What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-27 · 61 added, 59 removed, 302 unchanged (28% of the section changed)

7 unchanged sentences

Item 9B - Other Information

During the three months ended February 2, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement ” (as those terms are defined in Regulation S-K, Item 408).

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Item 10 - Directors, Executive Officers and Corporate Governance

6 unchanged sentences

The Code covers all areas of professional conduct, including compliance with laws and regulations, conflicts of interest, fair dealing among customers and suppliers, corporate opportunity, confidential information, insider trading, employee relations, and accounting complaints.

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.

The full text of the Code can be found on our website at ir.lowes.com , under the “Investors”, and “Corporate Governance - Governance Documents” headings.

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.

The information on our website is not a part of this Annual Report and is not incorporated by reference in this report or any of our other filings with the SEC.

8 unchanged sentences

The information required by this item is furnished by incorporation by reference to the information under the heading “Audit Matters – Fees Paid to the Independent Registered Public Accounting Firm” in the Proxy Statement.

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Item 15 – Exhibits and Financial Statement Schedules

2 unchanged sentences

Reports of Independent Registered Public Accounting Firm

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

Consolidated Statements of Earnings for each of the three fiscal years in the period ended February 2 , 202 4

Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended February 2 , 202 4

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

Consolidated Balance Sheets a s of February 2, 2024 and February 3, 2023

Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period ended February 2 , 202 4

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

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions) Balance at beginning of period Charges to costs

and expenses Deductions Balance at end of period

February 3, 2023:

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

Reserve for inventory shrinkage 414 1,011 ( 997 ) 2

Reserve for sales returns 245 — ( 11 ) 234

Deferred tax valuation allowance 590 546 3

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

January 28, 2022:

Reserve for loss on obsolete inventory $ 182 $ — $ ( 14 ) 1

Reserve for inventory shrinkage 365 845 ( 796 ) 2

Reserve for sales returns 252 — ( 7 ) 245

Deferred tax valuation allowance 601 — ( 11 ) 3

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

January 29, 2021:

Reserve for loss on obsolete inventory $ 105 $ 77 1

Reserve for inventory shrinkage 244 907 ( 786 ) 2

Reserve for sales returns 194 58 — 252

Deferred tax valuation allowance 561 40 3

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

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

4 Represents claim payments for self-insured claims.

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended February 2 , 202 4

Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended February 2 , 202 4

Financial Statement Schedules

All schedules have not been included as they are either not applicable or the information is included within our consolidated financial statements and notes to the consolidated financial statements.

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Exhibit Number Incorporated by Reference

24 unchanged sentences

8-K 001-07898 4.1 September 11, 2007

Table of Content s

Exhibit Number Incorporated by Reference

16 unchanged sentences

8-K 001-07898 4.1 September 10, 2014

Table of Content s

Exhibit Number Incorporated by Reference

16 unchanged sentences

8-K 001-07898 4.2 March 27, 2020

Table of Content s

Exhibit Number Incorporated by Reference

20 unchanged sentences

8-K 001-07898 4.2 September 8, 2022

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Exhibit Number Incorporated by Reference

1 unchanged sentence

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.

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.

4.23 Twenty-Second Supplemental Indenture, dated as of March 30, 2023, 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 4.800% Notes due April 1, 2026, a form of 5.150% Notes due July 1, 2033, a form of 5.750% notes due July 1, 2053 and a form of 5.850% Notes due April 1, 2063.

8-K 001-07898 4.2 March 30, 2023

4.24 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

4.25 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.

and Wells Fargo Bank, National Association.

8-K 001-07898 10.1 April 27, 2021

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.

6 unchanged sentences

8-K 001-07898 10.1 January 23, 2023

4.26 Amended and Restated Credit Agreement, dated as of September 1, 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, U.S.

Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, 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 September 7, 2023

4.27 Description of Securities.

10-K 001-07898 4.23 March 22, 2021

10.1 Lowe’s Companies, Inc.

1 unchanged sentence

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.

1 unchanged sentence

S-8 333-249586 99.1 October 21, 2020

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

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

35 unchanged sentences

10-Q 001-07898 10.2 August 25, 2022

10.16 Form of Lowe’s Companies, Inc.

Deferred Stock Unit Agreement for Nonemployee Directors.*

10-Q 001-07898 10.1 August 30, 2023

10.17 Lowe’s Companies, Inc.

8 unchanged sentences

8-K 001-07898 10.1 May 22, 2018

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Exhibit Number Incorporated by Reference

6 unchanged sentences

10.21 Offer Letter between Lowe’s Companies, Inc.

Denton entered into on August 20, 2018.*

10-Q 001-07898 10.3 September 4, 2018

10.21 Offer Letter between Lowe’s Companies, Inc.

and William P.

8 unchanged sentences

8-K 001-07898 10.1 April 8, 2022

10.24 Offer Letter between Lowe’s Companies, Inc.

and Juliette W.

Pryor entered into on March 15, 2023.*‡

10.25 Form of Lowe’s Companies, Inc.

31 unchanged sentences

10-Q 001-07898 10.3 May 27, 2021

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Exhibit Number Incorporated by Reference

7 unchanged sentences

10-Q 001-07898 10.3 August 25, 2022

10.38 Form of Lowes Companies, Inc.

2023 Non-Qualified Stock Option Agreement.*

10-Q 001-07898 10.1 June 1, 2023

10.39 Form of Lowes Companies, Inc.

2023 Performance Share Unit Award Agreement.*

10-Q 001-07898 10.2 June 1, 2023

10.40 Form of Lowes Companies, Inc.

2023 Restricted Stock Award Agreement.*

10-Q 001-07898 10.3 June 1, 2023

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.‡

97.1 Lowe’s Companies, Inc.

Rule 10D-1 Compensation Recovery (Clawback) Policy.‡

97.2 Lowe’s Companies, Inc.

Senior Officer Compensation Recovery (Clawback) Policy.‡

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Exhibit Number Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

99.1 Lowe’s 401(k) Plan, as amended and restated, effective as of January 1, 2023 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).

10-Q 001-07898 99.1 June 1, 2023

99.2 Amendment Number 2023-2 to the Lowe’s 401(k) Plan, effective September 25, 2023 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).

10-Q 001-07898 99.1 November 29, 2023

99.3 Amendment Number 2023-3 to the Lowe’s 401(k) Plan, effective January 1, 2024 (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.‡

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.‡

7 unchanged sentences

Item 16 – Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

10 unchanged sentences

Senior Vice President, Tax and Chief Accounting Officer

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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 Brandon J.

Griggs, Jr., and Ross W.

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.

Griggs, Jr., and Juliette W.

Pryor, 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/ Marvin R.

13 unchanged sentences

Dreiling Date

/s/ Daniel J.

Heinrich Director March 27, 2023

Heinrich Date

Rogers Director March 25, 2024

6 unchanged sentences

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