunwoody College of [removed: Technology and] [added: Technology,] YMCA of the [removed: USA.][added: USA and Fair Vote Minnesota.]

Hartman was appointed General Counsel in [removed: April] 2019 and has also served as Chief Risk [removed: and Compliance] Officer since 2017.

In this role, he is responsible for the company’s legal activities and its global risk [removed: and compliance] program.

He most recently served as chief risk and compliance officer, overseeing enterprise data security, customer data privacy, enterprise risk management, global security, business continuity/disaster recovery, internal investigations, crisis response management and compliance and [removed: ethics.][added: ethics from 2017 to 2019.]

He continues to lead [removed: those] [added: the risk] functions in his current role.

He serves as chair of the Best Buy Foundation and on the board of [added: directors for] the Guthrie Theater.

Allison Peterson is our Chief Customer Officer, appointed in [removed: May] 2020.

Ms. Peterson leads the company’s broader enterprise strategy, planning and corporate [removed: development] [added: development, marketing] and membership offerings.

Prior to joining Best [removed: Buy] [added: Buy,] she worked for Target Corp. in merchandising and demand planning.

Ms. Peterson serves on the [removed: executive committee of the] board of directors for [removed: the Children’s Theatre Company of Minneapolis.][added: PVH Corp.]

In this role, she oversees talent development and the health and well-being of [removed: the more than 100,000 Best Buy] [added: approximately 105,000] employees worldwide.

She also served as our [removed: President,] [added: president,] U.S. [removed: Retail Stores] [added: retail stores] from [removed: January] 2019 [removed: until January] [added: to] 2020, and was responsible for the execution and operation of all domestic Best Buy store locations.

Ms. Scarlett joined Best Buy in 2014 as senior vice president of retail and chief human resources officer for Best Buy Canada, serving in that role until [removed: May] 2017.

She also previously held leadership roles at Loblaw Cos., Hudson’s Bay Co. and Dylex Inc. Ms. Scarlett serves on the [removed: boards] [added: board] of directors [removed: of] [added: for] Floor & Decor, a specialty [removed: retailer, and the Greater MSP.][added: retailer of hard-surface flooring.]

Brian Tilzer has served as our Chief Digital and Technology Officer since he joined the company in [removed: May] 2018.

With [removed: more than 25] [added: nearly 30] years of experience [removed: in strategic business development, operations] [added: delivering growth] and [removed: information technology,] [added: innovation at the intersection of retail, technology and analytics,] Mr. Tilzer has deep expertise in understanding, defining and delivering the technology necessary to provide a superior customer experience in a [removed: multi-channel] [added: multichannel] environment.

Prior to joining Best [removed: Buy,] [added: Buy in 2018,] he served as chief digital officer from 2013 to 2018 at CVS [removed: Health.][added: Health, creating a digital transformation program that was broadly recognized for its innovation and impact.]

Mr. Tilzer serves on the board of directors for Signet Jewelers, the largest retail jewelry chain in [removed: the U.S., Canada] [added: North America] and [added: the] United [removed: Kingdom.][added: Kingdom, as well as on the executive committee of the board of directors for the Minnesota Orchestra.]

Watson was appointed our Senior Vice President, [added: Finance -] Controller and Chief Accounting Officer in [removed: October] 2017.

He previously served as our vice president, controller and chief accounting officer from [removed: April] 2015 until his current role.

He serves on the boards of directors [removed: of] [added: for] AchieveMpls and the Best Buy Foundation.

(As of March 16, 2022)

| Jason Bonfig | | 45 | | Chief Merchandising Officer | | | 23 | |

| Damien Harmon | | 44 | | Executive Vice President, Omnichannel | | | 3 | |

| Mark Irvin | | 59 | | Chief Supply Chain Officer | | | 8 | |

| Kamy Scarlett | | 58 | | Executive Vice President, Human Resources & Best Buy Canada | | | 8 | |

She also serves on the executive committee for the Business Roundtable, Business Council, Retail Industry Leaders Association and the Minnesota Business Partnership.

Mr. Bilunas serves on the board of directors for the Children’s Hospital of Minnesota.

Jason Bonfig was appointed our Chief Merchandising Officer in 2019.

In this role he oversees all elements of merchandising and product category management for Best Buy’s core U.S. business, including demand planning, buying, pricing and promotional planning.

He also leads the company’s Exclusive Brands private-label team.

Prior to his current role, Mr. Bonfig served in the positions of chief category officer – computing, mobile, gaming, Exclusive Brands, printing, wearables and accessories from 2018 to 2019; and senior vice president – computing, mobile, tablets, wearables, printing and accessories from 2014 to 2018.

Mr. Bonfig has held other merchant-related roles since joining the company in 1999.

He serves on the board of directors for the Best Buy Foundation.

Her oversight of Best Buy Health includes providing digital health solutions in active aging, virtual care and consumer health.

Ms. DiSanzo has an appointment at the Harvard T.H. Chan School of Public Health, where she teaches artificial intelligence in health, and serves as a director on the board of AstraZeneca.

Damien Harmon has served as our Executive Vice President, Omnichannel since 2021 and is responsible for establishing a dedicated operations plan that enhances the company’s ability to create seamless experiences for our customers.

He oversees all of Best Buy’s various service offerings in stores, online and in customers’ homes.

In his role, Mr. Harmon leads the Geek Squad, a national tech-support organization with more than 20,000 agents dedicated to helping customers learn about and enjoy their technology.

Mr. Harmon previously served as president, operations from 2020 to 2021 and senior vice president of workforce design from 2019 to 2020.

Mr. Harmon first joined Best Buy as a general manager in 2005 and held various leadership positions in store operations, international operations and store leadership, including vice president of retail operations and services.

Before rejoining Best Buy in 2019, Mr. Harmon spent four years at Bridgestone Americas Inc., where he served as president of GCR Tires from 2017 to 2018 and chief operating officer at Bridgestone Tires from 2016 to 2017.

Mr. Harmon serves on the board of directors for the Best Buy Foundation and Petlove Foundation.

Mark Irvin was appointed our Chief Supply Chain Officer in 2022 and oversees the strategy and day-to-day operations of Best Buy’s global supply chain that supports our stores and Best Buy’s online customers.

He previously served as our chief inclusion, diversity and talent officer from 2020 until his current appointment.

In this role, he was responsible for the company’s strategy for creating and sustaining an inclusive work environment for all employees worldwide.

He also oversaw all programs aimed at attracting, retaining and growing diverse talent and perspectives.

Mr. Irvin joined the company in 2013 as senior vice president, distribution.

Prior to Best Buy, Mr. Irvin worked for Target Corp. in various supply chain leadership roles from 2003 to 2013.

He has also held leadership roles at Cummins Inc., Corporate Express Delivery Systems and Baxter Healthcare.

Mr. Irvin serves on the board of directors for the Best Buy Foundation and is a member of the board of directors for Black Men Teach and The Alan Page Foundation.

Kamy Scarlett was appointed our Executive Vice President, Human Resources in 2017, and also assumed responsibility for Best Buy Canada in 2021.

In this role, he is responsible for Best Buy’s digital transformation strategy leveraging technology, artificial intelligence and analytics to support its enterprise strategy.

He also leads Best Buy’s technology and analytics teams that partner across Best Buy to shape and deliver technology solutions and analytical services for the enterprise.

Mr. Tilzer spearheads the company’s enterprise-wide effort to adopt agile ways of working to accelerate customer-driven innovation, an effort for which Best Buy was named one of Fast Company’s Top Workplaces for Innovators in 2021.

He also served as senior vice president of e-commerce for Staples, then the second largest online retailer.

Prior to that, Mr. Tilzer held leadership roles at Linens ’n Things and Accenture, where he provided technology and business transformation services to a variety of retail and consumer businesses.

(As of March 18, 2021)

| | | | | | | | | |

| R. Michael (Mike) Mohan | | 53 | | President and Chief Operating Officer | | | 17 | |

| Kamy Scarlett | | 57 | | Chief Human Resources Officer | | | 7 | |

Her oversight of Best Buy Health includes GreatCall, a leading provider of connected health and personal emergency response services to the aging population, which Best Buy acquired in 2018.

Ms. DiSanzo continues to teach at the Harvard T.H. Chan School of Public Health and serves on the boards of AstraZeneca, Novanta Inc. and Project Hope.

R.

Michael (Mike) Mohan is our President and Chief Operating Officer, appointed in June 2019.

His responsibilities include oversight over all customer channels for Best Buy’s domestic business including retail, ecommerce and customer experience, services, home, and Best Buy Direct.

In addition, he leads category management, merchandising, marketing, supply chain and real estate for Best Buy’s core U.S. business.

Prior to his current role, he served as chief operating officer, Best Buy U.S. from 2018 to 2019; senior executive vice president and chief merchandising and marketing officer from 2017 to 2018; chief merchandising officer from 2014 to 2017; and president, home from 2013 to 2014.

His other roles within the company include various leadership positions within merchandising.

Prior to joining Best Buy in 2004 as vice president, digital imaging, Mr. Mohan was vice president and general merchandising manager for Good Guys, an audio/video specialty retailer in the western U.S. Mr. Mohan also previously worked at Future Shop in Canada from 1988 to 1997, prior to our acquisition of the company, where he served in various merchandising roles.

Mr. Mohan serves on the board of directors for Bloomin’ Brands, a hospitality industry company that owns several American casual dining restaurant chains, and as a national trustee for the Boys & Girls Clubs of America.

Kamy Scarlett was appointed our Chief Human Resources Officer in June 2017.

In this role, he is responsible for all aspects of information technology and digital at Best Buy to create a seamless and superior multi-channel customer experience in support of the company’s strategy.

He also leads the company’s enterprise data and analytics capability.

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.

Before that, he held leadership roles with Accenture, including helping Best Buy with several growth and performance-improvement programs.

On [removed: February 25, 2021,] [added: March 3, 2022,] we announced an increase in our regular quarterly dividend from [removed: $0.55] [added: $0.70] per share to [removed: $0.70] [added: $0.88] per share.

As of March [removed: 18, 2021,] [added: 16, 2022,] there were [removed: 2,081] [added: 1,990] holders of record of our common stock.

On February [removed: 23, 2019,] [added: 16, 2021,] our Board [removed: authorized] [added: approved] a [removed: $3.0] [added: $5.0] billion share repurchase program.

On February [removed: 16, 2021,] [added: 28, 2022,] our Board approved a new $5.0 billion share repurchase [removed: program,] [added: authorization,] replacing the [removed: existing] [added: then-existing] program, which had [removed: $1.7] [added: $1.6] billion remaining available for repurchases as of January [removed: 30, 2021.][added: 29, 2022.]

During fiscal [removed: 2021] [added: 2022,] we repurchased and retired [removed: 3.1] [added: 32.2] million shares at a cost of [removed: $318 million.][added: $3.5 billion.]

Between the end of fiscal [removed: 2021] [added: 2022] on January [removed: 30, 2021,] [added: 29, 2022,] and March [removed: 18, 2021,] [added: 16, 2022,] we repurchased an incremental [removed: 8.1] [added: 2.4] million shares of our common stock at a cost of [removed: $873] [added: $239] million.

On [removed: February 25, 2021,] [added: March 3, 2022,] we announced our plans to spend [removed: at least $2] [added: approximately $1.5] billion on share repurchases in fiscal [removed: 2022.][added: 2023.]

[removed: The following table presents information] [added: Information] regarding our repurchases of common stock during the fourth quarter of fiscal [removed: 2021:][added: 2022 was as follows:]

| [removed: Fiscal Period] [added: Period] | Total Number‎of Shares‎Purchased | | | Average Price‎Paid per Share | | | | Total Number of Shares‎Purchased as Part of Publicly Announced Program | | | Approximate [added: Dollar] Value‎of Shares that May Yet Be‎Purchased Under the Program(1) | | |

Share repurchases prior to February [removed: 16, 2021,] [added: 28, 2022,] will be made under [removed: our] [added: the] February [removed: 2019 $3.0 billion] [added: 2021] share repurchase program and thereafter will be made under our February [removed: 2021 $5.0 billion] [added: 2022] share repurchase program.

For additional information, see [added: “Share Repurchases and Dividends” in Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, and] Note 9, [removed: *Shareholders'] [added: *Shareholders’] Equity*, of the Notes to [removed: the] Consolidated Financial [removed: Statements] [added: Statements,] included in Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K.

The graph assumes an investment of $100 at the close of trading on January [removed: 30, 2016,] [added: 28, 2017,] the last trading day of fiscal [removed: 2016,] [added: 2017,] in our common stock, the S&P 500 and the S&P Retailing Group.

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129x10kg002.jpg)]

| Fiscal Years Ended | January [removed: 30, 2016 | | | | January] 28, 2017 | | | | February 3, 2018 | | | | February 2, 2019 | | | | February 1, 2020 | | | | January 30, 2021 | | | [added: | January 29, 2022 | | |]

| Oct. 31, 2021 through Nov. 27, 2021 | 3,028,950 | | | $ | 128.88 | | | 3,028,950 | | | $ | 2,971,571,060 | |

| Nov. 28, 2021 through Jan. 1, 2022 | 9,708,461 | | | $ | 102.02 | | | 9,708,461 | | | $ | 1,981,118,947 | |

| Jan. 2, 2022 through Jan. 29, 2022 | 3,628,413 | | | $ | 100.73 | | | 3,628,413 | | | $ | 1,615,616,656 | |

| Total fiscal 2022 fourth quarter | 16,365,824 | | | $ | 106.71 | | | 16,365,824 | | | $ | 1,615,616,656 | |

(1)On February 28, 2022, our Board approved a new $5.0 billion share repurchase authorization, replacing the existing program approved in February 2021.

![Chart, line chart

| Best Buy Co., Inc. | $ | 100.00 | | | $ | 167.99 | | | $ | 141.53 | | | $ | 210.84 | | | $ | 278.42 | | | $ | 256.34 | |

| S&P 500 | $ | 100.00 | | | $ | 126.41 | | | $ | 123.48 | | | $ | 150.26 | | | $ | 176.18 | | | $ | 217.21 | |

| S&P Retailing Group | $ | 100.00 | | | $ | 148.34 | | | $ | 159.89 | | | $ | 190.43 | | | $ | 278.09 | | | $ | 296.49 | |

\[Reserved\].

We temporarily suspended all share repurchases from March to November of fiscal 2021 to conserve liquidity in light of COVID-19-related uncertainties.

| | | | | | | | | | | | | | |

| Nov. 1, 2020 through Nov. 28, 2020 | 103,308 | | | $ | 113.88 | | | 103,308 | | | $ | 1,923,000,000 | |

| Nov. 29, 2020 through Jan. 2, 2021 | 1,316,868 | | | $ | 103.45 | | | 1,316,868 | | | $ | 1,787,000,000 | |

| Jan. 3, 2021 through Jan. 30, 2021 | 1,029,350 | | | $ | 110.76 | | | 1,029,350 | | | $ | 1,673,000,000 | |

| Total fiscal 2021 fourth quarter | 2,449,526 | | | $ | 106.96 | | | 2,449,526 | | | $ | 1,673,000,000 | |

(1)At the beginning of the fourth quarter of fiscal 2021, there was $1.9 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 $262 million we purchased in the fourth quarter of fiscal 2021 pursuant to such program.

| Best Buy Co., Inc. | $ | 100.00 | | | $ | 162.91 | | | $ | 273.68 | | | $ | 230.58 | | | $ | 343.49 | | | $ | 453.59 | |

| S&P 500 | $ | 100.00 | | | $ | 120.04 | | | $ | 151.74 | | | $ | 148.23 | | | $ | 180.37 | | | $ | 211.48 | |

| S&P Retailing Group | $ | 100.00 | | | $ | 120.09 | | | $ | 174.49 | | | $ | 186.29 | | | $ | 219.46 | | | $ | 316.05 | |

Selected Financial Data.

The following table presents our selected financial data.

The table should be read in conjunction with Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations*, and Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K.

Five-Year Financial Highlights

*$ in millions, except per share amounts*

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal Year | | 2021 | | | | 2020(1) | | | | 2019 | | | | 2018(2) | | | | 2017 | | |

| Consolidated Statements of Earnings Data | | | | | | | | | | | | | | | | | | | | |

| Revenue | | $ | 47,262 | | | $ | 43,638 | | | $ | 42,879 | | | $ | 42,151 | | | $ | 39,403 | |

| Operating income | | $ | 2,391 | | | $ | 2,009 | | | $ | 1,900 | | | $ | 1,843 | | | $ | 1,854 | |

| Net earnings from continuing operations | | $ | 1,798 | | | $ | 1,541 | | | $ | 1,464 | | | $ | 999 | | | $ | 1,207 | |

| Gain from discontinued operations | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 1 | | | $ | 21 | |

| Net earnings | | $ | 1,798 | | | $ | 1,541 | | | $ | 1,464 | | | $ | 1,000 | | | $ | 1,228 | |

| Per Share Data | | | | | | | | | | | | | | | | | | | | |

| Diluted net earnings from continuing operations | | $ | 6.84 | | | $ | 5.75 | | | $ | 5.20 | | | $ | 3.26 | | | $ | 3.74 | |

| Net gain from discontinued operations | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 0.07 | |

| Diluted net earnings | | $ | 6.84 | | | $ | 5.75 | | | $ | 5.20 | | | $ | 3.26 | | | $ | 3.81 | |

| Cash dividends declared and paid | | $ | 2.20 | | | $ | 2.00 | | | $ | 1.80 | | | $ | 1.36 | | | $ | 1.57 | |

| Operating Statistics | | | | | | | | | | | | | | | | | | | | |

| Comparable sales growth(3) | | | 9.7 | % | | | 2.1 | % | | | 4.8 | % | | | 5.6 | % | | | 0.3 | % |

| Gross profit rate | | | 22.4 | % | | | 23.0 | % | | | 23.2 | % | | | 23.4 | % | | | 24.0 | % |

| Selling, general and administrative expenses rate | | | 16.8 | % | | | 18.3 | % | | | 18.7 | % | | | 19.0 | % | | | 19.2 | % |

| Operating income rate | | | 5.1 | % | | | 4.6 | % | | | 4.4 | % | | | 4.4 | % | | | 4.7 | % |

| Year-End Data | | | | | | | | | | | | | | | | | | | | |

| Current ratio(4) | | | 1.2 | | | | 1.1 | | | | 1.2 | | | | 1.3 | | | | 1.5 | |

| Total assets | | $ | 19,067 | | | $ | 15,591 | | | $ | 12,901 | | | $ | 13,049 | | | $ | 13,856 | |

| Debt, including current portion | | $ | 1,377 | | | $ | 1,271 | | | $ | 1,388 | | | $ | 1,355 | | | $ | 1,365 | |

| Total equity | | $ | 4,587 | | | $ | 3,479 | | | $ | 3,306 | | | $ | 3,612 | | | $ | 4,709 | |

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 January [removed: 30, 2021,] [added: 29, 2022,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated Framework (2013).* Based on our assessment, we have concluded that our internal control over financial reporting was effective as of January [removed: 30, 2021.][added: 29, 2022.]

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended January [removed: 30, 2021,] [added: 29, 2022,] included in Item 8, *Financial Statements and Supplementary Data,* of this Annual Report on Form 10-K, has issued an unqualified attestation report on our internal control over financial reporting as of January [removed: 30, 2021.][added: 29, 2022.]

We have audited the accompanying consolidated balance sheets of Best Buy Co., Inc. and subsidiaries (the "Company") as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] 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 January [removed: 30, 2021,] [added: 29, 2022,] and the related notes (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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 19, 2021,] [added: 18, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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: US] [added: U.S.] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Vendor [removed: Allowances — Refer] [added: Allowances — Refer] to Note 1 to the financial statements

Other promotional allowances not specifically related to volume of purchases or sales, such as advertising and [removed: placement] [added: placement,] are recognized as a reduction to cost of sales ratably over the corresponding performance period.

Goodwill [removed: —] [added: –] Best Buy Health Reporting Unit — Refer to Note 1 to the financial statements

The goodwill balance was [removed: $986] [added: $1,384] million as of January [removed: 30, 2021,] [added: 29, 2022,] of which [removed: $542] [added: $893] million was related to the Best Buy Health reporting unit.

[removed: March 19, 2021][added: | | | | | | | 2021 | | | | | | | | | | |]

We have served as the Company's auditor since [removed: 2006.][added: 2005.]

We have audited the internal control over financial reporting of Best Buy Co., Inc. and subsidiaries (the “Company”) as of January [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control — Integrated Framework (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 January [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control — Integrated Framework (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 as of and for the year ended January [removed: 30, 2021,] [added: 29, 2022,] of the Company and our report dated March [removed: 19, 2021,] [added: 18, 2022,] expressed an unqualified opinion on those financial statements.

| | January [added: 29, 2022 | | | | January] 30, 2021 | | | | February 1, 2020 | | |

| Cash and cash equivalents | $ | [added: 2,936 | | | $ |] 5,494 | | | $ | 2,229 | |

| Receivables, net | | [removed: 1,061] [added: 1,042] | | | | [removed: 1,149] [added: 1,061] | |

| Merchandise inventories | | [removed: 5,612] [added: 5,965] | | | | [removed: 5,174] [added: 5,612] | |

| Other current assets | | [removed: 373] [added: 596] | | | | [removed: 305] [added: 373] | |

| Total current assets | | [removed: 12,540] [added: 10,539] | | | | [removed: 8,857] [added: 12,540] | |

| Land and buildings | | [removed: 658] [added: 671] | | | | [removed: 650] [added: 658] | |

| Leasehold improvements | | [removed: 2,192] [added: 2,160] | | | | [removed: 2,203] [added: 2,192] | |

| Fixtures and equipment | | [removed: 6,333] [added: 5,419] | | | | [removed: 6,286] [added: 6,333] | |

| Property under finance leases | | [removed: 73] [added: 91] | | | | [removed: 89] [added: 73] | |

| Gross property and equipment | | [removed: 9,256] [added: 8,341] | | | | [removed: 9,228] [added: 9,256] | |

| Less accumulated depreciation | | [removed: 6,996] [added: 6,091] | | | | [removed: 6,900] [added: 6,996] | |

| [removed: Net] [added: Total] property and [removed: equipment] [added: equipment, net] | [added: $] | [added: 2,250 | | | $ |] 2,260 | | | [added: $] | 2,328 | |

| Operating lease assets | | [removed: 2,612] [added: 2,654] | | | | [removed: 2,709] [added: 2,612] | |

| Goodwill | | [removed: 986] [added: 1,384] | | | | [removed: 984] [added: 986] | |

| Other assets | | [removed: 669] [added: 677] | | | | [removed: 713] [added: 669] | |

| [removed: Total assets] [added: Total assets] | $ | [added: 17,504 | | | $ |] 19,067 | | | $ | 15,591 | |

| Accounts payable | $ | [removed: 6,979] [added: 6,803] | | | $ | [removed: 5,288] [added: 6,979] | |

| Unredeemed gift card liabilities | | [removed: 317] [added: 316] | | | | [removed: 281] [added: 317] | |

| Deferred revenue | | [removed: 711] [added: 1,103] | | | | [removed: 501] [added: 711] | |

| Accrued compensation and related expenses | | [removed: 725] [added: 845] | | | | [removed: 410] [added: 725] | |

| Accrued liabilities | | [removed: 972] [added: 946] | | | | [removed: 906] [added: 972] | |

| Short-term debt | | [removed: 110] [added: \-] | | | | [removed: \-] [added: 110] | |

| Current portion of operating lease liabilities | | [removed: 693] [added: 648] | | | | [removed: 660] [added: 693] | |

| Current portion of long-term debt | | [removed: 14] [added: 13] | | | | 14 | |

*Critical Audit Matter Description*

March 18, 2022

March 18, 2022

| Equity in income of affiliates | | 4 | | | | \- | | | | \- | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | \- | | | | \- | | | | \- | | | | 2,454 | | | | \- | | | | 2,454 | |

| Repurchase of common stock | | (32.2) | | | | (3) | | | | (184) | | | | (3,317) | | | | \- | | | | (3,504) | |

| Balances as of January 29, 2022 | | 227.4 | | | $ | 23 | | | $ | \- | | | $ | 2,668 | | | $ | 329 | | | $ | 3,020 | |

We are driven by our purpose to enrich lives through technology and our vision to personalize and humanize technology solutions for every stage of life.

We accomplish this by leveraging our combination of technology 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.

We have operations in the U.S. and Canada.

Refer to Note 3, *Restructuring*, for additional information on our Mexico exit.

We acquired Current Health Ltd. (“Current Health”) and Two Peaks, LLC d/b/a Yardbird Furniture (“Yardbird”) during the fourth quarter of fiscal 2022, and Critical Signal Technologies, Inc. (“CST”) and BioSensics, LLC (“BioSensics”) in fiscal 2020.

At various times throughout fiscal 2021, we operated our stores with a contactless, curbside-only operating model and temporarily suspended in-home delivery, repair and consultation services.

Throughout fiscal 2022, most of our stores remained open as we continued to navigate the pandemic and its resurgences with a focus on the health and safety of our customers and employees.

We also claimed employee retention credits of $81 million in fiscal 2021 that were recorded as an offset to the related employee expenses within Selling, general and administrative (“SG&A”) expenses.

In the fourth quarter of fiscal 2022, we prospectively adopted Accounting Standards Update (“ASU”) 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,* issued by the Financial Accounting Standards Board.

This ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, *Revenue from Contracts with Customers (Topic 606)*.

The update will generally result in the recognition of contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value.

The adoption of the new standard did not have a material impact on our results of operations, cash flows or financial position.

Amounts included in restricted cash are primarily restricted to use for self-insurance liabilities and product protection plans provided under our Best Buy Totaltech membership offering.

No other triggering events were identified for the periods presented.

| | January 29, 2022 | | | | January 30, 2021 | | |

Forfeitures are expensed as incurred or upon termination.

*Current Health Ltd.*

Current Health is a care-at-home technology platform that brings together remote patient monitoring, telehealth and patient engagement into a single solution for healthcare organizations.

The acquisition of Current Health is aligned with our focus in virtual care to enable people in their homes to connect seamlessly with their health care providers.

The purchase price allocation for the assets acquired and liabilities assumed is substantially complete, but may be subject to changes as we complete our valuation analysis in fiscal 2023.

The acquired assets included $351 million of goodwill that was assigned to our Best Buy Health reporting unit and was not deductible for income tax purposes.

*Two Peaks, LLC d/b/a Yardbird Furniture*

On November 4, 2021, we acquired all of the outstanding shares of Two Peaks, LLC d/b/a Yardbird Furniture (“Yardbird”) for net cash consideration of $79 million.

The acquisition of Yardbird, a direct-to-consumer outdoor furniture company, expands our assortment in categories like outdoor living, as more and more consumers look to make over or upgrade their outdoor living spaces.

The purchase price allocation for the assets acquired and liabilities assumed is substantially complete, but may be subject to changes as we complete our valuation analysis in fiscal 2023.

The acquisition was accounted for using the acquisition method of accounting for business combinations and was not material to the results of our operations.

All remaining stores in Mexico were closed in the first quarter of fiscal 2022, and we do not expect to incur material future restructuring charges.

| Termination benefits | Restructuring charges | | | | | | (40) | | | | (1) | | | | (41) | |

| | | | | | | $ | (40) | | | $ | (1) | | | $ | (41) | |

| | Statement of Earnings Location | | | | | Domestic | | | | International | | | | Total | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | /s/ Corie Barry | | | | /s/ Matthew Bilunas | | | | |

| | Corie Barry, Chief Executive Officer | | | | Matthew Bilunas, Chief Financial Officer | | | | |

| | *(duly authorized and principal executive officer)* | | | | *(duly authorized and principal financial officer)* | | | | |

Change in Accounting Principle

The Company changed its method of accounting for leases in fiscal year 2020 due to the adoption of Accounting Standards Update No. 2016-02 *Leases* (Topic 842).

Our opinion is not modified with respect to this matter.

| | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of February 3, 2018 | 283 | | | $ | 28 | | | $ | \- | | | $ | 3,270 | | | $ | 314 | | | $ | 3,612 | |

| Repurchase of common stock | (21) | | | | (1) | | | | (167) | | | | (1,325) | | | | \- | | | | (1,493) | |

| Adoption of ASU 2016-02 | \- | | | | \- | | | | \- | | | | (22) | | | | \- | | | | (22) | |

Our purpose is to enrich lives through technology.

During the third quarter of fiscal 2021 we made the decision to exit our operations in Mexico.

In fiscal 2019 we acquired all of the outstanding shares of GreatCall, Inc. (“GreatCall”).

Except where otherwise directed by state and local authorities, we made the decision for the health and safety of our customers and employees to move our stores to a contactless, curbside-only operating model in the fiscal first quarter.

We also temporarily suspended in-home delivery, repair and consultation services.

At the beginning of the fiscal second quarter, we started welcoming customers back into our stores by offering an in-store consultation service to customers, by appointment only.

On June 15, 2020, we began allowing customers to shop without an appointment at more than 800 stores across the U.S. As of June 22, 2020, almost all of our stores were open for shopping.

In light of the uncertainty surrounding the impact of COVID-19 and to maximize liquidity, we executed a short-term draw on the full amount of our $1.25 billion five year senior unsecured revolving credit facility (the “Facility”) on March 19, 2020, that remained outstanding until July 27, 2020, when the amounts we had borrowed under the Facility were repaid in full.

See Note 8, *Debt*, for additional information on the Facility.

In March 2020 we also announced the temporary suspension of all share repurchases which we resumed in November 2020.

Based on our analysis of the CARES Act, we reduced our SG&A expenses in fiscal 2021 by $81 million for employee retention credits.

The COVID-19 pandemic remains an evolving situation.

The extent of the impact of COVID-19 on our business and financial results will depend on future developments, including the duration 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.

In order to align our fiscal reporting periods and comply with statutory filing requirements, we consolidate the financial results of our Mexico operations on a one-month lag.

Our policy is to accelerate recording the effect of events occurring in the lag period that significantly affect our consolidated financial statements.

Other than as disclosed in Note 2, *Restructuring*, no such events were identified for the reported periods that would have materially affected our financial condition, results of operations, liquidity or other factors had they been recorded during fiscal 2021, fiscal 2020 or fiscal 2019.

In the first quarter of fiscal 2021 we prospectively adopted the following Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board, all of which had an immaterial impact on our results of operations, cash flows and financial position.

ASU 2016-13, *Measurement of Credit Losses on Financial Instruments*

ASU 2017-04, *Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment*

ASU 2018-13, *Fair Value Measurement - Disclosure Framework (Topic 820)*

ASU 2018-15, *Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contrac*t

Our CODM relies on internal management reporting that analyzes enterprise results to the net earnings level and reportable segment results to the operating income level.

We aggregate our Best Buy Domestic and Best Buy Health operating segments into one Domestic reportable segment.

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 January [removed: 30, 2021.][added: 29, 2022.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January [removed: 30, 2021,] [added: 29, 2022,] our disclosure controls and procedures were effective.

There were no changes in internal control over financial reporting during the fiscal fourth quarter ended January [removed: 30, 2021,] [added: 29, 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Not applicable.

PART III

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the [removed: 2021] [added: 2022] Regular Meeting of [removed: Shareholders,] [added: Shareholders (the “2022 Proxy Statement”),] which is expected to be filed with the SEC on or before May [removed: 31, 2021.][added: 27, 2022.]

We adopted a Code of [removed: Business] Ethics that applies to our directors and all of our employees, including our principal executive officer, our principal financial officer and our principal accounting officer.

Our Code of [removed: Business] Ethics is available on our website at *www.investors.bestbuy.com*.

A copy of our Code of [removed: Business] Ethics may also be obtained, without charge, upon written request to Best Buy Co., Inc. Investor Relations Department at 7601 Penn Avenue South, Richfield, MN 55423-3645.

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 [removed: 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 at *www.investors.bestbuy.com*.

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2021 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2021.

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Securities Authorized for Issuance Under Equity Compensation Plans

Information about our common stock that may be issued under our equity compensation plans as of January 30, 2021, was as follows:

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | Securities to Be Issued Upon Exercise of Outstanding Options and Rights(1) | | | Weighted Average Exercise Price per Share of Outstanding Options and Rights(2) | | | | Securities Available for Future Issuance Under Equity Compensation Plans(3) | |

| Equity compensation plans approved by security holders | 3,554,273 | | | $ | 57.83 | | | 25,928,855 | |

(1)Includes grants of stock options and restricted stock units (which may be market-based, performance-based or time-based) awarded under our Best Buy Co., Inc. Omnibus 2020 Incentive Plan.

(2)Includes weighted-average exercise price of outstanding stock options only.

(3)Excludes securities to be issued upon exercise of outstanding options and rights.

Includes 3,624,848 shares of our common stock which have been reserved for issuance under our 2008 and 2003 Employee Stock Purchase Plans.

Security Ownership of Certain Beneficial Owners and Management

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2021 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2021.

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2021 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2021.

The information required by this Item related to our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34) is incorporated by reference to the applicable information in the 2022 Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the 2021 Regular Meeting of Shareholders, which is expected to be filed with the SEC on or before May 31, 2021.

| | | | | Incorporated by Reference | | | | | | Filed | [added: | |]

| Exhibit No. | | Exhibit Description | | Form | | Exhibit | | Filing Date | | [added: |] Herewith | [added: |]

| [3.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000040/bby-20200611xex3_1.htm) | | [Amended and Restated Articles of Incorporation](https://www.sec.gov/Archives/edgar/data/764478/000076447820000040/bby-20200611xex3_1.htm) | | 8-K | | 3.1 | | 6/12/2020 | | | [added: | |]

| [3.2](https://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm) | | [Amended and Restated By-Laws](https://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm) | | 8-K | | 3.1 | | 6/14/2018 | | | [added: | |]

| [4.1](https://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm) | | [Form of Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee](https://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm) | | S-3ASR | | 4.1 | | 3/8/2011 | | | [added: | |]

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | | [removed: [Form of First] [added: [Third] Supplemental Indenture, [added: dated as of September 27, 2018,] to [removed: be] [added: the Indenture] dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as [removed: successor trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465911013761/a11-7701_1ex4d2.htm)] [added: successor](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | | 8-K | | [removed: 4.2] [added: 4.1] | | [removed: 3/11/2011] [added: 9/27/2018] | | | [added: | |]

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] | | [removed: [Second Supplement] [added: [Fourth Supplemental] Indenture, dated as of [removed: July 16, 2013,] [added: October 1, 2020,] to the [removed: Indenture] [added: Indenture,] dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor [removed: trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465913054728/a13-16198_5ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] | | 8-K | | 4.1 | | [removed: 7/16/2013] [added: 10/1/2020] | | | [added: | |]

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000032/bby-20210518xex10_1.htm)] | | [Five-Year Credit Agreement dated as of [removed: April 17, 2018,] [added: May 18, 2021,] among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/764478/000076447818000015/exhibit10142018-rcf.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000032/bby-20210518xex10_1.htm)] | | 8-K | | 10.1 | | [removed: 4/20/2018] [added: 5/20/2021] | | | [added: | |]

| [*10.2](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm) | | [Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm) | | S-8 | | 99 | | 7/15/2011 | | | [added: | |]

| [*10.3](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm) | | [2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm) | | 10-K | | 10.7 | | 4/28/2010 | | | [added: | |]

| [removed: [*10.4](https://www.sec.gov/Archives/edgar/data/764478/000076447812000093/bby8412ex103.htm)] [added: [*10.7](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | | [Form of [removed: Long-Term] [added: Best Buy Co., Inc. Long Term] Incentive Program [removed: Buy-Out] Award Agreement [removed: dated September 4, 2012, between Hubert Joly and Best Buy Co., Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447812000093/bby8412ex103.htm)] [added: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | | 10-Q | | [removed: 10.3] [added: 10.1] | | [removed: 9/6/2012] [added: 12/5/2014] | | | [added: | |]

| [removed: [*10.5](https://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] [added: [*10.21](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_2.htm)] | | [Employment Agreement, dated [removed: August 19, 2012,] [added: April 13, 2019,] between [removed: Hubert Joly] [added: Corie Barry] and Best Buy Co., [removed: Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447812000083/exhibit10182112.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_2.htm)] | | 8-K | | [removed: 10.1] [added: 10.2] | | [removed: 8/21/2012] [added: 4/15/2019] | | | [added: | |]

| [removed: [*10.6](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] [added: [*10.4](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] | | [Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. Schulze](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm) | | 8-K | | 99.2 | | 3/25/2013 | | | [added: | |]

| [removed: [*10.7](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] [added: [*10.5](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm) | | 10-K | | 10.19 | | 3/28/2014 | | | [added: | |]

| [removed: [*10.8](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] [added: [*10.6](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] | | [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm) | | 10-K | | 10.20 | | 3/28/2014 | | | [added: | |]

| [removed: [*10.9](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] [added: [*10.12](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | | [Form of Best Buy Co., Inc. [removed: Long Term] [added: Long-Term] Incentive Program Award Agreement [removed: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] [added: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | | 10-Q | | 10.1 | | [removed: 12/5/2014] [added: 6/9/2016] | | | [added: | |]

| [removed: [*10.10](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] [added: [*10.8](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] | | [Best Buy Co., Inc. 2014 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm) | | S-8 | | 99 | | 6/17/2014 | | | [added: | |]

| [removed: [*10.11](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] [added: [*10.9](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] | | [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm) | | 10-Q | | 10.1 | | 9/10/2014 | | | [added: | |]

| [removed: [*10.12](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] [added: [*10.10](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] | | [Best Buy Sixth Amended and Restated Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm) | | 10-K | | 10.19 | | 3/31/2015 | | | [added: | |]

| [removed: [*10.13](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] [added: [*10.11](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2015)](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm) | | 10-Q | | 10.1 | | 9/4/2015 | | | [added: | |]

| [removed: [*10.14](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] [added: [*10.14](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement [removed: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] [added: (2017) - Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | | 10-Q | | 10.1 | | [removed: 6/9/2016] [added: 6/5/2017] | | | [added: | |]

| [removed: [*10.15](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] [added: [*10.13](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm) | | 10-Q | | 10.2 | | 6/9/2016 | | | [added: | |]

| [removed: [*10.16](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] [added: [*10.15](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] [added: Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] | | 10-Q | | [removed: 10.1] [added: 10.2] | | 6/5/2017 | | | [added: | |]

| [removed: [*10.17](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] [added: [*10.19](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement [removed: (2017) -] [added: (2018) –] Restricted Stock [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] [added: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] | | 10-Q | | 10.2 | | [removed: 6/5/2017] [added: 6/8/2018] | | | [added: | |]

| [removed: [*10.18](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] [added: [*10.16](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] | | [Best Buy Co., Inc. Amended & Restated 2014 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm) | | S-8 | | 99 | | 6/21/2017 | | | [added: | |]

| [removed: [*10.19](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] [added: [*10.17](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for U.S. Directors (2017)](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm) | | 10-Q | | 10.2 | | 9/5/2017 | | | [added: | |]