BEST BUY CO INC 10-Q

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 Ite m 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. Unregister ed 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 Table of Contents Ite m 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 Table of Contents SIGN ATURES 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