Item 9A. Controls and Procedures
Item 9A - Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, (as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act)). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
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.
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 2, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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Part III
Item 10 - Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our executive officers appears in Part I of this Annual Report under the heading, “Information About Our Executive Officers”. 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 2025 Annual Meeting” in the definitive Proxy Statement for the 2024 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February 2, 2024 (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). The Code applies to all employees of the Company, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions. The Code is designed to ensure that the Company’s business is conducted in a legal and ethical manner. 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 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 ir.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.
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, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is furnished by incorporation by reference to the information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement.
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 B: Categorical Standards for Determination of Director Independence” in the Proxy Statement.
Item 14 - Principal Accountant Fees and Services
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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Part IV
Item 15 – Exhibits and Financial Statement Schedules
1. Financial Statements
See the following items and page numbers appearing in Item 8 of this Annual Report:
Page No.
Reports of Independent Registered Public Accounting Firm
36
Consolidated Statements of Earnings for each of the three fiscal years in the period ended February 2 , 202 4
39
Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended February 2 , 202 4
39
Consolidated Balance Sheets a s of February 2, 2024 and February 3, 2023
40
Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period ended February 2 , 202 4
41
Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended February 2 , 202 4
42
Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended February 2 , 202 4
43
2. 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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3. Exhibits
Exhibit Number Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date
3.1 Restated Charter of Lowe’s Companies, Inc.
10-Q 001-07898 3.1 September 1, 2009
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. and U.S. Bank National Association, as successor trustee.
8-K 001-07898 4.1 December 15, 1995
4.2 Form of Lowe’s Companies, Inc.’s 6 7/8% Debentures due February 15, 2028.
8-K 001-07898 4.2 February 20, 1998
4.3 First Supplemental Indenture, dated as of February 23, 1999, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.
10-K 001-07898 10.13 April 19, 1999
4.4 Form of Lowe’s Companies, Inc.’s 6 1/2% Debentures due March 15, 2029.
10-K 001-07898 10.19 April 19, 1999
4.5 Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035.
10-K 001-07898 4.5 April 3, 2007
4.6 Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036.
S-3 (POSASR) 333-137750 4.5 October 10, 2006
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. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037.
8-K 001-07898 4.1 September 11, 2007
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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. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040.
8-K 001-07898 4.1 April 15, 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. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041.
8-K 001-07898 4.1 November 23, 2011
4.10 Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042.
8-K 001-07898 4.1 April 23, 2012
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. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043.
8-K 001-07898 4.1 September 11, 2013
4.12 Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044.
8-K 001-07898 4.1 September 10, 2014
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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. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045.
8-K 001-07898 4.1 September 16, 2015
4.14 Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046.
8-K 001-07898 4.1 April 20, 2016
4.15 Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of 3.100% Notes due May 3, 2027 and a form of 4.050% Notes due May 3, 2047.
8-K 001-07898 4.1 May 3, 2017
4.16 Fifteenth Supplemental Indenture, dated as of April 5, 2019, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 3.650% Notes due April 5, 2029 and a form of 4.550% Notes due April 5, 2049.
8-K 001-07898 4.2 April 5, 2019
4.17 Sixteenth Supplemental Indenture, dated as of March 26, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 4.000% Notes due April 15, 2025, a form of 4.500% Notes due April 15, 2030, a form of 5.000% Notes due April 15, 2040 and a form of 5.125% Notes due April 15, 2050.
8-K 001-07898 4.2 March 27, 2020
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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. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 1.300% Notes due April 15, 2028, a form of 1.700% Notes due October 15, 2030 and a form of 3.000% Notes due October 15, 2050.
8-K 001-07898 4.2 October 22, 2020
4.19 Eighteenth Supplemental Indenture, dated as of March 31, 2021, between Lowe’s Companies, Inc. and U.S. 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. and U.S. 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 Twentieth Supplemental Indenture, dated as of March 24, 2022, between Lowe’s Companies, Inc. and U.S. 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. and U.S. 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
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Exhibit Number Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date
4.23 Twenty-Second Supplemental Indenture, dated as of March 30, 2023, between Lowe’s Companies, Inc. and U.S. 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 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 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
4.26 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. ‡
10.1 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
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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.*
10-Q 001-07898 10.2 December 12, 2007
10.4 Amendment No. 1 to the Lowe’s Companies Benefit Restoration Plan.*
10-K 001-07898 10.10 March 29, 2011
10.5 Amendment No. 2 to the Lowe’s Companies Benefit Restoration Plan.*
10-K 001-07898 10.11 March 29, 2011
10.6 Amendment No. 3 to the Lowe’s Companies Benefit Restoration Plan.*
10-Q 001-07898 10.1 December 1, 2011
10.7 Amendment No. 4 to the Lowe’s Companies Benefit Restoration Plan.*
10-Q 001-07898 10.1 September 4, 2012
10.8 Amendment No. 5 to the Lowe’s Companies Benefit Restoration Plan.*
10-Q 001-07898 10.1 December 3, 2013
10.9 Amendment No. 6 to the Lowe’s Companies Benefit Restoration Plan.*
10-K 001-07898 10.1 March 31, 2015
10.10 Amendment No. 7 to the Lowe’s Companies Benefit Restoration Plan.*
10-K 001-07898 10.16 April 4, 2017
10.11 Lowe’s Companies Cash Deferral Plan.*
10-Q 001-07898 10.1 June 4, 2004
10.12 Amendment No. 1 to the Lowe’s Companies Cash Deferral Plan.*
10-Q 001-07898 10.1 December 12, 2007
10.13 Amendment No. 2 to the Lowe’s Companies Cash Deferral Plan.*
10-Q 001-07898 10.2 December 1, 2010
10.14 Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Outside Directors.*
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 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. 2006 Long Term Incentive Plan, as amended and restated effective as of May 27, 2022.*
8-K 001-07898 10.1 June 2, 2022
10.18 Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*
DEF 14A 001-07898 Appendix C April 11, 2016
10.19 Offer Letter between Marvin R. Ellison and Lowe’s Companies, Inc. entered into on May 21, 2018.*
8-K 001-07898 10.1 May 22, 2018
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Exhibit Number Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date
10.20 Offer Letter between Lowe’s Companies, Inc. and Joseph M. McFarland III entered into on July 18, 2018.*
10-Q 001-07898 10.2 September 4, 2018
10.21 Offer Letter between Lowe’s Companies, Inc. and William P. 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 Brandon J. Sink entered into on April 8, 2022.*
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. Restricted Stock Award Agreement for Tier I Officers.*
10-K 001-07898 10.28 March 23, 2020
10.26 Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement for Tier I Officers.*
10-Q 001-07898 10.2 June 3, 2019
10.27 Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement for Tier I Officers.*
10-Q 001-07898 10.6 June 3, 2019
10.28 Form of Lowe’s Companies, Inc. Change in Control Agreement for Tier I Senior Officers.*
10-Q 001-07898 10.7 September 4, 2018
10.29 Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*
10-Q 001-07898 10.1 November 25, 2020
10.30 Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement.*
10-Q 001-07898 10.2 May 28, 2020
10.31 Form of Lowe’s Companies, Inc. Director Indemnification Agreement.*
10-Q 001-07898 10.6 December 6, 2018
10.32 Form of Lowe’s Companies, Inc. Officer Indemnification Agreement.*
10-K 001-07898 10.43 April 2, 2019
10.33 Form of Lowe’s Companies, Inc. 2021 Restricted Stock Award Agreement.*
10-Q 001-07898 10.4 May 27, 2021
10.34 Form of Lowe’s Companies, Inc. 2021 Performance Share Unit Award Agreement.*
10-Q 001-07898 10.2 May 27, 2021
10.35 Form of Lowe’s Companies, Inc. 2021 Non-Qualified Stock Option Agreement.*
10-Q 001-07898 10.3 May 27, 2021
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Exhibit Number Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date
10.36 Form of Lowe’s Companies, Inc. 2022 Performance Share Unit Award Agreement.*
10-Q 001-07898 10.2 May 26, 2022
10.37 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
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.‡
23.1 Consent of Deloitte & Touche LLP.‡
24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).‡
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. 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.†
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
Exhibit Description Form File No. 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.‡
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.‡
101.LAB XBRL Taxonomy Extension Label Linkbase Document.‡
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.‡
104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡
* Indicates a management contract or compensatory plan or arrangement.
‡ Filed herewith.
† Furnished herewith.
Item 16 – Form 10-K Summary
None.
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SIGNATURES
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.
LOWE’S COMPANIES, INC.
(Registrant)
March 25, 2024 By: /s/ Marvin R. Ellison
Date Marvin R. Ellison
Chairman, President and Chief Executive Officer
March 25, 2024 By: /s/ Brandon J. Sink
Date Brandon J. Sink
Executive Vice President, Chief Financial Officer
March 25, 2024 By: /s/ Dan C. Griggs, Jr.
Date Dan C. Griggs, Jr.
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. Sink, Dan C. 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. Ellison Chairman, President
and Chief Executive Officer March 25, 2024
Marvin R. Ellison Date
/s/ Raul Alvarez Director March 25, 2024
Raul Alvarez Date
/s/ David H. Batchelder Director March 25, 2024
David H. Batchelder Date
/s/ Scott H. Baxter Director March 25, 2024
Scott H. Baxter Date
/s/ Sandra B. Cochran Director March 25, 2024
Sandra B. Cochran Date
/s/ Laurie Z. Douglas Director March 25, 2024
Laurie Z. Douglas Date
/s/ Richard W. Dreiling Director March 25, 2024
Richard W. Dreiling Date
/s/ Brian C. Rogers Director March 25, 2024
Brian C. Rogers Date
/s/ Bertram L. Scott Director March 25, 2024
Bertram L. Scott Date
/s/ Colleen Taylor Director March 25, 2024
Colleen Taylor Date
/s/ Mary Beth West Director March 25, 2024
Mary Beth West Date
81