Best Buy Co Inc 10-Q for FY2027 Q1
Best Buy Co Inc (BBY)
10-Q
2026-06-05
For: 2026-05-02
View Original
Added on
June 05, 2026
About this 10-Q
Best Buy Co Inc filed this 10-Q on June 5, 2026, covering the quarter ended May 2, 2026 (FY2027 Q1).
Headline figures
Quarter ended May 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.94B
- up 1.9% from $8.77B a year earlier
- Net income
- $276M
- up 36.6% from net income of $202M a year earlier
- Diluted EPS
- $1.31
- up 37.9% from $0.95 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended May 2, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-9595
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(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:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
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 x No o
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 x No o
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.
| x | Accelerated Filer | o | Non-accelerated Filer | o | |||||||||||||||||||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had 210,767,126 shares of common stock outstanding as of June 3, 2026.
BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED MAY 2, 2026
TABLE OF CONTENTS
WEBSITE AND SOCIAL MEDIA DISCLOSURE
We disclose information to the public concerning Best Buy, Best Buy’s products, content and services and other items through our websites in order to achieve broad, non-exclusionary distribution of information to the public. Some of the information distributed through this channel may be considered material information. Investors and others are encouraged to review the information we make public in the locations below.* This list may be updated from time to time.
•For information concerning Best Buy and its products, content and services, please visit: https://bestbuy.com.
•For information provided to the investment community, including news releases, events and presentations, and filings with the SEC, please visit: https://investors.bestbuy.com.
•For the latest information from Best Buy, including press releases, please visit: https://corporate.bestbuy.com/archive/.
* These corporate websites, and the contents thereof, are not incorporated by reference into this Quarterly Report on Form 10-Q nor deemed filed with the SEC.
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
$ in millions, except per share amounts (unaudited)
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Receivables, net | |||||||||||||||||
| Merchandise inventories | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property and equipment, net | |||||||||||||||||
| Operating lease assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities and equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable | $ | $ | $ | ||||||||||||||
| Unredeemed gift card liabilities | |||||||||||||||||
| Deferred revenue | |||||||||||||||||
| Accrued compensation and related expenses | |||||||||||||||||
| Accrued liabilities | |||||||||||||||||
| Current portion of operating lease liabilities | |||||||||||||||||
| Current portion of long-term debt | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term operating lease liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Long-term liabilities | |||||||||||||||||
| Contingencies (Note 10) | |||||||||||||||||
| Equity | |||||||||||||||||
| Best Buy Co., Inc. Shareholders' Equity | |||||||||||||||||
Preferred stock, $ | |||||||||||||||||
Common stock, $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive income | |||||||||||||||||
| Total equity | |||||||||||||||||
| Total liabilities and equity | $ | $ | $ | ||||||||||||||
NOTE: The Consolidated Balance Sheet as of January 31, 2026, has been condensed from the audited consolidated financial statements.
See Notes to Condensed Consolidated Financial Statements.
3
Condensed Consolidated Statements of Earnings
$ and shares in millions, except per share amounts (unaudited)
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Revenue | $ | $ | |||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring charges | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Investment income and other | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Earnings before income tax expense and equity in loss of affiliates | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Equity in loss of affiliates | ( | ||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
Condensed Consolidated Statements of Comprehensive Income
$ in millions (unaudited)
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | |||||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
Condensed Consolidated Statements of Cash Flows
$ in millions (unaudited)
| Three Months Ended | |||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||
| Operating activities | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to total cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Restructuring charges | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | |||||||||||
| Merchandise inventories | ( | ( | |||||||||
| Other assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Income taxes | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Total cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Total cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Repurchase of common stock | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Total cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
6
Condensed Consolidated Statements of Changes in Shareholders' Equity
$ and shares in millions, except per share amounts (unaudited)
| Common Shares | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total | ||||||||||||||||||||||||||||||
| Balances at January 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net earnings, three months ended May 2, 2026 | - | - | - | - | |||||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | - | ||||||||||||||||||||||||||||||||
Common stock dividends, $ | - | - | ( | - | ( | ||||||||||||||||||||||||||||||
| Balances at May 2, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Balances at February 1, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net earnings, three months ended May 3, 2025 | - | - | - | - | |||||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | - | ||||||||||||||||||||||||||||||||
Common stock dividends, $ | - | - | ( | - | ( | ||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | - | ( | ( | - | ( | |||||||||||||||||||||||||||||
| Balances at May 3, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
7
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
Unless the context otherwise requires, the terms “Best Buy,” “we,” “us,” “our” and the “company” in these Notes to Condensed Consolidated Financial Statements refer to Best Buy Co., Inc. and, as applicable, its consolidated subsidiaries.
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.
A large proportion of our revenue and earnings is generated 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 31, 2026. The first three months of fiscal 2027 and fiscal 2026 each included 13 weeks. Unless otherwise noted, references to years in these notes to condensed consolidated financial statements relate to fiscal years, not calendar years.
In preparing the accompanying condensed consolidated financial statements, we evaluated the period from May 2, 2026, through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified.
Unadopted Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of the ASU and expect to include updated expense disclosures in our fiscal 2028 Form 10-K.
Supply Chain Financing
We have a supply chain financing program with an independent financial institution, whereby some of our suppliers have the opportunity to receive accounts payable settlements early, at a discount, facilitated by the financial institution. Our liability associated with the funded participation in the program, which is primarily included in Accounts payable on our Condensed Consolidated Balance Sheets, was $861 million, $600 million and $569 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.
Total Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the totals shown on our Condensed Consolidated Statements of Cash Flows as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash included in Other current assets | |||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||||||||
Amounts included in restricted cash are primarily restricted to cover product protection plans provided under our membership offerings and self-insurance liabilities.
8
2. Restructuring
Restructuring charges were as follows ($ in millions):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Fiscal 2026 Labor and Store Optimization Initiative | $ | ( | $ | ||||||||||||||||||||
| Best Buy Health Optimization and China Sourcing Initiative | ( | ||||||||||||||||||||||
| Fiscal 2024 Restructuring Initiative | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ||||||||||||||||||||
Fiscal 2026 Labor and Store Optimization Initiative
In the second quarter of fiscal 2026, we commenced a restructuring initiative intended to align field resources with changing customer behaviors, close select non-traditional store locations and redirect corporate resources for better alignment with our strategy. We currently do not expect to incur material future restructuring charges related to this initiative.
All charges incurred related to this initiative were from continuing operations and presented within Restructuring charges on our Condensed Consolidated Statements of Earnings. The composition of restructuring charges incurred related to this initiative were as follows ($ in millions):
| Three Months Ended May 2, 2026 | Cumulative Amount as of May 2, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | Domestic | International | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Termination benefits | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Asset impairments and other costs(1) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)Cumulative amount as of May 2, 2026 primarily represents asset impairments related to planned store closures, an impairment related to an indefinite-lived tradename and other exit costs. The remaining carrying value of net assets approximates fair value and was immaterial as of May 2, 2026.
Restructuring accrual activity related to this initiative was as follows ($ in millions):
| Termination Benefits | |||||||||||||||||
| Domestic | International | Total | |||||||||||||||
| Balances at January 31, 2026 | $ | $ | $ | ||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||
Adjustments(1) | ( | ( | |||||||||||||||
| Balances at May 2, 2026 | $ | $ | $ | ||||||||||||||
(1)Represents adjustments primarily related to higher-than-expected employee retention from previously planned organizational changes.
Our restructuring accrual liabilities primarily related to termination benefits of $29 million as of May 2, 2026, reflect expected future cash payments primarily during fiscal 2027 and fiscal 2028.
Best Buy Health Optimization and China Sourcing Initiative
In the first quarter of fiscal 2026, we commenced a restructuring initiative primarily focused on optimizing our Best Buy Health business by taking actions to maximize value and improve profitability in light of its performance against our original forecasting. These actions included the exit of a component of our Best Buy Health business that was finalized during the second quarter of fiscal 2026. In addition, we also made significant changes to reduce our exposure to tariffs, particularly in China. We currently do not expect to incur material future restructuring charges related to this initiative and no material liability remains as of May 2, 2026.
9
Fiscal 2024 Restructuring Initiative
During the fourth quarter of fiscal 2024, we commenced an enterprise-wide restructuring initiative intended to align field labor resources with where customers want to shop and to optimize the customer experience, redirect corporate resources for better alignment with our strategy and right-size resources to better align with our revenue outlook for fiscal 2025. There were no expenses incurred related to this initiative in the first quarter of fiscal 2027, and we do not expect to incur material future restructuring charges related to this initiative.
The only remaining restructuring accrual related to this initiative relates to our Domestic segment and was as follows ($ in millions):
| Termination Benefits | |||||||||||||||||
| Balance at January 31, 2026 | $ | ||||||||||||||||
| Cash payments | ( | ||||||||||||||||
| Balance at May 2, 2026 | $ | ||||||||||||||||
Our restructuring accrual liability related to termination benefits of $30 million as of May 2, 2026, reflects expected future cash payments primarily during fiscal 2028.
3. Goodwill
Goodwill balances by segment were as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Cumulative Impairment | Gross Carrying Amount | Cumulative Impairment (1) | Gross Carrying Amount | Cumulative Impairment | ||||||||||||||||||||||||||||||
| Domestic | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| International | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
(1)In the third quarter of fiscal 2026, we recorded a goodwill impairment of $118 million within the Domestic segment for the Best Buy Health reporting unit.
4. Fair Value Measurements
Recurring Fair Value Measurements
Financial assets and liabilities accounted for at fair value were as follows ($ in millions):
| Fair Value as of | |||||||||||||||||||||||||||||
Balance Sheet Location(1) | Fair Value Hierarchy | May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
Money market funds(2) | Cash and cash equivalents | Level 1 | $ | $ | $ | ||||||||||||||||||||||||
Time deposits(3) | Cash and cash equivalents | Level 2 | |||||||||||||||||||||||||||
Commercial paper(2) | Cash and cash equivalents | Level 2 | |||||||||||||||||||||||||||
Money market funds(2) | Other current assets | Level 1 | |||||||||||||||||||||||||||
Time deposits(3) | Other current assets | Level 2 | |||||||||||||||||||||||||||
Marketable securities that fund deferred compensation(4) | Other assets | Level 1 | |||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
Interest rate swap derivative instruments(5) | Long-term liabilities | Level 2 | |||||||||||||||||||||||||||
(1)Balance sheet location is determined by the length to maturity at date of purchase and whether the assets are restricted for particular use.
(2)Valued at quoted market prices in active markets at period end.
(3)Valued at face value plus accrued interest at period end, which approximates fair value.
(4)Valued using the performance of mutual funds that trade with sufficient frequency and volume to obtain pricing information on an ongoing basis.
(5)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.
10
Nonrecurring Fair Value Measurements
In the first quarter of fiscal 2026, we recorded asset impairments and other costs related to our Best Buy Health Optimization and China Sourcing Initiative. These nonrecurring fair value remeasurements were based on significant unobservable inputs (Level 3). Refer to Note 2, Restructuring, for additional information.
Fair Value of Financial Instruments
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):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||||||||||
Long-term debt(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)Excludes debt discounts, issuance costs and finance lease obligations.
5. Derivative Instruments
The net notional amounts of our derivative instruments were as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
| Derivatives designated as net investment hedges | $ | $ | $ | ||||||||||||||
| Derivatives designated as fair value hedges (interest rate swaps) | |||||||||||||||||
| No hedge designation (foreign exchange contracts) | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Effects of our fair value hedges included in Interest expense on our Condensed Consolidated Statements of Earnings were as follows ($ in millions):
| Gain (Loss) Recognized | |||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||||||||
| Interest rate swaps | $ | ( | $ | ||||||||||||||||||||||||||
| Adjustments to carrying value of long-term debt | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||
6. Debt
Short-Term Debt
U.S. Revolving Credit Facility
We have a $1.25 billion five-year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks that expires in April 2030. There were no
11
Long-Term Debt
Long-term debt consisted of the following ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
Notes, | $ | $ | $ | ||||||||||||||
Notes, | |||||||||||||||||
| Interest rate swap valuation adjustments | ( | ( | ( | ||||||||||||||
| Subtotal | |||||||||||||||||
| Debt discounts and issuance costs | ( | ( | ( | ||||||||||||||
| Finance lease obligations | |||||||||||||||||
| Total long-term debt | |||||||||||||||||
| Less current portion | |||||||||||||||||
| Total long-term debt, less current portion | $ | $ | $ | ||||||||||||||
Fair Value and Future Maturities
See Note 4, Fair Value Measurements, for the fair value of long-term debt. The 2028 Notes mature in fiscal 2029 and the 2030 Notes mature in fiscal 2031.
7. Revenue
We generate most of our revenue from contracts with customers from the sale of products and services. Contract balances primarily relate to unfulfilled membership benefits and services not yet completed, product merchandise not yet delivered to customers, unredeemed gift cards and deferred revenue from our private label and co-branded credit card arrangement. Contract balances were as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
Receivables, net(1) | $ | $ | $ | ||||||||||||||
| Short-term contract liabilities included in: | |||||||||||||||||
| Unredeemed gift card liabilities | |||||||||||||||||
| Deferred revenue | |||||||||||||||||
| Accrued liabilities | |||||||||||||||||
| Long-term contract liabilities included in: | |||||||||||||||||
| Long-term liabilities | |||||||||||||||||
During the first three months of fiscal 2027 and fiscal 2026, $569 million and $614 million of revenue was recognized, respectively, that was included in the contract liabilities at the beginning of the respective periods.
Estimated revenue from our contract liability balances expected to be recognized in future periods if the performance of the contract is expected to have an initial duration of more than one year is as follows ($ in millions):
| Fiscal Year | Amount | ||||
| Remainder of fiscal 2027 | $ | ||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 | |||||
| Fiscal 2032 | |||||
| Thereafter | |||||
See Note 11, Segments, for information on our revenue by segment and category.
12
8. Earnings per Share
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 | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock compensation plan awards | |||||||||||||||||||||||
| Weighted-average common shares outstanding, assuming dilution | |||||||||||||||||||||||
| Potential shares which were anti-dilutive and excluded from weighted-average share computations | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
9. Repurchase of Common Stock
On February 28, 2022, our Board of Directors approved a $5.0 billion share repurchase program. The program had $3.0 billion remaining available for repurchases as of May 2, 2026. There is no expiration date governing the period over which we can repurchase shares under this authorization.
There were no share repurchases during the three months ended May 2, 2026. Information regarding the shares we repurchased and retired in the prior year was as follows ($ and shares in millions, except per share amounts):
| Three Months Ended May 3, 2025 | |||||||||||||||||||||||
| Total cost of shares repurchased | $ | ||||||||||||||||||||||
| Average price per share | $ | ||||||||||||||||||||||
| Number of shares repurchased and retired | |||||||||||||||||||||||
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.
11. Segments
Revenue Category Reclassification
Beginning in the first quarter of fiscal 2027, we reclassified certain amounts within our revenue categories to better align with management's current view of the business. The reclassification primarily relates to credit card revenue and digital content revenue (including digital gaming, software and subscriptions) that were previously included in various product revenue categories and, following the reclassification, are now included within services revenue. The reclassification impacts only the presentation of revenue by category and does not affect previously reported total revenue, net earnings or cash flows.
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The key components of each revenue category are now as follows:
•Computing and Mobile Phones - computing (including desktops, notebooks and peripherals), mobile phones (including related mobile network carrier commissions), networking, tablets (including e-readers) and wearables (including smartwatches);
•Consumer Electronics - digital imaging, health and fitness products, home theater (including accessories, soundbars and televisions), portable audio (including headphones and portable speakers) and smart home;
•Appliances - large appliances (including dishwashers, laundry, ovens and refrigerators) and small appliances (including blenders, coffee makers, vacuums and personal care);
•Entertainment - drones, gaming (including hardware, peripherals and certain software, as well as augmented reality glasses), toys and virtual reality;
•Services - advertising, credit card revenue, digital content (including digital gaming, software and subscriptions), fulfillment, health-related services, installation, marketplace commissions, memberships, repair, technical support and warranty-related services; and
•Other - other product offerings (including baby, food and beverage and outdoor living).
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025(1) | ||||||||||||||||||||||
| Domestic: | |||||||||||||||||||||||
| Computing and Mobile Phones | $ | $ | |||||||||||||||||||||
| Consumer Electronics | |||||||||||||||||||||||
| Appliances | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Entertainment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total Domestic revenue | |||||||||||||||||||||||
| International: | |||||||||||||||||||||||
| Computing and Mobile Phones | |||||||||||||||||||||||
| Consumer Electronics | |||||||||||||||||||||||
| Appliances | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Entertainment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total International revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | |||||||||||||||||||||
(1)Amounts for the three months ended May 3, 2025, have been recast to conform to the current presentation. See Revenue Category Reclassification, above, for additional information.
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Adjusted operating income by segment and the reconciliation to consolidated earnings before income tax expense and equity in loss of affiliates were as follows ($ in millions):
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||||||||||||||
Domestic(1) | International | Total | Domestic(1) | International | Total | ||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||
Adjusted SG&A(2) | |||||||||||||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Restructuring charges | ( | ||||||||||||||||||||||||||||||||||
| Intangible asset amortization | |||||||||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Investment income and other | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Earnings before income tax expense and equity in loss of affiliates | $ | $ | |||||||||||||||||||||||||||||||||
(1)Domestic segment Adjusted operating income includes certain operations that are based in foreign tax jurisdictions and primarily relate to sourcing products into the U.S.
(2)Adjusted SG&A excludes amortization of definite-lived intangible assets associated with acquisitions.
Cash flow and other expense information by segment was as follows ($ in millions):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Domestic | $ | $ | |||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Domestic | $ | $ | |||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | |||||||||||||||||||||
Asset information by segment was as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
| Domestic | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
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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 31, 2026 (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.
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 tech expertise and a human touch to meet our customers’ everyday needs, whether they come to us online, visit our stores or invite us into their homes.
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. The International segment is comprised of all our operations in Canada.
Our fiscal year ends on the Saturday nearest the end of January. Unless otherwise noted, references to years within the MD&A section of this report relate to fiscal years, not calendar years. 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 and digital offerings 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 operating for at least 14 full months; sales initiated on a website, app or virtual store; advertising revenue; commercial sales; credit card revenue; gift card breakage; marketplace commission revenue; and sales of merchandise to wholesalers and dealers. 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 excludes 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) until at least 14 full months after reopening; the impact of certain periodic warranty-related profit-share revenue; the effect of fluctuations in foreign currency exchange rates (applicable to our International segment only); and the impact of the 53rd week (applicable in 53-week fiscal years only). Comparable sales is based on our fiscal calendar and is not adjusted to align calendar weeks. All periods presented apply this methodology consistently.
Comparable online sales is a subset of comparable sales related to our digital offerings and includes sales initiated on a website, app or virtual store; advertising revenue and marketplace commission revenue.
We believe comparable sales is a meaningful supplemental metric for investors to evaluate revenue performance resulting from growth in existing stores and digital offerings 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.
Revenue Category Reclassification
Beginning in the first quarter of fiscal 2027, we reclassified certain amounts within our revenue categories to better align with management's current view of the business. The reclassification primarily relates to credit card revenue and digital content revenue (including digital gaming, software and subscriptions) that were previously included in various product revenue categories and, following the reclassification, are now included within services revenue. The reclassification impacts only the presentation of revenue by category and does not affect previously reported total revenue, total comparable sales, net earnings or cash flows. Revenue mix and comparable sales by revenue category for the three months ended May 3, 2025, have been recast to conform with this reclassification.
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The key components of each revenue category are now as follows:
•Computing and Mobile Phones - computing (including desktops, notebooks and peripherals), mobile phones (including related mobile network carrier commissions), networking, tablets (including e-readers) and wearables (including smartwatches);
•Consumer Electronics - digital imaging, health and fitness products, home theater (including accessories, soundbars and televisions), portable audio (including headphones and portable speakers) and smart home;
•Appliances - large appliances (including dishwashers, laundry, ovens and refrigerators) and small appliances (including blenders, coffee makers, vacuums and personal care);
•Entertainment - drones, gaming (including hardware, peripherals and certain software, as well as augmented reality glasses), toys and virtual reality;
•Services - advertising, credit card revenue, digital content (including digital gaming, software and subscriptions), fulfillment, health-related services, installation, marketplace commissions, memberships, repair, technical support and warranty-related services; and
•Other - other product offerings (including baby, food and beverage and outdoor living).
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 non-GAAP financial measures, such as consolidated adjusted selling, general and administrative expenses ("SG&A"), consolidated adjusted SG&A rate, consolidated adjusted operating income, consolidated adjusted operating income rate, consolidated adjusted effective tax rate and consolidated adjusted diluted earnings per share (“EPS”). We believe that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, provide additional useful information for evaluating current period performance and assessing future performance. For these reasons, internal management reporting, including budgets, forecasts and financial targets used for short-term incentives are based on non-GAAP financial measures. Generally, our non-GAAP financial measures include adjustments for items such as restructuring charges, goodwill and acquired intangible asset impairments, certain long-lived asset impairments, price-fixing settlements, gains and losses on disposals of subsidiaries and certain investments, amortization of definite-lived intangible assets associated with acquisitions, 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. We provide reconciliations of the most comparable financial measures presented in accordance with GAAP to presented non-GAAP financial measures that enable investors to understand the adjustments made in arriving at the non-GAAP financial measures and to evaluate performance using the same metrics as management. 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 may be calculated differently from similarly titled measures used by other companies, thereby limiting their usefulness for comparative purposes.
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.
Refer to the Non-GAAP Financial Measures section below for detailed reconciliations of items impacting consolidated adjusted SG&A, consolidated adjusted operating income, consolidated adjusted effective tax rate and consolidated adjusted diluted EPS in the presented periods.
Tariffs
We continue to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the U.S. Supreme Court decision that ruled the tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unauthorized. We are participating in the process established by the U.S. Customs and Border Protection for refunds of tariffs we paid as the importer of record under IEEPA. The timing and amount of refunds ultimately received is subject to ongoing legal and administrative uncertainty. Accordingly, we did not recognize any amounts related to these refunds during the three months ended May 2, 2026.
As tariff and trade policy discussions are ongoing and related matters continue to evolve, we cannot predict with certainty their ultimate impact on our business in future periods, including our results of operations and cash flows. For more information on these risks and uncertainties, see Item 1A, Risk Factors, of our most recent Annual Report on Form 10-K.
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Results of Operations
Consolidated Results
Selected consolidated financial data was as follows ($ in millions, except per share amounts):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Revenue | $ | 8,936 | $ | 8,767 | |||||||||||||||||||
| Revenue % change | 1.9 | % | (0.9) | % | |||||||||||||||||||
| Comparable sales % change | 2.0 | % | (0.7) | % | |||||||||||||||||||
| Gross profit | $ | 2,102 | $ | 2,049 | |||||||||||||||||||
Gross profit as a % of revenue(1) | 23.5 | % | 23.4 | % | |||||||||||||||||||
| Selling, general and administrative expense ("SG&A") | $ | 1,741 | $ | 1,721 | |||||||||||||||||||
SG&A as a % of revenue(1) | 19.5 | % | 19.6 | % | |||||||||||||||||||
| Restructuring charges | $ | (9) | $ | 109 | |||||||||||||||||||
| Operating income | $ | 370 | $ | 219 | |||||||||||||||||||
| Operating income as a % of revenue | 4.1 | % | 2.5 | % | |||||||||||||||||||
| Net earnings | $ | 276 | $ | 202 | |||||||||||||||||||
| Diluted EPS | $ | 1.31 | $ | 0.95 | |||||||||||||||||||
(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 Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.
In the first quarter of fiscal 2027, we generated $8.9 billion in revenue and our comparable sales grew 2.0%, primarily driven by comparable sales growth in gaming, computing and mobile phones, partially offset by a comparable sales decline in major appliances. The comparable sales growth was due to a mix of new technology innovation, our continued focus on omni-channel customer experience and strong vendor partnerships.
We recorded a reduction to restructuring charges in the first quarter of fiscal 2027, primarily related to adjustments for termination benefits associated with a labor and store optimization restructuring initiative that commenced in the second quarter of fiscal 2026. Refer to Note 2, Restructuring, of the Notes to Consolidated Financial Statements for additional information.
Operating income rate increased in the first quarter of fiscal 2027, primarily due to lower restructuring charges.
Diluted EPS increased in the first quarter of fiscal 2027, primarily due to higher operating income.
Revenue, gross profit rate, SG&A rate and operating income rate changes in the first quarter of fiscal 2027 were primarily driven by our Domestic segment. For further discussion of our Domestic and International segments, see Segment Performance Summary, below.
Store Summary
Stores open by segment were as follows:
| May 2, 2026 | May 3, 2025 | ||||||||||
| Best Buy | 884 | 886 | |||||||||
| Outlet Centers | 18 | 24 | |||||||||
| Pacific Sales | 20 | 20 | |||||||||
| Yardbird | 2 | 21 | |||||||||
| Total Domestic stores | 924 | 951 | |||||||||
| Canada Best Buy stores | 129 | 128 | |||||||||
| Canada Best Buy Mobile stand-alone stores | 12 | 29 | |||||||||
Total International stores(1) | 141 | 157 | |||||||||
| Total stores | 1,065 | 1,108 | |||||||||
(1)Excludes Best Buy Express stores leased by Bell Canada.
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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 increase our Domestic segment Best Buy store count by an additional four stores by the end of fiscal 2027.
Income Tax Expense
Income tax expense increased to $102 million in the first quarter of fiscal 2027 compared to $19 million in the first quarter of fiscal 2026, primarily due to the discrete tax impacts of the restructuring charges and the associated exit of a component of our Best Buy Health business in the prior year, as well as higher pre-tax income. Effective tax rate (“ETR”) increased to 26.9% in the first quarter of fiscal 2027 compared to 8.6% in the first quarter of fiscal 2026, primarily due to these prior-year discrete tax impacts. See Note 2, Restructuring, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for additional information.
Our tax provision for interim periods is determined using an estimate of our annual ETR, adjusted for discrete and unusual and infrequent items, if any, that are taken into account in the relevant period. We update our estimate of the annual ETR each quarter, and we make a cumulative adjustment if our estimated tax rate changes. Our quarterly tax provision and our quarterly estimate of our annual ETR are subject to variation due to several factors, including our ability to accurately forecast our pre-tax and taxable income and loss by jurisdiction, tax audit developments, recognition of excess tax benefits or deficiencies related to stock-based compensation, foreign currency gains (losses), changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Our ETR can be more or less volatile based on the amount of pre-tax earnings. For example, the impact of discrete items and non-deductible losses on our ETR is greater when our pre-tax earnings are lower.
Segment Performance Summary
Domestic Segment
Selected financial data for the Domestic segment was as follows ($ in millions):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Revenue | $ | 8,249 | $ | 8,127 | |||||||||||||||||||
| Revenue % change | 1.5 | % | (0.9) | % | |||||||||||||||||||
Comparable sales % change(1) | 1.8 | % | (0.7) | % | |||||||||||||||||||
| Gross profit | $ | 1,954 | $ | 1,908 | |||||||||||||||||||
| Gross profit as a % of revenue | 23.7 | % | 23.5 | % | |||||||||||||||||||
Adjusted SG&A(2) | $ | 1,596 | $ | 1,579 | |||||||||||||||||||
Adjusted SG&A as a % of revenue(3) | 19.3 | % | 19.4 | % | |||||||||||||||||||
Adjusted operating income(2) | $ | 358 | $ | 329 | |||||||||||||||||||
Adjusted operating income as a % of revenue(4) | 4.3 | % | 4.0 | % | |||||||||||||||||||
| Selected Online Revenue Data | |||||||||||||||||||||||
| Total online revenue | $ | 2,616 | $ | 2,579 | |||||||||||||||||||
| Online revenue as a % of total segment revenue | 31.7 | % | 31.7 | % | |||||||||||||||||||
Comparable online sales % change(1) | 1.4 | % | 2.1 | % | |||||||||||||||||||
(1)Comparable online sales are included in the comparable sales calculation.
(2)Represents segment Adjusted SG&A and segment Adjusted operating income in accordance with Accounting Standards Codification ("ASC") 280, Segment Reporting.
(3)Adjusted SG&A as a % of revenue is calculated as Domestic segment Adjusted SG&A divided by Domestic segment Revenue.
(4)Adjusted operating income as a % of revenue is calculated as Domestic segment Adjusted operating income divided by Domestic segment Revenue.
Domestic segment revenue increased in the first quarter of fiscal 2027, primarily driven by comparable sales growth in gaming, computing, mobile phones and services, partially offset by a comparable sales decline in appliances. Online revenue of $2.6 billion in the first quarter of fiscal 2027 increased 1.4% on a comparable basis.
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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 | ||||||||||||||||||||||
| May 2, 2026 | May 3, 2025(1) | May 2, 2026 | May 3, 2025(1) | ||||||||||||||||||||
| Computing and Mobile Phones | 47 | % | 46 | % | 4.2 | % | 6.1 | % | |||||||||||||||
| Consumer Electronics | 26 | % | 27 | % | (2.7) | % | (5.2) | % | |||||||||||||||
| Appliances | 10 | % | 12 | % | (13.6) | % | (8.0) | % | |||||||||||||||
| Services | 10 | % | 9 | % | 5.5 | % | 0.6 | % | |||||||||||||||
| Entertainment | 7 | % | 5 | % | 38.1 | % | (15.2) | % | |||||||||||||||
| Other | - | % | 1 | % | (20.1) | % | (2.7) | % | |||||||||||||||
| Total | 100 | % | 100 | % | 1.8 | % | (0.7) | % | |||||||||||||||
(1) Revenue mix and comparable sales by revenue category for the three months ended May 3, 2025, have been recast to conform to the current presentation. See Revenue Category Reclassification, above, for additional information.
Notable comparable sales changes by revenue category were as follows:
•Computing and Mobile Phones: The 4.2% comparable sales growth was driven primarily by computing and mobile phones.
•Consumer Electronics: The 2.7% comparable sales decline was driven primarily by home theater, headphones and portable speakers.
•Appliances: The 13.6% comparable sales decline was driven primarily by large appliances.
•Services: The 5.5% comparable sales growth was driven primarily by Best Buy Marketplace and credit card revenue.
•Entertainment: The 38.1% comparable sales growth was driven primarily by gaming.
Domestic segment gross profit rate increased in the first quarter of fiscal 2027, primarily due to growth in Best Buy Marketplace and Best Buy Ads, and improved financial performance from our traditional services offerings. These increases were primarily offset by lower product margin rates.
Domestic segment adjusted SG&A increased in the first quarter of fiscal 2027, primarily due to higher expenses related to our Best Buy Marketplace and Best Buy Ads initiatives, and lapping a favorable indirect tax settlement received in the first quarter of fiscal 2026. These increases were partially offset by lower Best Buy Health expense.
Domestic segment adjusted operating income rate increased in the first quarter of fiscal 2027, primarily due to a favorable gross profit rate.
International Segment
Selected financial data for the International segment was as follows ($ in millions):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Revenue | $ | 687 | $ | 640 | |||||||||||||||||||
| Revenue % change | 7.3 | % | (0.6) | % | |||||||||||||||||||
| Comparable sales % change | 4.7 | % | (0.7) | % | |||||||||||||||||||
| Gross profit | $ | 148 | $ | 141 | |||||||||||||||||||
| Gross profit as a % of revenue | 21.5 | % | 22.0 | % | |||||||||||||||||||
Adjusted SG&A(1) | $ | 143 | $ | 137 | |||||||||||||||||||
Adjusted SG&A as a % of revenue(2) | 20.8 | % | 21.4 | % | |||||||||||||||||||
Adjusted operating income(1) | $ | 5 | $ | 4 | |||||||||||||||||||
Adjusted operating income as a % of revenue(3) | 0.7 | % | 0.6 | % | |||||||||||||||||||
(1)Represents segment Adjusted SG&A and segment Adjusted operating income in accordance with ASC 280, Segment Reporting.
(2)Adjusted SG&A as a % of revenue is calculated as International segment Adjusted SG&A divided by International segment Revenue.
(3)Adjusted operating income as a % of revenue is calculated as International segment Adjusted operating income divided by International segment Revenue.
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International segment revenue increased in the first quarter of fiscal 2027, primarily driven by comparable sales growth of 4.7% and the favorable impact of foreign exchange rates. The comparable sales growth was primarily driven by mobile phones, gaming and digital imaging.
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 | ||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 (1) | May 2, 2026 | May 3, 2025 (1) | ||||||||||||||||||||
| Computing and Mobile Phones | 50 | % | 50 | % | 6.4 | % | 1.7 | % | |||||||||||||||
| Consumer Electronics | 26 | % | 27 | % | 2.0 | % | (1.7) | % | |||||||||||||||
| Appliances | 8 | % | 9 | % | (8.3) | % | (2.5) | % | |||||||||||||||
| Services | 7 | % | 7 | % | 2.5 | % | 9.0 | % | |||||||||||||||
| Entertainment | 7 | % | 6 | % | 19.2 | % | (17.9) | % | |||||||||||||||
| Other | 2 | % | 1 | % | 26.0 | % | (13.2) | % | |||||||||||||||
| Total | 100 | % | 100 | % | 4.7 | % | (0.7) | % | |||||||||||||||
(1)Revenue mix and comparable sales by revenue category for the three months ended May 3, 2025, have been recast to conform to the current presentation. See Revenue Category Reclassification, above, for additional information.
Notable comparable sales changes by revenue category were as follows:
•Computing and Mobile Phones: The 6.4% comparable sales growth was driven primarily by mobile phones and computing.
•Consumer Electronics: The 2.0% comparable sales growth was driven primarily by digital imaging, partially offset by a comparable sales decline in home theater.
•Appliances: The 8.3% comparable sales decline was driven primarily by large appliances.
•Services: The 2.5% comparable sales growth was driven primarily by growth in marketplace and our membership programs, partially offset by a comparable sales decline in digital content.
•Entertainment: The 19.2% comparable sales growth was driven primarily by gaming.
International segment gross profit rate decreased in the first quarter of fiscal 2027, primarily due to lower product margin rates.
International segment adjusted SG&A increased in the first quarter of fiscal 2027, primarily due to the negative impact of foreign exchange rates and higher depreciation expense.
International segment adjusted operating income rate increased in the first quarter of fiscal 2027, primarily due to increased leverage from higher sales volumes, which resulted in a favorable adjusted SG&A rate, largely offset by an unfavorable gross profit rate.
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Non-GAAP Financial Measures
Reconciliations of consolidated SG&A, consolidated operating income, consolidated effective tax rate and consolidated diluted EPS (GAAP financial measures) to consolidated adjusted SG&A, consolidated adjusted operating income, consolidated adjusted effective tax rate and consolidated adjusted diluted EPS (non-GAAP financial measures), respectively, were as follows ($ in millions, except per share amounts):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| SG&A | $ | 1,741 | $ | 1,721 | |||||||||||||||||||
| % of revenue | 19.5 | % | 19.6 | % | |||||||||||||||||||
Intangible asset amortization(1) | (2) | (5) | |||||||||||||||||||||
| Adjusted SG&A | $ | 1,739 | $ | 1,716 | |||||||||||||||||||
| % of revenue | 19.5 | % | 19.6 | % | |||||||||||||||||||
| Operating income | $ | 370 | $ | 219 | |||||||||||||||||||
| % of revenue | 4.1 | % | 2.5 | % | |||||||||||||||||||
Intangible asset amortization(1) | 2 | 5 | |||||||||||||||||||||
Restructuring charges(2) | (9) | 109 | |||||||||||||||||||||
| Adjusted operating income | $ | 363 | $ | 333 | |||||||||||||||||||
| % of revenue | 4.1 | % | 3.8 | % | |||||||||||||||||||
| Effective tax rate | 26.9 | % | 8.6 | % | |||||||||||||||||||
Intangible asset amortization(1) | - | % | 0.3 | % | |||||||||||||||||||
Restructuring charges(2) | 0.1 | % | 18.1 | % | |||||||||||||||||||
| Adjusted effective tax rate | 27.0 | % | 27.0 | % | |||||||||||||||||||
| Diluted EPS | $ | 1.31 | $ | 0.95 | |||||||||||||||||||
Intangible asset amortization(1) | 0.01 | 0.02 | |||||||||||||||||||||
Restructuring charges(2) | (0.05) | 0.51 | |||||||||||||||||||||
Income tax impact of non-GAAP adjustments(3) | 0.01 | (0.33) | |||||||||||||||||||||
| Adjusted diluted EPS | $ | 1.28 | $ | 1.15 | |||||||||||||||||||
For additional information regarding the nature of certain charges discussed below, refer to Note 2, Restructuring, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.
(1)Represents the non-cash amortization of definite-lived intangible assets associated with acquisitions, including customer relationships and tradenames.
(2)Amounts for the three months ended May 2, 2026, primarily related to subsequent adjustments to a labor and store optimization restructuring initiative that commenced in the second quarter of fiscal 2026. Charges for the three months ended May 3, 2025, primarily related to a restructuring initiative within our Best Buy Health business that commenced in the first quarter of fiscal 2026.
(3)The non-GAAP adjustments primarily relate to the U.S. As such, the forecasted annual income tax on the U.S. non-GAAP adjustments is calculated using the statutory tax rate of 24.5%, adjusted for tax benefits discrete to the period.
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, dividends, 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.
Cash and cash equivalents were as follows ($ in millions):
| May 2, 2026 | January 31, 2026 | May 3, 2025 | |||||||||||||||
| Cash and cash equivalents | $ | 1,749 | $ | 1,738 | $ | 1,147 | |||||||||||
The increases in cash and cash equivalents from January 31, 2026, and May 3, 2025, were primarily due to positive operating cash flows from earnings, partially offset by dividend payments and capital expenditures.
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Cash Flows
Cash flows were as follows ($ in millions):
| Three Months Ended | |||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 375 | $ | 34 | |||||||
| Investing activities | (160) | (166) | |||||||||
| Financing activities | (202) | (305) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | - | 4 | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | $ | 13 | $ | (433) | |||||||
Operating Activities
The increase in cash provided by operating activities in the first quarter of fiscal 2027 was primarily driven by higher cash outflows from accounts payable in the prior year due to the timing and volume of inventory purchases and payments.
Investing Activities
The decrease in cash used in investing activities in the first quarter of fiscal 2027 was primarily driven by lower capital expenditures.
Financing Activities
The decrease in cash used in financing activities in the first quarter of fiscal 2027 was primarily driven by lower share repurchases.
Sources of Liquidity
Funds generated by operating activities, available cash and cash equivalents, our credit facilities, other debt arrangements and trade payables 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.
We have a $1.25 billion five-year senior unsecured revolving credit facility agreement (the “Five-Year Facility Agreement”) with a syndicate of banks that expires in April 2030. There were no borrowings outstanding under the Five-Year Facility Agreement as of May 2, 2026, January 31, 2026, or May 3, 2025.
Restricted Cash
Our liquidity is also affected by restricted cash balances that are primarily restricted to cover product protection plans provided under our membership offerings and self-insurance liabilities. Restricted cash, which is included in Other current assets on our Condensed Consolidated Balance Sheets, remained relatively consistent at $287 million, $285 million and $288 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.
Debt and Capital
As of May 2, 2026, we had $500 million of principal amount of notes due October 1, 2028, and $650 million of 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 7, Debt, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, for additional information about our outstanding debt.
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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. Our share repurchase plans are evaluated on an ongoing basis, considering factors such as our financial condition and cash flows, our economic outlook, the impact of tax laws, our liquidity needs, our stock price, and the health and stability of global markets. The timing and amount of future repurchases may vary depending on such factors.
On February 28, 2022, our Board approved a $5.0 billion share repurchase program. There is no expiration date governing the period over which we can repurchase shares under this authorization.
Share repurchase and dividend activity were as follows ($ and shares in millions, except per share amounts):
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2026 | May 3, 2025 | ||||||||||||||||||||||
| Total cost of shares repurchased | $ | - | $ | 100 | |||||||||||||||||||
| Average price per share | $ | - | $ | 64.39 | |||||||||||||||||||
| Total number of shares repurchased | - | 1.6 | |||||||||||||||||||||
| Regular quarterly cash dividend per share | $ | 0.96 | $ | 0.95 | |||||||||||||||||||
| Cash dividends declared and paid | $ | 202 | $ | 202 | |||||||||||||||||||
There were no shares repurchased in the first quarter of fiscal 2027.
Cash dividends declared and paid remained effectively unchanged in the first quarter of fiscal 2027, as the increase in the regular quarterly cash dividend per share was offset by fewer shares outstanding.
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 May 2, 2026, 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 2026. See our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, 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 31, 2026. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2026.
New or Recently Issued Accounting Pronouncements
For a description of applicable new or recently issued accounting pronouncements, including our assessment of the impact on our financial statements, see Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.
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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,” “appear,” “approximate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “project,” “seek,” “should,” “would,” and other words and terms of similar meaning or the negatives thereof. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, our operating model, new strategies and growth initiatives, the competitive environment, consumer behavior and other events. These statements involve a number of judgments and are subject to certain risks and uncertainties, many of which are outside the control of the Company, 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 most recent Annual Report on Form 10-K, and any updated information in subsequent Quarterly Reports on Form 10-Q, 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: macroeconomic pressures in the markets in which we operate (including but not limited to real GDP growth, inflation, recession, consumer confidence, employment levels, effects of the government closures, cost of living, uncertainty over the availability of government benefits, tax rates, availability of consumer financing, interest rates, housing market conditions, foreign currency exchange rates, the price of oil, gas and other commodities and other macroeconomic trends); geopolitical pressures (including issues related to trade routes, political instability and divisiveness, the potential implementation of more restrictive trade policies, tariff increases and/or volatility, the realignment of alliances or the renegotiation of existing trade agreements); catastrophic events, health crises and pandemics; susceptibility of the products we sell to technological advancements, product life cycle fluctuations and changes in consumer preferences; competition (including from multi-channel retailers, e-commerce business, technology service providers, traditional store-based retailers, vendors and mobile network carriers, in the provision of delivery speed and options and with the strategic use of artificial intelligence); our ability to attract and retain qualified employees and changes in market compensation rates; 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 ability to effectively identify, manage and execute enterprise-wide strategies, such as strategic ventures, alliances or acquisitions; our ability to effectively manage our infrastructure, real estate portfolio and market segmentation strategy; interruptions and other factors affecting our supply chain (impacting our stores or other aspects of our operations); our utilization of third-party vendors for certain aspects of our operations; risks associated with the products we sell, including those products sold on our Marketplace platforms and products under our exclusive brand labels; our reliance on our information technology systems, internet and telecommunications access and capabilities; our ability to prevent or effectively respond to a cyber-attack, privacy or security breach; statutory, regulatory and legal developments (including statutes and/or regulations related to tax or privacy); evolving corporate governance and public disclosure regulations and expectations (including, but not limited to, cybersecurity and corporate responsibility and sustainability matters); risks arising from our international activities (including fluctuations in foreign currency exchange rates); failure to meet any financial performance guidance or other forward-looking statements; failure to effectively manage our costs; our dependence on cash flows and net earnings generated during the fourth fiscal quarter; economic or regulatory developments that might affect our ability to provide attractive promotional financing; constraints in the banking and capital markets; and changes in our credit ratings. 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 31, 2026, 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. Certain 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 31, 2026, for further information regarding our interest rate swaps.
As of May 2, 2026, we had $2.0 billion of cash, cash equivalents and restricted cash and $0.5 billion of debt that has been swapped to floating rate, and therefore the net asset balance exposed to interest rate changes was $1.5 billion. As of May 2, 2026, a 50-basis point increase in short-term interest rates would have led to an estimated $2 million increase in net interest income during the first quarter of fiscal 2027, and conversely a 50-basis point decrease in short-term interest rates would have led to an estimated $2 million decrease in net interest income during the first quarter of fiscal 2027.
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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. On a limited basis, we utilize foreign currency forward contracts to manage foreign currency exposure to certain forecasted inventory purchases, recognized receivable and payable balances and our investment in our Canadian operations. Our primary objective in holding derivatives is to reduce the volatility of net earnings and cash flows, as well as to reduce the volatility of net asset value associated with changes in foreign currency exchange rates. Our foreign currency risk management strategy includes both hedging instruments and derivatives that are not designated as hedging instruments. Refer to Note 1, Summary of Significant Accounting Policies, and Note 5, Derivative Instruments, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, for additional information regarding these instruments.
During the first quarter of fiscal 2027, foreign currency exchange rate fluctuations were primarily driven by the weakening of the U.S. dollar against the Canadian dollar compared to the prior-year period. We estimate that the foreign exchange rate fluctuations had a favorable impact on our revenue of approximately $23 million in the first quarter of fiscal 2027. The estimated impact of foreign exchange rate fluctuations on our net earnings in the first quarter of fiscal 2027 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 May 2, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at May 2, 2026, our disclosure controls and procedures were effective.
There were no changes in internal control over financial reporting during the fiscal quarter ended May 2, 2026, 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 $5.0 billion share repurchase program. There is no expiration date governing the period over which we can repurchase shares under this authorization. There were no shares repurchased in the first quarter of fiscal 2027. The program had $3.0 billion remaining available for repurchases as of May 2, 2026. 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.
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the fiscal quarter ended May 2, 2026, none of the Company’s directors or officers (as defined in Rule 16(a)-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
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Item 6. Exhibits
| 101 | The following financial information from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2027, filed with the SEC on June 5, 2026, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets as of May 2, 2026, January 31, 2026, and May 3, 2025, (ii) the Condensed Consolidated Statements of Earnings for the three months ended May 2, 2026, and May 3, 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended May 2, 2026, and May 3, 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended May 2, 2026, and May 3, 2025, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended May 2, 2026, and May 3, 2025, 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 2027, filed with the SEC on June 5, 2026, 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.
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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 5, 2026 | By: | /s/ CORIE BARRY | ||||||
Corie Barry Chief Executive Officer | ||||||||
Date: June 5, 2026 | By: | /s/ MATTHEW BILUNAS | ||||||
Matthew Bilunas Senior Executive Vice President, Chief Financial Officer & Enterprise Strategy | ||||||||
Date: June 5, 2026 | By: | /s/ MATHEW R. WATSON | ||||||
Mathew R. Watson Senior Vice President, Finance – Controller and Chief Accounting Officer | ||||||||
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Exhibit 10.1
BEST BUY CO., INC.
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: #GrantDate#
This Long-Term Incentive Program Agreement (this “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 of 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 any Shares.
(a)Determination of Number of Shares under Performance Share Award. The number of Shares issuable under (i) the operating income component of your Performance Share Award (the “Operating Income Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification for the operating income component (the “Operating Income Target”) and (ii) the TSR component of your Performance Share Award (the “TSR Performance Share Number,” and together with the Operating Income Performance Share Number, the “Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification for the TSR component (the “TSR Target”), in each case as determined below.
(b)Operating Income Performance Share Number.
(i)Within 120 days after the end of the Performance Period, the Committee will calculate the CAGR of Enterprise Operating Income from fiscal year 2026 to fiscal year 2029 (“Enterprise Operating Income CAGR”). For example, if fiscal year 2026 Enterprise Operating Income was $1.5 billion and fiscal year 2029 Enterprise Operating Income was $1.8 billion, Enterprise Operating Income CAGR would be 6.266%.
(ii)Your Operating Income Performance Share Number will be equal to the percentage of the Operating Income 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 Enterprise Operating Income CAGR falls. If Enterprise Operating Income CAGR is between Threshold Enterprise Operating Income CAGR and Target Enterprise Operating Income CAGR or between Target Enterprise Operating Income CAGR and Maximum Enterprise Operating Income CAGR, your Operating Income Performance Share Number will be equal to a percentage interpolated on a linear basis for performance between such amounts. For example, if Enterprise Operating Income CAGR is 7.0%, then your Operating Income Performance Share Number would be 125% of your Operating Income Target. The Operating Income Performance Share Number will be rounded to the nearest whole number.
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Performance | Number of Shares Earned | ||||
Enterprise Operating Income CAGR less than 4.0% (“Threshold Enterprise Operating Income CAGR”) | 0 | ||||
Enterprise Operating Income CAGR of 4.0% or greater but less than 6.0% | 50%-99% of Target | ||||
Enterprise Operating Income CAGR of 6.0% (“Target Enterprise Operating Income CAGR”) or greater but less than 8.0% | 100% - 149% of Target | ||||
Enterprise Operating Income CAGR greater than 8.0% (“Maximum Enterprise Operating Income CAGR”) | 150% of 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)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 as of the first day of the Performance Period, (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 TSR 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 TSR 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 TSR Performance Share Number would be 120% of your TSR Target. Your TSR Performance Share Number will be rounded to the nearest whole number.
Performance | Number of Shares Earned | ||||
Relative TSR less than 25% (“Threshold TSR”) | 0 | ||||
Relative TSR 25% or greater but less than 50% | 50%-99% of TSR Target | ||||
Relative TSR 50% (“Target TSR”) or greater but less than 75% | 100%-149% of TSR Target | ||||
Relative TSR Greater than 75% (“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. | |||||
(d)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)“CAGR” means compound annual growth rate.
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(iii)“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.
(iv)“Enterprise Operating Income” means operating income of the Company from continuing operations as reported in the Company’s Annual Report on Form 10-K for the respective 52-week fiscal year adjusted to eliminate the impact of currency exchange rate fluctuations; provided, however, that the Committee may adjust Enterprise Operating Income down to eliminate the following: (1) the cumulative effect of changes in GAAP (only to the extent such changes would reduce Enterprise Operating Income); (2) operating income from discontinued operations; and (3) any other unusual or nonrecurring gains which are separately identified and quantified, including acquisition related operating income.
(v)“Performance Period” means the performance period stated in the Award Notification.
(vi)“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.
(e)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 (i) Enterprise Operating Income CAGR using the last completed fiscal year instead of fiscal year 2029 and (ii) 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 Operating Income Performance Share Number and TSR Performance Share Number will be equal to the greater of (i) the numbers determined pursuant to Section 4(b)(ii) and Section 4(c)(ii) above, respectively, and (ii) the respective Operating Income or TSR Target.
(f)Performance Share Number Not Guaranteed. If Relative TSR is less than Threshold TSR or Enterprise Operating Income CAGR is less than Threshold Enterprise Operating Income CAGR, the respective portion of your Performance Share Number will be 0 and there will be no Shares issued under that portion of your Performance Share Award. The Committee shall have sole discretion to determine Relative TSR and Enterprise Operating Income.
(g)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 and Enterprise Operating Income CAGR; 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.
(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 in the Award Notification. 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
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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 in the Award Notification, notwithstanding that you are no longer providing services to a member of the Company Group.
(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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (as determined after the end of the Performance Period), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (using the last completed fiscal year instead of fiscal year 2029 for purposes of determining Enterprise Operating Income CAGR), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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.
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(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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (as determined after the end of the Performance Period), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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.
(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.
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(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 the 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. Section 6(b) does not apply to you if you are employed in the State of California. 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). You are advised to consult with an attorney before entering into these Restrictive Covenants.
(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 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)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, within the United States:
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(i)induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere adversely with the relationship between any such employee and the Company Group;
(ii)induce or attempt to induce any employee of the Company Group to work for, render services to, provide advice to, or supply Confidential Information of the Company Group to any third Person;
(iii)employ, or otherwise pay for services rendered by, any employee of the 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 the Company Group to cease doing business with the 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 the 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 the Company Group to carry out any such activity.
(c)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.
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
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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.
(d)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.
(e)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.
(f)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
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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).
(g)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 shareholder. 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 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.
(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.
(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.
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(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.
(ii)Taxes. You are liable 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
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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 (upon the lapse of the substantial risk of forfeiture) by withholding Restricted Shares 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 the end of the Performance Period 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 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
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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;
(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
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(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 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
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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.
(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.
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(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 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.
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Exhibit 10.2
BEST BUY CO., INC.
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: #GrantDate#
This Long-Term Incentive Program Agreement (this “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 of 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 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 Share to you upon the lapse of the restrictions set forth in this Agreement, provided you meet certain employment criteria. A Restricted Stock Unit does not represent immediate ownership of any Share.
(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.
(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 any Shares.
(a)Determination of Number of Shares under Performance Share Award. The number of Shares issuable under (i) the operating income component of your Performance Share Award (the “Operating Income Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification for the operating income component (the “Operating Income Target”) and (ii) the TSR component of your Performance Share Award (the “TSR Performance Share Number,” and together with the Operating Income Performance Share Number, the “Performance Share Number”) will be equal to a percentage of the target number of Shares stated in your Award Notification for the TSR component (the “TSR Target”), in each case as determined below.
(b)Operating Income Performance Share Number.
(i)Within 120 days after the end of the Performance Period, the Committee will calculate the CAGR of Enterprise Operating Income from fiscal year 2026 to fiscal year 2029 (“Enterprise Operating Income CAGR”). For example, if fiscal year 2026 Enterprise Operating Income was $1.5 billion and fiscal year 2029 Enterprise Operating Income was $1.8 billion, Enterprise Operating Income CAGR would be 6.266%.
(ii)Your Operating Income Performance Share Number will be equal to the percentage of the Operating Income 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 Enterprise Operating Income CAGR falls. If Enterprise Operating Income CAGR is between Threshold Enterprise Operating Income CAGR and Target Enterprise Operating Income CAGR or between Target Enterprise Operating Income CAGR and Maximum Enterprise Operating Income CAGR, your Operating Income Performance Share Number will be equal to a percentage interpolated on a linear basis for performance between such amounts. For example, if Enterprise Operating Income CAGR is 7.0%, then your Operating Income Performance Share Number would be 125% of your Operating Income Target. The Operating Income Performance Share Number will be rounded to the nearest whole number.
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Performance | Number of Shares Earned | ||||
Enterprise Operating Income CAGR less than 4.0% (“Threshold Enterprise Operating Income CAGR”) | 0 | ||||
Enterprise Operating Income CAGR of 4.0% or greater but less than 6.0% | 50%-99% of Target | ||||
Enterprise Operating Income CAGR of 6.0% (“Target Enterprise Operating Income CAGR”) or greater but less than 8.0% | 100% - 149% of Target | ||||
Enterprise Operating Income CAGR greater than 8.0% (“Maximum Enterprise Operating Income CAGR”) | 150% of 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)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 as of the first day of the Performance Period, (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 TSR 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 TSR 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 TSR Performance Share Number would be 120% of your TSR Target. Your TSR Performance Share Number will be rounded to the nearest whole number.
Performance | Number of Shares Earned | ||||
Relative TSR less than 25% (“Threshold TSR”) | 0 | ||||
Relative TSR 25% or greater but less than 50% | 50%-99% of TSR Target | ||||
Relative TSR 50% (“Target TSR”) or greater but less than 75% | 100%-149% of TSR Target | ||||
Relative TSR Greater than 75% (“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. | |||||
(d)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)“CAGR” means compound annual growth rate.
(iii)“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.
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(iv)“Enterprise Operating Income” means operating income of the Company from continuing operations as reported in the Company's Annual Report on Form 10-K for the respective 52-week fiscal year adjusted to eliminate the impact of currency exchange rate fluctuations; provided, however, that the Committee may adjust Enterprise Operating Income down to eliminate the following: (1) the cumulative effect of changes in GAAP (only to the extent such changes would reduce Enterprise Operating Income); (2) operating income from discontinued operations; and (3) any other unusual or nonrecurring gains which are separately identified and quantified, including acquisition related operating income.
(v)“Performance Period” means the performance period stated in the Award Notification.
(vi)“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.
(e)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 (i) Enterprise Operating Income CAGR using the last completed fiscal year instead of fiscal year 2029, and (ii) 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 Operating Income Performance Share Number and TSR Performance Share Number will be equal to the greater of (i) the numbers determined pursuant to Section 4(b)(ii) and Section 4(c)(ii) above, respectively, and (ii) the respective Operating Income or TSR Target.
(f)Performance Share Number Not Guaranteed. If Relative TSR is less than Threshold TSR or Enterprise Operating Income CAGR is less than Threshold Enterprise Operating Income CAGR, the respective portion of your Performance Share Number will be 0 and there will be no Shares issued under that portion of your Performance Share Award. The Committee shall have sole discretion to determine Relative TSR and Enterprise Operating Income.
(g)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 and Enterprise Operating Income CAGR; 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.
(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 in the Award Notification. 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
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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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (as determined after the end of the Performance Period), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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 (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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (using the last completed fiscal year instead of fiscal year 2029 for purposes of determining Enterprise Operating Income CAGR), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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.
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(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 TSR Performance Share Number. If Enterprise Operating Income CAGR is greater than Threshold Enterprise Operating Income CAGR (as determined after the end of the Performance Period), you will be entitled to a prorated Operating Income Performance Share Number. For each component, 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 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.
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(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 the 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. Section 6(b) does not apply to you if you are employed in the State of California. 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). You are advised to consult with an attorney before entering into these Restrictive Covenants.
(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 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)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, within the United States:
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(i)induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere adversely with the relationship between any such employee and the Company Group;
(ii)induce or attempt to induce any employee of the Company Group to work for, render services to, provide advice to, or supply Confidential Information of the Company Group to any third Person;
(iii)employ, or otherwise pay for services rendered by, any employee of the 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 the Company Group to cease doing business with the 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 the 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 the Company Group to carry out any such activity.
(c)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.
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
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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.
(d)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.
(e)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.
(f)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
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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).
(g)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 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.
(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.
(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 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.
(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.
(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.
(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.
(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.
(ii)Taxes. You are liable 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).
(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
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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 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 Restricted Stock Units 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 Units 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 the end of the Performance Period 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.
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(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 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;
(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
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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 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
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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.
(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
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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.
(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 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.
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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 5, 2026 | /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 5, 2026 | /s/ MATTHEW BILUNAS | ||||
| Matthew Bilunas | |||||
| Senior Executive Vice President, Chief Financial Officer & Enterprise Strategy | |||||
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 May 2, 2026 (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 5, 2026 | /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 May 2, 2026 (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 5, 2026 | /s/ MATTHEW BILUNAS | ||||||
| Matthew Bilunas | ||||||||
| Senior Executive Vice President, Chief Financial Officer & Enterprise Strategy | ||||||||