Lowe's (LOW) 10-K risk factor changes: FY2023 vs FY2022

We describe below certain risks that could adversely affect our results of operations, financial condition, business [removed: reputation] [added: reputation,] or business prospects.

These risk factors may change from time to time and may be amended, [removed: supplemented] [added: supplemented,] or superseded by updates to the risk factors contained in our future periodic reports on Form 10-K, Form [removed: 10-Q] [added: 10-Q,] and reports on other forms we file with the SEC.

All forward-looking statements about our future results of operations or other matters made by us in this Annual Report, in our Annual Report to Lowe’s [removed: Shareholders] [added: Shareholders,] and in our subsequently filed reports to the SEC, as well as in our press releases and other public communications, are qualified by the risks described below.

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](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] [added: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] and our consolidated financial statements and related notes in [Item [removed: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88).][added: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88).]

*We may be unable to adapt our business concept in a rapidly evolving retail environment to address the changing shopping habits, demands, and demographics of our [removed: customers, or realize the intended benefits of strategic initiatives.*][added: customers.*]

Our success is dependent on our ability to identify and respond to the economic, social, style, and other trends that affect demographic and consumer preferences in a variety of our merchandise categories and service [removed: offerings.][added: offerings, as well as consumer spending.]

[removed: There has] [added: Customers] also [removed: been an increase in customer] [added: have evolving] preferences and expectations related to [added: the] sustainability of our products and operations.

[removed: Further, we] [added: We] have a store base that requires maintenance, investment, and space reallocation initiatives to deliver the shopping experience that our customers desire.

Our capital investments in our stores may not deliver the [added: convenience or] relevant shopping experience our customers expect.

Higher rates of shrink, which we have experienced from time to time, [added: including as a result of organized retail crime,] can require operational changes that may increase [removed: costs.][added: costs and adversely impact customer and associate experience.]

Failure to identify such trends, adapt our business concept, implement an increasingly localized merchandising assortment, [removed: improve] and [removed: maintain safe stores, and] implement [removed: change, growth, productivity and other] [added: related] strategic initiatives successfully could negatively affect our relationship with our customers, the demand for the home improvement products and services we sell, the rate of growth of our business, our market share, and results of operations.

*We may not be able to realize the [added: intended] benefits of our strategic initiatives focused on [added: providing an] omnichannel [removed: sales and marketing presence] [added: shopping experience to our customers] if we fail to deliver the capabilities required to execute on them.*

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

Our ability to collect, use, and share such data is subject to a number of external factors, including the impact of legislation or regulations governing data privacy and security, as well as the change of [removed: third party] [added: third-party] policies restricting data collection, use, and sharing.

To the extent they are unable or unwilling to make these [removed: transformational] changes, we may be unable to realize the full benefits of our strategic initiatives and expand our relevant market access.

Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being [removed: written down or written off.]

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, [removed: including curbside pick-up, in-store pick-up,] and [removed: touchless lockers, and] we must make investments to keep up with our customers’ evolving shopping preferences.

Our ability to be competitive on delivery times, delivery costs, and delivery options depends on many factors, including successful implementation and the continued maintenance of our initiatives related to supply chain transformation, including our market-based delivery [removed: model.][added: model, and our relationships with third parties providing delivery services.]

*If we fail to hire, train, manage, and retain qualified associates [removed: with expanded skill sets] or corporate support staff with the capabilities of delivering on strategic objectives, [removed: we could lose sales to] our [removed: competitors, and our] labor [removed: costs, resulting from operations or the execution] [added: costs and results] of [removed: corporate strategies,] [added: operations] could be negatively [removed: affected.*][added: impacted.*]

Our [removed: customers, whether they are homeowners, renters, or commercial businesses,] [added: customers] 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 a competitive labor [removed: market.][added: market with low unemployment.]

[removed: Many] [added: Additionally, many] associates are in entry-level or part-time roles with historically [removed: high] [added: higher] turnover rates, which [removed: has led] [added: leads] to increased training and retention [removed: costs, particularly in a competitive labor market.][added: costs.]

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

Additionally, in order to deliver on the omnichannel expectations of our [removed: customers,] [added: customers and related strategic objectives,] we rely on the specialized training and capabilities of corporate support staff, which are broadly sought after by our competitors.

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

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

[removed: Furthermore, our] [added: 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 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, health care benefits and family and medical leave.

[removed: Due] [added: Wages are increasing across the United States, and due] to [removed: growing] competition among potential employers, we [removed: may also be] [added: are] subject to [removed: continued] upward pressure on associate wages and employer-provided benefits, which in turn [removed: would increase] [added: increases] labor costs.

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

[removed: Also, our] [added: Our] response to any organizing efforts could be perceived negatively and harm our business and reputation.

We must continue to manage, [removed: preserve] [added: preserve,] and grow Lowe’s public image and reputation.

[removed: In addition, vendors] [added: Vendors] and others with whom we do business may affect our reputation.

We may not be able to prevent or even discover every instance of unauthorized [removed: third party] [added: third-party] uses of our intellectual property or dilution of our brand names, such as when a third party uses trademarks that are identical or similar to our own.

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

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

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

We source, [removed: stock] [added: stock,] and sell products from domestic and international vendors, and their ability to reliably and efficiently fulfill our orders is critical to our business success.

[removed: Impacts] [added: For example, impacts] related to the COVID-19 pandemic placed strains on the domestic and international supply chain, which negatively affected the flow and availability of our products in the [removed: past.][added: past due to difficulties in timely obtaining products from the manufacturers and suppliers of our products.]

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

Financial instability among key vendors, political [removed: instability] [added: instability, geopolitical or armed conflicts,] and labor unrest in source countries or elsewhere in our supply chain, changes in the total costs in our supply chain (including [removed: fuel and currency exchange rates),] [added: fuel),] labor costs or labor shortages among our vendors, port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, [removed: armed conflicts,] work stoppages, shipping capacity restraints, [added: shipping delays and disruptions,] changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions, fluctuations in [removed: 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.

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written down or written off.

We will be at a competitive disadvantage if, over time, our competitors are more effective than us in their utilization and integration of rapidly evolving technologies, including artificial intelligence and machine learning technologies.

The loss of key executive or senior officers or our failure to adequately plan for succession of senior management personnel could impact our ability to achieve our strategic objectives.

Further, there is increased labor organizing activity in the United States.

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*Our sales and profitability depend on our ability to maintain our store base and maintain appropriate levels of inventory and failure to do so may affect our business, financial condition and result of operations.*

It is important that we maintain appropriate levels of inventory in our stores and supply chain facilities and respond to changing customer demands.

Catastrophic events, extreme weather conditions, public health crises, and global economic and political conditions may adversely affect our global supply chain.

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If these vendors or service providers discontinue operations or are unable to perform as expected, or if we

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Although, we do not believe such cybersecurity threats or incidents have had a material impact on us to date, there is no guarantee that a future cybersecurity threat or incident will be detected and remediated to not have a material adverse impact on our business strategy, reputation, results of operations, or financial condition.

We maintain cybersecurity insurance coverage although such insurance may be insufficient to compensate us for losses that may occur or may not cover certain cyber incidents.

Additionally, the rapid evolution of artificial intelligence and machine learning technologies and the implementation of pilot programs integrating generative artificial intelligence into our internal and customer-facing systems may intensify our cybersecurity risks and create new risks to our business, operations, and financial condition.

See [Item 1C](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382) of this Form 10-K, “Cybersecurity,” for more information on our cybersecurity risk management and governance.

If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction

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Additionally, in fiscal 2023, we continued to operate in an environment with inflationary pressures and higher interest rates.

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consumers’ disposable income, particularly with respect to home improvement or construction projects, and could have an adverse effect on our financial performance.

Natural disasters or catastrophic climate events may increase demand for certain of our products, and if we are unable to meet such customer demands, our reputation, business, and financial operations could be harmed, particularly if our responses to such events are less adequate than those of our competitors.

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We rely on cash flows from operations, as well as continued access to capital markets on both a short-term and long-term basis, as needed, to fund our operations, make strategic investments to support long-term growth, return excess cash to shareholders in the form of dividends and share repurchases, and repay debt maturities as they become due.

If rating agencies lower or place our credit ratings on a credit watch, or if we experience a deterioration of certain financial ratios, it could adversely affect our ability to access the public debt markets and our cost of funds.

Each of the credit rating agencies reviews its ratings periodically, and there is no guarantee that our current credit ratings will remain the same.

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

specialists, the quality of service we provide to our customers may decrease and our results of operations could be negatively affected.

Circumstances surrounding and related to the COVID-19 pandemic created unprecedented impacts on the global supply chain.

This resulted 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 products, which occurred during the peak periods of the COVID-19 pandemic.

In addition, during the COVID-19 pandemic, the costs of transportation of products to our distribution centers and stores increased while availability of transportation decreased.

We are subject to the risk that unauthorized parties will attempt to gain access to our systems or our information through fraud or other means of deceiving our associates, third party providers, or vendors.

It can be difficult to preempt or detect ever-evolving forms of cyber-attacks.

In the United States alone, we may be subject to regulation at both the federal and state level as a result of active legislative and rulemaking activities.

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

*The COVID-19 pandemic has affected and may continue to affect our business, results of operations, and financial condition.*

The COVID-19 pandemic had a significant effect on us in 2020 and 2021, affecting our business operations, demand for our products and services, our costs of doing business, availability of labor, access to inventory, supply chain operations, our ability to predict future performance, exposure to litigation, and our financial condition, among other things.

The extent to which the COVID-19 pandemic further impacts our business, results of operations and financial condition will depend on numerous evolving factors which are uncertain and cannot be predicted, including among others: 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.

Any of the foregoing factors, or other effects of the COVID-19 pandemic or another pandemic, may result in adverse impacts to our business, results of operations, and financial condition.

The impacts of the COVID-19 pandemic may also exacerbate other risks discussed herein.

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

We have relied on the public debt markets to fund portions of our capital investments and the commercial paper market and bank credit facilities to fund our working capital needs.

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 February [removed: 3, 2023] [added: 2, 2024] (our fiscal years [removed: 2022] [added: 2023] and [removed: 2021).][added: 2022).]

Unless otherwise noted, all references herein for the years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] represent the fiscal years ended February [added: 2, 2024, February] 3, 2023, [added: and] January 28, 2022, [removed: and January 29, 2021,] respectively.

Fiscal [removed: year 2022 contains 53] [added: years 2023 and 2021 contained 52] weeks of operating results compared to fiscal [removed: years 2021 and 2020,] [added: year 2022,] which [removed: contain 52] [added: contained 53] weeks.

- [Executive [removed: Overview](#i6fcd4fbc0dce4b2f96ce7c818d676c11_52)][added: Overview](#ie53e79ce3bdf44479a0b9c30b02f6a2c_52)]

- [Financial Condition, Liquidity and Capital [removed: Resources](#i6fcd4fbc0dce4b2f96ce7c818d676c11_70)][added: Resources](#ie53e79ce3bdf44479a0b9c30b02f6a2c_70)]

- [Critical Accounting Policies and [removed: Estimates](#i6fcd4fbc0dce4b2f96ce7c818d676c11_79)][added: Estimates](#ie53e79ce3bdf44479a0b9c30b02f6a2c_79)]

The [removed: increase] [added: decrease] in total sales was [removed: primarily] driven by the [added: sale of the Canadian retail business in fiscal 2022, the impact of the] 53rd [removed: week, partially offset by] [added: week in fiscal 2022, and] a decrease in comparable sales.

Net [removed: earnings] [added: sales] for fiscal [removed: 2022] [added: 2023] decreased [removed: 23.8%] [added: 11.0% from fiscal 2022] to [removed: $6.4] [added: $86.4] billion.

Diluted earnings per common share [removed: decreased 15.5%] [added: increased 29.8%] in fiscal [removed: 2022] [added: 2023] to [removed: $10.17] [added: $13.20] from [removed: $12.04] [added: $10.17] in fiscal [removed: 2021.][added: 2022.]

Adjusting for these items, adjusted diluted earnings per common share [removed: increased 14.7%] [added: decreased 5.2%] to [removed: $13.81] [added: $13.09] in [removed: 2022] [added: 2023] from [added: adjusted] diluted earnings per common share of [removed: $12.04] [added: $13.81] in [removed: 2021] [added: 2022] (see the [non-GAAP financial [removed: measures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_61)] [added: measures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_61)] discussion).

For fiscal [removed: 2022,] [added: 2023,] cash flows from operating activities were [removed: $8.6] [added: $8.1] billion, with [removed: $1.8] [added: $2.0] billion used for capital expenditures.

Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased [removed: $14.1] [added: $6.3] billion of common stock and paid [removed: $2.4] [added: $2.5] billion in dividends during the year.

[removed: We believe the] [added: The] core demand drivers of our business [added: that we track] are disposable personal income, home price appreciation, and the age of the housing stock.

| [added: 23] | | | [removed: ] [added: ] | | | [removed: 22] | | |

[removed: These factors, along with strong] [added: Trends such as] millennial household formation, elderly preference to age in place, and [removed: widespread] [added: a persistence of] remote [removed: work, continue to] [added: work] support the home improvement market, and we believe we are well-positioned to [removed: gain market share through] [added: execute] our [removed: Total Home strategy.][added: strategic plan.]

The following [removed: tables set] [added: table sets] forth the percentage relationship to net sales of each line item of the consolidated statements of [removed: earnings, as well as the percentage change in dollar amounts from the prior year.][added: earnings.]

| | | | | | | | | | | | | | | | [added: | | | | | |] Basis Point [removed: Increase / (Decrease)] [added: Increase/(Decrease)] in Percentage of Net [removed: Sales from Prior Year] [added: Sales] | | | | | | [removed: Percentage Increase / (Decrease) in Dollar Amounts from Prior Year] | | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | 2022 vs. 2021 | | |

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

| Gross margin | | | [added: 33.39 | | | | | |] 33.23 | | | | | | 33.30 | | | | | | [removed: (7)] [added: 16] | | | | | | [removed: 0.6] [added: (7)] | | |

| Expenses: | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Selling, general and administrative | | | [added: 18.02 | | | | | |] 20.94 | | | | | | 19.01 | | | | | | [removed: 193] [added: (292)] | | | | | | [removed: 11.1] [added: 193] | | |

| Depreciation and amortization | | | [added: 1.99 | | | | | |] 1.82 | | | | | | 1.73 | | | | | | [removed: 9] [added: 17] | | | | | | [removed: 6.2] [added: 9] | | |

| Operating income | | | [added: 13.38 | | | | | |] 10.47 | | | | | | 12.56 | | | | | | [removed: (209)] [added: 291] | | | | | | [removed: (16.0)] [added: (209)] | | |

| Interest – net | | | [added: 1.60 | | | | | |] 1.16 | | | | | | 0.92 | | | | | | [removed: 24] [added: 44] | | | | | | [removed: 26.8] [added: 24] | | |

| Pre-tax earnings | | | [added: 11.78 | | | | | |] 9.31 | | | | | | 11.64 | | | | | | [removed: (233)] [added: 247] | | | | | | [removed: (19.4)] [added: (233)] | | |

| Income tax provision | | | [added: 2.83 | | | | | |] 2.68 | | | | | | 2.87 | | | | | | [removed: (19)] [added: 15] | | | | | | [removed: (6.0)] [added: (19)] | | |

| Net earnings | | | [added: 8.95 | | % | | | |] 6.63 | | % | | | | 8.77 | | % | | | | [removed: (214)] [added: 232] | | | | | | [removed: (23.8)] [added: (214)] | | [removed: %] |

| [removed: 23] | | | [removed: ] [added: ] | | | [added: 24] | | |

| Other Metrics | | | [removed: 2022 1] [added: 2023] | | | | | | [removed: 2021] [added: 20221] | | | | | | [removed: 2020] [added: 2021] | | |

| Comparable sales [removed: (decrease)/increase 2] [added: (decrease)/increase2] | | | [removed: (0.9)] [added: (4.7)] | | % | | | | [removed: 6.9] [added: (0.9)] | | % | | | | [removed: 26.1] [added: 6.9] | | % |

| Total customer transactions (in millions) | | | [removed: 937] [added: 835] | | | | | | [removed: 1,002] [added: 937] | | | | | | [removed: 1,046] [added: 1,002] | | |

| Average [removed: ticket 3] [added: ticket3] | | | $ | [removed: 103.64] [added: 103.51] | | | | | $ | [removed: 96.09] [added: 103.64] | | | | | $ | [removed: 85.67] [added: 96.09] | |

| Number of stores | | | [removed: 1,738] [added: 1,746] | | | | | | [removed: 1,971] [added: 1,738] | | | | | | [removed: 1,974] [added: 1,971] | | |

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

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

| Net earnings to average debt and shareholders’ (deficit)/equity [removed: 6] | | | [removed: 26.6] [added: 31.6] | | % | | | | [removed: 32.3] [added: 26.6] | | % | | | | [removed: 21.9] [added: 32.3] | | % |

| [removed: Return] [added: Return] on invested [removed: capital 6] [added: capital3] | | | [removed: 30.4] [added: 36.4] | | [removed: %] [added: %] | | | | [removed: 35.3] [added: 30.4] | | [removed: %] [added: %] | | | | [removed: 27.7] [added: 35.3] | | [removed: %] [added: %] |

The fiscal years ended [added: February 2, 2024 and] January 28, 2022 [removed: and January 29, 2021] had 52 weeks.*

Comparable sales include online sales, which positively impacted [removed: the] comparable sales [removed: increase] in fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020] [added: 2021] by approximately [removed: 45 basis points, 150 basis points, and 565 basis points, respectively.][added: 25*]

- [Operations](#ie53e79ce3bdf44479a0b9c30b02f6a2c_55)

The following table highlights our annual financial results:

| Net sales | | | $ | 86,377 | | | | | $ | 97,059 | | | | | $ | 96,250 | |

| Diluted earnings per share | | | $ | 13.20 | | | | | $ | 10.17 | | | | | $ | 12.04 | |

| Adjusted diluted earnings per share2 | | | 13.09 | | | | | | 13.81 | | | | | | N/A | | |

| Capital expenditures | | | 1,964 | | | | | | 1,829 | | | | | | 1,853 | | |

| Repurchases of common stock3 | | | 6,334 | | | | | | 14,128 | | | | | | 13,074 | | |

| Cash dividend payments | | | 2,531 | | | | | | 2,370 | | | | | | 1,984 | | |

The fiscal years ended February 2, 2024 and January 28, 2022 had 52 weeks*

2 *Adjusted diluted earnings per share is a non-GAAP financial measure.

See below for additional information and a reconciliation of non-GAAP measures.*

3 *Repurchases of common stock on a trade-date basis.*

Prior year sales included approximately $1.4 billion due to the 53rd week, as well as $5.0 billion generated by our Canadian retail business, which was sold in the fourth quarter of fiscal 2022.

Comparable sales for fiscal 2023 decreased 4.7%, consisting of a 4.6% decrease in comparable customer transactions, and a 0.1% decrease in comparable average ticket.

Net earnings for fiscal 2023 increased 20.0% to $7.7 billion.

Included in fiscal 2023 results is pre-tax income of $63 million associated with the fiscal 2022 sale of the Canadian retail business, which increased diluted earnings per share by $0.11.

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Persistent macroeconomic pressures impacted our DIY customer demand in fiscal 2023, particularly in bigger-ticket purchases.

While DIY demand remains uncertain, we are committed to highlighting value and convenience, both in our stores and online, to a price-conscious consumer, while maintaining a balanced focus on profitability.

Despite lumber deflation, we generated positive Pro customer comparable sales for the year, supported by the investments we have made in our Pro customer offerings.

In addition, our Perpetual Productivity Improvement (PPI) initiatives allowed us the flexibility to control costs and respond to changes in demand.

Our omnichannel investments enabled improved technology capabilities across our stores, as well as an enhanced customer experience.

Our focus will remain on making the right investments in our Total Home strategy while executing on our PPI initiatives through the near-term market uncertainty to drive meaningful long-term shareholder value.

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- [Operations](#i6fcd4fbc0dce4b2f96ce7c818d676c11_55)

Net sales for fiscal 2022 increased 0.8% over fiscal 2021 to $97.1 billion.

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

Comparable sales decreased 0.9% over fiscal 2021, driven by a 7.6% decrease in comparable customer transactions, partially offset by a 6.7% increase in comparable average ticket.

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.

Also, to date, we have converted 11 geographic areas to our market-based delivery model for big and bulky product.

In this model, product flows directly to customer homes from our distribution network, bypassing stores altogether.

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.

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

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stock continues to age.

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| | | | | | | | | | | | | | | | Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year | | | | | | Percentage Increase / (Decrease) in Dollar Amounts from Prior Year | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2021 vs. 2020 | | | | | | 2021 vs. 2020 | | |

| Net sales | | | 100.00 | | % | | | | 100.00 | | % | | | | N/A | | | | | | 7.4 | | % |

| Gross margin | | | 33.30 | | | | | | 33.01 | | | | | | 29 | | | | | | 8.4 | | |

| Selling, general and administrative | | | 19.01 | | | | | | 20.68 | | | | | | (167) | | | | | | (1.2) | | |

| Depreciation and amortization | | | 1.73 | | | | | | 1.56 | | | | | | 17 | | | | | | 18.8 | | |

| Operating income | | | 12.56 | | | | | | 10.77 | | | | | | 179 | | | | | | 25.4 | | |

| Interest – net | | | 0.92 | | | | | | 0.95 | | | | | | (3) | | | | | | 4.4 | | |

| Loss on extinguishment of debt | | | — | | | | | | 1.18 | | | | | | (118) | | | | | | (100.0) | | |

| Pre-tax earnings | | | 11.64 | | | | | | 8.64 | | | | | | 300 | | | | | | 44.8 | | |

| Income tax provision | | | 2.87 | | | | | | 2.13 | | | | | | 74 | | | | | | 45.3 | | |

| Net earnings | | | 8.77 | | % | | | | 6.51 | | % | | | | 226 | | | | | | 44.7 | | % |

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.

| Return on average assets 5 | | | 13.9 | | % | | | | 17.5 | | % | | | | 12.4 | | % |

The average Lowe’s-branded home improvement store has approximately 112,000 square feet of retail selling space.*

The fair value of our derivative financial instruments as of February [removed: 3, 2023,] [added: 2, 2024,] was not material.

Fluctuations in interest rates do not have a material impact on our financial condition and results of operations because [added: nearly all of] our long-term debt is carried at amortized cost and consists primarily of fixed-rate instruments.

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

We use interest rate swap agreements as fair value hedges on certain debt.

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We use forward starting interest rate swaps to hedge our exposure to the impact of interest rate changes in future debt issuances.

As of February [removed: 3, 2023,] [added: 2, 2024,] Lowe’s operated [removed: 1,738] [added: 1,746] home improvement stores [added: and outlets] in the United States, representing approximately 195 million square feet of retail selling space.

See [removed: [Note](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) [7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142)] [added: [Note 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)[6](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)] of the Notes to Consolidated Financial Statements included in [Item [removed: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88),] [added: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88),] “Financial Statements and Supplementary Data”, of this Annual Report for [removed: information on this divestiture.][added: historical revenues by product category for each of the last three fiscal years.]

For additional information about the Company’s performance and financial condition, see [Item [removed: 7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49),] [added: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

In [added: fiscal] 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.

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

We continue to transform our Pro offerings to drive Pro penetration by expanding our Pro [removed: brands and product assortments, resetting the footprint of] [added: brands, tailoring] our [removed: stores] [added: product assortments] to [removed: better serve Pro customers,] [added: local building codes] and [removed: introducing] [added: preferences, and increasing loyalty through] our [removed: new] MVPs Pro Rewards & Partnership [removed: ProgramTM this year,] [added: ProgramTM,] which further enhances our relationship with our Pro customers.

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

There are many variables that affect consumer demand for the home improvement products and services [removed: Lowe’s offers.][added: we offer.]

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

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

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

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

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

See further discussion of competition in [Item [removed: 1A](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19),] [added: 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19),] “Risk Factors”, of this Annual Report.

Regardless of the channels through which customers choose to engage with us, we strive to provide them with a seamless experience across channels and an [removed: endless] [added: extended] aisle of products, enabled by our flexible fulfillment capabilities.

Our [removed: 1,738] [added: 1,746] Lowe’s-branded home improvement stores [removed: in the United States] [added: and outlet stores] 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 offer similar products and services, with certain variations based on localization, along with a dedicated team of knowledgeable and friendly [removed: front-line] [added: frontline] associates available to assist our customers.

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

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

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

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

A typical Lowe’s-branded home improvement store stocks approximately 40,000 items, with [removed: over two million] additional items available through our online selling channels.

Our product assortments offered in-store [removed: are tailored] [added: strive] to meet the needs of the local market.

In addition, we are dedicated to [removed: ensuring the] [added: selling] products [removed: we sell are] sourced in a socially responsible, efficient, and cost-effective manner.

To efficiently [removed: serve] [added: replenish] our stores and meet our customers’ expectations for fast fulfillment and delivery, we own and operate more than [removed: 100] [added: 120] 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), [removed: and] cross-dock terminals [removed: (XDTs).][added: (XDTs), and Fulfillment Centers (FCs).]

[removed: We also operate standalone fulfillment] [added: Fulfillment] centers, which along with many of our stores, ship product directly to our customers.

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

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

[removed: To date,] [added: As of fiscal year 2023,] we have [removed: 11] [added: 16] geographic areas converted to our market-based delivery model.

As of fiscal year [removed: 2022,] [added: 2023,] most parcel-eligible items can be ordered by a customer and delivered within two business days at standard shipping rates.

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Installed sales, which includes both product and labor, accounted for approximately 5% of total sales in fiscal [removed: 2022.][added: 2023.]

For more detailed information, see the Financial Condition, Liquidity and Capital Resources section in [Item [removed: 7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49),] [added: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

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

As a testament to our commitments, in [removed: 2022] [added: fiscal 2023] we received more than 15 notable employer of choice awards including being [removed: named: a] [added: named on the] Disability:IN National Best [removed: Place] [added: Places] to Work for Disability Inclusion, [removed: a Forbes America’s Best Large Employers, a Best of the Best 2022] [added: Fortune’s World’s Most Admired Companies Specialty Retailer, DiversityInc.’s] Top [removed: Employer by Black EOE Journal, HISPANIC Network Magazine, and Professional Woman’s Magazine,] [added: 50 Noteworthy Companies, 2023 American Opportunity Index,] and a Best Corporation for Veteran’s Business Enterprises of the Year.

As of February [removed: 3, 2023,] [added: 2, 2024,] Lowe’s employed approximately [removed: 182,000] [added: 168,000] full-time associates and [removed: 125,000] [added: 116,000] part-time associates, primarily in the United States and India.

At Lowe’s, we [removed: continue to listen carefully to our associates,] [added: have a proactive associate listening strategy,] most notably through our annual engagement survey.

In [removed: 2022,] [added: fiscal 2023,] more than 90% of our associates participated in our survey and [removed: that data is used] [added: our people leaders use the feedback] to improve our associate experience.

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Our Lowe’s Outlet stores have a smaller format and offer value to our customers through incremental savings on big and bulky scratch and dent items.

Further, we also offer digital inspiration, design, and project management tools across our destination home improvement categories.

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In fiscal 2023, Klein Tools® returned to Lowe’s, expanding our hand tools, storage, safety, and electrical product offerings both in-store and online.

This addition, along with other recognized national brands added to our assortment during the fiscal year, position us to better serve our customers with the products they need.

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The home improvement business in general is subject to seasonal influences, particularly related to the spring selling season.

We were also awarded the Center for Workforce Inclusion 2023 Workforce Equity Award.

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These investments include incremental wages and share-based compensation for our frontline associates, which included creating many new roles for our associates to grow into as they advance along their career path.

In 2023, we added Spanish language capabilities to promote bilingual hiring by guiding candidates through the full application process in Spanish.

In 2023, we expanded our in-person Lowe’s University offerings to include an Assistant Store Manager leadership training to further develop our store leaders.

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We understand the important role Lowe’s plays in supporting our communities through our philanthropic efforts.

In 2023, the Lowe’s Foundation established the Gable Grants program, which is a five-year, $50 million commitment to recruit, train, and prepare 50,000 people for skilled trades careers through grants to community and technical colleges and community-based nonprofits.

In addition, we have a wood sourcing policy with principles that we expect our vendors to follow, including no illegal logging; no deforestation; no sourcing of endangered species; the protection and preservation of biodiversity; and undergoing and securing Free, Prior and Informed Consent, as defined by the United Nations, wherever applicable.

In 2023, we updated our wood sourcing policy with new wood sourcing risk levels by country, enhanced monitoring practices, and a new forestry grievance process.

In December 2022, Lowe’s established a goal to reach net-zero emissions across the Company’s scope 1, 2, and 3 GHG emissions by 2050.

We report our progress annually in Lowe’s Corporate Responsibility Report, to CDP, and via lowes.com/net-zero.

The contents of these reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the Securities and Exchange Commission (SEC).

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lighting upgrades.

Lowe’s continues to partner with our suppliers to decrease our scope 3 GHG emissions.

We encourage suppliers to report their emissions to CDP, giving suppliers more insight into how they generate emissions, which is the first step toward helping them reduce upstream emissions.

When our suppliers mitigate their impacts on the climate, Lowe’s own scope 3 emissions can be reduced.

In fiscal 2023, we announced plans to install rooftop solar panels at 174 store and distribution center locations nationwide, including more than 50 sites currently in operation.

Once each site is completed, the solar panels will provide approximately 90% of the energy usage at each location.

The SEC maintains an Internet site, www.sec.gov,

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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.

The U.S. market is our predominant market, accounting for approximately 95% of consolidated sales for the fiscal year ended February 3, 2023.

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.

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

See [Note 17](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178) of the Notes to Consolidated Financial Statements included in [Item 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.

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.

The retail business in general is subject to seasonal influences, and our business is, to some extent, seasonal.

Since 2018, we have invested more than $3 billion in incremental wages and share-based compensation for our front-line associates, which included creating many new roles for our associates to grow into, inclusive of 1,600 new assistant manager positions and 10,000 department supervisor positions.

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

This onboarding includes assigning dedicated mentors to help new hires through the learning process.

We also recognize the importance of strengthening our bonds with the diverse communities we serve.

We are one of the founding partners of the OneTen coalition, which committed to hiring one million Black Americans in the next ten years.

Additionally, nearly 90% of our store leaders have advanced to their current positions from hourly roles.

In addition to oversight by the full Board of Directors, the Board has also delegated primary responsibility for more frequent and in-depth oversight of Lowe’s sustainability strategies and initiatives and reviewing our position on significant environmental and social issues to the sustainability committee of the Board of Directors.

We understand the important role Lowe’s plays in providing products, services, and support to our communities.

In fiscal 2022, Lowe's announced a five-year, $100 million investment in the communities we serve through a new program called Lowe's Hometowns.

Each year from 2022 through 2026, Lowe's Hometowns will complete nearly 1,800 community impact projects, including 100 signature projects chosen from consumer nominations, and nearly 1,700 projects selected through Lowe's stores, supply chain facilities, and store support centers across the country.

Through this effort, Lowe’s is helping restore and revitalize spaces that serve as the hubs and heartbeats of communities, including neighborhood services, parks, and community centers.

In addition, throughout the year we partnered with dozens of nonprofit organizations to identify and respond to critical needs in local communities, including Building Homes for Heroes, Rebuilding Together, and Local Initiatives Support Corporation.

Lowe’s also continues to support our communities as they respond to and recover from natural disasters by providing tools and supplies, access to tool rental trailers, and volunteering with clean-up efforts.

In fiscal 2022, our associates across the U.S. contributed nearly 170,000 volunteer hours through Lowe’s-sponsored community engagement activities as well as in their personal time.

In addition, through funding from our own associate donations and Company matching, we are able to support associates in times of significant, unforeseen financial hardship through the Lowe’s Employee Relief Fund.

In addition, we have a wood sourcing policy that specifies that all wood products sold in our stores originate from well-managed, non-endangered forests.

In December 2022, we announced our goal to reach net-zero emissions across the Company’s scope 1, 2, and 3 greenhouse gas emissions by 2050, in accordance with guidelines from the Science Based Targets initiative (SBTi), the global body enabling businesses to set emissions reduction targets in line with climate science.

Lowe’s is also focused on partnering with suppliers to help reduce upstream emissions.

That same year, we partnered with Swift Current Energy to source additional renewable energy from the Black Diamond Solar Project in Illinois, which is expected to become operational in the next few years.

Additionally, we align our sustainability reporting with the Sustainable Accounting Standards Board, the Global Reporting Initiative, and the U.N. Sustainable Development Goals.

Culture, Diversity & Inclusion Report, which are published annually and can be found on our website at responsibility.lowes.com.

The Company is from time to time a party to various lawsuits, [removed: claims] [added: claims,] and other legal proceedings that arise in the ordinary course of business.

With respect to such lawsuits, [removed: claims] [added: claims,] and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

The U.S. Attorney’s Office for the Central District of California and the U.S. [removed: Environmental Protection Agency’s] [added: EPA’s] Region 9 Office [removed: are] [added: have been] 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 [removed: Environmental Protection Agency’s] [added: EPA’s] Lead Renovation, Repair and Painting Rules, and with an [removed: Environmental Protection Agency] [added: EPA] civil consent [removed: decree that the Company entered into in 2014 in the context of projects in homes constructed before 1978.]

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decree that the Company entered into in 2014 in the context of projects in homes constructed before 1978.

In the third quarter of fiscal 2023, the EPA’s Region 5 and other EPA and U.S. Department of Justice representatives informed the Company that they have identified possible deviations from the consent decree.

While we cannot predict the ultimate outcomes of these matters, we do not expect them to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

For the fiscal year ended February [removed: 3, 2023][added: 2, 2024]

[removed: ][added: ]

As of [removed: July 29, 2022,] [added: August 4, 2023,] 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: $120.8] [added: $129.9] billion based on the closing sale price as reported on the New York Stock Exchange.

| CLASS | | | | | | OUTSTANDING AT [removed: 3/23/2023] [added: 3/21/2024] | | |

| Common Stock, $0.50 par value | | | | | | [removed: 596,356,261] [added: 572,184,243] | | |

| Portions of the Proxy Statement for Lowe’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders | | | | | | Part III | | |

| [Disclosure Regarding Forward-Looking [removed: Statements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_10)] [added: Statements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_10)] | | | | | | | | | [removed: [ii](#i6fcd4fbc0dce4b2f96ce7c818d676c11_10)] [added: [ii](#ie53e79ce3bdf44479a0b9c30b02f6a2c_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i6fcd4fbc0dce4b2f96ce7c818d676c11_16)] [added: [Business](#ie53e79ce3bdf44479a0b9c30b02f6a2c_16)] | | | [removed: [1](#i6fcd4fbc0dce4b2f96ce7c818d676c11_16)] [added: [1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19)] [added: Factors](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19)] | | | [removed: [8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19)] [added: [8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_22)] [added: Comments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_22)] | | | [removed: [16](#i6fcd4fbc0dce4b2f96ce7c818d676c11_22)] [added: [16](#ie53e79ce3bdf44479a0b9c30b02f6a2c_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#i6fcd4fbc0dce4b2f96ce7c818d676c11_25)] [added: [Properties](#ie53e79ce3bdf44479a0b9c30b02f6a2c_25)] | | | [removed: [16](#i6fcd4fbc0dce4b2f96ce7c818d676c11_25)] [added: [18](#ie53e79ce3bdf44479a0b9c30b02f6a2c_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i6fcd4fbc0dce4b2f96ce7c818d676c11_28)] [added: Proceedings](#ie53e79ce3bdf44479a0b9c30b02f6a2c_28)] | | | [removed: [17](#i6fcd4fbc0dce4b2f96ce7c818d676c11_28)] [added: [18](#ie53e79ce3bdf44479a0b9c30b02f6a2c_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_31)] [added: Disclosures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_31)] | | | [removed: [18](#i6fcd4fbc0dce4b2f96ce7c818d676c11_31)] [added: [19](#ie53e79ce3bdf44479a0b9c30b02f6a2c_31)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i6fcd4fbc0dce4b2f96ce7c818d676c11_34)] [added: Officers](#ie53e79ce3bdf44479a0b9c30b02f6a2c_34)] | | | [removed: [19](#i6fcd4fbc0dce4b2f96ce7c818d676c11_34)] [added: [20](#ie53e79ce3bdf44479a0b9c30b02f6a2c_34)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6fcd4fbc0dce4b2f96ce7c818d676c11_40)] [added: Securities](#ie53e79ce3bdf44479a0b9c30b02f6a2c_40)] | | | [removed: [20](#i6fcd4fbc0dce4b2f96ce7c818d676c11_40)] [added: [21](#ie53e79ce3bdf44479a0b9c30b02f6a2c_40)] | | |

| | | | Item 6. | | | [removed: [Reserved](#i6fcd4fbc0dce4b2f96ce7c818d676c11_43)] [added: [Reserved](#ie53e79ce3bdf44479a0b9c30b02f6a2c_43)] | | | [removed: [21](#i6fcd4fbc0dce4b2f96ce7c818d676c11_43)] [added: [22](#ie53e79ce3bdf44479a0b9c30b02f6a2c_43)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] [added: Operations](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] | | | [removed: [22](#i6fcd4fbc0dce4b2f96ce7c818d676c11_49)] [added: [23](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6fcd4fbc0dce4b2f96ce7c818d676c11_85)] [added: Risk](#ie53e79ce3bdf44479a0b9c30b02f6a2c_85)] | | | [removed: [32](#i6fcd4fbc0dce4b2f96ce7c818d676c11_85)] [added: [32](#ie53e79ce3bdf44479a0b9c30b02f6a2c_85)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] [added: Data](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] | | | [removed: [33](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] [added: [34](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6fcd4fbc0dce4b2f96ce7c818d676c11_193)] [added: Disclosure](#ie53e79ce3bdf44479a0b9c30b02f6a2c_202)] | | | [removed: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_193)] [added: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_202)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i6fcd4fbc0dce4b2f96ce7c818d676c11_196)] [added: Procedures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_205)] | | | [removed: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_196)] [added: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_205)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i6fcd4fbc0dce4b2f96ce7c818d676c11_199)] [added: Information](#ie53e79ce3bdf44479a0b9c30b02f6a2c_208)] | | | [removed: [69](#i6fcd4fbc0dce4b2f96ce7c818d676c11_199)] [added: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_208)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6fcd4fbc0dce4b2f96ce7c818d676c11_202)] [added: Inspections](#ie53e79ce3bdf44479a0b9c30b02f6a2c_211)] | | | [removed: [70](#i6fcd4fbc0dce4b2f96ce7c818d676c11_202)] [added: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_211)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6fcd4fbc0dce4b2f96ce7c818d676c11_208)] [added: Governance](#ie53e79ce3bdf44479a0b9c30b02f6a2c_217)] | | | [removed: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_208)] [added: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_217)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i6fcd4fbc0dce4b2f96ce7c818d676c11_211)] [added: Compensation](#ie53e79ce3bdf44479a0b9c30b02f6a2c_220)] | | | [removed: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_211)] [added: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_220)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6fcd4fbc0dce4b2f96ce7c818d676c11_214)] [added: Matters](#ie53e79ce3bdf44479a0b9c30b02f6a2c_223)] | | | [removed: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_214)] [added: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_223)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6fcd4fbc0dce4b2f96ce7c818d676c11_217)] [added: Independence](#ie53e79ce3bdf44479a0b9c30b02f6a2c_226)] | | | [removed: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_217)] [added: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_226)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6fcd4fbc0dce4b2f96ce7c818d676c11_220)] [added: Services](#ie53e79ce3bdf44479a0b9c30b02f6a2c_229)] | | | [removed: [71](#i6fcd4fbc0dce4b2f96ce7c818d676c11_220)] [added: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_229)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i6fcd4fbc0dce4b2f96ce7c818d676c11_226)] [added: Schedules](#ie53e79ce3bdf44479a0b9c30b02f6a2c_235)] | | | [removed: [72](#i6fcd4fbc0dce4b2f96ce7c818d676c11_226)] [added: [70](#ie53e79ce3bdf44479a0b9c30b02f6a2c_235)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i6fcd4fbc0dce4b2f96ce7c818d676c11_238)] [added: Summary](#ie53e79ce3bdf44479a0b9c30b02f6a2c_247)] | | | [removed: [83](#i6fcd4fbc0dce4b2f96ce7c818d676c11_238)] [added: [79](#ie53e79ce3bdf44479a0b9c30b02f6a2c_247)] | | |

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

Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, [removed: “guidance”] [added: “guidance”,] and similar expressions are forward-looking statements.

Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to [removed: environmental, social,] [added: environmental] and [removed: governance (ESG)] [added: social] matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and [removed: services,] [added: services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending,] share repurchases, [added: and] 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](#i6fcd4fbc0dce4b2f96ce7c818d676c11_19),] [added: 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19),] “Risk Factors” included elsewhere in this Annual Report.

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

Securities registered pursuant to section 12(g) of the Act: None

| | | | Item 1C. | | | [C](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382)[ybersecurity](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382) | | | [16](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382) | | |

| | | | | | | [Signatures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_250) | | | [80](#ie53e79ce3bdf44479a0b9c30b02f6a2c_250) | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

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

We maintain a robust cybersecurity program that we have designed with the goal of identifying, deterring, detecting, responding to, and managing potential cybersecurity risks and threats.

Risk Management and Strategy

Risk management is a central part of our cybersecurity program.

We conduct regular risk assessments and monitor our information systems for potential vulnerabilities.

We employ a risk quantification model to identify, measure, and prioritize cybersecurity and technology risks, and we implement corresponding security controls and safeguards based on model outputs.

In addition to cybersecurity risks being tracked, managed, and monitored directly by the information security group, cybersecurity risks are also integrated into, and are among the risks evaluated and considered by, our enterprise risk management program.

The Company’s Chief Legal Officer provides centralized oversight of our enterprise risk management program, which is managed by our Chief Compliance Officer and the Office of Enterprise Risk Management in partnership with the Enterprise Risk Council (ERC).

The ERC is comprised of senior Company leaders with broad enterprise experience, including our Chief Information Security Officer (CISO).

Processes and Procedures

We have adopted physical, technological, and administrative controls on cybersecurity.

Our risk management processes include, among others, the following features:

- We leverage the National Institute of Standards and Technology security frameworks as well as established internal security standards, industry practices, and applicable regulatory requirements.

Our program is designed to comply with a range of applicable industry standards, such as the Payment Card Industry Data Security Standard.

- We maintain cybersecurity insurance coverage that provides protection against potential losses arising from certain cybersecurity incidents.

- We require that cybersecurity awareness and data privacy training, along with company-wide and tailored training programs, be provided to associates annually.

We also regularly conduct phishing and social engineering simulations, and host events to increase awareness, including an annual cybersecurity awareness summit and monthly campaigns.

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- We have a cybersecurity incident response plan in place which provides a framework for responding to cybersecurity incidents.

Our information security team leverages technologies and vendors to monitor and respond to security threats via a dedicated security operations center.

In the event of a security incident, a defined procedure outlines containment, response, and recovery actions that draw on resources and leadership across the Company, as needed.

- A cross-functional team conducts periodic simulated exercises, and we perform regular vulnerability scanning and conduct vulnerability testing during the software development life cycle.

- We collaborate with internal stakeholders and third-party assessors and consultants to conduct regular reviews, tests, and audits of our security program.

This coordinated approach reviews security controls that safeguard our information assets, including payment information, through processes such as security control assessments and third-party penetration testing.

Additionally, we utilize tabletop exercises, penetration and vulnerability testing, red team exercises, simulations, and other evaluations to improve our security measures and strategies.

- We also participate in various cybersecurity and retail industry groups to remain apprised of emerging cybersecurity risks, defense, mitigation strategies, and governance best practices.

Third-Party Risk Management

Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers.

We have developed contracting processes and terms to gain commitments from certain vendors and third-party service providers to adhere to appropriate security practices and outline specific security requirements and expectations, including compliance with industry standards, applicable laws and regulations, and our internal security policies.

We regularly evaluate and assess vendor risk levels based on a variety of factors, such as the nature of shared data, potential impact to business continuity, and vendors' security posture.

Our processes extend beyond initial evaluations to include proactive monitoring and routine oversight.

Cybersecurity incidents and risks of which we are aware as of the date of this Form 10-K have not materially affected our business strategy, results of operations, and financial condition, although we face ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business strategy, reputation, results of operations, or financial condition.

See “Risk Factors” in [Item 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19) of this Annual Report on Form 10-K for more information on our cybersecurity-related risks.

Governance

Our Chief Digital and Information Officer (CDIO), our CISO, and senior members of our information security group are responsible for identifying, assessing, and managing risks from cybersecurity threats.

Our CISO, who manages our cybersecurity program and receives information regarding cybersecurity incidents and threats from our information security group and through internal escalation procedures, reports to the CDIO, who reports directly to our Chairman, President, and Chief Executive Officer.

The CDIO has served in various roles in information technology for over 25 years, holds undergraduate and graduate degrees in electrical and electronics engineering and computer science, and brings significant insights into cybersecurity strategies.

The CISO has served in various roles in information security for over 30 years, including serving as a CISO of four public companies.

[removed: At] [added: As of] February [removed: 3, 2023,] [added: 2, 2024,] our properties consisted of [removed: 1,738] [added: 1,746] stores [added: and outlets] in the United States with a total of approximately 195 million square feet of selling space.

| Alabama | | | [removed: 38] [added: 39] | | | | | | Montana | | | 5 | | |

| Delaware | | | 10 | | | | | | North Carolina | | | [removed: 114] [added: 116] | | |

| Florida | | | [removed: 128] [added: 129] | | | | | | Ohio | | | [removed: 83] [added: 84] | | |

| Indiana | | | 43 | | | | | | South Carolina | | | [removed: 50] [added: 51] | | |

| Kentucky | | | 42 | | | | | | Texas | | | [removed: 143] [added: 144] | | |

| Missouri | | | [removed: 46] [added: 47] | | | | | | Total | | | [removed: 1,738] [added: 1,746] | | |

Of the total stores operating [removed: at] [added: as of] February [removed: 3, 2023,] [added: 2, 2024,] approximately 89% are owned, which includes stores on leased land, with the remainder being leased from third parties.

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| | | |  | | | 16 | | |

| [added: 19] | | | [removed: ] [added: ] | | | [removed: 18] | | |

| Marvin R. Ellison | | | | | | [removed: 58] [added: 59] | | | | | | 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: 60] [added: 61] | | | | | | 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), [added: 2010 – 2012; Vice President, Merchandising, The Home Depot, Inc.,] 2006 – [removed: 2012.] [added: 2010.] | | |

| Janice M. Dupré | | | | | | [removed: 58] [added: 59] | | | | | | 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 & Inclusion and Chief Diversity Officer, McKesson Corporation (a healthcare company), June 2015 – October 2017. | | |

| Seemantini Godbole | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, Chief Digital and Information Officer since September 2022; Executive Vice President, Chief Information Officer, November 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. | | |

| Joseph M. McFarland III | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, Stores since August 2018; Executive Vice [removed: President and] [added: President,] 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. | | |

| Brandon J. Sink | | | | | | [removed: 45] [added: 46] | | | | | | 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. | | |

| [removed: 19] | | | [removed: ] [added: ] | | | [added: 20] | | |

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| Juliette W. Pryor | | | | | | 59 | | | | | | Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2024; Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, May 2023 – March 2024; Executive Vice President, General Counsel and Corporate Secretary, Albertsons Companies, Inc. (a food and drug retail company), June 2020 – May 2023; Senior Vice President, General Counsel and Corporate Secretary, Cox Enterprises, Inc. (a multi-industry communications and automotive services company), October 2016 – June 2020; Executive Vice President, General Counsel and Chief Compliance Officer, US Foods, Inc. (a food service distribution company), February 2009 – October 2016. | | |

| Margrethe R. Vagell | | | | | | 46 | | | | | | Executive Vice President, Supply Chain since March 2024; Senior Vice President, Supply Chain, January 2024 – March 2024; Senior Vice President, General Merchandising Manager, June 2019 – January 2024; Senior Vice President, Store Merchandising, September 2018 – June 2019; Vice President, Chief Customer Officer Operations, July 2017 – September 2018; Vice President, Enterprise Analytics, November 2015 – July 2017; Vice President, Pricing and Promotions, October 2014 – November 2015. | | |

| Quonta D. Vance | | | | | | 50 | | | | | | Executive Vice President, Pro and Home Services since June 2023; Senior Vice President, Transportation and Final Mile, November 2022 – June 2023; Senior Vice President, General Merchandising Manager, January 2021 – November 2022; Division President, May 2019 – January 2021; Regional Vice President, The Home Depot, Inc. (a home improvement retailer), February 2001 – May 2018. | | |

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| Donald E. Frieson | | | | | | 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. | | |

| Ross W. McCanless | | | | | | 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. | | |

As of March [removed: 23, 2023,] [added: 21, 2024,] there were [removed: 21,193] [added: 20,676] holders of record of Lowe’s common stock.

The graph assumes $100 invested on February [removed: 2, 2018,] [added: 1, 2019,] in the Company’s common stock and each of the indices.

[removed: ][added: ]

| | | | [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: 2/3/2023] [added: 2/2/2024] | | |

| [added: 21] | | | [removed: ] [added: ] | | | [removed: 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: 2022:][added: 2023:]

| | | | Total Number of Shares [removed: Purchased 1] [added: Purchased1] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs 2] [added: Programs2] | | | | | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs 2,] [added: Programs2,] 3 | | |

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

[removed: Any] [added: 3 *Excludes] excise tax [removed: incurred] on share repurchases [added: in excess of issuances, which] is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ (deficit)/equity.*

| Lowe’s | | | $ | 100.00 | | | | | $ | 121.99 | | | | | $ | 178.04 | | | | | $ | 254.28 | | | | | $ | 238.42 | | | | | $ | 247.39 | |

| S&P 500 | | | 100.00 | | | | | | 121.54 | | | | | | 142.49 | | | | | | 172.39 | | | | | | 163.57 | | | | | | 199.26 | | |

| S&P Retail Index | | | 100.00 | | | | | | 120.61 | | | | | | 170.52 | | | | | | 180.58 | | | | | | 152.80 | | | | | | 210.02 | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| November 4, 2023 - December 1, 2023 | | | 157 | | | | | | $ | 198.14 | | | | | — | | | | | | $ | 14,986,000,605 | |

| December 2, 2023 - January 5, 2024 | | | 2,089 | | | | | | 223.14 | | | | | | — | | | | | | 14,986,000,605 | | |

| January 6, 2024 - February 2, 2024 | | | 1,850,715 | | | | | | 216.18 | | | | | | 1,850,264 | | | | | | 14,586,002,236 | | |

| As of February 2, 2024 | | | 1,852,961 | | | | | | $ | 216.19 | | | | | 1,850,264 | | | | | | $ | 14,586,002,236 | |

| 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.

4 *In November 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 $530 million to the financial institution and received an initial delivery of 2.0 million shares.

In January 2023, prior to the end of the fiscal year, the Company finalized the transaction and received an additional 0.6 million shares.

The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.

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

| [removed: 21] | | | [removed: ] [added: ] | | | [added: 22] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i6fcd4fbc0dce4b2f96ce7c818d676c11_91)] [added: Reporting](#ie53e79ce3bdf44479a0b9c30b02f6a2c_91)] | | | [removed: [34](#i6fcd4fbc0dce4b2f96ce7c818d676c11_91)] [added: [35](#ie53e79ce3bdf44479a0b9c30b02f6a2c_91)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] [added: Firm](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] (PCAOB ID No. 34) | | | [removed: [35](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] [added: [36](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] | | |

| [Consolidated Statements of [removed: Earnings](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] [added: Earnings](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] | | | [removed: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] [added: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] [added: Income](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] | | | [removed: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] [added: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] | | |

| [Consolidated Balance [removed: Sheets](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] [added: Sheets](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] | | | [removed: [39](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] [added: [40](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] | | |

| [Consolidated Statements of Shareholders’ [removed: (Deficit)/Equity](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] [added: (Deficit)/Equity](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] | | | [removed: [40](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] [added: [41](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] [added: Flows](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] | | | [removed: [41](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] [added: [42](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] [added: Statements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] | | | [removed: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] [added: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#i6fcd4fbc0dce4b2f96ce7c818d676c11_121)] [added: Policies](#ie53e79ce3bdf44479a0b9c30b02f6a2c_121)] | | | [removed: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_121)] [added: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_121)] | | |

| [Note 2: [removed: Revenue](#i6fcd4fbc0dce4b2f96ce7c818d676c11_124)] [added: Revenue](#ie53e79ce3bdf44479a0b9c30b02f6a2c_124)] | | | [removed: [49](#i6fcd4fbc0dce4b2f96ce7c818d676c11_124)] [added: [49](#ie53e79ce3bdf44479a0b9c30b02f6a2c_124)] | | |

| [Note 3: Fair Value [removed: Measurements](#i6fcd4fbc0dce4b2f96ce7c818d676c11_127)] [added: Measurements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_127)] | | | [removed: [50](#i6fcd4fbc0dce4b2f96ce7c818d676c11_127)] [added: [50](#ie53e79ce3bdf44479a0b9c30b02f6a2c_127)] | | |

| [Note 4: Property and Accumulated [removed: Depreciation](#i6fcd4fbc0dce4b2f96ce7c818d676c11_133)] [added: Depreciation](#ie53e79ce3bdf44479a0b9c30b02f6a2c_133)] | | | [removed: [53](#i6fcd4fbc0dce4b2f96ce7c818d676c11_133)] [added: [53](#ie53e79ce3bdf44479a0b9c30b02f6a2c_133)] | | |

| [removed: [Note 6: Leases](#i6fcd4fbc0dce4b2f96ce7c818d676c11_139)] [added: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139) [5](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)[: Leases](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)] | | | [removed: [53](#i6fcd4fbc0dce4b2f96ce7c818d676c11_139)] [added: [53](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)] | | |

| [removed: [Note 7:](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142) [D](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142)[ivestiture] [added: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142) [6](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)[: Divestiture] of the Canadian Retail [removed: Business](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142)] [added: Business](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)] | | | [removed: [55](#i6fcd4fbc0dce4b2f96ce7c818d676c11_142)] [added: [55](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)] | | |

| [removed: [Note 8: Debt](#i6fcd4fbc0dce4b2f96ce7c818d676c11_148)] [added: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148) [7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)[: Debt](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)] | | | [removed: [56](#i6fcd4fbc0dce4b2f96ce7c818d676c11_148)] [added: [55](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)] | | |

| [removed: [Note 9:] [added: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154) [8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)[:] Derivative [removed: Instruments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_154)] [added: Instruments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)] | | | [removed: [59](#i6fcd4fbc0dce4b2f96ce7c818d676c11_154)] [added: [57](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)] | | |

| [removed: [Note 10: Shareholders’](#i6fcd4fbc0dce4b2f96ce7c818d676c11_157) [Deficit](#i6fcd4fbc0dce4b2f96ce7c818d676c11_157)] [added: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157) [9](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)[: Shareholders’](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157) [Deficit](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)] | | | [removed: [59](#i6fcd4fbc0dce4b2f96ce7c818d676c11_157)] [added: [58](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)] | | |

| [Note [removed: 11:] [added: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)[0](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)[:] Share-Based [removed: Payments](#i6fcd4fbc0dce4b2f96ce7c818d676c11_160)] [added: Payments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)] | | | [removed: [61](#i6fcd4fbc0dce4b2f96ce7c818d676c11_160)] [added: [59](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)] | | |

[removed: | [Note 12:] [added: NOTE 11:] Employee Retirement [removed: Plans](#i6fcd4fbc0dce4b2f96ce7c818d676c11_163) | | | [64](#i6fcd4fbc0dce4b2f96ce7c818d676c11_163) | | |][added: Plans]

[removed: | [Note 13:] [added: NOTE 12:] Income [removed: Taxes](#i6fcd4fbc0dce4b2f96ce7c818d676c11_166) | | | [65](#i6fcd4fbc0dce4b2f96ce7c818d676c11_166) | | |][added: Taxes]

[removed: | [Note 14:] [added: Note 13:] Earnings Per [removed: Share](#i6fcd4fbc0dce4b2f96ce7c818d676c11_169) | | | [67](#i6fcd4fbc0dce4b2f96ce7c818d676c11_169) | | |][added: Share]

[removed: | [Note 15:] [added: NOTE 14:] Commitments and [removed: Contingencies](#i6fcd4fbc0dce4b2f96ce7c818d676c11_172) | | | [67](#i6fcd4fbc0dce4b2f96ce7c818d676c11_172) | | |][added: Contingencies]

[removed: | [Note 16:] [added: NOTE 15:] Related [removed: Parties](#i6fcd4fbc0dce4b2f96ce7c818d676c11_175) | | | [68](#i6fcd4fbc0dce4b2f96ce7c818d676c11_175) | | |][added: Parties]

[removed: | [Note 17:] [added: NOTE 16:] Other [removed: Information](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178) | | | [68](#i6fcd4fbc0dce4b2f96ce7c818d676c11_178) | | |][added: Information]

| [removed: 33] | | | [removed: ] [added: ] | | | [added: 34] | | |

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Internal Control as of February [removed: 3, 2023.][added: 2, 2024.]

Based on our management’s assessment, we have concluded that, as of February [removed: 3, 2023,] [added: 2, 2024,] our Internal Control is effective.

Their report appears on page [removed: [3](#i6fcd4fbc0dce4b2f96ce7c818d676c11_97)[7](#i6fcd4fbc0dce4b2f96ce7c818d676c11_97).][added: [38](#ie53e79ce3bdf44479a0b9c30b02f6a2c_97).]

| [added: 35] | | | [removed: ] [added: ] | | | [removed: 34] | | |

To the [added: shareholders and the] Board of Directors [removed: and Shareholders] of Lowe’s Companies, Inc.

We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of February [removed: 3, 2023] [added: 2, 2024] and [removed: January 28, 2022,] [added: February 3, 2023,] the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows, for each of the three [removed: fiscal] years in the period ended February [removed: 3, 2023,] [added: 2, 2024,] and the related notes [removed: 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 February [removed: 3, 2023] [added: 2, 2024] and [removed: January 28, 2022,] [added: February 3, 2023,] and the results of its operations and its cash flows for each of the three [removed: fiscal] years in the period ended February [removed: 3, 2023,] [added: 2, 2024,] 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 February [removed: 3, 2023,] [added: 2, 2024,] 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: 27, 2023,] [added: 25, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matter][added: Matters]

The Company receives funds from [removed: its] vendors in the normal course of business, principally as a result of purchase [removed: volumes and sales.][added: volumes, early payments, or sales-based promotions of vendors’ products.]

We identified [added: the completeness and accuracy of] vendor funds as a critical audit matter [removed: because] [added: given the significance] of [added: vendor funds to] the [removed: volume] [added: financial statements] and [removed: varying terms] [added: volume] of the individual vendor agreements.

This required an increased extent of effort when performing audit procedures to evaluate whether the vendor funds were [added: completely and accurately] recorded in accordance with the [removed: terms of the] vendor agreements.

| [removed: 35] | | | [removed: ] [added: ] | | | [added: 36] | | |

Our audit procedures related to whether the vendor funds were [added: completely and accurately] recorded in accordance with the terms of the vendor agreements included the following, among others:

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

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

- Where confirmation responses from vendors were not received, we completed alternative procedures, such as agreement to underlying contractual arrangements and tested the settlement of the arrangement.

March 25, 2024

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

To the shareholders and the Board of Directors of Lowe’s Companies, Inc.

March 25, 2024

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| Net earnings | | | $ | 7,726 | | | | | 8.95 | | % | | | | $ | 6,437 | | | | | 6.63 | | % | | | | $ | 8,442 | | | | | 8.77 | | % |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| | | | | | | February 2, 2024 | | | | | | February 3, 2023 | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | (7) | | |

| Repurchases of common stock | | | (30) | | | | | | (15) | | | | | | (349) | | | | | | (5,970) | | | | | | — | | | | | | (6,334) | | |

| Balance February 2, 2024 | | | 574 | | | | | | $ | 287 | | | | | $ | — | | | | | $ | (15,637) | | | | | $ | 300 | | | | | $ | (15,050) | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

of February 3, 2023.

The Company’s reserve for loss on obsolete inventory was $245 million as of February 2, 2024, and $139 million as of February 3, 2023.

The Company’s reserve for inventory shrinkage was $425 million as of February 2, 2024, and $428 million as of February 3, 2023.

Generally, these vendor funds do not represent the reimbursement of specific, incremental, and identifiable costs incurred by the Company to sell the vendor’s product.

Therefore, the Company treats these funds as a reduction in the cost of inventory and are recognized as a reduction of cost of sales when the inventory is sold.

Funds that are determined to be reimbursements of specific, incremental, and identifiable costs incurred to sell vendors’ products are recorded as an offset to the related expense.

Due to the diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded.

Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

related to Synchrony’s ongoing servicing of the receivables sold.

In 2023, Synchrony exercised an option under the agreement to directly extend credit to the commercial accounts receivable customers, for which the related transition period was completed in August 2023.

In 2023, prior to the option’s effective date, $3.1 billion of accounts receivable were sold to Synchrony and the Company recognized losses of $63 million related to the servicing costs remitted to Synchrony monthly.

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

financial performance, strategic importance and/or invested capital.

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

Accounting Pronouncements Not Yet Adopted \- In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment*

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

*Disclosures.* The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Under the ASU, all disclosure requirements in this update and ASC 280, *Segment Reporting*, will be required for public entities with a single reportable segment.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, and subsequent interim periods, with early adoption permitted.

| | | | | | |

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

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

| | | | | | | | | |

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

In the fiscal year ended February 3, 2023, the Company purchased inventory from a significant number of vendors.

Many of the vendor funds associated with these purchases are earned under agreements that are negotiated on an annual basis or shorter.

The funds are recorded as a reduction to the cost of inventory as they are earned.

As the related inventory is sold, the amounts are recorded as a reduction to cost of sales.

March 27, 2023

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,060 | | | | | | 1.18 | | |

| Balance January 31, 2020 | | | 763 | | | | | | $ | 381 | | | | | $ | — | | | | | $ | 1,727 | | | | | $ | (136) | | | | | $ | 1,972 | |

| Repurchases of common stock | | | (34) | | | | | | (16) | | | | | | (214) | | | | | | (4,721) | | | | | | — | | | | | | (4,951) | | |

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

January 28, 2022.

Inventory for certain subsidiaries representing approximately 1% and 7% of the consolidated inventory balances as of February 3, 2023, and January 28, 2022, respectively, are stated at lower of cost and net realizable value using the weighted average cost method.

To hedge the economic risk of changes in value of the October 2020 cash tender offers prior to its pricing date, the Company entered into reverse treasury lock derivative contracts which were not designated as hedging instruments.

The cash flows related to these contracts are included within financing activities in the consolidated statements of cash flows.

transfers as sales of the accounts receivable.

The Company recognized losses of $76 million in 2022, $50 million in 2021, and $54 million in 2020 on these receivable sales, which primarily relates to servicing costs that are remitted to Synchrony monthly.

Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination.

The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level.

Goodwill is not amortized but is evaluated for impairment at least annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary.

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

likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill.

Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, using discounted future cash flows, and a market approach, using market multiples applied to free cash flow.

If the fair value exceeds carrying value, then no goodwill impairment has occurred.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Any impairment identified is included within SG&A expense in the consolidated statements of earnings.

The income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit, if applicable, is considered in determining the goodwill impairment loss.

A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management.

During fiscal 2022, goodwill was allocated to the U.S. Home Improvement reporting unit.

In fiscal 2022, we completed our annual qualitative assessment of the recoverability of goodwill for the U.S. Home Improvement reporting unit and concluded that the fair value of the reporting unit significantly exceeded its carrying value.

The changes in the carrying amount of goodwill for 2022, 2021, and 2020 were as follows:

| Goodwill, balance at beginning of year | | | $ | 311 | | | | | $ | 311 | | | | | $ | 303 | |

| Acquisitions | | | — | | | | | | — | | | | | | 8 | | |

| Goodwill, balance at end of year | | | $ | 311 | | | | | $ | 311 | | | | | $ | 311 | |

Gross carrying amounts and cumulative goodwill impairment losses are as follows:

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](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] [added: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] of this Annual Report.

No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended February [removed: 3, 2023,] [added: 2, 2024,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

None.

| | | | | | | | | |

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

| 69 | | |  | | | | | |

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

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

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: 2024] [added: 2025] Annual Meeting” in the definitive Proxy Statement for the [removed: 2023] [added: 2024] annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February [removed: 3, 2023] [added: 2, 2024] (the Proxy Statement).

The full text of the Code can be found on our website at [removed: www.Lowes.com,] [added: ir.lowes.com,] under the [removed: “About Lowe’s”,] “Investors”, and “Corporate Governance - Governance Documents” headings.

We will disclose information pertaining to amendments or waivers to provisions of the Code that apply to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code enumerated in the SEC rules and regulations by posting this information on our website at [removed: www.Lowes.com.][added: ir.lowes.com.]

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

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[removed: a) 1.] [added: 1.] Financial Statements

See the following items and page numbers appearing in [Item [removed: 8](#i6fcd4fbc0dce4b2f96ce7c818d676c11_88)] [added: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] of this Annual Report:

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] [added: Firm](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] | | | [removed: [35](#i6fcd4fbc0dce4b2f96ce7c818d676c11_94)] [added: [36](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] | | |

| | | | [Consolidated Statements of Earnings for each of the three fiscal years in the period [removed: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100) [F](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[eb](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[rua](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[ry](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100) [](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)[3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] [added: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] | | | [removed: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_100)] [added: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period [removed: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103) [February 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] [added: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] | | | [removed: [38](#i6fcd4fbc0dce4b2f96ce7c818d676c11_103)] [added: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] | | |

| | | | [Consolidated Balance Sheets [removed: at](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] [added: a](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)[s of](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106) [](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)[February 2, 2024 and](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] [February [removed: 3,](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) [2023 and](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106) [January 28, 2022](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] [added: 3, 2023](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] | | | [removed: [39](#i6fcd4fbc0dce4b2f96ce7c818d676c11_106)] [added: [40](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] | | |

| | | | [Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period [removed: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112) [February 3, 20](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)[23](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] [added: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] | | | [removed: [40](#i6fcd4fbc0dce4b2f96ce7c818d676c11_112)] [added: [41](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three fiscal years in the period [removed: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115) [F](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)[ebruary 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] [added: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] | | | [removed: [41](#i6fcd4fbc0dce4b2f96ce7c818d676c11_115)] [added: [42](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] | | |

| | | | [Notes to Consolidated Financial Statements for each of the three fiscal years in the period [removed: ended](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118) [](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)[Febr](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)[uary 3, 2023](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] [added: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] | | | [removed: [42](#i6fcd4fbc0dce4b2f96ce7c818d676c11_118)] [added: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] | | |

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

2. Financial Statement [removed: Schedule][added: Schedules]

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

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

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

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

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

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

| [removed: 4.23] [added: 4.26] | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: March 23, 2020,] [added: September 1, 2023,] by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, [removed: swing-line lender,] [added: swing line lender] and a letter of credit issuer, U.S. Bank National [added: Association and Wells Fargo Bank, National] Association, as [removed: syndication agent] [added: co-syndication agents] and [removed: a] letter of credit [removed: issuer,] [added: issuers,] Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] and [removed: Wells Fargo Bank, National Association,] [added: Barclays Bank PLC,] as co-documentation agents, and the other lenders party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/60667/000006066720000038/exhibit10103232020.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312523230647/d503024dex101.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | [removed: March 24, 2020] [added: September 7, 2023] | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Amendment No. 1 to [added: Third Amended and Restated] Credit Agreement, dated as of [removed: December 14, 2021,] [added: 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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/0000060667/000119312521357421/d260319dex102.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312523013158/d455290dex101.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: December 15, 2021] [added: January 23, 2023] | | |

| [removed: 4.27] [added: 4.24] | | | | | | [Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank. National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/0000060667/000119312521357421/d260319dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 15, 2021 | | |

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

| [removed: 10.16] [added: 10.17] | | | | | | [Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of May 27, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000104/exhibit101_06022022.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | June 2, 2022 | | |

| [removed: 10.17] [added: 10.18] | | | | | | [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: 10.18] [added: 10.19] | | | | | | [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: 79] [added: 77] | | | [removed: ] [added: ] | | | | | |

| [removed: 10.19] [added: 10.20] | | | | | | [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: 10.24] [added: 10.25] | | | | | | [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: 10.25] [added: 10.26] | | | | | | [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: 10.26] [added: 10.27] | | | | | | [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: 10.27] [added: 10.28] | | | | | | [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: 10.28] [added: 10.29] | | | | | | [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: 10.29] [added: 10.30] | | | | | | [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 | | |

| [removed: 10.30] [added: 10.31] | | | | | | [Form of Lowe’s Companies, Inc. Director Indemnification Agreement.*](http://www.sec.gov/Archives/edgar/data/60667/000006066718000203/exhibit106_11022018.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.6 | | | | | | December 6, 2018 | | |

| [removed: 10.31] [added: 10.32] | | | | | | [Form of Lowe’s Companies, Inc. Officer Indemnification Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066719000042/exhibit1043_02012019.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.43 | | | | | | April 2, 2019 | | |

| [removed: 10.32] [added: 10.33] | | | | | | [Form of Lowe’s Companies, Inc. 2021 Restricted Stock Award Agreement.*](https://www.sec.gov/Archives/edgar/data/0000060667/000006066721000074/exhibit104_04302021.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.4 | | | | | | May 27, 2021 | | |

| [removed: 10.33] [added: 10.34] | | | | | | [Form of Lowe’s Companies, Inc. 2021 Performance Share Unit Award Agreement.*](https://www.sec.gov/Archives/edgar/data/0000060667/000006066721000074/exhibit102_04302021.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | May 27, 2021 | | |

| [removed: 10.34] [added: 10.35] | | | | | | [Form of Lowe’s Companies, Inc. 2021 Non-Qualified Stock Option Agreement.*](https://www.sec.gov/Archives/edgar/data/0000060667/000006066721000074/exhibit103_04302021.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.3 | | | | | | May 27, 2021 | | |

| | | | [removed: ] [added: ] | | | [removed: 80] [added: 78] | | |

| [removed: 10.35] [added: 10.36] | | | | | | [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 | | |

| [removed: 10.36] [added: 10.37] | | | | | | [Lowe’s Companies, Inc. Severance Plan for Senior Officers as amended and restated May 26, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000139/exhibit103_07292022.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.3 | | | | | | August 25, 2022 | | |

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

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| 4.23 | | | | | | [Twenty-Second Supplemental Indenture, dated as of March 30, 2023, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 4.800% Notes due April 1, 2026, a form of 5.150% Notes due July 1, 2033, a form of 5.750% notes due July 1, 2053 and a form of 5.850% Notes due April 1, 2063.](https://www.sec.gov/Archives/edgar/data/60667/000119312523085712/d312306dex42.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.2 | | | | | | March 30, 2023 | | |

| 4.27 | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm)[‡](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| 10.16 | | | | | | [Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*](https://www.sec.gov/Archives/edgar/data/60667/000006066723000139/exhibit101_08042023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | August 30, 2023 | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| 10.24 | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Juliette](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit1024_02022024.htm) [W.](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit1024_02022024.htm) [Pryor entered into on March 15, 2023.*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit1024_02022024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| 10.38 | | | | | | [Form of Lowes Companies, Inc. 2023 Non-Qualified Stock Option Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit101_05052023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | June 1, 2023 | | |

| 10.39 | | | | | | [Form of Lowes Companies, Inc. 2023 Performance Share Unit Award Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit102_05052023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | June 1, 2023 | | |

| 10.40 | | | | | | [Form of Lowes Companies, Inc. 2023 Restricted Stock Award Agreement.*](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit103_05052023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.3 | | | | | | June 1, 2023 | | |

| 97.1 | | | | | | [Lowe’s Companies, Inc. Rule 10D-1 Compensation Recovery (Clawback) Policy.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit971_02022024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 97.2 | | | | | | [Lowe’s Companies, Inc. Senior Officer Compensation Recovery (Clawback) Policy.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit972_02022024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| 99.2 | | | | | | [Amendment Number 2023-2 to the Lowe’s 401(k) Plan, effective September 25, 2023 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).](https://www.sec.gov/Archives/edgar/data/60667/000006066723000164/exhibit991_11032023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 99.1 | | | | | | November 29, 2023 | | |

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

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

| (In millions) | | | Balance at beginning of period | | | | | | Charges to costs and expenses | | | | | | | | | | | | Deductions | | | | | | | | | | | | Balance at end of period | | |

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

| Reserve for loss on obsolete inventory | | | $ | 168 | | | | | $ | — | | | | | | | | | | | $ | (29) | | | | | 1 | | | | | | $ | 139 | |

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

| Reserve for sales returns | | | 245 | | | | | | — | | | | | | | | | | | | (11) | | | | | | | | | | | | 234 | | |

| Deferred tax valuation allowance | | | 590 | | | | | | 546 | | | | | | 3 | | | | | | — | | | | | | | | | | | | 1,136 | | |

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

| January 28, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve for loss on obsolete inventory | | | $ | 182 | | | | | $ | — | | | | | | | | | | | $ | (14) | | | | | 1 | | | | | | $ | 168 | |

| Reserve for inventory shrinkage | | | 365 | | | | | | 845 | | | | | | | | | | | | (796) | | | | | | 2 | | | | | | 414 | | |

| Reserve for sales returns | | | 252 | | | | | | — | | | | | | | | | | | | (7) | | | | | | | | | | | | 245 | | |

| Deferred tax valuation allowance | | | 601 | | | | | | — | | | | | | | | | | | | (11) | | | | | | 3 | | | | | | 590 | | |

| Self-insurance liabilities | | | 1,093 | | | | | | 1,759 | | | | | | | | | | | | (1,736) | | | | | | 4 | | | | | | 1,116 | | |

| January 29, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve for loss on obsolete inventory | | | $ | 105 | | | | | $ | 77 | | | | | 1 | | | | | | $ | — | | | | | | | | | | | $ | 182 | |

| Reserve for inventory shrinkage | | | 244 | | | | | | 907 | | | | | | | | | | | | (786) | | | | | | 2 | | | | | | 365 | | |

| Reserve for sales returns | | | 194 | | | | | | 58 | | | | | | | | | | | | — | | | | | | | | | | | | 252 | | |

| Deferred tax valuation allowance | | | 561 | | | | | | 40 | | | | | | 3 | | | | | | — | | | | | | | | | | | | 601 | | |

| Self-insurance liabilities | | | 1,104 | | | | | | 1,568 | | | | | | | | | | | | (1,579) | | | | | | 4 | | | | | | 1,093 | | |

1 *Represents the net (decrease)/increase in the required reserve based on the Company’s evaluation of obsolete inventory.*

2 *Represents the actual inventory shrinkage experienced at the time of physical inventories.*

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

4 *Represents claim payments for self-insured claims.*

| 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 | | |

| 4.26 | | | | | | [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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 81 | | |  | | | | | |

| | | |  | | | 82 | | |

| [removed: 83] [added: 79] | | | [removed: ] [added: ] | | | | | |

| March [removed: 27, 2023] [added: 25, 2024] | | | | | | By: /s/ Marvin R. Ellison | | |

| March [removed: 27, 2023] [added: 25, 2024] | | | | | | By: /s/ Brandon J. Sink | | |

| March [removed: 27, 2023] [added: 25, 2024] | | | | | | By: /s/ Dan C. Griggs, Jr. | | |

| | | | [removed: ] [added: ] | | | [removed: 84] [added: 80] | | |

Griggs, Jr., and [removed: Ross] [added: Juliette] W.

[removed: McCanless,] [added: Pryor,] and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

| /s/ Marvin R. Ellison | | | Chairman, President and Chief Executive Officer | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Raul Alvarez | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ David H. Batchelder | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Scott H. Baxter | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Sandra B. Cochran | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Laurie Z. Douglas | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Richard W. Dreiling | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Brian C. Rogers | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Colleen Taylor | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ Mary Beth West | | | Director | | | March [removed: 27, 2023] [added: 25, 2024] | | |

| [removed: 85] [added: 81] | | | [removed: ] [added: ] | | | | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

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| /s/ Daniel J. Heinrich | | | Director | | | March 27, 2023 | | |

| Daniel J. Heinrich | | | | | | Date | | |