Best Buy (BBY) 10-K risk factor changes: FY2023 vs FY2022

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

Macroeconomic [removed: pressures in the markets in which we operate,] [added: pressures,] including, but not limited to, the [removed: effects of COVID-19,] [added: current geopolitical climate,] may adversely affect consumer spending and our financial results.

- their appetite for complementary services (for example, [removed: protection plans).][added: Best Buy Totaltech).]

Real GDP growth, [added: inflation (including wage inflation),] consumer confidence, the COVID-19 pandemic, [removed: inflation (including wage inflation),] employment [removed: levels (including as a result of an increasingly tight job market),] [added: levels,] oil prices, [removed: interest rates,] [added: interest,] tax [added: and foreign currency exchange] rates, availability of consumer financing, housing market conditions, [removed: foreign currency exchange rate fluctuations,] [added: limitations on a government’s ability to borrow and/or spend capital,] costs for items such as fuel and [removed: food] [added: food, any recession (and resulting corresponding declines in consumer sentiment) in response at least in part to central banks’ actions to reduce inflation, bank failures or limited liquidity in accessing bank deposits,] and other macroeconomic trends can adversely affect consumer demand for the products and services that we offer.

For example, the [removed: ultimate impact of the] conflict in Ukraine [removed: on] [added: may continue to significantly impact] fuel prices, inflation, the global supply chain and other macroeconomic [removed: conditions is unknown and could materially] [added: conditions, which may further] adversely affect global economic growth, consumer confidence and demand for our products and services.

The conflict in Ukraine [removed: may also exacerbate] [added: has exacerbated] geopolitical tensions globally.

[removed: Similarly, further] [added: 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.

Catastrophic [removed: events] [added: events, including global pandemics such as the COVID-19 pandemic,] could adversely affect our operating results.

- [added: earthquakes,] floods, fires or other catastrophes affecting our properties, employees or customers; [removed: or]

We operate in a highly and increasingly dynamic industry sector fueled by constant [removed: technology] [added: technological] innovation and disruption.

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

The retail sector [removed: has experienced an immense increase in] [added: continues to experience increased] sales initiated online and using mobile applications, as well as online sales for both in-store or curbside pick-up.

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 [removed: has] increased during the [added: COVID-19] pandemic, and there is an ongoing need to recruit and train new employees.

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

As we introduce new products and services, [removed: using new technologies and applications,] we may have limited experience in these newer markets and regulatory environments and our customers may not like our new value propositions.

[removed: The] [added: For example, 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 [removed: agencies, including] [added: agencies including, but not limited to,] the U.S. Food and Drug Administration (“FDA”).

Non-compliance with conditions imposed by regulatory authorities could result in product recalls, a temporary ban on products, stoppages at production facilities, remediation costs, [added: orders to stop providing services,] fines or claims for damages.

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

- increased pressure on margins [removed: as we roll out] [added: from] our [added: Best Buy] 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;

In fiscal [removed: 2022,] [added: 2023,] our 20 largest suppliers accounted for approximately 79% of the merchandise we purchased, with five suppliers – Apple, Samsung, HP, LG and Sony - representing approximately [removed: 56%] [added: 57%] of total merchandise purchased.

Our profitability depends on [removed: our] securing acceptable terms with our vendors for, among other things, the price of merchandise we purchase from them, funding for various forms of promotional programs, payment terms, allocations of merchandise, development of compelling assortments of products, operation of vendor-focused shopping experiences within our stores and terms covering returns and factory warranties.

While we believe we offer capabilities that these vendors value and depend upon to varying degrees, our vendors may be able to leverage their competitive advantages [removed: -] [added: ] for example, their financial strength, the strength of their brands with customers, their own stores or online channels or their relationships with other retailers [removed: -] [added: ] to our commercial disadvantage.

- different and incremental business [added: and other] risks of the new venture not identified in our diligence assessments;

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

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

- diseases, pandemics (including COVID-19), outbreaks and other health-related concerns; [added: and]

- increasing transportation [removed: costs; and][added: costs.]

Any disruption to, or inefficiency in, our supply chain network, whether due to geopolitical conflicts, [added: the] COVID-19 [added: pandemic] or other factors, could damage our revenue and profitability.

We utilize third-party vendors for certain aspects of our operations, and any material disruption in our [removed: relationship] [added: relationships] or their services may have an adverse impact on our business.

Most of these products are manufactured by contract manufacturers [removed: based] in [removed: southeast] [added: China and Southeast] Asia.

- we have experienced and [removed: are likely to] [added: may] continue to experience disruptions in manufacturing and logistics due to [removed: COVID-19,] [added: the COVID-19 pandemic,] and we may experience disruptions in manufacturing or logistics in the future due to inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key manufacturers, other diseases or pandemics, unforeseen natural disasters or geopolitical crises, such as the conflict in Ukraine and this conflict’s potential impact on global geopolitical tensions, including with China or between China and Taiwan;

- our operations may be disrupted by trade disputes or excessive tariffs, including any future trade disputes or future phases of trade negotiations with China, and we may not be able to source alternatives quickly enough to avoid interruptions in product supply; [added: and]

- we may be unable to obtain or adequately protect patents and other intellectual property rights on our exclusive brands products or manufacturing [removed: processes; and][added: processes.]

We rely heavily on these information technology systems to manage all key aspects of our business, including demand forecasting, purchasing, supply chain management, point-of-sale processing, services [removed: fulfillment,] [added: fulfillment (including, for example, our Urgent Response service provided by Best Buy Health),] staff planning and deployment, financial management, reporting and forecasting and safeguarding critical and sensitive information.

Our information technology systems and those of our partners are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, worms, other malicious computer programs, denial-of-service attacks, security breaches (through cyber-attacks and other malicious actions, including [removed: the recent increasing use of “ransomware”] [added: ransomware] and phishing attacks), catastrophic events (such as fires, tornadoes, earthquakes and hurricanes) and usage errors by our employees.

The failure or interruption of these information systems, data [removed: centers] [added: centers, cloud platforms] or their backup systems could significantly disrupt our business and cause higher costs and lost revenues and could threaten our ability to remain in operation.

Disruptions to these services, such as those caused by unforeseen traffic levels, malicious attacks by governments, criminals or other non-state actors, other technical difficulties or events outside of our control, such as natural disasters, power or telecommunications failures or loss of critical data, could prevent us from accepting and fulfilling customer orders for products or services, which could cause us to forgo material revenues and incur material [removed: costs] [added: costs,] and could adversely affect our reputation.

Further, as our online [added: interactions and] sales have increased and have become critical to our growth, and as [removed: we have shifted to remote working arrangements for] many [removed: employees,] [added: employees now use hybrid or full-time remote-working arrangements,] the risk of any interruption of our information technology system capabilities is heightened, as well as the risk that customer demand exceeds the capacity of our online operations.

Furthermore, because the methods used to obtain unauthorized access change frequently and may not be immediately detected, [added: and given the potentially disruptive nature of emerging technologies,] we may be unable to anticipate such attacks or promptly and effectively respond to them.

- power loss, telecommunications failures, or software or hardware malfunctions; or

The adverse effects of any such catastrophic event would be exacerbated if experienced at the same time as another unexpected and adverse event, such as the COVID-19 pandemic.

These risks have included or may in the future continue to include: (i) significant reductions in customer visits to, and spending at, our stores; (ii) significant disruptions to our supply chain; (iii) fluctuating consumer spending, particularly in light of the provision of government stimulus funds; (iv) novel changes to our operations, such as the roll-out of contactless, curbside pick-up for our goods, (v) the implementation of safety standards by various state and federal agencies; (vi) risks related to the shift in channels in which customers choose to engage us, such as by switching to online shopping, which may affect our profitability; and (vii) our ability to finance our operations.

The emergence of new and more transmissible, more virulent, and/or immune-evading SARS-COV-2 variants could exacerbate these risks.

Third parties may commit fraud while using our brand without our permission, possibly harming brand perception or reputation.

- the financial, operational and business impact of evolving regulations governing data privacy and security, including limitations on the collection, use or sharing of information; consumer rights to access, delete or limit/opt-out of the use of information; or litigation arising from new private rights of action;

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to cybersecurity and environmental, social and governance matters, that could expose us to numerous risks.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.

These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain.

In addition, increasingly regulators, customers, investors, employees and other stakeholders are focusing on cybersecurity and environmental, social and governance (“ESG”) matters and related disclosures.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

For example, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s recently proposed climate-related reporting requirements, and similar proposals by other international regulatory bodies.

We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG-related matters, in our SEC filings or in other public disclosures.

These initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure.

Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals.

If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.

During fiscal 2023, our International segment’s operations generated approximately 8% of our revenue.

We typically hold material balances of cash, cash equivalents and/or short-term investments and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to these assets.

Future pandemics may also introduce similar risks.

Risks Related to Sales and Customer Demand: At various times throughout the 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 and scope of the 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; 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.

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

After the pandemic, consumers might shift their spending back towards categories or industries that were affected by the pandemic and away from consumer electronic categories.

In addition, the pandemic has caused some products and services to be in high demand, and we may not be able to meet this demand in all of our categories due to product shortages or decisions by our vendors to allocate products to certain customers due to the circumstances resulting from the pandemic, and our vendors may increase prices, each of which may adversely impact our revenue and profitability.

The pandemic has negatively impacted, and may continue to negatively 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 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 pandemic (including the potential emergence of new and more transmissible variants, such as the Delta and Omicron variants).

Our ability to continue to sell our products and services is highly dependent on our ability to maintain the safety of our customers and those employees who are needed to work at our stores and distribution facilities.

Failure to maintain the recommended or required safety standards as defined by the CDC, federal and state Occupational Safety and 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 continue to be significantly impacted by individuals contracting or being exposed to COVID-19 and its resurgences and by the availability and efficacy of vaccinations, particularly against new variants of COVID-19.

While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our customers and employees, these measures may not be successful, and we may be required to temporarily close distribution centers or stores from time to time, halt certain services or take other measures.

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.

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 may face an increased risk of litigation related to our operating environments.

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

Preparing for and responding to the continuing pandemic could divert management’s attention from our key strategic priorities; increase costs as we prioritize health and safety matters for our employees and customers; cause us to reduce, delay, alter or abandon initiatives that may otherwise increase our long-term value; or otherwise disrupt our business operations.

Risks Related to Profitability: To the extent the pandemic continues to cause fundamental shifts in the channels in which customers choose to engage us, our profitability may be adversely impacted.

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.

We also tend to see lower online revenue for certain 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 may be materially negatively impacted.

We have also incurred 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 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.

If we are unable to manage these costs and supply chain disruptions, our profitability may be adversely impacted.

Even after the pandemic subsides, we could experience a longer-term impact on our costs, for example, the need for enhanced health and hygiene and testing requirements to counteract the risk of future outbreaks.

In the event of 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: We may find it necessary to increase our cash position and our 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 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 obligations or will be available on terms consistent with our expectations.

COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we have identified in this section, which in turn could materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price.

Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

In addition, consumer preferences may be influenced even further as the social and economic environment navigates through the COVID-19 pandemic.

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.

- the COVID-19 pandemic and disruptions as a result of efforts to control or mitigate the pandemic (such as facility closures, governmental orders, outbreaks and/or transportation capacity).

- regulations regarding disclosure of efforts to identify the country of origin of “conflict minerals” in certain portions of our supply chain could increase the cost of doing business and, depending on the findings of our country-of-origin inquiry, could have an adverse effect on our reputation.

- the financial, operational and business impact of new regulations governing data privacy and security;

Further, as the COVID-19 pandemic and its resurgences persist, we will continue to face risk and uncertainty as it relates to federal, state and local government public health orders or mandates, which may restrict how we do business and potentially impact our performance 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.

[Refer to Item 7, [removed: *Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,*] [added: Operations,] in our Form 10-K for the fiscal year ended January [removed: 30, 2021,] [added: 29, 2022,] for discussion of the results of operations for the year ended January [removed: 30, 2021,] [added: 29, 2022,] compared to the year ended [removed: February 1, 2020,] [added: January 30, 2021,] which is incorporated by reference [removed: herein.](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130x10k.htm)][added: herein.](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129x10k.htm)]

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

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

Fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] included 52 weeks.

Comparable sales excludes the impact of revenue from discontinued [removed: operations] [added: operations, the impact of profit-share revenue from our services plan portfolio] and the effect of fluctuations in foreign currency exchange rates (applicable to our International segment only).

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

We believe that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, [removed: can] provide [removed: more] [added: additional useful] information [removed: to assist investors in] [added: for] evaluating current period performance and [removed: in] assessing future performance.

For these reasons, [removed: our] internal management [removed: reporting also includes] [added: reporting, including budgets, forecasts and financial targets used for short-term incentives are based on] non-GAAP financial measures.

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

Refer to the [removed: *Non-GAAP] [added: Non-GAAP] Financial [removed: Measures*] [added: Measures] section below for detailed reconciliations of items impacting non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted EPS in the presented periods.

[removed: 1.Customer] [added: During the first year of the pandemic, we said we believed customer] shopping behavior [removed: will] [added: would] be permanently changed in a way that is even more digital and puts customers entirely in control to shop how they want.

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

| Consolidated Performance Summary | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Revenue | $ | [removed: 51,761] [added: 46,298] | | | $ | [removed: 47,262] [added: 51,761] | | | $ | [removed: 43,638] [added: 47,262] | |

| Revenue % change | | [removed: 9.5] [added: (10.6)] | % | | | [removed: 8.3] [added: 9.5] | % | | | [removed: 1.8] [added: 8.3] | % |

| Comparable sales % change | | [removed: 10.4] [added: (9.9)] | % | | | [removed: 9.7] [added: 10.4] | % | | | [removed: 2.1] [added: 9.7] | % |

| Gross profit | $ | [removed: 11,640] [added: 9,912] | | | $ | [removed: 10,573] [added: 11,640] | | | $ | [removed: 10,048] [added: 10,573] | |

| Gross profit as a % of revenue(1) | | [removed: 22.5] [added: 21.4] | % | | | [removed: 22.4] [added: 22.5] | % | | | [removed: 23.0] [added: 22.4] | % |

| SG&A | $ | [removed: 8,635] [added: 7,970] | | | $ | [removed: 7,928] [added: 8,635] | | | $ | [removed: 7,998] [added: 7,928] | |

| SG&A as a % of revenue(1) | | [removed: 16.7] [added: 17.2] | % | | | [removed: 16.8] [added: 16.7] | % | | | [removed: 18.3] [added: 16.8] | % |

| Restructuring charges | $ | [removed: (34)] [added: 147] | | | $ | [removed: 254] [added: (34)] | | | $ | [removed: 41] [added: 254] | |

| Operating income | $ | [removed: 3,039] [added: 1,795] | | | $ | [removed: 2,391] [added: 3,039] | | | $ | [removed: 2,009] [added: 2,391] | |

| Operating income as a % of revenue | | [removed: 5.9] [added: 3.9] | % | | | [removed: 5.1] [added: 5.9] | % | | | [removed: 4.6] [added: 5.1] | % |

| Net earnings | $ | [removed: 2,454] [added: 1,419] | | | $ | [removed: 1,798] [added: 2,454] | | | $ | [removed: 1,541] [added: 1,798] | |

| Diluted earnings per share | $ | [removed: 9.84] [added: 6.29] | | | $ | [removed: 6.84] [added: 9.84] | | | $ | [removed: 5.75] [added: 6.84] | |

In fiscal [removed: 2022,] [added: 2023,] we generated [removed: $51.8] [added: $46.3] billion in revenue and our comparable sales [removed: increased 10.4%.][added: declined 9.9%.]

Revenue, [added: gross profit rate,] SG&A and operating income rate changes in fiscal [removed: 2022] [added: 2023] were primarily driven by our Domestic segment.

| Domestic Segment Performance Summary | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Revenue | $ | [removed: 47,830] [added: 42,794] | | | $ | [removed: 43,293] [added: 47,830] | | | $ | [removed: 40,114] [added: 43,293] | |

| Revenue % change | | [removed: 10.5] [added: (10.5)] | % | | | [removed: 7.9] [added: 10.5] | % | | | [removed: 2.1] [added: 7.9] | % |

| Comparable sales % change(1) | | [removed: 11.0] [added: (10.3)] | % | | | [removed: 9.2] [added: 11.0] | % | | | [removed: 2.3] [added: 9.2] | % |

| Gross profit | $ | [removed: 10,702] [added: 9,106] | | | $ | [removed: 9,720] [added: 10,702] | | | $ | [removed: 9,234] [added: 9,720] | |

| Gross profit as a % of revenue | | [removed: 22.4] [added: 21.3] | % | | | [removed: 22.5] [added: 22.4] | % | | | [removed: 23.0] [added: 22.5] | % |

| SG&A | $ | [removed: 7,946] [added: 7,332] | | | $ | [removed: 7,239] [added: 7,946] | | | $ | [removed: 7,286] [added: 7,239] | |

| SG&A as a % of revenue | | [removed: 16.6] [added: 17.1] | % | | | [removed: 16.7] [added: 16.6] | % | | | [removed: 18.2] [added: 16.7] | % |

| Restructuring charges | $ | [removed: (39)] [added: 140] | | | $ | [removed: 133] [added: (39)] | | | $ | [removed: 41] [added: 133] | |

| Operating income | $ | [removed: 2,795] [added: 1,634] | | | $ | [removed: 2,348] [added: 2,795] | | | $ | [removed: 1,907] [added: 2,348] | |

| Operating income as a % of revenue | | [removed: 5.8] [added: 3.8] | % | | | [removed: 5.4] [added: 5.8] | % | | | [removed: 4.8] [added: 5.4] | % |

| Total online revenue | $ | [removed: 16,430] [added: 14,212] | | | $ | [removed: 18,674] [added: 16,430] | | | $ | [removed: 7,640] [added: 18,674] | |

| Online revenue as a % of total segment revenue | | [removed: 34.4] [added: 33.2] | % | | | [removed: 43.1] [added: 34.4] | % | | | [removed: 19.0] [added: 43.1] | % |

We provide reconciliations of the most comparable financial measures presented in accordance with GAAP to presented non-GAAP financial measures that enable investors to understand the adjustments made in arriving at the non-GAAP financial measures and to evaluate performance using the same metrics as management.

Non-GAAP financial measures may be calculated differently from similarly titled measures used by other companies, thereby limiting their usefulness for comparative purposes.

During fiscal 2023, our team delivered strong execution and relentless focus on customer service during what continues to be a challenging environment for our industry.

Throughout the fiscal year, we remained committed to balancing our near-term response to current conditions and managing well what is in our control, while also advancing our strategic initiatives and investing in areas important for our long-term performance.

In fiscal 2023, digital sales comprised 33% of our Domestic revenue compared to 19% in fiscal 2020.

Sales via phone, chat and virtual have also remained significantly higher.

Even with that shift, our stores remain a cornerstone of our differentiation.

Not only was 67% of our Domestic revenue transacted in our stores, more than half of our identified customers engaged in cross-channel shopping experiences, and more than 40% of online sales were picked up in stores.

Further, we play an important role for our vendors as the only national consumer electronics specialty retailer who can showcase their products and help commercialize their new technology.

Therefore, we are focused on evolving our omnichannel retail strategy over time, including our portfolio of stores, operating model and digital tools, to provide customers with differentiated experiences and enhance our omnichannel fulfillment.

We continue to advance our other strategic initiatives as well.

We are building customer relationships through membership, including evolving our free My Best Buy program and our paid Best Buy Totaltech membership option.

In Best Buy Health, we are essentially nurturing a startup within a large-scale organization and leveraging Best Buy’s core assets, including the Geek Squad, to grow, build and establish the Care at Home space, an emerging part of the healthcare industry.

As we enter fiscal 2024, macroeconomic headwinds will likely result in continued pressure, and we are preparing for sales in the consumer electronics industry to decline again this year.

In particular, our customers are facing economic challenges from the dual pressures of high inflation and the resulting interest rate increases, and it is difficult to predict how such factors will impact us in the near term.

However, we expect several factors to drive the eventual return of industry growth over time, including the natural upgrade and replacement cycles for the technology bought earlier in the pandemic and continued vendor innovation.

In addition, macro technology trends like cloud, augmented reality and expanded broadband access have the potential to drive new products and demand.

While our product categories tend to experience slightly different timing nuances, in general, we believe they are poised for growth in the coming years.

In addition, we are continuing our expansion into newer categories like wellness technology, personal electric transportation, outdoor living and electric car charging.

We remain excited about our industry and our future.

There are more technology products than ever in people’s homes, technology is increasingly a necessity in our lives, and we believe we are uniquely there for our customers as they continue to navigate this innovative space.

Our comparable sales decline was due to multiple factors, including the following: (1) the lapping of strong sales in fiscal 2022 and fiscal 2021 that were driven by heightened demand during the pandemic for stay-at-home focused purchases and the benefit of government stimulus payments; (2) the shift of consumer spending back into service areas such as travel and entertainment and away from durable goods; and (3) macroeconomic pressures, including high inflation, that resulted in overall softness in customer demand within the consumer electronics industry.

The decrease in revenue in fiscal 2023 was primarily driven by comparable sales declines across most of our product categories, particularly computing, home theater, mobile phones and appliances.

Online revenue of $14.2 billion decreased 13.5% on a comparable basis in fiscal 2023.

These decreases in revenue were primarily due to the reasons described within the *Consolidated Results* section, above.

| | 2023 | | | 2022 | | | 2023 | | | 2022 | |

| Other | 1 | % | | \- | % | | 1.6 | % | | N/A | |

- Services: The 2.5% comparable sales decline was driven primarily by the launch of our Best Buy Totaltech membership offering that includes benefits that were previously stand-alone revenue-generating services, such as warranty services.

Our SG&A decreased in fiscal 2023, primarily due to lower short-term incentive compensation expense of approximately $455 million compared to the prior year and decreased store payroll expenses.

We were below the required thresholds for most short-term incentive compensation performance metrics in the current year while lapping short-term incentive amounts near maximum levels in the prior year.

The restructuring charges incurred in fiscal 2023 primarily related to employee termination benefits related to an enterprise-wide restructuring initiative that commenced in the second quarter of fiscal 2023 to better align our spending with critical strategies and operations, as well as optimize our cost structure.

| SG&A | $ | 638 | | | $ | 689 | | | $ | 689 | |

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

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

| | 2023 | | | | 2022 | | | | 2023 | | | | 2022 | | |

Our SG&A decreased in fiscal 2023, primarily due to lower short-term incentive compensation expense and the favorable impact of foreign currency rates.

The restructuring charges incurred in fiscal 2023 primarily related to employee termination benefits related to an enterprise-wide restructuring initiative that commenced in the second quarter of fiscal 2023 to better align our spending with critical strategies and operations, as well as optimize our cost structure.

Our effective tax rate increased in fiscal 2023, primarily due to reduced tax benefits from the resolution of tax matters, stock-based compensation and federal tax credits, partially offset by the impact of lower pre-tax earnings.

| Operating income | $ | 1,795 | | | $ | 3,039 | | | $ | 2,391 | |

Our non-GAAP effective tax rate increased in fiscal 2023, primarily due to reduced tax benefits from the resolution of tax matters, stock-based compensation and federal tax credits, partially offset by the impact of lower pre-tax earnings.

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

All stores that were temporarily closed as a result of COVID-19 or operating a curbside-only operating model are included in comparable sales.

On November 24, 2020, we announced our decision to exit our operations in Mexico.

As a result, all revenue from Mexico operations has been excluded from our comparable sales calculation beginning in December of fiscal 2021.

On May 9, 2019, we acquired all outstanding shares of Critical Signal Technologies, Inc. (“CST”).

Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.

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:

2.Our workforce will need to evolve in a way that meets the needs of customers while we provide more flexible opportunities for our employees.

3.Technology is a need and is playing an even more crucial role in peoples’ lives, and, as a result, our purpose to enrich lives through technology has never been more important.

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.

Our performance resulted in an operating income rate increase of 0.8% compared to fiscal 2021.

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

The increase in revenue in fiscal 2022 was primarily driven by the comparable sales growth across most of our product categories, partially offset by the loss of revenue from permanent store closures in the past year.

Online revenue of $16.4 billion decreased 12.0% on a comparable basis in fiscal 2022, primarily due to channel shifts in customer shopping behavior as a result of the evolution of the COVID-19 pandemic.

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

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.

In addition, we have swapped a portion of our fixed-rate debt to [removed: floating-rate] [added: floating rate] such that the interest expense on this debt will vary with short-term interest rates.

As of January [removed: 29, 2022,] [added: 28, 2023,] we had [removed: $3.2] [added: $2.3] billion of cash, cash equivalents and restricted cash and $500 million of debt that has been swapped to floating rate, and therefore the net balance exposed to interest rate changes was [removed: $2.7] [added: $1.8] billion.

As of January [removed: 29, 2022,] [added: 28, 2023,] a 50-basis point increase in short-term interest rates would have led to an estimated [removed: $14] [added: $9] 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: $14] [added: $9] million increase in net interest expense.

[removed: In] [added: During] fiscal [removed: 2022,] [added: 2023,] foreign currency exchange rate fluctuations were primarily driven by the strength of the [removed: Canadian] [added: U.S.] dollar compared to the [removed: U.S.] [added: Canadian] dollar compared to the prior-year period, which had a [removed: positive] [added: negative] overall impact on our revenue as this foreign currency revenue translated into [removed: more] [added: less] U.S. dollars.

We estimate that foreign currency exchange rate fluctuations had a net [removed: favorable] [added: unfavorable] impact on our revenue of approximately [removed: $217] [added: $162] million.

The impact of foreign exchange rate fluctuations on our net earnings in fiscal [removed: 2022] [added: 2023] was not significant.

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

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 [removed: now] comprised of all operations in Canada under the brand names Best Buy, Best Buy Mobile and Geek Squad and the domain name bestbuy.ca.

While day-to-day operations of our stores [removed: is] [added: are] 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.

Customers 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 [added: for select products] at most [added: Domestic] stores), at an alternative pick-up location or take delivery direct to their homes.

In fiscal [removed: 2022,] [added: 2023,] our 20 largest suppliers accounted for approximately 79% of the merchandise we purchased, with [removed: 5] [added: five] suppliers – Apple, Samsung, HP, LG and Sony – representing approximately [removed: 56%] [added: 57%] of total merchandise purchased.

Key elements to our inventory management process include the following: continuous monitoring of 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 [removed: incentives] [added: incentives,] and agreements with vendors relating to return privileges for certain products.

We had [removed: 1,144] [added: 1,138] stores at the end of fiscal [removed: 2022] [added: 2023] throughout our Domestic and International segments.

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

We believe our ability to help customers online, in [added: our] stores and in their [removed: homes] [added: homes,] and to connect technology product and solutions with customer [removed: needs] [added: needs,] provides us key competitive advantages.

We believe our dedicated and knowledgeable [removed: people,] [added: people;] our integrated online, retail and in-home [removed: assets,] [added: assets;] our broad and curated product [removed: assortment,] [added: assortment;] our strong vendor [removed: partnerships,] [added: partnerships;] our service and support offerings designed to solve real customer [removed: needs,] [added: 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.

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

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 [removed: spend:][added: spending:]

We [added: continue to reduce our carbon emissions and] 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.

Through the sale of ENERGY STAR® products, we expect to help our customers reduce carbon emissions 20% by 2030 (over a 2017 baseline), which we estimate will save [removed: them] [added: our customers collectively] at least $5 billion on utility bills.

[removed: 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,] [added: Finally,] we put materials back into the manufacturing process when products reach the end of their lives through our electronics and appliance recycling program.

We have collected more than [removed: 2.5] [added: 2.7] billion pounds of electronics and appliances for recycling since 2009, including more than [removed: 192] [added: 183] million pounds in [removed: 2021.][added: fiscal 2023.]

[removed: We are] [added: The Best Buy Foundation is] working to build brighter futures for teens from disinvested communities.

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

post-secondary guidance for college prep and technical [removed: training] programs;

At the end of fiscal [removed: 2022,] [added: 2023,] we employed [removed: approximately 105,000] [added: more than 90,000] employees in the U.S. and Canada, comprised of approximately [removed: 55%] [added: 58%] full-time employees, [removed: 35%] [added: 32%] part-time employees and 10% seasonal/occasional employees.

In fiscal 2021, we set employee diversity goals to be attained by 2025, and we are pleased to report the following [removed: progress] [added: achievements] in fiscal [removed: 2022:][added: 2023:]

filled [removed: 26%] [added: 25%] of new, salaried field positions with female employees, compared to our goal to fill one of three positions.

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

For our communities, we [removed: plan] [added: continue making progress on our commitment] to spend $44 million by 2025 to expand college preparation and career opportunities for BIPOC students, including adding scholarships for Historically Black Colleges and University students and increasing scholarship funding for Best Buy Teen Tech Center youth.

Personal growth is at the heart of our people [removed: strategy] [added: 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.

In fiscal [removed: 2022,] [added: 2023,] each of our U.S. employees spent an average of at least [removed: 50] [added: 44] hours on training and development.

We made the following enhancements to our training and development program in fiscal [removed: 2022:][added: 2023:]

[removed: identified] [added: launched a program with] an artificial intelligence platform to proactively plan for future workforce roles, creating new learning and career paths; [removed: and]

Our benefits aim to support employees’ overall [removed: well-being and we expanded them in several areas in fiscal 2022, including:][added: well-being.]

maternity leave [removed: benefits] that [removed: offer] [added: provides] qualifying employees up to 10 weeks at 100% pay;

caregiver support benefits that enable employees to receive personalized help in a time of great need through Wellthy, a [removed: caregiver support program, which] [added: program that] helps employees with emergency housing, healthcare, substance abuse, complex eldercare issues and [removed: many] other moments of crisis; [removed: and]

[removed: creation of] [added: emergency assistance through] the HOPE Fund – Helping Our People in Emergencies – in equal partnership with the Richard M.

Schultze Family [removed: Foundation to provide] [added: Foundation, provides] employees in hardship situations an opportunity to receive up to $2,500 in financial [removed: assistance.][added: assistance;]

For more information on environmental and social matters, as well as human capital management, please see Best Buy’s Fiscal [removed: 2022] [added: 2023] Environmental, Social and Governance Report, including a Task Force for Climate Related Financial Disclosures index, expected to be published in June [removed: 2022,] [added: 2023,] at [removed: *corporate.bestbuy.com/sustainability*.][added: https://corporate.bestbuy.com/sustainability.]

These documents are posted on our website at [removed: *www.investors.bestbuy.com*.][added: https://investors.bestbuy.com.]

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at [removed: *www.sec.gov*.][added: https://sec.gov.]

Our Best Buy Health business has a dedicated leadership team and operations team.

The Best Buy Health leadership team manages the day-to-day affairs of all aspects of its business, while receiving support from certain Best Buy enterprise capabilities.

We aspire to drive forward the circular economy and we are committed to conserving natural resources, reducing waste in our operations, offering products that help our customers live more sustainably and transitioning to renewable energy sources.

As of the end of fiscal 2023, we have invested in five solar fields, helping to accelerate the progress towards our carbon reduction goals.

By monitoring our water consumption across our business, and identifying actions that lessen our dependence on water, we continue to reduce our water usage.

We support the circular economy by keeping consumer products in use for as long as possible through our repair and trade-in services.

The Best Buy Foundation currently supports a network of 52 Best Buy Teen Tech Center® locations and has a goal of supporting 100 locations by 2025.

We are committed to creating a stronger community of diverse suppliers to help increase BIPOC representation in the tech industry.

We continue making progress on our commitment to spend at least $1.2 billion with BIPOC and diverse businesses by 2025.

expanded our leadership development program to all field and corporate leaders and directors across the enterprise with a focus on adaptability, the ability to work effectively with others and create a culture of belonging, the ability to apply reason and learning experiences into one’s role, and the ability to understand and thrive in a digital economy;

provided LinkedIn Learning to full-time employees for continuous learning in leadership and functional skills; and

created a new onboarding training program for all new employees to create a consistent experience that starts their unique learning path specific for their job.

In fiscal 2023, we elevated caregiver support for employees with a focus on disabilities and neurodivergence through a partnership with Joshin.

pay continuation (paid leave) and caregiver pay so employees can care for themselves and their loved ones;

Included Health – a new benefit providing support for employees with a focus on LGBTQ+ needs that connect members to affirming and clinically competent providers, and one-on-one support with a care coordinator;

access to physical and mental health virtual visits;

These documents are posted on our website at https://investors.bestbuy.com.

Website and Social Media Disclosure

We disclose information to the public concerning Best Buy, Best Buy’s products, content and services and other items through our websites in order to achieve broad, non-exclusionary distribution of information to the public.

Some of the information distributed through this channel may be considered material information.

Investors and others are encouraged to review the information we make public in the locations below.* This list may be updated from time to time.

For information concerning Best Buy and its products, content and services, please visit: https://bestbuy.com.

For information provided to the investment community, including news releases, events and presentations, and filings with the SEC, please visit: https://investors.bestbuy.com.

For the latest information from Best Buy, including press releases, please visit: https://corporate.bestbuy.com/archive/.

* These corporate websites, and the contents thereof, are not incorporated by reference into this Periodic Report on Form 10-K nor deemed filed with the SEC.

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

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 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.

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

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.

implemented training content from LinkedIn Learning to augment the trainings specifically created for Best Buy employees;

moved to emphasize the importance of skills and abilities, rather than just education and experience, when making hiring decisions, which we believe drives a more inclusive and growth-oriented culture;

piloted a high potential leadership development program and will begin to scale that program across the company.

enhanced pandemic-related benefits, including free-of-charge vaccination clinics and other vaccination incentives; pay support for those required to quarantine or isolate consistent with public-health guidance; coverage of COVID-19-related health care expenses; expanded caregiver leave; additional support for backup childcare; tutoring reimbursement and access to physical and mental health virtual visits;

*Health and Safety*

The safety of our employees and customers continues to be a top priority.

As the COVID-19 pandemic continues to evolve, our health-and-safety protocols also evolve, informed by CDC guidance, local requirements and enhanced scientific knowledge concerning COVID-19 and the impact of variants of concern.

We have offered, and continue to evaluate, enhanced employee benefits throughout the pandemic as further described above within the *Employee Benefits* section.

For the fiscal year ended January [removed: 29, 2022][added: 28, 2023]

][added: 3](https://www.sec.gov/Archives/edgar/data/764478/000076447823000006/bby-20230128x10kg001.jpg)]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.Yes  No ][added: Act.]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Act.Yes  No ][added: Act.]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 [removed: days.Yes  No ][added: days.]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July [removed: 30, 2021,] [added: 29, 2022,] was approximately [removed: 24.5] [added: $13.4] billion, computed by reference to the price of [removed: $112.35] [added: $76.99] per share, the price at which the common equity was last sold on July [removed: 30, 2021,] [added: 29, 2022,] as reported on the New York Stock Exchange-Composite Index.

As of March [removed: 16, 2022,] [added: 15, 2023,] the registrant had [removed: 225,227,756] [added: 218,045,737] 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: 2022] [added: 2023] Regular Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III.

With the exception of historical information, the matters discussed in this Annual Report on Form 10-K are forward-looking statements and may be identified by the use of words such as “anticipate,” [added: “appear,” “approximate,”] “assume,” “believe,” [added: “continue,” “could,”] “estimate,” “expect,” [added: “foresee,”] “guidance,” “intend,” [removed: “foresee,”] [added: “may,” “might,”] “outlook,” “plan,” [added: “possible,”] “project” [added: “seek,” “should,” “would,”] and other words and terms of similar [removed: meaning.][added: meaning or the negatives thereof.]

BEST BUY FISCAL [removed: 2022] [added: 2023] FORM 10-K

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

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

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

| [Item 6](#Item6). | [\[Reserved\]](#Item6). | [removed: 23] [added: 22] |

| [Item 7A.](#Item7A) | [Quantitative and Qualitative Disclosures About Market Risk.](#Item7A) | [removed: 34] [added: 33] |

| [Item 8.](#Item8) | [Financial Statements and Supplementary Data.](#Item8) | [removed: 36] [added: 35] |

| [Item 9.](#Item9) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.](#Item9) | [removed: 65] [added: 64] |

| [Item 9A.](#Item9A) | [Controls and Procedures.](#Item9A) | [removed: 65] [added: 64] |

| [Item 9B.](#Item9B) | [Other Information.](#Item9B) | [removed: 65] [added: 64] |

| [Item 9C](#Item9C). | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C). | [removed: 65] [added: 64] |

| [PART III](#PartIII) | | [removed: 65] [added: 64] |

| [Item 10.](#Item10) | [Directors, Executive Officers and Corporate Governance.](#Item10) | [removed: 65] [added: 64] |

| [Item 11.](#Item11) | [Executive Compensation.](#Item11) | [removed: 66] [added: 64] |

| [Item 12.](#Item12) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12) | [removed: 66] [added: 65] |

| [Item 13.](#Item13) | [Certain Relationships and Related Transactions, and Director Independence.](#Item13) | [removed: 66] [added: 65] |

| [Item 14.](#Item14) | [Principal Accountant Fees and Services.](#Item14) | [removed: 66] [added: 65] |

| [PART IV](#PartIV) | | [removed: 66] [added: 65] |

| [Item 15.](#Item15) | [Exhibit and Financial Statement Schedules.](#Item15) | [removed: 66] [added: 65] |

| [Item 16.](#Item16) | [Form 10-K Summary.](#Item16) | [removed: 68] [added: 67] |

| | [removed: [Signatures](#Signatures)] [added: [Signatures](#Signatures).] | [removed: 69] [added: 68] |

Yes  No 

Yes  No 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes  No 

The location and total square footage of our Domestic segment stores at the end of fiscal [removed: 2022] [added: 2023] were as follows:

| California | | [removed: 135] [added: 133] | | | New Mexico | | 5 | |

| Colorado | | 23 | | | New York | | [removed: 49] [added: 47] | |

| Connecticut | | 10 | | | North Carolina | | [removed: 30] [added: 31] | |

| Georgia | | [removed: 29] [added: 28] | | | Oregon | | 11 | |

| Hawaii | | 2 | | | Pennsylvania | | [removed: 34] [added: 33] | |

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

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

| Massachusetts | | [removed: 22] [added: 21] | | | Washington | | 20 | |

| Mississippi | | [removed: 8] [added: 7] | | | Wyoming | | 1 | |

| Missouri | | 17 | | | Total Domestic store count | | [removed: 984] [added: 978] | |

| Montana | | 3 | | | Square footage (in thousands) | | [removed: 37,705] [added: 37,388] | |

(1)Includes [removed: 21] [added: 20] Pacific Sales stores, [removed: 16] [added: 19] Best Buy Outlet Centers and [removed: 9] [added: 14] Yardbird stand-alone stores.

The location and total square footage of our International segment stores at the end of fiscal [removed: 2022] [added: 2023] were as follows:

| Square footage (in thousands) | | [removed: 3,605] [added: 3,621] | |

The ownership status of our stores at the end of fiscal [removed: 2022] [added: 2023] was as follows:

[removed: Distribution Centers][added: Distribution]

The ownership status and total square footage of space utilized for distribution [removed: centers] at the end of fiscal [removed: 2022] [added: 2023] were as follows:

Ownership Status

| Domestic | | 922 | | | | 24 | | | | 32 | |

| Domestic | | | | | | 14,393 | | | | 3,168 | |

Ownership and Leased Locations

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

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

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

| Corie S. Barry | | [removed: 46] [added: 47] | | Chief Executive Officer | | | [removed: 22] [added: 23] | |

| Matt Bilunas | | [removed: 49] [added: 50] | | Chief Financial Officer | | | [removed: 16] [added: 17] | |

| Jason Bonfig | | [removed: 45] [added: 46] | | Chief Merchandising Officer | | | [removed: 23] [added: 24] | |

| Damien Harmon | | 44 | | Executive Vice President, Omnichannel | | | [removed: 3] [added: 4] | |

| Todd G. Hartman | | [removed: 55] [added: 56] | | General Counsel and Chief Risk Officer | | | [removed: 16] [added: 17] | |

| Kamy Scarlett | | [removed: 58] [added: 59] | | Executive Vice President, Human Resources [removed: &] [added: and] Best Buy Canada | | | [removed: 8] [added: 9] | |

| Mathew R. Watson | | [removed: 51] [added: 52] | | Senior Vice President, [removed: Finance -] Controller and Chief Accounting Officer | | | [removed: 16] [added: 17] | |

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 management and Best Buy [removed: Health, which includes GreatCall.][added: Health.]

Her prior roles include: the company’s chief strategic growth officer and the interim leader of Best Buy’s services organization from 2015 [removed: to] [added: until] 2016; senior vice president of domestic finance from 2013 to 2015; vice president, chief financial officer and business development of our home business group from 2012 to 2013; and vice president, finance of the home customer solutions group from 2010 to 2012.

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

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

Since joining Best Buy in 2006, Mr. Bilunas has served in a variety of financial leadership roles, both in the field and at [removed: the corporate campus.][added: corporate.]

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

In this [removed: role] [added: 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.

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

Mr. Bonfig [removed: has] [added: also] held [removed: other] merchant-related roles since joining the company in 1999.

He serves on the board of [removed: directors for] the Best Buy Foundation.

He oversees all of [removed: Best Buy’s] [added: its] various service offerings in stores, online and in customers’ homes.

Mr. Harmon serves on the [removed: board] [added: boards] of [removed: directors for] the [removed: Best Buy] [added: Petlove] Foundation and [removed: Petlove] [added: the Best Buy] Foundation.

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

Kamy Scarlett was appointed our Executive Vice President, Human Resources in [removed: 2017,] [added: 2017] and [added: she] also assumed responsibility for Best Buy Canada in 2021.

In this role, she oversees talent development and the health and well-being of [removed: approximately 105,000] [added: the more than 90,000 Best Buy] employees worldwide.

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

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

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

Prior to joining us in 2005, Mr. Watson worked at [removed: KPMG, a professional audit, advisory and tax firm,] [added: KPMG] from 1995 to 2005.

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

(As of March 15, 2023)

Mr. Bilunas serves on the boards of the Children’s Hospital of Minnesota and Genesco Inc., a retailer of branded footwear and accessories.

Mr. Bonfig has served in merchant roles for the company for over 20 years.

(As of March 16, 2022)

| Deborah DiSanzo | | 62 | | President, Best Buy Health | | | 1 | |

| Matt Furman | | 51 | | Chief Communications and Public Affairs Officer | | | 10 | |

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

| Allison Peterson | | 47 | | Chief Customer Officer | | | 18 | |

| Brian Tilzer | | 51 | | Chief Digital and Technology Officer | | | 4 | |

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

Deborah DiSanzo joined Best Buy as our President, Best Buy Health in 2020.

In this role she is responsible for the company’s health strategy, with a particular focus on bringing health technology into the home to help people live better, safer and more independent lives.

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

She also leads the incubation, strategy and corporate development teams focused on scaling health initiatives at Best Buy.

Prior to Best Buy, Ms. DiSanzo served as an instructor at the Harvard T.H. Chan School of Public Health from 2018 to 2020.

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

Ms. DiSanzo was 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.

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.

Matt Furman has served as our Chief Communications and Public Affairs Officer since 2012.

In this role, he oversees internal and external communications, government affairs, corporate responsibility and sustainability, community relations, as well as the company’s in-house production studio and event planning functions.

Prior to joining Best Buy in 2012, Mr. Furman was the vice president of corporate affairs at Mars Chocolate, the manufacturer of such iconic brands as Snickers, M&M’s and Dove.

He previously held senior communications positions at Google, CNN and in the administrations of New York City Mayor Rudy Giuliani and President Bill Clinton.

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

He is also on the adjunct faculty of the University of Minnesota’s School of Journalism and Mass Communication.

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.

Allison Peterson is our Chief Customer Officer, appointed in 2020.

She is responsible for the holistic enterprise and customer strategy, including the development of innovative business initiatives, value propositions and experiences that create meaningful differentiation and brand love.

Ms. Peterson leads the company’s broader enterprise strategy, planning and corporate development, marketing and membership offerings.

Prior to her current role, she served as the company’s chief marketing officer from 2019 to 2020 and was president of e-commerce from 2017 to 2019.

Since joining Best Buy in 2004, Ms. Peterson has held several leadership roles within marketing and e-commerce, including from 2015 to 2017 as vice president of category marketing and vice president of brand strategy from 2014 to 2015.

In these roles she has been integral in defining the marketing strategy for the company and leading the shift from traditional to digital marketing.

Prior to joining Best Buy, she worked for Target Corp. in merchandising and demand planning.

Ms. Peterson serves on the board of directors for PVH Corp.

Brian Tilzer has served as our Chief Digital and Technology Officer since he joined the company in 2018.

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.

On March [removed: 3, 2022,] [added: 2, 2023,] we announced an increase in our regular quarterly dividend from [removed: $0.70] [added: $0.88] per share to [removed: $0.88] [added: $0.92] per share.

As of March [removed: 16, 2022,] [added: 15, 2023,] there were [removed: 1,990] [added: 1,955] holders of record of our common stock.

On February [removed: 16, 2021,] [added: 28, 2022,] our Board approved a $5.0 billion share repurchase [removed: program.][added: authorization, which replaced the $5.0 billion share repurchase program authorized on February 16, 2021.]

During fiscal [removed: 2022,] [added: 2023,] we repurchased and retired [removed: 32.2] [added: 11.8] million shares at a cost of [removed: $3.5] [added: $1.0] billion.

Information regarding our repurchases of common stock during the fourth quarter of fiscal [removed: 2022] [added: 2023] was as follows:

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

The graph assumes an investment of $100 at the close of trading on [removed: January 28, 2017,] [added: February 2, 2018,] the last trading day of fiscal [removed: 2017,] [added: 2018,] in our common stock, the S&P 500 and the S&P Retailing Group.

Description automatically [removed: generated](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129x10kg002.jpg)][added: generated](https://www.sec.gov/Archives/edgar/data/764478/000076447823000006/bby-20230128x10kg002.jpg)]

| Fiscal Years Ended | [removed: January 28, 2017 | | | |] February 3, 2018 | | | | February 2, 2019 | | | | February 1, 2020 | | | | January 30, 2021 | | | | January 29, 2022 | | | [added: | January 28, 2023 | | |]

| Oct. 30, 2022 through Nov. 26, 2022 | 3,558,147 | | | $ | 71.60 | | | 3,558,147 | | | $ | 4,419,000,000 | |

| Nov. 27, 2022 through Dec. 31, 2022 | 3,580,328 | | | $ | 82.18 | | | 3,580,328 | | | $ | 4,125,000,000 | |

| Jan. 1, 2023 through Jan. 28, 2023 | \- | | | $ | \- | | | \- | | | $ | 4,125,000,000 | |

| Total fiscal 2023 fourth quarter | 7,138,475 | | | $ | 76.91 | | | 7,138,475 | | | $ | 4,125,000,000 | |

| Best Buy Co., Inc. | $ | 100.00 | | | $ | 84.25 | | | $ | 125.50 | | | $ | 165.74 | | | $ | 152.59 | | | $ | 139.12 | |

| S&P 500 | $ | 100.00 | | | $ | 97.69 | | | $ | 118.87 | | | $ | 139.37 | | | $ | 171.83 | | | $ | 157.71 | |

| S&P Retailing Group | $ | 100.00 | | | $ | 108.42 | | | $ | 127.45 | | | $ | 180.19 | | | $ | 195.77 | | | $ | 160.10 | |

On February 28, 2022, our Board approved a new $5.0 billion share repurchase authorization, replacing the then-existing program, which had $1.6 billion remaining available for repurchases as of January 29, 2022.

On March 3, 2022, we announced our plans to spend approximately $1.5 billion on share repurchases in fiscal 2023.

Between the end of fiscal 2022 on January 29, 2022, and March 16, 2022, we repurchased an incremental 2.4 million shares of our common stock at a cost of $239 million.

| 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.

Share repurchases prior to February 28, 2022, will be made under the February 2021 share repurchase program and thereafter will be made under our February 2022 share repurchase program.

‎

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

| 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 | |

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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022.][added: 28, 2023.]

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022.][added: 28, 2023.]

We have audited the accompanying consolidated balance sheets of Best Buy Co., Inc. and subsidiaries (the "Company") as of January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] the related consolidated statements of earnings, comprehensive income, cash [removed: flows,] [added: flows] and changes in shareholders’ equity for each of the three years in the period ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] 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: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The goodwill balance was [removed: $1,384] [added: $1,383] million as of January [removed: 29, 2022,] [added: 28, 2023,] of which [removed: $893] [added: $891] million was related to the Best Buy Health reporting unit.

The Company uses the discounted cash flow model to estimate the fair value of the Best Buy Health reporting unit, which requires management to make subjective estimates and assumptions related to forecasts of [removed: future revenues.][added: cash flows such as revenue growth rates and estimates of the weighted average cost of capital rate.]

Given the significant judgments made by management to estimate the fair value of the Best Buy Health reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of [removed: future] [added: cash flows, such as] revenue [added: growth rates, and estimates] of the [removed: Best Buy Health reporting unit, specifically for new products and services,] [added: weighted average cost of capital rate,] required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the forecasts of [removed: future] [added: cash flows, such as] revenue [added: growth rates and estimates of the weighted average cost of capital rate] used by management to estimate the fair value of the Best Buy Health reporting unit included the following, among others:

We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Best Buy Health reporting unit, such as controls related to management’s forecasts of future [removed: revenue.][added: revenue and estimates of the weighted average cost of capital rate.]

We evaluated the reasonableness of management’s revenue forecasts for the new products and services by comparing the forecasts to: (1) the Company’s historical revenue growth rates, including for similar existing products and services; (2) internal communications to management and the board of directors; (3) underlying source documents, when available, such as customer contracts; [added: and] (4) underlying analyses detailing business strategies and growth [removed: plans; (5) forward-looking revenue expectations in external communications made by management to analysts and investors; and (6) industry reports containing analyses of the Company and its peers utilizing the assistance of our fair value specialists.][added: plans.]

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

We have audited the internal control over financial reporting of Best Buy Co., Inc. and subsidiaries (the “Company”) as of January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] of the Company and our report dated March [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: *Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting*.][added: Reporting.]

*$ [removed: and shares] in millions, except per share amounts*

| | January [added: 28, 2023 | | | | January] 29, 2022 | | | | January 30, 2021 | | |

| Cash and cash equivalents | $ | [added: 1,874 | | | $ |] 2,936 | | | $ | 5,494 | |

| Receivables, net | | [removed: 1,042] [added: 1,141] | | | | [removed: 1,061] [added: 1,042] | |

| Merchandise inventories | | [removed: 5,965] [added: 5,140] | | | | [removed: 5,612] [added: 5,965] | |

| Other current assets | | [removed: 596] [added: 647] | | | | [removed: 373] [added: 596] | |

| Total current assets | | [removed: 10,539] [added: 8,802] | | | | [removed: 12,540] [added: 10,539] | |

| Land and buildings | | [removed: 671] [added: 688] | | | | [removed: 658] [added: 671] | |

| Leasehold improvements | | [removed: 2,160] [added: 2,260] | | | | [removed: 2,192] [added: 2,160] | |

| Fixtures and equipment | | [removed: 5,419] [added: 3,928] | | | | [removed: 6,333] [added: 5,419] | |

| Property under finance leases | | [removed: 91] [added: 100] | | | | [removed: 73] [added: 91] | |

| Gross property and equipment | | [removed: 8,341] [added: 6,976] | | | | [removed: 9,256] [added: 8,341] | |

| Less accumulated depreciation | | [removed: 6,091] [added: 4,624] | | | | [removed: 6,996] [added: 6,091] | |

| [removed: Net] [added: Total] property and [removed: equipment] [added: equipment, net] | [added: $] | [added: 2,352 | | | $ |] 2,250 | | | [added: $] | 2,260 | |

| Operating lease assets | | [removed: 2,654] [added: 2,746] | | | | [removed: 2,612] [added: 2,654] | |

| Goodwill | | [removed: 1,384] [added: 1,383] | | | | [removed: 986] [added: 1,384] | |

| Other assets | | [removed: 677] [added: 520] | | | | [removed: 669] [added: 677] | |

| [removed: Total assets] [added: Total assets] | $ | [added: 15,803 | | | $ |] 17,504 | | | $ | 19,067 | |

| Accounts payable | $ | [removed: 6,803] [added: 5,687] | | | $ | [removed: 6,979] [added: 6,803] | |

| Unredeemed gift card liabilities | | [removed: 316] [added: 274] | | | | [removed: 317] [added: 316] | |

| Deferred revenue | | [removed: 1,103] [added: 1,116] | | | | [removed: 711] [added: 1,103] | |

| Accrued compensation and related expenses | | [removed: 845] [added: 405] | | | | [removed: 725] [added: 845] | |

| Accrued liabilities | | [removed: 946] [added: 843] | | | | [removed: 972] [added: 946] | |

| Current portion of operating lease liabilities | | [removed: 648] [added: 638] | | | | [removed: 693] [added: 648] | |

Richfield, Minnesota.

With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital rate by: (1) testing the source information underlying the determination of the rate and testing the mathematical accuracy of the calculations; (2) comparing the rate to market data; and (3) developing ranges of independent estimates and comparing those to the rate selected by management.

March 17, 2023

Richfield, Minnesota.

March 17, 2023

| Fiscal Years Ended | January 28, 2023 | | | | January 29, 2022 | | | | January 30, 2021 | | |

| Net earnings | $ | 1,419 | | | $ | 2,454 | | | $ | 1,798 | |

| Fiscal Years Ended | January 28, 2023 | | | | January 29, 2022 | | | | January 30, 2021 | | |

| Net earnings | $ | 1,419 | | | $ | 2,454 | | | $ | 1,798 | |

| Restructuring charges | | 147 | | | | (34) | | | | 254 | |

| Receivables | | (103) | | | | 17 | | | | 73 | |

| Repurchase of common stock | | (11.8) | | | | (1) | | | | (147) | | | | (853) | | | | \- | | | | (1,001) | |

| Balances as of January 28, 2023 | | 218.1 | | | $ | 22 | | | $ | 21 | | | $ | 2,430 | | | $ | 322 | | | $ | 2,795 | |

Cash equivalents consist of highly liquid investments with original maturities of three months or less.

Costs associated with implementing cloud computing arrangements that are service contracts are capitalized using methodology similar to internal-use software, but are included in Other Assets on our Consolidated Balance Sheets.

Such reviews involve comparing the net carrying value of all assets to the net cash flow projections for each store or market.

| | January 28, 2023 | | | | January 29, 2022 | | |

| Fiscal 2023 Resource Optimization Initiative | | | | | | $ | 145 | | | $ | \- | | | $ | \- | |

In light of ongoing changes in business trends, during the second quarter of fiscal 2023, we commenced an enterprise-wide initiative to better align our spending with critical strategies and operations, as well as to optimize our cost structure.

Charges incurred relate to employee termination benefits within our Domestic and International segments of $140 million and $5 million, respectively.

We currently do not expect the remaining charges in fiscal 2024 related to this initiative to be material to the results of our operations.

Restructuring accrual activity related to the fiscal 2023 resource optimization initiative described above was as follows ($ in millions):

| Balances as of January 29, 2022 | | | | | | $ | \- | | | $ | \- | | | $ | \- | |

| Charges | | | | | | | 145 | | | | 5 | | | | 150 | |

| Adjustments(1) | | | | | | | (5) | | | | \- | | | | (5) | |

| Balances as of January 28, 2023 | | | | | | $ | 102 | | | $ | 5 | | | $ | 107 | |

(1)Represents adjustments to previously planned organizational changes and higher-than-expected employee retention.

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

We do not expect to incur material future restructuring charges related to this initiative and no material liability remains as of January 28, 2023.

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

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

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

| | | | | | | $ | 93 | | | $ | 145 | | | $ | 238 | |

Restructuring accrual activity in fiscal 2022 related to this initiative was as follows ($ in millions):

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

| | | | | | | Domestic | | | | International | | | | Total | | |

| | January 28, 2023 | | | | | | | | January 29, 2022 | | | | | | |

| Total | $ | 532 | | | $ | 343 | | | $ | 532 | | | $ | 257 | | | | 7.2 | |

| Fiscal Year | | | | | | | | | | | | | | Amount | |

| Fiscal 2028 | | | | | | | | | | | | | | 12 | |

Richfield, Minnesota

March 18, 2022

| Short-term debt | | \- | | | | 110 | |

| Gain on sale of investments | | \- | | | | 1 | | | | 1 | |

| Receivables | | 17 | | | | 73 | | | | (131) | |

| Balances as of February 2, 2019 | | 265.7 | | | $ | 27 | | | $ | \- | | | $ | 2,985 | | | $ | 294 | | | $ | 3,306 | |

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

| Repurchase of common stock | | (13.9) | | | | (1) | | | | (198) | | | | (810) | | | | \- | | | | (1,009) | |

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

COVID-19

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

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 continue to offer contactless curbside pick-up, as well as digital, phone and chat options for customers who prefer to shop that way.

On March 27, 2020, in response to the COVID-19 pandemic, the U.S. Congress enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which among other things, contains provisions for deferral of the employer portion of social security taxes incurred through the end of calendar 2020 and an employee retention credit, a refundable payroll credit for 50% of wages and health benefits paid to employees not providing services due to the COVID-19 pandemic.

As a result of the CARES Act, we deferred $142 million of qualified payroll taxes in fiscal 2021, of which half was repaid in fiscal 2022 and half will be repaid in fiscal 2023.

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.

Adopted Accounting Pronouncements

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.

| | January 29, 2022 | | | | January 30, 2021 | | | | February 1, 2020 | | |

Cash primarily consists of cash on hand and bank deposits.

Cash equivalents consist of money market accounts, money market funds and time deposits with an original maturity of three months or less when purchased.

The amounts of cash equivalents as of January 29, 2022, and January 30, 2021, were $1,584 million and $3,559 million, respectively, and the weighted-average interest rates were 0.2% and 0.6%, respectively.

In addition to net earnings, the significant component of comprehensive income (loss) includes foreign currency translation adjustments.

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 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.

Results of operations from the date of acquisition were included within our Domestic reportable segment and our Services revenue category.

The acquisition of Current Health was not material to the results of our operations.

Results of operations from the date of acquisition were included within our Domestic reportable segment and Other revenue category.

The acquisition of Yardbird was not material to the results of our operations.

*BioSensics, LLC*

In fiscal 2020, we acquired the predictive healthcare technology business of BioSensics, LLC (“BioSensics”) on August 7, 2019, for net cash consideration of $20 million.

The acquired assets included $19 million of goodwill that was assigned to our Best Buy Domestic reporting unit and was deductible for tax purposes.

The acquisition currently supports our health strategy and is included in our Domestic reportable segment.

The transaction was accounted for as a business combination and was not material to the results of our operations.

*Critical Signal Technologies, Inc.*

In fiscal 2020, we acquired all of the outstanding shares of Critical Signal Technologies, Inc. (“CST”), a health services company, on May 9, 2019, for net cash consideration of $125 million.

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: 29, 2022.][added: 28, 2023.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Regular Meeting of Shareholders (the [removed: “2022] [added: “2023] Proxy Statement”), which is expected to be filed with the SEC on or before May [removed: 27, 2022.][added: 26, 2023.]

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

A copy of our Code of Ethics may also be obtained, [removed: without] [added: free of] 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 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 [removed: *www.investors.bestbuy.com*.][added: https://investors.bestbuy.com.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

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 [removed: 2022] [added: 2023] Proxy Statement.

[added: | 3.] Exhibits: [added: | | | | | | | | | | |]

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

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

| [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 | | | [removed: | |]

| [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 | | | [removed: | |]

| [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 | | | [removed: | |]

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

| [4.3](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm) | | [Form of 4.450% Notes due 2028 (included in Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm) | | | | | | | | | [removed: | |]

| [4.4](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm) | | [Fourth Supplemental Indenture, dated as of October 1, 2020, to the Indenture, 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/764478/000110465920111025/tm2031456d6_ex4-1.htm) | | 8-K | | 4.1 | | 10/1/2020 | | | [removed: | |]

| [4.5](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm) | | [Form of 1.950% Notes due 2030 (included in Exhibit 4.4)](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm) | | | | | | | | | [removed: | |]

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000032/bby-20210518xex10_1.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/764478/000076447821000032/bby-20210518xex10_1.htm)] | | [Five-Year Credit Agreement dated as of 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/0000764478/000076447821000032/bby-20210518xex10_1.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/764478/000076447821000032/bby-20210518xex10_1.htm)] | | 8-K | | 10.1 | | 5/20/2021 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*10.7](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm) | | [Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm) | | 10-Q | | 10.1 | | 12/5/2014 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

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

| [*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 | | | [removed: | |]

| [*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 (2017) - Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm) | | 10-Q | | 10.1 | | 6/5/2017 | | | [removed: | |]

| [*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 Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm) | | 10-Q | | 10.2 | | 6/5/2017 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*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 | | | [removed: | |]

| [*10.18](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm) | | 10-Q | | 10.1 | | 6/8/2018 | | | [removed: | |]

| [*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 (2018) – Restricted Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm) | | 10-Q | | 10.2 | | 6/8/2018 | | | [removed: | |]

| [*10.20](https://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm) | | 10-Q | | 10.1 | | 9/10/2018 | | | [removed: | |]

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

| [*10.22](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_1.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_1.htm) | | 10-Q | | 10.1 | | 6/7/2019 | | | [removed: | |]

| [*10.23](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_2.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_2.htm) | | 10-Q | | 10.2 | | 6/7/2019 | | | [removed: | |]

| [*10.24](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_1.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_1.htm) | | 10-Q | | 10.1 | | 9/6/2019 | | | [removed: | |]

| [*10.25](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_2.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_2.htm) | | 10-Q | | 10.2 | | 5/27/2020 | | | [removed: | |]

| [*10.26](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_3.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_3.htm) | | 10-Q | | 10.3 | | 5/27/2020 | | | [removed: | |]

| [*10.27](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_32.htm) | | [Best Buy Co., Inc. 2020 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_32.htm) | | 10-K | | 10.32 | | 3/19/2021 | | | [removed: | |]

| [*10.28](https://www.sec.gov/Archives/edgar/data/764478/000076447820000054/bby-20200801xex10_2.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447820000054/bby-20200801xex10_2.htm) | | 10-Q | | 10.2 | | 8/31/2020 | | | [removed: | |]

| [*10.29](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_34.htm) | | [Best Buy Severance Plan and Summary Plan Description (January 31, 2021)](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_34.htm) | | 10-K | | 10.34 | | 3/19/2021 | | | [removed: | |]

| [removed: [*10.30](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000039/bby-20210501xex10_2.htm)] [added: [*10.30](https://www.sec.gov/Archives/edgar/data/764478/000076447821000039/bby-20210501xex10_2.htm)] | | [Form of Employment Separation and General Release [removed: Agreement](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000039/bby-20210501xex10_2.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/764478/000076447821000039/bby-20210501xex10_2.htm)] | | 10-Q | | 10.2 | | 6/4/2021 | | | [removed: | |]

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

| [*10.34](https://www.sec.gov/Archives/edgar/data/764478/000076447822000017/bby-20220430xex10_1.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447822000017/bby-20220430xex10_1.htm) | | 10-Q | | 10.1 | | 6/2/2022 | | |

| [*10.35](https://www.sec.gov/Archives/edgar/data/764478/000076447822000017/bby-20220430xex10_2.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Stock Units](https://www.sec.gov/Archives/edgar/data/764478/000076447822000017/bby-20220430xex10_2.htm) | | 10-Q | | 10.2 | | 6/2/2022 | | |

| [*10.36](https://www.sec.gov/Archives/edgar/data/764478/000076447822000037/bby-20220730xex10_1.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447822000037/bby-20220730xex10_1.htm) | | 10-Q | | 10.1 | | 9/8/2022 | | |

3.

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

| [*10.31](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000039/bby-20210501xex10_3.htm) | | [Employment Separation and Release Agreement between R. Michael Mohan and Best Buy Co., Inc.](https://www.sec.gov/Archives/edgar/data/0000764478/000076447821000039/bby-20210501xex10_3.htm) | | 10-Q | | 10.3 | | 6/4/2021 | | | | |

| /s/ Corie Barry | | Chief Executive Officer | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Matthew Bilunas | | Chief Financial Officer | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Mathew R. Watson | | Senior Vice President, [removed: Finance -] Controller and Chief Accounting Officer | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ J. Patrick Doyle | | Chairman | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Lisa M. Caputo | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ David W. Kenny | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Mario J. Marte | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Karen A. Mcloughlin | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Thomas L. Millner | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Claudia F. Munce | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Richelle P. Parham | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Steven E. Rendle | | Director | | March [removed: 18, 2022] [added: 17, 2023] |

| /s/ Eugene A. Woods | | Director | | March [removed: 18, 2022] [added: 17, 2023] |