What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-21 compared with 2021-03-22 · 75 added, 88 removed, 262 unchanged (38% of the section changed)

4 unchanged sentences

In addition, no change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended January 28, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Although most of our corporate employees are working remotely due to the COVID-19 global health crisis, we have not experienced a material impact to our internal control over financial reporting.

We continue to monitor the pandemic and its effects on the design and operating effectiveness of our internal controls.

Item 9B - Other Information

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 10 - Directors, Executive Officers and Corporate Governance

7 unchanged sentences

The full text of the Code can be found on our website at www.Lowes.com, under the “About Lowe’s”, “Investors”, and “Corporate Governance - Governance Documents” headings.

You can also obtain a copy of the complete Code by contacting Investor Relations at 1-800-813-7613.

You can also obtain a copy of the complete Code by contacting Investor Relations by phone at 1-800-813-7613 or email at investorrelations@lowes.com.

We will disclose information pertaining to amendments or waivers to provisions of the Code that apply to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code enumerated in the SEC rules and regulations by posting this information on our website at www.Lowes.com.

5 unchanged sentences

Item 13 - Certain Relationships and Related Transactions, and Director Independence

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Director Independence”, “Related Person Transactions”, and “Appendix A:

Categorical Standards for Determination of Director Independence” in the Proxy Statement.

8 unchanged sentences

Consolidated Balance Sheets at January 2 8 , 202 2 and January 29 , 202 1

Consolidated Statements of Shareholders’ Equity for each of the three fiscal years in the period ended January 29, 2021

Consolidated Statements of Shareholders’ (Deficit)/ Equity for each of the three fiscal years in the period ended January 2 8 , 202 2

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 2 8 , 202 2

18 unchanged sentences

Reserve for exit activities 88 — ( 19 ) 69

February 1, 2019:

January 31, 2020:

Reserve for loss on obsolete inventory $ 78 $ 27 1

4 unchanged sentences

Reserve for exit activities 361 — ( 273 ) 5

1 Represents the net increase in the required reserve based on the Company’s evaluation of obsolete inventory.

1 Represents the net (decrease)/increase in the required reserve based on the Company’s evaluation of obsolete inventory.

2 Represents the actual inventory shrinkage experienced at the time of physical inventories.

3 Represents the net increase in the required reserve based on the Company’s evaluation of anticipated merchandise returns.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), effective February 3, 2018.

Under ASU 2014-09, the sales returns reserve is presented on a gross basis, with a separate asset and liability in the consolidated balance sheet.

For fiscal year 2018, the net increase in the reserve is primarily due to the change from net presentation to gross presentation related to the adoption of the revenue recognition standard, as well as changes in the Company’s evaluation of anticipated merchandise returns.

4 Represents an increase/(decrease) in the required reserve based on the Company’s evaluation of deferred tax assets.

3 Represents a (decrease)/increase in the required reserve based on the Company’s evaluation of deferred tax assets.

4 Represents claim payments for self-insured claims.

6 Represents lease payments, net of sublease income.

5 Primarily represents the elimination of exit activity reserves related to rent liabilities upon adoption of ASU 2016-02, Leases (Topic 842), as of February 2, 2019.

2 unchanged sentences

Exhibit Filing Date

2.1 Arrangement Agreement, dated as of February 2, 2016, among Lowe’s Companies, Inc., Lowe’s Companies Canada, ULC and RONA inc.

10-K 001-07898 2.1 March 29, 2016

3.1 Restated Charter of Lowe’s Companies, Inc.

18 unchanged sentences

S-3 (POSASR) 333-137750 4.5 October 10, 2006

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.7 Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

1 unchanged sentence

8-K 001-07898 4.1 September 11, 2007

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.8 Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

1 unchanged sentence

8-K 001-07898 4.1 April 15, 2010

4.9 Seventh Supplemental Indenture, dated as of November 22, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 3.750% Notes maturing in April 2021.

8-K 001-07898 4.1 November 22, 2010

4.9 Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

4 unchanged sentences

8-K 001-07898 4.1 April 23, 2012

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.11 Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

4 unchanged sentences

8-K 001-07898 4.1 September 10, 2014

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.13 Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

7 unchanged sentences

8-K 001-07898 4.1 May 3, 2017

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.16 Fifteenth Supplemental Indenture, dated as of April 5, 2019, between Lowe’s Companies, Inc.

4 unchanged sentences

8-K 001-07898 4.2 March 27, 2020

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.18 Seventeenth Supplemental Indenture, dated as of October 22, 2020, between Lowe’s Companies, Inc.

1 unchanged sentence

8-K 001-07898 4.2 October 22, 2020

4.20 Second Amended and Restated Credit Agreement, dated as of September 10, 2018, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent and a letter of credit issuer, U.S.

Bank National Association, as syndication agent and a letter of credit issuer, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A.

and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto.

4.19 Eighteenth Supplemental Indenture, dated as of March 31, 2021, between Lowe’s Companies, Inc.

Bank National Association (as successor trustee), including as exhibits thereto a form of 2.625% Notes due April 1, 2031 and a form of 3.500% Notes due April 1, 2051.

8-K 001-07898 4.2 March 31, 2021

4.20 Nineteenth Supplemental Indenture, dated as of September 20, 2021, between Lowe’s Companies, Inc.

Bank Association (as successor trustee), including as exhibits thereto a form of 1.700% Notes due September 15, 2028 and a form of 2.800% Notes due September 15, 2041.

8-K 001-07898 4.2 September 20, 2021

4.21 364-day term loan facility, dated as of January 3, 2020, by and between Lowe’s Companies, Inc.

and Wells Fargo Bank, National Association.

8-K 001-07898 10.1 January 9, 2020

4.21 Credit Agreement, dated as of March 23, 2020, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing-line lender, and a letter of credit issuer, U.S.

1 unchanged sentence

8-K 001-07898 10.1 March 24, 2020

4.22 Amendment No.

1 to Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, and the other lenders party thereto.

8-K 001-07898 10.2 December 15, 2021

4.23 364-day Term Loan Facility, dated as of April 22, 2021, by and between Lowe’s Companies, Inc.

and Wells Fargo Bank, National Association.

8-K 001-07898 10.1 April 27, 2021

Exhibit Number Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

4.24 Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S.

Bank National Association and Wells Fargo Bank.

National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A.

and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto.

8-K 001-07898 10.1 December 15, 2021

4.25 Description of Securities.

10.1 Lowe’s Companies, Inc.

Directors’ Deferred Compensation Plan, effective July 1, 1994.*

10-Q 001-07898 10.1 December 2, 2008

10.2 Amendment No.

1 to the Lowe’s Companies, Inc.

Directors’ Deferred Compensation Plan, effective January 31, 2009.*

10-K 001-07898 4.23 March 22, 2021

10.3 Lowe’s Companies Employee Stock Purchase Plan – Stock Options for Everyone, as amended and restated effective June 1, 2012.*

DEF 14A 001-07898 Appendix B April 13, 2012

10.1 Lowe’s Companies, Inc.

Directors’ Deferred Compensation Plan, as amended and restated May 28, 2021.*

10-Q 001-07898 10.1 August 26, 2021

10.2 Lowe’s Companies, Inc.

2020 Employee Stock Purchase Plan.*

S-8 333-249586 99.1 October 21, 2020

10.5 Lowe’s Companies, Inc.

1997 Incentive Plan.*

S-8 333-34631 4.2 August 29, 1997

10.6 Amendments to the Lowe’s Companies, Inc.

1997 Incentive Plan, dated January 25, 1998.*

10-K 001-07898 10.16 April 19, 1999

10.7 Amendments to the Lowe’s Companies, Inc.

1997 Incentive Plan, dated September 17, 1998 (also encompassing as Exhibit I thereto the Lowe’s Companies, Inc.

Deferred Compensation Program).*

10-K 001-07898 10.17 April 19, 1999

10.8 Amendment No.

1 to the Lowe’s Companies, Inc.

Deferred Compensation Program, effective as of January 1, 2005.*

10-K 001-07898 10.25 March 29, 2011

10.9 Amendment No.

2 to the Lowe’s Companies, Inc.

Deferred Compensation Program, effective as of December 31, 2008.*

10-K 001-07898 10.22 March 31, 2009

10.3 Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2008.*

12 unchanged sentences

10-Q 001-07898 10.1 September 4, 2012

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.8 Amendment No.

15 unchanged sentences

10-Q 001-07898 10.2 December 1, 2010

10.21 Lowe’s Companies, Inc.

Amended and Restated Directors’ Stock Option and Deferred Stock Unit Plan.*

8-K 001-07898 10.1 June 3, 2005

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.14 Form of Lowe’s Companies, Inc.

18 unchanged sentences

10-Q 001-07898 10.3 September 4, 2018

10.20 Offer Letter between Lowe’s Companies, Inc.

and William P.

Boltz entered into on July 15, 2018.

10.21 Offer Letter between Lowe’s Companies, Inc.

and Seemantini Godbole entered into on October 30 , 2018.

10.22 Offer Letter between Lowe’s Companies, Inc.

and Marisa F.

Thalberg entered into on December 31, 2019.

10.23 Form of Lowe’s Companies, Inc.

7 unchanged sentences

10-Q 001-07898 10.6 June 3, 2019

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.26 Form of Lowe’s Companies, Inc.

7 unchanged sentences

10-Q 001-07898 10.2 May 28, 2020

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.29 Lowe’s Companies, Inc.

7 unchanged sentences

10-K 001-07898 10.43 April 2, 2019

10.37 Release and Separation Agreement between Lowe’s Companies, Inc.

and Jennifer L.

Weber entered into on April 6, 2020.

10-Q 001-07898 10.3 May 28, 2020

10.32 Offer Letter between Lowe’s Companies, Inc.

3 unchanged sentences

entered into on February 12, 2021.*

10-Q 001-07898 10.1 May 27, 2021

10.34 Form of Lowe’s Companies, Inc.

2021 Restricted Stock Award Agreement.*

10-Q 001-07898 10.4 May 27, 2021

10.35 Form of Lowe’s Companies, Inc.

2021 Performance Share Unit Award Agreement.

10-Q 001-07898 10.2 May 27, 2021

10.36 Form of Lowe’s Companies, Inc.

2021 Non-Qualified Stock Option Agreement.*

10-Q 001-07898 10.3 May 27, 2021

21.1 List of Subsidiaries.‡

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

Exhibit Number Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

101.INS XBRL Instance Document.‡

99.1 Twelfth Amendment to the Lowe’s 401(k) Plan, executed on December 16, 2021 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.

101.INS XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡

101.SCH XBRL Taxonomy Extension Schema Document.‡

4 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡

Schedules have been omitted pursuant to Item 601 (b)(2) of Regulation S-K.

Lowe’s Companies, Inc.

agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

* Indicates a management contract or compensatory plan or arrangement.

7 unchanged sentences

Date Marvin R.

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

March 21, 2022 By:

8 unchanged sentences

McCanless, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

/s/ Richard W.

Dreiling Chairman of the Board March 22, 2021

Dreiling Date

/s/ Marvin R.

Ellison President,

Chief Executive Officer and Director March 22, 2021

Ellison Chairman, President

and Chief Executive Officer March 21, 2022

/s/ Raul Alvarez Director March 21, 2022

2 unchanged sentences

Batchelder Date

/s/ Angela F.

Braly Director March 22, 2021

/s/ Sandra B.

2 unchanged sentences

Douglas Director March 21, 2022

/s/ Richard W.

Dreiling Director March 21, 2022

Dreiling Date

/s/ Daniel J.

Heinrich Director March 21, 2022

Heinrich Date

Rogers Director March 21, 2022

1 unchanged sentence

Scott Director March 21, 2022

Wardell Director March 22, 2021

Wiseman Director March 22, 2021

/s/ Mary Beth West Director March 21, 2022

Mary Beth West Date

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures