This document announces the 2006 Regular Meeting of Shareholders of Best Buy Co., Inc. to be held on June 21, 2006 at their corporate campus. The meeting will address three items of business: 1) Electing four Class 1 directors to serve two-year terms on the board, 2) Ratifying the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year, and 3) Any other business that may properly come before the meeting. Shareholders as of April 24, 2006 are eligible to vote, and may do so by proxy via mail, phone or internet in advance of the meeting or in person at the meeting.

1. BEST BUY CO., INC.
7601 Penn Avenue South
Richfield, Minnesota 55423
NOTICE OF 2006 REGULAR MEETING OF SHAREHOLDERS
Time: 9:30 a.m., Central Daylight Time, on Wednesday, June 21, 2006
Place: Best Buy Corporate Campus — Theater
7601 Penn Avenue South
Richfield, Minnesota 55423
Items of
Business: 1. To elect four Class 1 directors to serve on our Board of Directors for a term of two years.
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the current fiscal year.
3. To transact such other business as may properly come before the meeting.
Record Date: You may vote if you were a shareholder of record of Best Buy Co., Inc. as of the close of business on
Monday, April 24, 2006.
Proxy Voting: Your vote is important. You may vote via proxy:
1. By visiting www.proxyvote.com on the Internet;
2. By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or
3. By signing and returning the enclosed proxy card.
Regardless of whether you expect to attend the meeting in person, please vote your shares in one of the three ways
outlined above.
By Order of the Board of Directors
Minneapolis, Minnesota Elliot S. Kaplan
May 18, 2006 Secretary
Help us make a difference by eliminating paper proxy mailings to your home or business. With your consent, we will provide all future
proxy voting materials and annual reports to you electronically. You may enroll for electronic delivery of future Best Buy shareholder
materials at www.BestBuy.com — select the “For Our Investors” link and then the “Click Here to Enroll” link. Your consent to receive
shareholder materials electronically will remain in effect until canceled by you.

2. TABLE OF CONTENTS
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Voting Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proxy Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CORPORATE GOVERNANCE AT BEST BUY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Board Meetings and Attendance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Director Nomination Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Executive Sessions of Non-Management Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Communications With the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Director Orientation and Continuing Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Directors’ Stock Option Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Voting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Voting Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Nominees and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Compensation and Human Resources Committee Report on Executive Compensation . . . . . . . . . . . . . . . 19
Summary Compensation Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Stock Option Grants in Fiscal 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Option Exercises During Fiscal 2006 and Value of Options at End of Fiscal 2006 . . . . . . . . . . . . . . . . . . 26
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Deferred Compensation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
BEST BUY STOCK COMPARATIVE PERFORMANCE GRAPH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Change in Certifying Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Pre-Approval Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ITEM OF BUSINESS NO. 2 — RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Board Voting Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
PROPOSALS FOR THE NEXT REGULAR MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2

3. BEST BUY CO., INC.
7601 Penn Avenue South
Richfield, Minnesota 55423
PROXY STATEMENT
REGULAR MEETING OF SHAREHOLDERS — JUNE 21, 2006
GENERAL INFORMATION
This proxy statement is furnished in connection with the Who may vote?
solicitation of proxies by the Best Buy Co., Inc. (“Best
In order to vote at the Meeting, you must be a
Buy” or “we” or “us”) Board of Directors (the “Board”) to
shareholder of record of Best Buy as of the April 24,
be voted at our 2006 Regular Meeting of Shareholders
2006, record date for the Meeting. If your shares are
(the “Meeting”) to be held on Wednesday, June 21,
held in “street name” (that is, through a bank, broker or
2006, at 9:30 a.m., Central Daylight Time, at the Best
other nominee), you will receive instructions from the
Buy Corporate Campus Theater, 7601 Penn Avenue
shareholder of record that you must follow in order for
South, Richfield, Minnesota, or at any postponement or
your shares to be voted as you choose.
adjournment of the Meeting. The mailing of proxy
When is the record date?
materials to shareholders will commence on or about
May 18, 2006. The Board has established April 24, 2006, as the record
date for the Meeting.
Background
How many shares of Best Buy Common Stock are
What is the purpose of the Meeting? outstanding?
At the Meeting, shareholders will vote on the items of As of the record date, there were 485,671,318 shares of
business outlined in the Notice of 2006 Regular Meeting Best Buy Common Stock outstanding. There are no other
of Shareholders (the “Notice”), included as the cover classes of capital stock outstanding.
page to this proxy statement. In addition, management
will report on our business and respond to questions from Voting Procedure
shareholders.
On what items of business am I voting?
Why am I receiving this proxy statement and a proxy
You are being asked to vote on the following items of
card?
business:
You are receiving this proxy statement and a proxy card
• The election of four Class 1 directors for a term
because you owned shares of Best Buy Common Stock as
of two years;
of the record date for the Meeting and are entitled to
vote on the items of business at the Meeting. This proxy • The ratification of the appointment of Deloitte &
statement describes the items that will be voted on at the Touche LLP as our independent registered public
Meeting and provides information on these items so that accounting firm for the current fiscal year; and
you can make an informed decision.
• Such other business as may properly come before
the Meeting.
3

4. How do I vote? described in the Notice, the Proxy Agents will vote the
shares subject to your proxy at their discretion.
If you are a shareholder of record (those whose shares
are owned in their name and not in “street name”), you How many votes do I have?
may vote:
You have one vote for each share you own, and you can
• Via the Internet at www.proxyvote.com; vote those shares for each item of business to be
addressed at the Meeting.
• By telephone (within the U.S. or Canada) toll-free
at 1-800-690-6903; How many shares must be present to hold a valid
Meeting?
• By signing and returning the enclosed proxy card; or
For us to hold a valid Meeting, we must have a quorum,
• By attending the Meeting and voting in person.
which means that a majority of the outstanding shares of
If you wish to vote by Internet or telephone, you must do our Common Stock that are entitled to vote are present
so before 11:59 P.M. Eastern Daylight Time on June 20, at the Meeting. Your shares will be counted as present at
2006. After that time, Internet and telephone voting will the Meeting if you:
not be permitted and a shareholder wishing to vote, or
• Vote via the Internet or by telephone;
revoke an earlier proxy, after such time must submit a
signed proxy card or vote in person. • Properly submit a proxy card (even if you do not
provide voting instructions); or
We encourage you to take advantage of the option to
vote your shares electronically through the Internet or by • Attend the Meeting and vote in person.
telephone. Doing so will result in cost savings for us.
How many votes are required to approve an item of
“Street name” shareholders who wish to vote at the business?
Meeting will need to obtain a proxy form from the
Pursuant to our Amended and Restated Bylaws, each item
institution that holds their shares of record.
of business to be voted on at the Meeting requires the
How are my voting instructions carried out? affirmative vote by the holders of a majority of the shares
of Best Buy Common Stock present at the Meeting and
When you vote via proxy, you appoint Richard M. Schulze
entitled to vote. The election of directors and the
and Elliot S. Kaplan (the “Proxy Agents”) as your
ratification of the appointment of Deloitte & Touche LLP
representatives at the Meeting. The Proxy Agents will vote
as our independent registered public accounting firm are
your shares at the Meeting, or at any postponement or
“routine” matters under New York Stock Exchange
adjournment of the Meeting, as you have instructed them
(“NYSE”) rules. The NYSE rules allow brokerage firms to
on the proxy card. If you return a properly executed proxy
vote their clients’ shares on routine matters if the clients
card without specific voting instructions, the Proxy Agents
do not provide voting instructions.
will vote your shares in accordance with the Board’s
recommendations. With proxy voting, your shares will be If your brokerage firm votes your shares on these matters
voted whether or not you attend the Meeting. Even if you because you do not provide voting instructions, your
plan to attend the Meeting, it is advisable to vote your shares will be counted for purposes of establishing a
shares via proxy in advance of the Meeting in case your quorum to conduct business at the Meeting and in
plans change. determining the number of shares voted for or against the
routine matter. If your brokerage firm lacks discretionary
If an item comes up for vote at the Meeting, or at any
voting power with respect to an item that is not a routine
postponement or adjournment of the Meeting, that is not
matter and you do not provide voting instructions (a
“broker non-vote”), your shares will be counted for
4

5. purposes of establishing a quorum to conduct business at Who will pay for the cost of soliciting proxies?
the Meeting, but will not be counted in determining the
We pay all of the costs of preparing, printing and
number of shares voted for or against the matter.
distributing proxy materials. We will reimburse brokerage
Abstentions are counted as present and entitled to vote
firms, banks and other representatives of shareholders for
for purposes of determining a quorum and will have the
reasonable expenses incurred as defined in the NYSE
same effect as votes against a proposal.
schedule of charges.
What if I change my mind after I vote via proxy?
How can multiple shareholders sharing the same address
You may revoke your proxy at any time before your request to receive only one set of proxy materials and
shares are voted by: other investor communications?
• Submitting a later-dated proxy prior to the Please indicate on your proxy card under “Householding
Meeting (by mail, Internet or telephone); Election” if you consent to receive future proxy materials
and other investor communications in a single package
• Voting in person at the Meeting; or
per address. This practice, known as “householding,” is
• Providing written notice to Best Buy’s Secretary at designed to reduce our printing and postage costs. Once
our principal office. we receive your consent, we will send a single package
per household until you revoke your consent by notifying
Where can I find the voting results of the Meeting?
our Investor Relations Department at 7601 Penn Avenue
We will announce the preliminary voting results at the South, Richfield, MN 55423. We will start sending you
Meeting. We will publish the final voting results in our individual copies of proxy materials and investor
Quarterly Report on Form 10-Q for our second fiscal communications within 30 days of your revocation.
quarter ending August 26, 2006. Our Quarterly Report
Can I receive the proxy materials electronically?
on Form 10-Q is required to be filed with the Securities
and Exchange Commission (“SEC”) within 40 days of the Yes. We are pleased to offer shareholders the choice to
end of our fiscal quarter. receive our proxy materials electronically over the Internet
instead of receiving paper copies through the mail.
Proxy Solicitation Choosing electronic delivery will save us the costs of
printing and mailing these materials. Our fiscal 2006
How are proxies solicited?
annual report and proxy statement are being mailed to
We will request that brokerage firms, banks, other all shareholders who have not already elected to receive
custodians, nominees, fiduciaries and other these materials electronically.
representatives of shareholders forward proxy materials
If you are a shareholder of record and would like to
and annual reports to the beneficial owners of our
receive these materials electronically in the future, you
Common Stock. We expect to solicit proxies primarily by
may enroll for this service on the Internet after you vote
mail, but directors, officers and other employees of Best
your shares in accordance with the instructions for
Buy may also solicit proxies in person, by telephone,
Internet voting set forth on the enclosed proxy card.
through electronic transmission and by facsimile
transmission. Directors and employees of Best Buy do not
receive additional compensation for soliciting
shareholder proxies.
5

6. Additional Information
You may also enroll for electronic delivery of future Best
Buy shareholder materials at any time on our Web site at
How am I affected by the three-for-two stock split?
www.BestBuy.com — select the “For Our Investors” link
On June 23, 2005, our Board of Directors approved a
and then the “Click Here to Enroll” link. As with all
three-for-two stock split. Shareholders of record as of
Internet usage, the user must pay all access fees and
July 13, 2005, received one additional share for every
telephone charges.
two shares owned. The additional shares were distributed
An electronic version of this proxy statement is posted on
on August 3, 2005. All share and per share information
our Web site at www.BestBuy.com — select the “For Our
in this proxy statement reflect this stock split.
Investors” link and then either the “SEC Filings” link or
the “Corporate Governance” link.
Where can I find additional information about Best Buy?
Our Annual Report to Shareholders, our reports on Forms
10-K, 10-Q and 8-K, and other publicly available information
should be consulted for other important information about
Best Buy. You can also find additional information about Best
Buy on our Web site at www.BestBuy.com.
CORPORATE GOVERNANCE AT BEST BUY
The Board is elected by the shareholders to oversee our • Compensation and Human Resources
business and affairs. In addition, the Board advises Committee;
management regarding a broad range of subjects
• Nominating, Corporate Governance and Public
including Best Buy strategies and operating plans.
Policy Committee; and
Members of the Board monitor and evaluate our business
• Strategic Growth and Financial Planning
performance through regular communication with our
Committee
Chief Executive Officer and other members of
management, and by attending Board meetings and • Strategic Growth - Component I (formerly
Board committee meetings. Long-Range and Strategic Planning
Committee)
The Board values effective corporate governance and
adherence to high ethical standards. As such, the Board • Financial Planning - Component II (formerly
has adopted Corporate Governance Principles for our Finance and Investment Policy Committee).
directors and our Code of Business Ethics, both of which
The charters of the Audit Committee, Compensation and
are posted on our Web site at www.BestBuy.com —
Human Resources Committee, and Nominating,
select the “For Our Investors” link and then the
Corporate Governance and Public Policy Committee are
“Corporate Governance” link.
posted on our Web site at www.BestBuy.com — select the
“For Our Investors” link and then the “Corporate
Committees of the Board
Governance” link. The charters include information
The Board has the following four committees: regarding the committees’ composition, purpose and
• Audit Committee; responsibilities.
6

7. The Board has determined that all members of the Audit Nominating, Corporate Governance and Public Policy
Committee, Compensation and Human Resources Committee. — This committee discharges the Board’s
Committee, and Nominating, Corporate Governance responsibilities related to general corporate governance,
and Public Policy Committee qualify as independent including Board organization, membership, training and
directors as defined under the SEC and NYSE corporate evaluation. It also reviews and recommends to the Board
governance rules, as applicable. corporate governance principles, presents qualified
individuals for election to the Board, and oversees the
The Board committees have responsibilities as follows:
evaluation of the performance of the Board and its
Audit Committee. — This committee discharges the committees. Finally, this committee oversees matters of
Board’s oversight responsibility to the shareholders and public policy and social responsibility that affect us
the investment community regarding: i) the integrity of domestically and internationally. For additional
our financial statements and financial reporting information regarding our director nomination process,
processes; ii) our internal accounting systems and see Director Nomination Process on page 8.
financial and operational controls; iii) the qualifications
Strategic Growth and Financial Planning Committee -
and independence of our independent registered public
Strategic Growth - Component I. — The Strategic Growth
accounting firm; iv) the performance of our internal audit
component of this committee works with management to
function and our independent registered public
develop our long-range plans. These plans may include
accounting firm; and v) our compliance with ethics
forming strategic alliances, acquiring other companies,
programs, including our Code of Business Ethics, and
diversifying or eliminating product lines, and expanding
legal and regulatory requirements.
into new markets. It also reviews our long-term financial
In carrying out these duties, this committee maintains free objectives and long-term growth concepts. Additional
and open communication between the Board, our information on our strategic planning process is posted
independent registered public accounting firm, our on our Web site at www.BestBuy.com — select the “For
internal auditors and management. This committee meets Our Investors” link and then the “Corporate
with management, our internal audit staff and our Governance” link.
independent registered public accounting firm at least
Strategic Growth and Financial Planning Committee -
quarterly. In addition, this committee conducts quarterly
Financial Planning - Component II. — The Financial
conference calls with management and our independent
Planning component of this committee advises the Board
registered public accounting firm prior to our earnings
regarding our financial policies and financial condition to
releases to discuss quarterly reviews and the fiscal year-
help enable us to achieve our long-range goals. It
end audit.
evaluates and monitors the: i) protection and safety of
Compensation and Human Resources Committee. — The our cash and investments; ii) achievement of reasonable
responsibilities of this committee are to: i) determine and returns on financial assets within acceptable risk
approve our Chief Executive Officer’s compensation and tolerance; iii) maintenance of adequate liquidity to
benefits package; ii) determine and approve executive support our activities; iv) assessment of the cost and
and director compensation; iii) appoint officers at the availability of capital; and v) alignment of our strategic
level of senior vice president and above, other than our goals and financial resources.
Chief Executive Officer; iv) oversee cash and equity-
based incentive compensation and other employee Board Meetings and Attendance
benefit plans; v) oversee our human capital policies and
The Board held four regular meetings and three special
programs; and vi) oversee the development of executive
meetings during the fiscal year ended February 25,
succession plans.
2006.
7

8. Each incumbent director attended, in person or by a formal policy relating to Board member attendance at
telephone, at least 75% of the meetings of both the our regular meetings of shareholders; however, our
Board and Board committees on which he or she served. directors generally attend the meeting each year. Each of
The average attendance by directors at Board and Board the directors attended the 2005 Regular Meeting of
committee meetings was 93%. Our Board does not have Shareholders.
The following table shows the date each committee was established, the number of meetings held in fiscal 2006 and the
names of the directors serving on each committee as of May 1, 2006.
Number of
Meetings
During
Committee Date Established Fiscal 2006 Members
Audit June 1, 1984 10 Hatim A. Tyabji*
Matthew H. Paull
Mary A. Tolan
Frank D. Trestman
Compensation and Human Resources February 13, 1997 10 Frank D. Trestman*
Kathy J. Higgins Victor
Ronald James
Nominating, Corporate Governance and Public Policy February 13, 1997 4 Kathy J. Higgins Victor*
Ronald James
James C. Wetherbe
Strategic Growth and Financial Planning September 21, 2005 3 James C. Wetherbe*
— Strategic Growth - Component I (formerly, Long- Bradbury H. Anderson
Range and Strategic Planning Committee**) Richard M. Schulze
Hatim A. Tyabji
— Financial Planning - Component II (formerly, 6 Elliot S. Kaplan*
Finance and Investment Policy Committee**) Allen U. Lenzmeier
Matthew H. Paull
Mary A. Tolan
* Chairman
** Established February 13, 1997
Director Nomination Process recommended by shareholders, if qualified, will be
considered in the same manner as any other candidate.
The Nominating, Corporate Governance and Public
When appropriate, the committee will also engage an
Policy Committee is responsible for screening and
independent third-party search firm. The committee will
recommending to the full Board director candidates for
then evaluate the resumes of any qualified candidates
nomination. When there is an opening on the Board, the
recommended by shareholders and search firms, as well
Nominating, Corporate Governance and Public Policy
as by members of the Board. Generally, in order to be
Committee will consider nominations received from our
considered for nomination, a candidate must have:
shareholders, provided that proposed candidates meet
the requisite director qualification standards discussed • High professional and personal ethics and
below. When the Board elects to fill a vacancy on the values;
Board, the committee will announce the open position
• A strong record of significant leadership and
and post any additional search criteria on our Web site at
meaningful accomplishments in his or her field;
www.BestBuy.com — select the “For Our Investors” link
• Broad policy-making experience;
and then the “Corporate Governance” link. Candidates
8

9. • The ability to think strategically; or committee fees and certain pension payments
and other deferred compensation;
• Sufficient time to carry out the duties of Board
membership; and • Been an employee of Best Buy;
• A commitment to enhancing shareholder value • Had an immediate family member who was an
and representing the interests of all shareholders. executive officer of Best Buy;
All candidates are evaluated based on these qualification • Worked on (or whose immediate family member
standards and the current needs of the Board. has worked on) our audit as a partner or an
employee of our internal or independent auditor,
Shareholder nominations must be accompanied by a
or is currently a partner or employee of such firm
candidate resume which addresses the extent to which the
(or whose immediate family member is currently
nominee meets the director qualification standards and
a partner of such firm or is employed in the audit,
any additional search criteria posted on our Web site.
assurance or tax compliance practice of such
Nominations will be considered only if we are currently
firm); or
seeking to fill an open director position. All nominations
by shareholders should be submitted as follows: • Been (or whose immediate family member has
been) employed as an executive officer of another
Chairman, Nominating, Corporate Governance
company whose compensation committee within
and Public Policy Committee
the past three years has included a present
c/o Mr. Joseph M. Joyce
executive officer of Best Buy; or
Senior Vice President, General Counsel and
Assistant Secretary — is currently an employee or executive officer (or has an
Best Buy Co., Inc. immediate family member who is an executive officer) of
7601 Penn Avenue South another company that makes payments to Best Buy, or
Richfield, Minnesota 55423 receives payments from Best Buy, for property or services
in an amount which, in any single fiscal year, exceeds the
Director Independence greater of $1 million or 2% of such other company’s
consolidated gross revenues.
With the adoption of its Corporate Governance
Principles, the Board established independence standards Under our director independence standards described
in accordance with the requirements of the SEC and above, the Board has determined that each director, with
NYSE corporate governance rules, as applicable. To be the exception of Messrs. Schulze, Anderson, Lenzmeier
considered independent under the NYSE rules, the Board and Kaplan, is independent. The Board based these
must affirmatively determine that a director or director determinations primarily on a review of the responses of
nominee does not have a material relationship with Best the directors to questions regarding employment and
Buy (directly, or as a partner, shareholder or officer of an compensation history, affiliations, family and other
organization that has a relationship with Best Buy). In relationships, and on discussions with our directors. The
addition, no director or director nominee may be Board also reviewed the relationships between Best Buy
deemed independent if the director or director nominee and companies with which our directors are affiliated and
determined that the relationships of Messrs. James, Paull
— has in the past three years:
and Trestman are not material and do not impair their
• Received (or whose immediate family member independence. For additional information regarding
has received as a result of service as an executive these relationships, see Certain Relationships and Related
officer) more than $100,000 per year in direct Party Transactions on page 30.
compensation from Best Buy, other than director
9

10. In the case of Mr. James, our payment of annual presiding director over the non-management executive
membership dues to the Center for Ethical Business sessions of the Board, are welcome to do so in writing,
Cultures (“CEBC”), a nonprofit organization, was addressed to such person(s) in care of:
deemed not material because such payment represents
Mr. Joseph M. Joyce
only a small portion of the total dues collected by the
Senior Vice President, General Counsel and
organization. Additionally, Mr. James does not provide us
Assistant Secretary
any advisory or consulting services in connection with our
Best Buy Co., Inc.
membership.
7601 Penn Avenue South
Our co-marketing agreement with McDonald’s Richfield, Minnesota 55423
Corporation, of which Mr. Paull serves as corporate
Mr. Joyce will forward all written shareholder
senior executive vice president and chief financial officer,
correspondence to the appropriate Board member(s),
was deemed not material because the value of the
except for spam, junk mail, mass mailings, customer
agreement constitutes less than one-tenth of one percent
complaints or inquiries, job inquiries, surveys, business
of both Best Buy’s and McDonald’s annual consolidated
solicitations or advertisements, or patently offensive or
gross revenues for each of the past three fiscal years. In
otherwise inappropriate material. Mr. Joyce may, at his
addition, Mr. Paull did not participate in negotiating the
discretion, forward certain correspondence, such as
agreement or in executing the final agreement.
customer-related inquiries, elsewhere within Best Buy for
Mr. Trestman’s and his son-in-law’s interest in a review and possible response. Comments or questions
development in which we are negotiating to lease retail regarding Best Buy’s accounting, internal controls or
space was deemed not material because the amount of auditing matters will be referred to members of the Audit
the proposed annual lease payments is less than $1 Committee. Comments or questions regarding the
million and the retail square-footage to be leased nomination of directors and other corporate governance
constitutes less than 15% of the total leaseable square- matters will be referred to members of the Nominating,
footage in the development. In addition, Mr. Trestman is Corporate Governance and Public Policy Committee.
solely a passive partner and has not participated in the
Director Orientation and Continuing Education
negotiations.
Our Nominating, Corporate Governance and Public
Executive Sessions of Non-Management
Policy Committee oversees the orientation and continuing
Directors
education of our directors. Director orientation
In order to promote open discussion among non- familiarizes directors with our strategic plans; significant
management directors, the Board has a policy of financial, accounting and risk management issues;
conducting executive sessions of non-management compliance programs and other controls; policies;
directors in connection with each regularly scheduled principal officers and internal auditors; and our
Board meeting, as requested by any non-management independent registered public accounting firm. The
director. The Secretary, who is a non-management orientation also addresses Board procedures, directors’
director, presides over such executive sessions. responsibilities, Corporate Governance Principles and
our Board committee charters. We also offer continuing
Communications With the Board of Directors education programs to assist the directors in maintaining
their expertise in these areas. In addition, directors have
Shareholders who wish to contact the Board, any
the opportunity to attend commercial director education
individual director, the non-management or independent
seminars related to the director’s committee assignment
directors as a group, or the Secretary who serves as the
or to the work of the Board.
10

11. Compensation of Directors
We compensate our directors for their service with cash and stock options. The compensation of our directors is reviewed
and determined by the Compensation and Human Resources Committee on an annual basis, with consideration given to
industry comparisons of directors’ compensation. Management directors do not receive any cash compensation for their
service as directors. The cash compensation for the fiscal year ended February 25, 2006, for each of our non-
management directors consisted of:
Annual retainer $ 40,000
Annual committee chair retainer (Audit Committee or Compensation and Human Resources Committee) 10,000
Annual committee chair or component chair retainer (all other committees) 5,000
Board meeting attended in person* 2,000
Board meeting attended via conference call 1,000
Committee meeting attended in person 1,000
Committee meeting attended via conference call 500
Note: The annual retainer and the annual committee chair or component chair retainer for non-management directors who serve during
only a portion of a fiscal year is prorated.
* Board members receive an additional $2,000 per day if a meeting extends beyond one day.
The actual cash compensation paid during the fiscal year ended February 25, 2006, to each of our non-management
directors was:
Annual Committee Board Committee
Director Total Retainer Chair Meetings Meetings
Kathy J. Higgins Victor $ 67,000 $ 40,000 $ 5,000 $ 11,000 $ 11,000
Ronald James 59,500 40,000 — 11,000 8,500
Elliott S. Kaplan 61,000 40,000 5,000 11,000 5,000
Matthew H. Paull 58,500 40,000 — 9,000 9,500
Mary A. Tolan 55,500 40,000 — 9,000 6,500
Frank D. Trestman 75,000 40,000 10,000 11,000 14,000
Hatim A. Tyabji 71,000 40,000 10,000 11,000 10,000
James C. Wetherbe 62,500 40,000 5,000 10,000 7,500
11

12. Directors’ Stock Option Plans As of February 25, 2006, directors, including directors
who are employees of Best Buy, had options outstanding
A portion of director compensation is linked to our stock
under the 1997 Directors’ Plan and the 2004 Omnibus
performance in the form of initial and annual stock option
Plan to purchase a total of 1,102,625 shares of Best Buy
grants. On April 18, 2005, we granted each then-serving
Common Stock (including 150,000 options granted
director, other than management directors who are eligible
under the 2004 Omnibus Plan to Allen U. Lenzmeier, our
to participate in Best Buy’s equity-based compensation
Vice Chairman, for his services as an employee) at
plan for employees, an option to purchase 11,250 shares
exercise prices ranging from $1.42 to $36.73 per share.
of Best Buy Common Stock at an exercise price of $32.79
The exercise prices for options granted under the 1997
per share under the Best Buy Co., Inc. 2004 Omnibus
Directors’ Plan and the 2004 Omnibus Plan were based
Stock and Incentive Plan (the “2004 Omnibus Plan”).
on the closing prices of Best Buy Common Stock on the
These options vested immediately upon grant and can
dates of grant, as quoted on the NYSE. During fiscal
generally be exercised over a 10-year period.
2006, non-management directors realized appreciation
The 2004 Omnibus Plan authorized us to issue 1.2 from stock option exercises as follows:
million shares of Best Buy Common Stock to non-
Director Realized Appreciation
management directors. As of February 25, 2006, we had
Kathy J. Higgins Victor $ 409,750
granted options to purchase a total of 101,250 shares of
Matthew H. Paull 111,230
Best Buy Common Stock to non-management directors
Mary A. Tolan 75,405
pursuant to this plan. The 2004 Omnibus Plan
James C. Wetherbe 561,020
terminated and replaced the 1997 Directors’ Non-
Qualified Stock Option Plan (the “1997 Directors’ Plan”).
Options outstanding under the 1997 Directors’ Plan will
expire at the end of their original term.
12

13. ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS
General Information • We have separated the roles of Chairman of the
Board and Chief Executive Officer. Our
Our Amended and Restated Bylaws provide that the
Chairman focuses on Board oversight
Board may consist of a maximum of 13 directors, six of
responsibilities, strategic planning and mentoring
whom are designated as Class 1 directors and seven of
company officers. Our Chairman also
whom are designated as Class 2 directors. Directors are
periodically represents Best Buy at public
elected for a term of two years, and the terms are
functions and actively engages with employees at
staggered so that Class 1 directors are elected in even-
designated company functions. Our Chief
numbered years and Class 2 directors are elected in
Executive Officer focuses on the development
odd-numbered years.
and execution of company strategies.
Board Structure • Our Board is very active and our directors
attended an average of 93% of fiscal 2006
Our Board is committed to having a sound governance
Board and Board committee meetings.
structure that promotes the best interests of all Best Buy
shareholders. To that end, our Board has evaluated and We believe our current Board structure serves the
actively continues to examine emerging corporate interests of shareholders by balancing Board continuity
governance trends and best practices. Shareholder and the promotion of long-term thinking with the need
perspectives play an important role in that process. The for director accountability.
level of importance afforded to shareholder perspectives
Voting Information
by our Board is evident upon a closer review of the
Board’s governance structure. Some key points regarding
You may vote for all, some or none of the nominees to
that structure are as follows:
be elected to the Board. However, you may not vote for
• We believe that a two-year term structure allows more individuals than the number nominated. Each of the
our directors to have a longer-term orientation to nominees has agreed to continue serving as a director if
our business and encourages long-term, strategic elected. However, if any nominee becomes unwilling or
thinking. At the same time, this structure holds unable to serve and the Board elects to fill the vacancy,
our directors accountable to shareholders, as the the Proxy Agents named in the proxy will vote for an
entire Board is subject to re-election as early as alternative person nominated by the Board. Our
53 weeks from any Regular Meeting of Amended and Restated Articles of Incorporation prohibit
Shareholders. Moreover, we believe that the two- cumulative voting, which means you can vote only once
year term promotes continuity and fosters an for any nominee. The affirmative vote of a majority of the
appropriate “institutional memory” among Board shares present and entitled to vote at the Meeting is
members. required to elect each director nominee.
• Our Board is predominantly independent. Of our IF YOU RETURN A PROXY CARD THAT IS PROPERLY
11 directors, only three are Best Buy employees SIGNED BUT YOU HAVE NOT MARKED YOUR VOTE,
(including our Chairman of the Board, who is a THAT PROXY WILL BE VOTED TO ELECT ALL OF THE
founder of Best Buy and a major shareholder). NOMINEES.
Further, the Board has affirmatively determined
that seven of its 11 directors are independent
under SEC and NYSE corporate governance
rules, as applicable.
13

14. Board Voting Recommendation Kathy J. Higgins Victor, 49, has
been a director since
Management and the Board recommend that
November 1999. Since 1994, she
shareholders vote FOR the re-election of Bradbury H.
has been president of Centera
Anderson, Kathy J. Higgins Victor, Allen U. Lenzmeier
Corporation, an executive
and Frank D. Trestman as Class 1 directors. If elected,
development and leadership
each will hold office until the election of directors at the
coaching firm she founded which is
2008 Regular Meeting of Shareholders and until his or located in Minneapolis, Minnesota.
her successors have been duly elected and qualified, or From 1991 to 1994, she was the senior vice president
until his or her earlier death, resignation or removal. All of human resources at Northwest Airlines, Inc., and prior
of the nominees are currently members of the Board. to that held senior executive positions at The Pillsbury
Company and Burger King Corporation. She is on the
Nominees and Directors board of trustees of the University of St. Thomas.
Allen U. Lenzmeier, 62, has been a
There are no family relationships among the nominees or
director since February 2001 and is
between any nominee and any of our other directors.
currently our Vice Chairman,
On December 14, 2005, James C. Wetherbe, a Class 1 serving on a part-time basis to
director, notified our Chairman of the Board that he support our international expansion.
would not stand for re-election at the Meeting. Prior to his promotion to his current
Dr. Wetherbe intends to serve the remainder of his term position, he served in various
as a director through the Meeting date. The Board is capacities since joining us in 1984,
currently seeking a new director to fill an opening on the including as President and Chief Operating Officer from
2002 to 2004, and as President of Best Buy Retail
Board and has engaged Heidrick & Struggles
Stores from 2001 to 2002. He serves on the board of
International, Inc. to assist in the search.
UTStarcom, Inc. He is also a national trustee for the
Boys and Girls Clubs of America and serves on its Twin
Nominees for Class 1 Directors
Cities board of directors, and serves on the board of the
(ages as of February 25, 2006)
Catholic Community Foundation of the Archdiocese of
St. Paul and Minneapolis.
Bradbury H. Anderson, 56, has
been a director since August 1986 Frank D. Trestman, 71, has been a
and is currently our Vice Chairman director since December 1984.
and Chief Executive Officer. He Since 1989, he has been president
assumed the responsibility of Chief of Trestman Enterprises, an
Executive Officer in June 2002, investment and business
having previously served as development firm in Minneapolis,
President and Chief Operating Minnesota, and chairman of The
Avalon Group, a real estate
Officer since April 1991. He has been employed in
various capacities with us since 1973. In addition, he development partnership in Minneapolis. From 1987 to
serves on the board of the Retail Industry Leaders 1989, he was a consultant to McKesson Corporation, a
Association, as well as on the boards of the American distributor of pharmaceutical products, and medical
Film Institute, Junior Achievement, Minnesota Public supplies and equipment. From 1983 to 1987, he was
Radio and Waldorf College. chairman of the board and chief executive officer of Mass
Merchandisers, Inc., a distributor of non-food products to
retailers in the grocery business. He is also on the board
of trustees of the Harry Kay Foundation.
14

15. Richard M. Schulze, 65, is a founder
Class 2 Directors — Terms expire in 2007
of Best Buy. He has been an officer
(ages as of February 25, 2006)
and director from our inception in
Ronald James, 55, has been a
1966 and currently is Chairman of
director since May 2004. Since
the Board. Effective in June 2002, he
2000, he has served as president
relinquished the duties of Chief
and chief executive officer of the
Executive Officer. He had been our
Center for Ethical Business Cultures
principal executive officer for more
in Minneapolis, Minnesota, which
than 30 years. He is on the board of
assists business leaders in building
trustees of the University of St. Thomas, chairman of its
ethical and profitable business
Executive and Institutional Advancement Committee, and a
cultures at the enterprise, community
member of its Board Affairs Committee. Mr. Schulze is also
and global levels. From 1996 to 1998, he was president
chairman of the board of governors of the University of
and chief executive officer of the Human Resources
Group, a division of Ceridian Corporation in St. Thomas Business School.
Minneapolis. From 1971 to 1996, he was employed by
Mary A. Tolan, 45, has been a
U.S. West Communications, Inc. (now Qwest), most
director since May 2004. She is chief
recently serving as Minnesota’s top executive officer. He
executive officer of Accretive Health,
serves on the boards of Tamarack Funds, an investment
a patient access and revenue cycle
fund of RBC Dain Rauscher, Inc.; Bremer Financial
service company for health care
Corporation; and Allina Hospitals and Clinics. He is a
providers located in Chicago,
former director of St. Paul Companies (now St. Paul
Illinois. Prior to joining Accretive
Travelers), Ceridian Corporation and Automotive
Health in November 2003, she was
Industries. Finally, Mr. James serves on the boards of
the Greater Twin Cities United Way, the St. Paul a partner at Accenture Ltd, a global management
Travelers Foundation and the Guthrie Theater. consulting, technology services and outsourcing
company, holding the positions of corporate
Elliot S. Kaplan, 69, has been a
development officer and group chief executive among
director and Secretary since
others. She serves on the council for the Graduate School
January 1971. Since 1961, he has
of Business at the University of Chicago, the board of the
been an attorney with the law firm
Lyric Opera in Chicago and the board of Willow, Inc.
of Robins, Kaplan, Miller & Ciresi
L.L.P., Minneapolis, Minnesota, Hatim A. Tyabji, 60, has been a
which serves as our primary outside director since April 1998. Since
general counsel. He is also a July 2001, he has been executive
director of infoUSA, Inc. and an owner and director of chairman of Bytemobile, Inc., a
the Bank of Naples in Naples, Florida. In addition, he wireless Internet infrastructure
serves on the board of trustees of The Minneapolis provider in Mountain View,
Institute of Arts and the Executive Committee of the California. From 1998 to 2000, he
University of Minnesota Foundation. served as chairman and chief
executive officer of Saraïde, Inc., a provider of Internet
Matthew H. Paull, 54, has been a
and wireless data services; and from 1986 to 1998, as
director since September 2003. He is
corporate senior executive vice president and chief executive officer (and as chairman
president and chief financial officer for from 1992 until 1998) of VeriFone, Inc., a global
McDonald’s Corporation. Prior to transaction automation enterprise. He is chairman of
joining McDonald’s Corporation in DataCard Group, and a director of Merchant e-Solutions
1993, he was a partner at Ernst & and eFunds. He also serves as Ambassador at Large for
Young LLP, specializing in international Benchmark Capital.
tax.
15

16. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table provides information about the number of shares of Best Buy Common Stock beneficially owned as of
February 25, 2006, by our Chairman of the Board, our Chief Executive Officer and each of our four other most highly
compensated executive officers during the most recent fiscal year. The table provides similar information for each director
including the director nominees, all directors and executive officers as a group, and each person we know who
beneficially owns more than 5% of the outstanding shares of Best Buy Common Stock:
Number of Shares Percent of Shares
(1)
Name and Address Beneficially Owned Beneficially Owned
76,345,654(2)
Richard M. Schulze 15.67%
Founder and Chairman of the Board
5,085,608(3)
Bradbury H. Anderson 1.04%
Vice Chairman, Chief Executive Officer and Director
2,640,009(4)
Allen U. Lenzmeier *
Vice Chairman and Director
249,066(5)
Brian J. Dunn *
President and Chief Operating Officer
224,850(6)
Robert A. Willett *
Chief Executive Officer — Best Buy International
236,229(7)
Darren R. Jackson *
Executive Vice President — Finance and Chief Financial Officer
39,480(8)
Kathy J. Higgins Victor *
Director
25,000(9)
Ronald James *
Director
227,148(10)
Elliot S. Kaplan *
Secretary and Director
24,669(11)
Matthew H. Paull *
Director
22,500(12)
Mary A. Tolan *
Director
240,625(13)
Frank D. Trestman *
Director
104,250(14)
Hatim A. Tyabji *
Director
62,700(15)
James C. Wetherbe *
Director
87,793,705(16)
All directors and executive officers, as a group (28 individuals) 17.81%
84,557,450(17)
Capital Research and Management Co. 17.43%
333 South Hope Street
Los Angeles, CA 90071
52,094,414(18)
FMR Corp. 10.74%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
* Less than 1%.
16

17. (1) The business address for all directors and executive officers is 7601 Penn Avenue South, Richfield, Minnesota 55423.
(2) The figure represents (a) 272,893 outstanding shares owned by Mr. Schulze; (b) 70,430,622 outstanding shares registered in the
name of Mr. Schulze and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Schulze; (c) 2,061 outstanding
shares held in Mr. Schulze’s individual retirement account; (d) 1,326,769 outstanding shares registered in the name of Mr. Schulze
and a co-trustee, and held by them as trustees of the Sandra Schulze Revocable Trust dated June 14, 2001; (e) 950,169
outstanding shares held by a limited partnership of which Mr. Schulze is the sole general partner (Mr. Schulze has disclaimed
beneficial ownership of these shares except to the extent of his monetary interest therein); (f) 252,312 outstanding shares held by a
limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner (Mr. Schulze has
disclaimed beneficial ownership of these shares except to the extent of his monetary interest therein); (g) 31,672 outstanding shares
held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner (Mr. Schulze has
disclaimed beneficial ownership of these shares except to the extent of his monetary interest therein); (h) 9,150 outstanding shares
registered in the name of Mr. Schulze and held by him as trustee of trusts for the benefit of the children of Mr. Schulze’s spouse
(Mr. Schulze has disclaimed beneficial ownership of these shares); (i) 1,728 outstanding shares held by Mr. Schulze’s spouse
(Mr. Schulze has disclaimed beneficial ownership of these shares); (j) 693,325 outstanding shares registered in the name of two
independent co-trustees, and held by them as trustees of a trust for the benefit of the grandchildren of Mr. Schulze and his spouse
(Mr. Schulze has disclaimed beneficial ownership of these shares); (k) 344,418 outstanding shares owned by The Richard M.
Schulze Family Foundation, of which Mr. Schulze is the sole director; (l) 73,035 outstanding shares registered in the name of
JPMorgan Chase Bank (the “Trustee”), and held by the Trustee in connection with Best Buy’s Retirement Savings Plan for the benefit
of Mr. Schulze; and (m) options to purchase 1,957,500 shares, which he could exercise within 60 days of February 25, 2006.
(3) The figure represents (a) 1,508,652 outstanding shares owned by Mr. Anderson; (b) 337,839 outstanding shares held by a limited
partnership of which a limited liability company owned by Mr. Anderson and his spouse is the sole general partner and of which
Mr. Anderson and his spouse are limited partners individually; (c) 169,940 outstanding shares registered in the name of
Mr. Anderson and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Anderson; (d) 169,940 outstanding
shares registered in the name of Mr. Anderson’s spouse and a co-trustee, and held by them as trustees of a trust for the benefit of
Mr. Anderson’s spouse (Mr. Anderson has disclaimed beneficial ownership of these shares); (e) 1,800 outstanding shares
registered in the name of Mr. Anderson and held by him as custodian for the benefit of his children (Mr. Anderson has disclaimed
beneficial ownership of these shares); (f) 11,812 outstanding shares registered in the name of the Trustee, and held by the Trustee
in connection with Best Buy’s Retirement Savings Plan for the benefit of Mr. Anderson; and (g) options to purchase 2,885,625
shares, which he could exercise within 60 days of February 25, 2006.
(4) The figure represents (a) 1,661,934 outstanding shares owned by Mr. Lenzmeier; (b) 72,450 outstanding shares held by a private
foundation of which Mr. Lenzmeier and his spouse are the sole directors and officers; and (c) options to purchase 905,625 shares,
which he could exercise within 60 days of February 25, 2006.
(5) The figure represents (a) 5,965 outstanding shares owned by Mr. Dunn; (b) 16,500 outstanding shares of restricted stock with
performance-based vesting; (c) 13,216 outstanding shares registered in the name of the Trustee, and held by the Trustee in
connection with Best Buy’s Retirement Savings Plan for the benefit of Mr. Dunn; and (d) options to purchase 213,385 shares, which
he could exercise within 60 days of February 25, 2006.
(6) The figure represents (a) 44,850 outstanding shares owned by Mr. Willett; (b) 82,500 outstanding shares of restricted stock with
performance-based vesting; and (c) options to purchase 97,500 shares, which he could exercise within 60 days of February 25,
2006.
(7) The figure represents (a) 12,670 outstanding shares owned by Mr. Jackson; (b) 3,750 outstanding shares of restricted stock that
will vest on December 4, 2006; (c) 45,750 outstanding shares of restricted stock with performance-based vesting; (d) 1,597
outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with Best Buy’s Retirement Savings
Plan for the benefit of Mr. Jackson; and (e) options to purchase 172,462 shares, which he could exercise within 60 days of
February 25, 2006.
(8) The figure represents (a) 5,730 outstanding shares owned by Ms. Higgins Victor; and (b) options to purchase 33,750 shares,
which she could exercise within 60 days of February 25, 2006.
(9) The figure represents (a) 2,500 outstanding shares owned by Mr. James; and (b) options to purchase 22,500 shares, which he
could exercise within 60 days of February 25, 2006.
(10) The figure represents (a) 103,398 outstanding shares owned by Mr. Kaplan; and (b) options to purchase 123,750 shares, which
he could exercise within 60 days of February 25, 2006.
(11) The figure represents (a) 2,169 outstanding shares owned by Mr. Paull; and (b) options to purchase 22,500 shares, which he
could exercise within 60 days of February 25, 2006.
17

18. (12) The figure represents (a) 5,500 outstanding shares owned by Ms. Tolan; and (b) options to purchase 17,000 shares, which she
could exercise within 60 days of February 25, 2006.
(13) The figure represents (a) 84,875 outstanding shares owned by Mr. Trestman; (b) 50,000 outstanding shares registered in the name
of Mr. Trestman’s spouse as trustee of an irrevocable family trust (Mr. Trestman has disclaimed beneficial ownership of these
shares); and (c) options to purchase 105,750 shares, which he could exercise within 60 days of February 25, 2006.
(14) The figure represents (a) 7,500 outstanding shares owned by Mr. Tyabji; and (b) options to purchase 96,750 shares, which he
could exercise within 60 days of February 25, 2006.
(15) The figure represents (a) 17,700 outstanding shares held in Dr. Wetherbe’s individual retirement account; and (b) options to
purchase 45,000 shares, which he could exercise within 60 days of February 25, 2006.
(16) The figure represents (a) outstanding shares and options described in the preceding footnotes; (b) 206,176 outstanding shares
owned by other executive officers; (c) 131,475 outstanding shares of restricted stock with performance-based vesting; (d) options
granted to other executive officers to purchase 1,184,173 shares, which they could exercise within 60 days of February 25, 2006;
(e) 33,442 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with Best Buy’s
Retirement Savings Plan for the benefit of other executive officers; (f) 571,364 outstanding shares registered in the name of another
executive officer as the trustee of trusts for the benefit of such executive officer; (g) 132,223 outstanding shares registered in the
name of another executive officer as trustee of trusts for the benefit of such executive officer’s children; (h) 2,400 outstanding
shares registered in the names of other executive officers’ spouses; and (i) 4,664 outstanding shares registered in the name of the
Trustee, and held by the Trustee in connection with Best Buy’s Retirement Savings Plan for the benefit of an executive officer’s
spouse.
(17) As reported on the owner’s Schedule 13G that reported beneficial ownership as of December 30, 2005. Capital Research and
Management Co. has sole voting power over 23,768,750 shares and sole investment power over 84,557,450 shares.
(18) As reported on the owner’s Schedule 13G that reported beneficial ownership as of March 10, 2006. FMR Corp. and Edward C.
Johnson 3d each has sole voting power over 4,381,070 shares and sole investment power over 52,094,414 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 management and the Board believe our directors, officers
requires that our directors, executive officers and and owners of more than 10% of our outstanding equity
shareholders who own more than 10% of our Common securities complied with the reporting requirements
Stock file initial reports of ownership with the SEC and the during the fiscal year ended February 25, 2006, except
NYSE. They must also file reports of changes in for the following reports that were late due to our
ownership with the SEC and the NYSE. In addition, they administrative error: report of an exercise-and-hold stock
are required by SEC regulations to provide us copies of option transaction by Mary A. Tolan, Director, and report
all Section 16(a) reports that they file with the SEC. Based of a sale of shares by John C. Walden, Executive Vice
solely on a review of such Section 16(a) reports, President — Customer Business Group.
18

19. EXECUTIVE COMPENSATION
Compensation and Human Resources Executive Compensation Philosophy
Committee Report on Executive Compensation
Our executive compensation programs are guided by the
Overview following principles:
• Compensation should be directly and materially
The Compensation and Human Resources Committee is
linked to increasing shareholder value;
responsible for, among other things, the development
and evaluation of our executive compensation policies • Ratio of performance-based variable
and determining the compensation paid to our Chief compensation to fixed compensation should be
Executive Officer and other executive officers. weighted toward performance-based
compensation consistent with our culture of pay
The committee oversees the management and
for performance;
administration of all executive compensation programs,
• Compensation should be competitive in order to
including our qualified and non-qualified employee
attract and retain superior management talent;
benefit plans. We currently maintain a variety of
compensation and benefit programs in which our • Compensation should be tailored to the
executive officers and other selected employees individual, based on each executive’s role,
participate. These programs include the 2004 Omnibus talents and expected contributions to the future
Stock and Incentive Plan (the “2004 Omnibus Plan”); our growth of the organization; and
Long-Term Incentive Program (the “LTIP”); our Executive • Compensation should reflect performance
Officer Short-Term Incentive Program (the “Executive against external benchmarks and achievement of
Officer STIP”); our Short-Term Incentive Program (the internal goals.
“STIP”); and the Best Buy Fourth Amended and Restated
The objective of our executive compensation philosophy is
Deferred Compensation Plan (the “Deferred
to motivate and retain our executives by providing
Compensation Plan”). We also maintain the Best Buy
competitive compensation and rewarding superior
Retirement Savings Plan (the “Retirement Savings Plan”),
performance. Consistent with the principles outlined
which is a defined contribution retirement plan in which
above, the total direct compensation (i.e., the sum of base
substantially all U.S.-based employees, including our
salary, short-term incentives and long-term incentives) of
executive officers, are eligible to participate. Finally, we
our executive officers is generally set between the 50th and
sponsor the Best Buy Co., Inc. 2003 Employee Stock
75th percentile of compensation levels for comparable
Purchase Plan (the “ESPP”), which is intended to qualify
positions (by job title or pay rank) as reported by our peer
as an “Employee Stock Purchase Plan” under
group of companies. Our peer group of companies
Section 423 of the Internal Revenue Code of 1986 (the
includes: Amazon.com, Inc.; Circuit City Stores, Inc.;
“Code”).
Costco Wholesale Corporation; Dell Inc.; Gap Inc.; The
Our Chairman of the Board is not eligible to receive Home Depot, Inc.; Staples, Inc.; Target Corporation;
short- or long-term incentive compensation other than Walgreen Co.; and Wal-Mart Stores, Inc. Our peer group
stock options granted annually to our directors. His of companies may change from time to time based on the
compensation is described in Certain Relationships and current competitive environment.
Related Party Transactions — Richard M. Schulze on
The committee annually reviews and evaluates the
page 30.
compensation and benefits of our executive officers. As
part of its review, the committee considers market
compensation and benefits data from a variety of sources,
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