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Item 1. Financial Statements

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Item 1. Financial Statements

Lowe’s Companies, Inc.

Consolidated Statements of Earnings (Unaudited)

In Millions, Except Per Share and Percentage Data

Three Months Ended
April 29, 2022April 30, 2021
Current EarningsAmount% SalesAmount% Sales
Net sales$23,659100.00%$24,422100.00%
Cost of sales15,60965.9716,29266.71
Gross margin8,05034.038,13033.29
Expenses:
Selling, general and administrative4,30318.194,49418.40
Depreciation and amortization4451.883911.60
Operating income3,30213.963,24513.29
Interest – net2431.032110.87
Pre-tax earnings3,05912.933,03412.42
Income tax provision7263.077132.92
Net earnings$2,3339.86%$2,3219.50%
Weighted average common shares outstanding – basic660718
Basic earnings per common share$3.52$3.22
Weighted average common shares outstanding – diluted662720
Diluted earnings per common share$3.51$3.21

See accompanying notes to the consolidated financial statements (unaudited).

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data

Three Months Ended
April 29, 2022April 30, 2021
Amount% SalesAmount% Sales
Net earnings$2,3339.86%$2,3219.50%
Foreign currency translation adjustments – net of tax(17)(0.07)1020.41
Cash flow hedges – net of tax2190.93240.10
Other(2)(0.01)(1)—
Other comprehensive income2000.851250.51
Comprehensive income$2,53310.71%$2,44610.01%

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Balance Sheets (Unaudited)

In Millions, Except Par Value Data

April 29, 2022April 30, 2021January 28, 2022
Assets
Current assets:
Cash and cash equivalents$3,414$6,692$1,133
Short-term investments368454271
Merchandise inventory – net20,23918,38217,605
Other current assets1,5901,2881,051
Total current assets25,61126,81620,060
Property, less accumulated depreciation18,89019,05919,071
Operating lease right-of-use assets4,1313,8864,108
Long-term investments76197199
Deferred income taxes – net33213164
Other assets9841,0291,038
Total assets$49,725$51,200$44,640
Liabilities and shareholders' (deficit)/equity
Current liabilities:
Current maturities of long-term debt$121$1,338$868
Current operating lease liabilities639551636
Accounts payable13,83113,96411,354
Accrued compensation and employee benefits1,1901,3121,561
Deferred revenue2,0942,0221,914
Other current liabilities3,9563,7053,335
Total current liabilities21,83122,89219,668
Long-term debt, excluding current maturities28,77621,90623,859
Noncurrent operating lease liabilities4,0613,9254,021
Deferred revenue – Lowe's protection plans1,1371,0501,127
Other liabilities797982781
Total liabilities56,60250,75549,456
Shareholders' (deficit)/equity:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none———
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 652 million, 715 million, and 670 million shares, respectively326358335
Capital in excess of par value———
(Accumulated deficit)/retained earnings(7,367)98(5,115)
Accumulated other comprehensive income/(loss)164(11)(36)
Total shareholders' (deficit)/equity(6,877)445(4,816)
Total liabilities and shareholders' (deficit)/equity$49,725$51,200$44,640

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Statements of Shareholders’ (Deficit)/Equity (Unaudited)

In Millions

Three Months Ended April 29, 2022
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive (Loss)/IncomeTotal
SharesAmount
Balance January 28, 2022670$335$—$(5,115)$(36)$(4,816)
Net earnings———2,333—2,333
Other comprehensive income————200200
Cash dividends declared, $0.80 per share———(524)—(524)
Share-based payment expense——46——46
Repurchases of common stock(19)(9)(47)(4,061)—(4,117)
Issuance of common stock under share-based payment plans1—1——1
Balance April 29, 2022652$326$—$(7,367)$164$(6,877)
Three Months Ended April 30, 2021
Common StockCapital in Excess of Par ValueRetained EarningsAccumulated Other Comprehensive LossTotal
SharesAmount
Balance January 29, 2021731$366$90$1,117$(136)$1,437
Net earnings———2,321—2,321
Other comprehensive income————125125
Cash dividends declared, $0.60 per share———(430)—(430)
Share-based payment expense——50——50
Repurchases of common stock(17)(9)(148)(2,910)—(3,067)
Issuance of common stock under share-based payment plans118——9
Balance April 30, 2021715$358$—$98$(11)$445

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

In Millions

Three Months Ended
April 29, 2022April 30, 2021
Cash flows from operating activities:
Net earnings$2,333$2,321
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization503443
Noncash lease expense135124
Deferred income taxes59110
Loss/(gain) on property and other assets – net4(15)
Share-based payment expense5054
Changes in operating assets and liabilities:
Merchandise inventory – net(2,646)(2,123)
Other operating assets(212)(343)
Accounts payable2,4793,058
Deferred revenue191442
Other operating liabilities81421
Net cash provided by operating activities2,9774,492
Cash flows from investing activities:
Purchases of investments(109)(293)
Proceeds from sale/maturity of investments132347
Capital expenditures(343)(461)
Proceeds from sale of property and other long-term assets1064
Other – net—(134)
Net cash used in investing activities(310)(477)
Cash flows from financing activities:
Net proceeds from issuance of debt4,9641,988
Repayment of debt(773)(543)
Proceeds from issuance of common stock under share-based payment plans19
Cash dividend payments(537)(440)
Repurchases of common stock(4,037)(3,038)
Other – net(4)4
Net cash used in financing activities(386)(2,020)
Effect of exchange rate changes on cash—7
Net increase in cash and cash equivalents2,2812,002
Cash and cash equivalents, beginning of period1,1334,690
Cash and cash equivalents, end of period$3,414$6,692

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements (unaudited), in the opinion of management, contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets as of April 29, 2022, and April 30, 2021, and the statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows for the three months ended April 29, 2022, and April 30, 2021. The January 28, 2022 consolidated balance sheet was derived from the audited financial statements.

These interim condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Lowe’s Companies, Inc. (the Company) Annual Report on Form 10-K for the fiscal year ended January 28, 2022 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Accounting Pronouncements Not Yet Adopted

Recent accounting pronouncements pending adoption not discussed in this Form 10-Q or in the 2021 Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company.

Note 2: Revenue

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

The following table presents the Company’s sources of revenue:

(In millions)Three Months Ended
April 29, 2022April 30, 2021
Products$22,884$23,522
Services536579
Other239321
Net sales$23,659$24,422

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded. The merchandise return reserve is presented on a gross basis, with a separate asset and liability included in the consolidated balance sheets. The balances and classification within the consolidated balance sheets for anticipated sales returns and the associated right of return assets are as follows:

(In millions)ClassificationApril 29, 2022April 30, 2021January 28, 2022
Anticipated sales returnsOther current liabilities$363$374$245
Right of return assetsOther current assets218240151

Deferred revenue - retail and stored-value cards

Retail deferred revenue consists of amounts received for which customers have not yet taken possession of the merchandise or for which installation has not yet been completed. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. Stored-value cards deferred revenue includes outstanding stored-value cards such as gift cards and

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returned merchandise credits that have not yet been redeemed. Deferred revenue for retail and stored-value cards are as follows:

(In millions)April 29, 2022April 30, 2021January 28, 2022
Retail deferred revenue$1,521$1,525$1,285
Stored-value cards deferred revenue573497629
Deferred revenue$2,094$2,022$1,914

Deferred revenue - Lowe’s protection plans

The Company defers revenues for its separately-priced long-term extended protection plan contracts (Lowe’s protection plans) and recognizes revenue on a straight-line basis over the respective contract term. Expenses for claims are recognized in cost of sales when incurred.

(In millions)April 29, 2022April 30, 2021January 28, 2022
Deferred revenue - Lowe’s protection plans$1,137$1,050$1,127
Three Months Ended
(In millions)April 29, 2022April 30, 2021
Lowe’s protection plans deferred revenue recognized into sales$127$116
Lowe’s protection plans claim expenses4554

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division:

Three Months Ended
April 29, 2022April 30, 2021
(In millions)Net Sales%Net Sales%
Home Décor 1$8,29835.1%$8,30734.0%
Building Products 28,17134.57,94232.5
Hardlines 36,69528.37,75031.8
Other4952.14231.7
Total$23,659100.0%$24,422100.0%

Note: Merchandise division net sales for the prior period have been reclassified to conform to the current period presentation.

1 Home Décor includes the following product categories: Appliances, Décor, Flooring, Kitchens & Bath, and Paint

2 Building Products includes the following product categories: Building Materials, Electrical, Lighting, Lumber, Millwork, and Rough Plumbing

3 Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools

The following table presents the Company’s net sales disaggregated by geographical area:

(In millions)Three Months Ended
April 29, 2022April 30, 2021
United States$22,426$22,932
Canada1,2331,490
Net Sales$23,659$24,422

Note 3: Restricted Investments

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Short-term and long-term investments include restricted balances pledged as collateral primarily for the Lowe’s protection plans program and are as follows:

(In millions)April 29, 2022April 30, 2021January 28, 2022
Short-term restricted investments$368$454$271
Long-term restricted investments76197199
Total restricted investments$444$651$470

Note 4: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

  • Level 1 - inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

  • Level 2 - inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

  • Level 3 - inputs to the valuation techniques that are unobservable for the assets or liabilities

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of April 29, 2022, April 30, 2021, and January 28, 2022:

Fair Value Measurements at
(In millions)ClassificationMeasurement LevelApril 29, 2022April 30, 2021January 28, 2022
Available-for-sale debt securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$176$190$75
Money market fundsShort-term investmentsLevel 113586120
Foreign government debt securitiesShort-term investmentsLevel 228—14
Corporate debt securitiesShort-term investmentsLevel 2151488
Municipal obligationsShort-term investmentsLevel 210—10
Certificates of depositShort-term investmentsLevel 14—14
Agency securitiesShort-term investmentsLevel 2—30—
Commercial paperShort-term investmentsLevel 2——30
Corporate debt securitiesLong-term investmentsLevel 2435050
U.S. Treasury securitiesLong-term investmentsLevel 131128132
Municipal obligationsLong-term investmentsLevel 22133
Agency securitiesLong-term investmentsLevel 2—6—
Foreign government debt securitiesLong-term investmentsLevel 2——14
Derivative instruments:
Forward interest rate swapsOther current assetsLevel 2$261$22$66
Forward interest rate swapsOther assetsLevel 2——48
Fixed-to-floating interest rate swapsOther liabilitiesLevel 265—21

There were no transfers between Levels 1, 2, or 3 during any of the periods presented.

When available, quoted prices were used to determine fair value. When quoted prices in active markets were available, investments were classified within Level 1 of the fair value hierarchy. When quoted prices in active markets were not available, fair values were determined using pricing models, and the inputs to those pricing models were based on observable

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market inputs. The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads, and benchmark securities, among others.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

During the three months ended April 29, 2022, and April 30, 2021, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. As further described in Note 6, certain long-term debt is associated with a fair value hedge and the changes in fair value of the hedged debt is included in the carrying value of long-term debt on the consolidated balance sheets. The fair values of the Company’s unsecured notes were estimated using quoted market prices. The fair values of the Company’s mortgage notes were estimated using discounted cash flow analyses, based on the future cash outflows associated with these arrangements and discounted using the applicable incremental borrowing rate.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations, are as follows:

April 29, 2022April 30, 2021January 28, 2022
(In millions)Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$28,224$26,095$22,585$24,774$24,056$25,425
Mortgage notes (Level 2)455555
Long-term debt (excluding finance lease obligations)$28,228$26,100$22,590$24,779$24,061$25,430

Note 5: Debt

Commercial Paper Program

The $2.0 billion five-year unsecured revolving credit agreement entered into in March 2020, and amended in December 2021, (2020 Credit Agreement) and the $2.0 billion five-year unsecured third amended and restated credit agreement (Third Amended and Restated Credit Agreement) entered into in December 2021 support the Company’s commercial paper program. The amounts available to be drawn under the 2020 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program. As of April 29, 2022, April 30, 2021, and January 28, 2022, there were no outstanding borrowings under the Company’s commercial paper program, the 2020 Credit Agreement, or the Third Amended and Restated Credit Agreement. Total combined availability under the 2020 Credit Agreement and the Third Amended and Restated Credit Agreement was $4.0 billion as of April 29, 2022.

Long-Term Debt

On March 24, 2022, the Company issued $5.0 billion of unsecured fixed rate notes (March 2022 Notes) as follows:

Principal Amount (in millions)Maturity DateInterest RateDiscount (in millions)
$750April 20273.350%$3
$1,500April 20323.750%$7
$1,500April 20524.250%$14
$1,250April 20624.450%$12

Interest on the March 2022 Notes is payable semiannually in arrears in April and October of each year until maturity.

The indenture governing the March 2022 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, up to, but excluding, the date

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of redemption. The indenture also contains a provision that allows the holders of the notes to require the Company to repurchase all or any part of their notes if a change of control triggering event occurs. If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such notes up to, but excluding, the date of purchase. The indenture governing the March 2022 Notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.

Note 6: Derivative Instruments

The Company utilizes forward interest rate swap agreements to hedge its exposure to changes in benchmark interest rates on forecasted debt issuances. The Company also utilizes fixed-to-floating interest rate swap agreements as fair value hedges on certain debt. The notional amounts for the Company’s material derivative instruments are as follows:

(In millions)April 29, 2022April 30, 2021January 28, 2022
Cash flow hedges:
Forward interest rate swap agreement notional amounts$1,760$375$2,560
Fair value hedges:
Fixed-to-floating interest rate swap agreement notional amounts$850$—$850

See Note 4 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications. The cash flows related to settlement of the Company’s hedging derivative financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The Company accounts for the forward interest rate swap contracts as cash flow hedges, thus the effective portion of gains and losses resulting from changes in fair value are recognized in other comprehensive income, net of tax effects, in the consolidated statements of comprehensive income and is amortized to interest expense over the term of the respective debt. During the three months ended April 29, 2022, in connection with the issuance of our March 2022 Notes, we settled forward interest rate swap contracts with a combined notional amount of $1.5 billion and received a payment of $143 million. The gain/(loss) from forward interest rate swap agreements, both settled and outstanding, designated as cash flow hedges recorded in other comprehensive income and earnings for the three months ended April 29, 2022, and April 30, 2021, including its line item in the financial statements, is as follows:

(In millions)Three Months Ended
April 29, 2022April 30, 2021
Other comprehensive income:
Cash flow hedges – net of tax expense of $73 million and $9 million, respectively$218$27
Net earnings:
Interest – net$(1)$(3)

The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective. Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

Note 7: Shareholders’ (Deficit)/Equity

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, or through private off-market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. As of April 29, 2022, the Company had $15.7 billion remaining in its share repurchase program.

In February 2022, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase $750 million of the Company’s common stock. The terms of the ASR agreement entered into during the three months ended April 29, 2022, are as follows (in millions):

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Agreement Execution DateAgreement Settlement DateASR Agreement AmountInitial Shares Delivered at InceptionAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2022Q1 2022$7502.80.63.4

In addition, the Company repurchased shares of its common stock through the open market as follows:

Three Months Ended
April 29, 2022
(In millions)SharesCost
Open market share repurchases15.2$3,251

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of share-based awards.

Total shares repurchased for the three months ended April 29, 2022, and April 30, 2021, were as follows:

Three Months Ended
April 29, 2022April 30, 2021
(In millions)SharesCost 1SharesCost 1
Share repurchase program18.6$4,00116.5$3,000
Shares withheld from employees0.61160.367
Total share repurchases19.2$4,11716.8$3,067

1 Reductions of $4.1 billion and $2.9 billion were recorded to (accumulated deficit)/retained earnings, after capital in excess of par value was depleted, for the three months ended April 29, 2022, and April 30, 2021, respectively.

Note 8: Earnings Per Share - The Company calculates basic and diluted earnings per common share using the two-class method. The following table reconciles earnings per common share for the three months ended April 29, 2022, and April 30, 2021:

Three Months Ended
(In millions, except per share data)April 29, 2022April 30, 2021
Basic earnings per common share:
Net earnings$2,333$2,321
Less: Net earnings allocable to participating securities(8)(9)
Net earnings allocable to common shares, basic$2,325$2,312
Weighted-average common shares outstanding660718
Basic earnings per common share$3.52$3.22
Diluted earnings per common share:
Net earnings$2,333$2,321
Less: Net earnings allocable to participating securities(8)(9)
Net earnings allocable to common shares, diluted$2,325$2,312
Weighted-average common shares outstanding660718
Dilutive effect of non-participating share-based awards22
Weighted-average common shares, as adjusted662720
Diluted earnings per common share$3.51$3.21
Anti-dilutive securities excluded from diluted weighted-average common shares0.40.4
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Note 9: Supplemental Disclosure

Net interest expense is comprised of the following:

Three Months Ended
(In millions)April 29, 2022April 30, 2021
Long-term debt$230$200
Lease obligations78
Short-term borrowings1—
Interest income(2)(3)
Interest capitalized(1)—
Interest on tax uncertainties3—
Other56
Interest – net$243$211

Supplemental disclosures of cash flow information:

Three Months Ended
(In millions)April 29, 2022April 30, 2021
Cash paid for interest, net of amount capitalized$375$219
Cash paid for income taxes – net$57$115
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities$2$14
Leased assets obtained in exchange for new operating lease liabilities 1$174$155
Cash dividends declared but not paid$524$430

1 Excludes $637 million of leases signed but not yet commenced as of April 29, 2022.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of April 29, 2022, and April 30, 2021, the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows for the fiscal three months ended April 29, 2022, and April 30, 2021, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 28, 2022, and the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 21, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 28, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

May 26, 2022

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