Item 15. Exhibits and Financial Statement Schedules

24K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

a) 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	37

	Consolidated Statements of Earnings for each of the three fiscal years in the period ended February 3, 2017	39

	Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended February 3, 2017	39

	Consolidated Balance Sheets at February 3, 2017 and January 29, 2016	40

	Consolidated Statements of Shareholders’ Equity for each of the three fiscal years in the period ended February 3, 2017	41

	Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended February 3, 2017	42

	Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended February 3, 2017	43

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, 2017:
Reserve for loss on obsolete inventory	$	46	$	13	1	$	—			$	59
Reserve for inventory shrinkage	171		397			(379		)	2	189
Reserve for sales returns	66		5		3	—				71
Deferred tax valuation allowance	447		131		4	—				578
Self-insurance liabilities	883		1,418			(1,470		)	5	831
Reserve for exit activities	67		47			(48		)	6	66

January 29, 2016:
Reserve for loss on obsolete inventory	$	52	$	—		$	(6	)	1	$	46
Reserve for inventory shrinkage	162		345			(336		)	2	171
Reserve for sales returns	65		1		3	—				66
Deferred tax valuation allowance	170		277		4	—				447
Self-insurance liabilities	905		1,357			(1,379		)	5	883
Reserve for exit activities	53		34			(20		)	6	67

January 30, 2015:
Reserve for loss on obsolete inventory	$	68	$	—		$	(16	)	1	$	52
Reserve for inventory shrinkage	158		326			(322		)	2	162
Reserve for sales returns	58		7		3	—				65
Deferred tax valuation allowance	164		6		4	—				170
Self-insurance liabilities	904		1,323			(1,322		)	5	905
Reserve for exit activities	54		14			(15		)	6	53


1	Represents the net increase/(decrease) 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.


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


5	Represents claim payments for self-insured claims.


6	Represents lease payments, net of sublease income.

Exhibits



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		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.(1)		10-K		001-07898		2.1		March 29, 2016

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 May 27, 2016.		8-K		001-07898		3.1		May 31, 2016

4.1		Indenture, dated as of April 15, 1992, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.		S-3		033-47269		4.1		April 16, 1992

4.2		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

4.3		Form of Lowe’s Companies, Inc.’s 6 7/8% Debentures due February 15, 2028.		8-K		001-07898		4.2		February 20, 1998

4.4		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

4.5		Form of Lowe’s Companies, Inc.’s 6 1/2% Debentures due March 15, 2029.		10-K		001-07898		10.19		April 19, 1999

4.6		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

4.7		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



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.8		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

4.9		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

4.10		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. and U.S. 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

4.11		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

4.12		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



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.13		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

4.14		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

4.15		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

4.16		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



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.17		Amended and Restated Credit Agreement, dated as of November 23, 2016, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, National Association, as syndication agent and a letter of credit issuer, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto.		8-K		001-07898		10.1		November 28, 2016

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		10.21		March 30, 2010

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

10.4		Lowe’s Companies, Inc. 1997 Incentive Plan.*		S-8		333-34631		4.2		August 29, 1997

10.5		Amendments to the Lowe’s Companies, Inc. 1997 Incentive Plan, dated January 25, 1998.*		10-K		001-07898		10.16		April 19, 1999

10.6		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

10.7		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

10.8		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

10.9		Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2008.*		10-Q		001-07898		10.2		December 12, 2007

10.10		Amendment No. 1 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.10		March 29, 2011



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
10.11		Amendment No. 2 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.11		March 29, 2011

10.12		Amendment No. 3 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		December 1, 2011

10.13		Amendment No. 4 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		September 4, 2012

10.14		Amendment No. 5 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		December 3, 2013

10.15		Amendment No. 6 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.1		March 31, 2015

10.16		Amendment No. 7 to the Lowe’s Companies Benefit Restoration Plan.*‡

10.17		Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier I Senior Officers used for agreements entered into prior to June 1, 2012.*		10-Q		001-07898		10.1		September 3, 2008

10.18		Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier I Senior Officers used for agreements entered into on or after June 1, 2012.*		10-Q		001-07898		10.2		September 4, 2012

10.19		Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier II Senior Officers.*		10-Q		001-07898		10.2		September 3, 2008

10.20		Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.1		June 4, 2004

10.21		Amendment No. 1 to the Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.1		December 12, 2007

10.22		Amendment No. 2 to the Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.2		December 1, 2010

10.23		Lowe’s Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred Stock Unit Plan.*		8-K		001-07898		10.1		June 3, 2005

10.24		Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Directors.*		8-K		001-07898		10.2		June 3, 2005

10.25		Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement.*		10-Q		001-07898		10.1		September 1, 2005

10.26		Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*		10-Q		001-07898		10.1		May 31, 2011



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
10.27		Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement.*‡

10.28		Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of February 4, 2017.*‡

10.29		Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*		DEF 14A		001-07898		Appendix C		April 11, 2016

10.30		Form of Lowe’s Companies, Inc. 2006 Long Term Incentive Plan Non-Qualified Stock Option Agreement.*		10-K		001-07898		10.24		March 29, 2011

12.1		Statement re Computation of Ratio of Earnings to Fixed Charges.‡

21.1		List of Subsidiaries.‡

23.1		Consent of Deloitte & Touche LLP.‡

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.†

99.1		Amendment No. 5 to the Lowe’s 401(k) Plan, effective as of June 1, 2016 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No. 033-29772).‡

99.2		Amendment No. 6 to the Lowe’s 401(k) Plan, effective as of January 1, 2016 (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.‡



Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.	Exhibit	Filing Date
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.‡


(1)		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.
‡		Filed herewith.
†		Furnished herewith.

Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary