Best Buy (BBY) 10-K risk factor changes: FY2024 vs FY2023

The risks described below highlight potential events, trends or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, [removed: liquidity] [added: liquidity,] or access to sources of financing and, consequently, the market value of our common stock and debt instruments.

As a result, consumers may be affected in many [removed: different] ways, including, for example:

[removed: - whether] [added: whether] or not they make a purchase;

[removed: - their] [added: their] choice of brand, model or price-point;

[removed: - how] [added: how] frequently they upgrade or replace their devices; and

[removed: - their] [added: their] appetite for complementary services (for example, [added: My] Best Buy [removed: Totaltech).][added: Plus™ or My Best Buy Total™ membership).]

Real GDP growth, inflation (including wage inflation), consumer confidence, [removed: the COVID-19 pandemic,] [added: phasing out of public-health-emergency supports,] employment levels, oil prices, interest, tax and foreign currency exchange rates, availability of consumer financing, housing market conditions, limitations on a government’s ability to borrow and/or spend capital, [removed: costs for items such as fuel and] [added: cost of living (e.g.,] food, [added: fuel),] any recession (and resulting corresponding declines in consumer sentiment) [removed: 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.

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

[removed: For example, the] [added: The] conflict in Ukraine [added: has exacerbated global geopolitical tensions, and] may continue to significantly impact fuel prices, inflation, the global supply [removed: chain] [added: chain, cybersecurity] and other macroeconomic conditions, which may further adversely affect global economic growth, consumer confidence and demand for our products and services.

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

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

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

[removed: - natural] [added: natural] disasters or extreme weather [removed: events,] [added: events (such as earthquakes, floods, fires and droughts),] including those related [removed: to] [added: to, or exacerbated by,] climate change;

[removed: - power] [added: power] loss, telecommunications failures, or software or hardware malfunctions; or

[removed: - terrorism,] [added: terrorism (including related cyber threats),] civil unrest, [removed: mass violence or] violent [removed: acts,] [added: acts] or other conflicts.

In recent years, we [removed: have] observed an increase in the number and severity of certain catastrophic events in many of our markets.

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

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 [removed: the COVID-19] [added: a] pandemic.

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

Further, [removed: external social activism, tension and violence resulting from external] [added: current] events [removed: impacting] [added: associated with] social [removed: justice and] [added: injustice or] inequality, [added: along with the ensuing social activism, tension] and [removed: our response to them,] [added: potential for violence,] may [removed: adversely affect] [added: impact] our [removed: employees,] [added: workforce,] customers, properties and the communities [removed: in which] [added: where] we operate.

[removed: Also, if] [added: If] our customers and employees do not perceive our response to be appropriate or adequate for a particular region or [added: for] our company as a whole, we could suffer damage to our reputation and [removed: our] brand, which could adversely affect our [removed: business in the future.][added: business.]

As a consequence of these or other catastrophic events, we may [removed: endure] [added: experience] interruption to our operations or losses of property, equipment [removed: or] [added: and/or] inventory, which could adversely affect our revenue and profitability.

We operate in a [removed: highly and] [added: highly,] increasingly dynamic industry sector fueled by constant technological innovation and [removed: disruption.][added: disruption, including most recently by the proliferation of artificial intelligence (“AI”) technologies.]

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

This rapid pace of change can be hard to predict and [removed: manage, and there is no guarantee we can effectively do this all the time.][added: manage.]

Price is of great importance to most [removed: customers] [added: customers,] and price transparency and comparability continues to [removed: increase, particularly as a result of digital technology.][added: increase.]

[removed: The ability of] [added: Digital technology enables] consumers to compare prices on a real-time [removed: basis puts] [added: basis, putting] additional pressure on us to maintain competitive prices.

We compete with many [removed: other] local, regional, national and international retailers [added: (both online] and [removed: technology service providers,] [added: brick and mortar),] as well as some of our vendors and mobile network carriers that market their products directly to consumers.

Our ability to [removed: be] [added: offer] competitive [removed: on] delivery times and delivery costs depends on many [removed: factors,] [added: factors] and our failure to successfully manage these factors and offer competitive delivery options could negatively impact the demand for our products and our profit margins.

If we fail to attract, retain and engage [removed: appropriately] qualified employees, [removed: including employees in key positions,] our operations and profitability may be [removed: harmed.][added: negatively impacted.]

In addition, changes in market compensation rates [removed: may] [added: could] adversely affect our profitability.

The turnover rate in the retail sector is relatively high and [removed: increased during the COVID-19 pandemic, and] there is an ongoing need to recruit and train new employees.

Failure to recruit or retain qualified employees [removed: in the future] may impair our efficiency and effectiveness and our ability to pursue growth opportunities.

In addition, [removed: a] significant [removed: amount of] turnover of our executive team or other employees in key positions with specific knowledge relating to [removed: us,] our operations and [removed: our] industry may negatively impact our operations.

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

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

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

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

This expanded risk increases the complexity of our business and places significant responsibility on our management, employees, operations, systems, technical expertise, financial [removed: resources,] [added: resources] and internal financial and regulatory control and reporting functions.

These issues include, but are not limited to, the following:

The Israel-Hamas War has heightened geopolitical tensions in the Middle East region.

Additionally, attacks on cargo ships in the Red Sea, catalyzed by the Israel-Hamas War, have disrupted Red Sea shipping lanes and may continue to disrupt global trade flows and impact shipping capacity.

Events that affect our properties, supply chain, partners, workforce or customers may consist of, or be caused by, for example:

diseases or pandemics;

Additionally, heightened social unrest and violence and crime in or around our stores, customer homes or businesses where we are performing services may further jeopardize the safety and security of our workforce and customers.

If we fail to interpret, predict and react to these changes in a timely and effective manner, the consequences may include, but are not limited to:

failure to offer the products and services that our customers want;

excess inventory, which may require heavy discounting or liquidation;

inability to secure adequate access to brands or products for which consumer demand exceeds supply;

delays in adapting our merchandising, marketing or supply chain capabilities to accommodate changes in product trends; and

damage to our brand and reputation.

Competition is becoming increasingly diverse, including in the advertising revenue space and may also result from new entrants into the markets we serve, including unforeseen players that may be able to more aggressively leverage technologies (for example AI and platform integrations).

Additionally, increasingly prevalent legal and regulatory restrictions on the terms or enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.

We are introducing new products and services, particularly in the health sector, into new market areas.

As these are new technologies for new markets, the first product and service iterations may require further invention and refinement.

Our emerging initiatives may subject us to significant laws or regulations.

For example:

We navigate a regulated medical device environment, including oversight by various government and regulatory agencies including, but not limited to, the U.S. Food and Drug Administration (“FDA”).

We participate in government healthcare programs including, but not limited to, Medicaid as a provider of Personal Emergency Response System (“PERS”) devices and services.

Sales of Lively mobile phones and service plans subjects us to regulation as a telecommunications provider, including Federal Communications Commission (“FCC”) oversight.

The collection, storage, use and disclosure of personal information, subjects us to privacy and security requirements.

Notably, portions of the health business are subject to the Health Insurance Portability and Accountability Act (“HIPAA”) and certain of Current Health’s international operations are subject to the UK’s General Data Protection Regulation (“GDPR,” as retained in UK law).

State data privacy laws are also rapidly changing, such as Washington’s new My Health, My Data Act with a private right of action, raising new considerations and challenges.

Non-compliance with conditions imposed by regulatory authorities related to any of the above activities may lead to a range of consequences, including, but not limited to, customer complaints, individual consumer claims or class actions, product recalls, temporary bans on products, stoppages at production facilities, orders to stop providing services, remediation costs, corrective action plans, fines, penalties, regulatory enforcement actions, potential loss of business and impairment of our ability to continue participation in government healthcare programs, any of which could adversely affect our operations, financial results and reputation.

operational failures arising from growing demands on existing technological infrastructure;

increasing transportation costs, including increases related to geopolitical, labor actions and environmental events (for example, droughts impacting Panama Canal shipping capacity).

The integration of AI into our operations increases cybersecurity and privacy risks (including unauthorized or misuse of AI tools) and could lead to potential unauthorized access, misuse, acquisition, release, disclosure, alteration or destruction of company and customer data or other confidential or proprietary information and challenge the stability of our platforms.

Further, threat actors may leverage AI to engage in automated, targeted and coordinated attacks of our systems.

While we engage in significant data-protection efforts, criminal activity, such as cyber-attacks, lapses in our controls or the intentional or negligent actions of employees, business associates or third parties, may undermine our privacy and security measures.

the possibility of a federal ban on arbitration clauses in consumer and/or employee contracts, which could increase costs of dispute resolution; and

Profit-sharing revenue from our credit card arrangement approximated 1.4% of Domestic revenue in fiscal 2024.

The conflict in Ukraine has exacerbated geopolitical tensions globally.

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

- diseases or pandemics (including COVID-19) that have affected and may continue to affect our employees, customers or partners;

- earthquakes, floods, fires or other catastrophes affecting our properties, employees or customers;

The COVID-19 pandemic in particular has had and may continue to subject our business, operations and financial condition to a number of risks.

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.

If we fail to interpret, predict and react to these changes in a timely and effective manner, the consequences can include: failure to offer the products and services that our customers want; excess inventory, which may require heavy discounting or liquidation; inability to secure adequate access to brands or products for which consumer demand exceeds supply; delays in adapting our merchandising, marketing or supply chain capabilities to accommodate changes in product trends; and damage to our brand and reputation.

Competition may also result from new entrants into the markets we serve, offering products and/or services that compete with us.

In addition, new initiatives we test through trials and pilots may not scale or grow effectively or as we expected, which could limit our growth and negatively affect our operating results.

They may also involve significant laws or regulations that are beyond our current expertise.

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

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

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 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, orders to stop providing services, fines or claims for damages.

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

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

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

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

- increasing transportation costs.

[Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended January [removed: 29, 2022,] [added: 28, 2023,] for discussion of the results of operations for the year ended January [removed: 29, 2022,] [added: 28, 2023,] compared to the year ended January [removed: 30, 2021,] [added: 29, 2022,] which is incorporated by reference [removed: herein.](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129x10k.htm)][added: herein.](https://www.sec.gov/ix?doc=/Archives/edgar/data/764478/000076447823000006/bby-20230128x10k.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 Home, TechLiquidators and [removed: Yardbird] [added: Yardbird;] and the domain names bestbuy.com, currenthealth.com, lively.com, techliquidators.com and yardbird.com.

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

Comparable sales is a metric used by management to evaluate the performance of our existing stores, websites and call centers by measuring the change in net sales for a particular period over the comparable [removed: prior-period] [added: prior period] of equivalent length.

Comparable sales excludes the impact of [removed: revenue from discontinued operations, the impact of] profit-share [removed: revenue from our services plan portfolio and] [added: revenue,] the effect of fluctuations in foreign currency exchange rates (applicable to our International segment [removed: only).][added: only) and the impact of the 53rd week in fiscal 2024.]

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

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

In fiscal [removed: 2023,] [added: 2024,] digital sales comprised 33% of our Domestic revenue compared to 19% in fiscal 2020.

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 [removed: continue to] navigate this [added: vibrant, ever-changing and] innovative space.

| Revenue | $ | [removed: 46,298] [added: 43,452] | | | $ | [removed: 51,761] [added: 46,298] | | | $ | [removed: 47,262] [added: 51,761] | |

| Revenue % change | | [removed: (10.6)] [added: (6.1)] | % | | | [removed: 9.5] [added: (10.6)] | % | | | [removed: 8.3] [added: 9.5] | % |

| Comparable sales % change | | [removed: (9.9)] [added: (6.8)] | % | | | [removed: 10.4] [added: (9.9)] | % | | | [removed: 9.7] [added: 10.4] | % |

| Gross profit | $ | [removed: 9,912] [added: 9,603] | | | $ | [removed: 11,640] [added: 9,912] | | | $ | [removed: 10,573] [added: 11,640] | |

| Gross profit as a % of revenue(1) | | [removed: 21.4] [added: 22.1] | % | | | [removed: 22.5] [added: 21.4] | % | | | [removed: 22.4] [added: 22.5] | % |

| SG&A | $ | [removed: 7,970] [added: 7,876] | | | $ | [removed: 8,635] [added: 7,970] | | | $ | [removed: 7,928] [added: 8,635] | |

| SG&A as a % of revenue(1) | | [removed: 17.2] [added: 18.1] | % | | | [removed: 16.7] [added: 17.2] | % | | | [removed: 16.8] [added: 16.7] | % |

| Restructuring charges | $ | [removed: 147] [added: 153] | | | $ | [removed: (34)] [added: 147] | | | $ | [removed: 254] [added: (34)] | |

| Operating income | $ | [removed: 1,795] [added: 1,574] | | | $ | [removed: 3,039] [added: 1,795] | | | $ | [removed: 2,391] [added: 3,039] | |

| Operating income as a % of revenue | | [removed: 3.9] [added: 3.6] | % | | | [removed: 5.9] [added: 3.9] | % | | | [removed: 5.1] [added: 5.9] | % |

| Net earnings | $ | [removed: 1,419] [added: 1,241] | | | $ | [removed: 2,454] [added: 1,419] | | | $ | [removed: 1,798] [added: 2,454] | |

| Diluted earnings per share | $ | [removed: 6.29] [added: 5.68] | | | $ | [removed: 9.84] [added: 6.29] | | | $ | [removed: 6.84] [added: 9.84] | |

Revenue, gross profit rate, SG&A and operating income rate changes in fiscal [removed: 2023] [added: 2024] were primarily driven by our Domestic segment.

For further discussion of [removed: each segment’s rate changes,] [added: our Domestic and International segments,] see *Segment Performance Summary*, below.

| Revenue | $ | [removed: 42,794] [added: 40,097] | | | $ | [removed: 47,830] [added: 42,794] | | | $ | [removed: 43,293] [added: 47,830] | |

| Revenue % change | | [removed: (10.5)] [added: (6.3)] | % | | | [removed: 10.5] [added: (10.5)] | % | | | [removed: 7.9] [added: 10.5] | % |

| Comparable sales % change(1) | | [removed: (10.3)] [added: (7.1)] | % | | | [removed: 11.0] [added: (10.3)] | % | | | [removed: 9.2] [added: 11.0] | % |

| Gross profit | $ | [removed: 9,106] [added: 8,850] | | | $ | [removed: 10,702] [added: 9,106] | | | $ | [removed: 9,720] [added: 10,702] | |

| Gross profit as a % of revenue | | [removed: 21.3] [added: 22.1] | % | | | [removed: 22.4] [added: 21.3] | % | | | [removed: 22.5] [added: 22.4] | % |

| SG&A | $ | [removed: 7,332] [added: 7,236] | | | $ | [removed: 7,946] [added: 7,332] | | | $ | [removed: 7,239] [added: 7,946] | |

| SG&A as a % of revenue | | [removed: 17.1] [added: 18.0] | % | | | [removed: 16.6] [added: 17.1] | % | | | [removed: 16.7] [added: 16.6] | % |

| Restructuring charges | $ | [removed: 140] [added: 147] | | | $ | [removed: (39)] [added: 140] | | | $ | [removed: 133] [added: (39)] | |

| Operating income | $ | [removed: 1,634] [added: 1,467] | | | $ | [removed: 2,795] [added: 1,634] | | | $ | [removed: 2,348] [added: 2,795] | |

| Operating income as a % of revenue | | [removed: 3.8] [added: 3.7] | % | | | [removed: 5.8] [added: 3.8] | % | | | [removed: 5.4] [added: 5.8] | % |

| Total online revenue | $ | [removed: 14,212] [added: 13,102] | | | $ | [removed: 16,430] [added: 14,212] | | | $ | [removed: 18,674] [added: 16,430] | |

| Online revenue as a % of total segment revenue | | [removed: 33.2] [added: 32.7] | % | | | [removed: 34.4] [added: 33.2] | % | | | [removed: 43.1] [added: 34.4] | % |

| Comparable online [removed: sales%] [added: sales %] change(1) | | [removed: (13.5)] [added: (7.8)] | % | | | [removed: (12.0)] [added: (13.5)] | % | | | [removed: 144.4] [added: (12.0)] | % |

The decrease in [added: Domestic] revenue in fiscal [removed: 2023] [added: 2024] was primarily driven by comparable sales declines [removed: across most of our product categories, particularly computing,] [added: in] home theater, [removed: mobile phones] [added: large appliances, computing] and [removed: appliances.][added: mobile phones, partially offset by comparable sales growth in gaming hardware.]

Online revenue of [removed: $14.2] [added: $13.1] billion decreased [removed: 13.5%] [added: 7.8%] on a comparable basis in fiscal [removed: 2023.][added: 2024.]

These decreases in revenue were primarily due to the [removed: reasons] [added: factors] described within the *Consolidated Results* section, above.

| | [removed: | 2021 | | | 2022 | | | | |] [added: 2024] | | | | 2023 | | | | [removed: |] [added: 2022] | | |

Fiscal 2024, fiscal 2023 and fiscal 2022 ended February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

Unless otherwise noted, references to years in the MD&A section of this report relate to fiscal years, and not calendar years.

Fiscal 2024 included 53 weeks with the 53rd week occurring in the fiscal fourth quarter.

During fiscal 2024, our teams once again delivered strong execution and showcased their ability to navigate through what continues to be a challenging environment for our industry, while keeping our customers and their experiences as our top priority.

We continue to balance the need to adjust in response to current industry sales trends with the need to invest in our business so that we can capitalize on opportunities as our industry moves through this downturn and returns to expected growth.

During these same time periods, the percentage of online sales picked up in our stores by our customers was consistent at just over 40%.

Therefore, we are continuing to adapt our omnichannel capabilities to ensure we maintain a leading position in an increasingly digital age and evolving retail landscape.

We believe our portfolio of stores are crucial assets that provide customers with differentiated experiences, services and convenient multichannel fulfillment.

At the same time, our stores need to be cost and capital efficient to operate while remaining a great place to work.

During fiscal 2024, we closed 24 large format stores and implemented 8 large format Experience store remodels.

As we look to fiscal 2025, we plan to invest back into our store experience.

Customer shopping behavior has evolved in the last four years, and in the near-term we are particularly focused on ensuring we provide the experience that customers expect to have when they take the time to come into our stores.

As a result, our capital investments for fiscal 2025 are concentrated more on existing store updates and refreshes and less on major remodels or store openings.

We continue to advance our omni-channel operating model to align with the ongoing evolution of our industry and marketplace trends with two overarching goals in mind – efficiently allocating our labor cost, considering the channel shift from our physical stores to online, and providing our employees flexibility, predictability and opportunities to gain more skills.

We are focused on balancing the amount of labor hours necessary to deliver the best experience possible for our customers and other stakeholders.

During fiscal 2024, we continued to grow our membership base and ended the year with a total of approximately seven million paid members.

Our paid members consistently showed higher levels of interaction, with comparatively higher levels of spend at Best Buy and a shift of spend away from competitors.

Last June, we successfully launched significant changes to our membership program that allow customers more freedom to choose a membership that fits their technology needs, budget and shopping preferences.

In addition, we expect the changes to provide more flexibility to evolve our programs while resulting in a lower cost to serve than our previous paid membership program, which we have already seen results in margin favorability.

Although there continue to be macro pressures impacting retail overall and consumer electronics more specifically, we expect fiscal 2025 to be a year of increasing industry stabilization as the pace of innovation increases and consumers begin to upgrade and replace technology products bought earlier in the pandemic.

Our strategy is to focus on sharpening our customer experiences and industry positioning while maintaining, if not expanding, our profitability.

(1)

In fiscal 2024, we generated $43.5 billion in revenue, including approximately $735 million in revenue from the 53rd week.

Our comparable sales declined 6.8% in fiscal 2024, as we continued to operate in a consumer electronics industry that is challenged by various macroeconomic pressures, including high inflation, increased spending outside the home in areas such as travel and entertainment, the pull-forward of demand in prior years and lower levels of product innovation.

Domestic revenue was $40.1 billion in fiscal 2024, including approximately $675 million of revenue from the 53rd week.

In fiscal 2025, we currently expect to close approximately 10 to 15 Best Buy stores.

| | 2024 | | | 2023 | | | 2024 | | | 2023 | |

- Services: The 8.7% comparable sales growth was driven primarily by growth in our membership programs, as well as delivery and installation services.

Domestic gross profit rate increased in fiscal 2024, primarily due to improved financial performance from our membership offerings, which included higher services margin rates, and an improved gross profit rate from our Best Buy Health business.

Domestic SG&A decreased in fiscal 2024, primarily due to lower store payroll and advertising expense, partially offset by higher incentive compensation expense and the impact of the 53rd week.

The restructuring initiative is intended to accomplish the following: (1) align field labor resources with where customers want to shop to optimize the customer experience; (2) redirect corporate resources for better alignment with our strategy; and (3) right-size resources to better align with our revenue outlook in fiscal 2025.

International revenue was $3.4 billion in fiscal 2024, including approximately $60 million of revenue from the 53rd week.

| | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | |

International restructuring charges incurred in fiscal 2024 were primarily comprised of employee termination benefits related to the enterprise-wide initiative that commenced in the fourth quarter of fiscal 2024.

| Operating income | $ | 1,574 | | | $ | 1,795 | | | $ | 3,039 | |

| Gain on sale of subsidiary, net(4) | | (0.10) | | | | \- | | | | \- | |

(3)Represents restructuring charges primarily related to the Fiscal 2024 Restructuring Initiative, the Fiscal 2023 Resource Optimization Initiative and the Mexico Exit and Strategic Realignment.

(4)Represents the gain on sale of a Mexico subsidiary subsequent to our exit from operations in Mexico.

Non-GAAP operating income rate decreased in fiscal 2024, primarily due to unfavorable SG&A rates in our Domestic and International segments, partially offset by a favorable gross profit rate in our Domestic segment.

| | February 3, 2024 | | | | January 28, 2023 | | |

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

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

Consistent with our comparable sales policy, the results of Current Health and Yardbird are excluded from our comparable sales calculation until the first quarter of fiscal 2024.

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.

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

And our strategy was to embrace that reality, and to lead not follow.

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.

| Consolidated Performance Summary | 2023 | | | | 2022 | | | | 2021 | | |

In fiscal 2023, we generated $46.3 billion in revenue and our comparable sales declined 9.9%.

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.

| Domestic Segment Performance Summary | 2023 | | | | 2022 | | | | 2021 | | |

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

In fiscal 2024, we currently expect to close approximately 20 to 30 Best Buy stores and to increase the number of Outlet Centers to approximately 30.

- 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 gross profit rate decreased in fiscal 2023, primarily due to lower product margin rates, including increased promotions, lower services margin rates, driven by the incremental customer benefits and associated costs from our Best Buy Totaltech membership offering compared to our previous Total Tech Support offer, and higher supply chain costs.

These decreases were partially offset by higher profit-sharing revenue from our private label and co-branded credit card arrangement and an approximately $30 million profit-sharing benefit from our services plan portfolio.

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.

| International Segment Performance Summary | 2023 | | | | 2022 | | | | 2021 | | |

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

| Mexico | | | | | | | | | | | | | | | | | | | | |

| Best Buy | 4 | | | \- | | | (4) | | | \- | | | \- | | | \- | | | \- | |

| Best Buy Express | \- | | | \- | | | \- | | | \- | | | \- | | | \- | | | \- | |

Additional Consolidated Results

| Price-fixing settlement(2) | | \- | | | | \- | | | | (21) | |

| Price-fixing settlement(2) | | \- | % | | | \- | % | | | 0.2 | % |

As of [removed: January 28, 2023,] [added: February 3, 2024,] we had [removed: $2.3] [added: $1.8] billion of cash, cash equivalents and restricted cash and [removed: $500 million] [added: $0.5 billion] of debt that has been swapped to floating rate, and therefore the net [added: asset] balance exposed to interest rate changes was [removed: $1.8] [added: $1.3] billion.

As of [removed: January 28, 2023,] [added: February 3, 2024,] a 50-basis point increase in short-term interest rates would have led to an estimated [removed: $9] [added: $6] million [removed: reduction] [added: increase] in [removed: net] interest [removed: expense,] [added: income,] and conversely a 50-basis point decrease in short-term interest rates would have led to an estimated [removed: $9] [added: $6] million [removed: increase] [added: decrease] in [removed: net] interest [removed: expense.][added: income.]

On a limited basis, we utilize foreign [removed: exchange] [added: currency] forward contracts to manage foreign currency exposure to certain forecasted inventory purchases, recognized receivable and payable balances and our investment in our Canadian operations.

During fiscal [removed: 2023,] [added: 2024,] foreign currency exchange rate fluctuations were primarily driven by the strength of the U.S. dollar compared to the Canadian dollar compared to the prior-year period, which had a negative overall impact on our revenue as this foreign currency revenue translated into less U.S. dollars.

We estimate that foreign currency exchange rate fluctuations had [removed: a net] [added: an] unfavorable impact on our revenue of approximately [removed: $162] [added: $90] million.

The impact of foreign exchange rate fluctuations on our net earnings in fiscal [removed: 2023] [added: 2024] was not significant.

We accomplish this by leveraging our [added: unique] combination of [removed: technology] [added: tech expertise] and a human touch to meet our customers’ everyday needs, whether they come to us online, visit our stores or invite us into their homes.

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 Home, TechLiquidators and [removed: Yardbird] [added: Yardbird;] and the domain names bestbuy.com, currenthealth.com, 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: Our] International segment is 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 are led by store management, more strategic decisions regarding, for example, store locations, format, category assortment and fulfillment [removed: strategy] [added: strategy,] are [removed: addressed at a] [added: led by our corporate teams with input from] market or regional [removed: level.][added: leadership.]

[removed: The] [added: Our] Best Buy Health [added: business has a dedicated] leadership team [added: that] manages the day-to-day affairs of all aspects of its business, while receiving support from certain Best Buy enterprise capabilities.

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

Appliances - large appliances (including dishwashers, laundry, ovens and refrigerators) and small appliances (including blenders, coffee [removed: makers] [added: makers, vacuums] and [removed: vacuums);][added: personal care);]

Entertainment - drones, gaming (including hardware, peripherals and software), movies, [removed: music,] toys, virtual reality and other software;

Services - [removed: consultation,] delivery, [removed: design,] health-related services, installation, memberships, repair, set-up, technical support and warranty-related services; and

Other - other product offerings, including baby, food and [removed: beverage, luggage, outdoor living] [added: beverage] and [removed: sporting goods.][added: outdoor living.]

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 for [removed: select] [added: many] products at most Domestic [removed: stores),] [added: stores) or] at an alternative pick-up location or take delivery direct to their [removed: homes.][added: residence or place of business.]

Our ship-from-store capability allows us to [removed: improve product availability] [added: offer additional fast] and [added: convenient] delivery [removed: times] [added: options] for customers.

In fiscal [removed: 2023,] [added: 2024,] our 20 largest suppliers accounted for approximately [removed: 79%] [added: 80%] of the merchandise we purchased, with five suppliers – Apple, Samsung, HP, [removed: LG and] Sony [added: and LG] – representing approximately [removed: 57%] [added: 55%] of total merchandise purchased.

We had [removed: 1,138] [added: 1,125] stores at the end of fiscal [removed: 2023] [added: 2024] throughout our Domestic and International segments.

We own or have the right to use valuable intellectual property such as trademarks, service marks and trade names, including, but not limited to, *Best Buy, Best Buy Ads, Best Buy Essentials, Best Buy Health, Best Buy Mobile, [removed: 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*, *TechLiquidators*, *Yardbird* and our *Yellow Tag* logo.

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

We believe our dedicated and knowledgeable people; our integrated online, retail and in-home assets; our broad and curated product assortment; our strong vendor partnerships; our service and support offerings designed to solve real customer needs; our unique ability to showcase technology in distinct store [removed: formats] [added: formats;] and our supply chain are important ways in which we maintain our competitive advantage.

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

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

[removed: We continue] [added: In our ongoing efforts] to reduce [removed: our] carbon emissions [removed: and plan to achieve this goal by investing] in [added: our operations, we support] energy efficiency [added: programs, including investments in energy efficiency] improvements, deploying small-scale onsite and utility-scale renewable energy [removed: systems, electrifying our fleet] [added: systems] and neutralizing residual emissions.

[removed: By monitoring] [added: We monitor] our water consumption across our [removed: business,] [added: business to identify] and [removed: identifying actions] [added: manage programs] that lessen our dependence on [removed: water, we continue to reduce our water usage.][added: water.]

[removed: We aim to help] [added: Our focus on sustainable products is centered on helping] our customers reduce their impact on the environment [removed: as well.][added: through the products we sell.]

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

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

[removed: The] [added: As of February 3, 2024, the] Best Buy [removed: Foundation currently supports] [added: Foundation™ supported] a network of [removed: 52] [added: 59] Best Buy Teen Tech Center® locations [added: across the U.S.] and [removed: has] [added: Canada, working toward] a goal of supporting 100 [removed: locations by 2025.][added: locations.]

At the end of fiscal [removed: 2023,] [added: 2024,] we employed more than [removed: 90,000] [added: 85,000] employees in the U.S. and [removed: Canada, comprised of approximately 58% full-time employees, 32% part-time employees and 10% seasonal/occasional employees.][added: Canada.]

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

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

[removed: In fiscal 2023, we elevated caregiver] [added: Caregiver] support [added: benefits through Joshin, a support system] for employees [added: and their loved ones] with a focus on disabilities and [removed: neurodivergence through a partnership with Joshin.][added: neurodivergence;]

[removed: Additionally,] [added: In fiscal 2024,] we continued our focus on:

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

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

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

For more information on environmental and social matters, as well as human capital management, please see Best Buy’s Fiscal [removed: 2023 Environmental, Social] [added: 2024 Corporate Responsibility] and [removed: Governance Report, including a Task Force for Climate Related Financial Disclosures index,] [added: Sustainability Report] expected to be published [removed: in June 2023,] [added: later this year,] at https://corporate.bestbuy.com/sustainability.

This website and the report are not part of this [removed: annual report] [added: Annual Report on Form 10-K] and are not incorporated by reference herein.

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

We are committed to propelling the circular economy forward, a system that aims to reduce waste and preserve resources.

We focus on our highest-impact areas, including in our operations, through the energy we procure and through the products we sell.

In our operations, we strive to reduce the use of natural resources.

We believe the following focus areas will help to reduce the use of natural resources and our impact on the environment while improving our efficiency and profitability:

To reduce waste and maximize resource efficiency, we continue our efforts to build a more sustainable supply chain by focusing on certifying our warehousing operations as TRUE zero waste.

We do this by providing a variety of energy-efficient products to our customers.

Best Buy is committed to helping prepare teens from disinvested communities for the tech-reliant careers of the future.

Employee volunteer programs like Geek Squad Academy spark excitement and interest in technology for young learners, while engaging our employees’ unique technical expertise.

Best Buy also serves as a fiscal sponsor of the Best Buy Foundation™, whose signature Best Buy Teen Tech Center® program consists of a network of youth-centered community hubs where teens can engage with the latest technology, learn career skills, and interact with safe and supportive mentors.

We are proud and encouraged by what we have accomplished collectively to expand inclusion, diversity and equity at Best Buy over the past few years.

Now we are evolving our strategic focus to advance four specific outcomes:

Employee Engagement: We want Best Buy employees to feel connected to the company’s values, vision and purpose, and have opportunities to thrive.

Retention: Best Buy seeks to establish and uphold a best-in-class retention approach across all demographics.

Representation: We aim to provide Best Buy employees from diverse backgrounds with equal opportunities at all levels in the organization.

Culture of Belonging: Best Buy endeavors to foster an environment where employees feel welcomed and can build strong relationships through demonstrating our inclusive behaviors: vulnerability, empathy, courage and grace.

We continue to invest in our employees and their skill development to enable customized learning experiences.

This helps to create a more adaptable and resilient workforce and enhances our competitive advantage.

With the continued goal of personalizing learning opportunities, we transitioned to offering new types of training experiences in fiscal 2024.

This included side-by-side trainings, enabling employees to learn and grow alongside their peers and leaders in condensed training formats.

Examples of enhancements include:

We evolved the onboarding experience, optimizing this for new employees.

We also created new, consistent onboarding experiences in our supply chain, services teams, call centers and project teams.

We built an internal program to apply industry-leading learning methodologies and focused on building enterprise leaders who are more equipped to lead through times of uncertainty and change, while growing and transforming Best Buy for the future.

Dedicated support through Included Health, a benefit that connects members to culturally competent providers who understand the unique needs of their community;

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

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

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.

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 spending:

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

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

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

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

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 our customers collectively at least $5 billion on utility bills.

We have collected more than 2.7 billion pounds of electronics and appliances for recycling since 2009, including more than 183 million pounds in fiscal 2023.

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

The Best Buy Foundation is working to build brighter futures for teens from disinvested communities.

Through the Best Buy Teen Tech Centers and a suite of supporting programs, teens are able to prepare for careers of the future through access to:

cutting-edge technology and related training;

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

mentors who inspire new passions and possibilities;

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

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

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

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

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

filled 25% of new, salaried field positions with female employees, compared to our goal to fill one of three positions.

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.

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

For our communities, we 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 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 2023, each of our U.S. employees spent an average of at least 44 hours on training and development.

We made the following enhancements to our training and development program in fiscal 2023:

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;

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

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.

We strive to help our employees live happy, healthy and productive lives that balances work and home.

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;

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

][added: 3](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203x10kg001.jpg)]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July [removed: 29, 2022,] [added: 28, 2023,] was approximately [removed: $13.4] [added: $14.1] billion, computed by reference to the price of [removed: $76.99] [added: $82.90] per share, the price at which the common equity was last sold on July [removed: 29, 2022,] [added: 28, 2023,] as reported on the New York Stock Exchange-Composite Index.

As of March [removed: 15, 2023,] [added: 13, 2024,] the registrant had [removed: 218,045,737] [added: 215,381,395] 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: 2023] [added: 2024] Regular Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III.

BEST BUY FISCAL [removed: 2023] [added: 2024] FORM 10-K

| [Item [removed: 1.](#Item1Business)] [added: 1](#Item1Business).] | [removed: [Business.](#Item1Business)] [added: [Business](#Item1Business).] | 4 |

| | [Information about our Executive Officers](#ExecutiveOfficersoftheRegistrant). | [removed: 20] [added: 21] |

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

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

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

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

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

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

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

| [Item 11.](#Item11) | [Executive Compensation.](#Item11) | [removed: 64] [added: 65] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity). | 18 |

We rely heavily on information technology systems to operate and manage all key aspects of our business.

We also process substantial volumes of confidential business information and sensitive consumer and employee personal information, which if impacted by cyber threats could result in financial and reputational harms and regulatory sanction.

We have developed and implemented, and update on an ongoing basis, a risk-based information security program designed to identify, assess and manage material risks from cybersecurity threats.

*Cybersecurity Risk Management and Strategy*

Our information security program comprises administrative, technical and physical safeguards designed, under a risk-based approach, to reasonably mitigate cybersecurity risks to the confidentiality, integrity or availability of our information systems and information.

These include safeguards designed to oversee service-provider relationships in a manner consistent with the risks presented by the engagement and use of the service provider.

The program deploys multiple layers of controls designed to identify, protect against, detect, respond to and recover from information security and cybersecurity incidents and our Cyber Security Incident Response Team, which is part of our Enterprise Information Protection (“EIP”) organization, plays a core role in detecting, mitigating and remediating cybersecurity incidents.

Based on the nature and severity of the incident, our response is to be guided by documented incident response plans.

These plans outline steps to be followed, functional areas to be engaged, internal escalations to be pursued (which may include, as appropriate, senior management, executive management and the Board) and stakeholders to be notified.

Third parties also play a role in our cybersecurity.

We engage third parties for advice and support in the design and implementation of certain program elements and leverage third-party tools to help identify and mitigate cybersecurity risks.

Certain specific, defined components of our technology environment are assessed by third-party auditors with a view to alignment with industry standards such as, for example, the Payment Card Industry Data Security Standards.

We also periodically retain outside expertise to conduct a maturity assessment of our program against industry standards and participants.

Our program is informed by industry standards such as, for example, the National Institute of Standards and Technology’s Framework for Improving Critical Infrastructure Cybersecurity (“NIST CSF”), but this does not imply that we meet all technical standards, specifications or requirements under the NIST CSF or other sources.

We have combatted cybersecurity threats in the normal course of business, but prior cybersecurity incidents have not materially affected, and do not appear likely to materially affect, our operations, business strategy, results of operations or financial condition.

However, our Enterprise Risk Management program has recognized that we face ongoing risks from cybersecurity threats that, if not successfully prevented or mitigated, could materially affect us, including our operations, business strategy, results of operations or financial condition.

For additional information on this risk, see Item 1A, *Risk Factors,* of this Annual Report on Form 10-K.

*Cybersecurity Governance*

Our Board, with oversight by the Audit Committee, oversees management’s processes for identifying and mitigating cybersecurity risks.

Executive management including our Chief Information Security Officer (“CISO”), who reports to our General Counsel & Chief Risk Officer, updates the Audit Committee on our cybersecurity posture no less frequently than quarterly and periodically update the full Board.

Our EIP organization, led by our CISO, is responsible for the design and implementation of our information security program.

Our current CISO has been with the Company for more than eight years—serving as our CISO for nearly seven years—and has extensive cybersecurity experience through leadership and consulting roles.

His current leadership team comprising seven individuals has over 130 years of combined cybersecurity experience.

These and other EIP team members work closely with stakeholders across the Company to implement the program’s policies, standards and processes and help ensure awareness that securing customer information and honoring our privacy promises are core employee obligations, as highlighted in our Code of Ethics and reinforced through our Valuable Information Protection training program.

The location and total square footage of our Domestic segment stores at the end of fiscal [removed: 2023] [added: 2024] were as follows:

| Alabama | | 11 | | | Nebraska | | [removed: 5] [added: 4] | |

| Arizona | | [removed: 22] [added: 21] | | | New Hampshire | | 6 | |

| California | | [removed: 133] [added: 130] | | | New Mexico | | 5 | |

| Colorado | | [removed: 23] [added: 22] | | | New York | | [removed: 47] [added: 45] | |

| Connecticut | | [removed: 10] [added: 9] | | | North Carolina | | [removed: 31] [added: 32] | |

| District of Columbia | | 1 | | | Ohio | | [removed: 32] [added: 34] | |

| Florida | | [removed: 61] [added: 62] | | | Oklahoma | | 12 | |

| Illinois | | [removed: 42] [added: 41] | | | Rhode Island | | 1 | |

| Kansas | | 8 | | | Tennessee | | [removed: 14] [added: 13] | |

| Kentucky | | 9 | | | Texas | | [removed: 100] [added: 101] | |

| Maryland | | [removed: 22] [added: 19] | | | Virginia | | [removed: 31] [added: 30] | |

| Michigan | | [removed: 29] [added: 28] | | | West Virginia | | 5 | |

| Minnesota | | [removed: 20] [added: 19] | | | Wisconsin | | [removed: 20] [added: 22] | |

| Missouri | | [removed: 17] [added: 14] | | | Total Domestic store count | | [removed: 978] [added: 965] | |

| Montana | | 3 | | | Square footage (in thousands) | | [removed: 37,388] [added: 36,771] | |

(1)Includes 20 Pacific Sales stores, [removed: 19] [added: 22] Best Buy Outlet Centers and [removed: 14] [added: 22] Yardbird stand-alone stores.

The location and total square footage of our International segment stores at the end of fiscal [removed: 2023] [added: 2024] were as follows:

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

| Nova Scotia | | [removed: 4] [added: 3] | |

| Square footage (in thousands) | | [removed: 3,621] [added: 3,623] | |

(1)Includes [removed: 33] [added: 32] Best Buy Mobile stores.

The ownership status of our stores at the end of fiscal [removed: 2023] [added: 2024] was as follows:

The ownership status and total square footage of space utilized for distribution at the end of fiscal [removed: 2023] [added: 2024] were as follows:

| Domestic | | | | | | [removed: 14,393] [added: 14,987] | | | | 3,168 | |

(1)

| Domestic | | 910 | | | | 23 | | | | 32 | |

| | | | | | | | | |

| | | | |

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

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

| Corie S. Barry | | [removed: 47] [added: 48] | | Chief Executive Officer | | | [removed: 23] [added: 24] | |

| Matt Bilunas | | [removed: 50] [added: 51] | | [added: Senior Executive Vice President of Enterprise Strategy,] Chief Financial Officer | | | [removed: 17] [added: 18] | |

| Damien Harmon | | [removed: 44] [added: 45] | | [added: Senior] Executive Vice [removed: President, Omnichannel] [added: President of Customer, Channel Experiences & Enterprise Services] | | | [removed: 4] [added: 5] | |

| Todd G. Hartman | | [removed: 56] [added: 57] | | General Counsel and Chief Risk Officer | | | [removed: 17] [added: 18] | |

| Kamy Scarlett | | [removed: 59] [added: 60] | | [added: Senior] Executive Vice [removed: President,] [added: President of] Human [removed: Resources] [added: Resources, Corporate Affairs] and [removed: Best Buy] Canada | | | [removed: 9] [added: 10] | |

| Mathew R. Watson | | [removed: 52] [added: 53] | | Senior Vice President, Controller and Chief Accounting Officer | | | [removed: 17] [added: 18] | |

Prior to her current role, she served as [added: our] chief financial officer [removed: and] [added: &] 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 Health.

Ms. Barry serves on the board of directors for [added: Best Buy Co., Inc., and] Domino’s Pizza Inc. and the board of trustees for the College of St. Benedict.

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 [added: Senior Executive Vice President of Enterprise Strategy,] Chief Financial [removed: Officer, appointed in 2019.][added: Officer (“CFO”).]

In this role, he is responsible for overseeing all aspects of global [removed: finance] [added: finance, inclusive of audit, procurement] and [removed: strategic planning,] [added: financial services,] as well as [removed: audit, procurement] [added: enterprise strategy] and [removed: financial services.][added: real estate.]

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

Prior to [removed: his current role,] [added: becoming CFO in 2019,] he was senior vice president of enterprise and merchandise finance [removed: since 2017;] [added: from 2017 to 2019;] vice president, finance for category, e-commerce and marketing from 2015 to 2017; and vice president, category finance from 2014 [removed: until] [added: to] 2015.

In this role, he oversees all elements of merchandising and product category [removed: management] [added: management, supply chain and marketing] for Best Buy’s core U.S. [removed: business, including demand planning, buying, pricing and promotional planning.][added: business.]

Mr. Bonfig has served in merchant roles for the [removed: company] [added: Company] for over 20 [removed: years.][added: years, working in and leading some of the most complex product categories.]

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

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

[removed: He] [added: Mr. Bonfig] serves on the board of the Best Buy Foundation.

[removed: Damien Harmon has served as our Executive Vice President, Omnichannel since 2021 and is responsible for establishing] [added: He established] a dedicated operations plan [removed: that enhances] [added: to enhance] the [removed: company’s] [added: Company’s] ability to create seamless experiences for our customers.

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

[added: Prior to that,] Mr. Harmon [removed: previously] served as president, operations from 2020 to 2021 and senior vice president of workforce design from 2019 to 2020.

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

In this role, she oversees talent development and the health and well-being of [removed: the more than 90,000 Best Buy] [added: our] employees [removed: worldwide.][added: worldwide, communications and public affairs, and our Canadian business.]

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

She was responsible for sales and profits in [removed: more than 180 stores] [added: the Company’s stores,] in addition to enacting the human resources and talent management strategies for the [removed: company.][added: Canadian operations.]

She has served in a variety of [removed: retail] [added: retail,] operations, marketing and human resources leadership roles since beginning her career in retail more than 30 years ago.

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

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

Mr. Watson [removed: has] served in the role of vice president, finance - controller [removed: since 2014.][added: from 2014 to April 2015.]

(As of March 13, 2024)

| Jason Bonfig | | 47 | | Senior Executive Vice President of Customer Offerings and Fulfillment | | | 25 | |

In that role, she also played a critical role in developing and executing the Company’s Building the New Blue growth strategy and related transformation.

Mr. Bilunas serves on the board of Genesco, Inc.

Jason Bonfig is our Senior Executive Vice President of Customer Offerings and Fulfillment.

Damien Harmon is our Senior Executive Vice President of Customer, Channel Experiences & Enterprise Services.

He is responsible for the end-to-end customer experience and the work that enhances every interaction with our customers and employees in his organization.

His areas of responsibility include stores and operations, in-home services and sales, virtual experiences, call centers, membership, and customer strategy, relationship offerings and insights.

Mr. Harmon previously served as executive vice president of omnichannel from 2021 to 2023.

He also oversaw our real estate portfolio, stores, operations, services and experiences that span from stores to virtual to in customers’ homes.

Mr. Harmon serves on the board of Driven Brands and on the board of the Petco Love Foundation.

A Minnesota native, he worked for several years as a telecommunications and technology attorney in Washington, D.C., before returning to Minneapolis.

Mr. Hartman sits on the advisory board of Markaaz, Inc. He serves as treasurer of the Retail Litigation Center and as chair of the Best Buy Foundation.

He also sits on the board of the Guthrie Theater and on the board of Trademark Theater.

Kamy Scarlett is our Senior Executive Vice President of Human Resources, Corporate Affairs and Canada.

Additionally, Ms. Scarlett serves as Executive Vice President of Best Buy Canada, where the Company operates more than 150 stores.

She was appointed executive vice president, human resources in 2017.

She also assumed responsibility for Best Buy Canada in 2021 and communications and public affairs in 2023.

(As of March 15, 2023)

| Jason Bonfig | | 46 | | Chief Merchandising Officer | | | 24 | |

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

Jason Bonfig was appointed our Chief Merchandising Officer in 2019.

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

Mr. Harmon serves on the boards of the Petlove Foundation and the Best Buy Foundation.

He serves as chair of the Best Buy Foundation and on the board of the Guthrie Theater.

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

In fiscal 2004, our Board [added: of Directors (“Board”)] initiated the payment of a regular quarterly cash dividend with respect to shares of our common stock.

As of March [removed: 15, 2023,] [added: 13, 2024,] there were [removed: 1,955] [added: 1,898] holders of record of our common stock.

During fiscal [removed: 2023,] [added: 2024,] we repurchased and retired [removed: 11.8] [added: 4.7] million shares at a cost of [removed: $1.0 billion.][added: $340 million.]

Information regarding our repurchases of common stock during the fourth quarter of fiscal [removed: 2023] [added: 2024] was as follows:

The graph below compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return on the Standard & Poor's [added: (“S&P”)] 500 Index (“S&P 500”), of which we are a component, and the [removed: Standard] [added: S&P 500 Consumer Discretionary Distribution] & [removed: Poor's] [added: Retail Index (formerly the S&P 500] Retailing Group Industry [removed: Index (“S&P Retailing Group”),] [added: Index),] of which we are also a component.

The S&P [removed: Retailing Group] [added: 500 Consumer Discretionary Distribution & Retail Index] is a capitalization-weighted index of domestic equities traded on the NYSE and NASDAQ and includes high-capitalization stocks representing the retail sector of the S&P 500.

The graph assumes an investment of $100 at the close of trading on February [removed: 2, 2018,] [added: 1, 2019,] the last trading day of fiscal [removed: 2018,] [added: 2019,] in our common stock, the S&P 500 [added: Index] and the S&P [removed: Retailing Group.][added: 500 Consumer Discretionary Distribution & Retail Index.]

Among Best Buy Co., Inc., the S&P 500 [removed: and the S&P Retailing Group][added: Index]

Description automatically [removed: generated](https://www.sec.gov/Archives/edgar/data/764478/000076447823000006/bby-20230128x10kg002.jpg)][added: generated with medium confidence](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203x10kg002.jpg)]

| Fiscal Years Ended | February [removed: 3, 2018 | | | | February] 2, 2019 | | | | February 1, 2020 | | | | January 30, 2021 | | | | January 29, 2022 | | | | January 28, 2023 | | | [added: | February 3, 2024 | | |]

[removed: * Cumulative] [added: *Cumulative] total return assumes dividend reinvestment.

On February 29, 2024, we announced the Board’s approval of a 2% increase in the regularly quarterly cash dividend to $0.94 per share.

| Oct. 29, 2023 through Nov. 25, 2023 | 952,139 | | | $ | 66.06 | | | 952,139 | | | $ | 3,784,000,000 | |

| Nov. 26, 2023 through Dec. 30, 2023 | \- | | | $ | \- | | | \- | | | $ | 3,784,000,000 | |

| Dec. 31, 2023 through Feb. 3, 2024 | \- | | | $ | \- | | | \- | | | $ | 3,784,000,000 | |

| Total fiscal 2024 fourth quarter | 952,139 | | | $ | 66.06 | | | 952,139 | | | $ | 3,784,000,000 | |

and the S&P 500 Consumer Discretionary Distribution & Retail Index

![A graph of a graph

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

| Best Buy Co., Inc. | $ | 100.00 | | | $ | 148.97 | | | $ | 196.72 | | | $ | 181.12 | | | $ | 165.13 | | | $ | 154.14 | |

| S&P 500 | $ | 100.00 | | | $ | 121.68 | | | $ | 142.67 | | | $ | 175.90 | | | $ | 161.45 | | | $ | 195.06 | |

| S&P 500 Consumer Discretionary Distribution & Retail | $ | 100.00 | | | $ | 117.54 | | | $ | 166.19 | | | $ | 180.56 | | | $ | 147.66 | | | $ | 190.67 | |

On March 2, 2023, we announced an increase in our regular quarterly dividend from $0.88 per share to $0.92 per share.

| 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 | |

![Chart, line chart

| 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 | |

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 [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023.][added: February 3, 2024.]

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023.][added: February 3, 2024.]

We have audited the accompanying consolidated balance sheets of Best Buy Co., Inc. and subsidiaries (the "Company") as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of earnings, comprehensive income, cash flows and changes in shareholders’ equity for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] 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: 17, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Vendor [removed: Allowances — Refer] [added: Allowances – Domestic Reporting Segment — Refer] to Note 1 to the financial statements

Funds that are determined to be a reimbursement of specific, [removed: incremental,] [added: incremental] and identifiable costs incurred to sell a vendor’s products are recorded as an offset to the related expense [added: within SG&A on our Consolidated Statements of Earnings] when incurred.

Given the significance of vendor allowances [added: recorded by the Domestic Reporting Segment] to the financial statements and [added: the] volume and diversity of [removed: the] individual vendor agreements, auditing [added: these] vendor allowances was complex and subjective due to the extent of effort required to evaluate whether [removed: the] [added: these] vendor allowances were recorded in accordance with the terms of the vendor agreements and that [removed: the] [added: these] allowances deferred as an offset to inventory were complete and accurate.

Our audit procedures related to evaluating whether [removed: the] [added: these] vendor allowances were recorded in accordance with the terms of the vendor agreements and the completeness and accuracy of deferred vendor allowances included the following, among others:

We tested the effectiveness of controls over the recording of [added: these] vendor allowances, including management's controls over the establishment of vendor arrangements, the calculation of vendor allowances earned, and the determination of the deferred vendor allowances recorded as a reduction to inventory.

We selected a sample of [added: these] vendor allowances recorded as a reduction of cost of sales and (1) recalculated the amount recognized using the terms of the vendor agreement; (2) [removed: for certain arrangements, confirmed the terms of the agreement directly with the vendor; and (3)] evaluated, based on the terms of the agreement, if the amount should be deferred and recorded as a reduction of merchandise [removed: inventory.][added: inventory; and (3) tested the settlement of the arrangement.]

We tested the amount of [added: these] deferred vendor allowances recorded as a reduction to inventory by developing an expectation for the amount and comparing our expectation to the amount recorded by management.

The goodwill balance was $1,383 million as of [removed: January 28, 2023,] [added: February 3, 2024,] of which $891 million was related to the Best Buy Health reporting unit.

The [removed: Company uses the] discounted cash flow model [removed: 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 cash [removed: flows] [added: flows,] such as revenue growth rates and [added: margin 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 cash flows, such as revenue growth [added: rates and margin] rates, and estimates of the 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 cash flows, such as revenue growth rates and [added: margin 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 revenue and [added: margin rates, and] estimates of the weighted average cost of capital rate.

We evaluated management’s ability to accurately forecast future revenues [added: and margin rates] by comparing actual results to management’s historical forecasts.

We evaluated the reasonableness of management’s revenue forecasts [removed: for the new products] and [removed: services] [added: margin rates] by comparing the forecasts to: (1) the Company’s historical revenue growth rates, [removed: including] [added: including,] for [added: new products and services,] 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; [removed: and] (4) [added: forecasted information included in industry reports, applicable market data, and certain peer companies; and (5)] underlying analyses detailing business strategies and growth plans.

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

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 [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: January 28, 2023,] [added: February 3, 2024,] of the Company and our report dated March [removed: 17, 2023,] [added: 15, 2024,] expressed an unqualified opinion on those financial statements.

| | [added: February 3, 2024 | | | |] January 28, 2023 | | | | January 29, 2022 | | |

| Cash and cash equivalents | $ | [added: 1,447 | | | $ |] 1,874 | | | $ | 2,936 | |

| Receivables, net | | [removed: 1,141] [added: 939] | | | | [removed: 1,042] [added: 1,141] | |

| Merchandise inventories | | [removed: 5,140] [added: 4,958] | | | | [removed: 5,965] [added: 5,140] | |

| Other current assets | | [removed: 647] [added: 553] | | | | [removed: 596] [added: 647] | |

| Total current assets | | [removed: 8,802] [added: 7,897] | | | | [removed: 10,539] [added: 8,802] | |

| Land and buildings | | [removed: 688] [added: 702] | | | | [removed: 671] [added: 688] | |

| Leasehold improvements | | [removed: 2,260] [added: 2,275] | | | | [removed: 2,160] [added: 2,260] | |

| Fixtures and equipment | | [removed: 3,928] [added: 4,002] | | | | [removed: 5,419] [added: 3,928] | |

| Property under finance leases | | [removed: 100] [added: 97] | | | | [removed: 91] [added: 100] | |

| Gross property and equipment | | [removed: 6,976] [added: 7,076] | | | | [removed: 8,341] [added: 6,976] | |

| Less accumulated depreciation | | [removed: 4,624] [added: 4,816] | | | | [removed: 6,091] [added: 4,624] | |

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

| Operating lease assets | | [removed: 2,746] [added: 2,758] | | | | [removed: 2,654] [added: 2,746] | |

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

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

The Company uses a combination of the discounted cash flow model and market data to estimate the fair value of the Best Buy Health reporting unit.

March 15, 2024

‎

March 15, 2024

| | February 3, 2024 | | | | January 28, 2023 | | |

| Gain on sale of subsidiary, net | | 21 | | | | \- | | | | \- | |

| Fiscal Years Ended | February 3, 2024 | | | | January 28, 2023 | | | | January 29, 2022 | | |

| Net earnings | $ | 1,241 | | | $ | 1,419 | | | $ | 2,454 | |

| Fiscal Years Ended | February 3, 2024 | | | | January 28, 2023 | | | | January 29, 2022 | | |

| Net earnings | $ | 1,241 | | | $ | 1,419 | | | $ | 2,454 | |

| Gain on sale of subsidiary, net | | (21) | | | | \- | | | | \- | |

| Additions to property and equipment | | (795) | | | | (930) | | | | (737) | |

| Net proceeds from sale of subsidiary | | 14 | | | | \- | | | | \- | |

| Income taxes paid (includes payments for purchased tax credits of $103 million, $2 million and $4 million, respectively) | $ | 543 | | | $ | 283 | | | $ | 716 | |

| Repurchase of common stock | | (4.7) | | | | \- | | | | (168) | | | | (172) | | | | \- | | | | (340) | |

| Balances as of February 3, 2024 | | 215.4 | | | $ | 22 | | | $ | 31 | | | $ | 2,683 | | | $ | 317 | | | $ | 3,053 | |

In fiscal 2024, we completed the sale of a Mexico subsidiary subsequent to our exit from operations in Mexico and recognized a $21 million gain within Gain on sale of subsidiary, net on our Consolidated Statements of Earnings.

Refer to Note 3, *Restructuring*, for additional information regarding our exit from operations in Mexico.

Fiscal 2024, fiscal 2023 and fiscal 2022 ended February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

Unless otherwise noted, references to years in these notes to consolidated financial statements relate to fiscal years, and not calendar years.

Fiscal 2024 included 53 weeks with the 53rd week occurring in the fiscal fourth quarter.

Adopted Accounting Pronouncements

In the first quarter of fiscal 2024, we adopted the Accounting Standards Update (“ASU”) 2022-04, *Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*.

ASU 2022-04 requires entities to disclose the key terms of the supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period.

Beginning in fiscal 2025, an annual roll-forward of such obligations is also required.

Below are the applicable disclosures as a result of ASU 2022-04.

*Supply Chain Financing*

We have a supply chain financing program with an independent financial institution, whereby some of our suppliers have the opportunity to receive accounts payable settlements early, at a discount, facilitated by the financial institution.

Under this program, the financial institution agrees to terms with our suppliers, including amounts that are eligible for early payment, the timing of such payments and the discounts.

The financial institution then pays the supplier based on the payment terms agreed to.

Suppliers’ participation in this program is at their own option.

The financial institution can vary discounts offered at their own discretion.

Our rights and obligations to our suppliers – which are typically formalized in standardized agreements – are not affected by the existence of the program.

Our liability associated with the funded participation in the program, which is included in Accounts payable on our Consolidated Balance Sheets, was $426 million and $386 million as of February 3, 2024, and January 28, 2023, respectively.

New Accounting Pronouncements and Disclosure Rules

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which enhances reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact of the ASU and expect to include updated segment expense disclosures in our fiscal 2025 Form 10-K.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories meeting a quantitative threshold within the income tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction.

Where confirmation responses from vendors were not received, we completed alternative procedures such as agreement to underlying contractual arrangements, tested the settlement of the arrangement and held discussions with a sample of Company buyers to understand the terms of the agreement.

March 17, 2023

| | | | | | | | |

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

| Cash flow hedges | | \- | | | | \- | | | | (2) | |

| Reclassification of cumulative translation adjustments into earnings due to exit of business | | \- | | | | \- | | | | 39 | |

| Additions to property and equipment, net of $35, $46 and $32, respectively, of non-cash capital expenditures | | (930) | | | | (737) | | | | (713) | |

| Borrowings of debt | | \- | | | | \- | | | | 1,892 | |

| Income taxes paid | $ | 283 | | | $ | 716 | | | $ | 442 | |

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

| Balances as of February 1, 2020 | | 256.5 | | | $ | 26 | | | $ | \- | | | $ | 3,158 | | | $ | 295 | | | $ | 3,479 | |

| Cash flow hedges | | \- | | | | \- | | | | \- | | | | \- | | | | (2) | | | | (2) | |

| Reclassification of cumulative translation adjustments into earnings due to exit of business | | \- | | | | \- | | | | \- | | | | \- | | | | 39 | | | | 39 | |

| Repurchase of common stock | | (3.1) | | | | \- | | | | (175) | | | | (143) | | | | \- | | | | (318) | |

In the first quarter of fiscal 2021, we concluded that the COVID-19 pandemic’s impact on our store operations was a triggering event to review for potential impairments of our store assets.

As a result of this analysis, we recorded an immaterial asset impairment charge for a small number of stores within SG&A.

No other triggering events were identified for the periods presented.

For these sales, control passes upon providing access of the content to the customer.

There is judgment in (1) determining the level at which we apply a portfolio approach to these contracts; (2) measuring the relative standalone selling price for performance obligations within these contracts to the extent that they are only bundled and sold to customers with other performance obligations, or alternatively, using a cost-plus margin approach; and (3) assessing the pattern of delivery across multiple portfolios of customers, including estimating current and future usage patterns.

Funds that are determined to be a reimbursement of specific, incremental and identifiable costs incurred to sell a vendor’s products are recorded as an offset to the related expense within SG&A when incurred.

Advertising costs consist primarily of digital advertisements.

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

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

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

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.

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

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

| | Statement of | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | |

| Termination benefits | Restructuring charges | | | | | | (40) | | | | (1) | | | | (41) | | | | 123 | | | | 20 | | | | 143 | |

| | | | | | | $ | (40) | | | $ | (1) | | | $ | (41) | | | $ | 133 | | | $ | 144 | | | $ | 277 | |

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

| Inventory markdowns | Cost of sales | | | | | $ | \- | | | $ | 17 | | | $ | 17 | |

| Asset impairments(1) | Restructuring charges | | | | | | 10 | | | | 63 | | | | 73 | |

| Termination benefits | Restructuring charges | | | | | | 83 | | | | 20 | | | | 103 | |

| Currency translation adjustment | Restructuring charges | | | | | | \- | | | | 39 | | | | 39 | |

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

| Balances as of January 30, 2021 | | | | | | $ | 104 | | | $ | 20 | | | $ | 124 | |

| Charges | | | | | | | 4 | | | | \- | | | | 4 | |

| Changes in foreign currency exchange rates | | | | | | | \- | | | | (1) | | | | (1) | |

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 [removed: January 28, 2023.][added: February 3, 2024.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of [removed: January 28, 2023,] [added: February 3, 2024,] our disclosure controls and procedures were effective.

There were no changes in internal control over financial reporting during the fiscal fourth quarter ended [removed: January 28, 2023,] [added: February 3, 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Rule 10b5-1 Plan Elections*

Set forth below are developments regarding trading plan arrangements among our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) for the quarter ended February 3, 2024.

On December 6, 2023, Jason Bonfig, the Company’s Senior Executive Vice President of Customer Offerings and Fulfillment, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the potential sale of up to 28,500 shares of our common stock through February 28, 2025.

*Other Information*

The information required by this Item is incorporated by reference to the applicable information in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Regular Meeting of Shareholders (the [removed: “2023] [added: “2024] Proxy Statement”), which is expected to be filed with the SEC on or before [removed: May 26, 2023.][added: June 2, 2024.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/764478/000076447820000040/bby-20200611xex3_1.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/764478/000076447820000040/bby-20200611xex3_1.htm)] | | [Amended and Restated Articles of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/764478/000076447820000040/bby-20200611xex3_1.htm)] [added: Incorporation](http://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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] | | [Amended and Restated [removed: By-Laws](https://www.sec.gov/Archives/edgar/data/764478/000076447818000029/exhibit3161418.htm)] [added: By-Laws](http://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)] [added: [4.1](http://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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/764478/000104746911001822/a2202436zex-4_1.htm)] [added: trustee](http://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)] [added: [4.2](http://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 [removed: successor](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] [added: successor](http://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)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] | | [Form of 4.450% Notes due 2028 (included in Exhibit [removed: 4.2)](https://www.sec.gov/Archives/edgar/data/764478/000110465918059137/a18-31182_4ex4d1.htm)] [added: 4.2)](http://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)] [added: [4.4](http://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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] [added: trustee](http://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)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] | | [Form of 1.950% Notes due 2030 (included in Exhibit [removed: 4.4)](https://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] [added: 4.4)](http://www.sec.gov/Archives/edgar/data/764478/000110465920111025/tm2031456d6_ex4-1.htm)] | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/764478/000076447821000032/bby-20210518xex10_1.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/764478/000076447823000012/bby-20230412xex10_1.htm)] | | [Five-Year Credit Agreement dated as of [removed: May 18, 2021,] [added: April 12, 2023,] among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/764478/000076447821000032/bby-20210518xex10_1.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/764478/000076447823000012/bby-20230412xex10_1.htm)] | | 8-K | | 10.1 | | [removed: 5/20/2021] [added: 4/13/2023] | | |

| [removed: [*10.2](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] [added: [*10.2](http://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] | | [Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/764478/000110465911039324/a11-18501_1ex99.htm)] [added: amended](http://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)] [added: [*10.3](http://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 [removed: Directors](https://www.sec.gov/Archives/edgar/data/764478/000104746910004349/a2197223zex-10_7.htm)] [added: Directors](http://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)] [added: [*10.4](http://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] | | [Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. [removed: Schulze](https://www.sec.gov/Archives/edgar/data/764478/000076447813000011/exhibit99232513.htm)] [added: Schulze](http://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)] [added: [*10.5](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program [removed: Award](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1019.htm)] [added: Award](http://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)] [added: [*10.6](http://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] | | [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/764478/000076447814000011/bby-2014ex1020.htm)] [added: Agreement](http://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)] [added: [*10.7](http://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] | | [Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement [removed: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000066/bby11114ex101.htm)] [added: (2014)](http://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)] [added: [*10.8](#http://www.sec.gov/Archives/edgar/data/764478/000076447814000014/bbydefinitiveproxy2014.htm)] | | [Best Buy Co., Inc. 2014 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447814000035/bbys-861714.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/764478/000076447814000014/bbydefinitiveproxy2014.htm#s6bd9fadfd8234610aec80ce1e79eff95)] | | [removed: S-8] [added: DEF 14A] | | [removed: 99] [added: App. B] | | [removed: 6/17/2014] [added: 4/29/2014] | | |

| [removed: [*10.9](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] [added: [*10.9](http://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] | | [Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement [removed: (2014)](https://www.sec.gov/Archives/edgar/data/764478/000076447814000051/bby8214ex101.htm)] [added: (2014)](http://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)] [added: [*10.10](http://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] | | [Best Buy Sixth Amended and Restated Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447815000014/bby-2015ex1019.htm)] [added: Plan](http://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)] [added: [*10.11](http://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors [removed: (2015)](https://www.sec.gov/Archives/edgar/data/764478/000076447815000042/bby8115ex101.htm)] [added: (2015)](http://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)] [added: [*10.12](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement [removed: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex101.htm)] [added: (2016)](http://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)] [added: [*10.13](http://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors [removed: (2016)](https://www.sec.gov/Archives/edgar/data/764478/000076447816000075/bby043016ex102.htm)] [added: (2016)](http://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)] [added: [*10.14](http://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex101.htm)] [added: Shares](http://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)] [added: [*10.15](http://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 [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447817000018/bby42917ex102.htm)] [added: Units](http://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)] [added: [*10.16](#http://www.sec.gov/Archives/edgar/data/764478/000076447817000011/bbydefinitiveproxy2017.htm)] | | [Best Buy Co., Inc. Amended & Restated 2014 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447817000023/bbys-862117.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/764478/000076447817000011/bbydefinitiveproxy2017.htm#s644837a161774123bb31ad5415cfbfcb)] | | [removed: S-8] [added: DEF 14A] | | [removed: 99] [added: App. A] | | [removed: 6/21/2017] [added: 5/1/2017] | | |

| [removed: [*10.17](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] [added: [*10.17](http://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 [removed: (2017)](https://www.sec.gov/Archives/edgar/data/764478/000076447817000032/bby72917ex102.htm)] [added: (2017)](http://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)] [added: [*10.18](http://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 [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex101-q1fy19.htm)] [added: Shares](http://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)] [added: [*10.19](http://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 [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447818000024/bby5518ex102-q1fy19.htm)] [added: Units](http://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)] [added: [*10.20](http://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – [removed: Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447818000043/bby8418ex101-q2fy19.htm)] [added: Directors](http://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)] [added: [*10.21](http://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., [removed: Inc.](https://www.sec.gov/Archives/edgar/data/764478/000076447819000016/bby-20190413xex10_2.htm)] [added: Inc.](http://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)] [added: [*10.22](http://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 [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_1.htm)] [added: Shares](http://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)] [added: [*10.23](http://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 [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447819000028/bby-20190504xex10_2.htm)] [added: Units](http://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)] [added: [*10.24](http://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) – [removed: Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447819000042/bby-20190803xex10_1.htm)] [added: Directors](http://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)] [added: [*10.25](http://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 [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_2.htm)] [added: Shares](http://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)] [added: [*10.26](http://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 [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447820000029/bby-20200502xex10_3.htm)] [added: Units](http://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)] [added: [*10.27](http://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_32.htm)] | | [Best Buy Co., Inc. 2020 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_32.htm)] [added: Plan](http://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)] [added: [*10.28](http://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) – [removed: Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447820000054/bby-20200801xex10_2.htm)] [added: Directors](http://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)] [added: [*10.29](http://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_34.htm)] | | [Best Buy Severance Plan and Summary Plan Description (January 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_34.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/764478/000076447821000024/bby-20210130xex10_34.htm)] | | 10-K | | 10.34 | | 3/19/2021 | | |

| [removed: [*10.30](https://www.sec.gov/Archives/edgar/data/764478/000076447821000039/bby-20210501xex10_2.htm)] [added: [*10.30](http://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/764478/000076447821000039/bby-20210501xex10_2.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/764478/000076447821000039/bby-20210501xex10_2.htm)] | | 10-Q | | 10.2 | | 6/4/2021 | | |

| [removed: [*10.31](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_32.htm)] [added: [*10.31](http://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_32.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted [removed: Shares](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_32.htm)] [added: Shares](http://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_32.htm)] | | 10-K | | 10.32 | | 3/18/2022 | | |

| [removed: [*10.32](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_33.htm)] [added: [*10.32](http://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_33.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted Stock [removed: Units](https://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_33.htm)] [added: Units](http://www.sec.gov/Archives/edgar/data/764478/000076447822000008/bby-20220129xex10_33.htm)] | | 10-K | | 10.33 | | 3/18/2022 | | |

| [removed: [*10.33](https://www.sec.gov/Archives/edgar/data/764478/000076447821000060/bby-20210731xex10_1.htm)] [added: [*10.33](http://www.sec.gov/Archives/edgar/data/764478/000076447821000060/bby-20210731xex10_1.htm)] | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – [removed: Directors](https://www.sec.gov/Archives/edgar/data/764478/000076447821000060/bby-20210731xex10_1.htm)] [added: Directors](http://www.sec.gov/Archives/edgar/data/764478/000076447821000060/bby-20210731xex10_1.htm)] | | 10-Q | | [removed: 10.2] [added: 10.1] | | 8/31/2021 | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203xex4_6.htm) | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203xex4_6.htm) | | | | | | | | X |

| [*10.37](http://www.sec.gov/Archives/edgar/data/764478/000076447823000025/bby-20230429xex10_2.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) – Restricted Shares](http://www.sec.gov/Archives/edgar/data/764478/000076447823000025/bby-20230429xex10_2.htm) | | 10-Q | | 10.2 | | 6/2/2023 | | |

| [*10.38](http://www.sec.gov/Archives/edgar/data/764478/000076447823000025/bby-20230429xex10_3.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) – Restricted Stock Units](http://www.sec.gov/Archives/edgar/data/764478/000076447823000025/bby-20230429xex10_3.htm) | | 10-Q | | 10.3 | | 6/2/2023 | | |

| [*10.39](http://www.sec.gov/Archives/edgar/data/764478/000076447823000053/bby-20231028xex10_1.htm) | | [Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) - Directors](http://www.sec.gov/Archives/edgar/data/764478/000076447823000053/bby-20231028xex10_1.htm) | | 10-Q | | 10.1 | | 12/1/2023 | | |

| [*10.40](http://www.sec.gov/Archives/edgar/data/764478/000076447824000006/bby-20240305xex10_1.htm) | | [Policy Regarding Shareholder Ratification of Executive Officer Cash Severance Agreements](http://www.sec.gov/Archives/edgar/data/764478/000076447824000006/bby-20240305xex10_1.htm) | | 8-K | | 10.1 | | 3/7/2024 | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203xex97_1.htm) | | [Policy Regarding the Recoupment of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/764478/000076447824000010/bby-20240203xex97_1.htm) | | | | | | | | X |

| /s/ Corie Barry | | Chief Executive Officer | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Matthew Bilunas | | [added: Senior Executive Vice President of Enterprise Strategy,] Chief Financial Officer | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Mathew R. Watson | | Senior Vice President, Controller and Chief Accounting Officer | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ J. Patrick Doyle | | Chairman | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Lisa M. Caputo | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ David W. Kenny | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Mario J. Marte | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Karen A. [removed: Mcloughlin] [added: McLoughlin] | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Claudia F. Munce | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Richelle P. Parham | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Steven E. Rendle | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ Eugene A. Woods | | Director | | March [removed: 17, 2023] [added: 15, 2024] |

| /s/ David C. Kimbell | | Director | | March 15, 2024 |

| David C. Kimbell | | | | |

| /s/ Sima D. Sistani | | Director | | March 15, 2024 |

| Sima D. Sistani | | | | |

| /s/ Melinda D. Whittington | | Director | | March 15, 2024 |

| Melinda D. Whittington | | | | |

| | | | | |

| | | | | |

| /s/ Thomas L. Millner | | Director | | March 17, 2023 |

| Thomas L. Millner | | | | |