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Shareholders' Equity | 12 Months Ended
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Jan. 28, 2023
Shareholders' Equity [Abstract] |
Shareholders' Equity | 9. Shareholders’ Equity Stock Compensation Plans The Best Buy Co., Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”) approved by shareholders in June 2020 authorizes us to issue up to 18.6 million shares plus the remaining unused shares available for issuance under the Best Buy Co., Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”). In addition, shares subject to any outstanding awards under our prior stock incentive plans that are forfeited, cancelled or reacquired by the Company are available for reissuance under the 2020 Plan. The 2014 Plan was terminated as to the grant of any additional awards, but prior awards remain outstanding and continue to vest in accordance with the original terms of such plan. ‎ The 2020 Plan authorizes us to grant or issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards. We have not granted incentive stock options. Under the terms of the 2020 Plan, awards may be granted to our employees, officers, advisers, consultants and directors. Awards issued under the 2020 Plan vest as determined by the Compensation and Human Resources Committee of our Board of Directors (“Board”) at the time of grant. Dividend equivalents accrue on restricted stock and restricted stock units during the vesting period, are forfeitable prior to the vesting date and are settled in shares of our common stock at the vesting or distribution date. As of January 28, 2023, a total of 16.4 million shares were available for future grants under the 2020 Plan. Stock-based compensation expense was as follows ($ in millions):
| 2023 |  | 2022 |  | 2021
Share awards: |  |  |  |  |  |  |  |  |  |  |
Time-based | $ | 121 |  |  | $ | 109 |  |  | $ | 99 |
Performance-based |  | - |  |  |  | 17 |  |  |  | 21 |
Market-based |  | 14 |  |  |  | 12 |  |  |  | 11 |
Stock options |  | 3 |  |  |  | 3 |  |  |  | 4 |
Stock-based compensation expense |  | 138 |  |  |  | 141 |  |  |  | 135 |
Income tax benefits |  | 27 |  |  |  | 26 |  |  |  | 25 |
Stock-based compensation expense, net of tax | $ | 111 |  |  | $ | 115 |  |  | $ | 110 |
Time-Based Share Awards Time-based share awards vest solely upon continued employment, generally 33% on each of the three annual anniversary dates following the grant date. Time-based share awards to directors vest one year from the date of grant. Information on our time-based share awards was as follows (shares in thousands):
Time-Based Share Awards | Shares |  | Weighted-Average Fair Value per Share
Outstanding as of January 29, 2022 | 3,396 |  |  | $ | 80.30 |
Granted | 1,674 |  |  | $ | 98.05 |
Vested and distributed | (1,642) |  |  | $ | 75.55 |
Forfeited | (382) |  |  | $ | 92.16 |
Outstanding as of January 28, 2023 | 3,046 |  |  | $ | 90.96 |
The total fair value vested and distributed during fiscal 2023, fiscal 2022 and fiscal 2021 was $159 million, $194 million and $145 million, respectively. The actual tax benefits realized for the tax deductions related to vesting in fiscal 2023, fiscal 2022 and fiscal 2021 was $33 million, $41 million and $33 million, respectively. As of January 28, 2023, there was $149 million of unrecognized compensation expense related to non-vested time-based share awards that we expect to recognize over a weighted-average period of 1.8 years. Performance-Based Share Awards Performance-based share awards generally vest upon the achievement of company performance goals based upon compound annual growth in enterprise revenue (“CAGR”) or attainment of net earnings (“adjusted net earnings”). The number of shares of common stock that could be distributed at the end of the three-year CAGR-incentive period may range from 0% to 150% of each share granted (“target”). Shares are granted at 100% of target. Awards based on adjusted net earnings vest 33% on each of the three annual anniversary dates following the grant date if the adjusted net earnings goal has been met. Information on our performance-based share awards was as follows (shares in thousands):
Performance-Based Share Awards | Shares |  | Weighted-Average Fair Value per Share
Outstanding as of January 29, 2022 | 673 |  |  | $ | 68.40 |
Granted | 31 |  |  | $ | 85.19 |
Adjustment for performance achievement | 30 |  |  | $ | 68.91 |
Distributed | (424) |  |  | $ | 70.71 |
Forfeited | (22) |  |  | $ | 60.48 |
Outstanding as of January 28, 2023 | 288 |  |  | $ | 67.36 |
The total fair value distributed during fiscal 2023, fiscal 2022 and fiscal 2021 was $37 million, $43 million and $28 million, respectively. The actual tax benefits realized for the tax deductions related to distributions in fiscal 2023, fiscal 2022 and fiscal 2021 were $3 million, $3 million and $5 million, respectively. As of January 28, 2023, there was $2 million of unrecognized compensation expense related to non-vested performance-based share awards that we expect to recognize over a weighted-average period of 1.2 years. Market-Based Share Awards Market-based share awards vest at the end of a three-year incentive period based upon our total shareholder return ("TSR") compared to the TSR of companies that comprise Standard & Poor's 500 Index. The number of shares of common stock that could be distributed at the end of the three-year TSR-incentive period may range from 0% to 150% of each share granted (“target”). Shares are granted at 100% of target. Information on our market-based share awards was as follows (shares in thousands):
Market-Based Share Awards | Shares |  | Weighted-Average Fair Value per Share
Outstanding as of January 29, 2022 | 524 |  |  | $ | 80.78 |
Granted | 227 |  |  | $ | 112.62 |
Adjustment for performance achievement | 9 |  |  | $ | 72.87 |
Distributed | (211) |  |  | $ | 72.87 |
Forfeited | (35) |  |  | $ | 91.31 |
Outstanding as of January 28, 2023 | 514 |  |  | $ | 96.61 |
The total fair value distributed during fiscal 2023, fiscal 2022 and fiscal 2021 was $18 million, $27 million and $37 million, respectively. The actual tax benefits realized for the tax deductions related to distributions in fiscal 2023, fiscal 2022 and fiscal 2021 was $2 million, $3 million and $8 million, respectively. As of January 28, 2023, there was $21 million of unrecognized compensation expense related to non-vested market-based share awards that we expect to recognize over a weighted-average period of 1.7 years. Stock Options Our outstanding stock options have a 10-year term and generally vest 33% on each of the three annual anniversary dates following the grant date. Information on our stock options was as follows:
| Stock Options ‎(in thousands) |  | Weighted-Average ‎ Exercise Price ‎per Share |  | Weighted-Average ‎ Remaining Contractual Term ‎(in years) |  | Aggregate ‎Intrinsic Value ‎(in millions)
Outstanding as of January 29, 2022 | 835 |  |  | $ | 57.39 |  |  |  |  |  |  |  |  |
Exercised | (112) |  |  | $ | 34.83 |  |  |  |  |  |  |  |  |
Forfeited | (3) |  |  | $ | 51.63 |  |  |  |  |  |  |  |  |
Outstanding as of January 28, 2023 | 720 |  |  | $ | 60.91 |  |  |  | 5.6 |  |  | $ | 17 |
Vested or expected to vest as of January 28, 2023 | 720 |  |  | $ | 60.91 |  |  |  | 5.6 |  |  | $ | 17 |
Exercisable as of January 28, 2023 | 368 |  |  | $ | 54.94 |  |  |  | 4.9 |  |  | $ | 11 |
No stock options were granted in fiscal 2023 or fiscal 2022. The weighted-average grant-date fair value of stock options granted during fiscal 2021 was $19.89 per share. The aggregate intrinsic value of our stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during fiscal 2023, fiscal 2022 and fiscal 2021 was $6 million, $19 million and $21 million, respectively. As of January 28, 2023, there was less than $1 million of unrecognized compensation expense related to stock options that we expect to recognize over a weighted-average period of 0.2 years. Net cash proceeds from the exercise of stock options were $4 million, $18 million and $20 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. There was $1 million, $2 million and $5 million of income tax benefits realized from stock option exercises in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. We estimated the fair value of each stock option on the date of grant using a lattice valuation model with the following assumptions:
Valuation Assumptions | 2021
Risk-free interest rate(1) |  | 0.1 | % | - | 0.9 | %
Expected dividend yield |  | 2.9 | %
Expected stock price volatility(2) |  | 56 | %
Expected life of stock options (in years)(3) |  | 6.3 |
(1)Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options. (2)In projecting expected stock price volatility, we consider both the historical volatility of our stock price as well as implied volatilities from exchange-traded options on our stock. (3)Estimated based upon historical experience. Earnings per Share We compute our basic earnings per share based on the weighted-average number of common shares outstanding, and our diluted earnings per share based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive securities include stock options and non-vested share awards. Non-vested market-based share awards and non-vested performance-based share awards are included in the average diluted shares outstanding each period if established market or performance criteria have been met at the end of the respective periods. As of January 28, 2023, options to purchase common stock were all in-the-money and outstanding as follows (shares in millions):
| Exercisable |  | Unexercisable |  | Total
| Shares |  | % |  | Weighted- ‎Average Price ‎per Share |  | Shares |  | % |  | Weighted- ‎Average Price ‎per Share |  | Shares |  | % |  | Weighted- ‎Average Price ‎per Share
In-the-money | 0.4 |  |  | 51% |  | $ | 54.94 |  |  | 0.3 |  |  | 49% |  | $ | 67.13 |  |  | 0.7 |  |  | 100% |  | $ | 60.91 |
Reconciliations of the numerators and denominators of basic and diluted earnings per share were as follows ($ and shares in millions, except per share amounts):
| 2023 |  | 2022 |  | 2021
Numerator |  |  |  |  |  |  |  |  |  |  |
Net earnings | $ | 1,419 |  |  | $ | 2,454 |  |  | $ | 1,798 |
Denominator |  |  |  |  |  |  |  |  |  |  |
Weighted-average common shares outstanding |  | 224.8 |  |  |  | 246.8 |  |  |  | 259.6 |
Dilutive effect of stock compensation plan awards |  | 0.9 |  |  |  | 2.5 |  |  |  | 3.4 |
Weighted-average common shares outstanding, assuming dilution |  | 225.7 |  |  |  | 249.3 |  |  |  | 263.0 |
Potential shares which were anti-dilutive and excluded from weighted-average share computations |  | 0.7 |  |  |  | 0.1 |  |  |  | - |
Basic earnings per share | $ | 6.31 |  |  | $ | 9.94 |  |  | $ | 6.93 |
Diluted earnings per share | $ | 6.29 |  |  | $ | 9.84 |  |  | $ | 6.84 |
Repurchase of Common Stock On February 28, 2022, our Board approved a $5.0 billion share repurchase program, which replaced the $5.0 billion share repurchase program authorized on February 16, 2021. The program had $4,125 million remaining available for repurchases as of January 28, 2023. There is no expiration date governing the period over which we can repurchase shares under this authorization. Information regarding the shares we repurchased and retired was as follows ($ and shares in millions, except per share amounts):
| 2023 |  | 2022 |  | 2021
Total cost of shares repurchased | $ | 1,001 |  |  | $ | 3,504 |  |  | $ | 318 |
Average price per share | $ | 84.78 |  |  | $ | 108.97 |  |  | $ | 102.63 |
Number of shares repurchased and retired |  | 11.8 |  |  |  | 32.2 |  |  |  | 3.1 |

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