Lowe's (LOW) 10-K risk factor changes: FY2022 vs FY2021

You should read these risk factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [Item [removed: 7](#i5790ee7567214d22b5464b0ca6ad6895_46)] [added: 7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] and our consolidated financial statements and related notes in [Item [removed: 8](#i5790ee7567214d22b5464b0ca6ad6895_85).][added: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88).]

There also may be other factors that we cannot anticipate or that are not described in this Annual Report generally because we do not currently perceive [added: them to be material.]

| | | | [removed: ] [added: ] | | | [removed: 7] [added: 8] | | |

As [added: our] customers [removed: begin to] expect a more personalized experience, our ability to offer more localized assortments of our merchandise to appeal to local [removed: cultural and demographic] tastes within each customer group is important to our ability to effectively meet customer expectations.

Our interactions with customers have evolved into an omnichannel experience as they [removed: increasingly are using] [added: use] computers, tablets, mobile phones, and other electronic devices to shop in our stores and online and provide feedback and public commentary about all aspects of our business.

Omnichannel [added: and digital] retail is quickly evolving, and we must anticipate and meet our customers’ expectations and counteract new developments and technology investments by our competitors.

Our customer-facing technology systems must appeal to our customers, function as [removed: designed] [added: designed,] and provide a consistent customer experience.

We also need to collect, [removed: use] [added: use,] and share relevant customer data to effectively meet customer expectations of a more personalized experience.

The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us [removed: to] [added: to,] and will continue to require us [removed: to] [added: to,] deliver large, complex programs requiring integrated planning, initiative prioritization, and program sequencing.

These initiatives have [removed: required] [added: required,] and will continue to [removed: require] [added: require,] new competencies in many positions, and our management, [removed: employees] [added: associates,] and contractors have had to and will need to continue to adapt and learn new skills and capabilities.

Our results of operations, financial condition, or business prospects could also be adversely affected if we fail to provide a consistent experience for our customers, regardless of sales channel, if our technology systems do not meet our customers’ expectations, if we are unable to counteract new developments and innovations implemented by our [removed: competitors] [added: competitors,] or if we are unable to attract, [removed: retain] [added: retain,] and manage the talent succession of additional personnel at various levels of the Company who have the skills and capabilities we need to implement our strategic initiatives and drive the changes that are essential to successfully adapting our business concept in the rapidly changing retail environment.

| [added: 9] | | | [removed: ] [added: ] | | | [removed: 8] | | |

*We have many competitors who could take sales and market share from us if we fail to execute our [removed: merchandising, marketing and distribution strategies] [added: strategic initiatives] effectively, or if they develop a substantially more effective or lower cost means of meeting customer needs, resulting in a negative impact on our business and results of operations.*

The principal competitive factors in our industry include [removed: convenience, customer service and experience, quality and price] [added: location] of [removed: merchandise and services,] [added: stores, product assortment, product pricing,] in-stock levels, [added: customer service,] and [removed: merchandise assortment] [added: the evolution of technology] and [removed: presentation.][added: customer expectations.]

Further, online and omnichannel retailers continue to focus on delivery services, as customers are increasingly seeking faster, guaranteed delivery times, including same-day and next-day fulfillment, low-price or free shipping, and convenient pick-up options, including curbside pick-up, in-store pick-up, and [removed: buy online pick-up in-store (BOPIS)] [added: touchless] lockers, and we must make investments to keep up with our customers’ evolving shopping preferences.

Our customers, whether they are homeowners, [removed: renters] [added: renters,] or commercial businesses, expect our associates to be well trained and knowledgeable about the products we sell and the home improvement services we provide.

We compete with other retailers for many of our associates, and we are experiencing [removed: an unusually] [added: a] competitive labor market.

Wages are increasing across the United States, and competitors are offering higher compensation than [removed: before,] [added: before] due to labor market conditions.

Increasingly, our sales associates must have expanded skill [removed: sets, including, in some instances, the ability to do in-home or telephone sales.][added: sets.]

We need to attract and retain a diverse workforce that can deliver relevant, culturally [removed: competent] [added: competent,] and differentiated experiences for a wide variety of culturally diverse customers.

Further, our ability to successfully execute organizational changes, including management transitions within the Company's senior [removed: leadership] [added: leadership,] are critical to our business success.

[removed: If we are unable to hire, train, manage, and retain qualified associates and] specialists, the quality of service we provide to our customers may decrease and our results of operations could be negatively affected.

Furthermore, our ability to meet our labor needs, particularly in a competitive labor market, while controlling our costs is subject to a variety of external factors, including [removed: prevailing] wage rates, the availability of and competition for talent, health care and other benefit costs, our brand image and reputation, changing demographics and the adoption of new or revised legislation or regulations governing immigration, employment, labor relations, minimum wage, [removed: and] health care [removed: benefits.][added: benefits and family and medical leave.]

[removed: Periodically,] [added: Additionally,] we are subject to labor organizing [removed: efforts,] [added: efforts from time to time,] and if we become subject to collective bargaining agreements in the future, it could affect how we operate our [removed: business and adversely affect our labor costs.][added: business.]

In addition to our United States [removed: and Canada] operations, we have support offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our business and results of operations.

*Positively and effectively managing our public image and reputation is critical to our business success, and, if our public image and reputation are damaged, it could negatively impact our relationships with our customers, vendors, [added: associates,] and [removed: associates and,] [added: shareholders, and] consequently, our business and results of operations.*

In addition, failure to meet our stated environmental and social goals, and consumer and [removed: investor] [added: shareholder] concerns about our environmental and social practices are potential sources of reputational risk.

| | | | [removed: ] [added: ] | | | [removed: 9] [added: 10] | | |

Actual, potential or perceived product safety concerns [removed: could expose] [added: or vendor non-compliance exposes] us to litigation, as well as government enforcement action, and [removed: result] [added: could, and] in [added: certain instances in the past has, resulted in] costly product [removed: recalls] [added: recalls, the inability to sell certain products due to customs actions, including regulatory enforcement inquiries, holds, detentions,] and [added: exclusions, and] other liabilities.

Additionally, we and our customers have expectations on responsible [removed: sourcing.][added: sourcing and compliance with applicable laws and regulations.]

*Disruptions in our [removed: international] supply chain and our fulfillment network for our products due to [removed: factors, including] [added: various factors including, but not limited to,] the COVID-19 pandemic, trade policy changes, and additional tariffs, have [added: affected] and [added: may] continue to affect our results of operations.*

Circumstances surrounding and related to the COVID-19 pandemic [removed: have] created unprecedented impacts on the global supply chain.

Impacts related to the COVID-19 pandemic [removed: are placing] [added: placed] strains on the domestic and international supply [removed: chain that have] [added: chain, which] negatively affected the flow and availability of our [removed: products.][added: products in the past.]

This [removed: can and has] resulted [removed: in] [added: in, and may continue to result in,] higher out-of-stock inventory positions due to difficulties in timely obtaining products from the manufacturers and suppliers of our [removed: products.][added: products, which occurred during the peak periods of the COVID-19 pandemic.]

In addition, [added: during] the [added: COVID-19 pandemic, the] costs of transportation of [removed: those] products to our distribution centers and stores [removed: have] increased while availability of transportation [removed: has decreased, which could negatively affect our business and financial results.][added: decreased.]

Tax and trade policies, tariffs, and other regulations affecting trade between the [removed: U.S.] [added: United States] and other countries, especially China, enacted in recent years increased the cost of our merchandise sourced from outside of the [removed: U.S.,] [added: United States,] which represents a large percentage of our overall merchandise.

It remains unclear how tax or trade policies, tariffs, [added: customs actions,] or trade relations may evolve in the future, which could adversely affect our business, results of operations, effective income tax rate, liquidity, and net income.

Financial instability among key vendors, political instability and labor unrest in source countries or elsewhere in our supply chain, changes in the total costs in our supply chain (including fuel and currency exchange rates), labor costs or labor shortages among our vendors, port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, armed conflicts, work stoppages, shipping capacity restraints, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, [added: customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions,] fluctuations in currency exchange rates and transport availability, capacity, and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs.

| [added: 11] | | | [removed: ] [added: ] | | | [removed: 10] | | |

*Our inability to effectively and efficiently manage and maintain our relationships with selected suppliers of [added: both] brand name [added: and private branded] products could negatively impact our business operations and financial results.*

There has also been an increase in customer preferences and expectations related to sustainability of our products and operations.

If we are unable to hire, train, manage, and retain qualified associates and

Due to growing competition among potential employers, we may also be subject to continued upward pressure on associate wages and employer-provided benefits, which in turn would increase labor costs.

Also, our response to any organizing efforts could be perceived negatively and harm our business and reputation.

Where appropriate, we request that our vendors provide additional documentation proving their compliance in these areas.

*The execution of initiatives to transform our supply chain network could disrupt our operations in the near term, and these investments might not provide the anticipated benefits.*

We continue to transform and expand our supply chain network and existing omnichannel capabilities to meet changing customer needs.

These investments are designed to promote greater network capacity and better flow management and optimization while leveraging a market delivery model and include adding XDTs and BDCs.

Failure to choose the right investments and implement them in the right manner and at the right pace could disrupt our operations.

If we are unable to effectively manage the volume, timing, nature, location, and cost of these investments, projects, and changes, our business operations and financial results could be materially and adversely affected.

The cost and potential problems, defects of design, and interruptions associated with the implementation of these initiatives, including those associated with implementing new technologies, restructuring support systems and processes, securing appropriate facility locations, addressing impacts on inventory levels, and managing third-party service providers, could disrupt or reduce the efficiency of our operations and impact our profitability.

Our investments to enhance and expand our supply chain might not provide the anticipated benefits, or might take longer than expected to complete or realize anticipated benefits, or might fail altogether, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

We have faced investigations by one or more government agencies relating to our compliance with applicable laws and regulations, including one with respect to whether we are in compliance with applicable recordkeeping requirements and lead-safe practices.

Any adverse result following such investigations could negatively affect our operations.

In particular, 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.

We may not be able to achieve the anticipated benefits of these investments and may experience operational challenges such as delays or errors in implementation, security failures such as loss or corruption of data, reputational harm, increased costs and other significant disruptions.

The increased use of remote work infrastructure has further increased the possible attack surfaces, and we may be exposed to increased risk to the security of our information systems or the information systems of third-party vendors and the confidentiality, integrity, and availability of our data.

companies become unwilling or unable to provide these services to us.

National outages with our third-party credit and debit processor have resulted in lost sales and declined transactions after purchases.

Future occurrences of such failures in third party systems are difficult to predict and may adversely affect our operations in unexpected ways.

For example, in fiscal 2022, the Company recorded pre-tax impairment, loss on sale, and other closing costs of $2.5 billion related to the sale of its Canadian retail business, which reduced earnings for fiscal 2022.

Our shareholders may react unfavorably to our strategic transactions and strategic transactions may also be subject to regulatory uncertainty due to the changing enforcement landscape.

In particular, if cost inflation of merchandise increases beyond our ability to control, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.

costs, competition, market speculation, government regulations, tariffs and trade restrictions, and periodic delays in delivery.

them to be material.

Even if we are able to find alternate sources for such products, they may cost more, which could adversely impact our profitability and financial condition.

For example, the California Consumer Privacy Act of 2018 and its subsequent amendment grants California consumers certain rights over their personal information and imposes stringent requirements on the collection, use and sharing of “personal information” of California consumers.

Other U.S. states are proposing or have adopted similar laws related to the protection of personal information, including the Virginia Consumer Data Protection Act and the Colorado Privacy Act, both of which will go into effect in 2023, and the U.S. federal government is also considering federal privacy legislation.

customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected.

Our shareholders may react unfavorably to our strategic transactions.

*Operating internationally presents unique challenges, including some that have required us to adapt our store operations, merchandising, marketing, and distribution functions to serve customers in Canada.* *Our business and results of operations could be negatively affected if we are unable to effectively address these challenges.*

We operate stores in Canada.

Expanding and operating internationally presents unique challenges that may increase the anticipated costs and risks of operation and expansion and slow the anticipated rate of expansion.

Our future operating results in Canada or in other countries or regions in which we may operate in the future could be negatively affected by a variety of factors, including unfavorable political or economic factors, adverse tax consequences, volatility in foreign currency exchange rates, increased difficulty in enforcing intellectual property rights, costs and difficulties of managing international operations, challenges with identifying and contracting with local suppliers and other risks created as a result of differences in culture, laws and regulations.

These factors could restrict our ability to operate our international businesses profitably and therefore have a negative impact on our results of operations and financial position.

In addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and balances of our foreign operations are translated into U.S. dollars for financial reporting purposes.

There is considerable uncertainty regarding the continuing effects of the pandemic, including the possible recurrence of measures to try to contain the virus, such as travel restrictions, quarantines, “shelter-in-place” orders, and various other restrictive measures.

In addition, we have seen an increase in spending on home improvement products and projects during the pandemic, as customers have focused on their homes and have spent less on other items like travel and entertainment.

As the pandemic begins to subside, customers may shift their spending away from home improvement and back to other areas, which may have an adverse impact on our sales.

- the duration and scope of the pandemic and associated disruptions, including whether there are additional “waves” or other continued periods of increases or spikes in the number of COVID-19 cases, future variants or related strains of the virus in areas where we or our suppliers operate;

- the effects of current and future governmental and public responses to changing conditions;

- the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19; and

- evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures.

as a result of a variety of factors, including political, economic or social events.

The following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the two-year period ended [removed: January 28, 2022] [added: February 3, 2023] (our fiscal years [removed: 2021] [added: 2022] and [removed: 2020).][added: 2021).]

Unless otherwise noted, all references herein for the years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] represent the fiscal years ended [added: February 3, 2023,] January 28, 2022, [added: and] January 29, 2021, [removed: and January 31, 2020,] respectively.

- [Executive [removed: Overview](#i5790ee7567214d22b5464b0ca6ad6895_49)][added: Overview](#i6fcd4fbc0dce4b2f96ce7c818d676c11_52)]

- [Financial Condition, Liquidity and Capital [removed: Resources](#i5790ee7567214d22b5464b0ca6ad6895_67)][added: Resources](#i6fcd4fbc0dce4b2f96ce7c818d676c11_70)]

- [Critical Accounting Policies and [removed: Estimates](#i5790ee7567214d22b5464b0ca6ad6895_76)][added: Estimates](#i6fcd4fbc0dce4b2f96ce7c818d676c11_79)]

Net sales for fiscal [removed: 2021] [added: 2022] increased [removed: 7.4%] [added: 0.8%] over fiscal [removed: year 2020] [added: 2021] to [removed: $96.3] [added: $97.1] billion.

The increase in total sales was primarily driven by [added: the 53rd week, partially offset by a decrease in] comparable [removed: sales growth.][added: sales.]

Comparable sales [removed: increased 6.9%] [added: decreased 0.9%] over fiscal [removed: year 2020,] [added: 2021,] driven by [removed: an 11.1% increase] [added: a 7.6% decrease] in comparable [removed: average ticket,] [added: customer transactions,] partially offset by a [removed: 4.2% decrease] [added: 6.7% increase] in comparable [removed: customer transactions.][added: average ticket.]

Diluted earnings per common share [removed: increased 55.3%] [added: decreased 15.5%] in fiscal [removed: year 2021] [added: 2022] to [removed: $12.04] [added: $10.17] from [removed: $7.75] [added: $12.04] in [removed: 2020.][added: fiscal 2021.]

Adjusting for these items, [added: adjusted] diluted earnings per common share increased [removed: 35.9%] [added: 14.7%] to [removed: $12.04] [added: $13.81] in [removed: 2021] [added: 2022] from [removed: adjusted] diluted earnings per common share of [removed: $8.86] [added: $12.04] in [removed: 2020] [added: 2021] (see the [non-GAAP financial [removed: measures](#i5790ee7567214d22b5464b0ca6ad6895_58)] [added: measures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_61)] discussion).

For [removed: 2021,] [added: fiscal 2022,] cash flows from operating activities were [removed: $10.1] [added: $8.6] billion, with [removed: $1.9] [added: $1.8] billion used for capital expenditures.

Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased [removed: $13.1] [added: $14.1] billion of common stock and paid [removed: $2.0] [added: $2.4] billion in dividends during the year.

[removed: During 2021,] [added: Also, to date,] we [added: have] converted [removed: three] [added: 11] geographic areas to our market-based delivery model for big and bulky product.

In this [removed: new] model, product flows directly to customer homes from our distribution network, bypassing stores altogether.

| | | | [removed: ] [added: ] | | | [removed: 20] [added: 22] | | |

| [added: 23] | | | [removed: ] [added: ] | | | [removed: 21] | | |

| Net sales | | | 100.00 | | % | | | | 100.00 | | % | | | | N/A | | | | | | [removed: 24.2] [added: 0.8] | | % |

| Loss on extinguishment of debt | | | [removed: 1.18 | | | | | |] — | | | | | | [removed: 118] [added: —] | | | | | | [removed: N/A] [added: 1,060] | | |

| [removed: Pre-tax earnings] | | | [removed: 8.64] [added: Pre-Tax Earnings] | | | | | | [removed: 7.79] [added: Tax1] | | | | | | [removed: 85] [added: Net Earnings] | | | | | | [removed: 37.6] | | | [added: | | | | | | | | | | | |]

| | | | [removed: ] [added: ] | | | [removed: 22] [added: 24] | | |

| Other Metrics | | | [removed: 2021] [added: 2022 1] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Comparable sales [removed: increase 1] [added: (decrease)/increase 2] | | | [removed: 6.9] [added: (0.9)] | | % | | | | [removed: 26.1] [added: 6.9] | | % | | | | [removed: 2.6] [added: 26.1] | | % |

| Total customer transactions (in millions) | | | [removed: 1,002] [added: 937] | | | | | | [removed: 1,046] [added: 1,002] | | | | | | [removed: 921] [added: 1,046] | | |

| Average ticket [removed: 2] [added: 3] | | | $ | [removed: 96.09] [added: 103.64] | | | | | $ | [removed: 85.67] [added: 96.09] | | | | | $ | [removed: 78.36] [added: 85.67] | |

| Number of stores | | | [removed: 1,971] [added: 1,738] | | | | | | [removed: 1,974] [added: 1,971] | | | | | | [removed: 1,977] [added: 1,974] | | |

| Sales floor square feet (in millions) | | | [removed: 208] [added: 195] | | | | | | 208 | | | | | | 208 | | |

| Average store size selling square feet (in thousands) [removed: 3] [added: 4] | | | [removed: 106] [added: 112] | | | | | | [removed: 105] [added: 106] | | | | | | 105 | | |

| Return on average assets [removed: 4] [added: 5] | | | [removed: 17.5] [added: 13.9] | | % | | | | [removed: 12.4] [added: 17.5] | | % | | | | [removed: 10.8] [added: 12.4] | | % |

| Net earnings to average debt and shareholders’ (deficit)/equity [removed: 5] [added: 6] | | | [removed: 32.3] [added: 26.6] | | % | | | | [removed: 21.9] [added: 32.3] | | % | | | | [removed: 17.2] [added: 21.9] | | % |

| Return on invested capital [removed: 5] [added: 6] | | | [removed: 35.3] [added: 30.4] | | % | | | | [removed: 27.7] [added: 35.3] | | % | | | | [removed: 19.9] [added: 27.7] | | % |

[removed: 1] [added: 2] *A comparable location is defined as a retail location that has been open longer than 13 months.

Comparable sales include online sales, which positively impacted the comparable sales increase in fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019] [added: 2020] by approximately [removed: 150] [added: 45] basis points, [removed: 565] [added: 150] basis points, and [removed: 25] [added: 565] basis points, [removed: respectively.*][added: respectively.]

[removed: 2] [added: 3] *Average ticket is defined as net sales divided by the total number of customer transactions.*

[removed: 3] [added: 4] *Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period.

[removed: 4] [added: 5] *Return on average assets is defined as net earnings divided by average total assets for the last five quarters.*

[removed: 5] [added: 6] *Return on invested capital is calculated using a non-GAAP financial measure.

Adjusted diluted earnings per share is [added: considered] a non-GAAP financial measure.

[removed: Management] [added: The Company] believes this non-GAAP financial measure provides useful insight for analysts and investors in evaluating what management considers the Company’s core [removed: financial] [added: operating] performance.

Adjusted diluted earnings per share excludes the impact of [added: a] discrete [removed: items,] [added: item,] further described below, not contemplated in the Company’s business outlook for fiscal [removed: 2020.][added: 2022.]

*Fiscal [removed: 2020] [added: 2022] Impacts*

Fiscal year 2022 contains 53 weeks of operating results compared to fiscal years 2021 and 2020, which contain 52 weeks.

- [Operations](#i6fcd4fbc0dce4b2f96ce7c818d676c11_55)

The 53rd week contributed approximately 1.4% to the sales growth for 2022.

Net earnings for fiscal 2022 decreased 23.8% to $6.4 billion.

Included in the fiscal 2022 results is $2.5 billion of pre-tax costs associated with the sale of the Canadian retail business consisting of long-lived asset impairment, loss on sale, and additional closing costs, which decreased diluted earnings per share by $3.64.

The Total Home strategy remained our focus for the year, which reflects our commitment to provide a full complement of products and services for Pro and DIY consumers alike, enabling a Total Home solution for every project across the home.

During the year, our continued investment in the Pro customer helped generate broad-based demand with positive comparable sales in our core Pro categories.

In the first quarter, we launched our Pro loyalty program, MVPs Pro Rewards and Partnership ProgramTM, which is centered on creating a partnership with our Pro customers.

In addition, throughout the year, we improved Pro product and service offerings, and enhanced product assortments to meet Pro needs.

Demand with our DIY customer was strong in core, home-improvement categories throughout the year, while discretionary DIY category performance lagged due to a short spring season, cycling unprecedented demand over the past two years, and a reduction of holiday purchases.

Our Perpetual Productivity Improvement (PPI) initiatives continued to gain efficiencies through our enhanced labor management tools, store inventory management system, and improved pricing capabilities.

We expect these initiatives and our investments in the business to deliver operating margin productivity and drive meaningful long-term shareholder value going forward.

While improving our operating discipline, we have continued to invest in our front-line associates.

In addition to the discretionary and profit-sharing bonuses awarded throughout the year, we implemented $170 million in annual wage increases effective December 2022.

These compensation investments reflect our commitment to becoming the employer of choice in retail.

With the sale of our Canadian retail business on February 3, 2023, we are focused on the transformation of our U.S. home improvement business to further enhance our operating margin, simplify our business model, and deliver sustainable value to our shareholders.

We believe the core demand drivers of our business are disposable personal income, home price appreciation, and the age of the housing stock.

The typical homeowner today has significant equity in his or her home, while the housing

stock continues to age.

These factors, along with strong millennial household formation, elderly preference to age in place, and widespread remote work, continue to support the home improvement market, and we believe we are well-positioned to gain market share through our Total Home strategy.

| | | | 2022 | | | | | | 2021 | | | | | | 2022 vs. 2021 | | | | | | 2022 vs. 2021 | | |

| Gross margin | | | 33.23 | | | | | | 33.30 | | | | | | (7) | | | | | | 0.6 | | |

| Selling, general and administrative | | | 20.94 | | | | | | 19.01 | | | | | | 193 | | | | | | 11.1 | | |

| Depreciation and amortization | | | 1.82 | | | | | | 1.73 | | | | | | 9 | | | | | | 6.2 | | |

| Operating income | | | 10.47 | | | | | | 12.56 | | | | | | (209) | | | | | | (16.0) | | |

| Interest – net | | | 1.16 | | | | | | 0.92 | | | | | | 24 | | | | | | 26.8 | | |

| Pre-tax earnings | | | 9.31 | | | | | | 11.64 | | | | | | (233) | | | | | | (19.4) | | |

| Income tax provision | | | 2.68 | | | | | | 2.87 | | | | | | (19) | | | | | | (6.0) | | |

| Net earnings | | | 6.63 | | % | | | | 8.77 | | % | | | | (214) | | | | | | (23.8) | | % |

| | | | | | | | | | | | | | | | | | | | | | | | |

During fiscal 2022, the Company adjusted its comparable sales metric to exclude days affected by national outages with its third-party credit and debit processor.

Excluding these days, and the corresponding prior period days, increased comparable sales by approximately 5 basis points for fiscal 2022.

The comparable sales metric for fiscal 2021 and 2020 were not impacted or adjusted by similar outages.

1 *The fiscal year ended February 3, 2023 had 53 weeks.

The fiscal years ended January 28, 2022 and January 29, 2021 had 52 weeks.*

Operating locations which are sold are included in comparable sales until the date of sale.

The comparable sales calculation for 2022 included in the preceding table was calculated using sales for a comparable 53-week period.*

As of February 3, 2023, ROIC was negatively impacted approximately 800 basis points as a result of the sale of the Canadian retail business.

*•*In the third quarter of fiscal 2022, the Company recognized a pre-tax $2.1 billion long-lived asset impairment of the Canadian retail business.

In the fourth quarter of fiscal 2022, the Company recognized additional pre-tax costs totaling $441 million, consisting of the loss on the sale and other closing costs associated with the sale of the Canadian retail business (Canadian retail business transaction costs).

- [Operations](#i5790ee7567214d22b5464b0ca6ad6895_52)

*Performance Overview*

Net earnings for fiscal 2021 increased 44.7% to $8.4 billion.

Included in the fiscal 2020 results are a $1.1 billion pre-tax loss on extinguishment of debt from cash tender offers to purchase and retire an aggregate principal amount of $3.0 billion in outstanding notes, as well as operating costs related to the Canada restructuring actions.

In 2021, we experienced comparable sales increases in eleven of fifteen product categories and all fifteen U.S. regions.

Our Total Home strategy continues to gain momentum as we provide a one-stop solution for both DIY and Pro customers.

Throughout fiscal 2021, we maintained focus on the Pro customer with improved in-stock inventory levels and store layout, enhanced service offerings, and expanded brand and product offerings that meet their project needs.

We enhanced the customer online shopping experience with improved search and navigation functionality and expanded on-trend inventory assortments.

Our private brand product assortment has also elevated our performance with the DIY customer, especially in Home Décor.

In addition, we have expanded our omnichannel fulfillment capabilities.

As part of our fulfillment capabilities, our customers can also now track appliance deliveries in real time and we continue to expand our same-day and next-day fulfillment options.

In the stores, our disciplined focus on driving operating leverage through our Perpetual Productivity Improvement (PPI) initiatives resulted in operational process improvements that reduced the amount of time our associates spend on tasking activities and can instead focus on serving our customers.

As part of these initiatives, we recently launched a new store inventory management system that provides associates real-time visibility to inventory in their store and reduces non-productive hours spent looking for product.

In addition, we expanded our simplified user interface introduced earlier in the year across the sales floor which accelerates the associate training process and allows associates to focus on customer service while reducing customer wait times.

*Looking Forward*

As part of our continued efforts around our Total Home strategy, we are focused on further enhancing our omnichannel capabilities in 2022 across three key areas: expanding our online assortment, enhancing the user experience, and improving

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

fulfillment.

We will continue to expand our Lowes.com assortment to meet our customers’ design and lifestyle needs, while at the same time, enhancing the user experience with upgrades to the visualization and configuration tools we offer online.

As we head into spring, we have leveraged our expanded supply chain network to position our in-stock inventory for our heavy selling season.

While there is uncertainty in the economy with rising interest rates and inflation, our outlook for the home improvement industry remains robust, and we believe we are well-positioned to accelerate our market share gains through our Total Home strategy.

| | | | 2020 | | | | | | 2019 | | | | | | 2020 vs. 2019 | | | | | | 2020 vs. 2019 | | |

| Gross margin | | | 33.01 | | | | | | 31.80 | | | | | | 121 | | | | | | 28.9 | | |

| Selling, general and administrative | | | 20.68 | | | | | | 21.30 | | | | | | (62) | | | | | | 20.6 | | |

| Depreciation and amortization | | | 1.56 | | | | | | 1.75 | | | | | | (19) | | | | | | 10.9 | | |

| Operating income | | | 10.77 | | | | | | 8.75 | | | | | | 202 | | | | | | 52.8 | | |

| Interest – net | | | 0.95 | | | | | | 0.96 | | | | | | (1) | | | | | | 22.9 | | |

| Income tax provision | | | 2.13 | | | | | | 1.86 | | | | | | 27 | | | | | | 41.8 | | |

| Net earnings | | | 6.51 | | % | | | | 5.93 | | % | | | | 58 | | | | | | 36.3 | | % |

Unless otherwise noted, the income tax effect of these adjustments is calculated using the marginal rate for the period.

*•*In the third quarter of fiscal 2020, the Company recognized a $1.1 billion loss on extinguishment of debt in connection with the cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes (Loss on extinguishment of debt).

- Beginning in the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, and in the fourth quarter of fiscal 2019, the Company announced additional actions to improve future performance and profitability of its Canadian operations.

As a result of this review and related actions, the Company recognized pre-tax operating costs of $45 million related to inventory write-downs and other closing costs in fiscal 2020 (Canada restructuring).

| | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | Pre-Tax Earnings | | | | | | Tax | | | | | | Net Earnings | | |

| Loss on extinguishment of debt | | | | | | | | | | | | | | | | | | | | | 1.41 | | | | | | (0.36) | | | | | | 1.05 | | |

| Canada restructuring | | | | | | | | | | | | | | | | | | | | | 0.06 | | | | | | — | | | | | | 0.06 | | |

| Loss on extinguishment of debt | | | — | | | | | | 1,060 | | | | | | — | | |

Comparable sales change during each quarter of the

In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest [removed: rates, commodity prices] [added: rates] and [removed: foreign currency exchange rates.][added: commodity prices.]

The fair value of our derivative financial instruments as of [removed: January 28, 2022,] [added: February 3, 2023,] was not material.

| | | | [removed: ] [added: ] | | | [removed: 31] [added: 32] | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Foreign Currency Exchange Rate Risk

Although we have international operating entities, our exposure to foreign currency rate fluctuations is not material to our financial condition and result of operations.

| | | |  | | | 32 | | |

As of [removed: January 28, 2022,] [added: February 3, 2023,] Lowe’s operated [removed: 1,971] [added: 1,738] home improvement [removed: and hardware stores,] [added: stores in the United States,] representing approximately [removed: 208] [added: 195] million square feet of retail selling space.

For additional information about the Company’s performance and financial condition, see [Item [removed: 7](#i5790ee7567214d22b5464b0ca6ad6895_46),] [added: 7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

[removed: Customers, Market] [added: Our Customers] and [removed: Competition][added: Market]

[removed: Individual homeowners] [added: The home improvement market in which we operate is highly fragmented, serving Pro customers, individual homeowners,] and renters [removed: complete] [added: completing] a wide array of projects [removed: and] [added: that] vary along the spectrum of do-it-yourself (DIY) and do-it-for-me (DIFM).

The Pro customer consists of [removed: two] [added: three] broad categories: [removed: construction trades and maintenance,] [added: tradespeople,] repair and [removed: operations.][added: remodelers, and property managers.]

The U.S. market [removed: remains] [added: is] our predominant market, accounting for approximately [removed: 94%] [added: 95%] of consolidated sales for the fiscal year ended [removed: January 28, 2022.][added: February 3, 2023.]

Key indicators we monitor include [added: home price appreciation, age of the housing stock,] real disposable personal income, [removed: employment, home prices, housing turnover,] and [removed: consumer mobility.][added: housing turnover.]

We also monitor demographic and societal trends that shape home improvement industry [removed: growth.][added: growth, notably strong millennial household formation, consumer mobility, and the widespread adoption of remote work.]

Lowe’s competes with national and [removed: international] [added: regional] home improvement warehouse chains and lumber yards in most of the markets we serve.

We also compete with traditional hardware, plumbing, electrical, home supply retailers, [added: paint stores, lumber yards] and [added: garden centers, as well as] maintenance and repair organizations.

In addition, we compete with general merchandise retailers, [added: home goods specialty stores,] warehouse clubs, online retailers, other specialty retailers, providers of equipment and tool rental, [removed: as well as] service providers that install home improvement [removed: products.][added: products, and wholesalers that provide home-related products and services to homeowners, renters, business, and the government.]

Location of stores, product assortment, product [removed: pricing] [added: pricing,] and customer service continue to be key competitive factors in our industry, while the evolution of technology and customer expectations also underscores the importance of omnichannel capabilities as a competitive factor.

See further discussion of competition in [Item [removed: 1A](#i5790ee7567214d22b5464b0ca6ad6895_19),] [added: 1A](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19),] “Risk Factors”, of this Annual Report.

| [added: 1] | | | [removed: ] [added: ] | | | [removed: 1] | | |

We offer home improvement products in the following categories: Appliances, Seasonal & Outdoor Living, Lawn & Garden, Lumber, Kitchens & Bath, Tools, Paint, Millwork, Hardware, Flooring, Rough Plumbing, Building Materials, Décor, [removed: Lighting,] and Electrical.

See [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_172)[7](#i5790ee7567214d22b5464b0ca6ad6895_172)] [added: 17](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178)] of the Notes to Consolidated Financial Statements included in [Item [removed: 8](#i5790ee7567214d22b5464b0ca6ad6895_85),] [added: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88),] “Financial Statements and Supplementary Data”, of this Annual Report for historical revenues by product category for each of the last three fiscal years.

We are committed to offering a wide selection of national brand-name merchandise complemented by our selection of [added: high-value] private brands.

[removed: Collectively,] [added: Each one of these distribution nodes plays a critical role in] our [removed: facilities] [added: Total Home strategy, and collectively,] enable our [removed: import and e-commerce] products to get to their destination as efficiently as possible.

[removed: Most] [added: As of fiscal year 2022, most] parcel-eligible items can be ordered by a customer and delivered within two business days at standard shipping rates.

| | | | [removed: ] [added: ] | | | 2 | | |

Installed [removed: Sales,] [added: sales,] which includes both product and labor, accounted for approximately 5% of total sales in fiscal [removed: 2021.][added: 2022.]

We offer extended protection plans for [removed: various] [added: certain] products within the Appliances, Kitchens & Bath, Décor, Millwork, Rough Plumbing, Electrical, Seasonal & Outdoor Living, Tools, and Hardware categories.

These protection plans provide customers with product protection that enhances [removed: or extends] [added: the] coverage offered by the manufacturer’s warranty and [removed: provides] [added: provide] additional [removed: customer-friendly] benefits [added: and repair services] that [removed: go] [added: extend] beyond the [removed: scope of a] manufacturer’s warranty.

[removed: We are continuing to enhance our] [added: Our] omnichannel [removed: capabilities, which allows] [added: capabilities allow] our customers to move from channel to channel with simple and seamless transitions even within the same transaction.

For purchases made on Lowes.com, customers may pick up their purchase in-store at the customer service desk, [removed: curbside pick-up,] [added: curbside,] or [added: from] touchless lockers, or have their purchase delivered to their home or business.

Our [removed: 1,798] [added: 1,738] Lowe’s-branded home improvement [removed: stores, inclusive of 1,737] [added: stores] in the [removed: U.S. and 61 in Canada,] [added: United States] are generally open seven days per week and average approximately 112,000 square feet of retail selling space, plus approximately 32,000 square feet of outdoor garden center selling space.

Our home improvement stores [removed: in the U.S. and Canada] offer similar products and services, with certain variations based on [removed: localization.][added: localization, along with a dedicated team of knowledgeable and friendly front-line associates available to assist our customers.]

We continue to develop and implement [added: productivity] tools to [removed: make] [added: enhance the efficiency of] our sales associates [removed: more efficient] and to integrate our order management and fulfillment processes.

Through our websites and mobile applications, we seek to empower consumers by providing a 24/7 shopping experience, product information, customer ratings and reviews, buying guides, how-to [removed: videos] [added: videos,] and other information.

We enable customers to choose from a variety of fulfillment options, including buying online and picking up in-store, curbside pick-up, truck [removed: delivery] [added: delivery,] and parcel shipment to their homes or businesses.

In addition, our In-Home Sales program is available in [removed: a] [added: the] majority of [removed: U.S. Lowe’s home improvement] [added: our] stores to discuss [removed: varying] [added: various] exterior projects such as [removed: windows/doors,] [added: windows, doors,] roofing, siding, and deck projects, whose characteristics lend themselves to an in-home consultative sales approach.

| [added: 3] | | | [removed: ] [added: ] | | | [removed: 3] | | |

These contact centers help Lowe’s enable an omnichannel customer experience by providing the ability to tender sales, [added: assist with order management,] coordinate deliveries, manage after-sale installations, [removed: facilitate repair services for Appliances] and [removed: Outdoor Power Equipment, and] answer general customer questions via phone, mail, e-mail, live chat, and social media.

When it comes to attracting and retaining top talent, Lowe’s strives to be [removed: an] [added: the] employer of [removed: choice.][added: choice in retail.]

[removed: We] [added: At Lowe’s we] are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live, and cultivating a culture that invites and encourages diverse opinions and ideas.

As a testament to our commitments, in [removed: 2021] [added: 2022] we received more than 15 notable employer of choice awards including being named: a Disability:IN National Best Place to Work for Disability Inclusion, a Forbes America’s Best Large Employers, a Best of the Best [removed: 2021] [added: 2022] Top Employer by Black EOE Journal, HISPANIC Network Magazine, and Professional Woman’s Magazine, and a Best Corporation for Veteran’s Business Enterprises of the Year.

As of [removed: January 28, 2022,] [added: February 3, 2023,] Lowe’s employed approximately [removed: 200,000] [added: 182,000] full-time associates and [removed: 140,000] [added: 125,000] part-time associates, primarily in the United [removed: States, India,] [added: States] and [removed: Canada.][added: India.]

During the spring season, we temporarily expand our workforce by hiring associates in [removed: part-time, seasonal,] [added: part-time] and full-time positions to meet the elevated levels of demand.

In our efforts to foster an inclusive culture, we [removed: launched a new multigenerational] [added: have eight] business resource [removed: group (BRG) in 2021, building upon the seven existing associate-led BRGs] [added: groups] that are sponsored by our executive [removed: leadership] team.

In [removed: 2021,] [added: 2022,] we held our [removed: ninth] [added: tenth] annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations.

On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores in Canada, as well as serviced 210 dealer-owned stores.

The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber.

See [Note](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) [7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) of the Notes to Consolidated Financial Statements included in [Item 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88), “Financial Statements and Supplementary Data”, of this Annual Report for information on this divestiture.

Our Strategy

Lowe’s is an omnichannel retailer whose core priorities are to provide an excellent customer experience, create a great place to work for our associates, and improve our communities, which we believe will create long-term, sustainable value for our shareholders.

In 2020, we implemented our Total Home strategy, which reflects our commitment to provide a full complement of products and services for professional customers (Pro customers) and consumers alike, enabling a Total Home solution for every project across the home.

Our Total Home strategy has the following five pillars:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | |  | | |  | | |  | | |  | | |

| Drive Pro penetration | | | Accelerate online business | | | Expand installation services | | | Drive localization | | | Elevate assortment | | |

We continue to transform our Pro offerings to drive Pro penetration by expanding our Pro brands and product assortments, resetting the footprint of our stores to better serve Pro customers, and introducing our new MVPs Pro Rewards & Partnership ProgramTM this year, which further enhances our relationship with our Pro customers.

We are investing in our omnichannel retail capabilities to expand our online business.

We are increasing visibility to our installation services through improved signage throughout our stores and continuing to improve the customer experience for our services, which are provided by our network of independent installers or outsourced to our third-party model that sells, furnishes, and installs more complex projects.

Our expanding localization efforts better serve the product needs of the unique communities across the country.

Finally, we continue to elevate our product assortment to provide the right products at the right price to meet our customers’ needs.

As of February 3, 2023, we completed the sale of our Canadian retail business and no longer operate in the Canada market, which accounted for approximately 5% of consolidated sales for the fiscal year ended February 3, 2023.

Our Omnichannel Capabilities

We are committed to meeting customer demand to shop however, whenever, and wherever they choose.

We also offer new virtual design services for paints, blinds, and flooring for our customers.

Lowe’s operates contact centers in a virtual workplace.

Our product assortments offered in-store are tailored to meet the needs of the local market.

In fiscal 2022, we extended our STAINMASTER® brand to include additional flooring categories outside of carpet like laminate, vinyl, and tile.

At the end of the fiscal year, we introduced STAINMASTER® paint as our first private paint brand.

To efficiently serve our stores and meet our customers’ expectations for fast fulfillment and delivery, we own and operate more than 100 supply chain facilities in our network.

These facilities include regional distribution centers (RDCs), flatbed distribution centers (FDCs), import distribution centers (IDCs), bulk distribution centers (BDCs), and cross-dock terminals (XDTs).

We also operate standalone fulfillment centers, which along with many of our stores, ship product directly to our customers.

In addition, we are establishing a Pro fulfillment network across the country which will leverage a combination of our existing supply chain as well as new facilities, including our first Pro fulfillment center that opened this year.

Our Pro fulfillment network stocks deeper quantities of our top Pro assortments and has expanded capabilities to handle large orders on multiple flat beds.

Our IDCs were expanded to create more capacity to hold import product at the coast, which improves our network’s agility to move inventory where and when it is needed.

Our BDCs handle appliances and other big and bulky product, and our XDTs fulfill final mile box truck deliveries of these products.

Our supply chain supports every pillar of our Total Home strategy, and as such, we continue to invest and transform our network to unlock our omnichannel capabilities while keeping our organization’s sustainability goals top of mind.

As part of the continued rollout of our market-based delivery model, we expanded to additional geographic areas and enhanced our distribution capacity for big and bulky product.

To date, we have 11 geographic areas converted to our market-based delivery model.

We have also been focused on improving the speed of our delivery capabilities for our customers.

Also, the nationwide expansion of our gig networks provides same-day delivery of certain products from our stores.

Customer needs and buying patterns are constantly changing, and our supply chain will continue to evolve to meet their needs.

We are building an omnichannel supply chain that operates with greater network capacity, better flow management and optimization.

We are focused on ensuring our associates see Lowe’s as a “Home to Possibility” with good jobs, a sense of belonging, and a promising future.

At Lowe’s, we continue to listen carefully to our associates, most notably through our annual engagement survey.

These operations included 1,737 stores located across 50 U.S. states, as well as 234 stores in Canada.

The Canadian stores include RONA inc. (RONA), which was acquired by Lowe’s in 2016.

RONA operates 173 stores in Canada as of January 28, 2022, as well as services 226 dealer-owned stores.

The RONA stores represent complementary store formats operating under various banners.

Our Customers

We serve homeowners, renters, and professional customers (Pro customers).

Our Market

The market in which we operate includes home-related sales through a variety of types of businesses.

This includes home centers, paint stores, hardware stores, lumber yards and garden centers, mass retailers, home goods specialty stores, and online retailers, as well as wholesalers that provide home-related products and services to homeowners, renters, businesses, and the government.

Products and Services

Our products and services provide the retail and Pro customer a one-stop shop for a full complement of merchandise and services to complete home improvement, repair, maintenance, or construction projects, enabling a Total Home solution for every need in the home.

*National Brand-Name Merchandise*

In many product categories, customers look for a familiar and trusted national brand to instill confidence in their purchase.

Lowe’s home improvement stores carry a wide selection of national brand-name merchandise such as GE®, LG®, Samsung®, and Whirlpool® appliances; Sherwin-Williams® and Valspar® paints and stains; LARSON® windows and doors; Pergo® and SMARTCORE® flooring; CRAFTSMAN® and DeWalt® power tools; Metabo® pneumatic tools; Weber® and Char-Broil® grills; Owens Corning® insulation and roofing; GAF® roofing; Marshalltown® masonry and concrete tools; Husqvarna® and EGO® outdoor power equipment; John Deere® riding lawn mowers; Scotts® lawn care products, SharkBite® plumbing products; A. O. Smith® water heaters; Norton® abrasives; Eaton® and Southwire® electrical products and wire; and many more.

*Private Brands*

Private brands are an important element of our overall portfolio, helping to increase customer loyalty, drive sales, create differentiation, and improve margin.

We have a strong private brand presence across core categories, including some of our most valuable brands such as: Kobalt® tools; STAINMASTER® carpets; allen+roth®, ORIGIN 21™, and Style Selections® home décor products; Severe Weather® pressure treated lumber; Project Source® high-value project completers; Holiday Living® seasonal products; Harbor Breeze® ceiling fans; Sta-Green® lawn and garden products; Moxie® cleaning products; Reliabilt® doors, windows, and hardware; and Utilitech® lighting and electrical products.

To efficiently move products from our vendors to our stores and maintain in-stock levels, we own and operate distribution facilities that enable products to be received from vendors, stored and picked, or cross-docked, and then shipped to our retail locations or directly to customers.

These facilities include 15 regional distribution centers (RDC) and 15 flatbed distribution centers (FDC) in the United States.

We also own and operate seven distribution centers, including four lumber yards, to serve our Canadian market.

In addition to the RDCs and FDCs, we also operate coastal holding and transload facilities (CHF) to handle import product, bulk distribution centers (BDC) to handle appliances and other big and bulky product, cross-dock delivery terminals (XDT) to fulfill final mile box truck deliveries, and fulfillment centers (FC) focused on parcel post eligible products.

As part of our market-based delivery model, we added three XDT ecosystems (consisting of six new XDTs) in fiscal 2021.

We also enhanced our distribution network by opening four BDCs, three FCs, and two CHFs.

In fiscal 2021, approximately 65% of the total dollar amount of merchandise we purchased flowed through our distribution network, while the remaining portion was shipped directly to our stores or customers directly from our vendors.

The protection plans provide in-warranty benefits and out-of-warranty repair services for major appliances, outdoor power equipment, tools, grills, fireplaces, air conditioners, water heaters, and other eligible products through our stores or in the home through the Lowe’s Authorized Service Repair Network.

Our contact centers take customers’ calls, assesses the problems, and facilitates resolutions, making after-sales service easier for our customers by managing the entire process.

Selling Channels

The 173 RONA stores operate under various complementary store formats that address target customers and occasions.

We also offer a new virtual kitchen design service and virtual sales support for sheds, fencing, generators, and other project-related categories to allow our customers to shop how, when, and where they want for services projects.

Lowe’s operates three contact centers which are located in Wilkesboro, North Carolina; Albuquerque, New Mexico; and Indianapolis, Indiana.

We enable associates to build meaningful careers that unlock their potential in an inclusive workplace as we work together to deliver the right home improvement products to our customers, with the best service and value, across every channel and community we serve.

Certain employees in Canada are subject to collective bargaining agreements.

No other employees are subject to collective bargaining agreements.

Management considers its relations with employees to be good.

*Diversity and Inclusion*

We have also introduced badges for our store uniforms that identify the store associates who speak Spanish or American Sign Language.

*Talent Development*

We enhanced our onboarding process so that new hires can quickly learn the skills needed for their position.

We offer a variety of leadership and development programs that develop skills and capabilities from product knowledge in our stores to advanced leadership principles for our leaders.

*Total Rewards and Wellness*

SEC rules establish a threshold of $300,000 for purposes of disclosing environmental proceedings involving a governmental authority.

The U.S. Attorney’s Office for the Central District of California and the U.S. Environmental Protection Agency’s Region 9 Office are conducting an investigation with respect to whether the Company and independent contractors who performed installations under the Company’s third-party installer program complied with applicable recordkeeping requirements and lead-safe practices under the Toxic Substances Control Act, the Environmental Protection Agency’s Lead Renovation, Repair and Painting Rules, and with an Environmental Protection Agency civil consent decree that the Company entered into in 2014 in the context of projects in homes constructed before 1978.

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| 17 | | |  | | | | | |

For the fiscal year ended [removed: January 28, 2022][added: February 3, 2023]

[removed: ][added: ]

LOWE’S COMPANIES, [removed: INC.][added: INC.]

As of July [removed: 30, 2021,] [added: 29, 2022,] the last business day of the Company’s most recent second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $134.8] [added: $120.8] billion based on the closing sale price as reported on the New York Stock Exchange.

| CLASS | | | | | | OUTSTANDING AT [removed: 3/17/2022] [added: 3/23/2023] | | |

| Common Stock, $0.50 par value | | | | | | [removed: 661,561,297] [added: 596,356,261] | | |

| Portions of the Proxy Statement for Lowe’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders | | | | | | Part III | | |

| [Disclosure Regarding Forward-Looking [removed: Statements](#i5790ee7567214d22b5464b0ca6ad6895_10)] [added: Statements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_10)] | | | | | | | | | [removed: [ii](#i5790ee7567214d22b5464b0ca6ad6895_10)] [added: [ii](#i6fcd4fbc0dce4b2f96ce7c818d676c11_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i5790ee7567214d22b5464b0ca6ad6895_16)] [added: [Business](#i6fcd4fbc0dce4b2f96ce7c818d676c11_16)] | | | [removed: [1](#i5790ee7567214d22b5464b0ca6ad6895_16)] [added: [1](#i6fcd4fbc0dce4b2f96ce7c818d676c11_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i5790ee7567214d22b5464b0ca6ad6895_19)] [added: Factors](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19)] | | | [removed: [7](#i5790ee7567214d22b5464b0ca6ad6895_19)] [added: [8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i5790ee7567214d22b5464b0ca6ad6895_22)] [added: Comments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_22)] | | | [removed: [15](#i5790ee7567214d22b5464b0ca6ad6895_22)] [added: [16](#i6fcd4fbc0dce4b2f96ce7c818d676c11_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#i5790ee7567214d22b5464b0ca6ad6895_25)] [added: [Properties](#i6fcd4fbc0dce4b2f96ce7c818d676c11_25)] | | | [removed: [15](#i5790ee7567214d22b5464b0ca6ad6895_25)] [added: [16](#i6fcd4fbc0dce4b2f96ce7c818d676c11_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i5790ee7567214d22b5464b0ca6ad6895_28)] [added: Proceedings](#i6fcd4fbc0dce4b2f96ce7c818d676c11_28)] | | | [removed: [16](#i5790ee7567214d22b5464b0ca6ad6895_28)] [added: [17](#i6fcd4fbc0dce4b2f96ce7c818d676c11_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i5790ee7567214d22b5464b0ca6ad6895_31)] [added: Disclosures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_31)] | | | [removed: [16](#i5790ee7567214d22b5464b0ca6ad6895_31)] [added: [18](#i6fcd4fbc0dce4b2f96ce7c818d676c11_31)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i5790ee7567214d22b5464b0ca6ad6895_34)] [added: Officers](#i6fcd4fbc0dce4b2f96ce7c818d676c11_34)] | | | [removed: [17](#i5790ee7567214d22b5464b0ca6ad6895_34)] [added: [19](#i6fcd4fbc0dce4b2f96ce7c818d676c11_34)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5790ee7567214d22b5464b0ca6ad6895_40)] [added: Securities](#i6fcd4fbc0dce4b2f96ce7c818d676c11_40)] | | | [removed: [18](#i5790ee7567214d22b5464b0ca6ad6895_40)] [added: [20](#i6fcd4fbc0dce4b2f96ce7c818d676c11_40)] | | |

| | | | Item 6. | | | [removed: [Reserved](#i5790ee7567214d22b5464b0ca6ad6895_43)] [added: [Reserved](#i6fcd4fbc0dce4b2f96ce7c818d676c11_43)] | | | [removed: [19](#i5790ee7567214d22b5464b0ca6ad6895_43)] [added: [21](#i6fcd4fbc0dce4b2f96ce7c818d676c11_43)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5790ee7567214d22b5464b0ca6ad6895_46)] [added: Operations](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] | | | [removed: [20](#i5790ee7567214d22b5464b0ca6ad6895_46)] [added: [22](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5790ee7567214d22b5464b0ca6ad6895_82)] [added: Risk](#i6fcd4fbc0dce4b2f96ce7c818d676c11_85)] | | | [removed: [31](#i5790ee7567214d22b5464b0ca6ad6895_82)] [added: [32](#i6fcd4fbc0dce4b2f96ce7c818d676c11_85)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5790ee7567214d22b5464b0ca6ad6895_85)] [added: Data](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] | | | [removed: [33](#i5790ee7567214d22b5464b0ca6ad6895_85)] [added: [33](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5790ee7567214d22b5464b0ca6ad6895_187)] [added: Disclosure](#i6fcd4fbc0dce4b2f96ce7c818d676c11_193)] | | | [removed: [68](#i5790ee7567214d22b5464b0ca6ad6895_187)] [added: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_193)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i5790ee7567214d22b5464b0ca6ad6895_190)] [added: Procedures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_196)] | | | [removed: [68](#i5790ee7567214d22b5464b0ca6ad6895_190)] [added: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_196)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i5790ee7567214d22b5464b0ca6ad6895_193)] [added: Information](#i6fcd4fbc0dce4b2f96ce7c818d676c11_199)] | | | [removed: [68](#i5790ee7567214d22b5464b0ca6ad6895_193)] [added: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_199)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5790ee7567214d22b5464b0ca6ad6895_1917)] [added: Inspections](#i6fcd4fbc0dce4b2f96ce7c818d676c11_202)] | | | [removed: [68](#i5790ee7567214d22b5464b0ca6ad6895_1917)] [added: [70](#i6fcd4fbc0dce4b2f96ce7c818d676c11_202)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5790ee7567214d22b5464b0ca6ad6895_199)] [added: Governance](#i6fcd4fbc0dce4b2f96ce7c818d676c11_208)] | | | [removed: [69](#i5790ee7567214d22b5464b0ca6ad6895_199)] [added: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_208)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i5790ee7567214d22b5464b0ca6ad6895_202)] [added: Compensation](#i6fcd4fbc0dce4b2f96ce7c818d676c11_211)] | | | [removed: [69](#i5790ee7567214d22b5464b0ca6ad6895_202)] [added: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_211)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5790ee7567214d22b5464b0ca6ad6895_205)] [added: Matters](#i6fcd4fbc0dce4b2f96ce7c818d676c11_214)] | | | [removed: [69](#i5790ee7567214d22b5464b0ca6ad6895_205)] [added: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_214)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5790ee7567214d22b5464b0ca6ad6895_208)] [added: Independence](#i6fcd4fbc0dce4b2f96ce7c818d676c11_217)] | | | [removed: [69](#i5790ee7567214d22b5464b0ca6ad6895_208)] [added: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_217)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5790ee7567214d22b5464b0ca6ad6895_211)] [added: Services](#i6fcd4fbc0dce4b2f96ce7c818d676c11_220)] | | | [removed: [69](#i5790ee7567214d22b5464b0ca6ad6895_211)] [added: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_220)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5790ee7567214d22b5464b0ca6ad6895_217)] [added: Schedules](#i6fcd4fbc0dce4b2f96ce7c818d676c11_226)] | | | [removed: [70](#i5790ee7567214d22b5464b0ca6ad6895_217)] [added: [72](#i6fcd4fbc0dce4b2f96ce7c818d676c11_226)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i5790ee7567214d22b5464b0ca6ad6895_229)] [added: Summary](#i6fcd4fbc0dce4b2f96ce7c818d676c11_238)] | | | [removed: [80](#i5790ee7567214d22b5464b0ca6ad6895_229)] [added: [83](#i6fcd4fbc0dce4b2f96ce7c818d676c11_238)] | | |

| [added: i] | | | [removed: ] [added: ] | | | [removed: i] | | |

Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, [removed: objectives,] [added: objectives (including objectives related to environmental, social, and governance (ESG) matters),] business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results.

For a detailed description of the risks and uncertainties that we are exposed to, you should read [Item [removed: 1A](#i5790ee7567214d22b5464b0ca6ad6895_19),] [added: 1A](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19),] “Risk Factors” included elsewhere in this Annual Report.

| | | | [removed: ] [added: ] | | | ii | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [Signatures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_241) | | | [84](#i6fcd4fbc0dce4b2f96ce7c818d676c11_241) | | |

| | | | | | | [Signatures](#i5790ee7567214d22b5464b0ca6ad6895_232) | | | [81](#i5790ee7567214d22b5464b0ca6ad6895_232) | | |

At [removed: January 28, 2022,] [added: February 3, 2023,] our properties consisted of [removed: 1,971] [added: 1,738] stores in the United States [removed: and Canada] with a total of approximately [removed: 208] [added: 195] million square feet of selling space.

Of the total stores operating at [removed: January 28, 2022,] [added: February 3, 2023,] approximately [removed: 84%] [added: 89%] are owned, which includes stores on leased land, with the remainder being leased from third parties.

We also operate [removed: regional distribution centers and other] [added: several] facilities to support distribution and fulfillment, as well as data centers and various support offices.

| | | | [removed: ] [added: ] | | | [removed: 15] [added: 16] | | |

A summary of our stores is as follows:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| State | | | Stores | | | | | | State | | | Stores | | |

| Alabama | | | 38 | | | | | | Montana | | | 5 | | |

| Alaska | | | 5 | | | | | | Nebraska | | | 5 | | |

| Arizona | | | 32 | | | | | | Nevada | | | 17 | | |

| Arkansas | | | 21 | | | | | | New Hampshire | | | 13 | | |

| California | | | 112 | | | | | | New Jersey | | | 40 | | |

| Colorado | | | 29 | | | | | | New Mexico | | | 14 | | |

| Connecticut | | | 17 | | | | | | New York | | | 70 | | |

| Delaware | | | 10 | | | | | | North Carolina | | | 114 | | |

| District of Columbia | | | 1 | | | | | | North Dakota | | | 3 | | |

| Florida | | | 128 | | | | | | Ohio | | | 83 | | |

| Georgia | | | 64 | | | | | | Oklahoma | | | 29 | | |

| Hawaii | | | 4 | | | | | | Oregon | | | 14 | | |

| Idaho | | | 8 | | | | | | Pennsylvania | | | 83 | | |

| Illinois | | | 37 | | | | | | Rhode Island | | | 5 | | |

| Indiana | | | 43 | | | | | | South Carolina | | | 50 | | |

| Iowa | | | 11 | | | | | | South Dakota | | | 3 | | |

| Kansas | | | 12 | | | | | | Tennessee | | | 60 | | |

| Kentucky | | | 42 | | | | | | Texas | | | 143 | | |

| Louisiana | | | 30 | | | | | | Utah | | | 17 | | |

| Maine | | | 11 | | | | | | Vermont | | | 2 | | |

| Maryland | | | 29 | | | | | | Virginia | | | 69 | | |

| Massachusetts | | | 28 | | | | | | Washington | | | 35 | | |

| Michigan | | | 45 | | | | | | West Virginia | | | 18 | | |

| Minnesota | | | 10 | | | | | | Wisconsin | | | 8 | | |

| Mississippi | | | 24 | | | | | | Wyoming | | | 1 | | |

| Missouri | | | 46 | | | | | | Total | | | 1,738 | | |

| | | | [removed: ] [added: ] | | | [removed: 16] [added: 18] | | |

| Marvin R. Ellison | | | | | | [removed: 57] [added: 58] | | | | | | Chairman, President and Chief Executive Officer since May 2021; President and Chief Executive Officer, July 2018 – May 2021; Chairman of the Board and Chief Executive Officer, J.C. Penney Company, Inc. (a department store retailer), 2016 – May 2018; Chief Executive Officer, J.C. Penney Company, Inc., 2015 – 2016; President, J.C. Penney Company, Inc., 2014 – 2015; Executive Vice President – U.S. Stores, The Home Depot, Inc. (a home improvement retailer) 2008 – 2014. | | |

| William P. Boltz | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, Merchandising since August 2018; President and CEO, Chervon North America (a global power tool supplier), 2015 – 2018; President and owner of The Boltz Group, LLC (a retail consulting firm), 2013 – 2015; Senior Vice President, Merchandising, The Home Depot, Inc. (a home improvement retailer), 2006 – 2012. | | |

| Janice [added: M.] Dupré | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Human Resources since June 2020; Senior Vice President, Talent Management & Diversity and Global Chief Diversity Officer, January 2020 – June 2020; Vice President, Leadership Development and Global Chief Diversity Officer, November 2017 – January 2020; Vice President of Diversity & [removed: Inclusion,] [added: Inclusion and Chief Diversity Officer,] McKesson Corporation (a healthcare company), June 2015 – October 2017. | | |

| Donald E. Frieson | | | | | | [removed: 63] [added: 64] | | | | | | Executive Vice President, Supply Chain since August 2018; Executive Vice President, Operations, Sam’s Club (a general merchandise retailer), 2014 – 2017; Senior Vice President, Replenishment, Planning and Real Estate, Sam’s Club, 2012 – 2014. | | |

| Seemantini Godbole | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, Chief [added: Digital and] Information Officer since [added: September 2022; Executive Vice President, Chief Information Officer,] November [removed: 2018;] [added: 2018 – September 2022;] Senior Vice President, Digital and Marketing Technology, Target Corporation (a department store retailer), January 2017 – November 2018; Vice President, Digital and Marketing Technology, Target Corporation, 2013 – December 2016. | | |

| Ross W. McCanless | | | | | | [removed: 64] [added: 65] | | | | | | Executive Vice President, General Counsel and Corporate Secretary since 2018; Chief Legal Officer, Secretary and Chief Compliance Officer, 2016 – 2018; General Counsel, Secretary and Chief Compliance Officer, 2015 – 2016; Chief Legal Officer, Extended Stay America, Inc. (a hotel operating company) and ESH Hospitality, Inc. (a hotel real estate investment company), 2013 – 2014. | | |

| Joseph M. McFarland III | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, Stores since August 2018; Executive Vice President and Chief Customer Officer, J.C. Penney Company, Inc. (a department store retailer), March 2018 – August 2018; Executive Vice President, Stores, J.C. Penney Company, Inc., 2016 – March 2018; Divisional President, The Home Depot, Inc. (a home improvement retailer), 2007 – 2015. | | |

| [added: 19] | | | [removed: ] [added: ] | | | [removed: 17] | | |

| Brandon J. Sink | | | | | | 45 | | | | | | Executive Vice President, Chief Financial Officer since April 2022; Senior Vice President, Retail Finance, March 2021 – April 2022; Vice President, Merchandising Finance, June 2019 – March 2021; Vice President, Enterprise Strategy, August 2018 – June 2019; Vice President, Finance, September 2016 – August 2018; Vice President, Corporate Controller, July 2015 – September 2016. | | |

| | | | | | | | | | | | | | | |

| David M. Denton | | | | | | 56 | | | | | | Executive Vice President, Chief Financial Officer since November 2018; Executive Vice President and Chief Financial Officer, CVS Health Corporation (a diversified health solutions company), 2010 – November 2018. | | |

| Marisa F. Thalberg | | | | | | 52 | | | | | | Executive Vice President, Chief Brand and Marketing Officer since February 2020; Global Chief Brand Officer, Taco Bell Corporation (a fast-food company), January 2018 – February 2020; Chief Marketing Officer, Taco Bell Corporation, January 2016 – January 2018; Chief Brand Engagement Officer, Taco Bell Corporation, May 2015 – January 2016; Vice President, Corporate Digital and Content Marketing Worldwide, The Estée Lauder Companies (a beauty products company), 2007 – May 2015. | | |

As of March [removed: 17, 2022,] [added: 23, 2023,] there were [removed: 21,284] [added: 21,193] holders of record of Lowe’s common stock.

The graph assumes $100 invested on February [removed: 3, 2017] [added: 2, 2018,] in the Company’s common stock and each of the indices.

[removed: ][added: ]

| | | | [removed: 2/3/2017] [added: 2/2/2018] | | | | | | [removed: 2/2/2018] [added: 2/1/2019] | | | | | | [removed: 2/1/2019] [added: 1/31/2020] | | | | | | [removed: 1/31/2020] [added: 1/29/2021] | | | | | | [removed: 1/29/2021] [added: 1/28/2022] | | | | | | [removed: 1/28/2022] [added: 2/3/2023] | | |

| | | | [removed: ] [added: ] | | | [removed: 18] [added: 20] | | |

The following table sets forth information with respect to purchases of the Company’s common stock made during the fourth quarter of fiscal [removed: 2021:][added: 2022:]

| | | | Total Number of Shares Purchased 1 | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 | | | | | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: 2] [added: 2, 3] | | |

2 *On December [removed: 15, 2021,] [added: 7, 2022,] the Company announced that its Board of Directors authorized an additional [removed: $13.0] [added: $15.0] billion of share repurchases, in addition to the [removed: $15.0] [added: $13.0] billion of share repurchases authorized by the Board of Directors in December [removed: 2020,] [added: 2021,] with no expiration.*

[removed: 3] [added: 4] *In November [removed: 2021,] [added: 2022,] the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase the Company’s common stock.

At inception, pursuant to the agreement, the Company paid [removed: $3.0 billion] [added: $530 million] to the financial institution and received an initial delivery of [removed: 10.3] [added: 2.0] million shares.

In January [removed: 2022,] [added: 2023,] prior to the end of the fiscal year, the Company finalized the transaction and received an additional [removed: 1.6] [added: 0.6] million shares.

See* [removed: *[Note](#i5790ee7567214d22b5464b0ca6ad6895_151) [1](#i5790ee7567214d22b5464b0ca6ad6895_151)[0](#i5790ee7567214d22b5464b0ca6ad6895_151)*] [added: *[Note 10](#i6fcd4fbc0dce4b2f96ce7c818d676c11_157)*] *to the consolidated financial statements included herein for additional information regarding share repurchases.*

| Lowe’s | | | $ | 100.00 | | | | | $ | 97.59 | | | | | $ | 119.05 | | | | | $ | 173.75 | | | | | $ | 248.16 | | | | | $ | 232.67 | |

| S&P 500 | | | 100.00 | | | | | | 99.35 | | | | | | 121.46 | | | | | | 142.39 | | | | | | 172.28 | | | | | | 163.47 | | |

| S&P Retail Index | | | $ | 100.00 | | | | | $ | 108.22 | | | | | $ | 130.53 | | | | | $ | 184.54 | | | | | $ | 195.42 | | | | | $ | 165.36 | |

| October 29, 2022 - November 25, 2022 4 | | | 5,955,618 | | | | | | $ | 197.92 | | | | | 5,955,320 | | | | | | $ | 6,427,480,025 | |

| November 26, 2022 - December 30, 2022 | | | 585 | | | | | | 208.75 | | | | | | — | | | | | | 21,427,480,025 | | |

| December 31, 2022 - February 3, 2023 4 | | | 4,015,907 | | | | | | 204.87 | | | | | | 4,008,843 | | | | | | 20,727,480,160 | | |

| As of February 3, 2023 | | | 9,972,110 | | | | | | $ | 200.72 | | | | | 9,964,163 | | | | | | $ | 20,727,480,160 | |

3 *As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ (deficit)/equity.*

| Lowe’s | | | $ | 100.00 | | | | | $ | 141.08 | | | | | $ | 137.68 | | | | | $ | 167.96 | | | | | $ | 245.12 | | | | | $ | 350.10 | |

| S&P 500 | | | 100.00 | | | | | | 122.62 | | | | | | 122.55 | | | | | | 148.95 | | | | | | 174.62 | | | | | | 211.27 | | |

| S&P Retail Index | | | $ | 100.00 | | | | | $ | 142.48 | | | | | $ | 154.19 | | | | | $ | 185.97 | | | | | $ | 262.93 | | | | | $ | 278.43 | |

| October 30, 2021 - November 26, 2021 3 | | | 12,081,035 | | | | | | $ | 248.99 | | | | | 12,080,454 | | | | | | $ | 7,307,846,188 | |

| November 27, 2021 - December 31, 2021 | | | 1,147 | | | | | | 253.46 | | | | | | — | | | | | | 20,307,846,188 | | |

| January 1, 2022 - January 28, 2022 3 | | | 4,059,224 | | | | | | 245.34 | | | | | | 4,044,512 | | | | | | 19,727,849,966 | | |

| As of January 28, 2022 | | | 16,141,406 | | | | | | $ | 248.07 | | | | | 16,124,966 | | | | | | $ | 19,727,849,966 | |

| [added: 21] | | | [removed: ] [added: ] | | | [removed: 19] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i5790ee7567214d22b5464b0ca6ad6895_88)] [added: Reporting](#i6fcd4fbc0dce4b2f96ce7c818d676c11_91)] | | | [removed: [34](#i5790ee7567214d22b5464b0ca6ad6895_88)] [added: [34](#i6fcd4fbc0dce4b2f96ce7c818d676c11_91)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5790ee7567214d22b5464b0ca6ad6895_91)] [added: Firm](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] (PCAOB ID No. 34) | | | [removed: [35](#i5790ee7567214d22b5464b0ca6ad6895_91)] [added: [35](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] | | |

| [Consolidated Statements of [removed: Earnings](#i5790ee7567214d22b5464b0ca6ad6895_97)] [added: Earnings](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] | | | [removed: [38](#i5790ee7567214d22b5464b0ca6ad6895_97)] [added: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5790ee7567214d22b5464b0ca6ad6895_100)] [added: Income](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] | | | [removed: [38](#i5790ee7567214d22b5464b0ca6ad6895_100)] [added: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] | | |

| [Consolidated Balance [removed: Sheets](#i5790ee7567214d22b5464b0ca6ad6895_103)] [added: Sheets](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] | | | [removed: [39](#i5790ee7567214d22b5464b0ca6ad6895_103)] [added: [39](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] | | |

| [Consolidated Statements of [removed: Shareholders’](#i5790ee7567214d22b5464b0ca6ad6895_109) [(Deficit)/](#i5790ee7567214d22b5464b0ca6ad6895_109)[Equity](#i5790ee7567214d22b5464b0ca6ad6895_109)] [added: Shareholders’ (Deficit)/Equity](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] | | | [removed: [40](#i5790ee7567214d22b5464b0ca6ad6895_109)] [added: [40](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5790ee7567214d22b5464b0ca6ad6895_112)] [added: Flows](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] | | | [removed: [41](#i5790ee7567214d22b5464b0ca6ad6895_112)] [added: [41](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5790ee7567214d22b5464b0ca6ad6895_115)] [added: Statements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] | | | [removed: [42](#i5790ee7567214d22b5464b0ca6ad6895_115)] [added: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#i5790ee7567214d22b5464b0ca6ad6895_118)] [added: Policies](#i6fcd4fbc0dce4b2f96ce7c818d676c11_121)] | | | [removed: [42](#i5790ee7567214d22b5464b0ca6ad6895_118)] [added: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_121)] | | |

| [Note 3: Fair Value [removed: Measurements](#i5790ee7567214d22b5464b0ca6ad6895_124)] [added: Measurements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_127)] | | | [removed: [50](#i5790ee7567214d22b5464b0ca6ad6895_124)] [added: [50](#i6fcd4fbc0dce4b2f96ce7c818d676c11_127)] | | |

| [Note 4: Property and Accumulated [removed: Depreciation](#i5790ee7567214d22b5464b0ca6ad6895_130)] [added: Depreciation](#i6fcd4fbc0dce4b2f96ce7c818d676c11_133)] | | | [removed: [52](#i5790ee7567214d22b5464b0ca6ad6895_130)] [added: [53](#i6fcd4fbc0dce4b2f96ce7c818d676c11_133)] | | |

| [removed: [Note](#i5790ee7567214d22b5464b0ca6ad6895_1894) [5](#i5790ee7567214d22b5464b0ca6ad6895_1894)[:] [added: [Note 5:] Goodwill and Intangible [removed: Assets](#i5790ee7567214d22b5464b0ca6ad6895_1894)] [added: Assets](#i6fcd4fbc0dce4b2f96ce7c818d676c11_136)] | | | [removed: [52](#i5790ee7567214d22b5464b0ca6ad6895_1894)] [added: [52](#i6fcd4fbc0dce4b2f96ce7c818d676c11_136)] | | |

| [removed: [Note](#i5790ee7567214d22b5464b0ca6ad6895_148) [9](#i5790ee7567214d22b5464b0ca6ad6895_148)[:] [added: [Note 9:] Derivative [removed: Instruments](#i5790ee7567214d22b5464b0ca6ad6895_148)] [added: Instruments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_154)] | | | [removed: [57](#i5790ee7567214d22b5464b0ca6ad6895_148)] [added: [59](#i6fcd4fbc0dce4b2f96ce7c818d676c11_154)] | | |

[removed: | [Note 1](#i5790ee7567214d22b5464b0ca6ad6895_151)[0](#i5790ee7567214d22b5464b0ca6ad6895_151)[: Shareholders’](#i5790ee7567214d22b5464b0ca6ad6895_151) [(Deficit)/](#i5790ee7567214d22b5464b0ca6ad6895_151)[Equity](#i5790ee7567214d22b5464b0ca6ad6895_151) | | | [58](#i5790ee7567214d22b5464b0ca6ad6895_151) | | |][added: NOTE 10: Shareholders’ Deficit]

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_154)[1](#i5790ee7567214d22b5464b0ca6ad6895_154)[:](#i5790ee7567214d22b5464b0ca6ad6895_154) [Share-Based Payments](#i5790ee7567214d22b5464b0ca6ad6895_154)] [added: 11: Share-Based Payments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_160)] | | | [removed: [59](#i5790ee7567214d22b5464b0ca6ad6895_154)] [added: [61](#i6fcd4fbc0dce4b2f96ce7c818d676c11_160)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_157)[2](#i5790ee7567214d22b5464b0ca6ad6895_157)[:] [added: 12:] Employee Retirement [removed: Plans](#i5790ee7567214d22b5464b0ca6ad6895_157)] [added: Plans](#i6fcd4fbc0dce4b2f96ce7c818d676c11_163)] | | | [removed: [63](#i5790ee7567214d22b5464b0ca6ad6895_157)] [added: [64](#i6fcd4fbc0dce4b2f96ce7c818d676c11_163)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_160)[3](#i5790ee7567214d22b5464b0ca6ad6895_160)[:] [added: 13:] Income [removed: Taxes](#i5790ee7567214d22b5464b0ca6ad6895_160)] [added: Taxes](#i6fcd4fbc0dce4b2f96ce7c818d676c11_166)] | | | [removed: [64](#i5790ee7567214d22b5464b0ca6ad6895_160)] [added: [65](#i6fcd4fbc0dce4b2f96ce7c818d676c11_166)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_163)[4](#i5790ee7567214d22b5464b0ca6ad6895_163)[:] [added: 14:] Earnings Per [removed: Share](#i5790ee7567214d22b5464b0ca6ad6895_163)] [added: Share](#i6fcd4fbc0dce4b2f96ce7c818d676c11_169)] | | | [removed: [65](#i5790ee7567214d22b5464b0ca6ad6895_163)] [added: [67](#i6fcd4fbc0dce4b2f96ce7c818d676c11_169)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_166)[5:](#i5790ee7567214d22b5464b0ca6ad6895_166) [Commitments] [added: 15: Commitments] and [removed: Contingencies](#i5790ee7567214d22b5464b0ca6ad6895_166)] [added: Contingencies](#i6fcd4fbc0dce4b2f96ce7c818d676c11_172)] | | | [removed: [66](#i5790ee7567214d22b5464b0ca6ad6895_166)] [added: [67](#i6fcd4fbc0dce4b2f96ce7c818d676c11_172)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_169)[6](#i5790ee7567214d22b5464b0ca6ad6895_169)[:] [added: 16:] Related [removed: Parties](#i5790ee7567214d22b5464b0ca6ad6895_169)] [added: Parties](#i6fcd4fbc0dce4b2f96ce7c818d676c11_175)] | | | [removed: [66](#i5790ee7567214d22b5464b0ca6ad6895_169)] [added: [68](#i6fcd4fbc0dce4b2f96ce7c818d676c11_175)] | | |

| [Note [removed: 1](#i5790ee7567214d22b5464b0ca6ad6895_172)[7](#i5790ee7567214d22b5464b0ca6ad6895_172)[:] [added: 17:] Other [removed: Information](#i5790ee7567214d22b5464b0ca6ad6895_172)] [added: Information](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178)] | | | [removed: [67](#i5790ee7567214d22b5464b0ca6ad6895_172)] [added: [68](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178)] | | |

| [added: 33] | | | [removed: ] [added: ] | | | [removed: 33] | | |

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Internal Control as of [removed: January 28, 2022.][added: February 3, 2023.]

Based on our management’s assessment, we have concluded that, as of [removed: January 28, 2022,] [added: February 3, 2023,] our Internal Control is effective.

Their report appears on page [removed: [37](#i5790ee7567214d22b5464b0ca6ad6895_94).][added: [3](#i6fcd4fbc0dce4b2f96ce7c818d676c11_97)[7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_97).]

| | | | [removed: ] [added: ] | | | 34 | | |

We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of [removed: January 28, 2022] [added: February 3, 2023] and January [removed: 29, 2021,] [added: 28, 2022,] the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows, for each of the three fiscal years in the period ended [removed: January 28, 2022,] [added: February 3, 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [removed: January 28, 2022] [added: February 3, 2023] and January [removed: 29, 2021,] [added: 28, 2022,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended [removed: January 28, 2022,] [added: February 3, 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of [removed: January 28, 2022,] [added: February 3, 2023,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 21, 2022,] [added: 27, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

In the fiscal year ended [removed: January 28, 2022,] [added: February 3, 2023,] the Company purchased inventory from a significant number of vendors.

| [added: 35] | | | [removed: ] [added: ] | | | [removed: 35] | | |

- We tested the effectiveness of controls over vendor funds, including management’s controls over the accrual and recording of vendor funds as a reduction to the cost of inventory [removed: or] [added: as they are earned, and as a reduction to] cost of sales [added: as the related inventory is sold,] in accordance with the terms of the vendor agreements.

- We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory [removed: and/or] [added: as they are earned, and] the amount recorded as a reduction to cost of [removed: sales.][added: sales as the related inventory is sold.]

| | | | [removed: ] [added: ] | | | 36 | | |

We have audited the internal control over financial reporting of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of [removed: January 28, 2022,] [added: February 3, 2023,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: January 28, 2022,] [added: February 3, 2023,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended [removed: January 28, 2022,] [added: February 3, 2023,] of the Company and our report dated March [removed: 21, 2022,] [added: 27, 2023,] expressed an unqualified opinion on those financial statements.

| [added: 37] | | | [removed: ] [added: ] | | | [removed: 37] | | |

| | | | [removed: January 28, 2022] [added: February 3, 2023] | | | | | | | | | | | | January [removed: 29, 2021] [added: 28, 2022] | | | | | | | | | | | | January [removed: 31, 2020] [added: 29, 2021] | | | | | | | | |

| Net sales | | | $ | [removed: 96,250] [added: 97,059] | | | | | 100.00 | | % | | | | $ | [removed: 89,597] [added: 96,250] | | | | | 100.00 | | % | | | | $ | [removed: 72,148] [added: 89,597] | | | | | 100.00 | | % |

| [Note 2: Revenue](#i6fcd4fbc0dce4b2f96ce7c818d676c11_124) | | | [49](#i6fcd4fbc0dce4b2f96ce7c818d676c11_124) | | |

| [Note 6: Leases](#i6fcd4fbc0dce4b2f96ce7c818d676c11_139) | | | [53](#i6fcd4fbc0dce4b2f96ce7c818d676c11_139) | | |

| [Note 7:](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) [D](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142)[ivestiture of the Canadian Retail Business](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) | | | [55](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) | | |

| [Note 8: Debt](#i6fcd4fbc0dce4b2f96ce7c818d676c11_148) | | | [56](#i6fcd4fbc0dce4b2f96ce7c818d676c11_148) | | |

March 27, 2023

March 27, 2023

| Net earnings | | | $ | 6,437 | | | | | 6.63 | | % | | | | $ | 8,442 | | | | | 8.77 | | % | | | | $ | 5,835 | | | | | 6.51 | | % |

| | | | | | | February 3, 2023 | | | | | | January 28, 2022 | | |

| Repurchases of common stock | | | (71) | | | | | | (35) | | | | | | (375) | | | | | | (13,718) | | | | | | — | | | | | | (14,128) | | |

| Balance February 3, 2023 | | | 601 | | | | | | $ | 301 | | | | | $ | — | | | | | $ | (14,862) | | | | | $ | 307 | | | | | $ | (14,254) | |

| Loss on sale of business | | | 421 | | | | | | — | | | | | | — | | |

| Proceeds from sale of business | | | 491 | | | | | | — | | | | | | — | | |

On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores in Canada, as well as serviced 210 dealer-owned stores.

The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber.

See [Note 7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) for information on this divestiture.

Also included in long-term investments is performance-based contingent consideration associated with the sale of the Canadian retail business.

The Company accounts for the contingent consideration under the fair value option under Accounting Standards Codification (ASC) 825, *Financial Instruments,* which requires the contingent consideration to be recorded at its initial fair value upon recognition and as of each balance sheet date thereafter.

Changes in the estimated fair value of the contingent consideration are recognized as non-cash changes in fair value included within SG&A expense in the consolidated statements of earnings.

January 28, 2022.

transfers as sales of the accounts receivable.

For operating locations identified for sale or closure, a market approach is used to determine the fair value of the asset group.

If, after assessing qualitative factors, we determine it is more

| | | | February 3, 2023 | | | | | | | | | | | | January 28, 2022 | | | | | | | | |

1 *The reduction in the gross carrying amount and cumulative impairment of goodwill is as a result of the sale of the Canadian retail business in fiscal 2022.*

| Financed payment obligations outstanding at the beginning of the year | | | $ | 2,274 | | | | | $ | 1,710 | | | | | $ | 1,329 | |

| Payment obligations financed during the year | | | 12,159 | | | | | | 11,538 | | | | | | 10,121 | | |

| Financed payment obligations paid during the year | | | (12,176) | | | | | | (10,974) | | | | | | (9,740) | | |

| Financed payment obligations outstanding at the end of the year | | | $ | 2,257 | | | | | $ | 2,274 | | | | | $ | 1,710 | |

| (In millions) | | | February 3, 2023 | | | | | | January 28, 2022 | | |

| Total | | | $ | 3,488 | | | | | $ | 3,207 | |

*Enactment of the Inflation Reduction Act*

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (IRA) which, among other changes, created a new 15% corporate alternative minimum tax based on adjusted financial statement income, which is effective for the Company beginning February 4, 2023.

The Company does not expect the corporate alternative minimum tax will have a significant impact on the Company’s consolidated financial statements.

*Income Tax Relief*

On October 5, 2022, the Internal Revenue Service announced that businesses in certain states, including North Carolina, affected by Hurricane Ian would receive tax relief by postponing certain tax-payment deadlines.

Under this relief, the Company’s quarterly federal estimated income tax payments originally due by October 17, 2022 and January 17, 2023, can be deferred until February 15, 2023.

As of February 3, 2023, the Company deferred $1.2 billion of federal income taxes payable, which is included in income taxes payable in the consolidated balance sheets.

In August 2022, the IRA enacted a 1% excise tax on net share repurchases after December 31, 2022.

Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ (deficit)/equity.

The

| [Note 2: Revenue](#i5790ee7567214d22b5464b0ca6ad6895_121) | | | [48](#i5790ee7567214d22b5464b0ca6ad6895_121) | | |

| [Note](#i5790ee7567214d22b5464b0ca6ad6895_133) [6](#i5790ee7567214d22b5464b0ca6ad6895_133)[: Leases](#i5790ee7567214d22b5464b0ca6ad6895_133) | | | [53](#i5790ee7567214d22b5464b0ca6ad6895_133) | | |

| [Note](#i5790ee7567214d22b5464b0ca6ad6895_136) [7](#i5790ee7567214d22b5464b0ca6ad6895_136)[: Exit Activities](#i5790ee7567214d22b5464b0ca6ad6895_136) | | | [54](#i5790ee7567214d22b5464b0ca6ad6895_136) | | |

| [Note](#i5790ee7567214d22b5464b0ca6ad6895_142) [8](#i5790ee7567214d22b5464b0ca6ad6895_142)[:](#i5790ee7567214d22b5464b0ca6ad6895_142) [D](#i5790ee7567214d22b5464b0ca6ad6895_142)[ebt](#i5790ee7567214d22b5464b0ca6ad6895_142) | | | [55](#i5790ee7567214d22b5464b0ca6ad6895_142) | | |

| | | | | | | | | |

March 21, 2022

| Capital in excess of par value | | | | | | — | | | | | | 90 | | |

| Balance February 1, 2019 | | | 801 | | | | | | $ | 401 | | | | | $ | — | | | | | $ | 3,452 | | | | | $ | (209) | | | | | $ | 3,644 | |

| Cumulative effect of accounting change | | | — | | | | | | — | | | | | | — | | | | | | (263) | | | | | | — | | | | | | (263) | | |

| Repurchases of common stock | | | (41) | | | | | | (21) | | | | | | (214) | | | | | | (4,090) | | | | | | — | | | | | | (4,325) | | |

| Less: Net decrease in cash classified within current assets held for sale | | | — | | | | | | — | | | | | | 12 | | |

| Net (decrease)/increase in cash and cash equivalents | | | (3,557) | | | | | | 3,974 | | | | | | 205 | | |

Impacts of COVID-19 - On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a pandemic and recommended containment and mitigation measures worldwide.

In response to the COVID-19 pandemic, restrictions were put in place in an attempt to control the spread of the disease.

At the onset of the pandemic, the Company implemented a number of measures to facilitate a safer store environment and to provide support for its associates, customers and community.

Beginning in fiscal 2020, the Company expanded associate benefits in response to COVID-19 to provide additional paid time off, special payments to hourly associates, temporary wage increases and other benefits, which continued through 2021.

The Company also continued enhanced cleaning protocols.

These actions resulted in $162 million and $1.2 billion of expense included in selling, general and administrative (SG&A) expense in the consolidated statements of earnings for the fiscal years ended January 28, 2022 and January 29, 2021, respectively.

In addition, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was enacted on March 27, 2020, included measures to assist companies in response to the COVID-19 pandemic.

In accordance with the CARES Act, the Company deferred the payments of qualifying employer payroll taxes which were required to be paid over two years, with half due by December 31, 2021, and the other half due by December 31, 2022.

These amounts are included in cash flows from other operating liabilities in the accompanying consolidated statements of cash flows.

The following table presents the qualifying employer payroll taxes deferred in accordance with the CARES Act along with the location in the consolidated balance sheets:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accrued compensation and employee benefits | | | $ | 240 | | | | | $ | 241 | |

| Other liabilities | | | — | | | | | | 240 | | |

| Total deferred qualified employer payroll taxes | | | $ | 240 | | | | | $ | 481 | |

fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

financial performance, strategic importance and/or invested capital.

Total payment obligations that were placed and settled on the accounts payable tracking systems were $11.0 billion and $9.7 billion for each of the years ended January 28, 2022 and January 29, 2021, respectively.

| Total | | | $ | 3,335 | | | | | $ | 3,235 | |

related to claims, it is possible that actual results could differ from recorded self-insurance liabilities.

The amounts of long-lived assets and net sales outside of the U.S. were approximately 7.7% and 6.9%, respectively, at January 31, 2020.

| Home Décor ¹ | | | | | | $ | 34,025 | | | | | 35.3 | | % | | | | $ | 31,536 | | | | | 35.2 | | % | | | | $ | 26,198 | | | | | 36.3 | | % |

| Building Products ² | | | | | | 31,151 | | | | | | 32.4 | | | | | | 28,218 | | | | | | 31.5 | | | | | | 22,524 | | | | | | 31.2 | | |

| Hardlines ³ | | | | | | 28,571 | | | | | | 29.7 | | | | | | 27,877 | | | | | | 31.1 | | | | | | 21,438 | | | | | | 29.7 | | |

| Other | | | | | | 2,503 | | | | | | 2.6 | | | | | | 1,966 | | | | | | 2.2 | | | | | | 1,988 | | | | | | 2.8 | | |

| International | | | | | | 5,902 | | | | | | 5,294 | | | | | | 5,001 | | |

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 [removed: 8](#i5790ee7567214d22b5464b0ca6ad6895_85)] [added: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] of this Annual Report.

[removed: In addition, no] [added: No] change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended [removed: January 28, 2022,] [added: February 3, 2023,] 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.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 69 | | |  | | | | | |

| | | | [removed: ] [added: ] | | | [removed: 68] [added: 70] | | |

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 [removed: 2023] [added: 2024] Annual Meeting” in the definitive Proxy Statement for the [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended [removed: January 28, 2022] [added: February 3, 2023] (the Proxy Statement).

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 [removed: Statement.][added: Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.]

| [added: 71] | | | [removed: ] [added: ] | | | [removed: 69] | | |

See the following items and page numbers appearing in [Item [removed: 8](#i5790ee7567214d22b5464b0ca6ad6895_85)] [added: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] of this Annual Report:

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i5790ee7567214d22b5464b0ca6ad6895_91)] [added: Firm](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] | | | [removed: [35](#i5790ee7567214d22b5464b0ca6ad6895_91)] [added: [35](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] | | |

| | | | [Consolidated Statements of Earnings for each of the three fiscal years in the period [removed: ended January 2](#i5790ee7567214d22b5464b0ca6ad6895_97)[8](#i5790ee7567214d22b5464b0ca6ad6895_97)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_97)[2](#i5790ee7567214d22b5464b0ca6ad6895_97)] [added: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100) [F](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[eb](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[rua](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[ry](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100) [](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] | | | [removed: [38](#i5790ee7567214d22b5464b0ca6ad6895_97)] [added: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period [removed: ended January 2](#i5790ee7567214d22b5464b0ca6ad6895_100)[8](#i5790ee7567214d22b5464b0ca6ad6895_100)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_100)[2](#i5790ee7567214d22b5464b0ca6ad6895_100)] [added: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103) [February 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] | | | [removed: [38](#i5790ee7567214d22b5464b0ca6ad6895_100)] [added: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] | | |

| | | | [Consolidated Statements of [removed: Shareholders’](#i5790ee7567214d22b5464b0ca6ad6895_109) [(Deficit)/](#i5790ee7567214d22b5464b0ca6ad6895_109)[Equity] [added: Shareholders’ (Deficit)/Equity] for each of the three fiscal years in the period [removed: ended January 2](#i5790ee7567214d22b5464b0ca6ad6895_109)[8](#i5790ee7567214d22b5464b0ca6ad6895_109)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_109)[2](#i5790ee7567214d22b5464b0ca6ad6895_109)] [added: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112) [February 3, 20](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)[23](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] | | | [removed: [40](#i5790ee7567214d22b5464b0ca6ad6895_109)] [added: [40](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three fiscal years in the period [removed: ended January 2](#i5790ee7567214d22b5464b0ca6ad6895_112)[8](#i5790ee7567214d22b5464b0ca6ad6895_112)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_112)[2](#i5790ee7567214d22b5464b0ca6ad6895_112)] [added: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115) [F](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)[ebruary 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] | | | [removed: [41](#i5790ee7567214d22b5464b0ca6ad6895_112)] [added: [41](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] | | |

| | | | [Notes to Consolidated Financial Statements for each of the three fiscal years in the period [removed: ended January 2](#i5790ee7567214d22b5464b0ca6ad6895_115)[8](#i5790ee7567214d22b5464b0ca6ad6895_115)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_115)[2](#i5790ee7567214d22b5464b0ca6ad6895_115)] [added: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118) [](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)[Febr](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)[uary 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] | | | [removed: [42](#i5790ee7567214d22b5464b0ca6ad6895_115)] [added: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] | | |

| | | | [removed: ] [added: ] | | | [removed: 70] [added: 72] | | |

| Reserve for loss on obsolete inventory | | | $ | [removed: 78] [added: 168] | | | | | $ | [removed: 27] [added: —] | | | | | [removed: 1] | | | | | | $ | [removed: —] [added: (29)] | | | | | [added: 1] | | | | | | $ | [removed: 105] [added: 139] | |

| Reserve for sales returns | | | [removed: 194] [added: 245] | | | | | | — | | | | | | | | | | | | [removed: —] [added: (11)] | | | | | | | | | | | | [removed: 194] [added: 234] | | |

| Deferred tax valuation allowance | | | [removed: 569] [added: 590] | | | | | | [removed: —] [added: 546] | | | | | | [added: 3] | | | | | | [removed: (8)] [added: —] | | | | | | [removed: 3] | | | | | | [removed: 561] [added: 1,136] | | |

3 *Represents [removed: a (decrease)/increase] [added: the increase/(decrease)] in the required reserve based on the Company’s evaluation of deferred tax assets.*

| [added: 73] | | | [removed: ] [added: ] | | | [removed: 71] | | |

| 3.2 | | | | | | [Bylaws of Lowe’s Companies, Inc., as amended and [removed: restated May 29, 2020.](http://www.sec.gov/Archives/edgar/data/60667/000006066720000108/exhibit31_05292020.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/60667/000006066722000168/exhibit31_11112022.htm) [November 11, 2022](https://www.sec.gov/Archives/edgar/data/60667/000006066722000168/exhibit31_11112022.htm)[.](https://www.sec.gov/Archives/edgar/data/60667/000006066722000168/exhibit31_11112022.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 3.1 | | | | | | [removed: June 2, 2020] [added: November 16, 2022] | | |

| | | | [removed: ] [added: ] | | | [removed: 72] [added: 74] | | |

| [added: 75] | | | [removed: ] [added: ] | | | [removed: 73] | | |

| | | | [removed: ] [added: ] | | | [removed: 74] [added: 76] | | |

| [removed: 4.21] [added: 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.](https://www.sec.gov/Archives/edgar/data/60667/000006066720000038/exhibit10103232020.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | March 24, 2020 | | |

| [removed: 4.22] [added: 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.](https://www.sec.gov/Archives/edgar/data/0000060667/000119312521357421/d260319dex102.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.2 | | | | | | December 15, 2021 | | |

| [removed: 4.23] [added: 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.](https://www.sec.gov/Archives/edgar/data/0000060667/000006066721000062/exhibit101-04222021.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | April 27, 2021 | | |

| [added: 77] | | | [removed: ] [added: ] | | | [removed: 75] | | |

| [removed: 4.24] [added: 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. 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.](https://www.sec.gov/Archives/edgar/data/0000060667/000119312521357421/d260319dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 15, 2021 | | |

| [removed: 4.25] [added: 4.29] | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/0000060667/000006066721000026/exhibit423_01292021.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 4.23 | | | | | | March 22, 2021 | | |

| | | | [removed: ] [added: ] | | | [removed: 76] [added: 78] | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of [removed: January 30, 2020.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000036/exhibit102201312020.htm)] [added: May 27, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000104/exhibit101_06022022.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-07898 | | | | | | [removed: 10.22] [added: 10.1] | | | | | | [removed: March 23, 2020] [added: June 2, 2022] | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*](http://www.sec.gov/Archives/edgar/data/60667/000119312516536350/d84644ddef14a.htm#edgtoc84644_43) | | | | | | DEF 14A | | | | | | 001-07898 | | | | | | Appendix C | | | | | | April 11, 2016 | | |

| [removed: 10.17] [added: 10.18] | | | | | | [Offer Letter between Marvin R. Ellison and Lowe’s Companies, Inc. entered into on May 21, 2018.*](http://www.sec.gov/Archives/edgar/data/60667/000119312518170222/d577212dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | May 22, 2018 | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Joseph M. McFarland III entered into on July 18, 2018.*](http://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit102_08032018.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | September 4, 2018 | | |

| [removed: 10.19] [added: 10.20] | | | | | | [Offer Letter between Lowe’s Companies, Inc. and David M. Denton entered into on August 20, 2018.*](http://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit103_08032018.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.3 | | | | | | September 4, 2018 | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Offer Letter between Lowe’s Companies, Inc. and William P. Boltz entered into on July 15, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1020_01282022.htm)[*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1020_01282022.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1020_01282022.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 10.20] | | | | | | [added: March 21, 2022] | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Seemantini Godbole entered into on [removed: October](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm) [30](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm)[, 2018.](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm)[*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm)[‡](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm)] [added: October 30, 2018.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1021_01282022.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 10.21] | | | | | | [added: March 21, 2022] | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Offer Letter between Lowe’s Companies, Inc. [removed: and](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1022_01282022.htm) [Marisa F. Thalberg](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1022_01282022.htm) [entered] [added: and Brandon J. Sink entered] into on [removed: December 31, 2019.](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1022_01282022.htm)[*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1022_01282022.htm)[‡](https://www.sec.gov/Archives/edgar/data/60667/000006066722000038/exhibit1022_01282022.htm)] [added: April 8, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000119312522100399/d347458dex101.htm)] | | | | | | [added: 8-K] | | | | | | [added: 001-07898] | | | | | | [added: 10.1] | | | | | | [added: April 8, 2022] | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement for Tier I Officers.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000036/exhibit102801312020.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.28 | | | | | | March 23, 2020 | | |

| [removed: 10.24] [added: 10.25] | | | | | | [Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement for Tier I Officers.*](https://www.sec.gov/Archives/edgar/data/60667/000006066719000086/exhibit102_05032019.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | June 3, 2019 | | |

| [removed: 10.25] [added: 10.26] | | | | | | [Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement for Tier I Officers.*](https://www.sec.gov/Archives/edgar/data/60667/000006066719000086/exhibit106_05032019.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.6 | | | | | | June 3, 2019 | | |

| [removed: 10.26] [added: 10.27] | | | | | | [Form of Lowe’s Companies, Inc. Change in Control Agreement for Tier I Senior Officers.*](http://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit107_08032018.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.7 | | | | | | September 4, 2018 | | |

| [removed: 10.27] [added: 10.28] | | | | | | [Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000175/exhibit10110302020.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | November 25, 2020 | | |

| [removed: 10.28] [added: 10.29] | | | | | | [Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000085/exhibit102_05012020.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | May 28, 2020 | | |

| [added: 79] | | | [removed: ] [added: ] | | | [removed: 77] | | |

| [removed: 10.29] [added: 10.36] | | | | | | [Lowe’s Companies, Inc. Severance Plan for Senior Officers as amended and restated May [removed: 29, 2020.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000138/exhibit10107312020.htm)] [added: 26, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000139/exhibit103_07292022.htm)] | | | | | | 10-Q | | | | | | 001-07898 | | | | | | [removed: 10.1] [added: 10.3] | | | | | | August [removed: 26, 2020] [added: 25, 2022] | | |

| | | | [Consolidated Balance Sheets at](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) [February 3,](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) [2023 and](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) [January 28, 2022](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) | | | [39](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) | | |

| February 3, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve for inventory shrinkage | | | 414 | | | | | | 1,011 | | | | | | | | | | | | (997) | | | | | | 2 | | | | | | 428 | | |

| Self-insurance liabilities | | | 1,116 | | | | | | 1,603 | | | | | | | | | | | | (1,648) | | | | | | 4 | | | | | | 1,071 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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](https://www.sec.gov/Archives/edgar/data/60667/000119312522083878/d325700dex42.htm). | | | | | | 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.](https://www.sec.gov/Archives/edgar/data/60667/000119312522241052/d359227dex42.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.2 | | | | | | September 8, 2022 | | |

| 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.](https://www.sec.gov/Archives/edgar/data/60667/000119312523013158/d455290dex102.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.2 | | | | | | January 23, 2023 | | |

| 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.](https://www.sec.gov/Archives/edgar/data/60667/000119312523013158/d455290dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | January 23, 2023 | | |

| 10.15 | | | | | | [Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000139/exhibit102_07292022.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | August 25, 2022 | | |

| 10.35 | | | | | | [Form of Lowe’s Companies, Inc. 2022 Performance Share Unit Award Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000079/exhibit102_04292022.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | May 26, 2022 | | |

| 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).‡](https://www.sec.gov/Archives/edgar/data/60667/000006066723000034/exhibit992_02032023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | |  | | | 82 | | |

| | | | [Consolidated Balance Sheets at January 2](#i5790ee7567214d22b5464b0ca6ad6895_103)[8](#i5790ee7567214d22b5464b0ca6ad6895_103)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_103)[2](#i5790ee7567214d22b5464b0ca6ad6895_103) [and January](#i5790ee7567214d22b5464b0ca6ad6895_103) [29](#i5790ee7567214d22b5464b0ca6ad6895_103)[, 202](#i5790ee7567214d22b5464b0ca6ad6895_103)[1](#i5790ee7567214d22b5464b0ca6ad6895_103) | | | [39](#i5790ee7567214d22b5464b0ca6ad6895_103) | | |

| Reserve for exit activities | | | 69 | | | | | | — | | | | | | | | | | | | (15) | | | | | | | | | | | | 54 | | |

| Reserve for exit activities | | | 88 | | | | | | — | | | | | | | | | | | | (19) | | | | | | | | | | | | 69 | | |

| January 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve for inventory shrinkage | | | 222 | | | | | | 533 | | | | | | | | | | | | (511) | | | | | | 2 | | | | | | 244 | | |

| Self-insurance liabilities | | | 953 | | | | | | 1,711 | | | | | | | | | | | | (1,560) | | | | | | 4 | | | | | | 1,104 | | |

| Reserve for exit activities | | | 361 | | | | | | — | | | | | | | | | | | | (273) | | | | | | 5 | | | | | | 88 | | |

*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.*

| 10.32 | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Dan C. Griggs, Jr. entered into on October 2, 2020.*](https://www.sec.gov/Archives/edgar/data/60667/000006066720000175/exhibit10210302020.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | November 25, 2020 | | |

| 10.33 | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Dan C. Griggs, Jr. entered into on February 12, 2021.*](https://www.sec.gov/Archives/edgar/data/60667/000006066721000026/exhibit1039_01292021.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | May 27, 2021 | | |

| [added: 83] | | | [removed: ] [added: ] | | | [removed: 80] | | |

| March [removed: 21, 2022] [added: 27, 2023] | | | | | | By: /s/ Marvin R. Ellison | | |

| Date | | | | | | [removed: David M. Denton] [added: Brandon J. Sink] Executive Vice President, Chief Financial Officer | | |

| March [removed: 21, 2022] [added: 27, 2023] | | | | | | By: /s/ Dan C. Griggs, Jr. | | |

| | | | [removed: ] [added: ] | | | [removed: 81] [added: 84] | | |

Each of the directors of the registrant whose signature appears below hereby appoints [removed: David M.][added: Brandon J.]

| /s/ Marvin R. Ellison | | | Chairman, President and Chief Executive Officer | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Raul Alvarez | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ David H. Batchelder | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Sandra B. Cochran | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Laurie Z. Douglas | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Richard W. Dreiling | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Daniel J. Heinrich | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Brian C. Rogers | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| /s/ Mary Beth West | | | Director | | | March [removed: 21, 2022] [added: 27, 2023] | | |

| [added: 85] | | | [removed: ] [added: ] | | | [removed: 82] | | |

| March 27, 2023 | | | | | | By: /s/ Brandon J. Sink | | |

Sink, Dan C.

| /s/ Scott H. Baxter | | | Director | | | March 27, 2023 | | |

| Scott H. Baxter | | | | | | Date | | |

| /s/ Colleen Taylor | | | Director | | | March 27, 2023 | | |

| Colleen Taylor | | | | | | Date | | |

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| March 21, 2022 | | | | | | By: /s/ David M. Denton | | |

Denton, Dan C.