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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

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(Mark One)	‌	
	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
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For the quarterly period ended April 30, 2022
OR

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	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
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For the transition period from            to            
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Commission File Number: 1-9595
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BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)

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Minnesota	‌	41-0907483	
(State or other jurisdiction of incorporation or organization)	‌	(I.R.S. Employer Identification No.)	
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7601 Penn Avenue South	‌	‌	
Richfield, Minnesota	‌	55423	
(Address of principal executive offices)	‌	(Zip Code)	
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(612) 291-1000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol	Name of exchange on which registered	
Common Stock, $0.10 par value per share	BBY	New York Stock Exchange	
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large Accelerated Filer 	Accelerated Filer 	Non-accelerated Filer 	
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Smaller Reporting Company 	Emerging Growth Company 	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  No 
The registrant had 225,168,407 shares of common stock outstanding as of May 31, 2022. 
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Table of Contents
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BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 2022
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TABLE OF CONTENTS

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Part I — Financial Information	3	
Item 1.	‌	Financial Statements	3	
‌	a)	Condensed Consolidated Balance Sheets as of April 30, 2022, January 29, 2022, and May 1, 2021	3	
‌	b)	Condensed Consolidated Statements of Earnings for the three months ended April 30, 2022, and May 1, 2021	4	
‌	c)	Condensed Consolidated Statements of Comprehensive Income for the three months ended April 30, 2022, and May 1, 2021	5	
‌	d)	Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2022, and May 1, 2021	6	
‌	e)	Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended April 30, 2022, and May 1, 2021	7	
‌	f)	Notes to Condensed Consolidated Financial Statements	8	
Item 2.	‌	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13	
Item 3.	‌	Quantitative and Qualitative Disclosures About Market Risk	22	
Item 4.	‌	Controls and Procedures	23	
Part II — Other Information	23	
Item 1.	‌	Legal Proceedings	23	
Item 2.	‌	Unregistered Sales of Equity Securities and Use of Proceeds	23	
Item 6.	‌	Exhibits	24	
Signatures	25	
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PART I — FINANCIAL INFORMATION
 
Item 1.    Financial Statements
 
Condensed Consolidated Balance Sheets
$ in millions, except per share amounts (unaudited)
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Assets	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Current assets	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Cash and cash equivalents	$	640 	‌	‌	$	2,936 	‌	‌	$	4,278 	‌	
Short-term investments	‌	-	‌	‌	‌	-	‌	‌	‌	60 	‌	
Receivables, net	‌	804 	‌	‌	‌	1,042 	‌	‌	‌	850 	‌	
Merchandise inventories	‌	6,258 	‌	‌	‌	5,965 	‌	‌	‌	5,721 	‌	
Other current assets	‌	613 	‌	‌	‌	596 	‌	‌	‌	359 	‌	
Total current assets	‌	8,315 	‌	‌	‌	10,539 	‌	‌	‌	11,268 	‌	
Property and equipment, net	‌	2,251 	‌	‌	‌	2,250 	‌	‌	‌	2,233 	‌	
Operating lease assets	‌	2,704 	‌	‌	‌	2,654 	‌	‌	‌	2,563 	‌	
Goodwill	‌	1,385 	‌	‌	‌	1,384 	‌	‌	‌	986 	‌	
Other assets	‌	596 	‌	‌	‌	677 	‌	‌	‌	655 	‌	
Total assets	$	15,251 	‌	‌	$	17,504 	‌	‌	$	17,705 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Liabilities and equity	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Current liabilities	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Accounts payable	$	5,492 	‌	‌	$	6,803 	‌	‌	$	6,360 	‌	
Unredeemed gift card liabilities	‌	284 	‌	‌	‌	316 	‌	‌	‌	297 	‌	
Deferred revenue	‌	1,101 	‌	‌	‌	1,103 	‌	‌	‌	734 	‌	
Accrued compensation and related expenses	‌	336 	‌	‌	‌	845 	‌	‌	‌	493 	‌	
Accrued liabilities	‌	771 	‌	‌	‌	946 	‌	‌	‌	978 	‌	
Short-term debt	‌	-	‌	‌	‌	-	‌	‌	‌	110 	‌	
Current portion of operating lease liabilities	‌	636 	‌	‌	‌	648 	‌	‌	‌	654 	‌	
Current portion of long-term debt	‌	15 	‌	‌	‌	13 	‌	‌	‌	15 	‌	
Total current liabilities	‌	8,635 	‌	‌	‌	10,674 	‌	‌	‌	9,641 	‌	
Long-term operating lease liabilities	‌	2,121 	‌	‌	‌	2,061 	‌	‌	‌	1,983 	‌	
Long-term debt	‌	1,170 	‌	‌	‌	1,216 	‌	‌	‌	1,229 	‌	
Long-term liabilities	‌	558 	‌	‌	‌	533 	‌	‌	‌	694 	‌	
Contingencies (Note 10)	‌	 	‌	‌	‌	 	‌	‌	‌	 	‌	
Equity	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Preferred stock, $1.00 par value: Authorized - 400,000 shares; Issued and outstanding - none	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	
Common stock, $0.10 par value: Authorized - 1.0 billion shares; Issued and outstanding - 224.6 million, 227.4 million and 250.4 million shares, respectively	‌	22 	‌	‌	‌	23 	‌	‌	‌	25 	‌	
Additional paid-in capital	‌	-	‌	‌	‌	-	‌	‌	‌	33 	‌	
Retained earnings	‌	2,417 	‌	‌	‌	2,668 	‌	‌	‌	3,762 	‌	
Accumulated other comprehensive income	‌	328 	‌	‌	‌	329 	‌	‌	‌	338 	‌	
Total equity	‌	2,767 	‌	‌	‌	3,020 	‌	‌	‌	4,158 	‌	
Total liabilities and equity	$	15,251 	‌	‌	$	17,504 	‌	‌	$	17,705 	‌	
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NOTE: The Consolidated Balance Sheet as of January 29, 2022, has been condensed from the audited consolidated financial statements.
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See Notes to Condensed Consolidated Financial Statements. 
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Condensed Consolidated Statements of Earnings
$ and shares in millions, except per share amounts (unaudited)
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‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Revenue	$	10,647 	‌	‌	$	11,637 	‌	
Cost of sales	‌	8,294 	‌	‌	‌	8,922 	‌	
Gross profit	‌	2,353 	‌	‌	‌	2,715 	‌	
Selling, general and administrative expenses	‌	1,890 	‌	‌	‌	1,988 	‌	
Restructuring charges	‌	1 	‌	‌	‌	(42)	‌	
Operating income	‌	462 	‌	‌	‌	769 	‌	
Other income (expense):	‌	‌	‌	‌	‌	‌	‌	
Investment income (expense) and other	‌	(5)	‌	‌	‌	3 	‌	
Interest expense	‌	(6)	‌	‌	‌	(6)	‌	
Earnings before income tax expense and equity in income of affiliates	451 	‌	‌	‌	766 	‌	
Income tax expense	‌	110 	‌	‌	‌	172 	‌	
Equity in income of affiliates	‌	-	‌	‌	‌	1 	‌	
Net earnings	$	341 	‌	‌	$	595 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Basic earnings per share	$	1.50 	‌	‌	$	2.35 	‌	
Diluted earnings per share	$	1.49 	‌	‌	$	2.32 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Weighted-average common shares outstanding:	‌	‌	‌	‌	‌	‌	‌	
Basic	‌	226.8 	‌	‌	‌	253.1 	‌	
Diluted	‌	228.4 	‌	‌	‌	256.7 	‌	
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See Notes to Condensed Consolidated Financial Statements.
 
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Condensed Consolidated Statements of Comprehensive Income
$ in millions (unaudited)
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‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Net earnings	$	341 	‌	‌	$	595 	‌	
Foreign currency translation adjustments, net of tax	‌	(1)	‌	‌	‌	10 	‌	
Comprehensive income	$	340 	‌	‌	$	605 	‌	
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See Notes to Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows
$ in millions (unaudited)
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‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Operating activities	‌	‌	‌	‌	‌	‌	‌	
Net earnings	$	341 	‌	‌	$	595 	‌	
Adjustments to reconcile net earnings to total cash provided by (used in) operating activities:	‌	‌	‌	‌	‌	
Depreciation and amortization	‌	224 	‌	‌	‌	216 	‌	
Restructuring charges	‌	1 	‌	‌	‌	(42)	‌	
Stock-based compensation	‌	39 	‌	‌	‌	37 	‌	
Other, net	‌	12 	‌	‌	‌	6 	‌	
Changes in operating assets and liabilities, net of acquired assets and liabilities:	‌	‌	‌	‌	‌	
Receivables	‌	238 	‌	‌	‌	210 	‌	
Merchandise inventories	‌	(297)	‌	‌	‌	(90)	‌	
Other assets	‌	4 	‌	‌	‌	(6)	‌	
Accounts payable	‌	(1,296)	‌	‌	‌	(630)	‌	
Income taxes	‌	63 	‌	‌	‌	113 	‌	
Other liabilities	‌	(713)	‌	‌	‌	(304)	‌	
Total cash provided by (used in) operating activities	‌	(1,384)	‌	‌	‌	105 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Investing activities	‌	‌	‌	‌	‌	‌	‌	
Additions to property and equipment	‌	(215)	‌	‌	‌	(161)	‌	
Purchases of investments	‌	(1)	‌	‌	‌	(90)	‌	
Other, net	‌	3 	‌	‌	‌	(2)	‌	
Total cash used in investing activities	‌	(213)	‌	‌	‌	(253)	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Financing activities	‌	‌	‌	‌	‌	‌	‌	
Repurchase of common stock	‌	(455)	‌	‌	‌	(927)	‌	
Dividends paid	‌	(199)	‌	‌	‌	(175)	‌	
Other, net	‌	4 	‌	‌	‌	13 	‌	
Total cash used in financing activities	‌	(650)	‌	‌	‌	(1,089)	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Effect of exchange rate changes on cash and cash equivalents	‌	2 	‌	‌	‌	5 	‌	
Decrease in cash, cash equivalents and restricted cash	‌	(2,245)	‌	‌	‌	(1,232)	‌	
Cash, cash equivalents and restricted cash at beginning of period	‌	3,205 	‌	‌	‌	5,625 	‌	
Cash, cash equivalents and restricted cash at end of period	$	960 	‌	‌	$	4,393 	‌	
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See Notes to Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Changes in Shareholders' Equity
$ and shares in millions, except per share amounts (unaudited)
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‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	Common Shares	‌	Common Stock	‌	Additional Paid-In Capital	‌	Retained Earnings	‌	Accumulated Other Comprehensive Income (Loss)	‌	Total	
Balances at January 29, 2022	‌	227.4 	‌	‌	$	23 	‌	‌	$	-	‌	‌	$	2,668 	‌	‌	$	329 	‌	‌	$	3,020 	‌	
Net earnings, three months ended April 30, 2022	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	341 	‌	‌	‌	-	‌	‌	‌	341 	‌	
Other comprehensive loss:	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Foreign currency translation adjustments, net of tax	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	(1)	‌	‌	‌	(1)	‌	
Stock-based compensation	‌	-	‌	‌	‌	-	‌	‌	‌	39 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	39 	‌	
Issuance of common stock	‌	1.7 	‌	‌	‌	-	‌	‌	‌	9 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	9 	‌	
Common stock dividends, $0.88 per share	‌	-	‌	‌	‌	-	‌	‌	‌	4 	‌	‌	‌	(203)	‌	‌	‌	-	‌	‌	‌	(199)	‌	
Repurchase of common stock	‌	(4.5)	‌	‌	‌	(1)	‌	‌	‌	(52)	‌	‌	‌	(389)	‌	‌	‌	-	‌	‌	‌	(442)	‌	
Balances at April 30, 2022	‌	224.6 	‌	‌	$	22 	‌	‌	$	-	‌	‌	$	2,417 	‌	‌	$	328 	‌	‌	$	2,767 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Balances at January 30, 2021	‌	256.9 	‌	‌	$	26 	‌	‌	$	-	‌	‌	$	4,233 	‌	‌	$	328 	‌	‌	$	4,587 	‌	
Net earnings, three months ended May 1, 2021	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	595 	‌	‌	‌	-	‌	‌	‌	595 	‌	
Other comprehensive income:	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Foreign currency translation adjustments, net of tax	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	10 	‌	‌	‌	10 	‌	
Stock-based compensation	‌	-	‌	‌	‌	-	‌	‌	‌	37 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	37 	‌	
Issuance of common stock	‌	1.9 	‌	‌	‌	-	‌	‌	‌	19 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	19 	‌	
Common stock dividends, $0.70 per share	‌	-	‌	‌	‌	-	‌	‌	‌	3 	‌	‌	‌	(178)	‌	‌	‌	-	‌	‌	‌	(175)	‌	
Repurchase of common stock	‌	(8.4)	‌	‌	‌	(1)	‌	‌	‌	(26)	‌	‌	‌	(888)	‌	‌	‌	-	‌	‌	‌	(915)	‌	
Balances at May 1, 2021	‌	250.4 	‌	‌	$	25 	‌	‌	$	33 	‌	‌	$	3,762 	‌	‌	$	338 	‌	‌	$	4,158 	‌	
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See Notes to Condensed Consolidated Financial Statements. 
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Notes to Condensed Consolidated Financial Statements
(unaudited)
 
1. Basis of Presentation
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Unless the context otherwise requires, the use of the terms “Best Buy,” “we,” “us” and “our” in these Notes to Condensed Consolidated Financial Statements refers to Best Buy Co., Inc. and, as applicable, its consolidated subsidiaries.
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In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the U.S. (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements.
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Historically, we have generated a large proportion of our revenue and earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season. Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. The interim financial statements and the related notes included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. The first three months of fiscal 2023 and fiscal 2022 included 13 weeks.
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In preparing the accompanying condensed consolidated financial statements, we evaluated the period from April 30, 2022, through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for the reported periods.
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Total Cash, Cash Equivalents and Restricted Cash
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Cash, cash equivalents and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows ($ in millions):
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‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Cash and cash equivalents	$	640 	‌	‌	$	2,936 	‌	‌	$	4,278 	‌	
Restricted cash included in Other current assets	‌	320 	‌	‌	‌	269 	‌	‌	‌	115 	‌	
Total cash, cash equivalents and restricted cash	$	960 	‌	‌	$	3,205 	‌	‌	$	4,393 	‌	
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Amounts included in restricted cash are primarily restricted to use for product protection plans provided under our Best Buy Totaltech membership offering and self-insurance liabilities.
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2. Restructuring
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Mexico Exit and Strategic Realignment
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In the third quarter of fiscal 2021, we made the decision to exit our operations in Mexico and began taking other actions to more broadly align our organizational structure in support of our strategy.
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Charges incurred in our International segment primarily related to our decision to exit our operations in Mexico. All remaining stores in Mexico were closed in the first quarter of fiscal 2022 and we do not expect to incur material future restructuring charges related to the exit.
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Charges incurred in our Domestic segment primarily related to actions taken to align our organizational structure in support of our strategy. During the first quarter of fiscal 2022, we recorded a $44 million credit primarily due to a reduction in expected termination benefits resulting from adjustments to previously planned organizational changes and higher-than-expected employee retention. As we continue to evolve our strategy, it is possible that we will incur material future restructuring costs, but we are unable to forecast the timing and magnitude of such costs.
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All charges incurred related to the exit from Mexico and strategic realignment described above were from continuing operations and were presented as follows ($ in millions):
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‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	Statement of	Three Months Ended May 1, 2021	‌	Cumulative as of April 30, 2022	
‌	Earnings Location	Domestic	‌	International	‌	Total	‌	Domestic	‌	International	‌	Total	
Inventory markdowns	Cost of sales	$	-	‌	‌	$	(6)	‌	‌	$	(6)	‌	‌	$	-	‌	‌	$	17 	‌	‌	$	17 	‌	
Asset impairments(1)	Restructuring charges	‌	-	‌	‌	‌	3 	‌	‌	‌	3 	‌	‌	‌	10 	‌	‌	‌	63 	‌	‌	‌	73 	‌	
Termination benefits	Restructuring charges	‌	(44)	‌	‌	‌	(1)	‌	‌	‌	(45)	‌	‌	‌	83 	‌	‌	‌	19 	‌	‌	‌	102 	‌	
Currency translation adjustment	Restructuring charges	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	39 	‌	‌	‌	39 	‌	
Other(2)	Restructuring charges	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	6 	‌	‌	‌	6 	‌	
‌	‌	‌	‌	‌	$	(44)	‌	‌	$	(4)	‌	‌	$	(48)	‌	‌	$	93 	‌	‌	$	144 	‌	‌	$	237 	‌	
(1)Remaining net carrying value approximates fair value and was immaterial as of April 30, 2022.
(2)Other charges are primarily comprised of contract termination costs.
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There were no material restructuring charges in the first quarter of fiscal 2023 and no material liability remains.
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3. Goodwill and Intangible Assets
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Goodwill
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Goodwill balances by reportable segment were as follows ($ in millions):
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‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
‌	Gross Carrying Amount	‌	Cumulative Impairment	‌	Gross Carrying Amount	‌	Cumulative Impairment	‌	Gross Carrying Amount	‌	Cumulative Impairment	
Domestic	$	1,452 	‌	‌	$	(67)	‌	‌	$	1,451 	‌	‌	$	(67)	‌	‌	$	1,053 	‌	‌	$	(67)	‌	
International	‌	608 	‌	‌	‌	(608)	‌	‌	‌	608 	‌	‌	‌	(608)	‌	‌	‌	608 	‌	‌	‌	(608)	‌	
Total	$	2,060 	‌	‌	$	(675)	‌	‌	$	2,059 	‌	‌	$	(675)	‌	‌	$	1,661 	‌	‌	$	(675)	‌	
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No impairment charges were recorded during the fiscal periods presented.
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Definite-Lived Intangible Assets
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We have definite-lived intangible assets that are recorded within Other assets on our Condensed Consolidated Balance Sheets as follows ($ in millions):
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‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	‌	Weighted-Average	
‌	Gross Carrying 
‎Amount	‌	Accumulated 
‎Amortization	‌	Gross Carrying 
‎Amount	‌	Accumulated 
‎Amortization	‌	Gross Carrying 
‎Amount	‌	Accumulated 
‎Amortization	‌	Useful Life Remaining as of April 30, 2022
(in years)	
Customer relationships	$	360 	‌	‌	$	194 	‌	‌	$	360 	‌	‌	$	180 	‌	‌	$	339 	‌	‌	$	138 	‌	‌	‌	7.6	‌	
Tradenames	‌	108 	‌	‌	‌	43 	‌	‌	‌	108 	‌	‌	‌	38 	‌	‌	‌	81 	‌	‌	‌	27 	‌	‌	‌	5.7	‌	
Developed technology	‌	64 	‌	‌	‌	42 	‌	‌	‌	64 	‌	‌	‌	39 	‌	‌	‌	56 	‌	‌	‌	30 	‌	‌	‌	2.7	‌	
Total	$	532 	‌	‌	$	279 	‌	‌	$	532 	‌	‌	$	257 	‌	‌	$	476 	‌	‌	$	195 	‌	‌	‌	6.7	‌	
‌
Amortization expense was as follows ($ in millions):
‌
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	Statement of	‌	Three Months Ended	
‌	‌	‌	Earnings Location	‌	April 30, 2022	‌	May 1, 2021	
Amortization expense	SG&A	‌	‌	$	22 	‌	‌	$	20 	‌	
‌
Amortization expense expected to be recognized in future periods is as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	Amortization Expense	
Remainder of fiscal 2023	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	$	64 	‌	
Fiscal 2024	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	60 	‌	
Fiscal 2025	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	22 	‌	
Fiscal 2026	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	21 	‌	
Fiscal 2027	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	18 	‌	
Fiscal 2028	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	12 	‌	
Thereafter	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	56 	‌	
‌
‌
‌
4. Fair Value Measurements
‌
Fair value measurements are reported in one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).
‌
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Recurring Fair Value Measurements
‌
Financial assets accounted for at fair value were as follows ($ in millions):
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	Fair Value at	
‌	‌	Balance Sheet Location(1)	Fair Value Hierarchy	‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Assets	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Money market funds(2)	‌	Cash and cash equivalents	Level 1	‌	‌	$	2 	‌	‌	$	548 	‌	‌	$	1,063 	‌	
Time deposits(3)	‌	Cash and cash equivalents	Level 2	‌	‌	‌	27 	‌	‌	‌	278 	‌	‌	‌	639 	‌	
Time deposits(3)	‌	Short-term investments	‌	‌	Level 2	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	60 	‌	
Time deposits(3)	‌	Other current assets	‌	‌	Level 2	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	65 	‌	
Interest rate swap derivative instruments(4)	‌	Other assets	‌	‌	Level 2	‌	‌	‌	4 	‌	‌	‌	50 	‌	‌	‌	65 	‌	
Marketable securities that fund deferred compensation(5)	Other assets	‌	‌	Level 1	‌	‌	‌	51 	‌	‌	‌	54 	‌	‌	‌	53 	‌	
(1)Balance sheet location is determined by length to maturity.
(2)Valued at quoted market prices in active markets.
(3)Valued at face value plus accrued interest, which approximates fair value.
(4)Valued using readily observable market inputs. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market. See Note 5, Derivative Instruments, for additional information.
(5)Valued using select mutual fund performance that trade with sufficient frequency and volume to obtain pricing information on an ongoing basis.
‌
Fair Value of Financial Instruments
‌
The fair values of cash, receivables, accounts payable, short-term debt and other payables approximated their carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Fair values for other investments held at cost are not readily available, but we estimate that the carrying values for these investments approximate their fair values.
‌
Long-term debt is presented at carrying value on our Condensed Consolidated Balance Sheets. If our long-term debt were recorded at fair value, it would be classified as Level 2 in the fair value hierarchy. Long-term debt balances were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
‌	‌	‌	‌	‌	Fair Value	‌	Carrying Value	‌	Fair Value	‌	Carrying Value	‌	Fair Value	‌	Carrying Value	
Long-term debt(1)	$	1,050 	‌	‌	$	1,154 	‌	‌	$	1,205 	‌	‌	$	1,200 	‌	‌	$	1,260 	‌	‌	$	1,215 	‌	
(1)Excludes debt discounts, issuance costs and finance lease obligations.
‌
5. Derivative Instruments
‌
We manage our economic and transaction exposure to certain risks by using foreign exchange forward contracts to hedge against the effect of Canadian dollar exchange rate fluctuations on a portion of our net investment in our Canadian operations and by using interest rate swaps to mitigate the effect of interest rate fluctuations on our $500 million principal amount of notes due October 1, 2028 (“2028 Notes”). In addition, we use foreign currency forward contracts not designated as hedging instruments to manage the impact of fluctuations in foreign currency exchange rates relative to recognized receivable and payable balances denominated in non-functional currencies.
‌
Our derivative instruments designated as net investment hedges and interest rate swaps are recorded on our Condensed Consolidated Balance Sheets at fair value. See Note 4, Fair Value Measurements, for gross fair values of our outstanding derivative instruments and corresponding fair value classifications.
‌
Notional amounts of our derivative instruments were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Contract Type	‌	‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Derivatives designated as net investment hedges	‌	‌	$	107 	‌	‌	$	155 	‌	‌	$	94 	‌	
Derivatives designated as interest rate swaps	‌	‌	‌	500 	‌	‌	‌	500 	‌	‌	‌	500 	‌	
No hedge designation (foreign exchange contracts)	‌	‌	‌	61 	‌	‌	‌	68 	‌	‌	‌	34 	‌	
Total	‌	‌	$	668 	‌	‌	$	723 	‌	‌	$	628 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Effects of our derivatives on our Condensed Consolidated Statements of Earnings were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	Gain (Loss) Recognized	
‌	Statement of	Three Months Ended	
‌	Earnings Location	April 30, 2022	‌	May 1, 2021	
Interest rate swap contracts	Interest expense	$	(45)	‌	‌	$	(26)	‌	
Adjustments to carrying value of long-term debt	Interest expense	‌	45 	‌	‌	‌	26 	‌	
Total	‌	‌	‌	‌	$	-	‌	‌	$	-	‌	
‌
‌
‌
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‌
6. Debt
‌
Short-Term Debt
‌
‌
U.S. Revolving Credit Facility
‌
On May 18, 2021, we entered into a $1.25 billion five year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks. The Five-Year Facility Agreement replaced the previous $1.25 billion senior unsecured revolving credit facility (the “Previous Facility”) with a syndicate of banks, which was originally scheduled to expire in April 2023, but was terminated on May 18, 2021. The Five-Year Facility Agreement permits borrowings of up to $1.25 billion and expires in May 2026. There were no borrowings outstanding under the Five-Year Facility Agreement as of April 30, 2022, and January 29, 2022, or the Previous Facility as of May 1, 2021.
‌
Bank Advance
‌
In conjunction with a solar energy investment, we were advanced $110 million due October 31, 2021. The advance was recorded within Short-term debt on our Condensed Consolidated Balance Sheets as of May 1, 2021, and bore interest at 0.14%. This advance was repaid on October 29, 2021.
‌
Long-Term Debt
‌
Long-term debt consisted of the following ($ in millions):
‌
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Notes, 4.45%, due October 1, 2028	‌	$	500 	‌	‌	$	500 	‌	‌	$	500 	‌	
Notes, 1.95%, due October 1, 2030	‌	‌	650 	‌	‌	‌	650 	‌	‌	‌	650 	‌	
Interest rate swap valuation adjustments	‌	‌	4 	‌	‌	‌	50 	‌	‌	‌	65 	‌	
Subtotal	‌	‌	1,154 	‌	‌	‌	1,200 	‌	‌	‌	1,215 	‌	
Debt discounts and issuance costs	‌	‌	(10)	‌	‌	‌	(11)	‌	‌	‌	(12)	‌	
Finance lease obligations	‌	‌	41 	‌	‌	‌	40 	‌	‌	‌	41 	‌	
Total long-term debt	‌	‌	1,185 	‌	‌	‌	1,229 	‌	‌	‌	1,244 	‌	
Less current portion	‌	‌	15 	‌	‌	‌	13 	‌	‌	‌	15 	‌	
Total long-term debt, less current portion	‌	$	1,170 	‌	‌	$	1,216 	‌	‌	$	1,229 	‌	
‌
See Note 4, Fair Value Measurements, for the fair value of long-term debt.
‌
7. Revenue
‌
We generate substantially all of our revenue from contracts with customers for the sale of products and services. Contract balances primarily consist of receivables and liabilities related to product merchandise not yet delivered to customers, unfulfilled membership benefits and services not yet completed, unredeemed gift cards and options that provide a material right to customers, such as our customer loyalty programs. Contract balances were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Receivables, net(1)	$	526 	‌	‌	$	591 	‌	‌	$	545 	‌	
Short-term contract liabilities included in:	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Unredeemed gift card liabilities	‌	284 	‌	‌	‌	316 	‌	‌	‌	297 	‌	
Deferred revenue	‌	1,101 	‌	‌	‌	1,103 	‌	‌	‌	734 	‌	
Accrued liabilities	‌	82 	‌	‌	‌	83 	‌	‌	‌	79 	‌	
(1)Receivables are recorded net of allowances for doubtful accounts of $25 million, $31 million and $25 million as of April 30, 2022, January 29, 2022, and May 1, 2021, respectively.
‌
During the first three months of fiscal 2023 and fiscal 2022, $829 million and $684 million of revenue was recognized, respectively, that was included in the contract liabilities at the beginning of the respective periods.
‌
See Note 11, Segments, for information on our revenue by reportable segment and product category.
‌
8. Earnings per Share
‌
We compute our basic earnings per share based on the weighted-average number of common shares outstanding and our diluted earnings per share based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had potentially dilutive common shares been issued.
‌
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Reconciliations of the numerators and denominators of basic and diluted earnings per share were as follows ($ and shares in millions, except per share amounts):

‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Numerator	‌	‌	‌	‌	‌	‌	‌	
Net earnings	$	341 	‌	‌	$	595 	‌	
Denominator	‌	‌	‌	‌	‌	‌	‌	
Weighted-average common shares outstanding	‌	226.8 	‌	‌	‌	253.1 	‌	
Dilutive effect of stock compensation plan awards	‌	1.6 	‌	‌	‌	3.6 	‌	
Weighted-average common shares outstanding, assuming dilution	‌	228.4 	‌	‌	‌	256.7 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Potential shares which were anti-dilutive and excluded from weighted-average share computations	2.2 	‌	‌	‌	1.1 	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
Basic earnings per share	$	1.50 	‌	‌	$	2.35 	‌	
Diluted earnings per share	$	1.49 	‌	‌	$	2.32 	‌	
‌
‌
‌
9. Repurchase of Common Stock
‌
On February 28, 2022, our Board of Directors approved a new $5.0 billion share repurchase program, which replaced the $5.0 billion share repurchase program authorized on February 16, 2021. There is no expiration date governing the period over which we can repurchase shares under this authorization. On May 24, 2022, we reaffirmed our plans to spend approximately $1.5 billion on share repurchases in fiscal 2023.
‌
Information regarding the shares we repurchased and retired was as follows ($ and shares in millions, except per share amounts):
‌

‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Total cost of shares repurchased	$	442 	‌	‌	$	915 	‌	
Average price per share	$	97.18 	‌	‌	$	108.69 	‌	
Number of shares repurchased	‌	4.5 	‌	‌	‌	8.4 	‌	
‌
As of April 30, 2022, $4.7 billion of the $5.0 billion share repurchase authorization was available.
‌
10. Contingencies
‌
We are involved in a number of legal proceedings. Where appropriate, we have made accruals with respect to these matters, which are reflected on our Condensed Consolidated Financial Statements. However, there are cases where liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. We provide disclosure of matters where we believe it is reasonably possible the impact may be material to our Condensed Consolidated Financial Statements.
‌
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11. Segments
‌
Reportable segment and product category revenue information was as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	Three Months Ended	
‌	‌	‌	‌	‌	April 30, 2022	‌	May 1, 2021	
Revenue by reportable segment	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Domestic	‌	‌	‌	‌	$	9,894 	‌	‌	$	10,841 	‌	
International	‌	‌	‌	‌	‌	753 	‌	‌	‌	796 	‌	
Total revenue	‌	‌	‌	‌	$	10,647 	‌	‌	$	11,637 	‌	
Revenue by product category	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Domestic:	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Computing and Mobile Phones	‌	‌	‌	‌	$	4,285 	‌	‌	$	4,793 	‌	
Consumer Electronics	‌	‌	‌	‌	‌	2,896 	‌	‌	‌	3,238 	‌	
Appliances	‌	‌	‌	‌	‌	1,590 	‌	‌	‌	1,548 	‌	
Entertainment	‌	‌	‌	‌	‌	573 	‌	‌	‌	669 	‌	
Services	‌	‌	‌	‌	‌	489 	‌	‌	‌	556 	‌	
Other	‌	‌	‌	‌	‌	61 	‌	‌	‌	37 	‌	
Total Domestic revenue	‌	‌	‌	‌	$	9,894 	‌	‌	$	10,841 	‌	
International:	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Computing and Mobile Phones	‌	‌	‌	‌	$	344 	‌	‌	$	394 	‌	
Consumer Electronics	‌	‌	‌	‌	‌	213 	‌	‌	‌	217 	‌	
Appliances	‌	‌	‌	‌	‌	71 	‌	‌	‌	68 	‌	
Entertainment	‌	‌	‌	‌	‌	57 	‌	‌	‌	65 	‌	
Services	‌	‌	‌	‌	‌	54 	‌	‌	‌	35 	‌	
Other	‌	‌	‌	‌	‌	14 	‌	‌	‌	17 	‌	
Total International revenue	‌	‌	‌	‌	$	753 	‌	‌	$	796 	‌	
‌
Operating income by reportable segment and the reconciliation to consolidated earnings before income tax expense and equity in income of affiliates was as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	Three Months Ended	
‌	‌	‌	‌	‌	April 30, 2022	‌	May 1, 2021	
Domestic	‌	‌	‌	‌	$	429 	‌	‌	$	734 	‌	
International	‌	‌	‌	‌	‌	33 	‌	‌	‌	35 	‌	
Total operating income	‌	‌	‌	‌	‌	462 	‌	‌	‌	769 	‌	
Other income (expense):	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Investment income (expense) and other	‌	‌	‌	‌	‌	(5)	‌	‌	‌	3 	‌	
Interest expense	‌	‌	‌	‌	‌	(6)	‌	‌	‌	(6)	‌	
Earnings before income tax expense and equity in income of affiliates	$	451 	‌	‌	$	766 	‌	
‌
Assets by reportable segment were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Domestic	$	14,132 	‌	‌	$	16,016 	‌	‌	$	16,490 	‌	
International	‌	1,119 	‌	‌	‌	1,488 	‌	‌	‌	1,215 	‌	
Total assets	$	15,251 	‌	‌	$	17,504 	‌	‌	$	17,705 	‌	
‌
‌
‌
‌
‌
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
‌
Unless the context otherwise requires, the use of the terms “Best Buy,” “we,” “us” and “our” refers to Best Buy Co., Inc. and its consolidated subsidiaries. Any references to our website addresses do not constitute incorporation by reference of the information contained on the websites.
‌
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude. Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 (including the information presented therein under Risk Factors), as well as our other reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited.
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Overview
‌
We are driven by our purpose to enrich lives through technology and our vision to personalize and humanize technology solutions for every stage of life. We accomplish this by leveraging our combination of technology and a human touch to meet our customers’ everyday needs, whether they come to us online, visit our stores or invite us into their homes.
‌
We have two reportable segments: Domestic and International. The Domestic segment is comprised of our operations in all states, districts and territories of the U.S. and our Best Buy Health business. All of our former stores in Mexico were closed as of the end of the first quarter of fiscal 2022, and our International segment is now comprised of all our operations in Canada.
‌
Our fiscal year ends on the Saturday nearest the end of January. Our business, like that of many retailers, is seasonal. A large proportion of our revenue and earnings is generated in the fiscal fourth quarter, which includes the majority of the holiday shopping season.
‌
Comparable Sales
‌
Throughout this MD&A, we refer to comparable sales. 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 prior-period of equivalent length. Comparable sales includes revenue from stores, websites and call centers operating for at least 14 full months. Revenue from online sales is included in comparable sales and represents sales initiated on a website or app, regardless of whether customers choose to pick up product in store, curbside, at an alternative pick-up location or take delivery direct to their homes. Revenue from acquisitions is included in comparable sales beginning with the first full quarter following the first anniversary of the date of the acquisition. Comparable sales also includes credit card revenue, gift card breakage, commercial sales and sales of merchandise to wholesalers and dealers, as applicable. Revenue from stores closed more than 14 days, including but not limited to relocated, remodeled, expanded and downsized stores, or stores impacted by natural disasters, is excluded from comparable sales until at least 14 full months after reopening. Comparable sales excludes the impact of revenue from discontinued operations and the effect of fluctuations in foreign currency exchange rates (applicable to our International segment only). All periods presented apply this methodology consistently.
‌
On November 24, 2020, we announced our decision to exit our operations in Mexico. As a result, all revenue from Mexico operations has been excluded from our comparable sales calculation beginning in December of fiscal 2021.
‌
On 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.
‌
We believe comparable sales is a meaningful supplemental metric for investors to evaluate revenue performance resulting from growth in existing stores, websites and call centers versus the portion resulting from opening new stores or closing existing stores. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers’ methods.
‌
Non-GAAP Financial Measures
‌
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 constant currency, non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted earnings per share (“EPS”). We believe that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating current period performance and in assessing future performance. For these reasons, our internal management reporting also includes non-GAAP financial measures. Generally, our non-GAAP financial measures include adjustments for items such as restructuring charges, goodwill and intangible impairments, price-fixing settlements, gains and losses on certain investments, intangible asset amortization, certain acquisition-related costs and the tax effect of all such items. In addition, certain other items may be excluded from non-GAAP financial measures when we believe doing so provides greater clarity to management and our investors. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.
‌
In our discussions of the operating results of our consolidated business and our International segment, we sometimes refer to the impact of changes in foreign currency exchange rates or the impact of foreign currency exchange rate fluctuations, which are references to the differences between the foreign currency exchange rates we use to convert the International segment’s operating results from local currencies into U.S. dollars for reporting purposes. We also may use the term “constant currency,” which represents results adjusted to exclude foreign currency impacts. We calculate those impacts as the difference between the current period results translated using the current period currency exchange rates and using the comparable prior period currency exchange rates. We believe the disclosure of revenue changes in constant currency provides useful supplementary information to investors in light of significant fluctuations in currency rates.
‌
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Refer to the Non-GAAP Financial Measures section below for detailed reconciliations of items impacting non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted EPS in the presented periods.
 
Business Strategy Update
‌
Our teams have shown a strong ability to develop and execute plans to adapt to the changing environment over the past two years and to the more recent macro-economic conditions. Throughout the first quarter of fiscal 2023, our teams navigated the uncertain macro environment and drove higher customer satisfaction scores while keeping energy and excitement going around the initiatives that we believe will drive longer-term opportunities. We grew our Best Buy Totaltech membership, increased momentum in our Health business, launched new product categories and reached our fastest ever first quarter average online sales delivery speed.
‌
As previously stated, we expect our fiscal 2023 financial results to look different as the prior year included stimulus and other government support, our industry experienced unusually strong demand over the last two years, and we expect to leverage our position of strength to continue to invest in our future. In addition, we have previously stated that we expected promotional activity to increase and supply chain expenses to be a pressure.
‌
Therefore, the drivers of our first quarter fiscal 2023 financial results were largely as we expected. Macro conditions worsened since we provided guidance in early March, including higher inflation and the war in Ukraine, which resulted in our sales being lower than our expectations and supply chain costs higher than we planned. Our investment in Totaltech at approximately 100 basis points of gross margin pressure was in line with our expectations and profit-sharing revenue from our private label and co-branded credit card arrangement was higher than anticipated.
‌
Even with the expected slowdown this year, we continue to be in a fundamentally stronger position than we were before the pandemic from both a revenue and operating income rate perspective. We are confident in the strength of our business and excited about what lies ahead. We believe we have a compelling value creation opportunity and are investing now, as we have successfully invested ahead of change in our past, to ensure we are ready to meet the needs of our customers and retain our unique position in our industry.
‌
We firmly believe that technology is more relevant today than ever. Every aspect of our lives has changed with technology, and we know how to make it human, in our customers' homes, right for their lives. From our expertly curated assortment to in-home consultations, all the way to tech support when our customers’ tech is not working the way they want, or trade-in and recycling when customers want to upgrade, we believe we have an ability to inspire and support customers in ways no one else can.
‌
Results of Operations
‌
Consolidated Results
‌
Selected consolidated financial data was as follows ($ in millions, except per share amounts):
‌

‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Revenue	$	10,647 	‌	‌	$	11,637 	‌	
Revenue % change	‌	(8.5)	%	‌	‌	35.9 	%	
Comparable sales % change	‌	(8.0)	%	‌	‌	37.2 	%	
Gross profit	$	2,353 	‌	‌	$	2,715 	‌	
Gross profit as a % of revenue(1)	‌	22.1 	%	‌	‌	23.3 	%	
SG&A	$	1,890 	‌	‌	$	1,988 	‌	
SG&A as a % of revenue(1)	‌	17.8 	%	‌	‌	17.1 	%	
Restructuring charges	$	1 	‌	‌	$	(42)	‌	
Operating income	$	462 	‌	‌	$	769 	‌	
Operating income as a % of revenue	‌	4.3 	%	‌	‌	6.6 	%	
Net earnings	$	341 	‌	‌	$	595 	‌	
Diluted earnings per share	$	1.49 	‌	‌	$	2.32 	‌	
(1)Because retailers vary in how they record costs of operating their supply chain between cost of sales and SG&A, our gross profit rate and SG&A rate may not be comparable to other retailers’ corresponding rates. For additional information regarding costs classified in cost of sales and SG&A, refer to Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.
‌
In the first quarter of fiscal 2023, we generated $10.6 billion in revenue and our comparable sales decreased 8.0% as we lapped strong comparable sales last year, which were driven by the timing of government stimulus payments, temporary store closures due to the COVID-19 pandemic and heightened demand for stay-at-home focused purchases. In addition, our gross profit rate was impacted by our Totaltech membership offering and increased promotional activity and supply chain expenses. Our performance resulted in an operating income rate reduction of 230 basis points compared to the first quarter of fiscal 2022.
‌
Revenue, gross profit, SG&A and operating income rate changes in the first quarter of fiscal 2023 were primarily driven by our Domestic segment. For further discussion of each segment’s rate changes, see Segment Performance Summary, below.
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Income Tax Expense
‌
Income tax expense decreased in the first quarter of fiscal 2023, primarily due to a decrease in pre-tax earnings, partially offset by a decrease in the tax benefit from stock-based compensation. Our effective tax rate (“ETR”) increased to 24.4% in the first quarter of fiscal 2023 compared to 22.4% in the first quarter of fiscal 2022, primarily due to decreased tax benefits from stock-based compensation and federal tax credits and an increase in losses for which tax benefits were not recognized, partially offset by the impact of lower pre-tax earnings.
‌
Our tax provision for interim periods is determined using an estimate of our annual ETR, adjusted for discrete items, if any, that are taken into account in the relevant period. We update our estimate of the annual ETR each quarter and we make a cumulative adjustment if our estimated tax rate changes. Our quarterly tax provision and our quarterly estimate of our annual ETR are subject to variation due to several factors, including our ability to accurately forecast our pre-tax and taxable income and loss by jurisdiction, tax audit developments, recognition of excess tax benefits or deficiencies related to stock-based compensation, foreign currency gains (losses), changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Our ETR can be more or less volatile based on the amount of pre-tax earnings. For example, the impact of discrete items and non-deductible losses on our ETR is greater when our pre-tax earnings are lower.
‌
Segment Performance Summary
‌
Domestic Segment
‌
Selected financial data for the Domestic segment was as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Revenue	$	9,894 	‌	‌	$	10,841 	‌	
Revenue % change	‌	(8.7)	%	‌	‌	37.0 	%	
Comparable sales % change(1)	‌	(8.5)	%	‌	‌	37.9 	%	
Gross profit	$	2,170 	‌	‌	$	2,526 	‌	
Gross profit as a % of revenue	‌	21.9 	%	‌	‌	23.3 	%	
SG&A	$	1,741 	‌	‌	$	1,836 	‌	
SG&A as a % of revenue	‌	17.6 	%	‌	‌	16.9 	%	
Restructuring charges	$	-	‌	‌	$	(44)	‌	
Operating income	$	429 	‌	‌	$	734 	‌	
Operating income as a % of revenue	‌	4.3 	%	‌	‌	6.8 	%	
Selected Online Revenue Data	‌	‌	‌	‌	‌	‌	‌	
Total online revenue	$	3,059 	‌	‌	$	3,596 	‌	
Online revenue as a % of total segment revenue	‌	30.9 	%	‌	‌	33.2 	%	
Comparable online sales % change(1)	‌	(14.9)	%	‌	‌	7.6 	%	
(1)Online sales are included in the comparable sales calculation.
‌
The decrease in revenue in the first quarter of fiscal 2023 was primarily driven by a comparable sales decline across most of our product categories. Online revenue of $3.1 billion decreased 14.9% on a comparable basis in the first quarter of fiscal 2023. These decreases in revenue were primarily due to the reasons described above.
‌
Domestic segment stores open at the beginning and end of the first quarters of fiscal 2023 and fiscal 2022 were as follows:
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	Fiscal 2023	‌	Fiscal 2022	
‌	Total Stores at Beginning of First Quarter	‌	Stores Opened	‌	Stores Closed	‌	Total Stores at End of First Quarter	‌	Total Stores at Beginning of First Quarter	‌	Stores Opened	‌	Stores Closed	‌	Total Stores at End of First Quarter	
Best Buy	‌	938 	‌	‌	‌	-	‌	‌	‌	(7)	‌	‌	‌	931 	‌	‌	‌	956 	‌	‌	‌	1 	‌	‌	‌	(11)	‌	‌	‌	946 	‌	
Outlet Centers	‌	16 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	16 	‌	‌	‌	14 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	14 	‌	
Pacific Sales	‌	21 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	21 	‌	‌	‌	21 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	21 	‌	
Yardbird	‌	9 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	9 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	
Total	‌	984 	‌	‌	‌	-	‌	‌	‌	(7)	‌	‌	‌	977 	‌	‌	‌	991 	‌	‌	‌	1 	‌	‌	‌	(11)	‌	‌	‌	981 	‌	
‌
We continuously monitor store performance as part of a market-driven, omnichannel strategy. As we approach the expiration of leases, we evaluate various options for each location, including whether a store should remain open. We currently expect to close approximately 20 to 30 Best Buy stores annually through fiscal 2025, consistent with prior-year trends. We also expect to increase the number of Outlet Centers to approximately 30 by the end of fiscal 2023.
‌
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‌
Domestic segment revenue mix percentages and comparable sales percentage changes by revenue category were as follows:
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	Revenue Mix	‌	‌	‌	Comparable Sales	‌	
‌	‌	Three Months Ended	‌	‌	‌	Three Months Ended	‌	
‌	April 30, 2022	‌	May 1, 2021	‌	April 30, 2022	‌	May 1, 2021	
Computing and Mobile Phones	‌	43 	%	‌	‌	44 	%	‌	‌	(10.5)	%	‌	‌	27.3 	%	
Consumer Electronics	‌	29 	%	‌	‌	30 	%	‌	‌	(9.7)	%	‌	‌	45.9 	%	
Appliances	‌	16 	%	‌	‌	15 	%	‌	‌	2.9 	%	‌	‌	66.6 	%	
Entertainment	‌	6 	%	‌	‌	6 	%	‌	‌	(13.6)	%	‌	‌	32.1 	%	
Services	‌	5 	%	‌	‌	5 	%	‌	‌	(12.4)	%	‌	‌	33.2 	%	
Other	‌	1 	%	‌	‌	-	%	‌	‌	26.0 	%	‌	‌	N/A	‌	
Total	‌	100 	%	‌	‌	100 	%	‌	‌	(8.5)	%	‌	‌	37.9 	%	
‌
Notable comparable sales changes by revenue category were as follows:
‌
Computing and Mobile Phones: The 10.5% comparable sales decline was driven primarily by computing, tablets and wearables.
Consumer Electronics: The 9.7% comparable sales decline was driven primarily by home theater and digital imaging.
Appliances: The 2.9% comparable sales growth was driven primarily by large appliances.
Entertainment: The 13.6% comparable sales decline was driven primarily by gaming.
Services: The 12.4% comparable sales decline was driven primarily by the launch of our Totaltech membership offering that includes benefits that were previously stand-alone revenue-generating services, such as warranty.
‌
Our gross profit rate decreased in the first quarter of fiscal 2023, primarily due to lower services margin rates, which resulted in approximately 100 basis points of margin pressure on a weighted basis. Our Totaltech membership offering was the primary driver of the lower services margin rates, which is primarily due to incremental benefits, and associated costs, compared to our previous Total Tech Support offer. Lower product margin rates, including increased promotions, and higher supply chain costs also contributed to the decrease in our gross profit rate. These decreases were partially offset by higher profit-sharing revenue from our private label and co-branded credit card arrangement.
‌
Our SG&A decreased in the first quarter of fiscal 2023, primarily due to lower incentive compensation expense, partially offset by higher advertising and increased expense in support of our health initiatives.
‌
Our operating income rate decreased in the first quarter of fiscal 2023, primarily due to the unfavorable gross profit rate and decreased leverage from lower sales volume on our fixed expenses, which resulted in an unfavorable SG&A rate.
‌
International Segment
‌
Selected financial data for the International segment was as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Revenue	$	753 	‌	‌	$	796 	‌	
Revenue % change	‌	(5.3)	%	‌	‌	23.0 	%	
Comparable sales % change	‌	(1.4)	%	‌	‌	27.8 	%	
Gross profit	$	183 	‌	‌	$	189 	‌	
Gross profit as a % of revenue	‌	24.3 	%	‌	‌	23.7 	%	
SG&A	$	149 	‌	‌	$	152 	‌	
SG&A as a % of revenue	‌	19.8 	%	‌	‌	19.1 	%	
Restructuring charges	$	1 	‌	‌	$	2 	‌	
Operating income	$	33 	‌	‌	$	35 	‌	
Operating income as a % of revenue	‌	4.4 	%	‌	‌	4.4 	%	
‌
The decrease in revenue in the first quarter of fiscal 2023 was primarily driven by lower revenue in Mexico as a result of our decision in fiscal 2021 to exit operations and a comparable sales decline of 1.4%.
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International segment stores open at the beginning and end of the first quarters of fiscal 2023 and fiscal 2022 were as follows:
‌
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	Fiscal 2023	‌	Fiscal 2022	
‌	Total Stores at Beginning of First Quarter	‌	Stores Opened	‌	Stores Closed	‌	Total Stores at End of First Quarter	‌	Total Stores at Beginning of First Quarter	‌	Stores Opened	‌	Stores Closed	‌	Total Stores at End of First Quarter	
Canada	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Best Buy	‌	127 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	127 	‌	‌	‌	131 	‌	‌	‌	-	‌	‌	‌	(1)	‌	‌	‌	130 	‌	
Best Buy Mobile	‌	33 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	33 	‌	‌	‌	33 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	33 	‌	
Mexico	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Best Buy	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	4 	‌	‌	‌	-	‌	‌	‌	(4)	‌	‌	‌	-	‌	
Total	‌	160 	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	160 	‌	‌	‌	168 	‌	‌	‌	-	‌	‌	‌	(5)	‌	‌	‌	163 	‌	
‌
International segment revenue mix percentages and comparable sales percentage changes by revenue category were as follows:
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	Revenue Mix	‌	Comparable Sales	
‌	Three Months Ended	‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	‌	April 30, 2022	‌	May 1, 2021	
Computing and Mobile Phones	‌	46 	%	‌	‌	50 	%	‌	‌	(7.9)	%	‌	‌	36.5 	%	
Consumer Electronics	‌	28 	%	‌	‌	27 	%	‌	‌	3.8 	%	‌	‌	23.9 	%	
Appliances	‌	9 	%	‌	‌	9 	%	‌	‌	9.4 	%	‌	‌	28.9 	%	
Entertainment	‌	8 	%	‌	‌	8 	%	‌	‌	(7.5)	%	‌	‌	12.2 	%	
Services	‌	7 	%	‌	‌	4 	%	‌	‌	31.4 	%	‌	‌	7.8 	%	
Other	‌	2 	%	‌	‌	2 	%	‌	‌	(3.9)	%	‌	‌	7.6 	%	
Total	‌	100 	%	‌	‌	100 	%	‌	‌	(1.4)	%	‌	‌	27.8 	%	
‌
Notable comparable sales changes by revenue category were as follows:
‌
Computing and Mobile Phones: The 7.9% comparable sales decline was driven primarily by computing, partially offset by comparable sales growth in mobile phones.
Consumer Electronics: The 3.8% comparable sales growth was driven primarily by headphones and portable speakers and home theater.
Appliances: The 9.4% comparable sales growth was driven by both small and large appliances.
Entertainment: The 7.5% comparable sales decline was driven primarily by gaming, partially offset by comparable sales growth in virtual reality.
Services: The 31.4% comparable sales growth was driven primarily by warranty services.
‌
The increase in our gross profit rate in the first quarter of fiscal 2023 was primarily driven by a larger percentage of revenue from the higher margin services category in Canada, partially offset by a $6 million benefit in the first quarter of fiscal 2022 associated with more-favorable-than-expected inventory markdowns related to our decision to exit operations in Mexico.
‌
Our SG&A decreased in the first quarter of fiscal 2023, primarily due to lower expenses as a result of our decision to exit operations in Mexico.
‌
Our operating income rate remained flat in the first quarter of fiscal 2023, as the increase in gross profit rate was offset by the decreased leverage from lower sales volume on our fixed expenses, which resulted in an unfavorable SG&A rate.
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Consolidated Non-GAAP Financial Measures
‌
Reconciliations of operating income, effective tax rate and diluted EPS (GAAP financial measures) to non-GAAP operating income, non-GAAP effective tax rate and non-GAAP diluted EPS (non-GAAP financial measures) were as follows ($ in millions, except per share amounts):

‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Operating income	$	462 	‌	‌	$	769 	‌	
% of revenue	‌	4.3 	%	‌	‌	6.6 	%	
Intangible asset amortization(1)	‌	22 	‌	‌	‌	20 	‌	
Restructuring charges(2)	‌	1 	‌	‌	‌	(42)	‌	
Restructuring - inventory markdowns(3)	‌	-	‌	‌	‌	(6)	‌	
Non-GAAP operating income	$	485 	‌	‌	$	741 	‌	
% of revenue	‌	4.6 	%	‌	‌	6.4 	%	
‌	‌	‌	‌	‌	‌	‌	‌	
Effective tax rate	‌	24.4 	%	‌	‌	22.4 	%	
Restructuring charges(2)	‌	-	%	‌	‌	0.1 	%	
Non-GAAP effective tax rate	‌	24.4 	%	‌	‌	22.5 	%	
‌	‌	‌	‌	‌	‌	‌	‌	
Diluted EPS	$	1.49 	‌	‌	$	2.32 	‌	
Intangible asset amortization(1)	‌	0.10 	‌	‌	‌	0.08 	‌	
Restructuring charges(2)	‌	-	‌	‌	‌	(0.17)	‌	
Restructuring - inventory markdowns(3)	‌	-	‌	‌	‌	(0.02)	‌	
Income tax impact of non-GAAP adjustments(4)	‌	(0.02)	‌	‌	‌	0.02 	‌	
Non-GAAP diluted EPS	$	1.57 	‌	‌	$	2.23 	‌	
(1)Represents the non-cash amortization of definite-lived intangible assets associated with acquisitions, including customer relationships, tradenames and developed technology.
(2)Represents charges and subsequent adjustments related to actions taken in the Domestic segment to better align our organizational structure with our strategic focus and the exit from operations in Mexico in the International segment.
(3)Represents inventory markdown adjustments recorded within cost of sales associated with the exit from operations in Mexico.
(4)The non-GAAP adjustments primarily relate to the U.S., UK and Mexico. As such, the income tax charge is calculated using the statutory tax rate of 24.5% for all U.S. non-GAAP items for all periods presented. There is no income tax charge for UK and Mexico non-GAAP items, as there was no tax benefit recognized on these expenses in the calculation of GAAP income tax expense.
‌
Our non-GAAP operating income rate decreased in the first quarter of fiscal 2022, primarily driven by a lower gross profit rate in our Domestic segment.
‌
Our non-GAAP effective tax rate increased in the first quarter of fiscal 2023, primarily due to decreased tax benefits from stock-based compensation and federal tax credits and an increase in losses for which tax benefits were not recognized, partially offset by the impact of lower pre-tax earnings.
‌
Our non-GAAP diluted EPS decreased in the first quarter of fiscal 2023, primarily driven by the decrease in non-GAAP operating income.
‌
Liquidity and Capital Resources
‌
We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including the level of investment required to support our business strategies, the performance of our business, capital expenditures, credit facilities, short-term borrowing arrangements and working capital management. We modify our approach to managing these variables as changes in our operating environment arise. For example, capital expenditures and share repurchases are a component of our cash flow and capital management strategy, which, to a large extent, we can adjust in response to economic and other changes in our business environment. We have a disciplined approach to capital allocation, which focuses on investing in key priorities that support our strategy.
‌
Cash, cash equivalents and short-term investments were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	April 30, 2022	‌	January 29, 2022	‌	May 1, 2021	
Cash and cash equivalents	‌	‌	‌	‌	$	640 	‌	‌	$	2,936 	‌	‌	$	4,278 	‌	
Short-term investments	‌	‌	‌	‌	‌	-	‌	‌	‌	-	‌	‌	‌	60 	‌	
Total cash, cash equivalents and short-term investments	‌	‌	‌	‌	$	640 	‌	‌	$	2,936 	‌	‌	$	4,338 	‌	
‌
The decrease in cash and cash equivalents from January 29, 2022, was primarily due to the timing and volume of inventory purchases and payments, and higher incentive compensation payments, share repurchases, capital expenditures and dividend payments.
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The decrease in cash, cash equivalents and short-term investments from May 1, 2021, was primarily due to increases in share repurchases, capital expenditures, dividend payments and acquisitions. The decrease was partially offset by positive cash flows from operations, primarily driven by earnings.
‌
Cash Flows
‌
Cash flows were as follows ($ in millions):
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
‌	‌	‌	‌	‌	‌	‌	‌	‌	Three Months Ended	
‌	‌	‌	‌	‌	‌	‌	‌	‌	April 30, 2022	‌	May 1, 2021	
Total cash provided by (used in):	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Operating activities	‌	‌	‌	‌	‌	‌	‌	‌	$	(1,384)	‌	‌	$	105 	‌	
Investing activities	‌	‌	‌	‌	‌	‌	‌	‌	‌	(213)	‌	‌	‌	(253)	‌	
Financing activities	‌	‌	‌	‌	‌	‌	‌	‌	‌	(650)	‌	‌	‌	(1,089)	‌	
Effect of exchange rate changes on cash	‌	‌	‌	‌	‌	‌	‌	‌	‌	2 	‌	‌	‌	5 	‌	
Decrease in cash, cash equivalents and restricted cash	‌	‌	‌	‌	‌	‌	$	(2,245)	‌	‌	$	(1,232)	‌	
‌
Operating Activities
‌
The increase in cash used in operating activities in the first quarter of fiscal 2023 was primarily driven by lower inventory turnover and the timing and volume of inventory purchases and payments, reflecting an earlier build of inventory in the first quarter of fiscal 2023, which resulted in a higher proportion of inventory purchases having been paid for, compared to the first quarter of fiscal 2022. The increase in cash used in operating activities was also due to higher incentive compensation payments as a result of strong fiscal 2022 results and lower earnings in the current-year period.
‌
Investing Activities
‌
The decrease in cash used in investing activities in the first quarter of fiscal 2023 was primarily driven by a decrease in purchases of short-term investments, partially offset by increased capital spending for initiatives to support our business.
‌
Financing Activities
‌
The decrease in cash used in financing activities in the first quarter of fiscal 2023 was primarily driven by lower share repurchases.
‌
Sources of Liquidity
‌
Funds generated by operating activities, available cash and cash equivalents, our credit facilities and other debt arrangements are our most significant sources of liquidity. We believe our sources of liquidity will be sufficient to fund operations and anticipated capital expenditures, share repurchases, dividends and strategic initiatives, including business combinations. However, in the event our liquidity is insufficient, we may be required to limit our spending. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under our existing credit facilities or obtain additional financing, if necessary, on favorable terms.
‌
On May 18, 2021, we entered into a $1.25 billion five year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks. The Five-Year Facility Agreement replaced the previous $1.25 billion senior unsecured revolving credit facility (the “Previous Facility”) with a syndicate of banks, which was originally scheduled to expire in April 2023, but was terminated on May 18, 2021. The Five-Year Facility Agreement permits borrowings of up to $1.25 billion and expires in May 2026. There were no borrowings outstanding under the Five-Year Facility Agreement as of April 30, 2022, or January 29, 2022, or the Previous Facility as of May 1, 2021.
‌
Our credit ratings and outlook as of May 31, 2022, remained unchanged from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and are summarized below.
‌
‌

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Rating Agency	‌	‌	‌	‌	Rating	‌	Outlook	
Standard & Poor's	‌	‌	‌	‌	‌	BBB+	‌	‌	‌	Stable	‌	
Moody's	‌	‌	‌	‌	A3	‌	Stable	
‌
Credit rating agencies review their ratings periodically, and, therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Factors that can affect our credit ratings include changes in our operating performance, the economic environment, conditions in the retail and consumer electronics industries, our financial position and changes in our business strategy. If changes in our credit ratings were to occur, they could impact, among other things, interest costs for certain of our credit facilities, our future borrowing costs, access to capital markets, vendor financing terms and future new-store leasing costs.
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Restricted Cash
‌
Our liquidity is also affected by restricted cash balances that are primarily restricted to cover product protection plans provided under our Totaltech membership offering and self-insurance liabilities. Restricted cash, which is included in Other current assets on our Condensed Consolidated Balance Sheets, was $320 million, $269 million and $115 million at April 30, 2022, January 29, 2022, and May 1, 2021, respectively. The increases from January 29, 2022, and May 1, 2021, were primarily due to the national launch of our Totaltech membership offering in October 2021 and growth in the membership base.
‌
Debt and Capital
‌
As of April 30, 2022, we had $500 million principal amount of notes due October 1, 2028, and $650 million principal amount of notes due October 1, 2030. Refer to Note 6, Debt, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, and Note 8, Debt, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, for additional information about our outstanding debt.
‌
Share Repurchases and Dividends
‌
We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors (“Board”). The payment of cash dividends is also subject to customary legal and contractual restrictions. Our long-term capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through dividends and share repurchases while maintaining investment-grade credit metrics.
‌
On February 28, 2022, our Board approved a new $5.0 billion share repurchase program, which replaced the $5.0 billion share repurchase program authorized on February 16, 2021. There is no expiration date governing the period over which we can repurchase shares under this authorization. On May 24, 2022, we reaffirmed our plans to spend approximately $1.5 billion on share repurchases in fiscal 2023.
‌
Share repurchase and dividend activity was as follows ($ and shares in millions, except per share amounts):
‌
‌
‌

‌	‌	‌	‌	‌	‌	‌	‌	
‌	Three Months Ended	
‌	April 30, 2022	‌	May 1, 2021	
Total cost of shares repurchased	$	442 	‌	‌	$	915 	‌	
Average price per share	$	97.18 	‌	‌	$	108.69 	‌	
Number of shares repurchased	‌	4.5 	‌	‌	‌	8.4 	‌	
Regular quarterly cash dividend per share	$	0.88 	‌	‌	$	0.70 	‌	
Cash dividends declared and paid	$	199 	‌	‌	$	175 	‌	
‌
The total cost of shares repurchased decreased in fiscal 2023, primarily due to the decrease in planned repurchases. Cash dividends declared and paid increased in fiscal 2023, primarily due to the increase in the regular quarterly cash dividend per share.
‌
Other Financial Measures
‌
Our current ratio, calculated as current assets divided by current liabilities, was 1.0 as of April 30, 2022, and January 29, 2022, and 1.2 as of May 1, 2021. The decrease from May 1, 2021, was primarily driven by lower cash and cash equivalents.
‌
Our debt to earnings ratio, calculated as total debt (including current portion) divided by net earnings over the trailing twelve months remained relatively unchanged at 0.5 as of April 30, 2022, and January 29, 2022, and 0.6 as of May 1, 2021.
‌
Off-Balance-Sheet Arrangements and Contractual Obligations
‌
Our liquidity is not dependent on the use of off-balance-sheet financing arrangements other than in connection with our $1.25 billion in undrawn capacity on our Five-Year Facility Agreement as of April 30, 2022, which, if drawn upon, would be included in either short-term or long-term debt on our Condensed Consolidated Balance Sheets.
‌
There has been no material change in our contractual obligations other than in the ordinary course of business since the end of fiscal 2022. See our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, for additional information regarding our off-balance-sheet arrangements and contractual obligations.
‌
Significant Accounting Policies and Estimates
‌
We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2022.
 
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New Accounting Pronouncements
‌
We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.
 
Safe Harbor Statement Under the Private Securities Litigation Reform Act
‌
Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “guidance,” “intend,” “outlook,” “plan,” “project” and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: the duration and scope of the COVID-19 pandemic and its resurgences and the impact on demand for our products and services; levels of consumer confidence; interruptions and other supply chain issues; any material disruption in our relationship with or the services of third-party vendors, risks related to our exclusive brand products and risks associated with vendors that source products outside of the U.S.; macroeconomic pressures in the markets in which we operate (including but not limited to the effects of COVID-19, increased levels of inventory loss due to organized crime, petty theft or otherwise, fluctuations in housing prices, energy markets, and jobless rates and those related to the conflict in Ukraine); future outbreaks, catastrophic events, health crises and pandemics; susceptibility of our products to technological advancements, product life cycles and launches; conditions in the industries and categories in which we operate; changes in consumer preferences, spending and debt; competition (including from multi-channel retailers, e-commerce business, technology service providers, traditional store-based retailers, vendors and mobile network carriers); our ability to attract and retain qualified employees; changes in market compensation rates; our expansion strategies; our focus on services as a strategic priority; our reliance on key vendors and mobile network carriers (including product availability); our ability to maintain positive brand perception and recognition; our company transformation; our mix of products and services; our ability to effectively manage strategic ventures, alliances or acquisitions; our ability to effectively manage our real estate portfolio; trade restrictions or changes in the costs of imports (including existing or new tariffs or duties and changes in the amount of any such tariffs or duties); our reliance on our information technology systems; our dependence on internet and telecommunications access and capabilities; our ability to prevent or effectively respond to a cyber-attack, privacy or security breach; product safety and quality concerns; changes to labor or employment laws or regulations; risks arising from statutory, regulatory and legal developments (including tax statutes and regulations); risks arising from our international activities (including those related to the conflict in Ukraine); failure to effectively manage our costs; our dependence on cash flows and net earnings generated during the fourth fiscal quarter; pricing investments and promotional activity; economic or regulatory developments that might affect our ability to provide attractive promotional financing; constraints in the capital markets; changes to our vendor credit terms; changes in our credit ratings; and general economic uncertainty in key global markets and worsening of global economic conditions or low levels of economic growth. We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made and we assume no obligation to update any forward-looking statement that we may make.
‌
Item 3.Quantitative and Qualitative Disclosures About Market Risk
‌
As disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, in addition to the risks inherent in our operations, we are exposed to certain market risks.
‌
Interest Rate Risk
‌
We are exposed to changes in short-term market interest rates and these changes in rates will impact our net interest expense. Our cash, cash equivalents and restricted cash generate interest income that will vary based on changes in short-term interest rates. In addition, we have swapped a portion of our fixed-rate debt to floating rate such that the interest expense on this debt will vary with short-term interest rates. Refer to Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, for further information regarding our interest rate swaps.
‌
As of April 30, 2022, we had $960 million of cash, cash equivalents and restricted cash and $500 million of debt that has been swapped to floating rate, and therefore the net balance exposed to interest rate changes was $460 million. As of April 30, 2022, a 50-basis point increase in short-term interest rates would have led to an estimated $2 million reduction in net interest expense, and conversely a 50-basis point decrease in short-term interest rates would have led to an estimated $2 million increase in net interest expense.
‌
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‌
Foreign Currency Exchange Rate Risk
‌
We have market risk arising from changes in foreign currency exchange rates related to operations in our International segment. Refer to Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, for additional information regarding these instruments.
‌
In the first quarter of fiscal 2023, 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. The impact of foreign exchange rate fluctuations on our revenue and net earnings in the first quarter of fiscal 2023 was not significant.
 
Item 4.Controls and Procedures
‌
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. The Disclosure Committee meets on a regular quarterly basis and more often if necessary.
‌
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), at April 30, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at April 30, 2022, our disclosure controls and procedures were effective.
‌
There were no changes in internal control over financial reporting during the fiscal quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
‌
PART II — OTHER INFORMATION
 
Item 1.Legal Proceedings
‌
For information about our legal proceedings, see Note 10, Contingencies, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.
‌
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
‌
(c) Stock Repurchases
‌
On February 28, 2022, our Board approved a new $5.0 billion share repurchase program, which replaced the $5.0 billion share repurchase program authorized on February 16, 2021. Share repurchases prior to February 28, 2022, were made under the February 2021 share repurchase program and thereafter under the February 2022 share repurchase program. For additional information, see Note 9, Repurchase of Common Stock, of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	‌	
Fiscal Period	‌	Total Number of
‎Shares Purchased	‌	Average Price Paid
‎per Share	‌	Total Number of Shares Purchased as Part of Publicly Announced Program	‌	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program	
January 30, 2022 through February 26, 2022	‌	1,284,900 	‌	‌	$	97.58	‌	‌	‌	1,284,900 	‌	‌	$	1,490,000,000 	‌	
February 27, 2022 through April 2, 2022	‌	2,330,650 	‌	‌	$	98.45	‌	‌	‌	2,330,650 	‌	‌	$	4,771,000,000 	‌	
April 3, 2022 through April 30, 2022	‌	930,868 	‌	‌	$	93.44	‌	‌	‌	930,868 	‌	‌	$	4,684,000,000 	‌	
Total	‌	4,546,418 	‌	‌	$	97.18	‌	‌	‌	4,546,418 	‌	‌	$	4,684,000,000 	‌	
‌
‌
‌
‌
23

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‌
Item 6.Exhibits

‌	‌	
3.1	Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 12, 2020)	
3.2	Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 14, 2018)	
*10.1	Form of Best Buy Co. Inc., Long-Term Incentive Program Award Agreement (2022) – Restricted Shares	
*10.2	Form of Best Buy Co. Inc., Long-Term Incentive Program Award Agreement (2022) – Restricted Stock Units	
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
31.2	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)	
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)	
101	The following financial information from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2023, filed with the SEC on June 2, 2022, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets as of April 30, 2022, January 29, 2022, and May 1, 2021, (ii) the Condensed Consolidated Statements of Earnings for the three months ended April 30, 2022, and May 1, 2021, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended April 30, 2022, and May 1, 2021, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2022, and May 1, 2021, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended April 30, 2022, and May 1, 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.	
104	The cover page from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2023, filed with the SEC on June 2, 2022, formatted in iXBRL (included as Exhibit 101).	
(1)The certifications in Exhibit 32.1 and Exhibit 32.2 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Management contracts or compensatory plans or arrangements
‌
Pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act of 1933, as amended, the registrant has not filed as exhibits to this Quarterly Report on Form 10-Q certain instruments with respect to long-term debt under which the amount of securities authorized does not exceed 10% of the total assets of the registrant. The registrant hereby agrees to furnish copies of all such instruments to the SEC upon request.
‌

‎‌
24

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‌
SIGNATURES
‌
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
‌

‌	‌	‌	
‌	BEST BUY CO., INC.	
‌	(Registrant)	
‌	‌	‌	
Date: June 2, 2022	By:	/s/ CORIE BARRY	
‌	‌	Corie Barry	
‌	‌	Chief Executive Officer	
‌	‌	‌	
Date: June 2, 2022	By:	/s/ MATTHEW BILUNAS	
‌	‌	Matthew Bilunas	
‌	‌	Chief Financial Officer	
‌	‌	‌	
Date: June 2, 2022	By:	/s/ MATHEW R. WATSON	
‌	‌	Mathew R. Watson	
‌	‌	Senior Vice President, Finance – Controller and Chief Accounting Officer	
‌
 
25

Exhibit 10.1

BEST BUY CO., INC.
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: ___,  2022
﻿
This Long-Term Incentive Program Agreement (the “Agreement”), dated the date set forth above (the “Award Date”), is between Best Buy Co., Inc., a Minnesota corporation, (“Best Buy” or the “Company”), and the employee (“you”  or the “Participant”) of the Company (or one of its Affiliates) whose name is set forth in the Award Notification you received from the Company (the “Award Notification”).  The Award Notification is included in and made a part of this Agreement.
﻿
	1.		Grant of Award.  In consideration of your employment with or service to a member of the Company Group, the Company hereby grants to you the award set forth in the Award Notification (the “Award”) subject to the terms and conditions of this Agreement and the Best Buy Co., Inc. 2020 Omnibus Incentive Plan (the “Plan”).  In the event of any conflict between this Agreement and the Plan, the Plan will govern.    By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.	
﻿
	2.		Options. This section applies to you if your Award includes an Option.  An “Option” is a right to purchase a number of shares of common stock of the Company (“Shares”) at the price per share of Common Stock stated in the Award Notification.	
﻿
	(a)		Term and Vesting.    The Option shall expire and no longer be exercisable on the tenth anniversary the Award Date or such earlier date as provided herein (such date, the “Expiration Date”).  Except as otherwise set forth herein, the Option may be exercised, in whole or in part, at any time prior to the Expiration Date, in accordance with the schedule stated in the Award Notification.  In no case may the Option be exercised after the Expiration Date.	
﻿
	(b)		Method of Exercise.    The Option may be exercised by written notice to the Company (through the Plan administrator or other means specified by the Company) stating the number of Shares to be purchased.  Such notice must be accompanied by payment in full of the exercise price for all Shares to be purchased, at the election of the Participant, by (i) cash or check, (ii) delivery of unencumbered Shares previously acquired by you having a Fair Market Value on the date of exercise that is equal to the exercise price, (iii) withholding of Shares that would otherwise be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate exercise price for the Shares for which the Option is being exercised or (iv) a cashless (broker-assisted) exercise that complies with all applicable laws. 	
﻿
	3.		Restricted Shares.  This section applies to you if your  Award includes Restricted Shares.  A “Restricted Share” is a Share issued to you on the Award Date that is subject to the restrictions set forth in this Agreement.	
﻿
	(a)		Restrictions.  Until the Restricted Shares vest, they may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation

 
 
of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition contrary to the provisions this Agreement or the Plan, or the levy of any execution, attachment or similar process upon the Restricted Shares, shall be void and unenforceable against the Company.	
﻿
	(b)		Vesting.    Except as otherwise set forth herein, so long as you remained employed by a member of the Company Group, the Restricted Shares shall vest in accordance with the schedule stated in the Award Notification.	
﻿

	(c)		Issuance of Restricted Shares.  Unless otherwise determined by the Committee, the Company shall issue the Restricted Shares in the Participant’s name in book-entry form with legends or notations indicating the restrictions in this Agreement	
﻿
	4.		Performance Share Award. This section applies to you if your Award includes a Performance Share Award.  A “Performance Share Award” is a commitment by the Company to issue a certain number of Shares to you provided you meet certain employment criteria and that the Company achieves certain financial performance levels.  A Performance Share Award does not represent immediate ownership of Shares.	
﻿
	(a)		Determination of Number of Shares under Performance Share Award.  The number of Shares issuable under your Performance Share Award (the “Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification (the “TSR Target”), as determined below. 	
﻿
	(b)		TSR Performance Share Number.	
﻿
	(i)		Within 120 days after the end of the Performance Period, the Committee will (A) calculate the TSR for Best Buy and for each company included in the S&P 500 Index at the time of any calculation hereunder, (B) rank each such company by TSR (lowest to highest), and (C) determine the percentile rank of Best Buy’s TSR in such ranking by dividing Best Buy’s numerical position in such TSR ranking by the total number of companies included in the list, rounding to the nearest hundredth (“Relative TSR”).  For example, if Best Buy were ranked 300 out of 500, its Relative TSR would be 60%. 	
﻿
	(ii)		Your Performance Share Number will be equal to the percentage of the TSR Target that is listed in the column below with the heading “Number of Shares Earned” opposite the band in the column with the heading “Performance” in which Relative TSR falls.  If Relative TSR is between Threshold TSR and Target TSR or between Target TSR and Maximum TSR, your Performance Share Number will be equal to a percentage interpolated on a linear basis for performance between such amounts.  For example, if Best Buy's Relative TSR is 60%, then your Performance Share Number would be 125% of your TSR Target.  Your Performance Share Number will be rounded to the nearest whole number.	
﻿

2

 
Performance	Number of Shares Earned	
Relative TSR less than 30% (“Threshold TSR”)	0	
Relative TSR 30% or greater but less than 50% 	50%-99% of TSR Target	
Relative TSR 50% (“Target TSR”) or greater but less than 70%	100%-149% of TSR Target	
Relative TSR Greater than 70% (“Maximum TSR”)	150% of TSR Target	
The number of performance shares earned will be interpolated on a linear basis for performance between Threshold and Target and between Target and Maximum.	
﻿
	(c)		Certain Definitions.	
﻿
	(i)		“Beginning Price”  means, with respect to any one company, the average closing price of one share of common stock during the first fiscal quarter of the Performance Period.	
﻿

	(ii)		“Ending Price”  means, with respect to any one company, the average closing price of one share of common stock during the first fiscal quarter following completion of the Performance Period.	
﻿
	(iii)		 “Performance Period” means the performance period stated in the Award Notification. 	
﻿
	(iv)		“TSR” means, with respect to any one company, the price appreciation of one share of common stock as measured from the Beginning Price to the Ending Price, assuming all dividends and other distributions made on such share are reinvested, expressed as a percentage.	
﻿
	(d)		Change of Control.  Notwithstanding anything in this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the Committee will determine Relative TSR using the average closing price of one share of common stock during the last completed fiscal quarter in order to determine the Ending Price,  and the Performance Share Number will be equal to the greater of (i) the number determined pursuant to Section 4(b)(ii) above and (ii) the TSR Target.	
﻿
	(e)		Performance Share Number Not Guaranteed.  If Relative TSR is less than Threshold TSR,  your Performance Share Number will be 0 and there will be no Shares issued under your Performance Share Award.  The Committee shall have sole discretion to determine Relative TSR.	
﻿
	(f)		Issuance of Shares.  Any Shares issuable to you under your Performance Share Award will be issued within 60 days after the Committee’s determination of Relative TSR; provided however, that the Company’s obligation to issue such shares is subject to Section 5 of this Agreement.	
﻿
	5.		Effect of Termination of Employment.  Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice).  This section provides the effect on your Award of different types of termination of employment.	

3

 
﻿
	(a)		Qualified Retirement.  In the event of your Qualified Retirement:	
﻿
	(i)		Options.  If your Award includes an Option, the Option will continue to vest in accordance with the vesting schedule set forth above. You will have until the later of (A) three years from the date of your Qualified Retirement and (B) the last scheduled vesting date to exercise the entire Option; provided, however, that in no event shall the Option be exercisable after the Expiration Date.  Any portion of the Option unexercised at the end of this period will be forfeited.	
﻿
	(ii)		Restricted Shares.  If your Award includes Restricted Shares, such Restricted Shares will continue to vest in accordance with the vesting schedule set forth above.	
﻿

	(iii)		Performance Shares.  If your Award includes Performance Shares and in the event of your Qualified Retirement prior to the end of the Performance Period, you may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined after the end of the Performance Period), you will be entitled to a prorated Performance Share Number.  Your Performance Share Award will be determined by multiplying the Performance Share Number calculated as if you were employed by a member of the Company Group on the last day of the Performance Period by a fraction, the numerator of which is the number of days during the Performance Period you were so employed, and the denominator of which is the number of days in the Performance Period. 	
﻿

	(b)		Death or Disability.  In the event of your death or employment termination due to Disability:	
﻿

	(i)		Options. If your Award includes an Option,  any then unvested portion of the Option will vest and become exercisable as of the date of death or, in the case of Disability, as of the date of employment termination.   In the event of your death, the representative of your estate or your heirs will have until the earlier of (A) one year from the date of your death and (B) the Expiration Date of the Option, to exercise the Option.  In the event you become Disabled while employed with the Company Group and must therefore terminate your employment, you will have until the earlier of (X) one year from the date of your employment termination and (Y) the Expiration Date of the Option, to exercise the Option.	
﻿
	(ii)		Restricted Shares.  If your Award includes Restricted Shares, any then unvested Restricted Shares will vest as of the date of death or, in the case of Disability, employment termination.	
﻿

	(iii)		Performance Share Award.  If your Award includes a Performance Share Award and in the event of your death or employment termination due to Disability prior to the end of the Performance Period, you or the representative of your estate or your heirs, as applicable, may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined as of the last completed fiscal quarter prior to the date of termination of employment to determine the Ending Price), you or the representative of your estate or your heirs, as applicable, will be entitled to a prorated Performance Share

4	

 
Number.  Your Performance Share Award will be determined by multiplying the Performance Share Number calculated as of the date of termination of employment multiplied by a fraction, the numerator of which is the number of days during the Performance Period you were employed, and the denominator of which is the number of days in the Performance Period.   	
﻿
	(c)		Involuntary Termination Without Cause.  If your employment is Involuntarily Terminated Without Cause:	
﻿
	(i)		Options.  If your Award includes an Option, you will have 60 days from the date of termination of your employment to exercise the portion of the Option vested as of your termination date, and any portion of the Option then unvested will be forfeited; provided,  however, that if your employment is Involuntarily Terminated Without Cause within 12 months following a Change of Control, any then unvested portion of the Option will vest and become exercisable during the period ending 60 days from the date of termination of your employment.  In no event, however, may the Option be exercised after its Expiration Date.	
﻿
	(ii)		Restricted Shares.  If your Award includes Restricted Shares, you will forfeit any then unvested Restricted Shares.	
﻿
	(iii)		Performance Share Award.  If your Award includes a Performance Share Award and your employment is Involuntarily Terminated Without Cause prior to the end of the Performance Period, you may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined after the end of the Performance Period), you will be entitled to a prorated Performance Share Number.  Your Performance Share Award is determined by multiplying the Performance Share Number calculated as if you were employed by a member of the Company Group on the last day of the Performance Period multiplied by a fraction, the numerator of which is the number of days during the Performance Period you were employed, and the denominator of which is the number of days in the Performance Period.	
﻿

	(d)		Voluntary Termination.  If you voluntarily terminate your employment with the Company Group for any reason:	
﻿

	(i)		Options.  If your Award includes an Option, you will have 60 days from the date of termination of your employment to exercise the Option, to the extent the Option had become vested as of your termination date.  Any then unvested portion of the Option will be forfeited.  In no event, however, may the Option be exercised after its Expiration Date.	
﻿
	(ii)		Restricted Shares.  If your Award includes Restricted Shares, you will forfeit any then unvested Restricted Shares.	
﻿

5

 
	(iii)		Performance Share Award.   If your Award includes a Performance Share Award,  and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award.	
﻿
	(e)		Termination for Cause.  If your employment is terminated by any member of the Company Group for any reason at a time when any member of the Company Group is entitled to terminate your employment for Cause:	
﻿

	(i)		Options.  If your Award includes an Option, any then unvested portion of the Option will be forfeited, and the Option may not be exercised after termination of your employment.	
﻿
	(ii)		Restricted Shares.  If your Award includes Restricted Shares, any then unvested Restricted Shares will be forfeited.	
﻿

	(iii)		Performance Share Award. If your Award includes a Performance Share Award and your employment is terminated by any member of the Company Group for any reason at a time when any member of the Company Group is entitled to terminate your employment for Cause prior to the end of the Performance Period,  you will forfeit your entire Performance Share Award.	
﻿
	6.		Restrictive Covenants and Remedies.  By accepting the Award, you specifically agree to the restrictive covenants contained in this Section 6 (the “Restrictive Covenants”) and you agree that the Restrictive Covenants and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company Group.  You also acknowledge the uncertainty of the law with respect to Restrictive Covenants and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. Sections 6(b) and 6(c)  apply to you only if you are employed outside the states of California or Massachusetts.  Further, if you are an attorney, the Restrictive Covenants apply to you only to the extent they are consistent with the rules of professional conduct applicable to you (for example, Minnesota Rule of Professional Conduct 5.6).	
﻿
	(a)		Confidentiality. In consideration of the Award, you acknowledge that the Company Group operates in a competitive environment and has a substantial interest in protecting its Confidential Information, and you agree, during your employment with the Company Group and thereafter, to maintain the confidentiality of the Company Group’s Confidential Information and to use such Confidential Information for the exclusive benefit of the Company Group.  You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.  You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court

6	

 
proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. 	
﻿
	(b)		Competitive Activity.  During your employment with the Company Group and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled vesting date for your Award, you shall not compete, directly or indirectly, through an Affiliate or otherwise, in any manner or capacity (including, without limitation, through any form of ownership or as a principal, agent, partner, officer, director, employee, advisor or consultant) with the Company Group, for your benefit or for the benefit of any other Person other than the Company Group anywhere in the world.  In the event that any portion of this Section 6(b) shall be determined by an arbitrator to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonably may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such arbitrator in such action.  You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.  Ownership of less than 1% of the outstanding capital stock of any corporation listed on a national securities exchange will not constitute a breach of this Section 6(b).	
﻿
	(c)		Non-Solicitation.  During your employment and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled award vesting date, you shall not:	
﻿
	(i)		induce or attempt to induce any employee of the Company Group to leave the employ of Company Group, or in any way interfere adversely with the relationship between any such employee and Company Group;	
	(ii)		induce or attempt to induce any employee of Company Group to work for, render services to, provide advice to, or supply Confidential Information of Company Group to any third Person;	
	(iii)		employ, or otherwise pay for services rendered by, any employee of Company Group in any business enterprise with which you may be associated, connected or affiliated;	
	(iv)		induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of Company Group to cease doing business with Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and Company Group; or	
	(v)		assist, solicit, or encourage any other Person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you.  In particular, you will not, directly or indirectly, induce any employee of Company Group to carry out any such activity.	
﻿
	(d)		Intellectual Property Assignment and Disclosure.	
﻿
	(i)		Assignment. You hereby assign, agree to assign and transfer to the Company Group, for valuable consideration, the adequacy of which you acknowledge, all right, title and interest,

7	

 
including all “Intellectual Property Rights”, as defined in Section 8(k), in the following (referred to as “Developments”): (a) any and all works and inventions that have been or will be conceived, created, made, invented, developed, discovered or reduced to practice by you in the performance of your duties for the Company Group or that relate to the Company Group’s business or any of the products or services being offered, developed, manufactured, marketed, sold or otherwise provided by the Company Group or which may be used in relation therewith, (b)  all algorithms, ideas or information that will be or have been  conceived, originated, adapted, discovered, developed, acquired, evaluated, tested or applied by you while employed by the Company Group, (c) and all drafts, notes, concepts, suggestions, and approaches, modifications, improvements and derivative works related thereto and each element and part thereof. You acknowledge that your work and services while employed by the Company Group, including, without limitation, Developments, will be works done under the Company Group’s direction and control and specially ordered or commissioned by the Company Group.  To the extent the Developments are copyrightable subject matter, they shall constitute “works made for hire” under the United States Copyright Act. If for any reason a Development is determined not to be a work made for hire under applicable law, you hereby assign and transfer to the Company Group all of your right, title, and interest in and to the Development and Intellectual Property Rights pertaining thereto.	
﻿
NOTICE:  The foregoing assignment of Developments and Intellectual Property Rights in this Agreement does not apply to any invention for which no Company Group equipment, supplies, facilities or trade secret information are used and which is developed entirely on your own time, unless (a) the invention relates (i) directly to the Company Group’s business, or (ii) to the Company Group’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by you for the Company Group.
﻿

	(ii)		Disclosure. During the course of your employment and after termination thereof, you agree to promptly disclose, deliver and communicate, without additional compensation, all Developments, if the Developments or information pertaining thereto could reasonably be expected to prove useful or valuable to the Company Group.  Following disclosure of each Development and at the request of the Company Group and without additional consideration, you agree to promptly execute documents and take actions so that the Company can perfect its interest in and protect any Intellectual Property Rights pertaining to the Development including, but not limited to, documents necessary to obtain and maintain patent protection, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same and to defend any opposition, petitions or application for revocation of a patent, copyright or other analogous protection.  In the event the Company Group is unable, after reasonable effort, to secure your signature to perfect its Intellectual Property Rights relating to a Development, you hereby irrevocably designate and appoint the Company Group and its duly authorized officers and agents as attorney-in-fact to act for and on your behalf and execute and file any necessary documents to perfect and protect its Intellectual Property Rights with the same legal force and effect as if executed by you.	

8

 
﻿
	(e)		Partial Invalidity.  If any portion of this Section 6 is determined by an arbitrator to be unenforceable in any respect, it shall be interpreted to be valid to the maximum extent for which it reasonably may be enforced, and enforced as so interpreted, all as determined by such arbitrator in such action.  You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.	
﻿
	(f)		Remedy for Breach.  You agree that a breach of any of the Restrictive Covenants would cause material and irreparable harm to the Company Group that would be difficult or impossible to measure, and that monetary damages for any such harm would, therefore, be an inadequate remedy.  Accordingly, you agree that if you breach any Restrictive Covenant, the Company Group shall be entitled, in addition to and without limitation upon all other remedies the Company Group may have under this Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security, to restrain any such breach through arbitration. You further agree that the duration of the Restrictive Covenant shall be extended by the same amount of time that you are in breach of any Restrictive Covenant.	
﻿

	(g)		Claw Back & Recovery.  You agree your Award,  the Shares underlying your Award, as well as the value of any and all Shares no longer under your control, are subject to forfeiture and recovery pursuant to the Company’s Clawback Policy, as it may be amended from time to time (the “Clawback Policy”), available upon request, and any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. You acknowledge you have had an opportunity to review the Clawback Policy. Forfeiture and recovery under the Clawback Policy may include:	
﻿

	(i)		the immediate forfeiture of any of the then unexercised portion of any Option included in your Award, any unvested Restricted Shares  included in your Award, and any Performance Share Award included in your Award;	
﻿
	(ii)		a requirement that you immediately return to the Company any Shares issued upon exercise of any Option included in your Award, and any Shares in your Award that were previously Restricted Shares and any Shares issued under any Performance Share Award that, in each case, are still under your control; and	
﻿

	(iii)		a requirement that you promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the exercise date of any such Option, the vesting date of any such formerly Restricted Shares, and the date of issuance of any Shares issued under any such Performance Share Award, as applicable).	
﻿

9

 
	(h)		Right of Set Off.    By accepting the Award, you agree that any member of the Company Group may, to the extent permitted by applicable law, set off any amount owed to you (including wages or other compensation, fringe benefits or vacation pay) against any amounts you owe under this Section 6.	
﻿
	7.		General Terms and Conditions.	
﻿
	(a)		Rights as a Shareholder.	
﻿
	(i)		Options.  You will have no rights as a shareholder with respect to any Shares issuable upon exercise of an Option, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until you have actually received such Shares following the exercise of the Option in accordance with the terms of this Agreement and the Plan.	
﻿
	(ii)		Restricted Shares.  Upon the issuance of Restricted Shares, you shall be entitled to exercise the rights of a stockholder.  Notwithstanding the foregoing, you will not have the right to vote any Restricted Shares during the time period such Restricted Shares are subject to the restrictions in Section 3(a) (the “Restricted Period”), and you will not have any right to any dividends paid on Restricted Shares during the Restricted Period.	
﻿

	(iii)		Performance Share Awards.  You will have no rights as a stockholder with respect to any Shares issuable under a Performance Share Award until you have actually received such Shares in accordance with the terms of this Agreement and the Plan.	
﻿

	(iv)		Dividend Equivalents.  If your Award includes Restricted Shares or a Performance Share Award, upon vesting of such Restricted Shares or upon issuance of Shares underlying such Performance Share Award, as the case may be, in accordance with the terms of this Agreement, you will be entitled to the Total Dividend Equivalent Amount with respect to such Restricted Shares or Performance Share Award. The Total Dividend Equivalent Amount will be converted to Shares and issued to you upon vesting of Restricted Shares, or issuance of Shares underlying a Performance Share Award, as applicable; provided,  however, that the Committee may pay you the Total Dividend Equivalent Amount in cash, as determined in its sole discretion.  Any such conversion shall be based on the closing price of one Share on the applicable dividend payment date.  In the event any such conversion results in a fraction of a Share, the number of such Shares shall be rounded up to the nearest whole number.  The Company’s obligation to issue such Shares or pay such amounts are subject to the same terms and conditions as apply to your Restricted Shares and any Performance Share Award.	
﻿

	(A)		“Dividend Equivalent Amount”  means the amount of any dividend paid on one Share that has a record date during the Dividend Equivalent Period multiplied by (1) in the case of Restricted Shares, the number of Restricted Shares held by you as of such record date and, (2) in the case of a Performance Share Award, the Performance Share Number.	

10

 
﻿

	(B)		“Dividend Equivalent Period” means the period beginning on the grant date and ending (i) in the case of Restricted Shares, on the vesting date of such Restricted Shares and, (ii) in the case of a Performance Share Award, on the date of issuance of any Shares underlying a Performance Share Award.	
﻿

	(C)		“Total Dividend Equivalent Amount” means the sum of all Dividend Equivalent Amounts with respect the Restricted Shares granted under this Agreement or the Performance Share Award granted under this Agreement, as applicable.	
﻿
	(b)		Transferability. 	
﻿
	(i)		Options.  Options may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Plan, or the levy of any execution, attachment or similar process upon the Option, shall be void and unenforceable against the Company.	
﻿
	(ii)		Restricted Shares.  Restricted Shares are subject to the restrictions set forth in Section 3(a) of this Agreement.	
﻿

	(iii)		Performance Share Awards.  Performance Share Awards may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Performance Share Award contrary to the provisions of this Agreement or the Plan, or the levy of any execution, attachment or similar process upon a Performance Share Award, shall be void and unenforceable against the Company.	
﻿
	(c)		No Right to Continued Employment.  This Agreement does not guarantee your continued employment nor alter the right of any member of the Company Group to terminate your employment at any time.	
﻿
	(d)		Participant’s Acknowledgements. 	
﻿

	(i)		Committee’s Sole Discretion.  The Committee has sole discretion to make decisions regarding your Award, and to interpret all terms of this Agreement, with the exception of the application of the Company’s Arbitration Policy.  You agree that all decisions regarding, and interpretations of, this Agreement by the Committee are binding, conclusive, final and non-appealable.	
﻿

11

 
	(ii)		Taxes.  You are liable for any for any federal, state and other taxes incurred upon the exercise, vesting or settlement of any Award, and any subsequent disposition of any Shares.	
﻿

	(A)		Options.  Any Options included in your Award are Non-Qualified Stock Options not eligible for treatment as qualified or incentive stock options for federal income tax purposes.  Prior to exercising any Option, you will pay or make adequate arrangements satisfactory to the Company to satisfy all applicable taxes.  In that regard, you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a  Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation, and (ii) prior to any such exercise, you may elect, in a manner and on such forms as provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation. 	
﻿
	(B)		Restricted Shares. Upon vesting of any Restricted Shares, you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a  Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation, and (ii) prior to the time such withholding is due, you may elect, in a manner and on such forms as provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation.	
﻿

	(C)		Performance Share Award.  Upon issuance of any Shares of your Performance Share Award,  you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation, and (ii) prior to the time such withholding is due, you may elect, in a manner and on such forms as provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation.	
﻿

	(iii)		Section 83(b) Election. If your Award includes Restricted Shares, you acknowledge that you may file an election pursuant to Section 83(b) of the Internal Revenue Code to be taxed currently on the fair market value of any Restricted Shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than 30 days

12	

 
after the grant of such Restricted Shares. You agree to seek the advice of your own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of the Restricted Shares under federal, state, and any other laws that may be applicable.	
﻿

	(iv)		Consultation With Professional Tax Advisors.  You acknowledge that the grant, exercise, vesting or any payment with respect to the Award, and the sale or other taxable disposition of the Shares acquired as a result of the Award may have tax consequences under federal, state, local or international tax laws.  You further acknowledge that you are relying solely on your own professional tax and investment advisors with respect to any and all such matters (and are not relying, in any manner, on the Company or any of its employees or representatives).  You understand and agree that any and all tax consequences resulting from the Award and its grant, exercise, vesting or any payment with respect thereto, and the sale or other taxable disposition of the Shares acquired pursuant to the Plan, are solely your responsibility without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse you for such taxes.	
﻿
	(e)		Severability.  In the event that any provision in the Plan or this Agreement is held to be invalid, illegal or unenforceable or would disqualify the Plan or this Agreement under any law, the invalid, illegal or unenforceable provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or this Agreement, such provision shall be stricken as to the applicable jurisdiction or Shares, and the remainder of the Plan or this Agreement shall remain in full force and effect.	
﻿
	(f)		Governing Law and Dispute Resolution. Any disputes under this Agreement or the Plan must be resolved by arbitration subject to the Company’s Arbitration Policy.  The substantive laws of Minnesota, without regard to the conflict of law provisions, shall apply to all questions concerning this Agreement to the extent not prohibited by the applicable law of the State in which you primarily work and reside; however, the Arbitration Policy, its enforceability, and its implementation are governed by the Federal Arbitration Act.	
﻿

	8.		Definitions.  Capitalized terms used but not defined in this Agreement are defined in the Plan or, if not defined therein, will have the following meanings:	
﻿
	(a)		"Beneficial Owner" will have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor provision.	
﻿
	(b)		“Board”  means the Board of Directors of Best Buy Co., Inc.	
﻿
	(c)		“Cause” for termination of your employment with the Company Group shall, solely for purposes of this Agreement, is deemed to exist if you:	
﻿

13

 
	(i)		are charged with, convicted of or enter a plea of guilty or nolo contendere to: (a) a felony, (b) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (c) any crime involving the business of the Company Group;	
﻿
	(ii)		in the performance of your duties for the Company Group or otherwise to the detriment of the Company Group, engage in: (a) dishonesty that is harmful to the Company Group, monetarily or otherwise, (b) willful or gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation, (f) embezzlement, or (g) theft;	
﻿
	(iii)		disobey the directions of the Board, or any individual or individuals the Board authorizes to act on its or their behalf, acting within the scope of its or their authority;	
﻿
	(iv)		fail to comply with the policies or practices of the Company Group;	
﻿
	(v)		fail to devote substantially all of your business time and effort to the Company Group;	
﻿
	(vi)		are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other Person;	
﻿
	(vii)		are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its or their behalf, to have engaged in a pattern of poor performance;	
﻿
	(viii)		are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its or their behalf, to have willfully engaged in conduct that is harmful to the Company Group, monetarily or otherwise;	
﻿
	(ix)		breach any provision of this Agreement or any other agreement between you and any member of the Company Group; or	
﻿
	(x)		engage in any activity intended to benefit any entity at the expense of the Company Group or intended to benefit any competitor of the Company Group.	
﻿
All determinations and other decisions relating to Cause (as defined above) for termination of your employment shall be within the sole discretion of the Board or any individual or individuals the Board authorizes to act on its behalf; and shall be final, conclusive and binding upon you.  In the event that there exists Cause (as defined above) for termination of your employment, the Company may terminate this Agreement immediately, upon written notification of such termination for Cause, given to you by the Board or any individual or individuals the Board authorizes to act on its behalf.  The use of this definition solely for purposes of this Agreement does not change your at will employment status. 
﻿
	(d)		“Change of Control” means:	
﻿

14

 
	(i)		the consummation of any transaction in which any Person or Group, other than a member or members of the  Company Group or any trustee or other fiduciary holding securities under an employee benefit plan or plans of a member of the Company Group,  becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the voting power of the Company's securities other than any such transaction in which the security holders of the Company immediately prior to such transaction Beneficially Own, immediately following such transaction, securities representing 50% or more of the voting power of the Company’s securities in substantially the same proportions as their ownership immediately prior to such transaction;	
﻿
	(ii)		individuals who at the Award Date constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least 2/3 of the directors then still in office who either were directors at the Award Date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority thereof;	
﻿
	(iii)		there is consummated a merger or consolidation of the Company with any other entity, other than (a) a merger or consolidation in which the Beneficial Owners of securities of the Company outstanding immediately prior thereto representing 50% or more of the voting power of the Company’s securities Beneficially Own, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of a member of the Company Group (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or parent thereof outstanding immediately after such merger or consolidation in substantially the same proportions as their Beneficial Ownership immediately prior to such transaction, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities;	
﻿
	(iv)		the consummation of any transaction or series of related transactions in which all or substantially all the Company's assets are sold or otherwise transferred, other than any sale or transfer to a Person or Group, at least 50% of the combined voting power of the voting securities of which are Beneficially Owned by shareholders of the Company in substantially the same proportions as such shareholders’ Beneficial Ownership of voting securities of the Company; or	
﻿
	(v)		approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.	
﻿

15

 
The Board shall determine in its sole discretion that a Change of Control of the Company has occurred.
﻿
	(e)		“Company Group”  means, collectively, Best Buy Co., Inc. and its subsidiaries.	
﻿
	(f)		“Committee”  means the Compensation and Human Resources Committee of the Board of Directors of Best Buy Co., Inc.	
﻿
	(g)		“Confidential Information” means all “Confidential Information” as that term is defined in Best Buy’s Confidentiality Policy, and includes, without limitation, any and all information in whatever form, whether written, electronically stored, orally transmitted or memorized relating to trade secrets, customer lists, records and other information regarding customers, price lists and pricing policies, financial information, records, ledgers and information, purchase orders, agreements and related data, business development and strategic plans, products and technologies, product tests, manufacturing costs, product or service pricing, sales and marketing plans, research and development plans, personnel and employment records, files, data and policies (regardless of whether the information pertains to you or other employees of the Company Group), tax information, business and sales methods and operations, business correspondence, memoranda and other records, inventions, improvements and discoveries, processes and methods, business operations and related data formulae, computer records and related data, know-how, research and development, trademark, technology, technical information, copyrighted material, and any other confidential or proprietary data and information which you encounter during employment, all of which are held, possessed and/or owned by the Company Group and all of which are used in the operations and business of the Company Group.  Confidential Information does not include information which is or becomes generally known within the Company Group’s industry through no act or omission by you. Confidential Information also does not include information about unlawful or potentially unlawful acts in the workplace.	
﻿

	(h)		“Disability” means your disability that has caused you to either (i) have qualified for long term disability payments under the Company's long-term disability plan; or (ii) to have been unable to perform the essential functions of your position (with or without reasonable accommodation) with any Company Group member for at least 6 consecutive months.	
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	(i)		“GAAP” means generally accepted accounting principles in the United States.	
﻿

	(j)		“Group” shall have the meaning as such term has under Section 13d-3 of the Securities Exchange Act of 1934, as amended, or any successor provision.	
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	(k)		“Intellectual Property Rights” means any and all (i) copyrights and other rights associated with works of authorship throughout the world (ii) patents, patent disclosures and all rights to inventions whether patentable or not (iii) trade secrets and other confidential information (including Confidential Information defined herein) (iv) trademarks, trade names, domain names, and the goodwill associated therewith (v) all other intellectual and industrial property rights of

16	

 
every kind and nature however designated, whether arising out of operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, divisions, continuations or reissues thereof now or hereafter in effect.	
﻿
	(l)		“Involuntarily Terminated Without Cause” means (i) your employment is terminated by your employer at a time when your employer is not entitled to terminate your employment for Cause or (ii) in the event the entity that employs you is a  direct or indirect a subsidiary or other Affiliate of the Company (the “Employing Entity”), any transaction in which securities representing more than 50% of the voting power of the Employing Entity becoming Beneficially Owned by any Person or Persons other than the Company or one of its subsidiaries, whether via a transfer of such securities to such Person or Persons or via merger, consolidation or otherwise.	
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	(m)		"Qualified Retirement"  means any termination of your employment with the Company Group that occurs on or after your 60th birthday, at a time when no member of the Company Group is entitled to discharge you for Cause, so long as you have served the Company Group continuously for at least the five-year period immediately preceding that termination. 	
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	(n)		“Section 16 Officer” means an officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended.  	

17

Exhibit 10.2

BEST BUY CO., INC.
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: _____,  2022
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This Long-Term Incentive Program Agreement (the “Agreement”), dated the date set forth above (the “Award Date”), is between Best Buy Co., Inc., a Minnesota corporation, (“Best Buy” or the “Company”), and the employee (“you”  or the “Participant”) of the Company (or one of its Affiliates) whose name is set forth in the Award Notification you received from the Company (the “Award Notification”).  The Award Notification is included in and made a part of this Agreement.
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	1.		Grant of Award.  In consideration of your employment with or service to a member of the Company Group, the Company hereby grants to you the award set forth in the Award Notification (the “Award”) subject to the terms and conditions of this Agreement and the Best Buy Co., Inc. 2020 Omnibus Incentive Plan (the “Plan”).  In the event of any conflict between this Agreement and the Plan, the Plan will govern.    By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.	
﻿
	2.		Options. This section applies to you if your Award includes an Option.  An “Option” is a right to purchase a number of shares of common stock of the Company (“Shares”) at the price per share of Common Stock stated in the Award Notification.	
﻿
	(a)		Term and Vesting.    The Option shall expire and no longer be exercisable on the tenth anniversary the Award Date or such earlier date as provided herein (such date, the “Expiration Date”).  Except as otherwise set forth herein, the Option may be exercised, in whole or in part, at any time prior to the Expiration Date, in accordance with the schedule stated in the Award Notification.  In no case may the Option be exercised after the Expiration Date.	
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	(b)		Method of Exercise.    The Option may be exercised by written notice to the Company (through the Plan administrator or other means specified by the Company) stating the number of Shares to be purchased.  Such notice must be accompanied by payment in full of the exercise price for all Shares to be purchased,  at the election of the Participant, by (i) cash or check, (ii) delivery of unencumbered Shares previously acquired by you having a Fair Market Value on the date of exercise that is equal to the exercise price, (iii) withholding of Shares that would otherwise be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate exercise price for the Shares for which the Option is being exercised or (iv) a cashless (broker-assisted) exercise that complies with all applicable laws. 	
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	3.		Restricted Stock Units.  This section applies to you if your Award includes Restricted Stock Units.  A “Restricted Stock Unit” is a commitment by the Company to issue a certain number of Shares to you provided you meet certain employment criteria and that the Company achieves certain financial performance levels.  A Restricted Stock Unit does not represent immediate ownership of Shares.	
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	(a)		Restrictions.  Until your Restricted Stock Units become vested as provided in the Award Notification, they are subject to the restrictions described in this Agreement and the Plan (the “Restrictions”) during the period (the “Restricted Period”) beginning on the Award Date and ending on the date of vesting.  Restricted Stock Units may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition contrary to the provisions this Agreement or the Plan, or the levy of any execution, attachment or similar process upon the Restricted Stock Units, shall be void and unenforceable against the Company.	
﻿
	(b)		Vesting.    Except as otherwise set forth herein, so long as you remained employed by a member of the Company Group, the Restricted Stock Units shall vest in accordance with the schedule stated in the Award Notification.	
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	(c)		Issuance of Shares Underlying Restricted Stock Units.  Unless otherwise determined by the Committee, the Company shall issue the Shares underlying the Restricted Stock Units within 60 days following vesting of such Restricted Stock Units.	
﻿
	4.		Performance Share Award. This section applies to you if your Award includes a Performance Share Award.  A “Performance Share Award” is a commitment by the Company to issue a certain number of Shares to you provided you meet certain employment criteria and that the Company achieves certain financial performance levels.  A Performance Share Award does not represent immediate ownership of Shares.	
﻿
	(a)		Determination of Number of Shares under Performance Share Award.  The number of Shares issuable under your Performance Share Award (the “Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification (the “TSR Target”),  as determined below.    	
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	(b)		TSR Performance Share Number.	
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	(i)		Within 120 days after the end of the Performance Period, the Committee will (A) calculate the TSR for Best Buy and for each company included in the S&P 500 Index at the time of any calculation hereunder, (B) rank each such company by TSR (lowest to highest), and (C) determine the percentile rank of Best Buy’s TSR in such ranking by dividing Best Buy’s numerical position in such TSR ranking by the total number of companies included in the list, rounding to the nearest hundredth (“Relative TSR”).  For example, if Best Buy were ranked 300 out of 500, its Relative TSR would be 60%. 	
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	(ii)		Your Performance Share Number will be equal to the percentage of the TSR Target that is listed in the column below with the heading “Number of Shares Earned” opposite the band in the column with the heading “Performance” in which Relative TSR falls.  If Relative TSR is between Threshold TSR and Target TSR or between Target TSR and Maximum TSR, your

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Performance Share Number will be equal to a percentage interpolated on a linear basis for performance between such amounts.  For example, if Best Buy's Relative TSR is 60%, then your Performance Share Number would be 125% of your TSR Target.  Your Performance Share Number will be rounded to the nearest whole number.	
﻿
Performance	Number of Shares Earned	
Relative TSR less than 30% (“Threshold TSR”)	0	
Relative TSR 30% or greater but less than 50% 	50%-99% of TSR Target	
Relative TSR 50% (“Target TSR”) or greater but less than 70%	100%-149% of TSR Target	
Relative TSR Greater than 70% (“Maximum TSR”)	150% of TSR Target	
The number of performance shares earned will be interpolated on a linear basis for performance between Threshold and Target and between Target and Maximum.	
﻿
	(c)		Certain Definitions.	
﻿
	(A)		“Beginning Price”  means, with respect to any one company, the average closing price of one share of common stock during the first fiscal quarter of the Performance Period.	
﻿
	(B)		“Ending Price”  means, with respect to any one company, the average closing price of one share of common stock during the first fiscal quarter following completion of the Performance Period.	
﻿
	(C)		 “Performance Period” means the performance period stated in the Award Notification. 	
﻿
	(D)		“TSR” means, with respect to any one company, the price appreciation of one share of common stock as measured from the Beginning Price to the Ending Price, assuming all dividends and other distributions made on such share are reinvested, expressed as a percentage.	
﻿
	(d)		Change of Control.  Notwithstanding anything in this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the Committee will determine Relative TSR using the average closing price of one share of common stock during the last completed fiscal quarter in order to determine the Ending Price,  and the Performance Share Number will be equal to the greater of (i) the number determined pursuant to Section 4(b)(ii) above and (ii) the TSR Target.	
﻿
	(e)		Performance Share Number Not Guaranteed.  If Relative TSR is less than Threshold TSR,  your Performance Share Number will be 0 and there will be no Shares issued under your Performance Share Award.  The Committee shall have sole discretion to determine Relative TSR.	
﻿
	(f)		Issuance of Shares.  Any Shares issuable to you under your Performance Share Award will be issued within 60 days after the Committee’s determination of Relative TSR; provided however, that the Company’s obligation to issue such shares is subject to Section 5 of this Agreement.	

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﻿
	5.		Effect of Termination of Employment.  Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice).  This section provides the effect on your Award of different types of termination of employment.	
﻿
	(a)		Qualified Retirement.  In the event of your Qualified Retirement:	
﻿
	(i)		Options.  If your Award includes an Option, the Option will continue to vest in accordance with the vesting schedule set forth above. You will have until the later of (A) three years from the date of your Qualified Retirement and (B) the last scheduled vesting date to exercise the entire Option; provided, however, that in no event shall the Option be exercisable after the Expiration Date.  Any portion of the Option unexercised at the end of this period will be forfeited.	
﻿
	(ii)		Restricted Stock Units.    If your Award includes Restricted Stock Units, such Restricted Stock Units will continue to vest in accordance with the vesting schedule set forth in the Award Notification, notwithstanding that you are no longer providing services to a member of the Company Group.  Once vested, the Restricted Stock Units will be settled as provided in Section 3(c) above.	
﻿

	(iii)		Performance Shares.  If your Award includes Performance Shares and in the event of your Qualified Retirement prior to the end of the Performance Period, you may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined after the end of the Performance Period), you will be entitled to a prorated Performance Share Number.  Your Performance Share Award will be determined by multiplying the Performance Share Number calculated as if you were employed by a member of the Company Group on the last day of the Performance Period by a fraction, the numerator of which is the number of days during the Performance Period you were so employed, and the denominator of which is the number of days in the Performance Period. 	
﻿

	(b)		Death or Disability.  In the event of your death or employment termination due to Disability:	
﻿

	(i)		Options. If your Award includes an Option,  any then unvested portion of the Option will vest and become exercisable as of the date of death or, in the case of Disability, as of the date of employment termination.   In the event of your death, the representative of your estate or your heirs will have until the earlier of (A) one year from the date of your death and (B) the Expiration Date of the Option, to exercise the Option.  In the event you become Disabled while employed with the Company Group and must therefore terminate your employment, you will have until the earlier of (X) one year from the date of your employment termination and (Y) the Expiration Date of the Option, to exercise the Option.	
﻿
	(ii)		Restricted Stock Units.  If your Award includes Restricted Stock Units, the Restrictions will lapse immediately and Restricted Stock Units that are unvested as of the date of death or, in the case of Disability, employment termination will become vested immediately

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(notwithstanding the vesting schedule set forth in the Award Notification).  Once vested, the Restricted Stock Units will be settled as provided in Section 3(c) above (or the earliest such later date as is required to satisfy Section 409A of the Code, as described in Section 7 below).	
﻿

	(iii)		Performance Share Award.  If your Award includes a Performance Share Award and in the event of your death or employment termination due to Disability prior to the end of the Performance Period, you or the representative of your estate or your heirs, as applicable, may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined as of the last completed fiscal quarter prior to the date of termination of employment to determine the Ending Price), you or the representative of your estate or your heirs, as applicable, will be entitled to a prorated Performance Share Number.  Your Performance Share Award will be determined by multiplying the Performance Share Number calculated as of the date of termination of employment multiplied by a fraction, the numerator of which is the number of days during the Performance Period you were employed, and the denominator of which is the number of days in the Performance Period.   	
﻿
	(c)		Involuntary Termination Without Cause.  If your employment is Involuntarily Terminated Without Cause:	
﻿
	(i)		Options.  If your Award includes an Option, you will have 60 days from the date of termination of your employment to exercise the portion of the Option vested as of your termination date, and any portion of the Option then unvested will be forfeited; provided,  however, that if your employment is Involuntarily Terminated Without Cause within 12 months following a Change of Control, any then unvested portion of the Option will vest and become exercisable during the period ending 60 days from the date of termination of your employment.  In no event, however, may the Option be exercised after its Expiration Date.	
﻿
	(ii)		Restricted Stock Units.  If your Award includes Restricted Stock Units, you will forfeit any then unvested Restricted Stock Units.	
﻿
	(iii)		Performance Share Award.  If your Award includes a Performance Share Award and your employment is Involuntarily Terminated Without Cause prior to the end of the Performance Period, you may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined after the end of the Performance Period), you will be entitled to a prorated Performance Share Number.  Your Performance Share Award is determined by multiplying the Performance Share Number calculated as if you were employed by a member of the Company Group on the last day of the Performance Period multiplied by a fraction, the numerator of which is the number of days during the Performance Period you were employed, and the denominator of which is the number of days in the Performance Period.	
﻿

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	(d)		Voluntary Termination.  If you voluntarily terminate your employment with the Company Group for any reason:	
﻿

	(i)		Options.  If your Award includes an Option, you will have 60 days from the date of termination of your employment to exercise the Option, to the extent the Option had become vested as of your termination date.  Any then unvested portion of the Option will be forfeited.  In no event, however, may the Option be exercised after its Expiration Date.	
﻿
	(ii)		Restricted Stock Units.  If your Award includes Restricted Stock Units, you will forfeit any then unvested Restricted Stock Units.	
﻿
	(iii)		Performance Share Award.   If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award.	
﻿
	(e)		Termination for Cause.  If your employment is terminated by any member of the Company Group for any reason at a time when any member of the Company Group is entitled to terminate your employment for Cause:	
﻿

	(i)		Options.  If your Award includes an Option, any then unvested portion of the Option will be forfeited, and the Option may not be exercised after termination of your employment.	
﻿
	(ii)		Restricted Stock Units.  If your Award includes Restricted Stock Units, any then unvested Restricted Stock Units will be forfeited.	
﻿

	(iii)		Performance Share Award. If your Award includes a Performance Share Award and your employment is terminated by any member of the Company Group for any reason at a time when any member of the Company Group is entitled to terminate your employment for Cause prior to the end of the Performance Period,  you will forfeit your entire Performance Share Award.	
﻿
	6.		Restrictive Covenants and Remedies.  By accepting the Award, you specifically agree to the restrictive covenants contained in this Section 6 (the “Restrictive Covenants”) and you agree that the Restrictive Covenants and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company Group. You also acknowledge the uncertainty of the law with respect to Restrictive Covenants and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.  Sections 6(b) and 6(c)  apply to you only if you are employed outside the states of California or Massachusetts.  Further, if you are an attorney, the Restrictive Covenants apply to you only to the extent they are consistent with the rules of professional conduct applicable to you (for example, Minnesota Rule of Professional Conduct 5.6).	
﻿
	(a)		Confidentiality. In consideration of the Award, you acknowledge that the Company Group operates in a competitive environment and has a substantial interest in protecting its

6

 

Confidential Information, and you agree, during your employment with the Company Group and thereafter, to maintain the confidentiality of the Company Group’s Confidential Information and to use such Confidential Information for the exclusive benefit of the Company Group.  You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.  You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. 	
﻿
	(b)		Competitive Activity.  During your employment with the Company Group and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled vesting date for your Award, you shall not compete, directly or indirectly, through an Affiliate or otherwise, in any manner or capacity (including, without limitation, through any form of ownership or as a principal, agent, partner, officer, director, employee, advisor or consultant) with the Company Group, for your benefit or for the benefit of any other Person other than the Company Group anywhere in the world.  In the event that any portion of this Section 6(b) shall be determined by an arbitrator to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonably may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such arbitrator in such action.  You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.  Ownership of less than 1% of the outstanding capital stock of any corporation listed on a national securities exchange will not constitute a breach of this Section 6(b).	
﻿
	(c)		Non-Solicitation.  During your employment and for one year following the later of (i) termination of your employment for any reason whatsoever or (ii) the last scheduled award vesting date, you shall not:	
﻿
	(a)		induce or attempt to induce any employee of the Company Group to leave the employ of Company Group, or in any way interfere adversely with the relationship between any such employee and Company Group;	
	(b)		induce or attempt to induce any employee of Company Group to work for, render services to, provide advice to, or supply Confidential Information of Company Group to any third Person;	
	(c)		employ, or otherwise pay for services rendered by, any employee of Company Group in any business enterprise with which you may be associated, connected or affiliated;	

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	(d)		induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of Company Group to cease doing business with Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and Company Group; or	
	(e)		assist, solicit, or encourage any other Person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you.  In particular, you will not, directly or indirectly, induce any employee of Company Group to carry out any such activity.	
﻿
	(d)		Intellectual Property Assignment and Disclosure.	
﻿
	(i)		Assignment. You hereby assign, agree to assign and transfer to the Company Group, for valuable consideration, the adequacy of which you acknowledge, all right, title and interest, including all “Intellectual Property Rights”, as defined in Section 8(k), in the following (referred to as “Developments”): (a) any and all works and inventions that have been or will be conceived, created, made, invented, developed, discovered or reduced to practice by you in the performance of your duties for the Company Group or that relate to the Company Group’s business or any of the products or services being offered, developed, manufactured, marketed, sold or otherwise provided by the Company Group or which may be used in relation therewith, (b)  all algorithms, ideas or information that will be or have been  conceived, originated, adapted, discovered, developed, acquired, evaluated, tested or applied by you while employed by the Company Group, (c) and all drafts, notes, concepts, suggestions, and approaches, modifications, improvements and derivative works related thereto and each element and part thereof. You acknowledge that your work and services while employed by the Company Group, including, without limitation, Developments, will be works done under the Company Group’s direction and control and specially ordered or commissioned by the Company Group.  To the extent the Developments are copyrightable subject matter, they shall constitute “works made for hire” under the United States Copyright Act. If for any reason a Development is determined not to be a work made for hire under applicable law, you hereby assign and transfer to the Company Group all of your right, title, and interest in and to the Development and Intellectual Property Rights pertaining thereto.	
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NOTICE:  The foregoing assignment of Developments and Intellectual Property Rights in this Agreement does not apply to any invention for which no Company Group equipment, supplies, facilities or trade secret information are used and which is developed entirely on your own time, unless (a) the invention relates (i) directly to the Company Group’s business, or (ii) to the Company Group’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by you for the Company Group.
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	(ii)		Disclosure. During the course of your employment and after termination thereof, you agree to promptly disclose, deliver and communicate, without additional compensation, all Developments, if the Developments or information pertaining thereto could reasonably be

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expected to prove useful or valuable to the Company Group.  Following disclosure of each Development and at the request of the Company Group and without additional consideration, you agree to promptly execute documents and take actions so that the Company can perfect its interest in and protect any Intellectual Property Rights pertaining to the Development including, but not limited to, documents necessary to obtain and maintain patent protection, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same and to defend any opposition, petitions or application for revocation of a patent, copyright or other analogous protection.  In the event the Company Group is unable, after reasonable effort, to secure your signature to perfect its Intellectual Property Rights relating to a Development, you hereby irrevocably designate and appoint the Company Group and its duly authorized officers and agents as attorney-in-fact to act for and on your behalf and execute and file any necessary documents to perfect and protect its Intellectual Property Rights with the same legal force and effect as if executed by you.	
﻿
	(e)		Partial Invalidity.  If any portion of this Section 6 is determined by an arbitrator to be unenforceable in any respect, it shall be interpreted to be valid to the maximum extent for which it reasonably may be enforced, and enforced as so interpreted, all as determined by such arbitrator in such action.  You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.	
﻿
	(f)		Remedy for Breach.  You agree that a breach of any of the Restrictive Covenants would cause material and irreparable harm to the Company Group that would be difficult or impossible to measure, and that monetary damages for any such harm would, therefore, be an inadequate remedy.  Accordingly, you agree that if you breach any Restrictive Covenant, the Company Group shall be entitled, in addition to and without limitation upon all other remedies the Company Group may have under this Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security, to restrain any such breach through arbitration. You further agree that the duration of the Restrictive Covenant shall be extended by the same amount of time that you are in breach of any Restrictive Covenant.	
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	(g)		Claw Back & Recovery.  You agree your Award, the Shares underlying your Award, as well as the value of any and all Shares no longer under your control, are subject to forfeiture and recovery pursuant to the Company’s Clawback Policy, as it may be amended from time to time (the “Clawback Policy”), available upon request, and any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. You acknowledge you have had an opportunity to review the Clawback Policy. Forfeiture and recovery under the Clawback Policy may include:	
﻿

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	(i)		the immediate forfeiture of any of the then unexercised portion of any Option included in your Award, any unvested Restricted Shares included in your Award, and any Performance Share Award included in your Award;	
﻿
	(ii)		a requirement that you immediately return to the Company any Shares issued upon exercise of any Option included in your Award, and any Shares in your Award that were previously Restricted Shares and any Shares issued under any Performance Share Award that, in each case, are still under your control; and	
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	(iii)		a requirement that you promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the exercise date of any such Option, the vesting date of any such formerly Restricted Shares, and the date of issuance of any Shares issued under any such Performance Share Award, as applicable).	
﻿
	(h)		Right of Set Off.    By accepting the Award, you agree that any member of the Company Group may, to the extent permitted by applicable law, set off any amount owed to you (including wages or other compensation, fringe benefits or vacation pay) against any amounts you owe under this Section 6.	
﻿
	7.		General Terms and Conditions.	
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	(a)		Rights as a Shareholder.	
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	(i)		Options.  You will have no rights as a shareholder with respect to any Shares issuable upon exercise of an Option, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until you have actually received such Shares following the exercise of the Option in accordance with the terms of this Agreement and the Plan.	
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	(ii)		Restricted Stock Units.  You will have no rights as a shareholder with respect to any Shares issuable under the Restricted Stock Units until you have actually received such Shares in accordance with the terms of this Agreement and the Plan. This means that you will not have the right to vote as a shareholder nor the right to receive dividend payments.  Upon issuance of Shares at vesting of the Restricted Stock Units, you will have all of the rights of a shareholder with respect to the Shares unless Shares are forfeited or recovered under this Agreement or the Plan.	
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	(iii)		Performance Share Awards.  You will have no rights as a shareholder with respect to any Shares issuable under a Performance Share Award until you have actually received such Shares in accordance with the terms of this Agreement and the Plan.	
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	(iv)		Dividend Equivalents.  If your Award includes Restricted Stock Units or a Performance Share Award, upon issuance of Shares underlying such Restricted Stock Units or Performance Share Award, as the case may be, in accordance with the terms of this

10

 

Agreement, you will be entitled to the Total Dividend Equivalent Amount with respect to such Restricted Stock Units or Performance Share Award. The Total Dividend Equivalent Amount will be converted to Shares and issued to you upon issuance of Shares underlying such Restricted Stock Units or Performance Share Award, as applicable; provided, however, that the Committee may pay you the Total Dividend Equivalent Amount in cash, as determined in its sole discretion.  Any such conversion shall be based on the closing price of one Share on the applicable dividend payment date.  In the event any such conversion results in a fraction of a Share, the number of such Shares shall be rounded up to the nearest whole number.  The Company’s obligation to issue such Shares or pay such amounts are subject to the same terms and conditions as apply to your Restricted Stock Units and any Performance Share Award.	
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	(A)		“Dividend Equivalent Amount” means the amount of any dividend paid on one Share that has a record date during the Dividend Equivalent Period multiplied by (1) in the case of Restricted Stock Units, the number of Restricted Stock Units held by you as of such record date and, (2) in the case of a Performance Share Award, the Performance Share Number.	
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	(B)		“Dividend Equivalent Period” means the period beginning on the grant date and ending on the date of issuance of any Shares underlying Restricted Stock Units or a Performance Share Award, as applicable.	
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	(C)		“Total Dividend Equivalent Amount” means the sum of all Dividend Equivalent Amounts with respect the Restricted Stock Units or the Performance Share Award granted under this Agreement, as applicable.	
﻿
	(b)		Transferability. 	
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	(i)		Options.  Options may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Plan, or the levy of any execution, attachment or similar process upon the Option, shall be void and unenforceable against the Company.	
﻿
	(ii)		Restricted Stock Units.  Restricted Stock Units are subject to the restrictions set forth in Section 3(a) of this Agreement.	
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	(iii)		Performance Share Awards.  Performance Share Awards may not be assigned, transferred (other than by will or the laws of descent and distribution), pledged or hypothecated (whether by operation of law or otherwise) or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Performance Share

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Award contrary to the provisions of this Agreement or the Plan, or the levy of any execution, attachment or similar process upon a Performance Share Award, shall be void and unenforceable against the Company.	
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	(c)		No Right to Continued Employment.  This Agreement does not guarantee your continued employment nor alter the right of any member of the Company Group to terminate your employment at any time.	
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	(d)		Participant’s Acknowledgements. 	
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	(i)		Committee’s Sole Discretion.  The Committee has sole discretion to make decisions regarding your Award, and to interpret all terms of this Agreement, with the exception of the application of the Company’s Arbitration Policy.  You agree that all decisions regarding,  and interpretations of, this Agreement by the Committee are binding, conclusive, final and non-appealable.	
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	(ii)		Taxes.  You are liable for any for any federal, state and other taxes incurred upon the lapse of a substantial risk of forfeiture (e.g., employment taxes) or upon delivery of Shares underlying the Restricted Stock Units (e.g., income taxes), and any subsequent disposition of any Shares (e.g., capital gain taxes). 	
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	(A)		Options.  Any Options included in your Award are Non-Qualified Stock Options not eligible for treatment as qualified or incentive stock options for federal income tax purposes.  Prior to exercising any Option, you will pay or make adequate arrangements satisfactory to the Company to satisfy all applicable taxes.  In that regard, you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its	
obligations to withhold taxes by withholding Shares to be issued at exercise of the
Option having a Fair Market Value equal to the statutory minimum withholding
obligation, and (ii) prior to any such exercise, you may elect, in a manner and on such forms as provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation.
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	(B)		Restricted Stock Units.  Upon issuance of any Shares underlying your Restricted Stock Units,  you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation, and (ii) prior to the time such withholding is due, you may elect, in a manner and on such forms as

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provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation.	
﻿
	(C)		Performance Share Award.  Upon issuance of any Shares of your Performance Share Award,  you authorize the Company, or its agents, to satisfy its obligations to withhold taxes by withholding Shares having a Fair Market Value equal to the statutory minimum withholding obligation.  If you are a Section 16 Officer of the Company, (i) the Company, or its agents, will satisfy its obligations to withhold taxes by withholding Shares to be issued at exercise of the Option having a Fair Market Value equal to the statutory minimum withholding obligation, and (ii) prior to the time such withholding is due, you may elect, in a manner and on such forms as provided by the plan administrator, to have additional Shares withheld in excess of the statutory minimum up to the maximum amount of your total tax obligation.	
﻿

	(D)		Section 409A.  Anything herein to the contrary notwithstanding, this Agreement shall be interpreted so as to comply with or satisfy an exemption from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”). The Committee may in good faith make the minimum modifications to this Agreement as it may deem appropriate to comply with Section 409A while to the maximum extent reasonably possible maintaining the original intent and economic benefit to you and the Company Group of the applicable provision.	
﻿

	(1)		To the extent required by Section 409A(a)(2)(B)(i), to the extent that you are a specified employee, Shares (or cash equivalent value of Shares) underlying Restricted Stock Units and Performance Share Awards that become payable to you upon your separation from service will be delayed and paid promptly after the earlier of the date that is six (6) months after the date of such separation from service or the date of your death after such separation from service. For purposes hereof, (x) any reference to your termination of employment under this Agreement shall mean your separation from service, (y) the occurrence of your “separation from service” will be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(h) and (z) whether you are a “specified employee” will be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i) with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation). Notwithstanding anything in this Agreement to the contrary, your employment shall not be deemed to have been terminated unless and until you have incurred a “separation from service” within the meaning of Section 409A.	
﻿
	(2)		For purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii), your right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each

13

 

installment payment under this Agreement shall at all times be considered a separate and distinct payment.	
﻿

	(iii)		Consultation With Professional Tax Advisors.  You acknowledge that the grant, exercise, vesting or any payment with respect to the Award, and the sale or other taxable disposition of the Shares acquired as a result of the Award may have tax consequences under federal, state, local or international tax laws.  You further acknowledge that you are relying solely on your own professional tax and investment advisors with respect to any and all such matters (and are not relying, in any manner, on the Company or any of its employees or representatives).  You understand and agree that any and all tax consequences resulting from the Award and its grant, exercise, vesting or any payment with respect thereto, and the sale or other taxable disposition of the Shares acquired pursuant to the Plan, are solely your responsibility without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse you for such taxes.	
﻿
	(e)		Severability.  In the event that any provision in the Plan or this Agreement is held to be invalid, illegal or unenforceable or would disqualify the Plan or this Agreement under any law, the invalid, illegal or unenforceable provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or this Agreement, such provision shall be stricken as to the applicable jurisdiction or Shares, and the remainder of the Plan or this Agreement shall remain in full force and effect.	
﻿
	(f)		Governing Law and Dispute Resolution. Any disputes under this Agreement or the Plan must be resolved by arbitration subject to the Company’s Arbitration Policy.  The substantive laws of Minnesota, without regard to the conflict of law provisions, shall apply to all questions concerning this Agreement to the extent not prohibited by the applicable law of the State in which you primarily work and reside; however, the Arbitration Policy, its enforceability, and its implementation are governed by the Federal Arbitration Act.	
﻿
	8.		Definitions.  Capitalized terms used but not defined in this Agreement are defined in the Plan or, if not defined therein, will have the following meanings:	
﻿
	(a)		"Beneficial Owner" will have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor provision.	
﻿
	(b)		“Board”  means the Board of Directors of Best Buy Co., Inc.	
﻿
	(c)		“Cause” for termination of your employment with the Company Group shall, solely for purposes of this Agreement, is deemed to exist if you:	
﻿
	(i)		are charged with, convicted of or enter a plea of guilty or nolo contendere to: (a) a felony, (b) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (c) any crime involving the business of the Company Group;	

14

 
﻿
	(ii)		in the performance of your duties for the Company Group or otherwise to the detriment of the Company Group, engage in: (a) dishonesty that is harmful to the Company Group, monetarily or otherwise, (b) willful or gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation, (f) embezzlement, or (g) theft;	
﻿
	(iii)		disobey the directions of the Board, or any individual or individuals the Board authorizes to act on its or their behalf, acting within the scope of its or their authority;	
﻿
	(iv)		fail to comply with the policies or practices of the Company Group;	
﻿
	(v)		fail to devote substantially all of your business time and effort to the Company Group;	
﻿
	(vi)		are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other Person;	
﻿
	(vii)		are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its or their behalf, to have engaged in a pattern of poor performance;	
﻿
	(viii)		are determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its or their behalf, to have willfully engaged in conduct that is harmful to the Company Group, monetarily or otherwise;	
﻿
	(ix)		breach any provision of this Agreement or any other agreement between you and any member of the Company Group; or	
﻿
	(x)		engage in any activity intended to benefit any entity at the expense of the Company Group or intended to benefit any competitor of the Company Group.	
﻿
All determinations and other decisions relating to Cause (as defined above) for termination of your employment shall be within the sole discretion of the Board or any individual or individuals the Board authorizes to act on its behalf; and shall be final, conclusive and binding upon you.  In the event that there exists Cause (as defined above) for termination of your employment, the Company may terminate this Agreement immediately, upon written notification of such termination for Cause, given to you by the Board or any individual or individuals the Board authorizes to act on its behalf.  The use of this definition solely for purposes of this Agreement does not change your at will employment status. 
﻿
	(d)		“Change of Control” means:	
﻿
	(i)		the consummation of any transaction in which any Person or Group, other than a member or members of the  Company Group or any trustee or other fiduciary holding securities under an employee benefit plan or plans of a member of the Company Group,  becomes the

15

 

Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the voting power of the Company's securities other than any such transaction in which the security holders of the Company immediately prior to such transaction Beneficially Own, immediately following such transaction, securities representing 50% or more of the voting power of the Company’s securities in substantially the same proportions as their ownership immediately prior to such transaction;	
﻿
	(ii)		individuals who at the Award Date constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least 2/3 of the directors then still in office who either were directors at the Award Date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority thereof;	
﻿
	(iii)		there is consummated a merger or consolidation of the Company with any other entity, other than (a) a merger or consolidation in which the Beneficial Owners of securities of the Company outstanding immediately prior thereto representing 50% or more of the voting power of the Company’s securities Beneficially Own, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of a member of the Company Group (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or parent thereof outstanding immediately after such merger or consolidation in substantially the same proportions as their Beneficial Ownership immediately prior to such transaction, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities;	
﻿
	(iv)		the consummation of any transaction or series of related transactions in which all or substantially all the Company's assets are sold or otherwise transferred, other than any sale or transfer to a Person or Group, at least 50% of the combined voting power of the voting securities of which are Beneficially Owned by shareholders of the Company in substantially the same proportions as such shareholders’ Beneficial Ownership of voting securities of the Company; or	
﻿
	(v)		approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.	
﻿
The Board shall determine in its sole discretion that a Change of Control of the Company has occurred.
﻿

16

 

	(e)		“Company Group”  means, collectively, Best Buy Co., Inc. and its subsidiaries.	
﻿
	(f)		“Committee”  means the Compensation and Human Resources Committee of the Board of Directors of Best Buy Co., Inc.	
﻿
	(g)		“Confidential Information” means all “Confidential Information” as that term is defined in Best Buy’s Confidentiality Policy, and includes, without limitation, any and all information in whatever form, whether written, electronically stored, orally transmitted or memorized relating to trade secrets, customer lists, records and other information regarding customers, price lists and pricing policies, financial information, records, ledgers and information, purchase orders, agreements and related data, business development and strategic plans, products and technologies, product tests, manufacturing costs, product or service pricing, sales and marketing plans, research and development plans, personnel and employment records, files, data and policies (regardless of whether the information pertains to you or other employees of the Company Group), tax information, business and sales methods and operations, business correspondence, memoranda and other records, inventions, improvements and discoveries, processes and methods, business operations and related data formulae, computer records and related data, know-how, research and development, trademark, technology, technical information, copyrighted material, and any other confidential or proprietary data and information which you encounter during employment, all of which are held, possessed and/or owned by the Company Group and all of which are used in the operations and business of the Company Group.  Confidential Information does not include information which is or becomes generally known within the Company Group’s industry through no act or omission by you. Confidential Information also does not include information about unlawful or potentially unlawful acts in the workplace.	
﻿

	(h)		“Disability” means your disability that has caused you to either (i) have qualified for long term disability payments under the Company's long term disability plan; or (ii) to have been unable to perform the essential functions of your position (with or without reasonable accommodation) with any Company Group member for at least 6 consecutive months.	
﻿
	(i)		“GAAP” means generally accepted accounting principles in the United States.	
﻿

	(j)		“Group” shall have the meaning as such term has under Section 13d-3 of the Securities Exchange Act of 1934, as amended, or any successor provision.	
﻿

	(k)		“Intellectual Property Rights” means any and all (i) copyrights and other rights associated with works of authorship throughout the world (ii) patents, patent disclosures and all rights to inventions whether patentable or not (iii) trade secrets and other confidential information (including Confidential Information defined herein) (iv) trademarks, trade names, domain names, and the goodwill associated therewith (v) all other intellectual and industrial property rights of every kind and nature however designated, whether arising out of operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, divisions, continuations or reissues thereof now or hereafter in effect.	

17

 
﻿
	(l)		“Involuntarily Terminated Without Cause” means (i) your employment is terminated by your employer at a time when your employer is not entitled to terminate your employment for Cause or (ii) in the event the entity that employs you is a  direct or indirect a subsidiary or other Affiliate of the Company (the “Employing Entity”), any transaction in which securities representing more than 50% of the voting power of the Employing Entity becoming Beneficially Owned by any Person or Persons other than the Company or one of its subsidiaries, whether via a transfer of such securities to such Person or Persons or via merger, consolidation or otherwise.	
﻿

	(m)		"Qualified Retirement"  means any termination of your employment with the Company Group that occurs on or after your 60th birthday, at a time when no member of the Company Group is entitled to discharge you for Cause, so long as you have served the Company Group continuously for at least the five-year period immediately preceding that termination. 	
﻿

	(n)		“Section 16 Officer” means an officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended.	
﻿

18

 
Exhibit 31.1
 
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
﻿
I, Corie Barry, certify that:

	1.		I have reviewed this Quarterly Report on Form 10-Q of Best Buy Co., Inc.;	
	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
	5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):	
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
﻿	 	
Date: June 2, 2022	/s/ CORIE BARRY	
﻿	Corie Barry	
﻿	Chief Executive Officer	
﻿

 
Exhibit 31.2
 
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
﻿
I, Matthew Bilunas, certify that:

	1.		I have reviewed this Quarterly Report on Form 10-Q of Best Buy Co., Inc.;	
	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
	5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):	
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
﻿	 	
Date: June 2, 2022	/s/ MATTHEW BILUNAS	
﻿	Matthew Bilunas	
﻿	Chief Financial Officer	
﻿

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
﻿
Pursuant to 18 U.S.C. §1350 (adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Executive Officer of Best Buy Co., Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 30, 2022 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
﻿
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
﻿
﻿	 	 	
﻿	
﻿	 	 	
Date:	June 2, 2022	/s/ CORIE BARRY	
 	 	Corie Barry	
 	 	Chief Executive Officer	
﻿

Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to 18 U.S.C. §1350 (adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Financial Officer of Best Buy Co., Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 30, 2022 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
﻿
﻿	 	 	
﻿	
﻿	 	 	
Date:	June 2, 2022	/s/ MATTHEW BILUNAS	
 	 	Matthew Bilunas	
 	 	Chief Financial Officer	
﻿