BEST BUY CO INC 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures 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. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. Our Disclosure Committee meets on a 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), as of January 28, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 28, 2023, our disclosure controls and procedures were effective. 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. Attestation Report of the Independent Registered Public Accounting Firm The attestation report of Deloitte & Touche LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in internal control over financial reporting during the fiscal fourth quarter ended January 28, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. 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. Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. 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 2023 Regular Meeting of Shareholders (the “2023 Proxy Statement”), which is expected to be filed with the SEC on or before May 26, 2023. Code of Ethics 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 https://investors.bestbuy.com. A copy of our Code of Ethics may also be obtained, free of charge, upon written request to Best Buy Co., Inc. Investor Relations Department at 7601 Penn Avenue South, Richfield, MN 55423-3645. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information within two business days of any such amendment or waiver on our website at https://investors.bestbuy.com. Item 11. Executive Compensation. The information required by this Item is incorporated by reference to the applicable information in the 2023 Proxy Statement. 64 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is incorporated by reference to the applicable information in the 2023 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated by reference to the applicable information in the 2023 Proxy Statement. Item 14. Principal Accountant Fees and Services. 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 2023 Proxy Statement. PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this report: 1. Financial Statements: All financial statements as set forth under Item 8 of this report. 2. Supplementary Financial Statement Schedules: Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto. ‎ 65 3. Exhibits: Incorporated by Reference Filed Exhibit No. Exhibit Description Form Exhibit Filing Date Herewith 3.1 Amended and Restated Articles of Incorporation 8-K 3.1 6/12/2020 3.2 Amended and Restated By-Laws 8-K 3.1 6/14/2018 4.1 Form of Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee S-3ASR 4.1 3/8/2011 4.2 Third Supplemental Indenture, dated as of September 27, 2018, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor 8-K 4.1 9/27/2018 4.3 Form of 4.450% Notes due 2028 (included in Exhibit 4.2) 4.4 Fourth Supplemental Indenture, dated as of October 1, 2020, to the Indenture, dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee 8-K 4.1 10/1/2020 4.5 Form of 1.950% Notes due 2030 (included in Exhibit 4.4) 10.1 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 8-K 10.1 5/20/2021 *10.2 Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended S-8 99 7/15/2011 *10.3 2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors 10-K 10.7 4/28/2010 *10.4 Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. Schulze 8-K 99.2 3/25/2013 *10.5 Form of Best Buy Co., Inc. Long-Term Incentive Program Award 10-K 10.19 3/28/2014 *10.6 Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement 10-K 10.20 3/28/2014 *10.7 Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement (2014) 10-Q 10.1 12/5/2014 *10.8 Best Buy Co., Inc. 2014 Omnibus Incentive Plan S-8 99 6/17/2014 *10.9 Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement (2014) 10-Q 10.1 9/10/2014 *10.10 Best Buy Sixth Amended and Restated Deferred Compensation Plan 10-K 10.19 3/31/2015 *10.11 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2015) 10-Q 10.1 9/4/2015 *10.12 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2016) 10-Q 10.1 6/9/2016 *10.13 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2016) 10-Q 10.2 6/9/2016 *10.14 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted Shares 10-Q 10.1 6/5/2017 *10.15 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted Stock Units 10-Q 10.2 6/5/2017 *10.16 Best Buy Co., Inc. Amended & Restated 2014 Omnibus Incentive Plan S-8 99 6/21/2017 *10.17 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for U.S. Directors (2017) 10-Q 10.2 9/5/2017 *10.18 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Restricted Shares 10-Q 10.1 6/8/2018 *10.19 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Restricted Stock Units 10-Q 10.2 6/8/2018 *10.20 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Directors 10-Q 10.1 9/10/2018 *10.21 Employment Agreement, dated April 13, 2019, between Corie Barry and Best Buy Co., Inc. 8-K 10.2 4/15/2019 *10.22 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Shares 10-Q 10.1 6/7/2019 *10.23 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Stock Units 10-Q 10.2 6/7/2019 *10.24 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Directors 10-Q 10.1 9/6/2019 *10.25 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Shares 10-Q 10.2 5/27/2020 *10.26 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Stock Units 10-Q 10.3 5/27/2020 *10.27 Best Buy Co., Inc. 2020 Omnibus Incentive Plan 10-K 10.32 3/19/2021 *10.28 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Directors 10-Q 10.2 8/31/2020 *10.29 Best Buy Severance Plan and Summary Plan Description (January 31, 2021) 10-K 10.34 3/19/2021 *10.30 Form of Employment Separation and General Release Agreement 10-Q 10.2 6/4/2021 *10.31 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted Shares 10-K 10.32 3/18/2022 *10.32 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted Stock Units 10-K 10.33 3/18/2022 *10.33 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Directors 10-Q 10.2 8/31/2021 *10.34 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Shares 10-Q 10.1 6/2/2022 *10.35 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Stock Units 10-Q 10.2 6/2/2022 *10.36 Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Directors 10-Q 10.1 9/8/2022 21.1 Subsidiaries of the Registrant X 23.1 Consent of Deloitte & Touche LLP X 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 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 X 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 X 101 The following financial information from our Annual Report on Form 10-K for fiscal 2023, filed with the SEC on March 17, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the consolidated balance sheets at January 28, 2023, and January 29, 2022, (ii) the consolidated statements of earnings for the years ended January 28, 2023, January 29, 2022, and January 30, 2021, (iii) the consolidated statements of comprehensive income for the years ended January 28, 2023, January 29, 2022, and January 30, 2021, (iv) the consolidated statements of cash flows for the years ended January 28, 2023, January 29, 2022, and January 30, 2021, (v) the consolidated statements of changes in shareholders' equity for the years ended January 28, 2023, January 29, 2022, and January 30, 2021, and (vi) the Notes to Consolidated Financial Statements. 104 The cover page from our Annual Report on Form 10-K for fiscal 2023, filed with the SEC on March 17, 2023, formatted in iXBRL (included as Exhibit 101). * Management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of Form 10-K. 66 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 Annual Report on Form 10-K 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. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16. Form 10-K Summary. None. ‎ 67 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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) By: /s/ Corie Barry Corie Barry Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Corie Barry Chief Executive Officer March 17, 2023 Corie Barry (principal executive officer) /s/ Matthew Bilunas Chief Financial Officer March 17, 2023 Matthew Bilunas (principal financial officer) /s/ Mathew R. Watson Senior Vice President, Controller and Chief Accounting Officer March 17, 2023 Mathew R. Watson (principal accounting officer) /s/ J. Patrick Doyle Chairman March 17, 2023 J. Patrick Doyle /s/ Lisa M. Caputo Director March 17, 2023 Lisa M. Caputo /s/ David W. Kenny Director March 17, 2023 David W. Kenny /s/ Mario J. Marte Director March 17, 2023 Mario J. Marte /s/ Karen A. Mcloughlin Director March 17, 2023 Karen A. Mcloughlin /s/ Thomas L. Millner Director March 17, 2023 Thomas L. Millner /s/ Claudia F. Munce Director March 17, 2023 Claudia F. Munce /s/ Richelle P. Parham Director March 17, 2023 Richelle P. Parham /s/ Steven E. Rendle Director March 17, 2023 Steven E. Rendle /s/ Eugene A. Woods Director March 17, 2023 Eugene A. Woods 68