What changed in this filing

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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-03-21 · 69 added, 45 removed, 292 unchanged (28% of the section changed)

3 unchanged sentences

Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in Item 8 of this Annual Report.

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.

The Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems.

These updates are expected to continue for the next few years, and management will continue to evaluate the design and implementation of the Company’s internal controls over financial reporting as the transformation continues.

No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended February 3, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B - Other Information

4 unchanged sentences

The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1:

Election of Directors”, “Corporate Governance”, and “Additional Information - Shareholder Proposals for the 2023 Annual Meeting” in the definitive Proxy Statement for the 2022 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended January 28, 2022 (the Proxy Statement).

Election of Directors”, “Corporate Governance”, and “Additional Information - Shareholder Proposals for the 2024 Annual Meeting” in the definitive Proxy Statement for the 2023 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February 3, 2023 (the Proxy Statement).

We have adopted a written code of business conduct and ethics, which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act, which we refer to as the Lowe’s Code of Business Conduct and Ethics (the Code).

7 unchanged sentences

Item 11 - Executive Compensation

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Compensation of Directors”, “Compensation Discussion and Analysis”, “Compensation Tables”, and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

9 unchanged sentences

Reports of Independent Registered Public Accounting Firm

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

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

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

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

Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 2 8 , 202 2

Consolidated Statements of Earnings for each of the three fiscal years in the period ended F eb rua ry 3, 2023

Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended February 3, 2023

Consolidated Balance Sheets at February 3, 2023 and January 28, 2022

Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period ended February 3, 20 23

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended F ebruary 3, 2023

Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended Febr uary 3, 2023

Financial Statement Schedule

2 unchanged sentences

and expenses Deductions Balance at end of period

January 28, 2022:

February 3, 2023:

Reserve for loss on obsolete inventory $ 168 $ — $ ( 29 ) 1

3 unchanged sentences

Self-insurance liabilities 1,116 1,603 ( 1,648 ) 4

Reserve for exit activities 69 — ( 15 ) 54

January 28, 2022:

4 unchanged sentences

Self-insurance liabilities 1,093 1,759 ( 1,736 ) 4

Reserve for exit activities 88 — ( 19 ) 69

January 29, 2021:

4 unchanged sentences

Self-insurance liabilities 1,104 1,568 ( 1,579 ) 4

Reserve for exit activities 361 — ( 273 ) 5

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

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

4 Represents claim payments for self-insured claims.

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.

Exhibit Number Incorporated by Reference

3 unchanged sentences

10-Q 001-07898 3.1 September 1, 2009

3.2 Bylaws of Lowe’s Companies, Inc., as amended and restated May 29, 2020.

8-K 001-07898 3.1 June 2, 2020

3.2 Bylaws of Lowe’s Companies, Inc., as amended and restated November 11, 2022 .

8-K 001-07898 3.1 November 16, 2022

4.1 Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc.

65 unchanged sentences

8-K 001-07898 4.2 September 20, 2021

4.21 Twentieth Supplemental Indenture, dated as of March 24, 2022, between Lowe’s Companies, Inc.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association as successor trustee).

including as exhibits thereto a form of 3.350% Notes due April 1, 2027, a form of 3.750% Notes due April 1, 2032, a form of 4.250% notes due April 1, 2052 and a form of 4.450% Notes due April 1, 2062 .

8-K 001-07898 4.2 March 24, 2022

4.22 Twenty-First Supplemental Indenture, dated as of September 8, 2022, between Lowe’s Companies, Inc.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association as successor trustee).

including as exhibits thereto a form of 4.400% Notes due September 8, 2025, a form of 5.000% Notes due April 15, 2033, a form of 5.625% notes due April 15, 2053 and a form of 5.800% Notes due September 15, 2062.

8-K 001-07898 4.2 September 8, 2022

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.23 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.

4 unchanged sentences

8-K 001-07898 10.2 December 15, 2021

4.25 Amendment No.

2 to Credit Agreement, dated as of January 17, 2023, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent.

8-K 001-07898 10.2 January 23, 2023

4.26 364-day Term Loan Facility, dated as of April 22, 2021, by and between Lowe’s Companies, Inc.

1 unchanged sentence

8-K 001-07898 10.1 April 27, 2021

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

4.27 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.

3 unchanged sentences

8-K 001-07898 10.1 December 15, 2021

4.28 Amendment No.

1 to Third Amended and Restated Credit Agreement, dated as of January 17, 2023, 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 10.1 January 23, 2023

4.29 Description of Securities.

3 unchanged sentences

10-Q 001-07898 10.1 August 26, 2021

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.2 Lowe’s Companies, Inc.

32 unchanged sentences

10-Q 001-07898 10.2 December 1, 2010

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.14 Form of Lowe’s Companies, Inc.

1 unchanged sentence

10-Q 001-07898 10.1 September 3, 2019

10.15 Form of Lowe’s Companies, Inc.

Deferred Stock Unit Agreement for Nonemployee Directors.*

10-Q 001-07898 10.2 August 25, 2022

10.16 Lowe’s Companies, Inc.

2006 Long Term Incentive Plan, as amended and restated effective as of January 30, 2020.*

10-K 001-07898 10.22 March 23, 2020

2006 Long Term Incentive Plan, as amended and restated effective as of May 27, 2022.*

8-K 001-07898 10.1 June 2, 2022

10.17 Lowe’s Companies, Inc.

5 unchanged sentences

8-K 001-07898 10.1 May 22, 2018

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.19 Offer Letter between Lowe’s Companies, Inc.

8 unchanged sentences

Boltz entered into on July 15, 2018.*

10-K 001-07898 10.20 March 21, 2022

10.22 Offer Letter between Lowe’s Companies, Inc.

and Seemantini Godbole entered into on October 30, 2018.*

10-K 001-07898 10.21 March 21, 2022

10.23 Offer Letter between Lowe’s Companies, Inc.

and Marisa F.

Thalberg entered into on December 31, 2019.

and Brandon J.

Sink entered into on April 8, 2022.*

8-K 001-07898 10.1 April 8, 2022

10.24 Form of Lowe’s Companies, Inc.

16 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.

Severance Plan for Senior Officers as amended and restated May 29, 2020.*

10-Q 001-07898 10.1 August 26, 2020

10.30 Form of Lowe’s Companies, Inc.

4 unchanged sentences

10-K 001-07898 10.43 April 2, 2019

10.32 Offer Letter between Lowe’s Companies, Inc.

entered into on October 2, 2020.*

10-Q 001-07898 10.2 November 25, 2020

10.33 Offer Letter between Lowe’s Companies, Inc.

entered into on February 12, 2021.*

10-Q 001-07898 10.1 May 27, 2021

10.32 Form of Lowe’s Companies, Inc.

7 unchanged sentences

10-Q 001-07898 10.3 May 27, 2021

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.35 Form of Lowe’s Companies, Inc.

2022 Performance Share Unit Award Agreement.*

10-Q 001-07898 10.2 May 26, 2022

10.36 Lowe’s Companies, Inc.

Severance Plan for Senior Officers as amended and restated May 26, 2022.*

10-Q 001-07898 10.3 August 25, 2022

21.1 List of Subsidiaries.‡

7 unchanged sentences

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

99.1 Thirteenth Amendment to the Lowe’s 401(k) Plan, executed on June 14, 2022 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡

99.2 Fourteenth Amendment to the Lowe’s 401(k) Plan, effective December 31, 2022 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡

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.‡

Exhibit Number Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

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.‡

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.‡

14 unchanged sentences

March 27, 2023 By:

Date David M.

/s/ Brandon J.

Date Brandon J.

Executive Vice President, Chief Financial Officer

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Each of the directors of the registrant whose signature appears below hereby appoints David M.

Denton, Dan C.

Each of the directors of the registrant whose signature appears below hereby appoints Brandon J.

Griggs, Jr., and Ross W.

7 unchanged sentences

Batchelder Date

Baxter Director March 27, 2023

/s/ Sandra B.

11 unchanged sentences

Scott Director March 27, 2023

/s/ Colleen Taylor Director March 27, 2023

Colleen Taylor Date

/s/ Mary Beth West Director March 27, 2023

1 unchanged sentence

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