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Item 9A. Controls and Procedures

2022-03-18 compared with 2021-03-19 · 30 added, 43 removed, 139 unchanged (34% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us 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.

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.

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Management's Report on Internal Control Over Financial Reporting

Management's report on our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.

Management’s report on our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.

Attestation Report of the Independent Registered Public Accounting Firm

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There was no information required to be disclosed in a Current Report on Form 8-K during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that was not reported.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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

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

Code of Ethics

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

Our Code of Business Ethics is available on our website at www.investors.bestbuy.com .

A copy of our Code of Business Ethics may also be obtained, without charge, upon written request to Best Buy Co., Inc.

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

Our Code of Ethics is available on our website at www.investors.bestbuy.com .

A copy of our Code of Ethics may also be obtained, without charge, upon written request to Best Buy Co., Inc.

Investor Relations Department at 7601 Penn Avenue South, Richfield, MN 55423-3645.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Business Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information within two business days of any such amendment or waiver on our website at www.investors.bestbuy.com .

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information within two business days of any such amendment or waiver on our website at www.investors.bestbuy.com .

Executive Compensation.

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

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

Plan Category

Securities to Be Issued Upon Exercise of Outstanding Options and Rights (1)

Weighted Average Exercise Price per Share of Outstanding Options and Rights (2)

Securities Available for Future Issuance Under Equity Compensation Plans (3)

Equity compensation plans approved by security holders

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

Omnibus 2020 Incentive Plan.

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

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

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

Security Ownership of Certain Beneficial Owners and Management

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

Certain Relationships and Related Transactions, and Director Independence.

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

Principal Accountant Fees and Services.

Exhibits, Financial Statement Schedules.

The information required by this Item related to our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ) is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part of this report:

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Exhibit Description

Underwriting Agreement, dated as of September 29, 2020

Implementation Agreement, dated April 29, 2013, by and among Best Buy Co., Inc.

, Best Buy UK Holdings LP, Best Buy Distributions Limited, New BBED Limited and Carphone Warehouse Group, plc

Amended and Restated Articles of Incorporation

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Bank National Association, as successor trustee

Form of First Supplemental Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc.

Bank National Association, as successor trustee

Second Supplement Indenture, dated as of July 16, 2013, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc.

Bank National Association, as successor trustee

Third Supplemental Indenture, dated as of September 27, 2018, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc.

Bank National Association, as successor

Form of 4.450% Notes due 2028 (included in Exhibit 4.2)

Fourth Supplemental Indenture, dated as of October 1, 2020, to the Indenture, dated as of March 11, 2011, between Best Buy Co., Inc.

Bank National Association, as successor trustee

Five-Year Credit Agreement dated as of April 17, 2018, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative agent

Form of 1.950% Notes due 2030 (included in Exhibit 4.4)

Five-Year Credit Agreement dated as of May 18, 2021, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and JPMorgan Chase Bank, N.A., as administrative agent

Best Buy Co., Inc.

1 unchanged sentence

2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors

Form of Long-Term Incentive Program Buy-Out Award Agreement dated September 4, 2012, between Hubert Joly and Best Buy Co., Inc.

Employment Agreement, dated August 19, 2012, between Hubert Joly and Best Buy Co., Inc.

Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc.

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Long-Term Incentive Program Award Agreement (2018) – Directors

Employment Agreement, dated April 13, 2019, between Hubert Joly and Best Buy Co., Inc.

Employment Agreement, dated April 13, 2019, between Corie Barry and Best Buy Co., Inc.

5 unchanged sentences

Long-Term Incentive Program Award Agreement (2019) – Directors

Best Buy Co., Inc.

Long-Term Incentive Program Award Agreement dated June 11, 2019, between R.

Mike Mohan and Best Buy Co., Inc.

Letter Agreement, dated March 10, 2020, between Hubert Joly and Best Buy Co., Inc.

Form of Best Buy Co., Inc.

7 unchanged sentences

Best Buy Severance Plan and Summary Plan Description (January 31, 2021)

Form of Employment Separation and General Release Agreement

Employment Separation and Release Agreement between R.

Michael Mohan and Best Buy Co., Inc.

Form of Best Buy Co., Inc.

Long-Term Incentive Program Award Agreement (2021) – Restricted Shares

Form of Best Buy Co., Inc.

Long-Term Incentive Program Award Agreement (2021) – Restricted Stock Units

Form of Best Buy Co., Inc.

Long-Term Incentive Program Award Agreement (2021) – Directors

Subsidiaries of the Registrant

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The following financial information from our Annual Report on Form 10-K for fiscal 2022, filed with the SEC on March 18, 2022, formatted in In l ine Extensible Business Reporting Language (iXBRL):

(i) the consolidated balance sheets at January 30, 2021, and February 1, 2020, (ii) the consolidated statements of earnings for the years ended January 30, 2021, February 1, 2020, and February 2, 2019, (iii) the consolidated statements of comprehensive income for the years ended January 30, 2021, February 1, 2020, and February 2, 2019, (iv) the consolidated statements of cash flows for the years ended January 30, 2021, February 1, 2020, and February 2, 2019, (v) the consolidated statements of changes in shareholders'

equity for the years ended January 30, 2021, February 1, 2020, and February 2, 2019, and (vi) the Notes to Consolidated Financial Statements.

(i) the consolidated balance sheets at January 29, 2022, and January 30, 2021, (ii) the consolidated statements of earnings for the years ended January 29, 2022, January 30, 2021, and February 1, 2020, (iii) the consolidated statements of comprehensive income for the years ended January 29, 2022, January 30, 2021, and February 1, 2020, (iv) the consolidated statements of cash flows for the years ended January 29, 2022, January 30, 2021, and February 1, 2020, (v) the consolidated statements of changes in shareholders'

equity for the years ended January 29, 2022, January 30, 2021, and February 1, 2020, and (vi) the Notes to Consolidated Financial Statements.

The cover page from our Annual Report on Form 10-K for fiscal 2022, filed with the SEC on March 18, 2022, formatted in iXBRL (included as Exhibit 101).

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/s/ Mathew R.

Senior Vice President, Controller and Chief Accounting Officer

Senior Vice President, Finance - Controller and Chief Accounting Officer

March 18, 2022

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures