UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 29, 202128, 2022
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to _________
Commission file number 1-7898
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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| North Carolina | | 56-0578072 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 1000 Lowes Blvd., Mooresville, North Carolina | | 28117 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code | | (704) 758-1000 |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.50 per share | LOW | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 31, 2020,30, 2021, 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 $112.5$134.8 billion based on the closing sale price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
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| CLASS | | OUTSTANDING AT 3/19/202117/2022 |
| Common Stock, $0.50 par value | | 717,256,852661,561,297 |
DOCUMENTS INCORPORATED BY REFERENCE
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| Document | | Parts Into Which Incorporated |
Portions of the Proxy Statement for Lowe’s 20212022 Annual Meeting of Shareholders | |
Part III |
LOWE’S COMPANIES, INC.
- TABLE OF CONTENTS -
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| PART I | |
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| PART II | |
| Item 5. | | |
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| PART III | |
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| PART IV | |
| Item 15. | | |
| Item 16. | | |
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “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, business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results.Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.
For a detailed description of the risks and uncertainties that we are exposed to, you should read Item 1A, “Risk Factors” included elsewhere in this Annual Report.Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
Part I
Item 1 - Business
General Information
Lowe’s Companies, Inc. and subsidiaries (the Company or Lowe’s) is a Fortune® 50 company and the world’s second largest home improvement retailer. As of January 29, 2021,28, 2022, Lowe’s operated 1,9741,971 home improvement and hardware stores, representing approximately 208 million square feet of retail selling space. These operations included 1,7341,737 stores located across 50 U.S. states, as well as 240234 stores in Canada.
The Canadian stores include RONA inc. (RONA), which was acquired by Lowe’s in 2016. RONA operates 179173 stores in Canada as of January 29, 2021,28, 2022, as well as services approximately 231226 dealer-owned stores. The RONA stores represent complementary store formats operating under various banners.
Lowe’s was founded in 1921 with the opening of its first hardware store in North Wilkesboro, North Carolina. The Company was incorporated in North Carolina in 1952 and has been publicly held since 1961. The Company’s common stock is listed on the New York Stock Exchange - ticker symbol “LOW”.
See Item 6, “Selected Financial Data”, of this Annual Report on Form 10-K (Annual Report), for historical revenues, profits and identifiable assets. For additional information about the Company’s performance and financial condition, see also Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.
Customers, Market and Competition
Our Customers
We serve homeowners, renters, and professional customers (Pro customers). Individual homeowners and renters complete a wide array of projects and vary along the spectrum of do-it-yourself (DIY) and do-it-for-me (DIFM). The Pro customer consists of two broad categories: construction trades and maintenance, repair &and operations.
Our Market
The U.S. market remains our predominant market, accounting for approximately 94% of consolidated sales for the fiscal year ended January 29, 2021. We are among the many businesses, including28, 2022. The market in which we operate includes home-related sales through a variety of types of businesses. This includes home centers, paint stores, hardware stores, lumber yards and garden centers, whose revenues are included in the Building Material and Garden Equipment and Supplies Dealers Subsector (444) of the Retail Trade Sector of the North American Industry Classification System (NAICS), the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy.
NAICS 444 represents roughly half of what we consider the total U.S. market for our products and services. The broader market in which Lowe’s operates includes home-related sales through a variety of companies beyond those in NAICS 444. These consist of other companies in the retail sector, including mass retailers, home goods specialty stores, and online retailers, as well as wholesalers that provide home-related products and services to homeowners, renters, businesses, and the government.
There are many variables that affect consumer demand for the home improvement products and services Lowe’s offers. Key indicators we monitor include real disposable personal income, employment, home prices, housing turnover, and consumer mobility. We also monitor demographic and societal trends that shape home improvement industry growth.
Our Competition
The home improvement industry includes a broad competitive landscape that continues to evolve. Lowe’s competes with national and international home improvement warehouse chains and lumber yards in most of the markets we serve. We also compete with traditional hardware, plumbing, electrical, home supply retailers, and maintenance and repair organizations. In addition, we compete with general merchandise retailers, warehouse clubs, online retailers, other specialty retailers, providers of equipment and tool rental, as well as service providers that install home improvement products. Location of stores, product assortment, product pricing and customer service continue to be key competitive factors in our industry, while the evolution of technology and customer expectations also underscores the importance of omni-channelomnichannel capabilities as a competitive factor. To ensure ongoing competitiveness, Lowe’s focuses on delivering the right home improvement products, with the best service and
value, across every channel and community we serve. See further discussion of competition in Item 1A, “Risk Factors”, of this Annual Report.
Products and Services
Our products and services provide the retail and Pro customer a one-stop shop for a full complement of merchandise and services to complete home improvement, repair, maintenance, or construction projects, enabling a Total Home solution for every need in the home.
Our Products
Product Selection
To meet customers’ varying needs, we offer a complete line of products for construction, maintenance, repair, remodeling, and decorating. We offer home improvement products in the following categories: Appliances, Seasonal & Outdoor Living, Lawn & Garden, Lumber, Kitchens & Bath, Tools, Paint, Millwork, Hardware, Flooring, Rough Plumbing, Building Materials, Décor, Lighting, and Electrical. A typical Lowe’s-branded home improvement store stocks approximately 40,000 items, with over two million additional items available through our online selling channels. See Note 1717 of the Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report for historical revenues by product category for each of the last three fiscal years.
We are committed to offering a wide selection of national brand-name merchandise complemented by our selection of private brands. In addition, we are dedicated to ensuring the products we sell are sourced in a socially responsible, efficient, and cost-effective manner.
National Brand-Name Merchandise
In many product categories, customers look for a familiar and trusted national brand to instill confidence in their purchase. Lowe’s home improvement stores carry a wide selection of national brand-name merchandise such as Whirlpool®, GE®, LG®, and Samsung® appliances, Stainmaster, and Whirlpool® carpets,appliances; Sherwin-Williams® and Valspar® paints and stains, Pellastains; LARSON® windows and doors,doors; Pergo® hardwood flooring,and SMARTCORE® flooring; CRAFTSMAN® and DeWALTDeWalt® power tools,tools; Metabo® pneumatic tools,tools; Weber® and Char-Broil® grills,grills; Owens Corning® insulation and roofing,roofing; GAF® roofing, James Hardie® fiber cement siding,roofing; Marshalltown® masonry tools and concrete tools; Husqvarna®, EGO® and SKILEGO®outdoor power equipment,equipment; John Deere® riding lawn mowers, Wernermowers; Scotts® ladders, Quoizel® lighting, Nest®lawn care products, SharkBite® plumbing products,products; A. O. Smith® water heaters,heaters; Norton® abrasives, Simpson Strong-Tie® connectors,abrasives; Eaton® and Southwire® electrical products and wire; and many more. Our merchandise selection provides the retail and Pro customer a one-stop shop for a wide variety of national brand-name merchandise needed to complete home improvement, repair, maintenance, or construction projects.
Private Brands
Private brands are an important element of our overall portfolio, helping to increase customer loyalty, drive sales, create differentiation, and expand differentiation.improve margin. We have a strong private brand presence across core categories, including some of our most valuable brands such as: Kobalt® tools; STAINMASTER® carpets; allen+roth®, ORIGIN 21™, and Style Selections® home décor products; Severe Weather® pressure treated lumber; Project Source® high-value project completers; Holiday Living® seasonal products; Harbor Breeze® ceiling fans; Sta-Green® lawn and garden products; Moxie® cleaning products; Reliabilt® doors, windows, and hardware; and Utilitech® electricallighting and utilityelectrical products.
Supply Chain
We source our products from vendors worldwide and believe that alternative and competitive suppliers are available for virtually all of our products. Whenever possible, we purchase directly from manufacturers to provide savings for customers and improve our gross margin.
To efficiently move productproducts from our vendors to our stores and maintain in-stock levels, we own and operate distribution facilities that enable products to be received from vendors, stored and picked, or cross-docked, and then shipped to our retail locations or directly to customers. These facilities include 15 regional distribution centers (RDC) and 15 flatbed distribution centers (FDC) in the United States. The FDCs distribute merchandise that requires special handling due to size or type of packaging such as lumber, boards, panel products, pipe, siding, ladders, and building materials. On average, each RDC and FDC serves approximately 115 stores. We also own and operate seven distribution centers, including four lumber yards, to serve our Canadian market.
In addition to the RDCs and FDCs, we also operate coastal holding and transload facilities (CHF) to handle import product, bulk distribution centers (BDC) to handle appliances and other big and bulky product, cross-dock delivery terminals (XDT) to fulfill final mile box truck deliveries, and fulfillment centers (FC) focused on parcel post eligible products. InAs part of our market-based delivery model, we added three XDT ecosystems (consisting of six new XDTs) in fiscal 2020, we2021. We also enhanced our distribution network by adding thirteen XDTs,opening four BDCs, three FCs, and two BDCs, and one FC.CHFs.
Collectively, our facilities enable our import and e-commerce products to get to their destination as efficiently as possible. Most parcel-eligible items can be ordered by a customer and delivered within two business days at standard shipping rates.
In fiscal 2020,2021, approximately 67%65% of the total dollar amount of merchandise we purchased flowed through our distribution network, while the remaining portion was shipped directly to our stores or customers directly from our vendors.
Our Services
Installed Sales
We offer installation services through independent contractors in many of our product categories, with Appliances, Flooring, Kitchens & Bath, Lumber, Building Materials,Millwork, Appliances, and MillworkLumber accounting for the majority of installed sales. Our Installed Sales model, which separates selling and project administration tasks, allows our sales associates to focus on project selling, while project managers ensure that the details related to installing the products are efficiently executed. Installed Sales, which includes both product and labor, accounted for approximately 5% of total sales in fiscal 2020.2021.
ExtendedLowe’s Protection Plans and Repair Services
We offer extended protection plans for various products within the Appliances, Kitchens & Bath, Décor, Millwork, Rough Plumbing, Electrical, Seasonal & Outdoor Living, Tools, and Hardware categories. These protection plans provide customers with product protection that enhances or extends coverage offered by the manufacturer’s warranty and provides additional customer-friendly benefits that go beyond the scope of a manufacturer’s warranty. The protection plans provide in-warranty benefits and out-of-warranty repair services for major appliances, outdoor power equipment, tools, grills, fireplaces, air conditioners, water heaters, and other eligible products through our stores or in the home through the Lowe’s Authorized Service Repair Network. We offer replacement plans for products in most of these categories when priced below $300, or otherwise specified category-specific price points. Our contact center takescenters take customers’ calls, assesses the problems, and facilitates resolutions, making after-sales service easier for our customers by managing the entire process.
Selling Channels
We are continuing to enhance our omni-channelomnichannel capabilities, which allows our customers to move from channel to channel with simple and seamless transitions even within the same transaction. For example, for many projects, more than half of our customers conduct research online before making an in-store purchase. For purchases made on Lowes.com, customers may pick up their purchase in-store at the customer service desk, curbside pick-up, or touchless lockers;lockers, or have their purchase delivered from a store;to their home or have their purchase parcel shipped.business. In addition, flexible fulfillment options are available for in-store purchases and those made through the contact center. 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 endless aisle of products, enabled by our flexible fulfillment capabilities. Our ability to sell products in-store, online, on-site, or through our contact centers speaks to our ability to leverage of our existing infrastructure with the omni-channelomnichannel capabilities we continue to introduce.
In-Store
Our 1,7951,798 Lowe’s-branded home improvement stores, inclusive of 1,7341,737 in the U.S. and 61 in Canada, 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. The 179173 RONA stores operate under various complementary store formats that address target customers and occasions. Our home improvement stores in the U.S. and Canada offer similar products and services, with certain variations based on localization. We continue to develop and implement tools to make our sales associates more efficient and to integrate our order management and fulfillment processes. Our home improvement stores have Wi-Fi capabilities that provide customers with internetInternet access, making information available quickly to further simplify the shopping experience.
Online
Through our websites and mobile applications, we seek to empower consumers by providing a 24/7 shopping experience, online product information, customer ratings and reviews, online buying guides, and how-to videos and other information. These tools help consumers make more informed purchasing decisions and give them increased confidence to undertake home improvement projects. We enable customers to choose from a variety of fulfillment options, including buying online and picking up in-store, as well ascurbside pick-up, truck delivery orand parcel shipment to their homes or businesses. We also offer a new virtual kitchen design service and virtual sales support for sheds, fencing, generators, and other project-related categories to allow our customers to shop how, when, and where they want for services projects.
On-Site
We have on-site specialists available for retail and Pro customers to assist them in selecting products and services for their projects. Our Pro Sales Managerssales managers meet with Pro customers at their place of business or on a job site and leverage nearby stores and our distribution network to ensure we meet customer needs for products and resources. In addition, our Project Specialist
Exteriors (PSE)In-Home Sales program is available in a majority of U.S. Lowe’s home improvement stores to discuss varying exterior projects such as windows/doors, roofing, siding, fencing, and windows,deck projects, whose characteristics lend themselves to an in-home consultative sales approach.
Contact Centers
Lowe’s operates three contact centers which are located in Wilkesboro, NC;North Carolina; Albuquerque, NM;New Mexico; and Indianapolis, IN.Indiana. These contact centers help Lowe’s enable an omni-channelomnichannel customer experience by providing the ability to tender sales, coordinate deliveries, manage after-sale installations, facilitate repair services for Appliances and Outdoor Power Equipment, and answer general customer questions via phone, mail, e-mail, live chat, and social media.
Human Capital
When it comes to recruitingattracting and retaining top talent, Lowe’s strives to be an employer of choice. We are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live, and cultivating a culture that invites and encourages diverse opinions and ideas. We enable our associates to build meaningful careers andthat unlock their potential in an inclusive workplace as we work together to deliver the right home improvement products to our customers, with the best service and value, across every channel and community we serve.
As a testament to our commitments, in 2021 we received more than 15 notable employer of choice awards including being named: a Disability:IN National Best Place to Work for Disability Inclusion, a Forbes America’s Best Large Employers, a Best of the Best 2021 Top Employer by Black EOE Journal, HISPANIC Network Magazine, and Professional Woman’s Magazine, and a Best Corporation for Veteran’s Business Enterprises of the Year.
Our People
As of January 29, 2021,28, 2022, Lowe’s employed approximately 220,000200,000 full-time associates and 120,000140,000 part-time associates, primarily in the United States, India, and Canada. In fiscal 2020,During the spring season, we expandedtemporarily expand our workforce by hiring associates in part-time, seasonal, and full-time positions to fulfillmeet the seasonal demandelevated levels of our Spring season, increased demand during the COVID-19 pandemic as customers focused on home improvement projects, and a nationwide effort to modify our store layout.demand.
Certain employees in Canada are subject to collective bargaining agreements. No other employees are subject to collective bargaining agreements. Management considers its relations with employees to be good.
Diversity and Inclusion
We believe that, by building diverse and inclusive teams, we drive better ideas, positive business results, and improvedimprove service through a deeper connection with our customers. During fiscal 2019, we kicked-off aWe continue to execute on our multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three areas: talent, culture, and business. ToIn our efforts to foster an inclusive culture, we launched sevena new multigenerational business resource employee groupsgroup (BRG) in 2021, building upon the seven existing associate-led BRGs that are sponsored by our executive leadership teamteam. We have also introduced badges for our store uniforms that identify the store associates who speak Spanish or American Sign Language. In 2021, we held our ninth annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations. Also, in 2019 and continued2020, Lowe’s joined the OneTen coalition, which as a whole, the coalition has committed to support those groups virtuallyhiring one million Black Americans in 2020.the next ten years.
Talent Development
We are committed to securing top talent and providing ongoing training and other developmental opportunities to facilitate meaningful careers at Lowe’s. We enhanced our onboarding process so that new hires can quickly learn the skills needed for their position. We offer a variety of leadership and development programs that develop diverseskills and other high potential associates. We also havecapabilities from product knowledge in our stores to advanced leadership principles for our leaders.
This year we expanded Lowe's University Academies offerings and included certification programs available to ourfor store and technology associates tothat further develop their skills and knowledge base.
Additionally, through our partnership with Guild Education, Lowe’s Track to the Trades program, provideswe provide tuition reimbursement to our associates, encouraging them to complete apprentice certifications in carpentry, plumbing, electrical, heat, air ventilation and cooling (HVAC), or appliance repair.
We have also seen great strides in our internal culture. This year, we saw higher participation and engagement scores in our annual Building Engagement and Success Together (BEST) associate engagement survey which helps senior management understand from our associates what Lowe’s is doing well and where we have opportunities for improvement.
Total Rewards and Wellness
In the spirit of building the best team and providing them with the best care, we are proud of the financial and well-being benefits we offer to our associates. We have a historystrong track record of investing in our workforce by offering locally competitive salaries and wages. We offer a wide variety of health, welfare, and financial benefits to our full-time and part-time associates, including health care and insurance benefits, retirement plans, an employee stock purchase plan, paid time off, leave programs and tuition assistance, among many others.
In response to the novel strain ofevolving coronavirus (COVID-19) pandemic, we expandedcontinued to evolve our benefits and wellness programs to increase access to care. We waived co-payments on pharmacy home deliveries, covered 100% of COVID-19 testing and related treatment, expanded telemedicine servicesvaccines, continued to operate our uninsured associates, shifted onsite clinics toin a virtual care model, and launched a new virtual behavioral health app. We also provided 14 days of emergency paid leave for all associates who needed it,In partnership with CVS retail pharmacy and upPremise onsite clinics, we launched a vaccine program, providing onsite access to four weeks of emergency paid leave for associates at high risk of severe illness from COVID-19.
During fiscal 2020,sites across the country. In 2021, we provided $915 million in incremental COVID-related financial support for our front-line hourly associates. This included seven discretionary payments of $300 for full-time hourly associates and $150 for part-time hourly associates, as well as a temporary $2 per hour wage increase in the month of April, andcontinued to offer emergency paid leave taken byfor associates who needed it.are suffering from COVID-19.
Store and Workplace Safety
Our associates and customers drive our success and providingsuccess. Providing them a safe environment for both working and shopping is essential. We strive to maintain a culture of safety, beginningwhich begins with our leaders modeling the behaviors we want our associates to adopt, and weadopt. We embed safety into associate onboarding, developmental e-learning and on-the-job training. In fiscal 2020, in response to the COVID-19 pandemic, we implemented numerousinstituted rigorous safety standards in support of social distancing and enhanced sanitizing and cleaning.
Corporate Responsibility Report
Additional information regarding our activities related to our people and human capital strategy, as well as our workforce diversity data, can be found in our Corporate Responsibility Report and Culture, Diversity & Inclusion Report, which are published annually. 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 SEC.
Seasonality and Working Capital
The retail business in general is subject to seasonal influences, and our business is, to some extent, seasonal. Historically, we have realized the highest volume of sales during our second fiscal quarter (May, June, and July) and the lowest volume of sales during our fourth fiscal quarter (November, December, and January). Accordingly, our working capital requirements have historically been greater during our fourth fiscal quarter as we build inventory in anticipation of the spring selling season and as we experience lower fourth fiscal quarter sales volumes. We fund our working capital requirements primarily through cash flows generated from operations, but also with short-term borrowings, as needed. For more detailed information, see the Financial Condition, Liquidity and Capital Resources section in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.
Intellectual Property
The name “Lowe’s” is a registered service mark of one of our wholly-owned subsidiaries. We consider this mark and logo and the accompanying name recognition to be valuable to our business. This subsidiary and other wholly-owned subsidiaries ownand maintain various additional registered and unregistered trademarks, service marks and trade names, and service marks, including but not limited to retail names “RONA” and “Reno Depot”, and private brand product names “Kobalt”, “STAINMASTER” and “allen+roth”. These subsidiaries also maintain various Internet domain names that are important to our business, and we also own registered and unregistered copyrights. In addition, we maintain patent portfolios related to some of our products and services and seek to patent or otherwise protect certain innovations that we incorporate into our products, services, or business operations.
Government Regulation
We are subject to a wide array of federal, state, and local laws and regulations. We do not currently expect compliance with these laws and regulations to have a material effect on our capital expenditures, results of operations, and competitive position as compared to prior periods.
Sustainability
Lowe’s hasWe have a proud history of managing our business responsibly and serving our associates and communities. We believecontinue to integrate sustainability topics and issues into our commitment to sustainability,business, including our focusfocusing on product sustainability, our associates and communities, and reducing the environmental footprint of our operations, which we believe will help drive long-term shareholder value. 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 the Company’s sustainability strategies and initiatives and reviewing the Company’s position on significant environmental and social issues to the sustainability committee of the Board of Directors. In fiscal 2020,2021, for the secondthird consecutive year, Lowe’s was included in the Dow Jones Sustainability North America Index based on our environmental, social, and governance practices.
Reducing our Environmental Footprint
We are committed to mitigating climate change by reducing the environmental impact of our operations and supply chain through reducing carbon emissions with investments in energy efficiency, use of renewable energy, environmentally friendly transportation practices, and innovative water and waste management systems.
Greenhouse Gas Emissions
By the end of 2022, we plan to announce a science based net-zero target. The new target will include near and long-term greenhouse gas (GHG) emissions reduction goals for our full value chain. In addition to reducing GHG emissions from our operations, the new target will also include reduction efforts for our supply chain and the products we sell. We are committed to reducing our operational environmental footprint and have made significant investments in our facilities. Over the past three years, we have spent more than $550 million across multiple projects including indoor LED upgrades, replacing stores’ aging HVAC units with high efficiency models, installing and updating building management systems, and installing pallet grinders.
We are a member of the Renewable Energy Buyers Alliance to evaluate and explore new opportunities and technologies across renewable energy markets. Our renewable energy generation expanded in 2020 when 100 megawatts of wind energy became operational in central Texas through a power purchase agreement, and we have established a pipeline of other offsite renewable projects becoming operational over several years. In addition, we are in the process of evaluating on-site solar generation and battery storage options in multiple states.
We are dedicated to promoting sustainable practices in the transportation industry, and we collaborate with the Environmental Protection Agency’s (EPA) SmartWay program to reduce transportation emissions by managing and reducing fuel usage by creating incentives for freight contractors to improve efficiency. We are an EPA SmartWay program partner and aim for 100% SmartWay certification for our transportation providers; in the future this will be a program requirement for all transportation providers along with annual recertification. This program provides access to comprehensive data and oversight of Scope 3 emissions associated with our U.S. transportation footprint.
Waste
We partner with suppliers to improve recycling and waste diversion, develop regional management processes, measure waste streams and conduct waste audits. At a local level, store waste, including cardboard, broken appliances, wood pallets, and more, are recycled through national and regional partners, and we provide in-store recycling and reuse centers for our customers to bring in plastic planter pots, compact fluorescent lamp bulbs, plastic bags, and rechargeable batteries. In fiscal 2021, we joined the How2Recycle partnership in an effort to educate customers and increase the likelihood of proper recycling of our product packaging. As technology and innovative practices improve, we will continue to explore opportunities to participate in the circular economy.
Water
While our water consumption is modest compared with other industries, we continue to focus on reducing water consumption within our operations. We use smart irrigation controllers for efficient watering at the majority of stores in the United States and have been exploring other water-efficient technologies to increase water savings in our stores and garden centers. Additionally, we utilize leak detection technology to catch leaks as they occur to prevent unnecessary water use. We also have protocols in place to manage the disposal of chemicals to prevent release into waterways of the communities we serve.
Product Sustainability
Lowe’s is
We are committed to promoting sustainable practices throughout our supply chain and providing customers with high quality and safe products. Our products undergo a thorough selection process, beginning with our sourcing decisions. Through collaboration and established management systems, we monitor our suppliers’ practices to secure high-quality products from suppliers who support worker rights and protect the environment. In fiscal 2019, we published aLowe’s human rights policy, and a revised conflict minerals policyupdated in fiscal 2021 to reflect our stance on modern slavery, supports the fundamental principles of Human Rights, as defined by the “Universal Declaration of Human Rights.” We continue to hold all suppliers to our rigorous standards. In fiscal 2020, we also updatedstandards through our human rights policy, our conflict minerals policy, and our Vendor Code of Conduct withwhich includes enhanced environmental standards for all suppliers. In addition, Lowe’s upholdswe have a wood sourcing policy that providesspecifies that all wood products sold in our stores originate from well-managed, non-endangered forests.
Weour commitment to reducing the environmental impact of our products, we continue to expandincrease our product portfolio with more environmentally friendlyoffering of independently certified products that provide healthhave validated environmental claims, reduce the usage of natural resources, and environmental benefits to oursave customers energy and communities.water consumption. We continue to work with local and regional utilities to offer customers assorted rebates for a variety of environmentally efficient products including ENERGY STAR® STAR® and WaterSense®WaterSense®.
Reducing our Environmental Footprint
Lowe’s is committed to reducing our environmental impact through investments in energy efficiency, renewable energy, environmentally friendly transportation practices, and innovative water and waste management systems. In fiscal 2020, approximately 500 retail locations upgraded to interior light-emitting diode (LED) lighting. We also replaced 100 stores’ aging HVAC units with high-efficiency models. Our renewable energy portfolio expanded in 2020 when 100 megawatts of wind energy became operational in central Texas, which will produce the equivalent amount of energy to power all 144 Lowe’s stores in Texas.
We are dedicated to promoting sustainable practices in the transportation industry, and we collaborate with the Environmental Protection Agency’s SmartWay program to reduce transportation emissions by managing and reducing fuel usage by creating incentives for freight contractors to improve efficiency and are proud to be the first retailer to achieve the Environmental Protection Agency’s SmartWay Excellence Award ten years in a row.Sustainability Reporting
Lowe’s participates in the Carbon Disclosure Project’s (CDP)CDP’s climate, forestry, and water security questionnaires to benchmark and quantify our environmental practices, in an effort to be transparent inprovide transparency on our progress, and assist in the reduction of our contributions to climate change. In fiscal 2020,2021, Lowe’s externally verified its greenhouse gasScope 1 and Scope 2 GHG emissions and water usage data to validate our findings and increase confidence in our reporting. At a local level, store waste, including cardboard, broken appliances, wood pallets,Additionally, we continued to align our sustainability reporting with the Sustainable Accounting Standards Board (SASB), the Global Reporting Initiative (GRI), and more, are recycled through nationalthe UN Sustainable Development Goals (SDGs). Lowe’s published its first Task Force on Climate-related Financial Disclosures (TCFD) report in fiscal 2021 to assess our climate-related risks and regional partners,opportunities and we provide in-store recycling centers forbetter understand the potential impacts on our customers to bring in plastic planter pots, compact fluorescent lamp bulbs, plastic bags, and rechargeable batteries.value chain.
For more information about Lowe’s sustainability efforts, please visit responsibility.lowes.com.
Investing in Our Communities
We understand the important role Lowe’s legacy has long included a deepplays in providing products, services, and support to communities in need. As part of our goal to invest $350 million by 2025 in local communities, in 2021 we provided more than $100 million to these efforts, reinforcing our commitment to safe, affordable housing, investing in skilled trades education, and focusing on our unwavering support of rebuilding communities in the communities where we live and work. In 2020, the global pandemic forced everyone to live and work differently, but we remained committed to supporting the well-beingwake of our associates, customers, and communities, including healthcare providers and first responders.natural disasters.
While adapting our own businessLowe’s celebrated its centennial in 2021 by giving back through a new initiative, 100 Hometowns. We launched the nationwide program to the challenges associated with the COVID-19 pandemic, we witnessed our nonprofit partners’ needs growing rapidly as well. At a time when too many individuals already struggle to have a safe and healthy place to live, small businesses faced unprecedented challenges, especially across minority and rural communities. Determinedcomplete 100 impact projects to help make a differencecommunities rebuild from natural disasters, repair critical housing, restore community centers, revive green spaces, and putting action behind our words of commitment to our communities, Lowe’s contributed $109more. In total, more than 1.3 million in pandemic relief to support our communities, including grants to support minority-owned and rural small businesses.people benefited from 100 Hometowns.
Lowe's established a small business grant programDuring the year, Lowe’s led or partnered on initiatives to build, repair, modify, and renovate individual homes and housing facilities that benefit families, front-line workers, veterans, seniors and communities in partnershipneed. As an NFL partner, we worked with Local Initiatives Support Corporation (LISC). Throughout 2020, the program provided grantsleading national nonprofit organization Rebuilding Together in thirteen NFL team markets to fund and complete critical housing repairs for single-family homes owned by front-line workers impacted by COVID-19. In support of upthe military and veterans community, we partnered with Building Homes for Heroes to $20,000 to rural, minority-owned,fund and women-owned small business owners to help meet their most immediate needs. For many, that meant being able to pay rent and utilities, meet payroll, pay outstanding debt to vendors, upgrade technology infrastructure, and support other immediate operational costs.complete the construction or modification of eleven mortgage-free homes for U.S. veterans who were injured while serving in the military.
As areas of the COVID-19 global pandemic persistedU.S. recovered from various natural disasters throughout 2020,the year, Lowe’s took seriously our responsibilityhelped meet essential needs in impacted communities and supported relief efforts with the American Red Cross and Good360, a nonprofit leader in product philanthropy. Store associates supported customers by handing out free, critically-needed supplies, providing mobile laundry and shower trailers, volunteering to provide essential productswork at stores most impacted by the storms, and services to our customers, government officials, and first responders. In addition to donating essential personal protective equipment (PPE) and productsdeploying the new Lowe’s Tool Rental Disaster Response Trailer to help keep medical professionals on the front lines safepeople get safely back into their homes and healthy, we also empowered all Lowe’s stores to donate masksget their local businesses up and respirators to local small businesses to help them remain open or reopen under challenging circumstances.running.
Despite the challenges of the pandemic, we haveLowe’s also continued efforts to focus our philanthropy by investing in safe, affordable housing initiatives and workforce development programs that addresshelp close the skilled trades gap. Lowe’s also supports veteran-related initiatives within these two focus areasgap in the U.S. with Generation T, a digital-first movement aimed at changing the way people see, learn and continuesfeel about the skilled trades. Through various partnerships, we offered educational workshops, immersive experiences, and networking opportunities to assist customers, associatesstudents, transitioning military service members and communities before, during, and after natural disasters by partnering with disaster response and relief organizations.their spouses.
In addition, we are proud to report that in 2020, every Lowe’s store2021, our associates across the U.S. and Canada contributed nearly 196,000 volunteer hours in the United Statescommunities where they live and Canada was ablework. A major contributor to contribute to their communitiesthis goal is the work done through the Lowe’s Heroes, program. Lowe's is also dedicateda company-wide effort where we provide funding for each U.S. and Canadian store to helping ouridentify a project in their hometown that associates in times of need. Ourcan support through volunteering. The Lowe’s Employee Relief Fund, made possible through associate donations and company matching, supports associates in times of significant, unforeseen financial hardship. In 2020,2021, Lowe’s Employee Relief Fund distributed almost $3more than $4 million, helping 2,5003,130 associates in need.
For more information on Lowe’s partnerships and latest community improvement projects, visit responsibility.lowes.com.
Available Information
Our Annual Report, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge through our internetInternet website at ir.lowes.com, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). The SEC maintains an Internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Item 1A - Risk Factors
We describe below certain risks that could adversely affect our results of operations, financial condition, business reputation or business prospects. These risk factors may change from time to time and may be amended, supplemented or superseded by updates to the risk factors contained in our future periodic reports on Form 10-K, Form 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 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 7 and our consolidated financial statements and related notes in Item 8. There also may be other factors that we cannot anticipate or that are not described in this Annual Report generally because we do not currently perceive
them to be material. Those factors could cause results to differ materially from our expectations. In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as the other information contained in this report and our other filings with the SEC.
Strategic, Competitive, Operational, and Reputational Risks
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 customers, or realize the intended benefits of organizational changestrategic initiatives.
The home improvement retail environment, like the retail environment generally, is rapidly evolving, and adapting our business concept to respond to our customers’ changing shopping habits and demands and their changing demographics is critical to our future success. 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 offerings. Customers’ expectations about how they wish to research, purchase, and receive products and services have also evolved. It is difficult to predict the mix of products and services that our customers will demand. As customers begin to expect a more personalized experience, our ability to offer more localized assortments of our merchandise to appeal to local cultural and demographic tastes within each customer group is important to our ability to effectively meet customer expectations. If we do not successfully differentiate the shopping experience to meet the individual needs and expectations of or within a customer group, we may lose market share with respect to those customers.
Further, 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 relevant shopping experience our customers expect. We must also maintain a safe store environment for our customers and associates, as well as to protect against loss or theft of our inventory (known as “shrink”). Higher rates of shrink, which we have experienced from time to time, can require operational changes that may increase costs.
Failure to identify such trends, adapt our business concept, implement an increasingly localized merchandising assortment, improve and maintain oursafe stores, and implement change, growth, productivity and productivityother 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 benefits of our strategic initiatives focused on omni-channelomnichannel sales and marketing presence if we fail to deliver the capabilities required to execute on them.
Our interactions with customers have evolved into an omni-channelomnichannel experience as they increasingly are using computers, tablets, mobile phones, and other electronic devices to shop in our stores and online and provide feedback and public commentary about all aspects of our business. Omni-channelOmnichannel retail is quickly evolving, and we must anticipate and meet our customers’ expectations and counteract new developments and technology investments by our competitors. Our customer-facing technology systems must appeal to our customers, function as designed and provide a consistent customer experience. We also need to collect, use and share relevant customer data to effectively meet customer expectations of a more personalized experience. 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 third party policies restricting data collection, use, and sharing.
The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us to and will continue to require us to deliver large, complex programs requiring integrated planning, initiative prioritization, and program sequencing. These initiatives have required and will continue to require new competencies in many positions, and our management, employees and contractors have had to and will need to continue to adapt and learn new skills and capabilities. To the extent they are unable or unwilling to make these 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 written down or written off. In addition, to support our strategic initiatives and the related technology investments needed to implement our strategic investments, we must attract and retain a large number of skilled professionals, including technology professionals. The market for these professionals is increasingly competitive. Our results of operations, financial condition, or business prospects could also be adversely affected if we fail to provide a consistent experience for our customers, regardless of sales channel, if our technology systems do not meet our customers’ expectations, if we are unable to counteract new developments and innovations implemented by our competitors or if we are unable to attract, retain and manage the talent succession of additional personnel at various levels of the Company who have the skills and capabilities we need to implement our strategic initiatives and drive the changes that are essential to successfully adapting our business concept in the rapidly changing retail environment.
We have many competitors who could take sales and market share from us if we fail to execute our merchandising, marketing and distribution strategies effectively, or if they develop a substantially more effective or lower cost means of meeting customer needs, resulting in a negative impact on our business and results of operations.
We operate in a highly competitive market for home improvement products and services and have numerous large and small, direct and indirect competitors. The principal competitive factors in our industry include convenience, customer service and experience, quality and price of merchandise and services, in-stock levels, and merchandise assortment and presentation. We face growing competition from online and omni-channelomnichannel retailers who have a similar product or service offering. Customers are increasingly able to quickly comparison shop and determine real-time product availability and price using digital tools. Further, online and omni-channelomnichannel retailers continue to focus on delivery services, as customers are increasingly seeking faster, guaranteed delivery times, including same-day and next-day fulfillment, low-price or free shipping, and convenient pick-up options, including curbside pick-up, in-store pick-up, and buy online pick-up in-store (BOPIS) 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.transformation, including our market-based delivery model. Our failure to respond effectively to competitive pressures and changes in the markets for home improvement products and services could affect our financial performance. Moreover, changes in the promotional pricing and other practices of our competitors, including the effects of competitor liquidation activities, may impact our results.
If we fail to hire, train, manage, and retain qualified sales associates and specialists with expanded skill sets or corporate support staff with the capabilities of delivering on strategic objectives, we could lose sales to our competitors, and our labor costs, resulting from operations or the execution of corporate strategies, could be negatively affected.
Our customers, whether they are homeowners, renters or commercial businesses, expect our sales associates and specialists 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 sales associates, and specialists,we are experiencing an unusually competitive labor market. Wages are increasing across the United States, and we invest significantlycompetitors are offering higher compensation than before, due to labor market conditions. Many associates are in thementry-level or part-time roles with respecthistorically high turnover rates, which has led to increased training and development to strive for high engagement.retention costs, particularly in a competitive labor market. Increasingly, our sales associates and specialists must have expanded skill sets, including, in some instances, the ability to do in-home or telephone sales. We may be unableneed to attract and retain a sufficiently 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 omni-channelomnichannel expectations of our customers, we rely on the specialized training and capabilities of corporate support staff, which are broadly sought after by our competitors. Further, our ability to successfully execute organizational changes, including management transitions within the Company's senior leadership are critical to our business success. If we are unable to hire, train, manage, and retain qualified sales associates and specialists, the quality of service we provide to our customers may decrease and our results of operations could be negatively affected.
Furthermore, our ability to meet our labor needs, particularly in a competitive labor market, while controlling our costs is subject to a variety of external factors, including prevailing wage rates, the availability of and competition for talent, health care and other benefit costs, our brand image and reputation, changing demographics and the adoption of new or revised legislation or regulations governing immigration, employment, labor relations, minimum wage, and health care benefits. Periodically, we are subject to labor organizing efforts, and if we become subject to collective bargaining agreements in the future, it could adversely affect how we operate our business and adversely affect our labor costscosts. In addition to our United States and Canada operations, we have support offices in India and China, and any extended disruption of our abilityoperations in our different locations, whether due to retain a qualified workforce.labor difficulties or otherwise, could adversely affect our business and results of operations.
Positively and effectively managing our public image and reputation is critical to our business success, and, if our public image and reputation are damaged, it could negatively impact our relationships with our customers, vendors, and store associates and specialists and, consequently, our business and results of operations.
Our public image and reputation are critical to ensuring that our customers shop at Lowe’s, our vendors want to do business with Lowe’s, and our sales associates and specialists want to work for Lowe’s. We must continue to manage, preserve and grow Lowe’s public image and reputation. Lowe’s actual or perceived position or lack of position on social, environmental, political, public policy, or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation. In addition, failure to meet our stated environmental and social goals, and consumer and investor concerns about our environmental and social practices are potential sources of reputational risk. In addition, vendors and others with whom we do business may affect our reputation. Any negative incident can erode trust and confidence quickly, and adverse publicity about us could damage our reputation and brand image, undermine our customers’ confidence, reduce demand for our products and services, affect our relationships with current and future vendors, impact our results of operations, and affect our ability to recruit, retain, and recruit storeengage our associates, and specialists.attract regulatory scrutiny. The significant expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by such negative incidents.
Additionally, our proprietary rights in our trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets, and other intellectual property rights are valuable assets of our business. We may not be able to prevent or even
discover every instance of unauthorized 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. If we are unable to successfully protect our intellectual property rights, our business could be adversely affected.
Failure to achieve and maintain a high level of product and service quality could damage our image with customers, expose us to litigation and negatively impact our sales, profitability, cash flows, and financial condition.
Product and service quality issues could result in a negative impact on customer confidence in Lowe’s and our brand image. If our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding safety or quality, we could experience lost sales and increased costs and be exposed to legal, financial and reputational risks. Actual, potential or perceived product safety concerns could expose us to litigation, as well as government enforcement action, and result in costly product recalls and other liabilities. As a result, Lowe’s reputation as a retailer of high-quality products and services, including both national and Lowe’s private brands, could suffer and impact customer loyalty. Additionally, we and our customers have expectations on responsible sourcing. Under our Vendor Code of Conduct, our vendors are required to meet our expectations across multiple areas of compliance, including health and safety, environmental standards, compensation, hours of work, and prohibitions on child and forced labor. If we need to seek alternative sources of supply from vendors with whom we have less familiarity, the risk of our standards not being met may increase.
Supply Chain and Third-Party Risks
IfDisruptions in our domestic or international supply chain orand our fulfillment network for our products is ineffective or disrupted for any reason,due to factors, including the COVID-19 pandemic, or if these operations are subject to trade policy changes, orand additional tariffs, have and continue to affect our results of operations could be adversely affected.operations.
Circumstances surrounding and related to the COVID-19 pandemic have created unprecedented impacts on the global supply chain. We source, 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. Impacts related to the COVID-19 pandemic are placing strains on the domestic and international supply chain that mayhave negatively affectaffected the flow orand availability of our products. This can resultand has resulted in higher out-of-stock inventory positions due to difficulties in timely obtaining products from the manufacturers and suppliers of our products as well asproducts. In addition, the costs of transportation of those products to our distribution centers and stores have increased while availability of transportation has decreased, which could negatively affect our business and financial results. Even if we are able to find alternate sources for such products, they may cost more, which could adversely impact our profitability and financial condition.
We source a large number of our products from foreign manufacturers, with China being the dominant import source. The changes in certain taxTax and trade policies, tariffs, and other regulations affecting trade between the U.S. and other countries, especially China, enacted under the prior U.S. administrationin recent years increased the cost of our merchandise sourced from outside of the U.S., which represents a large percentage of our overall merchandise. It remains unclear how tax or trade policies, tariffs, or trade relations may change underevolve in the new U.S. administration,future, which could adversely affect our business, results of operations, effective income tax rate, liquidity, and net income. In addition, other countries may change their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations already enacted or that may be enacted in the future. The degree of our exposure is dependent on, among other things, the type of goods, rates imposed, and timing of tariffs. The impact to our business, including net sales and gross margin, will be influenced in part by merchandising and pricing strategies in response to potential cost increases by us and our competitors. While these potential impacts are uncertain, they could have an adverse impact on our financial results.
Financial instability among key vendors, political instability and labor unrest in source countries or elsewhere in our supply chain, changes in the total costs in our supply chain (fuel, labor(including fuel and currency exchange rates), labor costs or labor shortages among our vendors, port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, armed conflicts, work stoppages, shipping capacity restraints, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, fluctuations in currency exchange rates and transport availability, capacity, and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs. In recent years, U.S. ports have been impacted by capacity constraints, port congestion and delays, periodic labor disputes, security issues, weather-related events, and natural disasters, which have been further exacerbated by the COVID-19 pandemic. Additionally, as we add fulfillment capabilities or pursue strategies with different fulfillment requirements, our fulfillment network becomes increasingly complex and operating it becomes more challenging. If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we could experience delays in inventory, increased delivery costs or merchandise out-of-stocks that could lead to lost sales and decreased customer confidence, and adversely affect our results of operations.
Our inability to effectively and efficiently manage and maintain our relationships with selected suppliers of brand name products could negatively impact our business operations and financial results.
We form strategic relationships with selected suppliers to market and develop products under a variety of recognized and respected national and international brand names. We also have relationships with certain suppliers to enable us to sell proprietary products which differentiate us from other retailers. The inability to effectively and efficiently manage and maintain our relationships with these suppliers could negatively impact our business operations and financial results.
Failure of a key vendor or service provider that we cannot quickly replace could disrupt our operations and negatively impact our business, financial condition and results of operations.
We rely upon a number of vendors as the sole or primary source of some of the products we sell. We also rely upon many independent service providers for technology solutions and other services that are important to many aspects of our business. Many of these vendors and service providers have certain products or specialized skills needed to support our business concept and our strategies. If these vendors or service providers discontinue operations or are unable to perform as expected or if we fail to manage them properly or we are unable to replace them quickly, our business could be adversely affected, at least temporarily, until we are able to replace them.
Failures relating to our third-party installer program or by our third-party installers could result in increased operational and legal risks and negatively impact our business, financial condition and results of operations.
We contract with third-party installers to provide installation services to our customers, and, as the general contractor, we are subject to regulatory requirements and risks applicable to general contractors, including certain licensing and permitting requirements, and those relating to the quality and performance of our third-party installers. Our or our third-party installers’ failures to effectively manage such requirements and internal processes regarding installation services could result in lost sales, fines and lawsuits, as well as damage to our reputation, and may result in the loss of our general contractor licenses, which could negatively affect our business.
Technology and Cybersecurity Risks
Our financial performance could be adversely affected if our management information systems or the information systems of third-party vendors are seriously disrupted or we fail to properly maintain, improve, upgrade and expand those systems.
Our efforts to provide an omni-channelomnichannel experience for our customers include investing in, maintaining and making ongoing improvements of our existing management information systems that support operations, such as sales, inventory replenishment, merchandise ordering, project design and execution, transportation, receipt processing and fulfillment. We also engage third-party vendors for a variety of reasons, including for digital storage technology and content delivery. Such vendors may have access to information about our customers, associates, or vendors. Our systems and the systems of third-party vendors are subject to damage or interruption as a result of catastrophic events, power outages, viruses, malicious attacks and telecommunications failures, or other vulnerabilities and irregularities, and as a result we may incur significant expense, data loss, as well as, an erosion of customer confidence. Additionally, we continually make investments in our systems which may introduce disruption. Our financial performance could be adversely affected if our management information systems are seriously disrupted or we fail to properly maintain, improve, upgrade and expand those systems.
As customer-facing technology systems become an increasingly important part of our omni-channelomnichannel sales and marketing strategy, the failure of those systems to perform effectively and reliably could keep us from delivering positive customer experiences.
Access to the Internet from computers, tablets, smart phones and other mobile communication devices has empowered our customers and changed the way they shop and how we interact with them. Our websites, including Lowes.com, and Lowesforpros.com, are a sales channel for our products, and are also a method of making product, project and other relevant information available to our customers that impacts our in-store sales. Additionally, we have multiple affiliated websites and mobile apps through which we seek to inspire, inform, cross-sell, establish online communities among, and otherwise interact with our customers.customers, including through online visualization and configuration tools. Performance issues with these customer-facing technology systems, including temporary outages caused by distributed denial of service, ransomware, or other cyber-attacks, or a complete failure of one or more of them without a disaster recovery plan that can be quickly implemented, could quickly destroy the positive benefits they provide to our home improvement business and negatively affect our customers’ perceptions of Lowe’s as a reliable online vendor and source of information about home improvement products and services.
Our business and our reputation could be adversely affected by cybersecurity incidents and the failure to protect customer, employee, vendor, or Company information or to comply with evolving regulations relating to our obligation to protect our systems, assets and such information.
Cyber attacks and tactics designed to gain access to and exploit sensitive information by breaching mission critical systems of large organizations are constantly evolving, and high profile security breaches leading to unauthorized release of sensitive customer information have occurred in recent years with increasing frequency at a number of major U.S. companies, including several large retailers, despite widespread recognition of the cyber-attack threat and improved data protection methods. As with many other retailers, we collect, process, transmit, store, and storedelete certain personal information about our customers, employees and vendors, as well as confidential, sensitive, proprietary and business, personal and payment card information. Additionally, we use third-party service providers for certain services, such as authentication, content delivery, back-office support, fraud prevention, order and service fulfillment, supply chain management, customer service, workforce management, and other functions, and we provide such third-party service providers with personal and other confidential information necessary for the services concerned. Despite our continued vigilance and investment in information security, we, like others in our industry,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. Certain of our third-party vendors have been subject to disruptions due to ransomware and we orother cyber attacks. We and our third-party service providers cannot
guarantee that we or they aremay not be able to adequately anticipate or prevent a future breach in our or their systems that results in the unauthorized access to, destruction, misuse, or release of personal information or other sensitive data. It can be difficult to preempt or detect ever-evolving forms of cyber-attacks. If aA ransomware attack occurs, it is possible that we could be preventedprevent us or our third-party service providers from accessing our own data.data or systems that support Lowe’s operations. Our information security or our service providers’ information security may also be compromised because of human errors, including by employees, or system errors. Our systems and our service providers’ systems are additionally vulnerable to a number of other causes, such as critical infrastructure outages, computer viruses, technology system failures, catastrophic events or cyber-attacks, including the use of malicious codes, worms, phishing, and ransomware. In the event that our systems are breached or damaged for any reason, we may also suffer loss or unavailability of data and interruptions to our business operations while such breach or damage is being remedied. Should these events occur, the unauthorized disclosure, loss or unavailability of data and disruption to our business may have a material adverse effect on our reputation, drive existing and potential customers away and lead to financial losses from remedial actions, or potential liability, including possible litigation and punitive damages. A security breach resulting in the unauthorized release of data from our information systems or our third-party service providers’ information systems could also materially increase the costs we already incur to protect against such risks and require dedication of substantial resources to manage the aftermath of such a breach.
Data privacy and cybersecurity laws in the United States and internationally are constantly changing, and the implementation of these laws has become more complex.
In the United States alone, we may be subject to regulation at both the federal and state level. ForFor example, the California Consumer Privacy Act of 2018 and its subsequent amendment grants California consumers certain rights over their personal information and imposes stringent requirements on the collection, use and sharing of “personal information” of California consumers. Other U.S. states are proposing or have adopted similar laws related to the protection of personal information, including the Virginia Consumer Data Protection Act and the Colorado Privacy Act, both of which will go into effect in 2023, and the U.S. federal government is also considering federal privacy legislation. In order to maintain our compliance with such laws as they come to fruition, we may sustain increased costs in order to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us. As the regulatory environment relating to retailers’ and other companies’ obligation to protect personal information becomes stricter, a material failure on our part to comply with applicable regulations could subject us to fines, other regulatory sanctions or government investigation, and potentially to lawsuits brought by private individuals, regulators or states’ attorney general. Such violation or perceived violation of privacy, including improper collection, use of sharing of personal information, or failure to sufficiently disclose privacy practice, can adversely affect the trust that customers, employees, and business partners have in us related to their personal information.
We are subject to payments-related risks that could increase our operating costs, expose us to fraud, subject us to potential liability and potentially disrupt our business.
We accept payments using a variety of methods, including credit cards, debit cards, credit accounts, our private label and co-branded credit cards, PayPal, trade credit, gift cards, cash, consumer invoicing and physical bank checks, and we may offer different payment options over time. These payment options subject us to many compliance requirements, including, but not limited to, compliance with payment card association operating rules, including data security rules, certification requirements, rules governing electronic funds transfers and Payment Card Industry Data Security Standards. They also subject us to potential fraud by criminal elements seeking to discover and take advantage of security vulnerabilities that may exist in some of these payment systems. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, electronic checks, gift cards and promotional financing, and it could disrupt our business if these companies become unwilling or unable to provide these services to us. 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 fees, and lose our ability to accept credit and debit card payments from our
customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected.
Investment-Related Risks
Our strategic transactions involve risks, and we may not realize the expected benefits because of numerous uncertainties and risks.
We regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, investments and other growth, market and geographic expansion strategies, with the expectation that these transactions will result in increases in sales, cost savings, synergies and other various benefits. Our ability to deliver the expected benefits from any strategic transaction is subject to numerous uncertainties and risks, including our ability to integrate personnel, labor models, financial, IT and other systems successfully; disruption of our ongoing business and distraction of management; hiring additional management and other critical personnel; and increasing the scope, geographic diversity and complexity of our operations. Effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Additionally, any impairment of goodwill or other assets acquired or divested in a strategic transaction or charges to earnings associated with any
strategic transaction, may materially reduce our earnings. Our shareholders may react unfavorably to our strategic transactions. We may not realize any anticipated benefits from such transactions, we may be exposed to additional liabilities of any acquired business or joint venture, and we may be exposed to litigation in connection with the strategic transaction. Further, we may finance these strategic transactions by incurring additional debt, which could increase leverage or impact our ability to access capital in the future.
Operating internationally presents unique challenges, including some that have required us to adapt our store operations, merchandising, marketing, and distribution functions to serve customers in Canada. Our business and results of operations could be negatively affected if we are unable to effectively address these challenges.
We operate stores in Canada. Expanding and operating internationally presents unique challenges that may increase the anticipated costs and risks of operation and expansion and slow the anticipated rate of expansion. Our future operating results in Canada or in other countries or regions in which we may operate in the future could be negatively affected by a variety of factors, including unfavorable political or economic factors, adverse tax consequences, volatility in foreign currency exchange rates, increased difficulty in enforcing intellectual property rights, costs and difficulties of managing international operations, challenges with identifying and contracting with local suppliers and other risks created as a result of differences in culture, laws and regulations. These factors could restrict our ability to operate our international businesses profitably and therefore have a negative impact on our results of operations and financial position. In addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and balances of our foreign operations are translated into U.S. dollars for financial reporting purposes.
Legal, Regulatory and Other External Risks
The COVID-19 pandemic has affected and is expected to continue to affect our business, results of operations and financial condition.
The effects of the COVID-19 pandemic are highly unpredictablehad a significant effect on us in 2020 and volatile, and have affected and are expected to continue to affect2021, 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. things. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread andcontinuing effects of the extent and durationpandemic, including the possible recurrence of measures to try to contain the virus, such as travel restrictions, quarantines, “shelter-in-place” orders, and various other restrictive measures.
At the onset of the pandemic, we implemented a number of measures to facilitate a safer store environment. In addition, we provided expanded associate benefitshave seen an increase in spending on home improvement products and projects during the pandemic, as customers have focused on their homes and have spent less on other items like travel and entertainment. As the pandemic begins to provide additional paid time off, special paymentssubside, customers may shift their spending away from home improvement and back to hourly associates, temporary wage increases and other benefits. These measuresareas, which may have increasedan adverse impact on our operating expenses. Additionally, in response to the uncertainties surrounding the COVID-19 pandemic, we took proactive steps to further enhance our liquidity position by temporarily suspending our share repurchase program, which was later reinstated; increasing the capacity of our revolving credit facilities and the associated commercial paper program; as well as issuing senior notes in March 2020.sales.
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:including among others:
•the duration and scope of the pandemic and associated disruptions, including whether there are additional “waves” or other continued periods of increases or spikes in the number of COVID-19 cases, future mutationsvariants or related strains of the virus in areas where we or our suppliers operate;
•the effects of current and future governmental and public responses to changing conditions;
•evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures;
•the financial condition and purchasing power of our customers;
•the ability of the third parties on which we rely, including our suppliers and other external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so which may be caused by their own financial or operational difficulties;
•unknown consequences on our business performance and strategic initiatives stemming from the substantial investment of time and other resources to the pandemic response;
•the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19;
•volatility in the credit and financial markets during and after the pandemic;
•the pace of recovery when the pandemic subsides; and
•the long-term impact of the pandemic on our business,evolving macroeconomic factors, including consumer behaviors.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.
Our sales are dependent upon the health and stability of the general economy. Adverse changes in economic factors specific to the home improvement industry may negatively impact the rate of growth of our total sales and comparable sales.
Many U.S. and global economic factors may adversely affect our financial performance. These include, but are not limited to, periods of slow economic growth or recession, home price appreciation or decreasing housing turnover, or home price appreciation, volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, high rates of unemployment,inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, consumer debt levels, changes in tax rates and policy, outbreak of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, armed conflicts, and acts of both domestic and international terrorism. Sales of many of our product categories and services are driven by the activity level of home improvement projects. Adverse development in these factors could result in a decrease in home improvement activity which could reduce demand for our products and services.
Our business could be affected by uncharacteristic or significant weather conditions, including natural disasters and changes in climate, as well as other catastrophic events, which could impact our operations.
Natural disasters, such as hurricanes and tropical storms, fires, floods, tornadoes, and earthquakes; unseasonable, or unexpected or extreme weather conditions, such as major or extended winter storms or droughts, whether as a result of climate change or otherwise; severe changes in climate; pandemics and public health concerns; acts of terrorism or violence, including active shooter situations; civil unrest; or similar disruptions and catastrophic events can affect consumer spending and confidence and consumers’ disposable income, particularly with respect to home improvement or construction projects, and could have an adverse effect on our financial performance. These types of events can also adversely affect our work force and prevent associates and customers from reaching our stores and other facilities. They can also disrupt or disable operations of stores, support centers, and portions of our supply chain and distribution network, including causing reductions in the availability of inventory and disruption of utility services. In addition, these events may affect our information systems, resulting in disruption to various aspects of our operations, including our ability to transact with customers and fulfill orders and to communicate with our stores. Unseasonable, unexpected or extreme weather conditions such as excessive precipitation, warm temperatures during the winter season, or prolonged or extreme periods of warm or cold temperatures, could render a portion of our inventory damaged or unsellable. As a consequence of these or other catastrophic or uncharacteristic events, we may experience interruption to our operations, increased costs, or losses of property, equipment or inventory, which would adversely affect our revenue and profitability.
Our business and operations are subject to risks related to the long-term effects of global climate change.
Our business and operations are subject to inherent climate-related risks. These include both physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technology changes), which are expected to be widespread and unpredictable. Climate change, extreme weather conditions, wildfires, droughts, and rising sea levels may impact the areas in which the Company’s operations and facilities are located, and they could also affect our ability to procure commodities at costs and in quantities we currently experience. Such events could result in an increase in our costs and expenses and harm our future revenue, cash flows and financial performance. Government regulations limiting carbon dioxide and other greenhouse gas emissions may increase compliance and merchandise costs, and other regulations affecting energy inputs could materially affect our profitability. In addition, we also use natural gas, diesel fuel, gasoline and electricity in our operations, all of which could face increased regulation as a result of climate change or other environmental concerns.
Our costs of doing business could increase as a result of changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations.
Our business is subject to a wide array of federal, state and local laws and regulations. In recent years, a number of new laws and regulations have been adopted, and there has been expanded enforcement of certain existing laws and regulations by federal, state and local agencies. These laws and regulations, and related interpretations and enforcement activity, may change
as a result of a variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage requirements, collective bargaining units, the classification of exempt and non-exempt employees, the distinction between employees and contractors, other wage, labor or workplace regulations, health care, data privacy and cybersecurity, the sale and pricing of some of our products;products, transportation, logistics, international trade, responsible sourcing, supply chain transparency, taxes, unclaimed property, sustainability, the environment and climate change, including energy costs and consumption, or environmental matters could increase our costs of doing business or impact our operations. In addition, if we fail to comply with other applicable laws and regulations, including the Foreign Corrupt Practices Act and local anti-bribery laws, we could be subject to reputation and legal risk, including government enforcement action and class action civil litigation, which could adversely affect our business, financial condition and results of operations.
Future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements, negatively affecting our business, financial condition and results of operations.
We are, and in the future will become, involved in lawsuits, including consumer, commercial, employment, tort and other litigation, regulatory inquiries, and governmental and other legal proceedings arising out of the ordinary course of our business. Some of these proceedings may raise difficult and complicated factual and legal issues and can be subject to uncertainties and complexities. The timing of the final resolutions to lawsuits, regulatory inquiries and governmental and other legal proceedings is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, either of which could require substantial payments. Furthermore, defending against these proceedings may require a diversion of management’s attention and resources. None of the legal proceedings in which we are currently involved, individually or collectively, are considered material.
The inflation or deflation of commodity prices could affect our prices, demand for our products and our sales.
Prices of certain commodity products, including lumber, copper, and other raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, tariffs and trade restrictions, and periodic delays in delivery. Rapid and significant changes in commodity prices, such as changes in lumber prices, affect the demand for our products and our sales.
Taxmatters could adversely affect our results of operations and financial conditions.
We may be affected by higher rates of federal, state, or local tax imposed as a result of political developments or economic conditions, which could affect our effective tax rate. Our effective tax rate and future tax liability could be adversely affected by regulatory and legal changes, the results of tax audits and examinations, and changes in accounting principles and interpretations relating to tax matters, all of which could negatively impact our business. In addition, changes in tax laws and regulations that impact our customers and counterparties or the economy generally may also impact our financial condition and results of operations.
Liquidity and access to capital rely on efficient, rational and open capital markets and are dependent on Lowe’s credit strength.Our inability to access capital markets could negatively affect our business, financial performance and results of operations.
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. Our access to these markets depends on our strong credit ratings, the overall condition of debt capital markets and our operating performance. Disruption in the financial markets or an erosion of our credit strength or declines on our credit rating could impact negatively our ability to meet capital requirements or fund working capital needs.
Item 1B - Unresolved Staff Comments
None.
Item 2 - Properties
At January 29, 2021,28, 2022, our properties consisted of 1,9741,971 stores in the U.S.United States and Canada with a total of approximately 208 million square feet of selling space. Of the total stores operating at January 29, 2021,28, 2022, approximately 84% are owned, which includes stores on leased land, with the remainder being leased from third parties. We also operate regional distribution centers and other facilities to support distribution and fulfillment, as well as data centers and various support offices. Our executive offices are located in Mooresville, North Carolina.
Item 3 - Legal Proceedings
The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, 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 Company does not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on its results of operations, financial position, or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.
Item 4 - Mine Safety Disclosures
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Set forth below is a list of names and ages of the executive officers of the registrant indicating all positions and offices with the registrant held by each such person and each person’s principal occupations or employment during the past five years unless otherwise noted. Each executive officer of the registrant is elected by the board of directors. Each executive officer of the registrant holds office from the date of election until a successor is elected or until his or her death, resignation or removal.
| | | | | | | | | | | | | | |
| Name | | Age | | Title |
| Marvin R. Ellison | | 5657 | | Chairman, President and Chief Executive Officer since May 2021; President and Chief Executive Officer, July 2018;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 | | 5859 | | Executive Vice President, Merchandising since August 2018; President and CEO, Chervon North America (a global power tool supplier), 2015 – 2018; President and owner of The Boltz Group, LLC (a retail consulting firm), 2013 – 2015; Senior Vice President, Merchandising, The Home Depot, Inc. (a home improvement retailer), 2006 – 2012. |
| | | | |
| David M. Denton | | 5556 | | Executive Vice President, and Chief Financial Officer since November 2018; Executive Vice President and Chief Financial Officer, CVS Health Corporation (a pharmacy innovationdiversified health solutions company), 2010 – November 2018. |
| | | | |
| Janice Dupré | | 5657 | | 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, McKesson Corporation (a healthcare company), June 2015 – October 2017. |
| | | | |
| Donald E. Frieson | | 6263 | | Executive Vice President, Supply Chain since August 2018; Executive Vice President, Operations, Sam’s Club (a general merchandise retailer), 2014 – 2017; Senior Vice President, Replenishment, Planning and Real Estate, Sam’s Club, 2012 – 2014. |
| | | | |
| Seemantini Godbole | | 5152 | | Executive Vice President, Chief Information Officer since November 2018; Senior Vice President, TechnologyDigital and Digital,Marketing Technology, Target Corporation (a department store retailer), January 2017 – November 2018; Vice President, TechnologyDigital and Digital,Marketing Technology, Target Corporation, 2013 – December 2016. |
| | | | |
Dan C. Griggs, Jr. | | 43 | | Senior Vice President, Tax and Chief Accounting Officer since February 2021; Vice President, Chief Accounting Officer, October 2020 – February 2021; Vice President, Corporate Controller, May 2019 – October 2020; Vice President Corporate Controller, CommScope Inc. (a global network infrastructure provider), March 2019 – May 2019; Technical Accounting Director, CommScope Inc., October 2015 – March 2019. |
| | | | |
| Ross W. McCanless | | 6364 | | Executive Vice President, General Counsel and Corporate Secretary since 2017;2018; Chief Legal Officer, Secretary and Chief Compliance Officer, 2016 – 2017;2018; General Counsel, Secretary and Chief Compliance Officer, 2015 – 2016; Chief Legal Officer, Extended Stay America, Inc. (a hotel operating company) and ESH Hospitality, Inc. (a hotel real estate investment company), 2013 – 2014. |
| | | | |
| Joseph M. McFarland III | | 5152 | | Executive Vice President, Stores since August 2018; Executive Vice President and Chief Customer Officer, J.C. Penney Company, Inc. (a department store retailer), March 2018 – August 2018; Executive Vice President, Stores, J.C. Penney Company, Inc., 2016 – March 2018; Divisional President, The Home Depot, Inc. (a home improvement retailer), 2007 – 2015. |
| | | | |
| Marisa F. Thalberg | | 5152 | | Executive Vice President, Chief Brand and Marketing Officer since February 2020; Global Chief Brand Officer, Taco Bell Corporation (a fast-food company), January 2018 – February 2020; Chief Marketing Officer, Taco Bell Corporation, January 2016 – January 2018; Chief Brand Engagement Officer, Taco Bell Corporation, May 2015 – January 2016; Vice President, Corporate Digital and Content Marketing Worldwide, The Estée Lauder Companies (a beauty products company), 2007 – May 2015. |
Part II
Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Lowe’s common stock is traded on the New York Stock Exchange (NYSE). The ticker symbol for Lowe’s is “LOW”. As of March 19, 2021,17, 2022, there were 21,65721,284 holders of record of Lowe’s common stock.
Total Return to Shareholders
The following information in Item 5 of this Annual Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.
The following table and graph compare the total returns (assuming reinvestment of dividends) of the Company’s common stock, the S&P 500 Index (S&P 500) and the S&P Retailing Industry Group Index (S&P Retail Index). The graph assumes $100 invested on January 29, 2016February 3, 2017 in the Company’s common stock and each of the indices.
| | | 1/29/2016 | | 2/3/2017 | | 2/2/2018 | | 2/1/2019 | | 1/31/2020 | | 1/29/2021 | | 2/3/2017 | | 2/2/2018 | | 2/1/2019 | | 1/31/2020 | | 1/29/2021 | | 1/28/2022 |
| Lowe’s | Lowe’s | $ | 100.00 | | | $ | 102.27 | | | $ | 141.64 | | | $ | 135.51 | | | $ | 162.21 | | | $ | 232.84 | | Lowe’s | $ | 100.00 | | | $ | 141.08 | | | $ | 137.68 | | | $ | 167.96 | | | $ | 245.12 | | | $ | 350.10 | |
| S&P 500 | S&P 500 | 100.00 | | | 121.06 | | | 148.46 | | | 148.38 | | | 180.37 | | | 211.48 | | S&P 500 | 100.00 | | | 122.62 | | | 122.55 | | | 148.95 | | | 174.62 | | | 211.27 | |
| S&P Retail Index | S&P Retail Index | $ | 100.00 | | | $ | 116.33 | | | $ | 164.08 | | | $ | 176.14 | | | $ | 210.51 | | | $ | 295.76 | | S&P Retail Index | $ | 100.00 | | | $ | 142.48 | | | $ | 154.19 | | | $ | 185.97 | | | $ | 262.93 | | | $ | 278.43 | |
Issuer Purchases of Equity Securities
The following table sets forth information with respect to purchases of the Company’s common stock made during the fourth quarter of fiscal 2020:2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Number of Shares Purchased 1 | | Average Price
Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2 |
| October 31, 2020 - November 27, 2020 | 19,438,168 | | | $ | 160.59 | | | 19,437,809 | | | $ | 4,717,617,201 | |
| November 28, 2020 - January 1, 2021 | 2,086 | | | 162.37 | | | — | | | 19,717,617,201 | |
| January 2, 2021 - January 29, 2021 | 1,632,370 | | | 160.67 | | | 1,627,242 | | | 19,717,617,201 | |
| As of January 29, 2021 | 21,072,624 | | | $ | 160.59 | | | 21,065,051 | | | $ | 19,717,617,201 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Number of Shares Purchased 1 | | Average Price
Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2 |
October 30, 2021 - November 26, 2021 3 | 12,081,035 | | | $ | 248.99 | | | 12,080,454 | | | $ | 7,307,846,188 | |
| November 27, 2021 - December 31, 2021 | 1,147 | | | 253.46 | | | — | | | 20,307,846,188 | |
January 1, 2022 - January 28, 2022 3 | 4,059,224 | | | 245.34 | | | 4,044,512 | | | 19,727,849,966 | |
| As of January 28, 2022 | 16,141,406 | | | $ | 248.07 | | | 16,124,966 | | | $ | 19,727,849,966 | |
1 The total number of shares purchased includes shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of share-based awards.
2 On December 9, 2020,15, 2021, the Company announced that its Board of Directors authorized an additional $15.0$13.0 billion of share repurchases, in addition to the $10.0$15.0 billion of share repurchases authorized by the Board of Directors in December 2018,2020, with no expiration.
3In November 2021, 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 $3.0 billion to the financial institution and received an initial delivery of 10.3 million shares. In January 2022, prior to the end of the fiscal year, the Company finalized the transaction and received an additional 1.6 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 to the consolidated financial statements included herein for additional information regarding share repurchases.
Item 6 - Selected Financial Data
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selected Statement of Earnings Data (In millions, except per share data) | 2020 | | 2019 | | 20181 | | 2017 | | 20162 |
| Net sales | $ | 89,597 | | | $ | 72,148 | | | $ | 71,309 | | | $ | 68,619 | | | $ | 65,017 | |
| Gross margin | 29,572 | | | 22,943 | | | 22,908 | | | 22,434 | | | 21,674 | |
| Operating income | 9,647 | | | 6,314 | | | 4,018 | | | 6,586 | | | 5,846 | |
| Net earnings | 5,835 | | | 4,281 | | | 2,314 | | | 3,447 | | | 3,093 | |
| Basic earnings per common share | 7.77 | | | 5.49 | | | 2.84 | | | 4.09 | | | 3.48 | |
| Diluted earnings per common share | 7.75 | | | 5.49 | | | 2.84 | | | 4.09 | | | 3.47 | |
| Dividends per share | $ | 2.30 | | | $ | 2.13 | | | $ | 1.85 | | | $ | 1.58 | | | $ | 1.33 | |
| Selected Balance Sheet Data | | | | | | | | | |
Total assets3 | $ | 46,735 | | | $ | 39,471 | | | $ | 34,508 | | | $ | 35,291 | | | $ | 34,408 | |
| Long-term debt, excluding current maturities | $ | 20,668 | | | $ | 16,768 | | | $ | 14,391 | | | $ | 15,564 | | | $ | 14,394 | |
1 Effective February 3, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and all related amendments, using the modified retrospective method. Therefore, results for reporting periods beginning after February 2, 2018 are presented under ASU 2014-09, while comparative prior period amounts have not been restated and continue to be presented under accounting standards in effect in those periods.
2 Fiscal 2016 contained 53 weeks, while all other years contained 52 weeks.
3Effective February 2, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and all related amendments, using the optional transition approach to not restate comparative periods and recognized the cumulative impact of adoption in the opening balance of retained earnings. Therefore, results for reporting periods beginning after February 1, 2019 are presented under ASU 2016-02, while comparative prior period amounts have not been restated and continue to be presented under accounting standards in effect in those periods.Reserved
Not applicable.
Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the three-yeartwo-year period ended January 29, 202128, 2022 (our fiscal years 2020, 2019,2021 and 2018)2020). Unless otherwise noted, all references herein for the years 2021, 2020, 2019, and 20182019 represent the fiscal years ended January 28, 2022, January 29, 2021, and January 31, 2020, and February 1, 2019, respectively. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements included in this Annual Report that have been prepared in accordance with accounting principles generally accepted in the United States of America. This discussion and analysis is presented in sixfour sections:
EXECUTIVE OVERVIEW
Performance Overview
Net sales for fiscal 20202021 increased 24.2%7.4% over fiscal year 20192020 to $89.6$96.3 billion. The increase in total sales was primarily driven by comparable sales growth. Comparable sales increased 6.9% over fiscal year 2020, driven by an increase in comparable sales, primarily offset by a decrease in sales due to closed stores. Comparable sales increased 26.1% over fiscal year 2019, driven by an increase in comparable transactions of 14.0% and an11.1% increase in comparable average ticket, of 12.1%.partially offset by a 4.2% decrease in comparable customer transactions. Net earnings for fiscal 20202021 increased 36.3%44.7% to $5.8$8.4 billion. Diluted earnings per common share increased 41.3%55.3% in fiscal year 20202021 to $12.04 from $7.75 from $5.49 in 2019.2020. Included in the fiscal 2020 results isare a $1.1 billion pre-tax loss on extinguishment of debt from cash tender offers to purchase and retire an aggregate principal amount of $3.0 billion in outstanding notes, with a weighted average interest rate of 4.80%. The Company funded the cash tender offers with a $4.0 billion issuance of unsecured notes with a weighted average interest rate of 2.17%. These efforts took advantage of a favorable interest rate environment to reduce our long-term interest expense. Also included in the results for fiscal 2020 and 2019 areas well as operating costs related to the Canada restructuring actions. Adjusting 2020 and 2019 amounts for these discrete items, not contemplateddiluted earnings per common share increased 35.9% to $12.04 in the business outlooks for those respective years,2021 from adjusted diluted earnings per common share increased 54.4%of $8.86 in fiscal year 2020 to $8.86 from $5.74 in 2019 (see the non-GAAP financial measures discussion).
For 2020,2021, cash flows from operating activities were $11.0$10.1 billion, with $1.8$1.9 billion used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased $5.0$13.1 billion of common stock and paid $1.7$2.0 billion in dividends during the year.
In 2020,2021, we experienced unprecedentedcomparable sales increases in eleven of fifteen product categories and all fifteen U.S. regions. Our Total Home strategy continues to gain momentum as we provide a one-stop solution for both DIY and Pro customers. Throughout fiscal 2021, we maintained focus on the Pro customer demand as the consumer mindset turned its focus to the functionwith improved in-stock inventory levels and enjoyment ofstore layout, enhanced service offerings, and expanded brand and product offerings that meet their home. During the COVID-19 pandemic, the home has become a residence, a home school, a home office and the primary location for recreation and entertainment. Due to our execution of the Company’s retail fundamentals strategy announced in 2018, which focused on merchandising excellence, supply chain transformation, operational efficiency, and customer engagement, we leveraged our improved operating capabilities to quickly respond to the global health crisis and meet customer demands.
The COVID-19 pandemic changed the way customers shop with Lowe’s. In an effort to enhance our omni-channel capabilities and to offer options to meet our customer’s needs, we rapidly rolled out curbside pickup in the first quarter.project needs. We then launched mobile check-in for curbside pickup along with an internal order picking app to improve associates’ speed and accuracy in fulfilling orders, and began the launch of touchless buy online pickup in store (BOPIS) lockers. We also continue to enhance our mobile app to improveenhanced the customer pickuponline shopping experience including geofencing technology that alertswith improved search and navigation functionality and expanded on-trend inventory assortments. Our private brand product assortment has also elevated our stores when customers are on their way to pick up their orders.performance with the DIY customer, especially in Home Décor. In addition, we completed the re-platforming of Lowes.comhave expanded our omnichannel fulfillment capabilities. During 2021, we converted three geographic areas to the cloud which greatly improved site stabilityour market-based delivery model for big and functionality allowing usbulky product. In this new model, product flows directly to achieve triple-digit online sales growth for the year.
To provide customers with a more intuitive shopping experience and better aligncustomer homes from our product adjacencies, especially for Pro customers, we made a significant merchandising investment to reset the layoutdistribution network, bypassing stores altogether. As part of our U.S. stores (U.S. Stores Reset). The U.S. Stores Reset provides a faster shopping experience, increases localized product assortments by eliminating unproductive bays
which opens up space for new products better tailoredfulfillment capabilities, our customers can also now track appliance deliveries in real time and we continue to the local market,expand our same-day and drives more transactions by moving the basket-building category of cleaning products to the main power aisle of the store. The Company incurred approximately $260 million of incremental expense in 2020, which is reflected within selling, general and administrative (SG&A) expenses in the consolidated statement of earnings, with approximately 95% of the resets complete as of the end of the fiscal year.next-day fulfillment options.
In the stores, our disciplined focus on driving operating leverage through our Perpetual Productivity Improvement (PPI) initiatives resulted in operational process improvements that reduced the amount of time our associates spend on tasking activities and can instead focus on serving our customers. As part of these initiatives, we recently launched a new store inventory management system that provides associates real-time visibility to inventory in their store and reduces non-productive hours spent looking for product. In addition, throughout 2020, we continuedexpanded our simplified user interface introduced earlier in the year across the sales floor which accelerates the associate training process and allows associates to focus on gaining market share with the Pro customer. We continue to elevate our brand and product offerings in the job lot quantities they need. During the fourth quarter, we launched our new Pro customer relationship management (CRM) tool which provides our Pro Desk with tools to manage, grow and retain our Pro customers through consistent and data-driven selling actions.
COVID-19 Response
We began the year focused on executing our retail strategy; however, we rapidly re-prioritized our objectives to address the impacts of COVID-19. Our Company has been committed to the following prioritiesservice while navigating the COVID-19 pandemic:
1.Protecting the health and safety of our associates and customers through a safe store environment and shopping experience,
2.Financially supporting our associates during this challenging time, and
3.Providing support for our community, including healthcare providers and first responders.
We implemented a number of initiatives to facilitate a safer store environment throughout the year, including supporting social distancing by adding signage and floor markers, installing plexiglass shields at the point-of-sale areas, and designating social distancing ambassadors to monitorreducing customer flow traffic; enhancing cleaning procedures; and adopted a requirement for all front-line associates to wear masks and a nationwide standard for all customers to wear masks. For the year, we invested nearly $1.3 billion in COVID-related support for our associates, store safety and communities. As part of our commitment to provide financial assistance to our associates, this investment was inclusive of $915 million of expense to support our associates, which included seven discretionary payments for our hourly associates, a $2 per hour temporary wage increase for hourly associates during the month of April, and emergency paid leave for all associates who needed it. In addition, our support included $109 million in pandemic relief to support our communities, including grants to support minority-owned and rural small businesses.wait times.
Looking Forward
In late 2020, after a periodAs part of time spent focusing on improving our retail fundamentals, we unveiledcontinued efforts around our Total Home strategy, which iswe are focused on further enhancing our commitment to providing a full complement of products and services for Pros and Consumers alike, enabling a Total Home solution for every needomnichannel capabilities in the home. We believe our Total Home strategy will enhance customer engagement and grow market share by intensifying our focus on the Pro customer,2022 across three key areas: expanding our online business, modernizing installation services,assortment, enhancing the user experience, and improving localization efforts,
fulfillment. We will continue to expand our Lowes.com assortment to meet our customers’ design and elevatinglifestyle needs, while at the same time, enhancing the user experience with upgrades to the visualization and configuration tools we offer online. As we head into spring, we have leveraged our product assortment.expanded supply chain network to position our in-stock inventory for our heavy selling season.
In the coming year, we remain focused on growing market share, improving operating profitability, and driving sustainable growth. While there is uncertainty in the marketeconomy with rising interest rates and inflation, our outlook for the home improvement sector,industry remains robust, and we believe we have the flexibilityare well-positioned to manage and adaptaccelerate our business in a dynamic economic environment.market share gains through our Total Home strategy.
OPERATIONS
The following tables set forth the percentage relationship to net sales of each line item of the consolidated statements of earnings, as well as the percentage change in dollar amounts from the prior year. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements, including the related notes to the consolidated financial statements.
| | | | | Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year | | Percentage Increase / (Decrease) in Dollar Amounts from Prior Year | | | | Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year | | Percentage Increase / (Decrease) in Dollar Amounts from Prior Year |
| | 2020 | | 2019 | | 2020 vs. 2019 | | 2020 vs. 2019 | | 2021 | | 2020 | | 2021 vs. 2020 | | 2021 vs. 2020 |
| Net sales | Net sales | 100.00 | % | | 100.00 | % | | N/A | | 24.2 | % | Net sales | 100.00 | % | | 100.00 | % | | N/A | | 7.4 | % |
| Gross margin | Gross margin | 33.01 | | | 31.80 | | | 121 | | | 28.9 | | Gross margin | 33.30 | | | 33.01 | | | 29 | | | 8.4 | |
| Expenses: | Expenses: | | Expenses: | |
| Selling, general and administrative | Selling, general and administrative | 20.68 | | | 21.30 | | | (62) | | | 20.6 | | Selling, general and administrative | 19.01 | | | 20.68 | | | (167) | | | (1.2) | |
| Depreciation and amortization | Depreciation and amortization | 1.56 | | | 1.75 | | | (19) | | | 10.9 | | Depreciation and amortization | 1.73 | | | 1.56 | | | 17 | | | 18.8 | |
| Operating income | Operating income | 10.77 | | | 8.75 | | | 202 | | | 52.8 | | Operating income | 12.56 | | | 10.77 | | | 179 | | | 25.4 | |
| Interest – net | Interest – net | 0.95 | | | 0.96 | | | (1) | | | 22.9 | | Interest – net | 0.92 | | | 0.95 | | | (3) | | | 4.4 | |
| Loss on extinguishment of debt | Loss on extinguishment of debt | 1.18 | | | — | | | 118 | | | N/A | Loss on extinguishment of debt | — | | | 1.18 | | | (118) | | | (100.0) |
| Pre-tax earnings | Pre-tax earnings | 8.64 | | | 7.79 | | | 85 | | | 37.6 | | Pre-tax earnings | 11.64 | | | 8.64 | | | 300 | | | 44.8 | |
| Income tax provision | Income tax provision | 2.13 | | | 1.86 | | | 27 | | | 41.8 | | Income tax provision | 2.87 | | | 2.13 | | | 74 | | | 45.3 | |
| Net earnings | Net earnings | 6.51 | % | | 5.93 | % | | 58 | | | 36.3 | % | Net earnings | 8.77 | % | | 6.51 | % | | 226 | | | 44.7 | % |
| | | | | Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year | | Percentage Increase / (Decrease) in Dollar Amounts from Prior Year | | | | Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year | | Percentage Increase / (Decrease) in Dollar Amounts from Prior Year |
| | 2019 | | 2018 | | 2019 vs. 2018 | | 2019 vs. 2018 | | 2020 | | 2019 | | 2020 vs. 2019 | | 2020 vs. 2019 |
| Net sales | Net sales | 100.00 | % | | 100.00 | % | | N/A | | 1.2 | % | Net sales | 100.00 | % | | 100.00 | % | | N/A | | 24.2 | % |
| Gross margin | Gross margin | 31.80 | | | 32.12 | | | (32) | | | 0.2 | | Gross margin | 33.01 | | | 31.80 | | | 121 | | | 28.9 | |
| Expenses: | Expenses: | | Expenses: | |
| Selling, general and administrative | Selling, general and administrative | 21.30 | | | 24.41 | | | (311) | | | (11.7) | | Selling, general and administrative | 20.68 | | | 21.30 | | | (62) | | | 20.6 | |
| Depreciation and amortization | Depreciation and amortization | 1.75 | | | 2.07 | | | (32) | | | (14.5) | | Depreciation and amortization | 1.56 | | | 1.75 | | | (19) | | | 10.9 | |
| Operating income | Operating income | 8.75 | | | 5.64 | | | 311 | | | 57.1 | | Operating income | 10.77 | | | 8.75 | | | 202 | | | 52.8 | |
| Interest – net | Interest – net | 0.96 | | | 0.88 | | | 8 | | | 10.6 | | Interest – net | 0.95 | | | 0.96 | | | (1) | | | 22.9 | |
| | Loss on extinguishment of debt | | Loss on extinguishment of debt | 1.18 | | | — | | | 118 | | | N/A |
| Pre-tax earnings | Pre-tax earnings | 7.79 | | | 4.76 | | | 303 | | | 65.7 | | Pre-tax earnings | 8.64 | | | 7.79 | | | 85 | | | 37.6 | |
| Income tax provision | Income tax provision | 1.86 | | | 1.52 | | | 34 | | | 24.3 | | Income tax provision | 2.13 | | | 1.86 | | | 27 | | | 41.8 | |
| Net earnings | Net earnings | 5.93 | % | | 3.24 | % | | 269 | | | 85.0 | % | Net earnings | 6.51 | % | | 5.93 | % | | 58 | | | 36.3 | % |
The following table sets forth key metrics utilized by management in assessing business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements, including the related notes to the consolidated financial statements.
Beginning on February 1, 2020, the Company changed the basis in which it presents the comparable sales metric. The current metric is presented on a transacted basis when tender is accepted from a customer. Prior to this change, the Company’s comparable sales metric was based on when control of the good or service passed to the customer, which included timing impacts of deferred sales. The purpose of the change was to align the metric with how the Lowe’s management team evaluates the business throughout the year and views performance relative to peers. For the fiscal year ended January 29, 2021, the impact of excluding deferred sales increased the comparable sales metric by 62 basis points. For the fiscal year ended January 31, 2020, the impact of excluding deferred sales decreased the comparable sales metric by 7 basis points. For the fiscal year ended February 1, 2019, the impact of excluding deferred sales decreased the comparable sales metric by 20 basis points. The comparable sales metric for the fiscal years ended January 31, 2020 and February 1, 2019, has been recast to conform to the current year presentation.
| | Other Metrics | Other Metrics | 2020 | | 2019 | | 2018 | Other Metrics | 2021 | | 2020 | | 2019 |
Comparable sales increase 1 | Comparable sales increase 1 | 26.1 | % | | 2.6 | % | | 2.2 | % | Comparable sales increase 1 | 6.9 | % | | 26.1 | % | | 2.6 | % |
| Total customer transactions (in millions) | Total customer transactions (in millions) | 1,046 | | | 921 | | | 941 | | Total customer transactions (in millions) | 1,002 | | | 1,046 | | | 921 | |
Average ticket 2 | Average ticket 2 | $ | 85.67 | | | $ | 78.36 | | | $ | 75.79 | | Average ticket 2 | $ | 96.09 | | | $ | 85.67 | | | $ | 78.36 | |
| At end of year: | At end of year: | | At end of year: | |
| Number of stores | Number of stores | 1,974 | | | 1,977 | | | 2,015 | | Number of stores | 1,971 | | | 1,974 | | | 1,977 | |
| Sales floor square feet (in millions) | Sales floor square feet (in millions) | 208 | | | 208 | | | 209 | | Sales floor square feet (in millions) | 208 | | | 208 | | | 208 | |
Average store size selling square feet (in thousands) 3 | Average store size selling square feet (in thousands) 3 | 105 | | | 105 | | | 104 | | Average store size selling square feet (in thousands) 3 | 106 | | | 105 | | | 105 | |
Return on average assets 4 | Return on average assets 4 | 12.4 | % | | 10.8 | % | | 6.4 | % | Return on average assets 4 | 17.5 | % | | 12.4 | % | | 10.8 | % |
Return on average shareholders’ equity 5 | 215.2 | % | | 153.4 | % | | 43.8 | % | |
Net earnings to average debt and equity 6 | 21.9 | % | | 17.2 | % | | 9.0 | % | |
Return on invested capital 6 | 27.7 | % | | 19.9 | % | | 11.2 | % | |
| Net earnings to average debt and shareholders’ (deficit)/equity 5 | | Net earnings to average debt and shareholders’ (deficit)/equity 5 | 32.3 | % | | 21.9 | % | | 17.2 | % |
Return on invested capital 5 | | Return on invested capital 5 | 35.3 | % | | 27.7 | % | | 19.9 | % |
1 A comparable location is defined as a retail location that has been open longer than 13 months. A location that is identified for relocation is no longer considered comparable in the month of its relocation. The relocated location must then remain open longer than 13 months to be considered comparable. A location we have decided to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Comparable sales include online sales, which positively impacted the comparable sales increase in fiscal 2021, fiscal 2020, and fiscal 2019 and fiscal 2018 by approximately 150 basis points, 565 basis points, 25 basis points, and 8025 basis points, respectively.
2 Average ticket is defined as net sales divided by the total number of customer transactions.
3 Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period. The average Lowe’s-branded home improvement store has approximately 112,000 square feet of retail selling space.
4 Return on average assets is defined as net earnings divided by average total assets for the last five quarters.
5 Return on average shareholders’ equity is defined as net earnings divided by average shareholders’ equity for the last five quarters.
6 Return on invested capital is calculated using a non-GAAP financial measure. Net earnings to average debt and shareholders’ (deficit)/equity is the most comparable GAAP ratio. See below for additional information and reconciliations of non-GAAP measures.
Non-GAAP Financial Measures
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings per share is considered a non-GAAP financial measure. Management believes this non-GAAP financial measure provides useful insight for analysts and investors in evaluating what management considers the Company’s core financial performance. Adjusted diluted earnings per share excludes the impact of certain discrete items, further described below, not contemplated in the Company’s business outlooksoutlook for 2020 and 2019.fiscal 2020. Unless otherwise noted, the income tax effect of these adjustments is calculated using the marginal ratesrate for the respective periods.period. There were no non-GAAP adjustments in fiscal 2021.
Fiscal 2020 Impacts
•In the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, and in the fourth quarter of fiscal 2019, the Company announced additional restructuring actions to improve future performance and profitability of its Canadian operations. As a result of these actions, the Company recognized pre-tax operating costs of $45 million related to inventory write-downs and other closing costs in fiscal 2020 (Canada restructuring).
•In the third quarter of fiscal 2020, the Company recognized a $1.1 billion loss on extinguishment of debt in connection with the cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes (Loss on extinguishment of debt).
Fiscal 2019 Impacts
•Prior to the beginning of fiscal 2019, the Company announced its intention to exit its Mexico retail operations and had planned to sell the operating business. However,Beginning in the first quarter of fiscal 2019, after an extensive market evaluation, the decision was made to instead sell the assets of the business. That decision resulted in an $82 million tax benefit. Additionally, the Company recognized $35 million of pre-tax operating costs associated with the exit and ongoing wind-down of the Mexico retail operations in fiscal 2019 (Mexico adjustments).
•During the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, resultingand in pre-tax charges of $53 million associated with long-lived asset impairment. In the fourth quarter of fiscal 2019, the Company announced additional actions to improve future performance and profitability of its Canadian operations. As a result of this review and related actions, the Company recognized pre-tax operating costs and charges of $176$45 million related to inventory liquidation, accelerated depreciation and amortization, severance,write-downs and other closing costs as well as a net $26 million impact to income tax expense
related to income tax valuation allowance. Total pre-tax operating costs and charges forin fiscal 2019 were $230 million2020 (Canada restructuring).
Adjusted diluted earnings per share should not be considered an alternative to, or more meaningful indicator of, the Company’s diluted earnings per common share as prepared in accordance with GAAP. The Company’s methods of determining this non-GAAP financial measure may differ from the method used by other companies and may not be comparable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2019 |
| Pre-Tax Earnings | | Tax | | Net Earnings | | Pre-Tax Earnings | | Tax | | Net Earnings |
| Diluted earnings per share, as reported | | | | | $ | 7.75 | | | | | | | $ | 5.49 | |
| Non-GAAP Adjustments – per share impacts | | | | | | | | | | | |
| Loss on extinguishment of debt | 1.41 | | | (0.36) | | | 1.05 | | | — | | | — | | | — | |
| Canada restructuring | 0.06 | | | — | | | 0.06 | | | 0.29 | | | 0.02 | | | 0.31 | |
| Mexico adjustments | — | | | — | | | — | | | 0.05 | | | (0.11) | | | (0.06) | |
| Adjusted diluted earnings per share | | | | | $ | 8.86 | | | | | | | $ | 5.74 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 |
| | | | | | | Pre-Tax Earnings | | Tax | | Net Earnings |
| Diluted earnings per share, as reported | | | | | | | | | | | $ | 7.75 | |
| Non-GAAP adjustments – per share impacts | | | | | | | | | | | |
| Loss on extinguishment of debt | | | | | | | 1.41 | | | (0.36) | | | 1.05 | |
| Canada restructuring | | | | | | | 0.06 | | | — | | | 0.06 | |
| | | | | | | | | | | |
| Adjusted diluted earnings per share | | | | | | | | | | | $ | 8.86 | |
Return on Invested Capital
Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. Management believes ROIC is a meaningful metric for analysts and investors as a measure of how effectively the Company is using capital to generate profits. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC. Accordingly, the method used by our management may differ from the methods used by other companies. We encourage you to understand the methods used by another company to calculate ROIC before comparing its ROIC to ours.
We define ROIC as the rolling 12 months’ lease adjusted net operating profit after tax (Lease adjusted NOPAT) divided by the average of current year and prior year ending debt and shareholders’ (deficit)/equity. Lease adjusted NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure. The calculation of ROIC, together with a reconciliation of net earnings to Lease adjusted NOPAT, is as follows:
| | (In millions, except percentage data) | (In millions, except percentage data) | 2020 | | 2019 | | 2018 | (In millions, except percentage data) | 2021 | | 2020 | | 2019 |
| Calculation of Return on Invested Capital | Calculation of Return on Invested Capital | | Calculation of Return on Invested Capital | |
| Numerator | Numerator | | Numerator | |
| Net earnings | Net earnings | $ | 5,835 | | | $ | 4,281 | | | $ | 2,314 | | Net earnings | $ | 8,442 | | | $ | 5,835 | | | $ | 4,281 | |
| Plus: | Plus: | | Plus: | |
| Interest expense – net | Interest expense – net | 848 | | | 691 | | | 624 | | Interest expense – net | 885 | | | 848 | | | 691 | |
| Operating lease interest | Operating lease interest | 171 | | | 195 | | | 206 | | Operating lease interest | 160 | | | 171 | | | 195 | |
| Loss on extinguishment of debt | Loss on extinguishment of debt | 1,060 | | | — | | | — | | Loss on extinguishment of debt | — | | | 1,060 | | | — | |
| Provision for income taxes | Provision for income taxes | 1,904 | | | 1,342 | | | 1,080 | | Provision for income taxes | 2,766 | | | 1,904 | | | 1,342 | |
| Lease adjusted net operating profit | Lease adjusted net operating profit | 9,818 | | | 6,509 | | | 4,224 | | Lease adjusted net operating profit | 12,253 | | | 9,818 | | | 6,509 | |
| Less: | Less: | | Less: | |
Income tax adjustment 1 | Income tax adjustment 1 | 2,416 | | | 1,554 | | | 1,344 | | Income tax adjustment 1 | 3,024 | | | 2,416 | | | 1,554 | |
| Lease adjusted net operating profit after tax | Lease adjusted net operating profit after tax | $ | 7,402 | | | $ | 4,955 | | | $ | 2,880 | | Lease adjusted net operating profit after tax | $ | 9,229 | | | $ | 7,402 | | | $ | 4,955 | |
| | Denominator | Denominator | | Denominator | |
Average debt and equity 2 | $ | 26,686 | | | $ | 24,950 | | | $ | 25,713 | | |
| Net earnings to average debt and equity | 21.9 | % | | 17.2 | % | | 9.0 | % | |
Average debt and shareholders’ (deficit)/equity 2 | | Average debt and shareholders’ (deficit)/equity 2 | $ | 26,109 | | | $ | 26,686 | | | $ | 24,950 | |
| Net earnings to average debt and shareholders’ (deficit)/equity | | Net earnings to average debt and shareholders’ (deficit)/equity | 32.3 | % | | 21.9 | % | | 17.2 | % |
| Return on invested capital | Return on invested capital | 27.7 | % | | 19.9 | % | | 11.2 | % | Return on invested capital | 35.3 | % | | 27.7 | % | | 19.9 | % |
1 Income tax adjustment is defined as net operating profit multiplied by the effective tax rate, which was 24.6%24.7%, 23.9%24.6%, and 31.8%23.9% for 2021, 2020, 2019, and 2018,2019, respectively.
2 Average debt and shareholders’ (deficit)/equity is defined as average current year and prior year ending debt, including current maturities, short-term borrowings, and operating lease liabilities, plus the average current year and prior year ending total shareholders’ (deficit)/equity.
Fiscal 20202021 Compared to Fiscal 20192020
Net Sales – Net sales increased 24.2%7.4% to $89.6$96.3 billion in 2020.2021. The increase in total sales was driven primarily by comparable sales growth. Comparable sales increased 26.1%6.9% over the same period, driven by a 14.0% increase in comparable customer transactions and a 12.1%an 11.1% increase in comparable average ticket.ticket, partially offset by a 4.2% decline in comparable customer transactions. Comparable sales increaseschange during each quarter of the
fiscal year, as reported, were 11.2%an increase of 25.9% in the first quarter, 34.2%decline of 1.7% in the second quarter, 30.1%increase of 2.2% in the third quarter, and 28.1%increase of 5.0% in the fourth quarter.
During 2020,2021, we experienced comparable sales increases in all 15eleven of fifteen product categories, led by Electrical, Lumber, and broad-based growth with both DIYFlooring. We delivered strong comparable sales in Electrical and Pro customers. Comparable sales were above the Company average in Lumber Lawn & Garden, Paint, Seasonal & Outdoor Living, Tools, and Décor. Lumber experienced strong performance driven bydue to strong unit demand from both DIY and Pro customers, as well as benefits from improved investmentsunit price increases driven by inflation. New product offerings drove strong sales in job lot quantitiesFlooring, led by Vinyl Flooring. We experienced lower comparable sales in Paint, Hardware, and commodity inflation. As customers focused on the home this year, Lawn & Garden, Paint, and Tools experienced significant increases from indoor and outdoor DIY friendly home projects and improvements. Lawn & Garden also saw benefitLighting due to cycling prior year DIY demand at the onset of the COVID-19 preparation in cleaning. Seasonal & Outdoor Living saw increased sales driven by favorable weather, and Décor delivered strong performance in home accents and home organization as customers continue to look for impactful DIY projects.pandemic. Geographically, all 15fifteen U.S. regions and Canada experienced positive comparable sales of at least 20%, while Canada delivered comparable sales of 15%.
During the fourth quarter of 2020, we also experienced comparable sales increases in all 15 product categories. Comparable sales increases were above the company average in Lumber, Seasonal & Outdoor Living, Lawn & Garden, Paint, Building Materials, Electrical, and Décor. Lumber led the sales performance due to strong demand with Pro and DIY customers as well as commodity inflation. Seasonal & Outdoor Living experienced strong performance during the holiday season with a holiday trim-a-tree program that exceeded the customer’s expectations. Lawn & Garden and Paint benefited from consumers’ continued focus on the home. Building Materials saw strong demand with the Pro customer, particularly in roofing and gutters. Geographically, all 15 U.S. regions experienced increases in fourth quarter comparable sales of at least 19%, and Canada delivered increased comparable sales of 18%.sales.
Gross Margin – Gross margin as a percentage of sales for 20202021 increased 12129 basis points compared to 2019.2020. Gross margin was positively impacted by approximately 23565 basis points of total rate improvement driven by continued improvementsimprovement in ourmanaging product costs and disciplined pricing and promotional strategies, as well as approximately 2025 basis points of leverage due to prior year impact of store closures and inventory liquidation associated with the Canadian restructuring.from higher credit revenue. These benefits were partially offset by 25 basis points of deleverage from supply chain costs, 25 basis points of deleverage from lower credit revenue, 25 basis points of deleverage due to product mix, 20 basis points of deleverage from inventory shrink, and 20 basis points of deleverage due to tariff pressure.
During the fourth quarter of 2020, gross margin increased 70 basis points as a percentage of sales. Gross margin was positively impacted by approximately 145 basis points of total rate improvement driven by continued improvements in our pricing, cost management, and promotional strategies as well as 80 basis points of leverage due to prior year impact of store closures and inventory liquidation associated with the Canadian restructuring. These benefits were partially offset by 40 basis points of deleverage related to supply chain costs, 40 basis points of deleverage from inventory shrink, 35 basis points of deleverage due to product mix and 2030 basis points of deleverage from lower credit revenue.supply chain costs.
SG&A – SG&A expense for 20202021 leveraged 62167 basis points as a percentage of sales compared to 2019.2020. This was primarily driven by 115 basis points of leverage due to lower COVID-19 related expenses, including additional compensation to hourly front-line associates, emergency paid leave, and cleaning costs; 45 basis points of leverage in retail operating salaries due to increased sales and improved store operating efficiencies as a result of our PPI initiatives; and 30 basis points of leverage due to costs associated with the reset of the layout of our U.S. stores in advertising, 30 basis point of leverage in occupancy related to increased sales and decreased lease expenses, and 15 basis points of leverage related to the Company’s Canadian restructuring, which included prior year long-lived asset impairment, severance and other costs as well as current year closing costs.year. These benefits were partially offset by 135 deleverage due to COVID-19 related expenses, including discretionary bonuses paid to hourly front-line employees, emergency paid leave, and increased cleaning costs and other safety-related programs, and 3020 basis points of deleverage due to our U.S. Stores Reset.
For the fourth quarter of 2020, SG&A expense leveraged 63 basis points as a percentage of sales compareddiscretionary bonus to the fourth quarter of 2019. This was primarily driven by 130 basis points of leverage in retail operating salaries due to increased sales and improved store operating efficiencies, 30 basis points of leverage in occupancy related to increased sales and decreased lease expense, 25 basis points of leverage in advertising, 20 basis points of leverage related to the Company��s Canadian restructuring, which included prior year long-lived asset impairment, severance and other costs as well as current year closing costs, and 15 basis points of leverage in utilities related to efficiency upgrades. These were partially offset by 80 basis points deleverage due
to COVID-19 related expenses, including hourly front-line employee bonus, emergency paid leave, and increased cleaning costs and other safety-related programs, and 75 basis points deleverage due to our U.S. Stores Reset.associates.
Depreciation and Amortization – Depreciation and amortization expense leveraged 19deleveraged 17 basis points for 20202021 as a percentage of sales compared to 2019,2020, driven by increased sales in the current year. Depreciation and amortization expense increased year over year due to incremental depreciation related toongoing capital investments in the business.store environment, store equipment, and technology projects. Property, less accumulated depreciation, increaseddecreased to $19.1 billion at January 28, 2022, compared to $19.2 billion at January 29, 2021, compared to $18.8 billion at January 31, 2020. As of January 29, 2021, and January 31, 2020, we owned 84% of our stores, which included stores on leased land.2021.
Interest – Net – Net interest expense is comprised of the following:
| | (In millions) | (In millions) | 2020 | | 2019 | (In millions) | 2021 | | 2020 |
| Interest expense, net of amount capitalized | Interest expense, net of amount capitalized | $ | 859 | | | $ | 706 | | Interest expense, net of amount capitalized | $ | 869 | | | $ | 859 | |
| Amortization of original issue discount and loan costs | Amortization of original issue discount and loan costs | 13 | | | 12 | | Amortization of original issue discount and loan costs | 16 | | | 13 | |
| Interest on tax uncertainties | | Interest on tax uncertainties | 12 | | | — | |
| Interest income | Interest income | (24) | | | (27) | | Interest income | (12) | | | (24) | |
| Interest – net | Interest – net | $ | 848 | | | $ | 691 | | Interest – net | $ | 885 | | | $ | 848 | |
Net interest expense in 20202021 leveraged onethree basis pointpoints primarily as a result of increased sales in the current year, offset by interest expense related to the issuance of $4.0$2.0 billion unsecured notes in March 20202021 and $4.0$2.0 billion unsecured notes in October 2020.September 2021.
Loss on Extinguishment of Debt – During the third quarter of 2020, we repurchased and retired $3.0 billion aggregate principal amount of our outstanding debt resulting in a loss on extinguishment of debt of $1.1 billion.
Income Tax Provision – Our effective income tax rate was 24.7% in 2021 compared to 24.6% in 2020 compared to 23.9% in 2019. For 2019, the rate was favorably impacted by the tax benefit associated with the Company’s decision to sell the assets of the Mexico business, which was offset by a valuation allowance established for the Company’s RONA inc. entity in Canada.2020.
Our effective income tax rates were 25.9%
Fiscal 2020 Compared to Fiscal 2019
For a comparison of our results of operations, financial condition, liquidity, and 34.3%capital resources for the three monthsfiscal years ended January 29, 2021 and January 31, 2020, respectively. Our effective income tax rate for the fourth quarter of 2019 was negatively impacted by the valuation allowance established for the Company’s RONA inc. entity in Canada.
Fiscal 2019 Compared to Fiscal 2018
For a comparison of our results of operations for the fiscal years ended January 31, 2020 and February 1, 2019, see
“Part“Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020,29, 2021, filed with the SEC on March 23, 2020.22, 2021.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity
Significant customer demand and operating performance for the fiscal year drove a substantial increase in cashCash flows from operations. These increases,operations supplemented with our short-term and long-term borrowings, have provided ample liquidityremain sufficient to fund our operations while allowing us to make strategic investments in our omni-channel capabilities to support long-term growth and return excess cash to shareholders in the form of dividends and share repurchases. As of January 29, 2021,28, 2022, we held $4.7$1.1 billion of cash and cash equivalents, as well as $3$4.0 billion in undrawn capacity on our revolving credit facilities. We believe that ourthese sources of liquidity will continueand our continued access to bethe capital markets on both a short-term and long-term basis, as needed, are adequate to fund our operations and investments to grow our business, repay our debt as it becomes due, pay dividends, and fund our share repurchases over the next 12twelve months.
As of January 28, 2022, our material contractual obligations and commercial commitments consist of leases, long-term debt, purchase obligations, and letters of credit. See Note 6, Note 8, and Note 15 of the Notes to the Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report for amounts outstanding related to leases, long-term debt, and commitments, respectively, as of January 28, 2022.
Cash Flows Provided by Operating Activities
| | (In millions) | (In millions) | 2020 | | 2019 | | 2018 | (In millions) | 2021 | | 2020 | |
| Net cash provided by operating activities | Net cash provided by operating activities | $ | 11,049 | | | $ | 4,296 | | | $ | 6,193 | | Net cash provided by operating activities | $ | 10,113 | | | $ | 11,049 | | |
Cash flows from operating activities continued to provide the primary source of our liquidity. The increasedecrease in net cash provided by operating activities for the year ended January 29, 202128, 2022, versus the year ended January 31, 2020,29, 2021, was due primarily to higher net earnings and changes in working capital.capital, partially offset by higher net earnings. Accounts payable increased for fiscal 2021 by $466 million compared to an increase of $3.2 billion in fiscal 2020, driving a reduction of $2.7 billion in operating cash flows for fiscal 2021. Inventory decreased operating cash flow for fiscal 2021 by $3.2approximately $1.4 billion compared to a decrease of $637 million in fiscal 2019, driving an additional $3.8$3.0 billion in operating cash flows for fiscal 2020. The increase in accounts payable and inventory in the prior year was driven by higher sustaineda ramp up in inventory purchase volume in 2020 as compared to 2019.meet sustained customer demand at the beginning of the COVID-19 pandemic. In the current year, we have continued to experience sustained demand levels and maintained a higher level of inventory and related accounts payable. Other operating liabilities increased $813decreased $570 million for fiscal 20202021 compared to a decreasean increase of $639$813 million in fiscal 2019.2020. The increasedecrease in other operating liabilities in the current year compared to the prior year is primarily driven by increasesCOVID-related accrued discretionary compensation for hourly associates in accrued compensationthe prior year and employee benefits, and increased accrued payroll taxes due to the deferraltiming of qualifying employer payroll taxes in accordance with the Coronavirus, Aid, Relief, and Economic Securities Act (the CARES Act). Inventory decreased operating cash flow for fiscal 2020 by approximately $3.0 billion compared to a decrease of $600 million for fiscal 2019, primarily due to higher inventory purchases to meet sustained customer demand in 2020, as well as build-up of inventory for the spring selling season.tax payments.
Cash Flows Used in Investing Activities
| | (In millions) | (In millions) | 2020 | | 2019 | | 2018 | (In millions) | 2021 | | 2020 | |
| Net cash used in investing activities | Net cash used in investing activities | $ | (1,894) | | | $ | (1,369) | | | $ | (1,080) | | Net cash used in investing activities | $ | (1,646) | | | $ | (1,894) | | |
Net cash used in investing activities primarily consists of transactions related to capital expenditures.
Capital expenditures
Our capital expenditures generally consist of investments in our strategic initiatives to enhance our ability to serve customers, improve existing stores, and support expansion plans. Capital expenditures were $1.9 billion in 2021 and $1.8 billion in 2020, $1.5 billion in 2019, and $1.2 billion in 2018.2020. The following table provides the allocation of capital expenditures for 2020, 2019,2021 and 2018:2020:
| | | 2020 | | 2019 | | 2018 | | 2021 | | 2020 | |
| Existing store investments ¹ | Existing store investments ¹ | 85 | % | | 80 | % | | 60 | % | Existing store investments ¹ | 75 | % | | 85 | % | |
| Strategic initiatives ² | Strategic initiatives ² | 10 | % | | 10 | % | | 20 | % | Strategic initiatives ² | 15 | % | | 10 | % | |
New stores, new corporate facilities and international 3 | New stores, new corporate facilities and international 3 | 5 | % | | 10 | % | | 20 | % | New stores, new corporate facilities and international 3 | 10 | % | | 5 | % | |
| Total capital expenditures | Total capital expenditures | 100 | % | | 100 | % | | 100 | % | Total capital expenditures | 100 | % | | 100 | % | |
1Includes merchandising resets, facility repairs, replacements of IT and store equipment, among other specific efforts.
2Represents investments related to our strategic focus areas aimed at improving customers’ experience and driving improved performance in the near and long term.
3Represents expenditures primarily related to land purchases, buildings, and personal property for new store projects and new corporate facilities projects as well as expenditures related to our international operations.
Our 2021For 2022, our capital expenditures forecast is approximately $2.0 billion. The following table provides the allocation of our fiscal 20212022 capital expenditures forecast:
| | | | | | | | |
| | 20212022 |
| Existing store investments | | 6070 | % |
| Strategic initiatives | | 3020 | % |
| New stores, new corporate facilities and international | | 10 | % |
Cash Flows Used in Financing Activities
| | (In millions) | (In millions) | 2020 | | 2019 | | 2018 | (In millions) | 2021 | | 2020 | |
| Net cash used in financing activities | Net cash used in financing activities | $ | (5,191) | | | $ | (2,735) | | | $ | (5,124) | | Net cash used in financing activities | $ | (12,016) | | | $ | (5,191) | | |
Net cash used in financing activities primarily consist of transactions related to our short-term borrowings, long-term debt, share repurchases, and cash dividend payments.
Short-term Borrowing FacilitiesTotal Debt
In 2021, we issued $4.0 billion of unsecured notes. This is comprised of $2.0 billion of unsecured notes issued in March 2020,2021 and $2.0 billion of unsecured notes issued in September 2021, the proceeds of which were designated for general corporate purposes. In April 2021, we also entered into a $1.0 billion unsecured 364-day term loan facility (the 2021 Term Loan), which was repaid during fiscal 2021. In 2021, we also paid approximately $1.0 billion to retire scheduled debts at maturity.
In December 2021, we entered into a $1.02$2.0 billion five-year unsecured revolving third amended and restated credit agreement (the Third Amended and Restated Credit Agreement) with a syndicate of banks. The Third Amended and Restated Credit Agreement amends and restates the Company’s amended and restated credit agreement, dated September 10, 2018 (the Second Amended and Restated Credit Agreement), to among other things (i) extend the maturity date of the revolving credit facility to December 2026 and (ii) increase the aggregate availability to a total of $2.0 billion.
Also in December 2021, we amended the five-year unsecured revolving credit agreement dated March 23, 2020 (the 2020 Credit Agreement) with a syndicate of banks. In addition, we have a $1.98 billion five-yearThe amendment, among other things, increased the availability of the unsecured revolving second amended and restated
credit agreement (the Second Amended and Restated Credit Agreement) with a syndicate of banks.to $2.0 billion, maturing in March 2025. Subject to obtaining commitments from the lenders and satisfying other conditions specified in the 2020 Credit Agreement and the SecondThird Amended and Restated Credit Agreement, the Company may increase the combined aggregate availability of both agreements by an additional $520 million.$1.0 billion.
In January 2020, we entered into a $1 billion unsecured 364-day term loan facility (the “Term Loan”).
The Company repaid the Term Loan during fiscal 2020.
In September 2019, we entered into a $250 million unsecured 364-day credit agreement (the 2019Third Amended and Restated Credit Agreement) with a syndicate of banks. In connection withAgreement and the 2020 Credit Agreement (collectively, the Company refinanced the 2019 Credit Agreement and terminated any commitments under the 2019 Credit Agreement as of March 23, 2020.
The 2020 Credit Agreement and the Second Amended and Restated Credit AgreementAgreements) support our commercial paper program. The amount available to be drawn under the 2020 Credit Agreement and the Second Amended and Restated Credit AgreementAgreements is reduced by the amount of borrowings under our commercial paper program. There were no outstanding borrowings under the Company’s commercial paper program, the 2020 Credit Agreement, or the Third Amended and Restated Credit Agreement as of January 28, 2022. There were no outstanding borrowings under the commercial paper program, the 2020 Credit Agreement, or the Second Amended and Restated Credit Agreement as of January 29, 2021. Outstanding borrowings under the Company’s commercial paper program were $941 million, with a weighted average interest rate of 2.10%, as of January 31, 2020. There was $1.0 billion in outstanding borrowings under the Term Loan, with a weighted average interest rate of 2.29%, and no borrowings outstanding under the Second Amended and Restated Credit Agreement or the 2019 Credit Agreement as of January 31, 2020. Total combined availability under the 2020 Credit Agreement and the SecondThird Amended and Restated Credit Agreement as of January 29, 2021,28, 2022, was $3.0$4.0 billion.
Our commercial paper program, along with cash flows generated from operations, is typically utilized during our fourth fiscal quarter to build inventory in anticipation of the spring selling season. The following table includes additional information related to our short-term borrowings for 2020, 2019, and 2018:
| | | | | | | | | | | | | | | | | |
| (In millions, except for interest rate data) | 2020 | | 2019 | | 2018 |
| Net change in commercial paper | $ | (941) | | | $ | 220 | | | $ | (415) | |
| Maximum commercial paper outstanding at any month-end | $ | 1,858 | | | $ | 1,364 | | | $ | 892 | |
| Short-term borrowings outstanding at year-end | $ | — | | | $ | 1,941 | | | $ | 722 | |
| Weighted-average interest rate of short-term borrowings outstanding | — | % | | 2.14 | % | | 2.81 | % |
The SecondThird Amended and Restated Credit Agreement and the 2020 Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at January 29, 2021.28, 2022.
Long-term DebtOur ratio of debt to capital (shareholder’s (deficit)/equity plus debt) was 124.2% and 93.8% as of January 28, 2022 and January 29, 2021, respectively.
The following table includes additional information related to the Company’s long-termour debt for 2020, 2019, and 2018:
| | | | | | | | | | | | | | | | | |
| (In millions) | 2020 | | 2019 | | 2018 |
| Net proceeds from issuance of debt | $ | 7,929 | | | $ | 3,972 | | | $ | — | |
| Repayment of debt | $ | (5,618) | | | $ | (1,113) | | | $ | (326) | |
In 2020, we issued $8.0 billion of unsecured notes. This is comprised of $4.0 billion of unsecured notes issued in March 2020 to finance current year maturities and for other general corporate purposes and $4.0 billion of unsecured notes issued in October 2020 to fund the 2020 cash tender offers to purchase existing unsecured notes and for other general corporate purposes. We completed the tender offers in October 2020 in which we purchased and retired an aggregate principal amount of $3.0 billion of our higher coupon notes prior to maturity to take advantage of a favorable interest rate environment to reduce our long-term interest expense. As part of this transaction, we incurred $1.1 billion of debt extinguishment costs which included premium to noteholders and the cost of reverse treasury lock derivative contracts associated with the tender offers. In 2020, we paid $500 million to repay scheduled long-term debts at maturity.
In 2019, we issued $3.0 billion of unsecured notes to finance 2019 maturities and for other general corporate purposes, which included share repurchases, capital expenditures, strategic investments, and working capital needs. In 2019, we paid approximately $1.1 billion to retire scheduled debts at maturity.
Our ratio of debt to capital (equity plus debt) was 93.8% and 90.7% as of January 29, 2021 and January 31, 2020, respectively.2020:
| | | | | | | | | | | | | |
| (In millions, except for interest rate data) | 2021 | | 2020 | | |
| Net proceeds from issuance of debt | $ | 4,972 | | | $ | 7,929 | | | |
| Repayment of debt | $ | (2,118) | | | $ | (5,618) | | | |
| Net change in commercial paper | $ | — | | | $ | (941) | | | |
| Maximum commercial paper outstanding at any month-end | $ | 400 | | | $ | 1,858 | | | |
| Short-term borrowings outstanding at year-end | $ | — | | | $ | — | | | |
| Weighted-average interest rate of short-term borrowings outstanding | — | % | | — | % | | |
Share Repurchases
We have an ongoing share repurchase program, authorized by the Company’s Board of Directors, that is executed through purchases made from time to time either in the open market or through private off-market transactions. We also withhold shares from employees to satisfy tax withholding liabilities.liabilities on share-based payments. Shares repurchased are retired and returned to authorized and unissued status. The following table provides, on a settlement date basis, the total number of shares repurchased, average price paid per share, and the total amount paid for share repurchases for 2020, 2019,2021 and 2018:2020:
| | (In millions, except per share data) | (In millions, except per share data) | 2020 | | 2019 | | 2018 | (In millions, except per share data) | 2021 | | 2020 | |
| Total amount paid for share repurchases | Total amount paid for share repurchases | $ | 4,971 | | | $ | 4,313 | | | $ | 3,037 | | Total amount paid for share repurchases | $ | 13,012 | | | $ | 4,971 | | |
| Total number of shares repurchased | Total number of shares repurchased | 34.5 | | | 41.2 | | | 31.6 | | Total number of shares repurchased | 62.8 | | | 34.5 | | |
| Average price paid per share | Average price paid per share | $ | 144.08 | | | $ | 104.68 | | | $ | 96.18 | | Average price paid per share | $ | 207.32 | | | $ | 144.08 | | |
As of January 29, 2021,28, 2022, we had $19.7 billion remaining under our share repurchase program with no expiration date. WeFor 2022, we expect to repurchase shares totaling approximately $9.0$12.0 billion, in 2021.subject to market conditions.
Dividends
In 2020,the third quarter of 2021, we increased our quarterly dividend payment by 9%33% to $0.60$0.80 per share. Our dividend payment dates are established such that dividends are paid in the quarter immediately following the quarter in which they are declared. The following table provides additional information related to our dividend payments for 2020, 2019,2021 and 2018:2020:
| | (In millions, except per share data and percentage data) | (In millions, except per share data and percentage data) | 2020 | | 2019 | | 2018 | (In millions, except per share data and percentage data) | 2021 | | 2020 | |
| Total cash dividend payments | Total cash dividend payments | $ | 1,704 | | | $ | 1,618 | | | $ | 1,455 | | Total cash dividend payments | $ | 1,984 | | | $ | 1,704 | | |
| Dividends paid per share | Dividends paid per share | $ | 2.25 | | | $ | 2.06 | | | $ | 1.78 | | Dividends paid per share | $ | 2.80 | | | $ | 2.25 | | |
| | Dividend payout ratio | Dividend payout ratio | 29 | % | | 38 | % | | 63 | % | Dividend payout ratio | 24 | % | | 29 | % | |
Capital Resources
We expect to continue to have access to the capital markets on both short-term and long-term bases when needed for liquidity purposes by issuing commercial paper or new long-term debt. The availability and the borrowing costs of these funds could be
adversely affected, however, by a downgrade of our debt ratings or a deterioration of certain financial ratios. The table below reflects our debt ratings by Standard & Poor’s (S&P) and Moody’s as of March 22, 2021,21, 2022, which is disclosed to provide an enhanced understanding of our sources of liquidity and the effect of our ratings on our cost of funds. Our debt ratings have enabled, and should continue to enable, us to refinance our debt as it becomes due at favorable rates in capital markets. Our commercial paper and senior debt ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.
| | | | | | | | | | | |
| Debt Ratings | S&P | | Moody’s |
| Commercial Paper | A-2 | | P-2 |
| Senior Debt | BBB+ | | Baa1 |
| Outlook | Stable | | Stable |
There are no provisions in any agreements that would require early cash settlement of existing debt or leases as a result of a downgrade in our debt rating or a decrease in our stock price. In addition, we do not believe it will be necessary to repatriate significant cash and cash equivalents and short-term investments held in foreign affiliates to fund domestic operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet financing that has, or is reasonably likely to have, a current or future material effect on our financial condition, cash flows, results of operations, liquidity, capital expenditures or capital resources.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following table summarizes our significant contractual obligations at January 29, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
Contractual Obligations (in millions) | Total | | Less Than 1 Year | | 1-3 Years | | 4-5 Years | | After 5 Years |
| Long-term debt (principal amounts, excluding discount and debt issuance costs) | $ | 21,312 | | | $ | 1,025 | | | $ | 1,268 | | | $ | 1,950 | | | $ | 17,069 | |
| Long-term debt (interest payments) | 19,390 | | | 774 | | | 1,458 | | | 1,377 | | | 15,781 | |
Finance lease obligations 1, 2 | 796 | | | 113 | | | 231 | | | 195 | | | 257 | |
Operating leases 1, 2 | 5,519 | | | 684 | | | 1,413 | | | 1,122 | | | 2,300 | |
Purchase obligations 3 | 1,118 | | | 654 | | | 364 | | | 100 | | | — | |
| Total contractual obligations | $ | 48,135 | | | $ | 3,250 | | | $ | 4,734 | | | $ | 4,744 | | | $ | 35,407 | |
| | | | | | | | | |
| Amount of Commitment Expiration by Period |
Commercial Commitments (in millions) | Total | | Less Than 1 Year | | 1-3 Years | | 4-5 Years | | After 5 Years |
Letters of Credit 4 | $ | 61 | | | $ | 4 | | | $ | 57 | | | $ | — | | | $ | — | |
1 Amounts do not include taxes, common area maintenance, insurance, or contingent rent because these amounts have historically been insignificant.
2 Amounts include imputed interest.
3 Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding, and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations include firm commitments related to certain marketing and information technology programs, as well as purchases of merchandise inventory.
4 Letters of credit are issued primarily for insurance and construction contracts.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the consolidated financial statements and notes to consolidated financial statements presented in this Annual Report requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.
Our significant accounting policies are described in Note 1 to the consolidated financial statements included herein. We believe that the following accounting policies affect the most significant estimates and management judgments used in preparing the consolidated financial statements.
Merchandise Inventory
Description
We record an obsolete inventory reserve for the anticipated loss associated with selling inventories below cost. This reserve is based on our current knowledge with respect to inventory levels, sales trends and historical experience. During 2020,2021, our reserve increaseddecreased approximately $77$14 million to $182$168 million as of January 29, 2021.28, 2022.
We also record an inventory reserve for the estimated shrinkage between physical inventories. This reserve is based primarily on actual shrinkageshrink results from previous physical inventories. Due to COVID-19, the Company did not complete physical inventories for approximately 7% of retail locations originally planned in 2020. For those locations where physical inventories were not completed, the Company recorded an immaterial adjustment for its estimate of shrinkage as of January 29,During 2021, and these locations will have physical inventories completed by March 31, 2021. During 2020, the inventory shrink reserve increased approximately $121$49 million to $365$414 million as of January 29, 2021,28, 2022, in response to higher volumes and estimated shrinkage rates based on results from previous physical inventories.
In addition, we receive funds from vendors in the normal course of business, principally as a result of purchase volumes, sales, early payments or promotions of vendors’ products. Generally, these vendor funds do not represent the reimbursement of specific, incremental and identifiable costs that we incurred to sell the vendor’s product. 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. 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.
Judgments and uncertainties involved in the estimate
We do not believe that our merchandise inventories are subject to significant risk of obsolescence in the near term, and we have the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns or a deterioration in product quality could result in the need for additional reserves. Likewise, changes in the estimated shrink reserve may be necessary, based on the timing and results of physical inventories. We also apply judgment in the determination of levels of obsolete inventory and assumptions about net realizable value.
For vendor funds, we develop accrual rates based on the provisions of the agreements in place. Due to the complexity and diversity of the individual vendor agreements, we perform analyses and review historical purchase trends and volumes throughout the year, adjust accrual rates as appropriate and confirm 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 purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.
Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to establish our inventory valuation or the related reserves for obsolete inventory or inventory shrinkage during the past three fiscal years. We believe that we have sufficient current and historical knowledge to record reasonable estimates for both of these inventory reserves. However, it is possible that actual results could differ from recorded reserves. A 10% change in either the amount of products considered obsolete or the weighted average estimated loss rate used in the calculation of our obsolete inventory reserve would have affected net earnings by approximately $14$13 million for 2020.2021. A 10% change in the estimated shrinkage rate included in the calculation of our inventory shrink reserve would have affected net earnings by approximately $27$31 million for 2020.2021.
We have not made any material changes in the methodology used to recognize vendor funds during the past three fiscal years. If actual results are not consistent with the assumptions and estimates used, we could be exposed to additional adjustments that could positively or negatively impact gross margin and inventory. However, substantially all receivables associated with these activities do not require subjective long-term estimates because they are collected within the following fiscal year. Adjustments to gross margin and inventory in the following fiscal year have historically not been material.
Long-Lived Asset Impairment
Description
We review the carrying amounts of locations whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. When evaluating locations for impairment, our asset group is at an individual location level, as that is the lowest level for which cash flows are identifiable. Cash flows for individual locations do not include an allocation of corporate overhead.
We evaluate locations for triggering events relating to long-lived asset impairment on a quarterly basis to determine when a location’s assetassets may not be recoverable. For operating locations, our primary indicator that assets may not be recoverable is consistently negative cash flow for a 12-monthtwelve month period for those locations that have been open in the same location for a sufficient period of time to allow for meaningful analysis of ongoing operating results. Management also monitors other factors when evaluating operating locations for impairment, including individual locations’ execution of their operating plans and local market conditions, including incursion, which is the opening of either other Lowe’s locations or those of a direct competitor within the same market. We also consider there to be a triggering event when there is a current expectation that it is more likely than not that a given location will be closed or otherwise disposed of significantly before the end of its previously estimated useful life.
A potential impairment has occurred if projected future undiscounted cash flows expected to result from the use and eventual disposition of the location’s assets are less than the carrying amount of the assets. The carrying value of a location’s asset group includes inventory, property, operating and finance lease right-of-use assets and operating liabilities including inventory payables, salaries payable and operating lease liabilities. Financial and nonoperating liabilities are excluded from the carrying
value of the asset group. When determining the stream of projected future cash flows associated with an individual operating location, management makes assumptions, incorporating local market conditions, about key store variables including sales growth rates, gross margin and controllable expenses, such as store payroll and operating expense, as well as asset residual values or lease rates. Operating lease payments are included in the projected future cash flows. Financing lease payments are excluded from the projected future cash flows. An impairment loss is recognized when the carrying amount of the operating location is not recoverable and exceeds its fair value.
We use an income approach to determine the fair value of our individual operating locations, which requires discounting projected future cash flows. This involves making assumptions regarding both a location’s future cash flows, as described above, and an appropriate discount rate to determine the present value of those future cash flows. We discount our cash flow estimates at a rate commensurate with the risk that selected market participants would assign to the cash flows. The selected market participants represent a group of other retailers with a market footprint similar in size to ours.
We use a market approach to determine the fair value of our individual locations identified for closure. This involves making assumptions regarding the estimated selling prices or estimated lease rates by obtaining information from property brokers or appraisers in the specific markets being evaluated. The information includes comparable sales of similar assets and assumptions about demand in the market for purchase or lease of these assets.
Judgments and uncertainties involved in the estimate
Our impairment evaluations require us to apply judgment in determining whether a triggering event has occurred, including the evaluation of whether it is more likely than not that a location will be closed significantly before the end of its previously estimated useful life. Our impairment loss calculations require us to apply judgment in estimating expected future cash flows, including estimated sales, margin, and controllable expenses, assumptions about market performance for operating locations, and estimated selling prices or lease rates for locations identified for closure. We also apply judgment in estimating asset fair values, including the selection of an appropriate discount rate for fair values determined using an income approach.
Effect if actual results differ from assumptions
During fiscal years 20202021 and 2019,2020, long-lived asset impairment recorded within selling, general and administrative expenses in the consolidated statements of earnings was immaterial. We have not made any material changes in the methodology used to estimate the future cash flows of operating locations or locations identified for closure during the past three fiscal years. If the actual results are not consistent with the assumptions and judgments we have made in determining whether it is more likely than not that a location will be closed significantly before the end of its useful life or in estimating future cash flows and determining asset fair values, our actual impairment losses could vary from our estimated impairment losses. In the event that our estimates vary from actual results, we may record additional impairment losses, which could be material to our results of operations.
Self-Insurance
Description
We are self-insured for certain losses relating to workers’ compensation, automobile, general and product liability, extended protection plans, and certain medical and dental claims. We have excess insurance coverage above certain retention amounts to limit exposure from single events and earnings volatility. Our self-insured retention or deductible, as applicable, is limited to $2 million per occurrence involving workers’ compensation, $10 million per occurrence involving general or product liability, and $10 million per occurrence involving automobile. We do not have any excess insurance coverage for self-insured extended protection plan or medical and dental claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon our estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. During 2020,2021, our self-insurance liabilities decreasedincreased approximately $11$23 million to $1.1 billion as of January 29, 2021.28, 2022.
Judgments and uncertainties involved in the estimate
These estimates are subject to changes in the regulatory environment, utilized discount rate, projected exposures including payroll, sales and vehicle units, as well as the frequency, lag and severity of claims.
Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to establish our self-insurance liability during the past three fiscal years. Although we believe that we have the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. A 10% change in our self-insurance liability would have affected net earnings by approximately $82$84 million for 2020.2021. A 100 basis point change in our discount rate would have affected net earnings by approximately $23 million for 2020.
Item 7A - Quantitative and Qualitative Disclosures about Market Risk
In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates, commodity prices and foreign currency exchange rates.
Interest Rate Risk
We use forward starting interest rate swaps to hedge our exposure to the impact of interest rate changes in future debt issuances. The fair value of our derivative financial instruments as of January 29, 2021,28, 2022, was not material. Fluctuations in interest rates do not have a material impact on our financial condition and results of operations because our long-term debt is carried at amortized cost and consists primarily of fixed-rate instruments. Therefore, providing quantitative information about interest rate risk is not meaningful for our financial instruments.
Commodity Price Risk
We purchase certain commodity products that are subject to price volatility caused by factors beyond our control, which could potentially have a material impact on our financial condition and/or results of operations. We believe that the price volatility of these products is partially mitigated by our ability to adjust selling prices. The selling prices of these commodity products are influenced, in part, by the market price we pay and our competitive environment.
Foreign Currency Exchange Rate Risk
Although we have international operating entities, our exposure to foreign currency rate fluctuations is not material to our financial condition and result of operations.
Item 8 - Financial Statements and Supplementary Data
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Lowe’s Companies, Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (Internal Control) as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our Internal Control was designed to provide reasonable assurance to our management and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial reporting and financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness may vary over time.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Internal Control as of January 29, 2021.28, 2022. In evaluating our Internal Control, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our management’s assessment, we have concluded that, as of January 29, 2021,28, 2022, our Internal Control is effective.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements contained in this Annual Report, was engaged to audit our Internal Control. Their report appears on page 3637.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Lowe’s Companies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January 29, 202128, 2022 and January 31, 2020,29, 2021, the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows, for each of the three fiscal years in the period ended January 29, 2021,28, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 29, 202128, 2022 and January 31, 2020,29, 2021, and the results of its operations and its cash flows for each of the three fiscal years in the period ended January 29, 2021,28, 2022, 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 January 29, 2021,28, 2022, 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 22, 2021,21, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Accounting Pronouncement Recently Adopted
As discussed in Note 5 to the financial statements, the Company changed its method of accounting for leases in the fiscal year ended January 31, 2020 due to the adoption of Financial Accounting Standards Board Accounting Standards Update 2016-02, Leases (Topic 842).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Merchandise Inventory – Vendor Funds – Refer to Note 1 to the financial statements
Critical Audit Matter Description
The Company receives funds from its vendors in the normal course of business, principally as a result of purchase volumes and sales. In the fiscal year ended January 29, 2021,28, 2022, 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.
We identified vendor funds as a critical audit matter because of the volume and varying terms of the individual vendor agreements. This required an increased extent of effort when performing audit procedures to evaluate whether the vendor funds were recorded in accordance with the terms of the vendor agreements.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to whether the vendor funds were recorded in accordance with the terms of the vendor agreements included the following, among others:
•We tested the effectiveness of controls over vendor funds, including management’s controls over the accrual and recording of vendor funds as a reduction to the cost of inventory or cost of sales in accordance with the terms of the vendor agreements.
•We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory and/or the amount recorded as a reduction to cost of sales.
•We selected a sample of vendor funds and confirmed the amount earned and terms of the agreement directly with the vendor.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 22, 202121, 2022
We have served as the Company's auditor since 1962.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Lowe’s Companies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January 29, 2021,28, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2021,28, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended January 29, 2021,28, 2022, of the Company and our report dated March 22, 2021,21, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 22, 202121, 2022
Lowe’s Companies, Inc.
Consolidated Statements of Earnings
(In millions, except per share and percentage data)
| | | Fiscal Years Ended | | Fiscal Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Current Earnings | Current Earnings | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales | Current Earnings | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales |
| Net sales | Net sales | $ | 89,597 | | | 100.00 | % | | $ | 72,148 | | | 100.00 | % | | $ | 71,309 | | | 100.00 | % | Net sales | $ | 96,250 | | | 100.00 | % | | $ | 89,597 | | | 100.00 | % | | $ | 72,148 | | | 100.00 | % |
| Cost of sales | Cost of sales | 60,025 | | | 66.99 | | | 49,205 | | | 68.20 | | | 48,401 | | | 67.88 | | Cost of sales | 64,194 | | | 66.70 | | | 60,025 | | | 66.99 | | | 49,205 | | | 68.20 | |
| Gross margin | Gross margin | 29,572 | | | 33.01 | | | 22,943 | | | 31.80 | | | 22,908 | | | 32.12 | | Gross margin | 32,056 | | | 33.30 | | | 29,572 | | | 33.01 | | | 22,943 | | | 31.80 | |
| Expenses: | Expenses: | | Expenses: | |
| Selling, general and administrative | Selling, general and administrative | 18,526 | | | 20.68 | | | 15,367 | | | 21.30 | | | 17,413 | | | 24.41 | | Selling, general and administrative | 18,301 | | | 19.01 | | | 18,526 | | | 20.68 | | | 15,367 | | | 21.30 | |
| Depreciation and amortization | Depreciation and amortization | 1,399 | | | 1.56 | | | 1,262 | | | 1.75 | | | 1,477 | | | 2.07 | | Depreciation and amortization | 1,662 | | | 1.73 | | | 1,399 | | | 1.56 | | | 1,262 | | | 1.75 | |
| Operating income | Operating income | 9,647 | | | 10.77 | | | 6,314 | | | 8.75 | | | 4,018 | | | 5.64 | | Operating income | 12,093 | | | 12.56 | | | 9,647 | | | 10.77 | | | 6,314 | | | 8.75 | |
| Interest – net | Interest – net | 848 | | | 0.95 | | | 691 | | | 0.96 | | | 624 | | | 0.88 | | Interest – net | 885 | | | 0.92 | | | 848 | | | 0.95 | | | 691 | | | 0.96 | |
| Loss on extinguishment of debt | Loss on extinguishment of debt | 1,060 | | | 1.18 | | | 0 | | | 0 | | | 0 | | | 0 | | Loss on extinguishment of debt | — | | | — | | | 1,060 | | | 1.18 | | | — | | | — | |
| Pre-tax earnings | Pre-tax earnings | 7,739 | | | 8.64 | | | 5,623 | | | 7.79 | | | 3,394 | | | 4.76 | | Pre-tax earnings | 11,208 | | | 11.64 | | | 7,739 | | | 8.64 | | | 5,623 | | | 7.79 | |
| Income tax provision | Income tax provision | 1,904 | | | 2.13 | | | 1,342 | | | 1.86 | | | 1,080 | | | 1.52 | | Income tax provision | 2,766 | | | 2.87 | | | 1,904 | | | 2.13 | | | 1,342 | | | 1.86 | |
| Net earnings | Net earnings | $ | 5,835 | | | 6.51 | % | | $ | 4,281 | | | 5.93 | % | | $ | 2,314 | | | 3.24 | % | Net earnings | $ | 8,442 | | | 8.77 | % | | $ | 5,835 | | | 6.51 | % | | $ | 4,281 | | | 5.93 | % |
| | Basic earnings per common share | Basic earnings per common share | $ | 7.77 | | | $ | 5.49 | | | $ | 2.84 | | | Basic earnings per common share | $ | 12.07 | | | $ | 7.77 | | | $ | 5.49 | | |
| Diluted earnings per common share | Diluted earnings per common share | $ | 7.75 | | | $ | 5.49 | | | $ | 2.84 | | | Diluted earnings per common share | $ | 12.04 | | | $ | 7.75 | | | $ | 5.49 | | |
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Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income
(In millions, except percentage data)
| | | Fiscal Years Ended | | Fiscal Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales |
| Net earnings | Net earnings | $ | 5,835 | | | 6.51 | % | | $ | 4,281 | | | 5.93 | % | | $ | 2,314 | | | 3.24 | % | Net earnings | $ | 8,442 | | | 8.77 | % | | $ | 5,835 | | | 6.51 | % | | $ | 4,281 | | | 5.93 | % |
| Foreign currency translation adjustments – net of tax | Foreign currency translation adjustments – net of tax | 78 | | | 0.09 | | | 94 | | | 0.13 | | | (221) | | | (0.30) | | Foreign currency translation adjustments – net of tax | (4) | | | — | | | 78 | | | 0.09 | | | 94 | | | 0.13 | |
| Cash flow hedges – net of tax | Cash flow hedges – net of tax | (79) | | | (0.09) | | | (22) | | | (0.03) | | | (1) | | | 0 | | Cash flow hedges – net of tax | 109 | | | 0.11 | | | (79) | | | (0.09) | | | (22) | | | (0.03) | |
| Other | Other | 1 | | | 0 | | | 1 | | | 0 | | | 2 | | | 0 | | Other | (5) | | | (0.01) | | | 1 | | | — | | | 1 | | | — | |
| Other comprehensive income/(loss) | 0 | | | 0 | | | 73 | | | 0.10 | | | (220) | | | (0.30) | | |
| Other comprehensive income | | Other comprehensive income | 100 | | | 0.10 | | | — | | | — | | | 73 | | | 0.10 | |
| Comprehensive income | Comprehensive income | $ | 5,835 | | | 6.51 | % | | $ | 4,354 | | | 6.03 | % | | $ | 2,094 | | | 2.94 | % | Comprehensive income | $ | 8,542 | | | 8.87 | % | | $ | 5,835 | | | 6.51 | % | | $ | 4,354 | | | 6.03 | % |
Lowe’s Companies, Inc.
Consolidated Balance Sheets
(In millions, except par value)
| | | | January 29, 2021 | | January 31, 2020 | | | January 28, 2022 | | January 29, 2021 |
| | Assets | Assets | | Assets | |
| Current assets: | Current assets: | | Current assets: | |
| Cash and cash equivalents | Cash and cash equivalents | | $ | 4,690 | | | $ | 716 | | Cash and cash equivalents | | $ | 1,133 | | | $ | 4,690 | |
| Short-term investments | Short-term investments | | 506 | | | 160 | | Short-term investments | | 271 | | | 506 | |
| Merchandise inventory – net | Merchandise inventory – net | | 16,193 | | | 13,179 | | Merchandise inventory – net | | 17,605 | | | 16,193 | |
| Other current assets | Other current assets | | 937 | | | 1,263 | | Other current assets | | 1,051 | | | 937 | |
| Total current assets | Total current assets | | 22,326 | | | 15,318 | | Total current assets | | 20,060 | | | 22,326 | |
| Property, less accumulated depreciation | Property, less accumulated depreciation | | 19,155 | | | 18,769 | | Property, less accumulated depreciation | | 19,071 | | | 19,155 | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | | 3,832 | | | 3,891 | | Operating lease right-of-use assets | | 4,108 | | | 3,832 | |
| Long-term investments | Long-term investments | | 200 | | | 372 | | Long-term investments | | 199 | | | 200 | |
| Deferred income taxes – net | Deferred income taxes – net | | 340 | | | 216 | | Deferred income taxes – net | | 164 | | | 340 | |
| Other assets | Other assets | | 882 | | | 905 | | Other assets | | 1,038 | | | 882 | |
| | Total assets | Total assets | | $ | 46,735 | | | $ | 39,471 | | Total assets | | $ | 44,640 | | | $ | 46,735 | |
| | Liabilities and shareholders’ equity | | |
| Liabilities and shareholders’ (deficit)/equity | | Liabilities and shareholders’ (deficit)/equity | |
| Current liabilities: | Current liabilities: | | Current liabilities: | |
| Short-term borrowings | | $ | 0 | | | $ | 1,941 | | |
| | Current maturities of long-term debt | Current maturities of long-term debt | | 1,112 | | | 597 | | Current maturities of long-term debt | | $ | 868 | | | $ | 1,112 | |
| Current operating lease liabilities | Current operating lease liabilities | | 541 | | | 501 | | Current operating lease liabilities | | 636 | | | 541 | |
| Accounts payable | Accounts payable | | 10,884 | | | 7,659 | | Accounts payable | | 11,354 | | | 10,884 | |
| Accrued compensation and employee benefits | Accrued compensation and employee benefits | | 1,350 | | | 684 | | Accrued compensation and employee benefits | | 1,561 | | | 1,350 | |
| Deferred revenue | Deferred revenue | | 1,608 | | | 1,219 | | Deferred revenue | | 1,914 | | | 1,608 | |
| Other current liabilities | Other current liabilities | | 3,235 | | | 2,581 | | Other current liabilities | | 3,335 | | | 3,235 | |
| Total current liabilities | Total current liabilities | | 18,730 | | | 15,182 | | Total current liabilities | | 19,668 | | | 18,730 | |
| Long-term debt, excluding current maturities | Long-term debt, excluding current maturities | | 20,668 | | | 16,768 | | Long-term debt, excluding current maturities | | 23,859 | | | 20,668 | |
| Noncurrent operating lease liabilities | Noncurrent operating lease liabilities | | 3,890 | | | 3,943 | | Noncurrent operating lease liabilities | | 4,021 | | | 3,890 | |
| Deferred revenue – extended protection plans | | 1,019 | | | 894 | | |
| Deferred revenue – Lowe’s protection plans | | Deferred revenue – Lowe’s protection plans | | 1,127 | | | 1,019 | |
| Other liabilities | Other liabilities | | 991 | | | 712 | | Other liabilities | | 781 | | | 991 | |
| Total liabilities | Total liabilities | | 45,298 | | | 37,499 | | Total liabilities | | 49,456 | | | 45,298 | |
| | Commitments and contingencies | Commitments and contingencies | | 0 | | 0 | Commitments and contingencies | | 0 | | 0 |
| | Shareholders’ equity: | | |
| Preferred stock – $5 par value: Authorized – 5.0 million shares; Issued and outstanding – NaN | | 0 | | | 0 | | |
| Common stock – $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 731 million and 763 million, respectively | | 366 | | | 381 | | |
| Shareholders’ (deficit)/equity: | | Shareholders’ (deficit)/equity: | |
| Preferred stock – $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none | | 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 – 670 million and 731 million, respectively | | Common stock – $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 670 million and 731 million, respectively | | 335 | | | 366 | |
| Capital in excess of par value | Capital in excess of par value | | 90 | | | 0 | | Capital in excess of par value | | — | | | 90 | |
| Retained earnings | | 1,117 | | | 1,727 | | |
| (Accumulated deficit)/retained earnings | | (Accumulated deficit)/retained earnings | | (5,115) | | | 1,117 | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | | (136) | | | (136) | | Accumulated other comprehensive loss | | (36) | | | (136) | |
| Total shareholders’ equity | | 1,437 | | | 1,972 | | |
| Total liabilities and shareholders’ equity | | $ | 46,735 | | | $ | 39,471 | | |
| Total shareholders’ (deficit)/equity | | Total shareholders’ (deficit)/equity | | (4,816) | | | 1,437 | |
| Total liabilities and shareholders’ (deficit)/equity | | Total liabilities and shareholders’ (deficit)/equity | | $ | 44,640 | | | $ | 46,735 | |
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Lowe’s Companies, Inc.
Consolidated Statements of Shareholders’ (Deficit)/Equity
(In millions, except per share data)
| | | Common Stock | | Capital in Excess
of Par Value | | Retained Earnings | | Accumulated Other Comprehensive
Income/(Loss) | | Total Shareholders’
Equity | | Common Stock | | Capital in Excess
of Par Value | | Retained Earnings/(Accumulated Deficit) | | Accumulated Other Comprehensive
Loss | | Total |
| | Shares | | Amount | | | Shares | | Amount | |
| Balance February 2, 2018 | 830 | | | $ | 415 | | | $ | 22 | | | $ | 5,425 | | | $ | 11 | | | $ | 5,873 | | |
| Cumulative effect of accounting change | — | | | — | | | — | | | 33 | | | — | | | 33 | | |
| Net earnings | — | | | — | | | — | | | 2,314 | | | — | | | 2,314 | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (220) | | | (220) | | |
| Cash dividends declared, $1.85 per share | — | | | — | | | — | | | (1,500) | | | — | | | (1,500) | | |
| Share-based payment expense | — | | | — | | | 74 | | | — | | | — | | | 74 | | |
| Repurchases of common stock | (32) | | | (16) | | | (209) | | | (2,820) | | | — | | | (3,045) | | |
| Issuance of common stock under share-based payment plans | 3 | | | 2 | | | 113 | | | — | | | — | | | 115 | | |
| Balance February 1, 2019 | Balance February 1, 2019 | 801 | | | $ | 401 | | | $ | 0 | | | $ | 3,452 | | | $ | (209) | | | $ | 3,644 | | Balance February 1, 2019 | 801 | | | $ | 401 | | | $ | — | | | $ | 3,452 | | | $ | (209) | | | $ | 3,644 | |
| Cumulative effect of accounting change | Cumulative effect of accounting change | — | | | — | | | — | | | (263) | | | — | | | (263) | | Cumulative effect of accounting change | — | | | — | | | — | | | (263) | | | — | | | (263) | |
| Net earnings | Net earnings | — | | | — | | | — | | | 4,281 | | | — | | | 4,281 | | Net earnings | — | | | — | | | — | | | 4,281 | | | — | | | 4,281 | |
| Other comprehensive income | Other comprehensive income | — | | | — | | | — | | | — | | | 73 | | | 73 | | Other comprehensive income | — | | | — | | | — | | | — | | | 73 | | | 73 | |
| Cash dividends declared, $2.13 per share | Cash dividends declared, $2.13 per share | — | | | — | | | — | | | (1,653) | | | — | | | (1,653) | | Cash dividends declared, $2.13 per share | — | | | — | | | — | | | (1,653) | | | — | | | (1,653) | |
| Share-based payment expense | Share-based payment expense | — | | | — | | | 98 | | | — | | | — | | | 98 | | Share-based payment expense | — | | | — | | | 98 | | | — | | | — | | | 98 | |
| Repurchases of common stock | Repurchases of common stock | (41) | | | (21) | | | (214) | | | (4,090) | | | — | | | (4,325) | | Repurchases of common stock | (41) | | | (21) | | | (214) | | | (4,090) | | | — | | | (4,325) | |
| Issuance of common stock under share-based payment plans | Issuance of common stock under share-based payment plans | 3 | | | 1 | | | 116 | | | — | | | — | | | 117 | | Issuance of common stock under share-based payment plans | 3 | | | 1 | | | 116 | | | — | | | — | | | 117 | |
| Balance January 31, 2020 | Balance January 31, 2020 | 763 | | | $ | 381 | | | $ | 0 | | | $ | 1,727 | | | $ | (136) | | | $ | 1,972 | | Balance January 31, 2020 | 763 | | | $ | 381 | | | $ | — | | | $ | 1,727 | | | $ | (136) | | | $ | 1,972 | |
| | Net earnings | Net earnings | — | | | — | | | — | | | 5,835 | | | — | | | 5,835 | | Net earnings | — | | | — | | | — | | | 5,835 | | | — | | | 5,835 | |
| | Cash dividends declared, $2.30 per share | Cash dividends declared, $2.30 per share | — | | | — | | | — | | | (1,724) | | | — | | | (1,724) | | Cash dividends declared, $2.30 per share | — | | | — | | | — | | | (1,724) | | | — | | | (1,724) | |
| Share-based payment expense | Share-based payment expense | — | | | — | | | 155 | | | — | | | — | | | 155 | | Share-based payment expense | — | | | — | | | 155 | | | — | | | — | | | 155 | |
| Repurchases of common stock | Repurchases of common stock | (34) | | | (16) | | | (214) | | | (4,721) | | | — | | | (4,951) | | Repurchases of common stock | (34) | | | (16) | | | (214) | | | (4,721) | | | — | | | (4,951) | |
| Issuance of common stock under share-based payment plans | Issuance of common stock under share-based payment plans | 2 | | | 1 | | | 149 | | | — | | | — | | | 150 | | Issuance of common stock under share-based payment plans | 2 | | | 1 | | | 149 | | | — | | | — | | | 150 | |
| Balance January 29, 2021 | Balance January 29, 2021 | 731 | | | $ | 366 | | | $ | 90 | | | $ | 1,117 | | | $ | (136) | | | $ | 1,437 | | Balance January 29, 2021 | 731 | | | $ | 366 | | | $ | 90 | | | $ | 1,117 | | | $ | (136) | | | $ | 1,437 | |
| | Net earnings | | Net earnings | — | | | — | | | — | | | 8,442 | | | — | | | 8,442 | |
| Other comprehensive income | | Other comprehensive income | — | | | — | | | — | | | — | | | 100 | | | 100 | |
| Cash dividends declared, $3.00 per share | | Cash dividends declared, $3.00 per share | — | | | — | | | — | | | (2,081) | | | — | | | (2,081) | |
| Share-based payment expense | | Share-based payment expense | — | | | — | | | 228 | | | — | | | — | | | 228 | |
| Repurchases of common stock | | Repurchases of common stock | (63) | | | (32) | | | (449) | | | (12,593) | | | — | | | (13,074) | |
| Issuance of common stock under share-based payment plans | | Issuance of common stock under share-based payment plans | 2 | | | 1 | | | 131 | | | — | | | — | | | 132 | |
| Balance January 28, 2022 | | Balance January 28, 2022 | 670 | | | $ | 335 | | | $ | — | | | $ | (5,115) | | | $ | (36) | | | $ | (4,816) | |
Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows
(In millions)
| | | Fiscal Years Ended | | Fiscal Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Cash flows from operating activities: | Cash flows from operating activities: | | Cash flows from operating activities: | |
| Net earnings | Net earnings | $ | 5,835 | | | $ | 4,281 | | | $ | 2,314 | | Net earnings | $ | 8,442 | | | $ | 5,835 | | | $ | 4,281 | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | Adjustments to reconcile net earnings to net cash provided by operating activities: | | Adjustments to reconcile net earnings to net cash provided by operating activities: | |
| Depreciation and amortization | Depreciation and amortization | 1,594 | | | 1,410 | | | 1,607 | | Depreciation and amortization | 1,882 | | | 1,594 | | | 1,410 | |
| Noncash lease expense | Noncash lease expense | 479 | | | 468 | | | 0 | | Noncash lease expense | 517 | | | 479 | | | 468 | |
| Deferred income taxes | Deferred income taxes | (108) | | | 177 | | | (151) | | Deferred income taxes | 135 | | | (108) | | | 177 | |
| Loss on property and other assets – net | Loss on property and other assets – net | 139 | | | 117 | | | 630 | | Loss on property and other assets – net | 34 | | | 139 | | | 117 | |
| Impairment of goodwill | 0 | | | 0 | | | 952 | | |
| | Loss on extinguishment of debt | Loss on extinguishment of debt | 1,060 | | | 0 | | | 0 | | Loss on extinguishment of debt | — | | | 1,060 | | | — | |
| Share-based payment expense | Share-based payment expense | 155 | | | 98 | | | 74 | | Share-based payment expense | 230 | | | 155 | | | 98 | |
| Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | Changes in operating assets and liabilities: | |
| Merchandise inventory – net | Merchandise inventory – net | (2,967) | | | (600) | | | (1,289) | | Merchandise inventory – net | (1,413) | | | (2,967) | | | (600) | |
| Other operating assets | Other operating assets | 326 | | | (364) | | | (101) | | Other operating assets | (23) | | | 326 | | | (364) | |
| Accounts payable | Accounts payable | 3,211 | | | (637) | | | 1,720 | | Accounts payable | 466 | | | 3,211 | | | (637) | |
| Deferred revenue | Deferred revenue | 512 | | | (15) | | | 23 | | Deferred revenue | 413 | | | 512 | | | (15) | |
| Other operating liabilities | Other operating liabilities | 813 | | | (639) | | | 414 | | Other operating liabilities | (570) | | | 813 | | | (639) | |
| Net cash provided by operating activities | Net cash provided by operating activities | 11,049 | | | 4,296 | | | 6,193 | | Net cash provided by operating activities | 10,113 | | | 11,049 | | | 4,296 | |
| | Cash flows from investing activities: | Cash flows from investing activities: | | Cash flows from investing activities: | |
| Purchases of investments | Purchases of investments | (3,094) | | | (743) | | | (1,373) | | Purchases of investments | (3,065) | | | (3,094) | | | (743) | |
| Proceeds from sale/maturity of investments | Proceeds from sale/maturity of investments | 2,926 | | | 695 | | | 1,393 | | Proceeds from sale/maturity of investments | 3,293 | | | 2,926 | | | 695 | |
| Capital expenditures | Capital expenditures | (1,791) | | | (1,484) | | | (1,174) | | Capital expenditures | (1,853) | | | (1,791) | | | (1,484) | |
| Proceeds from sale of property and other long-term assets | Proceeds from sale of property and other long-term assets | 90 | | | 163 | | | 76 | | Proceeds from sale of property and other long-term assets | 113 | | | 90 | | | 163 | |
| | Other – net | Other – net | (25) | | | 0 | | | (2) | | Other – net | (134) | | | (25) | | | — | |
| Net cash used in investing activities | Net cash used in investing activities | (1,894) | | | (1,369) | | | (1,080) | | Net cash used in investing activities | (1,646) | | | (1,894) | | | (1,369) | |
| | Cash flows from financing activities: | Cash flows from financing activities: | | Cash flows from financing activities: | |
| Net change in commercial paper | Net change in commercial paper | (941) | | | 220 | | | (415) | | Net change in commercial paper | — | | | (941) | | | 220 | |
| Net proceeds from issuance of debt | Net proceeds from issuance of debt | 7,929 | | | 3,972 | | | 0 | | Net proceeds from issuance of debt | 4,972 | | | 7,929 | | | 3,972 | |
| Repayment of debt | Repayment of debt | (5,618) | | | (1,113) | | | (326) | | Repayment of debt | (2,118) | | | (5,618) | | | (1,113) | |
| Proceeds from issuance of common stock under share-based payment plans | Proceeds from issuance of common stock under share-based payment plans | 152 | | | 118 | | | 114 | | Proceeds from issuance of common stock under share-based payment plans | 132 | | | 152 | | | 118 | |
| Cash dividend payments | Cash dividend payments | (1,704) | | | (1,618) | | | (1,455) | | Cash dividend payments | (1,984) | | | (1,704) | | | (1,618) | |
| Repurchases of common stock | Repurchases of common stock | (4,971) | | | (4,313) | | | (3,037) | | Repurchases of common stock | (13,012) | | | (4,971) | | | (4,313) | |
| Other – net | Other – net | (38) | | | (1) | | | (5) | | Other – net | (6) | | | (38) | | | (1) | |
| Net cash used in financing activities | Net cash used in financing activities | (5,191) | | | (2,735) | | | (5,124) | | Net cash used in financing activities | (12,016) | | | (5,191) | | | (2,735) | |
| | Effect of exchange rate changes on cash | Effect of exchange rate changes on cash | 10 | | | 1 | | | (12) | | Effect of exchange rate changes on cash | (8) | | | 10 | | | 1 | |
| | Net increase/(decrease) in cash and cash equivalents, including cash classified within current assets held for sale | 3,974 | | | 193 | | | (23) | | |
| Less: Net decrease/(increase) in cash classified within current assets held for sale | 0 | | | 12 | | | (54) | | |
| Net increase/(decrease) in cash and cash equivalents | 3,974 | | | 205 | | | (77) | | |
| Net (decrease)/increase in cash and cash equivalents, including cash classified within current assets held for sale | | Net (decrease)/increase in cash and cash equivalents, including cash classified within current assets held for sale | (3,557) | | | 3,974 | | | 193 | |
| Less: Net decrease in cash classified within current assets held for sale | | Less: Net decrease in cash classified within current assets held for sale | — | | | — | | | 12 | |
| Net (decrease)/increase in cash and cash equivalents | | Net (decrease)/increase in cash and cash equivalents | (3,557) | | | 3,974 | | | 205 | |
| Cash and cash equivalents, beginning of year | Cash and cash equivalents, beginning of year | 716 | | | 511 | | | 588 | | Cash and cash equivalents, beginning of year | 4,690 | | | 716 | | | 511 | |
| Cash and cash equivalents, end of year | Cash and cash equivalents, end of year | $ | 4,690 | | | $ | 716 | | | $ | 511 | | Cash and cash equivalents, end of year | $ | 1,133 | | | $ | 4,690 | | | $ | 716 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 28, 2022, JANUARY 29, 2021, AND JANUARY 31, 2020 AND FEBRUARY 1, 2019
NOTE 1: Summary of Significant Accounting Policies
Lowe’s Companies, Inc. and subsidiaries (the Company) is the world’s second-largest home improvement retailer and operated 1,9741,971 stores in the United States and Canada at January 29, 2021.28, 2022. Below are those accounting policies considered by the Company to be significant.
Fiscal Year - The Company’s fiscal year ends on the Friday nearest the end of January. Each of the fiscal years presented contained 52 weeks. All references herein for the years 2021, 2020, 2019, and 20182019 represent the fiscal years ended January 28, 2022, January 29, 2021, and January 31, 2020, and February 1, 2019, respectively.
Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated.
Impacts of COVID-19 - On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. In response to the COVID-19 pandemic, federal, state and local governmentsrestrictions were put in place travel restrictions, quarantines, “shelter-in-place” orders, and various other restrictive measures in an attempt to control the spread of the disease. Such restrictions or orders have resulted in, and continue to result in, business closures, work stoppages, slowdowns and delays, among other effects that impact the Company’s operations, as well as customer demand and the operations of our suppliers.
At the onset of the pandemic, the Company implemented a number of measures to facilitate a safer store environment and to provide support for its associates, customers and community. During the first quarter,Beginning in fiscal 2020, the Company expanded associate benefits in response to COVID-19 to provide additional paid time off, special payments to hourly associates, temporary wage increases and other benefits. During the remainder of fiscal 2020, thebenefits, which continued through 2021. The Company provided additional bonus payments to hourly associates, in addition toalso continued enhanced cleaning protocols and charitable contributions.protocols. These actions resulted in $162 million and $1.2 billion of expense included in selling, general and administrative (SG&A) expense in the consolidated statements of earnings for the fiscal yearyears ended January 28, 2022 and January 29, 2021.
Also, in response to the uncertainties surrounding COVID-19, during the first quarter of 2020, the Company took proactive steps to further enhance its liquidity position by temporarily suspending its share repurchase program, increasing the capacity of its revolving credit facilities and the associated commercial paper program, as well as issuing senior notes in March 2020. During the third quarter, the Company reinstated its previously authorized share repurchase program.
The Company continues to evaluate the carrying amounts of its long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable, including potential market impacts from the COVID-19 pandemic. The Company performed its quarterly assessments of long-lived assets and did not record any material long-lived asset impairments.
In addition, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was enacted on March 27, 2020, includesincluded measures to assist companies in response to the COVID-19 pandemic. In accordance with the CARES Act, the Company has deferred the paymentpayments of qualifying employer payroll taxes which arewere required to be paid over two years, with half due by December 31, 2021, and the other half due by December 31, 2022. As of January 29, 2021, the Company deferred $481 million of qualifying employer payroll taxes, of which $241 million is included in accrued compensation and employee benefits, and $240 million is included in other liabilities in the consolidated balance sheet andThese amounts are included in cash flows from other operating liabilities in the accompanying consolidated statementstatements of cash flows. The following table presents the qualifying employer payroll taxes deferred in accordance with the CARES Act along with the location in the consolidated balance sheets:
| | | | | | | | | | | |
| (In millions) | January 28, 2022 | | January 29, 2021 |
| Accrued compensation and employee benefits | $ | 240 | | | $ | 241 | |
| Other liabilities | — | | | 240 | |
| Total deferred qualified employer payroll taxes | $ | 240 | | | $ | 481 | |
Foreign Currency - The functional currencies of the Company’s international subsidiaries are generally the local currencies of the countries in which the subsidiaries are located. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ (deficit)/equity in accumulated other comprehensive loss. Gains and losses from foreign currency transactions are included in SG&A expense.
Use of Estimates - The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. The Company bases these estimates
on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.
Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less when purchased. Cash and cash equivalents are carried at amortized cost on the consolidated balance sheets. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents.
Investments - Investments generally consist of agency securities, commercial paper, corporate debt securities, governmental securities, and money market funds, which are classified as available-for-sale. Available-for-sale debt securities are recorded at fair value, and unrealized gains and losses are recorded, net of tax, as a component of accumulated other comprehensive loss.
The proceeds from sales of available-for-sale debt securities were $308 million, $42 million, and $121 million for 2021, 2020, and $506 million for 2020, 2019, and 2018, respectively. Gross realized gains and losses on the sale of available-for-sale debt securities were not significant for any of the periods presented.
Investments with a stated maturity date of one year or less from the balance sheet date or that are expected to be used in current operations are classified as short-term investments. All other investments are classified as long-term. Investments classified as long-term at January 29, 2021,28, 2022, will mature in one to fourthree years, based on stated maturity dates.
The Company classifies as investments restricted balances primarily pledged as collateral for the Company’s extended protection plan program. Restricted balances included in short-term investments were $271 million at January 28, 2022, and $506 million at January 29, 2021, and $160 million at January 31, 2020.2021. Restricted balances included in long-term investments were $199 million at January 28, 2022, and $200 million at January 29, 2021, and $372 million at January 31, 2020.2021.
Merchandise Inventory - The majority of the Company’s inventory is stated at the lower of cost and net realizable value using the first-in, first-out method of inventory accounting. Inventory for certain subsidiaries representing approximately 7% and 6% of the consolidated inventory balances as of January 29, 202128, 2022 and January 31, 2020, respectively,29, 2021, are stated at lower of cost and net realizable value using the weighted average cost method. The cost of inventory includes certain costs associated with the preparation of inventory for resale, including distribution center costs, and is net of vendor funds.
The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends, and historical experience. Management does not believe the Company’s merchandise inventories are subject to significant risk of obsolescence in the near term, and management has the ability to adjust purchasing practicespatterns based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns could result in the need for additional reserves. The Company also records an inventory reserve for the estimated shrinkage between physical inventories. This reserve is based primarily on actual shrink results from previous physical inventories. Changes in the estimated shrink reserve are made based on the timing and results of physical inventories.
The Company receives funds from vendors in the normal course of business, principally as a result of purchase volumes, sales, early payments, or promotions of vendors’ products. 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. The Company develops accrual rates for vendor funds based on the provisions of the agreements in place. Due to the complexity and 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.
Derivative Financial Instruments - The Company is exposed to the impact of changes in foreign currency exchange rates, benchmark interest rates, and the prices of commodities used in the normal course of business. The Company occasionally utilizes derivative financial instruments to manage certain business risks. All derivative financial instruments are recognized at their fair values as either assets or liabilities at the balance sheet date and reported on a gross basis.
The Company held forward interest rate swap agreements to hedge its exposure to changes in benchmark interest rates on forecasted debt issuances as of January 29, 202128, 2022 and January 31, 2020.29, 2021. The cash flows related to forward interest rate swap agreements are included within operating activities in the consolidated statements of cash flows. The Company accounts for these 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/(loss),income, net of tax effects, in the consolidated statements of comprehensive income and isare recognized in earnings when the underlying hedged transaction impacts the consolidated statements of earnings.
The Company held fixed-to-floating interest rate swap agreements as fair value hedges on certain debt as of January 28, 2022. The Company evaluates the effectiveness of the 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.
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.
Credit Programs and Sale of Business Accounts Receivable - The Company has branded and private label proprietary credit cards which generate sales that are not reflected in receivables. Under an agreement with Synchrony Bank (Synchrony), credit is extended directly to customers by Synchrony. All credit program-related services are performed and controlled directly by Synchrony. The Company has the option, but no obligation, to purchase the receivables at the end of the agreement.
The Company also has an agreement with Synchrony under which Synchrony purchases at face value commercial business accounts receivable originated by the Company and services these accounts. The Company primarily accounts for these transfers as sales of the accounts receivable. When the Company transfers its commercial business accounts receivable, it retains certain interests in those receivables, including the funding of a loss reserve and its obligation related to Synchrony’s ongoing servicing of the receivables sold. Any gain or loss on the sale is determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests retained. Fair value is based on the present value of expected future cash flows, taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, Synchrony’s servicing costs, and the discount rate commensurate with the uncertainty involved. Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.
Total commercial business accounts receivable sold to Synchrony were $4.3 billion in 2021, $3.3 billion in 2020, and $3.2 billion in 2019, and $3.1 billion in 2018.2019. The Company recognized losses of $50 million in 2021, $54 million in 2020, $41 million in 2019, and $41 million in 20182019 on these receivable sales, which primarily relates to servicing costs that are remitted to Synchrony monthly.
Property and Depreciation - Property is recorded at cost. Costs associated with major additions are capitalized and depreciated. Capital assets are expected to yield future benefits and have original useful lives which exceed one year. The total cost of a capital asset generally includes all applicable sales taxes, delivery costs, installation costs, and other appropriate costs incurred by the Company, including interest in the case of self-constructed assets. Upon disposal, the cost of properties and related accumulated depreciation is removed from the accounts, with gains and losses reflected in SG&A expense in the consolidated statements of earnings.
Property consists of land, buildings and building improvements, equipment, finance lease assets, and construction in progress. Buildings and building improvements includes owned buildings, as well as buildings under finance lease and leasehold improvements. Equipment primarily includes store racking and displays, computer hardware and software, forklifts, vehicles, finance lease equipment, and other store equipment. In addition, excess properties held for use are included within land and buildings.
Depreciation is recognized over the estimated useful lives of the depreciable assets. Assets are depreciated using the straight-line method. Leasehold improvements and finance lease assets are depreciated and amortized, respectively, over the shorter of their estimated useful lives or the term of the related lease. The amortization of these assets is included in depreciation and amortization expense in the consolidated statements of earnings.
Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. The carrying value of a location’s asset group includes inventory, property, operating and finance lease right-of-use assets, and operating liabilities, including inventory payables, salaries payable and operating lease liabilities. Financial and non-operating liabilities are excluded from the carrying value of the asset group. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Impairment losses are included in SG&A expense in the consolidated statements of earnings.
Excess properties that are expected to be sold within the next 12twelve months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. Excess properties consist primarily of retail outparcels and property associated with relocated or closed locations. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while it is classified as held-for-sale.
For long-lived assets to be abandoned, the Company considers the asset to be disposed of when it ceases to be used. Until it ceases to be used, the Company continues to classify the asset as held-for-use and tests for potential impairment accordingly. If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is evaluated.
Impairment losses are included in SG&A expense in the consolidated statements of earnings. Fair value measurements associated with long-lived asset impairments are further described in Note 3 to the consolidated financial statements.
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, based on discounted future cash flows, and a market approach, based on 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 2020,2021, goodwill was allocated to the U.S. Home Improvement reporting unit. In fiscal 2021, 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 2021, 2020, 2019, and 20182019 were as follows:
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 |
| Goodwill, balance at beginning of year | $ | 303 | | | $ | 303 | | | $ | 1,307 | |
| Acquisitions | 8 | | | 0 | | | 0 | |
| Impairment | 0 | | | 0 | | | (952) | |
Other adjustments 1 | 0 | | | 0 | | | (52) | |
| Goodwill, balance at end of year | $ | 311 | | | $ | 303 | | | $ | 303 | |
1 Other adjustments primarily consist of changes in the goodwill balance as a result of foreign currency translation.
The Company’s annual goodwill impairment analysis performed during the fourth quarter of fiscal 2018 included a quantitative analysis of the Canada-Retail and Canada-Distribution reporting units. The Company classified these fair value measurements as Level 3. The Company performed a discounted cash flow analysis and market multiple analysis for the Canada-Retail and Canada-Distribution reporting units. These discounted cash flow models included management assumptions for expected sales growth, margin expansion, operational leverage, capital expenditures, and overall operational forecasts. The market multiple analysis included historical and projected performance, market capitalization, volatility, and multiples for industry peers. These analyses led to the conclusion that the fair value of these reporting units was less than their carrying values by an amount that exceeded the carrying value of goodwill, primarily driven by a softening outlook for the Canadian housing market.
Accordingly, the full carrying value of $952 million relating to the Canadian reporting units’ goodwill was impaired during the fourth quarter of 2018. | | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Goodwill, balance at beginning of year | $ | 311 | | | $ | 303 | | | $ | 303 | |
| Acquisitions | — | | | 8 | | | — | |
| | | | | |
| | | | | |
| Goodwill, balance at end of year | $ | 311 | | | $ | 311 | | | $ | 303 | |
Gross carrying amounts and cumulative goodwill impairment losses are as follows:
| | | January 29, 2021 | | January 31, 2020 | | January 28, 2022 | | January 29, 2021 |
| (In millions) | (In millions) | Gross Carrying Amount | | Cumulative Impairment | | Gross Carrying Amount | | Cumulative Impairment | (In millions) | Gross Carrying Amount | | Cumulative Impairment | | Gross Carrying Amount | | Cumulative Impairment |
| Goodwill | Goodwill | $ | 1,310 | | | $ | (999) | | | $ | 1,302 | | | $ | (999) | | Goodwill | $ | 1,310 | | | $ | (999) | | | $ | 1,310 | | | $ | (999) | |
Other Intangible Assets - Intangible assets with indefinite lives are evaluated for impairment 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 cost of definite-lived intangible assets is amortized over their estimated useful lives, which range up to 20 years. Intangible assets are recorded within other assets on the consolidated balance sheets.
Leases - The Company leases certain retail stores, warehouses, distribution centers, office space, land and equipment under finance and operating leases. Lease commencement occurs on the date the Company takes possession or control of the property or equipment. Original terms for facility-related leases are generally between five and twenty20 years. These leases generally contain provisions for 4 to 6 renewal options of five years each. Original terms for equipment-related leases, primarily material handling equipment and vehicles, are generally between one and seven years. Some of the Company’s leases also include rental escalation clauses and/or termination provisions. Renewal options and termination options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering
financial performance, strategic importance and/or invested capital. Leases with an original term of 12twelve months or less are not recognized on the Company’s balance sheet, and the lease expense related to those short-term leases is recognized over the lease term. The Company does not account for lease and non-lease (e.g. common area maintenance) components of contracts separately for any underlying asset class.
If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of the Company’s leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company’s estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.
The Company’s real estate leases typically require payment of common area maintenance and real estate taxes which represent the majority of variable lease costs. Certain lease agreements also provide for variable rental payments based on sales performance in excess of specified minimums, usage measures, or changes in the consumer price index. Variable rent payments based on future performance, usage, or changes in indices were not significant for any of the periods presented. Variable lease costs are excluded from the present value of lease obligations.
The Company’s lease agreements do not contain any material restrictions, covenants, or any material residual value guarantees. The Company subleases certain properties that are not used in its operations. Sublease income was not significant for any of the periods presented.
Accounts Payable - The Company has agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal in entering into these arrangements is to capture overall supply chain savings in the form of pricing, payment terms, or vendor funding, created by facilitating suppliers’ ability to finance payment obligations at more favorable discount rates, while providing them with greater working capital flexibility.
The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by these arrangements for those payment obligations that have been financed by suppliers. The Company’s outstanding payment obligations with participating suppliers were $3.0 billion as of January 28, 2022, and $2.5 billion as of January 29, 2021, and $1.9 billion as of January 31, 2020, and are included in accounts payable on the consolidated balance sheets, and participating suppliers financed $1.7$2.3 billion and $1.3$1.7 billion, respectively, of those payment obligations to participating financial institutions. Total payment obligations that were placed and settled on the accounts payable tracking systems were $9.7$11.0 billion and $8.7$9.7 billion for each of the years ended January 29, 202128, 2022 and January 31, 2020,29, 2021, respectively.
Other Current Liabilities - Other current liabilities on the consolidated balance sheets consist of:
| | (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | (In millions) | January 28, 2022 | | January 29, 2021 |
| Accrued dividends | Accrued dividends | $ | 440 | | | $ | 420 | | Accrued dividends | $ | 537 | | | $ | 440 | |
| Self-insurance liabilities | Self-insurance liabilities | 435 | | | 501 | | Self-insurance liabilities | 440 | | | 435 | |
| Accrued interest | | Accrued interest | 275 | | | 250 | |
| Sales return reserve | | Sales return reserve | 245 | | | 252 | |
| Sales tax liabilities | Sales tax liabilities | 256 | | | 153 | | Sales tax liabilities | 228 | | | 256 | |
| Sales return reserve | 252 | | | 194 | | |
| Accrued interest | 250 | | | 221 | | |
| Income taxes payable | Income taxes payable | 168 | | | 15 | | Income taxes payable | 128 | | | 168 | |
| Accrued property taxes | Accrued property taxes | 120 | | | 104 | | Accrued property taxes | 124 | | | 120 | |
| Other | Other | 1,314 | | | 973 | | Other | 1,358 | | | 1,314 | |
| Total | Total | $ | 3,235 | | | $ | 2,581 | | Total | $ | 3,335 | | | $ | 3,235 | |
Self-Insurance - The Company is self-insured for certain losses relating to workers’ compensation, automobile, property, and general and product liability claims. The Company has excess insurance coverage above certain retention amounts to limit the exposure arising from these claims. The Company is also self-insured for certain losses relating to extended protection plans, as well as medical and dental claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses
related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. Total self-insurance liability,liabilities, including the current and non-current portions, was $1.1 billion andwere $1.1 billion at January 29, 202128, 2022 and January 31, 2020, respectively.29, 2021.
The Company provides surety bonds issued by insurance companies to secure payment of workers’ compensation liabilities as required in certain states where the Company is self-insured. Outstanding surety bonds relating to self-insurance were $270 million and $262 million at January 29, 202128, 2022 and January 31, 2020, respectively.29, 2021.
Income Taxes - The Company establishes deferred income tax assets and liabilities for temporary differences between the tax and financial accounting bases of assets and liabilities. The tax effects of such differences are reflected in the consolidated balance sheets at the enacted tax rates expected to be in effect when the differences reverse. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more likely than not that all or a portion of the asset will not be realized. The tax balances and income tax expense recognized by the Company are based on management’s interpretation of the tax statutes of multiple jurisdictions.
The Company establishes a liability for tax positions for which there is uncertainty as to whether or not the position will be ultimately sustained. The Company includes interest related to tax issues as part of net interest on the consolidated financial statements.statements of earnings. The Company records any applicable penalties related to tax issues within the income tax provision.
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 or through private market transactions. Shares purchased under the repurchase program are retired and returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to (accumulated deficit)/retained earnings.
Revenue Recognition - The Company recognizes revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. A description of the Company’s principle revenue generating activities is as follows:
•Products - Revenue from products primarily relates to in-store and online merchandise purchases, which are recognized at the point in time when the customer obtains control of the merchandise. This occurs at the time of in-store purchase or delivery of the product to the customer. 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.
•Services - Revenues from services primarily relate to professional installation services the Company provides through subcontractors related to merchandise purchased by a customer. In certain instances, installation services include materials provided by the subcontractor, and both product and installation are included in service revenue. The
Company recognizes revenue associated with services as they are rendered, and the majority of services are completed within one week from initiation.
DeferredRetail deferred revenue is presentedconsists of amounts received for which customers have not yet taken possession of the merchandise thator for which installation has not yet transferred control to the customer and for services that have not yet been provided, but for which tender has been accepted.completed. Deferred revenue is recognized in sales either at a point in time when the customer obtains control of merchandise through pickup or delivery, or over time as services are provided to the customer. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. In addition, the Company defers revenues from stored-value cards, which include gift cards and returned merchandise credits, and recognizes revenue into sales when the cards are redeemed.
The Company also defers revenues for its separately-priced extendedlong-term protection plan contracts (Lowe’s protection plans), which is a Lowe’s-branded program for which the Company is ultimately self-insured. The Company recognizes revenue from extendedLowe’s protection plan sales on a straight-line basis over the respective contract term. ExtendedExpenses for claims are recognized in cost of sales when incurred. Incremental direct acquisition costs associated with the sale of Lowe’s protection plans for contracts greater than one year are also deferred and recognized as expense on a straight-line basis over the respective contract term. Lowe’s protection plan contract terms primarily range from one to five years from the date of purchase or the end of the manufacturer’s warranty, as applicable.
Cost of Sales and Selling, General and Administrative Expenses - The following lists the primary costs classified in each major expense category:
| | | | | | | | |
| Cost of Sales | | Selling, General and Administrative |
n Total cost of products sold, including: - Purchase costs, net of vendor funds; - Freight expenses associated with moving merchandise inventories from vendors to selling locations; - Costs associated with operating the Company’s distribution network, including payroll and benefit costs and occupancy costs; - Depreciation of assets associated with the Company’s distribution network; n Costs of installation services provided; n Costs associated with shipping and handling to customers, as well as directly from vendors to customers by third parties; n Depreciation of assets used in delivering product to customers; n Costs associated with inventory shrinkage and obsolescence; n Costs of services performed under the extended protection plan. | |
n Payroll and benefit costs for retail and corporate employees; n Occupancy costs of retail and corporate facilities; n Advertising; n Store environment costs; n Tender costs, including bank charges, costs associated with credit card interchange fees; n Costs associated with self-insured plans, and premium costs for stop-loss coverage and fully insured plans; n Long-lived asset impairment losses, gains/losses on disposal of assets, and exit costs; n Other administrative costs, such as supplies, and travel and entertainment. |
Advertising - Costs associated with advertising are charged to expense as incurred. Advertising expenses were $877 million, $798 million, and $871 million in 2021, 2020, and $963 million in 2020, 2019, and 2018, respectively.
Comprehensive Income - The Company reports comprehensive income in its consolidated statements of comprehensive income and consolidated statements of shareholders’ (deficit)/equity. Comprehensive income represents changes in shareholders’ (deficit)/equity from non-owner sources and is comprised of net earnings adjusted primarily for foreign currency translation adjustments and cash flow hedge derivative contracts. Net foreign currency translation losses, net of tax, classified in accumulated other comprehensive loss were $41 million, $37 million, $115 million, and $209$115 million at January 28, 2022, January 29, 2021, and January 31, 2020, and February 1, 2019, respectively. Net cash flow hedge (gains)/losses, net of tax, classified in accumulated other comprehensive loss were ($6) million, $103 million, $24 million, and $1$24 million at January 28, 2022, January 29, 2021, and January 31, 2020, and February 1, 2019, respectively.
Segment Information - The Company’s home improvement retail operations represent a single reportable segment. Key operating decisions are made at the Company level in order to maintain a consistent retail customer experience. The Company’s home improvement retail and hardware stores, in addition to online selling channels, sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers. In addition, the Company’s operations exhibit similar long-term economic characteristics. The amounts of long-lived assets and net sales outside of the U.S. were approximately 7.2% and 6.1%, respectively, at January 28, 2022. The amounts of long-lived assets and net sales outside of the U.S. were approximately 7.5% and 5.9%, respectively, at January 29, 2021. The amounts of long-lived assets and net sales outside of the U.S. were approximately 7.7% and 6.9%, respectively, at January 31, 2020. The amounts of long-lived assets and net sales outside of the U.S. were approximately 9.1% and 7.6%, respectively, at February 1, 2019.
Reclassifications - Certain prior period amounts have been reclassified to conform to current period presentation, including the separate disclosure of cash flow hedges – net of tax on the consolidated statements of comprehensive income, the inclusion of goodwill within other assets on the consolidated balance sheets, the reclassification of excess property from other assets to property, less accumulated depreciation on the consolidated balance sheets, and the separate disclosure of changes in deferred revenue within operating activities on the consolidated statements of cash flows.
Accounting Pronouncements Recently Adopted - Effective February 2, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and all related amendments, using the optional transition election to not restate comparative periods for the impact of adopting the standard and recognized the cumulative impact of adoption in the opening balance of retained earnings. The Company elected the package of transition expedients available for expired or existing contracts, which allowed the carry-forward of historical assessments of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. Adoption of the standard resulted in the recording of additional net lease-related assets and lease-related liabilities of approximately $3.6 billion and $3.9 billion, respectively, as of February 2, 2019. The difference between the additional lease assets and lease liabilities, net of the $87 million deferred tax impact, was $263 million and was recorded as an adjustment to retained earnings. This adjustment to retained earnings primarily represents the write-off of right-of-use assets associated with closed locations, net of previously established store closing lease obligations as well as the derecognition of build-to-suit leases. The adoption of this standard by the Company did not have a material impact on its consolidated statements of earnings, comprehensive income or cash flows and had no impact on the Company’s debt covenant compliance under its current agreements. See Note 5 for additional details of the Company’s leases.
Accounting Pronouncements Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting. The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures.
Recent accounting pronouncements pending adoption not discussed in this 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) | (In millions) | | Years Ended | (In millions) | | Years Ended |
| January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Products | Products | | $ | 86,046 | | | $ | 68,377 | | | $ | 67,197 | | Products | | $ | 92,415 | | | $ | 86,046 | | | $ | 68,377 | |
| Services | Services | | 1,949 | | | 2,112 | | | 2,539 | | Services | | 2,304 | | | 1,949 | | | 2,112 | |
| Other | Other | | 1,602 | | | 1,659 | | | 1,573 | | Other | | 1,531 | | | 1,602 | | | 1,659 | |
| Net sales | Net sales | | $ | 89,597 | | | $ | 72,148 | | | $ | 71,309 | | Net sales | | $ | 96,250 | | | $ | 89,597 | | | $ | 72,148 | |
AnticipatedThe balances and classification within the consolidated balance sheets for anticipated sales returns reflected in other current liabilities were $252 million at January 29, 2021, and $194 million at January 31, 2020. Thethe associated right of return assets reflected in other current assets were $164 million at January 29, 2021, and $129 million at January 31, 2020.are as follows:
| | | | | | | | | | | | | | |
| (In millions) | Classification | January 28, 2022 | | January 29, 2021 |
| Anticipated sales returns | Other current liabilities | $ | 245 | | | $ | 252 | |
| Right of return assets | Other current assets | 151 | | | 164 | |
Deferred revenue - retail and stored-value cards
Deferred revenuesrevenue for retail and stored-value cards are as follows:
| | | | | | | | | | | |
| (In millions) | January 28, 2022 | | January 29, 2021 |
| Retail deferred revenue | $ | 1,285 | | | $ | 1,046 | |
| Stored-value cards deferred revenue | 629 | | | 562 | |
| Deferred revenue | $ | 1,914 | | | $ | 1,608 | |
Deferred revenue - Lowe’s protection plans
Deferred revenue associated with amounts received for which customers have not taken possession of the merchandise or for which installation has not yet been completed were $1.0 billion at January 29, 2021,Lowe’s protection plans is as follows:
| | | | | | | | | | | |
| (In millions) | January 28, 2022 | | January 29, 2021 |
| Deferred revenue - Lowe’s protection plans | $ | 1,127 | | | $ | 1,019 | |
Lowe’s protection plan sales previously recorded as deferred revenue and $685 million at January 31, 2020. The majority of revenue for goods and services is recognized in the quarter following revenue deferral.claim expenses incurred are as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Years Ended |
| January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Lowe’s protection plan deferred revenue recognized into sales | | $ | 488 | | | $ | 430 | | | $ | 408 | |
| Lowe’s protection plan claim expenses | | 178 | | | 158 | | | 184 | |
Deferred revenue - stored-value cards
The deferred revenues associated with outstanding stored-value cards (gift cards and returned merchandise credits) were $562 million and $534 million at January 29, 2021 and January 31, 2020, respectively, and these amounts are included in deferred revenue on the consolidated balance sheets. Amounts recognized as breakage were insignificant for the years ended January 29, 2021, January 31, 2020, and February 1, 2019.
Deferred revenue - extended protection plans
The deferred revenues from separately priced extended protection plans were $1.0 billion at January 29, 2021, and $894 million at January 31, 2020. Previously deferred revenue recognized into sales were $430 million for the fiscal year ended January 29, 2021, $408 million for the fiscal year ended January 31, 2020, and $390 million for the fiscal year ended February 1, 2019. Incremental direct acquisition costs associated with the sale of extended protection plans for contracts greater than one year are also deferred and recognized as expense on a straight-line basis over the respective contract term and were insignificant at January 29, 2021, January 31, 2020, and February 1, 2019.
The liability for extended protection plan claims incurred is included in other current liabilities on the consolidated balance sheets and was not material in any of the periods presented. Expenses for claims are recognized when incurred and totaled $158 million for the fiscal year ended January 29, 2021, $184 million for the fiscal year ended January 31, 2020, and $183 million for the fiscal year ended February 1, 2019.
Disaggregation of Revenues
The following table presents the Company’s net sales disaggregated by merchandise division:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 |
| (In millions) | | Total Sales | | % | | Total Sales | | % | | Total Sales | | % |
| Home Décor ¹ | | $ | 31,577 | | | 35 | % | | $ | 26,238 | | | 36 | % | | $ | 25,338 | | | 35 | % |
| Building Products ² | | 28,175 | | | 32 | | | 22,435 | | | 31 | | | 22,626 | | | 32 | |
| Hardlines ³ | | 27,802 | | | 31 | | | 21,382 | | | 30 | | | 20,545 | | | 29 | |
| Other | | 2,043 | | | 2 | | | 2,093 | | | 3 | | | 2,800 | | | 4 | |
| Total | | $ | 89,597 | | | 100 | % | | $ | 72,148 | | | 100 | % | | $ | 71,309 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended |
| | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| (In millions) | | Total Sales | | % | | Total Sales | | % | | Total Sales | | % |
| Home Décor ¹ | | $ | 34,025 | | | 35.3 | % | | $ | 31,536 | | | 35.2 | % | | $ | 26,198 | | | 36.3 | % |
| Building Products ² | | 31,151 | | | 32.4 | | | 28,218 | | | 31.5 | | | 22,524 | | | 31.2 | |
| Hardlines ³ | | 28,571 | | | 29.7 | | | 27,877 | | | 31.1 | | | 21,438 | | | 29.7 | |
| Other | | 2,503 | | | 2.6 | | | 1,966 | | | 2.2 | | | 1,988 | | | 2.8 | |
| Total | | $ | 96,250 | | | 100.0 | % | | $ | 89,597 | | | 100.0 | % | | $ | 72,148 | | | 100.0 | % |
Note: Merchandise division net sales for prior periods have been reclassified to conform to the current year 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) | (In millions) | | Years Ended | (In millions) | | Years Ended |
| January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| United States | United States | | $ | 84,303 | | | $ | 67,147 | | | $ | 65,872 | | United States | | $ | 90,348 | | | $ | 84,303 | | | $ | 67,147 | |
| International | International | | 5,294 | | | 5,001 | | | 5,437 | | International | | 5,902 | | | 5,294 | | | 5,001 | |
| Net Sales | Net Sales | | $ | 89,597 | | | $ | 72,148 | | | $ | 71,309 | | Net Sales | | $ | 96,250 | | | $ | 89,597 | | | $ | 72,148 | |
NOTE 3: 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 available-for-sale debt securities represented the only significantfinancial assets and financial liabilities measured at fair value on a recurring basis for the fiscal years ended January 29, 2021 and January 31, 2020. The following table presents the Company’s financial assets measured at fair value on a recurring basis. The fair values
| | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at |
| (In millions) | Classification | Measurement Level | January 28, 2022 | | January 29, 2021 |
| | | | | |
| | | | | |
| Available-for-sale debt securities: | | | | | |
| Money market funds | Short-term investments | Level 1 | $ | 120 | | | $ | 109 | |
| U.S. Treasury securities | Short-term investments | Level 1 | 75 | | | 223 | |
| Commercial Paper | Short-term investments | Level 2 | 30 | | | 97 | |
| Certificates of deposit | Short-term investments | Level 1 | 14 | | | — | |
| Foreign government debt securities | Short-term investments | Level 2 | 14 | | | — | |
| | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at |
| (In millions) | Measurement Level | | January 29, 2021 | | January 31, 2020 |
| Assets: | | | | | |
| Short-term investments: | | | | | |
| Available-for-sale debt securities: | | | | | |
| U.S. Treasury securities | Level 1 | | $ | 223 | | | $ | 13 | |
| Money market funds | Level 1 | | 109 | | | 105 | |
| Commercial Paper | Level 2 | | 97 | | | 0 | |
| Corporate debt securities | Level 2 | | 47 | | | 23 | |
| Agency securities | Level 2 | | 30 | | | 19 | |
| | | | | |
| Total short-term investments | | | $ | 506 | | | $ | 160 | |
| Long-term investments: | | | | | |
| Available-for-sale debt securities: | | | | | |
| U.S. Treasury securities | Level 1 | | $ | 129 | | | $ | 280 | |
| Corporate debt securities | Level 2 | | 58 | | | 62 | |
| Agency securities | Level 2 | | 0 | | | 30 | |
| Municipal obligations | Level 2 | | 13 | | | 0 | |
| | | | | |
| Total long-term investments | | | $ | 200 | | | $ | 372 | |
| Other assets: | | | | | |
| Derivative instruments | | | | | |
| Forward interest rate swaps | Level 2 | | $ | 4 | | | $ | 0 | |
| Total other assets | | | $ | 4 | | | $ | 0 | |
| | | | | |
| Liabilities: | | | | | |
| Other current liabilities: | | | | | |
| Derivative instruments | | | | | |
| Forward interest rate swaps | Level 2 | | $ | 8 | | | $ | 11 | |
| Total other current liabilities | | | $ | 8 | | | $ | 11 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at |
| (In millions) | Classification | Measurement Level | January 28, 2022 | | January 29, 2021 |
| Municipal obligations | Short-term investments | Level 2 | 10 | | | — | |
| Corporate debt securities | Short-term investments | Level 2 | 8 | | | 47 | |
| Agency securities | Short-term investments | Level 2 | — | | | 30 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| U.S. Treasury securities | Long-term investments | Level 1 | 132 | | | 129 | |
| Corporate debt securities | Long-term investments | Level 2 | 50 | | | 58 | |
| | | | | |
| Foreign government debt securities | Long-term investments | Level 2 | 14 | | | — | |
| Municipal obligations | Long-term investments | Level 2 | 3 | | | 13 | |
| | | | | |
| | | | | |
| | | | | |
| Derivative instruments: | | | | | |
| Forward interest rate swaps | Other current assets | Level 2 | $ | 66 | | | $ | — | |
| Forward interest rate swaps | Other assets | Level 2 | 48 | | | 4 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Forward interest rate swaps | Other current liabilities | Level 2 | — | | | 8 | |
| | | | | |
| | | | | |
| | | | | |
| Fixed-to-floating interest rate swaps | Other liabilities | Level 2 | 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 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
For the fiscal years ended January 29, 202128, 2022 and January 31, 2020,29, 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, short-term borrowings, 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 9, 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:
| | | January 29, 2021 | | January 31, 2020 | | January 28, 2022 | | January 29, 2021 |
| (In millions) | (In millions) | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value | (In millions) | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| Unsecured notes (Level 1) | Unsecured notes (Level 1) | $ | 21,121 | | | $ | 24,349 | | | $ | 16,648 | | | $ | 18,808 | | Unsecured notes (Level 1) | $ | 24,056 | | | $ | 25,425 | | | $ | 21,121 | | | $ | 24,349 | |
| Mortgage notes (Level 2) | Mortgage notes (Level 2) | 5 | | | 5 | | | 5 | | | 6 | | Mortgage notes (Level 2) | 5 | | | 5 | | | 5 | | | 5 | |
| Long-term debt (excluding finance lease obligations) | Long-term debt (excluding finance lease obligations) | $ | 21,126 | | | $ | 24,354 | | | $ | 16,653 | | | $ | 18,814 | | Long-term debt (excluding finance lease obligations) | $ | 24,061 | | | $ | 25,430 | | | $ | 21,126 | | | $ | 24,354 | |
NOTE 4: Property and Accumulated Depreciation
Property is summarized by major class in the following table:
| | | | | | | | | | | | | | | | | |
| (In millions) | Estimated Depreciable Lives, In Years | | January 29, 2021 | | January 31, 2020 1 |
| Cost: | | | | | |
| Land | N/A | | $ | 7,315 | | | $ | 7,321 | |
| Buildings and building improvements | 5-40 | | 18,090 | | | 17,875 | |
| Equipment | 2-15 | | 10,466 | | | 10,377 | |
| | | | | |
| Construction in progress | N/A | | 831 | | | 506 | |
| Total cost | | | 36,702 | | | 36,079 | |
| Accumulated depreciation | | | (17,547) | | | (17,310) | |
| Property, less accumulated depreciation | | | $ | 19,155 | | | $ | 18,769 | |
1Effective as of January 29, 2021, excess property amounts previously reported in other assets were reclassified to property, less accumulated depreciation. Prior year amounts have been reclassified to conform to current period presentation. | | | | | | | | | | | | | | | | | |
| (In millions) | Estimated Depreciable Lives, In Years | | January 28, 2022 | | January 29, 2021 |
| Cost: | | | | | |
| Land | N/A | | $ | 7,278 | | | $ | 7,315 | |
| Buildings and building improvements | 5-40 | | 18,433 | | | 18,090 | |
| Equipment | 2-15 | | 10,533 | | | 10,466 | |
| | | | | |
| Construction in progress | N/A | | 715 | | | 831 | |
| Total cost | | | 36,959 | | | 36,702 | |
| Accumulated depreciation | | | (17,888) | | | (17,547) | |
| Property, less accumulated depreciation | | | $ | 19,071 | | | $ | 19,155 | |
As of January 29, 2021 and January 31, 2020, includedIncluded in property, less accumulated depreciation are right-of-use assets under finance lease of $661 million less accumulated depreciation of $122 million and $597 million less accumulated depreciation of $42 million, respectively.leases. The related amortization expense for right-of-use assets under finance leases areis included in depreciation and amortization expense. The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $1.8 billion in 2021, $1.5 billion in 2020, and $1.4 billion in 20192019.
NOTE 5: Goodwill and $1.6 billionIntangible Assets
The carrying amount of goodwill as well as the gross carrying amount and accumulated amortization of intangible assets consist of the following:
| | | | | | | | | | | | | | | | | |
| January 28, 2022 | | January 29, 2021 |
| (In millions) | Gross
Carrying Amount | Accumulated
Amortization | | Gross
Carrying Amount | Accumulated
Amortization |
| Goodwill | $ | 311 | | $ | — | | | $ | 311 | | $ | — | |
| | | | | |
| Definite-lived intangible assets: | | | | | |
Customer-related 1 | $ | 344 | | $ | (88) | | | $ | 372 | | $ | (99) | |
Trademarks and trade names 1 | 263 | | (131) | | | 264 | | (119) | |
| Other | 1 | | (1) | | | 12 | | (11) | |
| Total definite-lived intangible assets | $ | 608 | | $ | (220) | | | $ | 648 | | $ | (229) | |
| | | | | |
| Indefinite-lived intangible assets: | | | | | |
Trademark 2 | $ | 134 | | $ | — | | | $ | — | | $ | — | |
| Total intangible assets | $ | 742 | | $ | (220) | | | $ | 648 | | $ | (229) | |
1 Certain definite-lived intangible assets are denominated in 2018.a foreign currency and subject to translation.
2 In April 2021, the Company acquired the STAINMASTER® brand for total consideration of $134 million, which was determined to have an indefinite life.
Amortization expense for intangible assets is as follows:
| | | | | | | | | | | |
| Years Ended |
| (In millions) | January 28, 2022 | January 29, 2021 | January 31, 2020 |
| Amortization expense | $ | 32 | | $ | 59 | | $ | 39 | |
Amortization expense expected to be recognized in future periods for intangible assets is as follows:
| | | | | |
| (In millions) | Amortization Expense |
| Fiscal 2022 | $ | 35 | |
| Fiscal 2023 | 32 | |
| Fiscal 2024 | 32 | |
| Fiscal 2025 | 32 | |
| Fiscal 2026 | 31 | |
| Thereafter | 226 | |
| Total | $ | 388 | |
NOTE 5:6: Leases
The lease-related assets and liabilities recorded on the balance sheet are summarized in the following table:
| Leases (In millions) | Leases (In millions) | Classification | January 29, 2021 | | January 31, 2020 | Leases (In millions) | Classification | January 28, 2022 | | January 29, 2021 |
| Assets | Assets | | Assets | |
| Operating lease assets | Operating lease assets | Operating lease right-of-use assets | $ | 3,832 | | | $ | 3,891 | | Operating lease assets | Operating lease right-of-use assets | $ | 4,108 | | | $ | 3,832 | |
| Finance lease assets | Finance lease assets | Property, less accumulated depreciation 1 | 539 | | | 555 | | Finance lease assets | Property, less accumulated depreciation 1 | 548 | | | 539 | |
| Total lease assets | Total lease assets | | 4,371 | | | 4,446 | | Total lease assets | | 4,656 | | | 4,371 | |
| | Liabilities | Liabilities | | Liabilities | |
| Current | Current | | Current | |
| Operating | Operating | Current operating lease liabilities | 541 | | | 501 | | Operating | Current operating lease liabilities | 636 | | | 541 | |
| Finance | Finance | Current maturities of long-term debt | 86 | | | 72 | | Finance | Current maturities of long-term debt | 103 | | | 86 | |
| Noncurrent | Noncurrent | | Noncurrent | |
| Operating | Operating | Noncurrent operating lease liabilities | 3,890 | | | 3,943 | | Operating | Noncurrent operating lease liabilities | 4,021 | | | 3,890 | |
| Finance | Finance | Long-term debt, excluding current maturities | 564 | | | 612 | | Finance | Long-term debt, excluding current maturities | 563 | | | 564 | |
| Total lease liabilities | Total lease liabilities | | $ | 5,081 | | | $ | 5,128 | | Total lease liabilities | | $ | 5,323 | | | $ | 5,081 | |
1Finance lease assets are recorded net of accumulated amortization of $206 million as of January 28, 2022, and $122 million as of January 29, 2021, and $42 million as of January 31, 2020.2021.
The table below presents the lease costs for finance and operating leases for fiscal years ended January 29, 2021 and January 31, 2020:leases:
| Lease Cost (In millions) | Lease Cost (In millions) | Years Ended | Lease Cost (In millions) | Years Ended |
| January 29, 2021 | | January 31, 2020 | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Finance lease cost | Finance lease cost | | Finance lease cost | |
| Amortization of leased assets | Amortization of leased assets | $ | 82 | | | $ | 45 | | Amortization of leased assets | $ | 89 | | | $ | 82 | | | $ | 45 | |
| Interest on lease liabilities | Interest on lease liabilities | 32 | | | 30 | | Interest on lease liabilities | 30 | | | 32 | | | 30 | |
Operating lease cost 1 | Operating lease cost 1 | 659 | | | 674 | | Operating lease cost 1 | 699 | | | 659 | | | 674 | |
| Variable lease cost | Variable lease cost | 244 | | | 224 | | Variable lease cost | 268 | | | 244 | | | 224 | |
| Total lease cost | Total lease cost | $ | 1,017 | | | $ | 973 | | Total lease cost | $ | 1,086 | | | $ | 1,017 | | | $ | 973 | |
1Includes short-term leases and sublease income, which are immaterial.
The future minimum rental payments required under operating and finance lease obligations as of January 29, 2021,28, 2022, having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:
| | | | | | | | | | | |
Maturity of lease liabilities (In millions) | Operating Leases 1 | Finance Leases 2 | Total |
| 2021 | $ | 684 | | $ | 113 | | $ | 797 | |
| 2022 | 749 | | 118 | | 867 | |
| 2023 | 664 | | 113 | | 777 | |
| 2024 | 565 | | 104 | | 669 | |
| 2025 | 557 | | 91 | | 648 | |
| After 2025 | 2,300 | | 257 | | 2,557 | |
| Total lease payments | 5,519 | | 796 | | 6,315 | |
Less: interest 3 | (1,088) | | (146) | | (1,234) | |
Present value of lease liabilities 4 | $ | 4,431 | | $ | 650 | | $ | 5,081 | |
| | | | | | | | | | | |
Maturity of lease liabilities (In millions) | Operating Leases 1 | Finance Leases 2 | Total |
| 2022 | $ | 767 | | $ | 126 | | $ | 893 | |
| 2023 | 735 | | 121 | | 856 | |
| 2024 | 647 | | 108 | | 755 | |
| 2025 | 649 | | 100 | | 749 | |
| 2026 | 560 | | 83 | | 643 | |
| After 2026 | 2,332 | | 267 | | 2,599 | |
| Total lease payments | 5,690 | | 805 | | 6,495 | |
Less: Interest 3 | (1,033) | | (139) | | (1,172) | |
Present value of lease liabilities 4 | $ | 4,657 | | $ | 666 | | $ | 5,323 | |
1Operating lease payments include $295$268 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $669$638 million of minimum lease payments for leases signed but not yet commenced.
2Finance lease payments include $11 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $6 million of minimum lease payments for leases signed but not yet commenced.
3Calculated using the lease-specific incremental borrowing rate.
4Includes the current portion of $541$636 million for operating leases and $86$103 million for finance leases.
| | Lease Term and Discount Rate | Lease Term and Discount Rate | January 29, 2021 | | January 31, 2020 | Lease Term and Discount Rate | January 28, 2022 | | January 29, 2021 |
| Weighted-average remaining lease term (years) | Weighted-average remaining lease term (years) | | Weighted-average remaining lease term (years) | |
| Operating leases | Operating leases | 9.61 | | 10.25 | Operating leases | 9.53 | | 9.61 |
| Finance leases | Finance leases | 7.88 | | 9.06 | Finance leases | 8.49 | | 7.88 |
| Weighted-average discount rate | Weighted-average discount rate | | Weighted-average discount rate | |
| Operating leases | Operating leases | 3.88 | % | | 4.10 | % | Operating leases | 3.59 | % | | 3.88 | % |
| Finance leases | Finance leases | 5.34 | % | | 5.64 | % | Finance leases | 4.91 | % | | 5.34 | % |
| | Other Information | Other Information | Years Ended | Other Information | Years Ended |
| (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Cash paid for amounts included in the measurement of lease liabilities | Cash paid for amounts included in the measurement of lease liabilities | | Cash paid for amounts included in the measurement of lease liabilities | |
| Operating cash flows used for operating leases | Operating cash flows used for operating leases | $ | 643 | | | $ | 825 | | Operating cash flows used for operating leases | $ | 708 | | | $ | 643 | | | $ | 825 | |
| Operating cash flows used for finance leases | Operating cash flows used for finance leases | 32 | | | 30 | | Operating cash flows used for finance leases | 30 | | | 32 | | | 30 | |
| Financing cash flows used for finance leases | Financing cash flows used for finance leases | 104 | | | 57 | | Financing cash flows used for finance leases | 92 | | | 104 | | | 57 | |
| Leased assets obtained in exchange for new finance lease liabilities | Leased assets obtained in exchange for new finance lease liabilities | 69 | | | 329 | | Leased assets obtained in exchange for new finance lease liabilities | 110 | | | 69 | | | 329 | |
Leased assets obtained in exchange for new operating lease liabilities 1 | Leased assets obtained in exchange for new operating lease liabilities 1 | 465 | | | 551 | | Leased assets obtained in exchange for new operating lease liabilities 1 | 815 | | | 465 | | | 551 | |
1Excludes $669$638 million of leases signed but not yet commenced as of January 29, 2021.28, 2022.
NOTE 6:7: Exit Activities
During fiscal years 2020 2019, and 2018,2019, the Company has incurred costs associated with an ongoing strategic reassessment of its business to drive an increased focus on its core home improvement operations and to improve overall operating performance and profitability. As a result of this reassessment, the Company decided to exit certain activities and close certain locations as further described below. Expenses associated with long-lived asset impairment, discontinued projects, severance, and lease obligationsother closing costs are included in SG&A expense in the consolidated statements of earnings. Expenses associated with accelerated depreciation are included in depreciation and amortization expense in the consolidated statements of earnings. Inventory adjustments to net realizable value are included in cost of sales in the consolidated statements of earnings.
Canada Restructuring
During the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, and as a result, recognized pre-tax charges of $53 million associated with long-lived asset impairment. Subsequent to the end of the Company’s third quarter of fiscal 2019, a decision was made to close 34 under-performing stores in Canada and take additional
restructuring actions to improve future sales and profitability of the Canadian operations. As a result of these actions, during fiscal 2020, the Company recognized pre-tax charges of $35 million. A summary of the significant charges associated with the restructuring of the Canadian operations are as follows:
| | | | | | | | | | | | | | | |
| Years Ended | Cumulative | | | | |
| (In millions) | January 29, 2021 | January 31, 2020 | Amount | | | | |
| Long-lived asset impairment | $ | 0 | | $ | 53 | | $ | 53 | | | | | |
| Severance costs | 15 | | 17 | | 32 | | | | | |
| Accelerated depreciation and amortization | 1 | | 23 | | 24 | | | | | |
| Other closing costs | 19 | | 15 | | 34 | | | | | |
| Total | $ | 35 | | $ | 108 | | $ | 143 | | | | | |
Other
During fiscal year ending February 1, 2019, the Company recorded pre-tax charges of $1.1 billion associated with its exit of Orchard Supply Hardware, the closing of 20 U.S. home improvement stores and 31 locations in Canada, the exit of the Company’s Mexico operations, and the exit of other non-core activities within its U.S home improvement business.
Prior to the adoption of ASU 2016-02, Leases (Topic 842), as of February 2, 2019, when locations under operating leases were closed, a liability was recognized for the fair value of future contractual obligations, including future minimum lease payments, property taxes, utilities, common area maintenance, and other ongoing expenses, net of estimated sublease income and other recoverable items. Subsequent changes to the liabilities, including a change resulting from a revision to either the timing or the amount of estimated cash flows, were recognized in the period of change. | | | | | | | | | | | | | | | | |
| | Years Ended | Cumulative | | | | |
| (In millions) | | January 29, 2021 | January 31, 2020 | Amount | | | | |
| Long-lived asset impairment | | $ | — | | $ | 53 | | $ | 53 | | | | | |
| Severance costs | | 15 | | 17 | | 32 | | | | | |
| Accelerated depreciation and amortization | | 1 | | 23 | | 24 | | | | | |
| Other closing costs | | 19 | | 15 | | 34 | | | | | |
| Total | | $ | 35 | | $ | 108 | | $ | 143 | | | | | |
The following table summarizes store closing lease obligations activity during the twelve months ended January 29, 202128, 2022 and January 31, 2020:29, 2021:
| | | | | |
(In millions) | Lease obligations |
Accrual for exit activities, balance at February 1, 2019 | $ | 361 | |
ASU 2016-02 adoption impact 2
| (168) | |
Cash payments | (43) | |
Adjustments 1
| (62) | |
Accrual for exit activities, balance at January 31, 2020 | $ | 88 | |
| |
| |
Cash payments | (18) | |
Adjustments 1
| (1) | |
Accrual for exit activities, balance at January 29, 2021 | $ | 69 | |
| | | | | | | | |
| Years Ended |
| (In millions) | January 28, 2022 | January 29, 2021 |
| Accrual for exit activities, balance at beginning of year | $ | 69 | | $ | 88 | |
| Cash payments | (14) | | (18) | |
Adjustments 1 | (1) | | (1) | |
| Accrual for exit activities, balance at end of year | $ | 54 | | $ | 69 | |
| | |
| | |
1Adjustments represent lease terminations and changes in estimates around sublease assumptions.
2Upon adoption of ASU 2016-02, Leases (Topic 842), rent liabilities previously recognized in connection with leases were included in the determination of right-of-use assets at transition.
NOTE 7: Short-Term Borrowings8: Debt
Commercial Paper Program
In March 2020,December 2021, the Company entered into a $1.02$2.0 billion five-year unsecured revolving third amended and restated credit agreement (the Third Amended and Restated Credit Agreement) with a syndicate of banks. The Third Amended and Restated Credit Agreement amends and restates the Company’s amended and restated credit agreement, dated September 10, 2018 (the Second Amended and Restated Credit Agreement), to among other things (i) extend the maturity date of the revolving credit facility to December 2026 and (ii) increase the aggregate availability to a total of $2.0 billion. Borrowings under the Third Amended and Restated Credit Agreement will bear interest calculated according to a Base Rate or a Eurocurrency Rate, plus an applicable margin.
Also in December 2021, the Company amended the five-year unsecured revolving credit agreement dated March 23, 2020 (the 2020 Credit Agreement) with a syndicate of banks. In connection withThe amendment, among other things, increased the 2020 Credit Agreement,availability of the Company refinanced the $250 million 364-Day Credit Agreement (2019 Credit Agreement), dated as of September 9, 2019, and terminated any commitments under the 2019 Credit Agreement as ofunsecured revolving credit agreement to $2.0 billion, maturing in March 23, 2020.2025. Borrowings under the 2020 Credit Agreement will bear interest calculated according to a Base Rate or a Eurocurrency Rate, plus an applicable margin. The 2020 Credit Agreement
contains customary representations, warranties and covenants for a transaction of this type. The Company was in compliance with those covenants at January 29, 2021.
In September 2018, the Company entered into a $1.75 billion five-year unsecured revolving second amended and restated credit agreement (the Second Amended and Restated Credit Agreement) with a syndicate of banks. In January 2019, the Company increased the aggregate availability under the Second Amended and Restated Credit Agreement by $230 million for a total of $1.98 billion available. Borrowings under the Second Amended and Restated Credit Agreement will bear interest calculated according to a Base Rate or a Eurocurrency rate, plus an applicable margin. Subject to obtaining commitments from the lenders and satisfying other conditions specified in the SecondThird Amended and Restated Credit Agreement and the 2020 Credit Agreement (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of both agreements by an additional $270 million.$1.0 billion. The Second Amended and Restated Credit Agreement containsAgreements contain customary representations, warranties, and covenants for a transactiontransactions of thisthese type. The Company was in compliance with those financial covenants at January 29, 2021.28, 2022.
The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement (collectively, Credit Agreements)Agreements support the Company’s commercial paper program. The amounts available to be drawn under the Credit Agreements are reduced by the amount of borrowings under the commercial paper program. There were 0no outstanding borrowings under the Company’s commercial paper program, the Third Amended and Restated Credit Agreement, or the 2020 Credit Agreement as of January 28, 2022. There were no outstanding borrowings under the Company’s commercial paper program, the Second Amended and Restated Credit Agreement or the 2020 Credit Agreement as of January 29, 2021. Outstanding borrowings under the Company’s commercial paper program were $941 million, with a weighted average interest rate of 2.10%, as of January 31, 2020. There were 0 outstanding borrowings under the Second Amended and Restated Credit Agreement or the 2019 Credit Agreement as of January 31, 2020. Total combined availability under the 2020 Credit Agreement and Second Amended and Restated Credit AgreementAgreements was $3.0$4.0 billion as of January 29, 2021.28, 2022.
Other Short-Term Borrowings
In January 2020,April 2021, the Company entered into a $1.0 billion unsecured 364-day term loan facility (the 2021 Term Loan), which was scheduled to mature in December 2020,April 2022, but was repaid early in September 2020. Outstanding borrowings under the Term Loan were $1.0 billion, with a weighted average interest rateJanuary 2022.
NOTE 8: Long-Term Debt
| Debt Category (In millions) | Debt Category (In millions) | Weighted-Average Interest Rate at January 29, 2021 | | January 29, 2021 | | January 31, 2020 | Debt Category (In millions) | Weighted-Average Interest Rate at January 28, 2022 | | January 28, 2022 | | January 29, 2021 |
| Secured debt: | Secured debt: | | Secured debt: | |
Mortgage notes due through fiscal 2027 1 | Mortgage notes due through fiscal 2027 1 | 5.03 | % | | $ | 5 | | | $ | 5 | | Mortgage notes due through fiscal 2027 1 | 4.98 | % | | $ | 5 | | | $ | 5 | |
| Unsecured debt: | Unsecured debt: | | Unsecured debt: | |
| Notes due through fiscal 2025 | 3.59 | % | | 4,225 | | | 3,976 | | |
| Notes due fiscal 2026-2030 | 3.19 | % | | 8,478 | | | 5,004 | | |
| Notes due fiscal 2031-2035 | 5.50 | % | | 341 | | | 340 | | |
| Notes due fiscal 2036-2040 | 5.74 | % | | 1,052 | | | 785 | | |
| Notes due fiscal 2041-2045 | 4.61 | % | | 1,461 | | | 2,256 | | |
| Notes due fiscal 2046-2050 | 3.78 | % | | 5,564 | | | 4,287 | | |
| Finance or capitalized lease obligations due through fiscal 2037 | | 654 | | | 712 | | |
| Notes due through fiscal 2026 | | Notes due through fiscal 2026 | 3.22 | % | | 4,540 | | | 5,568 | |
| Notes due fiscal 2027-2031 | | Notes due fiscal 2027-2031 | 3.04 | % | | 9,611 | | | 7,135 | |
| Notes due fiscal 2032-2036 | | Notes due fiscal 2032-2036 | 5.64 | % | | 622 | | | 621 | |
| Notes due fiscal 2037-2041 | | Notes due fiscal 2037-2041 | 4.13 | % | | 1,862 | | | 873 | |
| Notes due fiscal 2042-2046 | | Notes due fiscal 2042-2046 | 4.14 | % | | 2,692 | | | 2,690 | |
| Notes due fiscal 2047-2051 | | Notes due fiscal 2047-2051 | 3.77 | % | | 4,729 | | | 4,234 | |
| Finance lease obligations due through fiscal 2042 | | Finance lease obligations due through fiscal 2042 | | 666 | | | 654 | |
| Total long-term debt | Total long-term debt | | 21,780 | | | 17,365 | | Total long-term debt | | 24,727 | | | 21,780 | |
| Less current maturities | Less current maturities | | (1,112) | | | (597) | | Less current maturities | | (868) | | | (1,112) | |
| Long-term debt, excluding current maturities | Long-term debt, excluding current maturities | | $ | 20,668 | | | $ | 16,768 | | Long-term debt, excluding current maturities | | $ | 23,859 | | | $ | 20,668 | |
1 Real properties with an aggregate book value of $16 million as of January 29, 2021,28, 2022, were pledged as collateral for secured debt.
Debt maturities, exclusive of unamortized original issue discounts, unamortized debt issuance costs, fair-value hedge adjustments, and finance lease obligations, for the next five fiscal years and thereafter are as follows: 2021, $1.0 billion; 2022, $765 million; 2023, $503 million; 2024, $450 million; 2025, $1.5 billion; thereafter, $17.1 billion.
| | | | | |
| (In millions) | Principal |
| Fiscal 2022 | $ | 765 | |
| Fiscal 2023 | 503 | |
| Fiscal 2024 | 450 | |
| Fiscal 2025 | 1,500 | |
| Fiscal 2026 | 1,350 | |
| Thereafter | 19,717 | |
| Total | $ | 24,285 | |
The Company’s unsecured notes are issued under indentures that generally have similar terms and, therefore, have been grouped by maturity date for presentation purposes in the table above. The notes contain certain restrictive covenants, none of which are expected to impact the Company’s capital resources or liquidity. The Company was in compliance with all financial covenants of these agreements at January 29, 2021.28, 2022.
During 2020,2021, the Company issued $8.0$4.0 billion of unsecured fixed rate notes (collectively, the 2021 Notes) as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issue Date | | Principal Amount
(in millions) | | Maturity Date | | Interest Rate | | Discount
(in millions) |
| March 2020 | | $ | 750 | | | April 2025 | | 4.000% | | $ | 4 | |
| March 2020 | | $ | 1,250 | | | April 2030 | | 4.500% | | $ | 12 | |
| March 2020 | | $ | 750 | | | April 2040 | | 5.000% | | $ | 10 | |
| March 2020 | | $ | 1,250 | | | April 2050 | | 5.125% | | $ | 13 | |
| October 2020 | | $ | 1,000 | | | April 2028 | | 1.300% | | $ | 5 | |
| October 2020 | | $ | 1,250 | | | October 2030 | | 1.700% | | $ | 10 | |
| October 2020 | | $ | 1,750 | | | October 2050 | | 3.000% | | $ | 17 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issue Date | | Principal Amount
(in millions) | | Maturity Date | | Interest Rate | | Discount
(in millions) |
| March 2021 | | $ | 1,500 | | | April 2031 | | 2.625% | | $ | 7 | |
| March 2021 | | $ | 500 | | | April 2051 | | 3.500% | | $ | 5 | |
| September 2021 | | $ | 1,000 | | | September 2028 | | 1.700% | | $ | 6 | |
| September 2021 | | $ | 1,000 | | | September 2041 | | 2.800% | | $ | 10 | |
Interest on the September 2021 Notes is payable semiannually in arrears in March 2020and September of each year until maturity. Interest on the March 2021 Notes and October 2020 Notes (collectively, the 2020 Notes) is payable semiannually in arrears in April and October of each year until maturity.
During 2019,2020, the Company issued $3.0$8.0 billion of unsecured fixed rate notes (collectively, the 2020 Notes) as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issue Date | | Principal Amount
(in millions) | | Maturity Date | | Interest Rate | | Discount
(in millions) |
| April 2019 | | $ | 1,500 | | | April 2029 | | 3.650% | | $ | 9 | |
| April 2019 | | $ | 1,500 | | | April 2049 | | 4.550% | | $ | 19 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issue Date | | Principal Amount
(in millions) | | Maturity Date | | Interest Rate | | Discount
(in millions) |
| March 2020 | | $ | 750 | | | April 2025 | | 4.000% | | $ | 4 | |
| March 2020 | | $ | 1,250 | | | April 2030 | | 4.500% | | $ | 12 | |
| March 2020 | | $ | 750 | | | April 2040 | | 5.000% | | $ | 10 | |
| March 2020 | | $ | 1,250 | | | April 2050 | | 5.125% | | $ | 13 | |
| October 2020 | | $ | 1,000 | | | April 2028 | | 1.300% | | $ | 5 | |
| October 2020 | | $ | 1,250 | | | October 2030 | | 1.700% | | $ | 10 | |
| October 2020 | | $ | 1,750 | | | October 2050 | | 3.000% | | $ | 17 | |
Interest on the notes issued in 2019 (the 2019 Notes)2020 Notes is payable semiannually in arrears in April and October of each year until maturity.
The indentures governing the 20202021 and 20192020 Notes contain a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued interest, if any, up to the date of redemption. The indentures also contain 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 interest, if any, on such notes up to the date of purchase. The indentures governing the notes do not limit the aggregate principal amount of debt securities that the Company may issue and do not require the Company to maintain specified financial ratios or levels of net worth or liquidity. However, the indentures include various restrictive covenants, none of which is expected to impact the Company’s liquidity or capital resources.
The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-term debt and are being amortized over the respective terms of the notes using the effective interest method.
During 2020, the Company completed cash tender offers to purchase and retire $3.0 billion combined aggregate principal amount of its outstanding notes with a weighted average interest rate of 4.80%. As a result of the 2020 cash tender offers, the Company recognized a loss on extinguishment of debt of $1.1 billion which includes premium paid to holders of the debt, unamortized deferred financing fees and original issue discounts, and loss on reverse treasury lock derivative contracts. See Note 9 for additional information regarding the reverse treasury lock derivative contracts.
NOTE 9: Derivative Instruments
Cash Flow HedgesDerivatives Designated as Hedging Instruments
The notional amounts of the Company’s material derivative instruments are as follows:
| | | | | | | | | | | |
| (In millions) | January 28, 2022 | | January 29, 2021 |
| Cash flow hedges: | | | |
| Forward interest rate swap agreement notional amounts | $ | 2,560 | | | $ | 638 | |
| Fair value hedges: | | | |
| Fixed-to-floating interest rate swap agreement notional amounts | $ | 850 | | | $ | — | |
The Company held forward interest rate swap agreements with notional amounts totaling $638 million at January 29, 2021, and $770 million at January 31, 2020. See Note 3 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications.
The impact of forward interest rate swap derivatives, both matured and outstanding, designated as cash flow hedges recorded in other comprehensive income and earnings for 2021, 2020, 2019, and 2018,2019, including its line item in the financial statements, is as follows:
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 |
| Other comprehensive income | | | | | |
| Cash flow hedges – net of tax (expense)/benefit of $21 million, $8 million, and $0 million, respectively | (76) | | | (23) | | | (1) | |
| Net earnings | | | | | |
| Interest – net | 10 | | | 2 | | | 0 | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Other comprehensive income: | | | | | |
| Cash flow hedges – net of tax (expense)/benefit of ($35) million, $21 million, and $8 million, respectively | $ | 103 | | | $ | (76) | | | $ | (23) | |
| Net earnings: | | | | | |
| Interest – net | $ | 11 | | | $ | 10 | | | $ | 2 | |
Other Derivatives Not Designated as Hedging Instruments
To hedge the economic risk of changes in value of the 2020 cash tender offers prior to the pricing date, the Company entered into reverse treasury lock derivative contracts with a combined notional amount of $2.0 billion. Upon the pricing of the 2020 cash tender offers, the Company settled the reverse treasury lock derivative contracts and made a payment to its counterparty for $26 million, which is included in loss on extinguishment of debt in the consolidated statements of earnings for the year ended January 29, 2021. The cash flows related to these contracts are included within financing activities in the accompanying consolidated statements of cash flows.
NOTE 10: Shareholders’ (Deficit)/Equity
Authorized shares of preferred stock were 5.0 million ($5 par value) at January 28, 2022 and January 29, 2021, and January 31, 2020, NaNnone of which have been issued. The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series, having such voting rights, dividend and liquidation preferences, and such conversion and other rights as may be designated by the Board of Directors at the time of issuance.
Authorized shares of common stock were 5.6 billion ($0.50 par value) at January 29, 202128, 2022 and January 31, 2020.29, 2021.
The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private off-market transactions. Shares purchased under the repurchase program are retired and returned to authorized and unissued status. On December 9, 2020,15, 2021, the Company announced that its Board of Directors authorized a $15.0$13.0 billion share repurchase under the program, in addition to the $10.0$15.0 billion of share repurchases authorized by the Board of Directors in December 2018,2020, with no expiration. As of January 29, 2021,28, 2022, the Company had $19.7 billion remaining under the program.
During the year ended January 29, 2021,28, 2022, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 24.241.6 million shares of the Company’s common stock for $3.5$8.7 billion. At inception, the Company paid the financial institutions using cash on hand and took initial delivery of shares. Under the terms of the ASR agreements, upon settlement, the Company would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution. The Company controlled its election to either deliver additional shares or cash to the financial institution and was subject to provisions which limited the number of shares the Company would be required to deliver.
The final number of shares received upon settlement of each ASR agreement was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. The initial repurchase of shares under these agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
These ASR agreements were accounted for as treasury stock transactions and forward stock purchase contracts. The par value of the shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and (accumulated deficit)/retained earnings. The forward stock purchase contracts were considered indexed to the Company’s own stock and were classified as equity instruments.
The terms of each ASR agreement entered into during the last three fiscal years, structured as outlined above, followare as follows (in millions):
| | Agreement Execution Date | Agreement Execution Date | ASR Settlement Date | ASR Agreement Amount | Minimum Notional Amount1 | Maximum Notional Amount1 | Cash Payment Received at Settlement1 | Initial Shares Delivered | Additional Shares Delivered at Settlement | Total Shares Delivered | Agreement Execution Date | ASR Settlement Date | ASR Agreement Amount | Minimum Notional Amount1 | Maximum Notional Amount1 | Cash Payment Received at Settlement1 | Initial Shares Delivered | Additional Shares Delivered at Settlement | Total Shares Delivered |
| Q2 2018 | $ | 550 | | $ | — | | $ | — | | $ | — | | 4.8 | | 0.8 | | 5.6 | | |
| Q3 2018 | 310 | | — | | — | | — | | 2.5 | | 0.3 | | 2.8 | | |
| Q4 2018 | Q1 2019 | 270 | | — | | — | | — | | 2.6 | | 0.3 | | 2.9 | | |
| Q1 2019 | Q1 2019 | 350 | | 350 | | 500 | | 150 | | 2.9 | | 0.3 | | 3.2 | | Q1 2019 | $ | 350 | | $ | 350 | | $ | 500 | | $ | 150 | | 2.9 | | 0.3 | | 3.2 | |
| Q2 2019 | Q2 2019 | 990 | | 990 | | 1,410 | | 420 | | 8.9 | | 1.0 | | 9.9 | | Q2 2019 | 990 | | 990 | | 1,410 | | 420 | | 8.9 | | 1.0 | | 9.9 | |
| Q3 2019 | Q3 2019 | 397 | | 350 | | 500 | | 103 | | 2.8 | | 0.8 | | 3.6 | | Q3 2019 | 397 | | 350 | | 500 | | 103 | | 2.8 | | 0.8 | | 3.6 | |
| Q1 2020 | Q1 2020 | 500 | | — | | — | | — | | 3.9 | | 1.6 | | 5.5 | | Q1 2020 | 500 | | — | | — | | — | | 3.9 | | 1.6 | | 5.5 | |
| Q4 2020 | Q4 2020 | 3,000 | | — | | — | | — | | 17.1 | | 1.6 | | 18.7 | | Q4 2020 | 3,000 | | — | | — | | — | | 17.1 | | 1.6 | | 18.7 | |
| Q1 2021 | | Q1 2021 | 2,000 | | — | | — | | — | | 10.7 | | 0.2 | | 10.9 | |
| Q2 2021 | | Q2 2021 | 2,132 | | 1,750 | | 2,500 | | 368 | | 7.2 | | 4.0 | | 11.2 | |
| Q3 2021 | | Q3 2021 | 1,592 | | 1,500 | | 2,000 | | 408 | | 5.9 | | 1.7 | | 7.6 | |
| Q4 2021 | | Q4 2021 | 3,000 | | — | | — | | — | | 10.3 | | 1.6 | | 11.9 | |
1The Company entered into variable notional ASR agreements with third-party financial institutions to repurchase between a minimum notional amount and a maximum notional amount. At inception of each transaction, the Company paid the maximum notional amount and received shares. When the Company finalized each transaction, it received additional shares as well as a cash payment from the third-party financial institution equal to the difference between the prepayment amount (maximum notional amount) and the final notional amount.
During the year ended January 29, 2021,28, 2022, the Company also repurchased shares of its common stock through the open market totaling 10.021.0 million shares for a cost of $1.4$4.3 billion.
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 restricted stock awards and performance share units.
SharesTotal shares repurchased for 2021, 2020, 2019, and 20182019 were as follows:
| | | Years Ended | | | Years Ended | |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 | |
| (In millions) | (In millions) | Shares | | Cost 1 | | Shares | | Cost 1 | | Shares | | Cost 1 | | (In millions) | Shares | | Cost 1 | | Shares | | Cost 1 | | Shares | | Cost 1 | |
| Share repurchase program | Share repurchase program | 34.2 | | | $ | 4,940 | | | 41.0 | | | $ | 4,288 | | | 31.2 | | | $ | 2,999 | | | Share repurchase program | 62.6 | | | $ | 12,990 | | | 34.2 | | | $ | 4,940 | | | 41.0 | | | $ | 4,288 | | |
| Shares withheld from employees | Shares withheld from employees | 0.1 | | | 11 | | | 0.3 | | | 37 | | | 0.5 | | | 46 | | | Shares withheld from employees | 0.4 | | | 84 | | | 0.1 | | | 11 | | | 0.3 | | | 37 | | |
| Total share repurchases | Total share repurchases | 34.3 | | | $ | 4,951 | | | 41.3 | | | $ | 4,325 | | | 31.7 | | | $ | 3,045 | | | Total share repurchases | 63.0 | | | $ | 13,074 | | | 34.3 | | | $ | 4,951 | | | 41.3 | | | $ | 4,325 | | |
1 Reductions of $12.6 billion, $4.7 billion, $4.1 billion, and $2.8$4.1 billion were recorded to (accumulated deficit)/retained earnings, after capital in excess of par value was depleted, for 2021, 2020, 2019, and 2018,2019, respectively.
NOTE 11: Accounting for Share-Based Payments
Overview of Share-Based Payment Plans
The Company has a number of active and inactive equity incentive plans (the Incentive Plans) under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. The Company also has an employee stock purchase plan (the ESPP) that allows employees to purchase Company shares at a discount through payroll deductions. All of these plans contain a non-discretionary anti-dilution provision that is designed to equalize the value of an award as a result of any stock dividend, stock split, recapitalization, or any other similar equity restructuring.
A total of 199.0 million shares have been previously authorized for grant to key employees and non-employee directors under all of the Company’s Incentive Plans, but only 80.0 million of those shares were authorized for grants of share-based awards to key employees and non-employee directors under the Company’s currently active Incentive Plans. At January 29, 2021,Plans, of which there were 27.727.0 million shares remaining available for grants under the currently active Incentive Plansas of January 28, 2022.
On May 29, 2020, shareholders approved the Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan (the 2020 ESPP), which permits a maximum number of shares offered under the new plan of 20.0 million shares. The first offering date under
the 2020 ESPP began December 1, 2020, following the expiration of the Lowe’s Companies Employee Stock Purchase Plan – Stock Options for Everyone (the Former ESPP), under which. From its adoption to expiration on November 30, 2020, there were 50.5 million of the 70.0 million authorized shares were issued from its adoption to expiration onunder the last exercise date on November 30, 2020.Former ESPP. The first offering period under the 2020 ESPP endsended May 31, 2021, with the automatic exercise of options to occuroccurring the same day, thus no shares have been issued thereunder at the timeday. As of filing this Annual Report, andJanuary 28, 2022, there were 20.019.4 million shares remaining available for purchases.
The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $230 million, $155 million, and $98 million in 2021, 2020, and $74 million in 2020, 2019, and 2018 respectively. The total associated income tax benefit recognized, exclusive of excess tax benefits, was $29$40 million, $15$29 million, and $15 million in 2021, 2020, 2019, and 2018,2019, respectively.
Total unrecognized share-based payment expense for all share-based payment plans was $290$299 million at January 29, 2021,28, 2022, of which $159$186 million will be recognized in 2021, $1132022, $97 million in 2022,2023, and $19$16 million thereafter. This results in these amounts being recognized over a weighted-average period of 1.61.5 years.
For all share-based payment awards, the expense recognized has been adjusted for estimated forfeitures where the requisite service is not expected to be met. Estimated forfeiture rates are developed based on the Company’s analysis of historical forfeiture data for homogeneous employee groups.
General terms and methods of valuation for the Company’s share-based awards are as follows:
Stock Options
Stock options have terms of 10 years, with one-third of each grant vesting each year for three years, subsequent to the date of the grant, and are assigned an exercise price equal to the closing market price of a share of the Company’s common stock on the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2021, 2020, 2019, and 20182019 are as follows:
| | | Years Ended | | Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Weighted-average assumptions used: | Weighted-average assumptions used: | | Weighted-average assumptions used: | |
| Expected volatility | Expected volatility | 28.8 | % | | 23.0 | % | | 23.3 | % | Expected volatility | 30.2 | % | | 28.8 | % | | 23.0 | % |
| Dividend yield | Dividend yield | 1.78 | % | | 1.73 | % | | 1.71 | % | Dividend yield | 1.73 | % | | 1.78 | % | | 1.73 | % |
| Risk-free interest rate | Risk-free interest rate | 0.47 | % | | 2.28 | % | | 2.71 | % | Risk-free interest rate | 1.25 | % | | 0.47 | % | | 2.28 | % |
| Expected term, in years | Expected term, in years | 6.50 | | 6.38 | | 6.58 | Expected term, in years | 6.49 | | 6.50 | | 6.38 |
| | Weighted-average grant date fair value | Weighted-average grant date fair value | $ | 18.82 | | | $ | 23.66 | | | $ | 21.12 | | Weighted-average grant date fair value | $ | 49.47 | | | $ | 18.82 | | | $ | 23.66 | |
The total intrinsic value of options exercised, representing the difference between the exercise price and the market price on the date of exercise, was approximately $46 million, $60 million, and $44 million in 2021, 2020, and $36 million in 2020, 2019, and 2018, respectively.
Transactions related to stock options for the fiscal year ended January 29, 202128, 2022 are summarized as follows:
| | | Shares
(In thousands) | | Weighted-Average Exercise Price Per Share | | Weighted-Average Remaining Term (In years) | | Aggregate Intrinsic Value (In thousands) | | Shares
(In thousands) | | Weighted-Average Exercise Price Per Share | | Weighted-Average Remaining Term (In years) | | Aggregate Intrinsic Value (In thousands) |
| Outstanding at January 31, 2020 | 2,343 | | | $ | 86.01 | | | |
| Outstanding at January 29, 2021 | | Outstanding at January 29, 2021 | 2,135 | | | $ | 89.51 | | |
| Granted | Granted | 842 | | | 82.29 | | | Granted | 318 | | | 191.31 | | |
| Canceled, forfeited or expired | Canceled, forfeited or expired | (139) | | | 93.68 | | | Canceled, forfeited or expired | (81) | | | 112.50 | | |
| Exercised | Exercised | (911) | | | 73.20 | | | Exercised | (361) | | | 79.72 | | |
| Outstanding at January 29, 2021 | 2,135 | | | $ | 89.51 | | | 7.87 | | $ | 165,091 | | |
Vested and expected to vest at January 29, 20211 | 2,037 | | | $ | 89.60 | | | 7.81 | | $ | 157,355 | | |
| Exercisable at January 29, 2021 | 819 | | | $ | 86.80 | | | 6.56 | | $ | 65,558 | | |
| Outstanding at January 28, 2022 | | Outstanding at January 28, 2022 | 2,011 | | | $ | 106.43 | | | 7.44 | | $ | 258,513 | |
Vested and expected to vest at January 28, 20221 | | Vested and expected to vest at January 28, 20221 | 1,963 | | | $ | 105.39 | | | 7.41 | | $ | 254,439 | |
| Exercisable at January 28, 2022 | | Exercisable at January 28, 2022 | 1,072 | | | $ | 93.24 | | | 6.66 | | $ | 151,988 | |
1 Includes outstanding vested options as well as outstanding nonvested options after a forfeiture rate is applied.
Restricted Stock Awards
Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest at the end of a three-year period from the date of grant. Beginning in fiscal 2019, certain awards vest 50% at the end of a two-year period from the date of grant and 50% at the end of a three-year period from the date of grant. Certain awards vest 100% at the end of a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock awards granted was $83.83,$192.26, $109.04,83.83, and $86.99$109.04 in 2021, 2020, 2019, and 2018,2019, respectively. The total fair value of restricted stock awards vesting each year was approximately $200 million, $31 million, and $64 million in 2021, 2020, and $85 million in 2020, 2019, and 2018, respectively.
Transactions related to restricted stock awards for the fiscal year ended January 29, 202128, 2022 are summarized as follows:
| | | Shares
(In thousands) | | Weighted-Average Grant-Date Fair Value Per Share | | Shares
(In thousands) | | Weighted-Average Grant-Date Fair Value Per Share |
| Nonvested at January 31, 2020 | 1,997 | | | $ | 97.81 | | |
| Nonvested at January 29, 2021 | | Nonvested at January 29, 2021 | 2,972 | | | $ | 92.30 | |
| Granted | Granted | 1,599 | | | 83.83 | | Granted | 672 | | | 192.26 | |
| Vested | Vested | (307) | | | 83.76 | | Vested | (1,026) | | | 96.02 | |
| Canceled or forfeited | Canceled or forfeited | (317) | | | 93.38 | | Canceled or forfeited | (311) | | | 113.04 | |
| Nonvested at January 29, 2021 | 2,972 | | | $ | 92.30 | | |
| Nonvested at January 28, 2022 | | Nonvested at January 28, 2022 | 2,307 | | | $ | 117.04 | |
Deferred Stock Units
Deferred stock units are valued at the market price of a share of the Company’s common stock on the date of grant. For non-employee Directors, these awards vest immediately and are expensed on the grant date. During 2021, 2020, 2019, and 2018,2019, each non-employee Director was awarded a number of deferred stock units determined by dividing the annual award amount by the fair market value of a share of the Company’s common stock on the award date and rounding up to the next 100 units. The annual award amount used to determine the number of deferred stock units granted to each Director was $175,000 for 2021, 2020, 2019, and 2018.2019. During 2018, the Company appointed a new Chairman of the Board who received an additional grant of deferred stock units. The award amount used to determine the additional units granted was $140,000. During 2020, 15,1002021, 9,800 deferred stock units were granted and immediately vested for non-employee Directors. The weighted-average grant-date fair value per share of deferred stock units granted was $194.83, $130.35, and $93.28 in 2021, 2020, and $95.83 in 2020, 2019, and 2018, respectively. The total fair value of deferred stock units vested was $2 million, $2 million, and $2 million in 2021, 2020, 2019, and 2018,2019, respectively. At January 29, 2021,28, 2022, there were 142 thousand107,000 deferred stock units outstanding, all of which are vested.
Performance Share Units
The Company issues performance share units classified as equity awards. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations
recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. Performance share units do not have dividend rights. The Company uses historical data to estimate the timing and amount of forfeitures.
The Company’s performance share units are classified as equity and contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. For awards issued in fiscal 2019 and after, the performance condition is primarily based on the achievement of the Company’s target return on invested capital (ROIC). For awards issued prior to fiscal 2019, the performance condition is primarily based on the achievement of the Company’s target return on non-cash average assets (RONCAA).
The performance share units contain a market condition modifier, in addition to having a performance and service condition. The performance condition for these awards continues to be based primarily on the achievement of the Company’s ROIC or RONCAAreturn on invested capital (ROIC) targets. The market condition is based on the Company’s total shareholder return (TSR) compared to the median TSR of companies listed in the S&P 500 Index over a three yearthree-year performance period. The Company uses a Monte-Carlo simulation to determine the grant date fair value for these awards, which takes into consideration the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period, as well as the possible outcomes pertaining to the TSR market condition.
The weighted-average assumptions used in the Monte Carlo simulations for these awards granted in 2021, 2020, and 2019 are as follows:
| | | Years Ended | | Years Ended |
| | January 29, 2021 | | January 31, 2020 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Weighted-average assumptions used: | Weighted-average assumptions used: | | Weighted-average assumptions used: | |
| Expected volatility | Expected volatility | 38.5 | % | | 24.1 | % | Expected volatility | 37.5 | % | | 38.5 | % | | 24.1 | % |
| Dividend yield | Dividend yield | 1.89 | % | | 1.89 | % | Dividend yield | 1.77 | % | | 1.89 | % | | 1.89 | % |
| Risk-free interest rate | Risk-free interest rate | 0.13 | % | | 2.28 | % | Risk-free interest rate | 0.35 | % | | 0.13 | % | | 2.28 | % |
| Expected term, in years | Expected term, in years | 2.42 | | 2.84 | Expected term, in years | 2.84 | | 2.42 | | 2.84 |
In general, 0% to 200% of the Company’s performance share units vest at the end of a three yearthree-year service period from the date of grant based upon achievement of the performance condition, or a combination of the performance and market conditions, specified in the performance share unit agreement.
The weighted-average grant-date fair value per unit of performance share units classified as equity awards granted was $208.74, $203.85, and $115.93 in 2021, 2020, and $82.222019, respectively. There were no performance share units vesting in 2020, 2019, and 2018, respectively.2021 or 2020. The total fair value of performance share units vesting was approximately $0 million, $19 million and $13 million in 2020, 2019, and 2018, respectively.2019.
Transactions related to performance share units classified as equity awards for the fiscal year ended January 29, 202128, 2022 are summarized as follows:
| | | Units
(In thousands)1 | | Weighted-Average Grant-Date Fair Value Per Unit | | Units
(In thousands)1 | | Weighted-Average Grant-Date Fair Value Per Unit |
| Nonvested at January 31, 2020 | 569 | | | $ | 97.86 | | |
| Nonvested at January 29, 2021 | | Nonvested at January 29, 2021 | 703 | | | $ | 149.61 | |
| Granted | Granted | 348 | | | 203.85 | | Granted | 165 | | | 208.74 | |
| Vested | 0 | | | 0 | | |
| | Canceled or forfeited | Canceled or forfeited | (214) | | | 100.17 | | Canceled or forfeited | (222) | | | 104.68 | |
| Nonvested at January 29, 2021 | 703 | | | $ | 149.61 | | |
| Nonvested at January 28, 2022 | | Nonvested at January 28, 2022 | 646 | | | $ | 180.13 | |
¹ The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. As of January 29, 2021,28, 2022, the maximum number of nonvested units that could vest under the provisions of the agreements was 0.4 million for the RONCAA awards and 1.1 million for the ROIC awards.1.3 million.
Restricted Stock Units
Restricted stock units do not have dividend rights and are valued at the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period. In general, these awards vest at the end of a three-year period from the date of grant. Beginning in fiscal 2019, certain awards vest 50% at the end of a two-year period from the date of grant and 50% at the end of a three-year period from the date of grant. Certain awards vest 100% at the end of a three-year period from the date of grant. All awards are expensed on a straight-line basis over that period, which is considered to be the requisite service period. The Company uses historical data to estimate the
timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock units granted was $184.40, $75.59, and $103.40 in 2021, 2020, and $80.32 in 2020, 2019, and 2018, respectively. The total fair value of restricted stock units vesting was approximately $47 million, $5 million, and $9 million in 2021, 2020, and $7 million in 2020, 2019, and 2018, respectively.
Transactions related to restricted stock units for the fiscal year ended January 29, 202128, 2022 are summarized as follows:
| | | Shares
(In thousands) | | Weighted-Average Grant-Date Fair Value Per Share | | Shares
(In thousands) | | Weighted-Average Grant-Date Fair Value Per Share |
| Nonvested at January 31, 2020 | 506 | | | $ | 96.39 | | |
| Nonvested at January 29, 2021 | | Nonvested at January 29, 2021 | 992 | | | $ | 84.84 | |
| Granted | Granted | 662 | | | 75.59 | | Granted | 329 | | | 184.40 | |
| Vested | Vested | (41) | | | 75.16 | | Vested | (240) | | | 94.71 | |
| Canceled or forfeited | Canceled or forfeited | (135) | | | 83.92 | | Canceled or forfeited | (187) | | | 110.10 | |
| Nonvested at January 29, 2021 | 992 | | | $ | 84.84 | | |
| Nonvested at January 28, 2022 | | Nonvested at January 28, 2022 | 894 | | | $ | 113.51 | |
ESPP
On May 29, 2020, shareholders approved the 2020 ESPP. The first offering date under the 2020 ESPP began December 1, 2020, following the expiration of the Former ESPP. The purchase price of the shares under both the 2020 ESPP and the Former ESPP equals 85% of the closing price on the date of purchase. The Company’s share-based payment expense per share is equal to 15% of the closing price on the date of purchase. The ESPP is considered a liability award and is measured at fair value at each reporting date, and the share-based payment expense is recognized over the six-month offering period. Under the 2020 ESPP, the Company issued 0.6 million shares of common stock in 2021 and recognized $20 million of share-based payment expense. Under the Former ESPP, the Company issued 0.7 million shares of common stock in 2020,and 0.8 million shares of common stock in 2020 and 2019, and 0.9 million shares of common stock in 2018respectively, and recognized $16 million and $13 million of share-based payment expense pursuant to the Former ESPP in 2020 and $13 million of share-based payment expense pursuant to the Former ESPP in 2019, and 2018. The first offering period under the 2020 ESPP ends May 31, 2021 with the automatic exercise of options to occur the same day; no shares have been issued thereunder at the time of filing this Annual Report.respectively.
NOTE 12: Employee Retirement Plans
The Company maintains a defined contribution retirement plan for eligible employees (the 401(k) Plan). Eligible employees may participate in the 401(k) Plan the first of the month after thirty days of employment. The Company makes contributions to the 401(k) Plan each payroll period, based upon a matching formula applied to employee deferrals (the Company
Match). Participants are eligible to receive the Company Match pursuant to the terms of the 401(k) Plan. The Company Match varies based on how much the employee elects to defer up to a maximum of 4.25% of eligible compensation. The Company Match is invested identically to employee contributions and is immediately vested.
The Company maintains a Benefit Restoration Plan to supplement benefits provided under the 401(k) Plan to participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986. This plan provides for employee salary deferrals and employer contributions in the form of a Company Match.
The Company maintains a non-qualified deferred compensation program called the Lowe’s Cash Deferral Plan. This plan is designed to permit certain employees to defer receipt of portions of their compensation, thereby delaying taxation on the deferral amount and on subsequent earnings until the balance is distributed. This plan does not provide for Company contributions.
The Company recognized expense associated with these employee retirement plans of $175$177 million, $175 million, and $164$175 million in 2021, 2020, 2019, and 2018,2019, respectively.
NOTE 13: Income Taxes
The following is a reconciliation of the federal statutory tax rate to the effective tax rate:
| | | Years Ended | | Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Statutory federal income tax rate | Statutory federal income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % | Statutory federal income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State income taxes, net of federal tax benefit | State income taxes, net of federal tax benefit | 4.0 | | | 4.1 | | | 4.8 | | State income taxes, net of federal tax benefit | 4.0 | | | 4.0 | | | 4.1 | |
| Valuation allowance | Valuation allowance | 0 | | | 1.3 | | | 0 | | Valuation allowance | — | | | — | | | 1.3 | |
| Goodwill impairment | 0 | | | 0 | | | 5.5 | | |
| | Mexico impairment | Mexico impairment | 0 | | | (1.4) | | | 1.5 | | Mexico impairment | — | | | — | | | (1.4) | |
| Other, net | Other, net | (0.4) | | | (1.1) | | | (1.0) | | Other, net | (0.3) | | | (0.4) | | | (1.1) | |
| Effective tax rate | Effective tax rate | 24.6 | % | | 23.9 | % | | 31.8 | % | Effective tax rate | 24.7 | % | | 24.6 | % | | 23.9 | % |
The components of the income tax provision are as follows:
| | | Years Ended | | Years Ended |
| (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Current: | Current: | | Current: | |
| Federal | Federal | $ | 1,578 | | | $ | 935 | | | $ | 963 | | Federal | $ | 2,069 | | | $ | 1,578 | | | $ | 935 | |
| State | State | 425 | | | 268 | | | 274 | | State | 557 | | | 425 | | | 268 | |
Total current 1 | Total current 1 | 2,003 | | | 1,203 | | | 1,237 | | Total current 1 | 2,626 | | | 2,003 | | | 1,203 | |
| Deferred: | Deferred: | | Deferred: | |
| Federal | Federal | (73) | | | 121 | | | (102) | | Federal | 129 | | | (73) | | | 121 | |
| State | State | (26) | | | 18 | | | (55) | | State | 11 | | | (26) | | | 18 | |
Total deferred 1 | Total deferred 1 | (99) | | | 139 | | | (157) | | Total deferred 1 | 140 | | | (99) | | | 139 | |
| Total income tax provision | Total income tax provision | $ | 1,904 | | | $ | 1,342 | | | $ | 1,080 | | Total income tax provision | $ | 2,766 | | | $ | 1,904 | | | $ | 1,342 | |
1 Amounts applicable to foreign income taxes were insignificant for all periods presented.
The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:
| | (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | (In millions) | January 28, 2022 | | January 29, 2021 |
| Deferred tax assets: | Deferred tax assets: | | Deferred tax assets: | |
| Self-insurance | Self-insurance | $ | 284 | | | $ | 260 | | Self-insurance | $ | 287 | | | $ | 284 | |
| Share-based payment expense | Share-based payment expense | 48 | | | 30 | | Share-based payment expense | 53 | | | 48 | |
| | Operating lease liabilities | Operating lease liabilities | 1,328 | | | 1,377 | | Operating lease liabilities | 1,386 | | | 1,328 | |
| | Capital loss carryforwards | Capital loss carryforwards | 225 | | | 225 | | Capital loss carryforwards | 225 | | | 225 | |
| Net operating losses | Net operating losses | 274 | | | 273 | | Net operating losses | 251 | | | 274 | |
| Other, net | Other, net | 337 | | | 131 | | Other, net | 242 | | | 337 | |
| Total deferred tax assets | Total deferred tax assets | 2,496 | | | 2,296 | | Total deferred tax assets | 2,444 | | | 2,496 | |
| Valuation allowance | Valuation allowance | (601) | | | (561) | | Valuation allowance | (590) | | | (601) | |
| Net deferred tax assets | Net deferred tax assets | 1,895 | | | 1,735 | | Net deferred tax assets | 1,854 | | | 1,895 | |
| | Deferred tax liabilities: | Deferred tax liabilities: | | Deferred tax liabilities: | |
| Operating lease assets | Operating lease assets | (1,146) | | | (1,198) | | Operating lease assets | (1,378) | | | (1,146) | |
| Property | Property | (382) | | | (293) | | Property | (267) | | | (382) | |
| Other, net | Other, net | (27) | | | (28) | | Other, net | (45) | | | (27) | |
| Total deferred tax liabilities | Total deferred tax liabilities | (1,555) | | | (1,519) | | Total deferred tax liabilities | (1,690) | | | (1,555) | |
| | Net deferred tax asset | $ | 340 | | | $ | 216 | | |
| Net deferred tax assets | | Net deferred tax assets | $ | 164 | | | $ | 340 | |
As of January 29, 2021,28, 2022, the Company reported a deferred tax asset of $225 million, for the capital loss realized in 2017 for U.S. federal income tax purposes related to the exit from the Company’s joint venture investment in Australia. Since no present or future capital gains have been identified through which the asset can be realized, the Company has a full valuation allowance against the deferred tax asset. For U.S. federal tax purposes, this loss has a five-year carryforward period expiring at the end of fiscal 2022.
The Company operates Lowe’s Companies Canada, ULC as a branch and has cumulatively incurred Canadian net operating losses of $769$750 million and $738$769 million as of January 29, 202128, 2022 and January 31, 2020,29, 2021, respectively. The Company operates RONA inc. as a foreign corporation and has cumulatively incurred Canadian net operating losses of $261$189 million and $292$261 million as of January 29, 202128, 2022 and January 31, 2020,29, 2021, respectively. These net operating losses are subject to expiration in 2024 through 2040.2041. Deferred tax assets have been established for these foreign net operating losses in the accompanying consolidated balance sheets. Given the uncertainty regarding the realization of the foreign net deferred tax assets, the Company recorded cumulative valuation allowances of $357$346 million and $319$357 million as of January 29, 202128, 2022 and January 31, 2020,29, 2021, respectively. These valuation allowances are based on management’s assessment of the available positive and negative evidence to estimate the realization of this entity’s existing deferred tax assets.A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year periods ended January 28, 2022 and January 29, 2021, and January 31, 2020, respectively.The amount of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and if estimates of future taxable income are increased.
A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
| | | Years Ended | | Years Ended |
| (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Unrecognized tax benefits, beginning of year | Unrecognized tax benefits, beginning of year | $ | 4 | | | $ | 10 | | | $ | 0 | | Unrecognized tax benefits, beginning of year | $ | 2 | | | $ | 4 | | | $ | 10 | |
| Additions for tax positions of prior years | Additions for tax positions of prior years | 0 | | | 2 | | | 10 | | Additions for tax positions of prior years | 38 | | | — | | | 2 | |
| | Reductions for tax positions of prior years | Reductions for tax positions of prior years | 0 | | | (3) | | | 0 | | Reductions for tax positions of prior years | — | | | — | | | (3) | |
| Settlements | Settlements | (2) | | | (5) | | | 0 | | Settlements | (2) | | | (2) | | | (5) | |
| | Unrecognized tax benefits, end of year | Unrecognized tax benefits, end of year | $ | 2 | | | $ | 4 | | | $ | 10 | | Unrecognized tax benefits, end of year | $ | 38 | | | $ | 2 | | | $ | 4 | |
The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $38 million as of January 28, 2022 and $2 million as of January 29, 2021 and $3 million as of January 31, 2020.
The interest income andnet interest expense recognized by the Company related to uncertain tax positions was $12 million for 2021, and insignificant for 2020 2019, and 2018.2019. The Company had $11 million and $1 million of accrued interest related to uncertain tax positions as of January 28, 2022 and January 29, 2021.
Penalties recognized related to uncertain tax positions were $4 million for 2021 and insignificant for tax years 2020 2019, and 2018. There were2019. The Company had $4 million of accrued penalties related to uncertain tax positions as of January 28, 2022, and no accrued penalties as of January 29, 2021, and penalties were insignificant as of January 31, 2020.2021.
The Company is subject to examination by various foreign and domestic taxing authorities. There are ongoing U.S. state audits covering tax years 2015 to 2019.2020. An audit of the Company’s Canadian operations by the Canada Revenue Agency for fiscal years 2015 and 2016 is on-going. The Company remains subject to income tax examinations for fiscal years 2015 through 2019.2020. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.
Note 14: Earnings Per Share
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a nonforfeitable right to receive dividends and, therefore, are considered to participate in undistributed earnings with common shareholders.
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares as of the balance sheet
date, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table reconciles earnings per common share for 2021, 2020, 2019, and 2018:2019:
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions, except per share data) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 |
| Basic earnings per common share: | | | | | |
| Net earnings attributable to Lowe's Companies, Inc. | $ | 5,835 | | | $ | 4,281 | | | $ | 2,314 | |
| Less: Net earnings allocable to participating securities | (24) | | | (13) | | | (7) | |
| | | | | |
| Net earnings allocable to common shares, basic | $ | 5,811 | | | $ | 4,268 | | | $ | 2,307 | |
| Weighted-average common shares outstanding | 748 | | | 777 | | | 811 | |
| Basic earnings per common share | $ | 7.77 | | | $ | 5.49 | | | $ | 2.84 | |
| Diluted earnings per common share: | | | | | |
| Net earnings attributable to Lowe's Companies, Inc. | $ | 5,835 | | | $ | 4,281 | | | $ | 2,314 | |
| Less: Net earnings allocable to participating securities | (24) | | | (13) | | | (7) | |
| | | | | |
| Net earnings allocable to common shares, diluted | $ | 5,811 | | | $ | 4,268 | | | $ | 2,307 | |
| Weighted-average common shares outstanding | 748 | | | 777 | | | 811 | |
| Dilutive effect of non-participating share-based awards | 2 | | | 1 | | | 1 | |
| Weighted-average common shares, as adjusted | 750 | | | 778 | | | 812 | |
| Diluted earnings per common share | $ | 7.75 | | | $ | 5.49 | | | $ | 2.84 | |
Anti-dilutive securities excluded from diluted weighted-average common shares outstanding totaled 0.3 million, 0.9 million, and 0.5 million shares for 2020, 2019, and 2018, respectively. | | | | | | | | | | | | | | | | | |
| Years Ended |
| (In millions, except per share data) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Basic earnings per common share: | | | | | |
| Net earnings attributable to Lowe's Companies, Inc. | $ | 8,442 | | | $ | 5,835 | | | $ | 4,281 | |
| Less: Net earnings allocable to participating securities | (33) | | | (24) | | | (13) | |
| | | | | |
| Net earnings allocable to common shares, basic | $ | 8,409 | | | $ | 5,811 | | | $ | 4,268 | |
| Weighted-average common shares outstanding | 696 | | | 748 | | | 777 | |
| Basic earnings per common share | $ | 12.07 | | | $ | 7.77 | | | $ | 5.49 | |
| Diluted earnings per common share: | | | | | |
| Net earnings attributable to Lowe's Companies, Inc. | $ | 8,442 | | | $ | 5,835 | | | $ | 4,281 | |
| Less: Net earnings allocable to participating securities | (33) | | | (24) | | | (13) | |
| | | | | |
| Net earnings allocable to common shares, diluted | $ | 8,409 | | | $ | 5,811 | | | $ | 4,268 | |
| Weighted-average common shares outstanding | 696 | | | 748 | | | 777 | |
| Dilutive effect of non-participating share-based awards | 3 | | | 2 | | | 1 | |
| Weighted-average common shares, as adjusted | 699 | | | 750 | | | 778 | |
| Diluted earnings per common share | $ | 12.04 | | | $ | 7.75 | | | $ | 5.49 | |
| | | | | |
| Anti-dilutive securities excluded from diluted weighted-average common shares | 0.3 | | | 0.3 | | | 0.9 | |
NOTE 15: Commitments and Contingencies
The Company is, from time to time, party to various legal proceedings considered to be in the normal course of business, none of which, individually or in the aggregate, are expected to be material to the Company’s financial statements. In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these matters. The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented. Reasonably possible losses for any of the individual legal proceedings which have not been accrued were not material to the Company’s consolidated financial statements.
As of January 29, 2021,28, 2022, the Company had non-cancellable commitments of $1.1$1.6 billion related to certain marketing and information technology programs, and purchases of merchandise inventory. These commitments include agreements to purchase goods or services that are enforceable, are legally binding, and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Payments under these commitments are scheduled to be made as follows: 2021, $654 million; 2022, $258 million;$1.1 billion; 2023, $106$402 million; 2024, $50$78 million; thereafter, $502025, $68 million; 2026, $9 million.
At January 29, 2021,28, 2022, the Company held standby and documentary letters of credit issued under banking arrangements which totaled $61$462 million. The majority of the Company’s letters of credit were issued for insurance and construction contracts.to support the Company’s warranty program.
NOTE 16: Related Parties
A former member of the Company’s Board of Directors also serves on the Board of Directors of a vendor that provides branded consumer packaged goods to the Company. The Company purchased products from this vendor in the amount of $203 million in 2021, $214 million in 2020, and $165 million in 2019, and $156 million in 2018.2019. Amounts payable to this vendor were insignificant to the Company at January 29, 202128, 2022 and January 31, 2020.29, 2021. This was no longer considered a related party relationship as of January 28, 2022.
The Company’s President and Chief Executive Officer also serves on the Board of Directors of a vendor that provides transportation and business services to the Company. The Company purchased services from this vendor in the amount of $269 million in 2021, $138 million in 2020, and $117 million in 2019, and $91 million in 2018.2019. Amounts payable to this vendor were insignificant to the Company at January 29, 202128, 2022 and January 31, 2020.29, 2021.
NOTE 17: Other Information
Net interest expense is comprised of the following:
| | | Years Ended | | Years Ended |
| (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Long-term debt | Long-term debt | $ | 807 | | | $ | 668 | | | $ | 582 | | Long-term debt | $ | 827 | | | $ | 807 | | | $ | 668 | |
| Lease obligations | Lease obligations | 32 | | | 30 | | | 58 | | Lease obligations | 30 | | | 32 | | | 30 | |
| Short-term borrowings | Short-term borrowings | 13 | | | 0 | | | 0 | | Short-term borrowings | 5 | | | 13 | | | — | |
| Interest income | Interest income | (24) | | | (27) | | | (28) | | Interest income | (12) | | | (24) | | | (27) | |
| Interest capitalized | Interest capitalized | 0 | | | (1) | | | (3) | | Interest capitalized | (3) | | | — | | | (1) | |
| Interest on tax uncertainties | Interest on tax uncertainties | 0 | | | 0 | | | 3 | | Interest on tax uncertainties | 12 | | | — | | | — | |
| Other | Other | 20 | | | 21 | | | 12 | | Other | 26 | | | 20 | | | 21 | |
| Interest – net | Interest – net | $ | 848 | | | $ | 691 | | | $ | 624 | | Interest – net | $ | 885 | | | $ | 848 | | | $ | 691 | |
Supplemental disclosures of cash flow information:
| | | Years Ended | | Years Ended |
| (In millions) | (In millions) | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | (In millions) | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| Cash paid for interest, net of amount capitalized | Cash paid for interest, net of amount capitalized | $ | 824 | | | $ | 671 | | | $ | 635 | | Cash paid for interest, net of amount capitalized | $ | 837 | | | $ | 824 | | | $ | 671 | |
| Cash paid for income taxes, net | Cash paid for income taxes, net | $ | 1,588 | | | $ | 1,423 | | | $ | 1,316 | | Cash paid for income taxes, net | $ | 2,735 | | | $ | 1,588 | | | $ | 1,423 | |
Non-cash investing and financing activities: 1 | Non-cash investing and financing activities: 1 | | Non-cash investing and financing activities: 1 | |
| | Cash dividends declared but not paid | Cash dividends declared but not paid | $ | 440 | | | $ | 420 | | | $ | 385 | | Cash dividends declared but not paid | $ | 537 | | | $ | 440 | | | $ | 420 | |
1See Note 56 for supplemental cash flow disclosures related to finance and operating leases.
Sales by product category:
| | | Years Ended | | Years Ended |
| | January 29, 2021 | | January 31, 2020 | | February 1, 2019 | | January 28, 2022 | | January 29, 2021 | | January 31, 2020 |
| (Dollars in millions) | (Dollars in millions) | Total Sales | | % | | Total Sales | | % | | Total Sales | | % | (Dollars in millions) | Total Sales | | % | | Total Sales | | % | | Total Sales | | % |
| Appliances | Appliances | $ | 12,098 | | | 14 | % | | $ | 9,989 | | | 14 | % | | $ | 9,484 | | | 13 | % | Appliances | $ | 13,427 | | | 14.0 | % | | $ | 12,096 | | | 13.5 | % | | $ | 9,972 | | | 13.8 | % |
| Lumber | | Lumber | 9,722 | | | 10.1 | | | 8,344 | | | 9.3 | | | 5,710 | | | 7.9 | |
| Seasonal & Outdoor Living | Seasonal & Outdoor Living | 8,856 | | | 10 | | | 6,814 | | | 9 | | | 6,592 | | | 9 | | Seasonal & Outdoor Living | 9,555 | | | 9.9 | | | 8,854 | | | 9.9 | | | 6,813 | | | 9.4 | |
| Lawn & Garden | Lawn & Garden | 8,854 | | | 10 | | | 6,481 | | | 9 | | | 6,166 | | | 9 | | Lawn & Garden | 9,043 | | | 9.4 | | | 8,864 | | | 9.9 | | | 6,487 | | | 9.0 | |
| Lumber | 8,337 | | | 9 | | | 5,709 | | | 8 | | | 5,863 | | | 8 | | |
| Kitchens & Bath | Kitchens & Bath | 6,158 | | | 7 | | | 5,434 | | | 8 | | | 5,584 | | | 8 | | Kitchens & Bath | 6,781 | | | 7.0 | | | 6,154 | | | 6.9 | | | 5,430 | | | 7.5 | |
| Tools | Tools | 5,394 | | | 6 | | | 4,246 | | | 6 | | | 4,062 | | | 6 | | Tools | 5,392 | | | 5.6 | | | 5,461 | | | 6.1 | | | 4,295 | | | 6.0 | |
| Millwork | | Millwork | 5,331 | | | 5.5 | | | 4,971 | | | 5.5 | | | 4,202 | | | 5.8 | |
| Paint | Paint | 5,371 | | | 6 | | | 4,074 | | | 6 | | | 4,040 | | | 6 | | Paint | 5,132 | | | 5.3 | | | 5,372 | | | 6.0 | | | 4,073 | | | 5.6 | |
| Millwork | 4,962 | | | 6 | | | 4,197 | | | 6 | | | 4,056 | | | 6 | | |
| Hardware | 4,698 | | | 5 | | | 3,841 | | | 5 | | | 3,724 | | | 5 | | |
| Flooring | Flooring | 4,457 | | | 5 | | | 3,894 | | | 5 | | | 3,905 | | | 5 | | Flooring | 4,952 | | | 5.1 | | | 4,445 | | | 5.0 | | | 3,885 | | | 5.4 | |
| Rough Plumbing | Rough Plumbing | 4,306 | | | 5 | | | 3,742 | | | 5 | | | 3,676 | | | 5 | | Rough Plumbing | 4,762 | | | 4.9 | | | 4,334 | | | 4.8 | | | 3,831 | | | 5.3 | |
| Hardware | | Hardware | 4,581 | | | 4.8 | | | 4,697 | | | 5.2 | | | 3,842 | | | 5.3 | |
| Building Materials | Building Materials | 4,119 | | | 5 | | | 3,452 | | | 5 | | | 3,731 | | | 5 | | Building Materials | 4,370 | | | 4.5 | | | 4,115 | | | 4.6 | | | 3,446 | | | 4.8 | |
| Décor | Décor | 3,493 | | | 4 | | | 2,846 | | | 4 | | | 2,326 | | | 3 | | Décor | 3,732 | | | 3.9 | | | 3,469 | | | 3.9 | | | 2,838 | | | 3.9 | |
| Electrical | | Electrical | 3,536 | | | 3.7 | | | 2,973 | | | 3.3 | | | 2,447 | | | 3.4 | |
| Lighting | Lighting | 3,482 | | | 4 | | | 2,888 | | | 4 | | | 3,022 | | | 4 | | Lighting | 3,429 | | | 3.6 | | | 3,481 | | | 3.9 | | | 2,887 | | | 4.0 | |
| Electrical | 2,969 | | | 3 | | | 2,447 | | | 3 | | | 2,278 | | | 3 | | |
| Other | Other | 2,043 | | | 1 | | | 2,094 | | | 3 | | | 2,800 | | | 5 | | Other | 2,505 | | | 2.7 | | | 1,967 | | | 2.2 | | | 1,990 | | | 2.9 | |
| Net sales | Net sales | $ | 89,597 | | | 100 | % | | $ | 72,148 | | | 100 | % | | $ | 71,309 | | | 100 | % | Net sales | $ | 96,250 | | | 100.0 | % | | $ | 89,597 | | | 100.0 | % | | $ | 72,148 | | | 100.0 | % |
Note: Product category sales for prior periods have been reclassified to conform to the current year presentation.
SUPPLEMENTARY DATA
Selected Quarterly Data (UNAUDITED)
The following table summarizes the quarterly consolidated results of operations for 20202021 and 2019:2020:
| | | Year Ended January 29, 2021 | | Year Ended January 28, 2022 |
| (In millions, except per share data) | (In millions, except per share data) | First | | Second | | Third | | Fourth | (In millions, except per share data) | First | | Second | | Third | | Fourth |
| Net sales | Net sales | $ | 19,675 | | | $ | 27,302 | | | $ | 22,309 | | | $ | 20,311 | | Net sales | $ | 24,422 | | | $ | 27,570 | | | $ | 22,918 | | | $ | 21,339 | |
| Gross margin | Gross margin | 6,513 | | | 9,304 | | | 7,300 | | | 6,456 | | Gross margin | 8,130 | | | 9,312 | | | 7,587 | | | 7,027 | |
| Net earnings | Net earnings | 1,337 | | | 2,828 | | | 692 | | | 978 | | Net earnings | 2,321 | | | 3,018 | | | 1,896 | | | 1,206 | |
| Basic earnings per common share | Basic earnings per common share | 1.76 | | | 3.74 | | | 0.92 | | | 1.33 | | Basic earnings per common share | 3.22 | | | 4.27 | | | 2.74 | | | 1.79 | |
| Diluted earnings per common share | Diluted earnings per common share | $ | 1.76 | | | $ | 3.74 | | | $ | 0.91 | | | $ | 1.32 | | Diluted earnings per common share | $ | 3.21 | | | $ | 4.25 | | | $ | 2.73 | | | $ | 1.78 | |
| | | Year Ended January 31, 2020 | | Year Ended January 29, 2021 |
| (In millions, except per share data) | (In millions, except per share data) | First | | Second | | Third | | Fourth | (In millions, except per share data) | First | | Second | | Third | | Fourth |
| Net sales | Net sales | $ | 17,741 | | | $ | 20,992 | | | $ | 17,388 | | | $ | 16,027 | | Net sales | $ | 19,675 | | | $ | 27,302 | | | $ | 22,309 | | | $ | 20,311 | |
| Gross margin | Gross margin | 5,581 | | | 6,740 | | | 5,640 | | | 4,981 | | Gross margin | 6,513 | | | 9,304 | | | 7,300 | | | 6,456 | |
| Net earnings | Net earnings | 1,046 | | | 1,676 | | | 1,049 | | | 509 | | Net earnings | 1,337 | | | 2,828 | | | 692 | | | 978 | |
| Basic earnings per common share | Basic earnings per common share | 1.31 | | | 2.14 | | | 1.36 | | | 0.67 | | Basic earnings per common share | 1.76 | | | 3.74 | | | 0.92 | | | 1.33 | |
| Diluted earnings per common share | Diluted earnings per common share | $ | 1.31 | | | $ | 2.14 | | | $ | 1.36 | | | $ | 0.66 | | Diluted earnings per common share | $ | 1.76 | | | $ | 3.74 | | | $ | 0.91 | | | $ | 1.32 | |
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A - Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, (as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act)). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in Item 8 of this Annual Report.
In addition, no change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended January 29, 2021,28, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Although most of our corporate employees are working remotely due to the COVID-19 global health crisis, we have not experienced a material impact to our internal control over financial reporting. We continue to monitor the pandemic and its effects on the design and operating effectiveness of our internal controls.
Item 9B - Other Information
None.
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III
Item 10 - Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our executive officers appears in Part I of this Annual Report under the heading, “Information About Our Executive Officers”. The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1: Election of Directors”, “Corporate Governance”, and “Additional Information - Shareholder Proposals for the 20222023 Annual Meeting” in the definitive Proxy Statement for the 20212022 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended January 29, 202128, 2022 (the Proxy Statement).
We have adopted a written code of business conduct and ethics, which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act, which we refer to as the Lowe’s Code of Business Conduct and Ethics (the Code). The Code applies to all employees of the Company, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions. The Code is designed to ensure that the Company’s business is conducted in a legal and ethical manner. The Code covers all areas of professional conduct, including compliance with laws and regulations, conflicts of interest, fair dealing among customers and suppliers, corporate opportunity, confidential information, insider trading, employee relations, and accounting complaints. The full text of the Code can be found on our website at www.Lowes.com, under the “About Lowe’s”, “Investors”, and “Corporate Governance - Governance Documents” headings. You can also obtain a copy of the complete Code by contacting Investor Relations by phone at 1-800-813-7613.1-800-813-7613 or email at investorrelations@lowes.com.
We will disclose information pertaining to amendments or waivers to provisions of the Code that apply to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code enumerated in the SEC rules and regulations by posting this information on our website at www.Lowes.com. The information on our website is not a part of this Annual Report and is not incorporated by reference in this report or any of our other filings with the SEC.
Item 11 - Executive Compensation
The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Compensation of Directors”, “Compensation Discussion and Analysis”, “Compensation Tables”, and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is furnished by incorporation by reference to the information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Director Independence”, “Related Person Transactions”, and “Appendix A:B: Categorical Standards for Determination of Director Independence” in the Proxy Statement.
Item 14 - Principal Accountant Fees and Services
The information required by this item is furnished by incorporation by reference to the information under the heading “Audit Matters – Fees Paid to the Independent Registered Public Accounting Firm” in the Proxy Statement.
Part IV
Item 15 – Exhibits and Financial Statement Schedules
a) 1. Financial Statements
See the following items and page numbers appearing in Item 8 of this Annual Report:
2. Financial Statement Schedule
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| | (In millions) | (In millions) | Balance at beginning of period | | Charges to costs
and expenses | | Deductions | | Balance at end of period | (In millions) | Balance at beginning of period | | Charges to costs
and expenses | | Deductions | | Balance at end of period |
| | January 28, 2022: | | January 28, 2022: | |
| Reserve for loss on obsolete inventory | | Reserve for loss on obsolete inventory | $ | 182 | | | $ | — | | | $ | (14) | | | 1 | | $ | 168 | |
| Reserve for inventory shrinkage | | Reserve for inventory shrinkage | 365 | | | 845 | | | (796) | | | 2 | | 414 | |
| Reserve for sales returns | | Reserve for sales returns | 252 | | | — | | | (7) | | | 245 | |
| Deferred tax valuation allowance | | Deferred tax valuation allowance | 601 | | | — | | | (11) | | | 3 | | 590 | |
| Self-insurance liabilities | | Self-insurance liabilities | 1,093 | | | 1,759 | | | (1,736) | | | 4 | | 1,116 | |
| Reserve for exit activities | | Reserve for exit activities | 69 | | | — | | | (15) | | | 54 | |
| | January 29, 2021: | January 29, 2021: | | January 29, 2021: | |
| Reserve for loss on obsolete inventory | Reserve for loss on obsolete inventory | $ | 105 | | | $ | 77 | | | 1 | | $ | 0 | | | $ | 182 | | Reserve for loss on obsolete inventory | $ | 105 | | | $ | 77 | | | 1 | | $ | — | | | $ | 182 | |
| Reserve for inventory shrinkage | Reserve for inventory shrinkage | 244 | | | 907 | | | (786) | | | 2 | | 365 | | Reserve for inventory shrinkage | 244 | | | 907 | | | (786) | | | 2 | | 365 | |
| Reserve for sales returns | Reserve for sales returns | 194 | | | 58 | | | 0 | | | 252 | | Reserve for sales returns | 194 | | | 58 | | | — | | | 252 | |
| Deferred tax valuation allowance | Deferred tax valuation allowance | 561 | | | 40 | | | 0 | | |
| | 601 | | Deferred tax valuation allowance | 561 | | | 40 | | | 3 | | — | | | 601 | |
| Self-insurance liabilities | Self-insurance liabilities | 1,104 | | | 1,568 | | | (1,579) | | | 5 | | 1,093 | | Self-insurance liabilities | 1,104 | | | 1,568 | | | (1,579) | | | 4 | | 1,093 | |
| Reserve for exit activities | Reserve for exit activities | 88 | | | 0 | | | (19) | | | 69 | | Reserve for exit activities | 88 | | | — | | | (19) | | | 69 | |
| | January 31, 2020: | January 31, 2020: | | January 31, 2020: | |
| Reserve for loss on obsolete inventory | Reserve for loss on obsolete inventory | $ | 78 | | | $ | 27 | | | 1 | | $ | 0 | | | $ | 105 | | Reserve for loss on obsolete inventory | $ | 78 | | | $ | 27 | | | 1 | | $ | — | | | $ | 105 | |
| Reserve for inventory shrinkage | Reserve for inventory shrinkage | 222 | | | 533 | | | (511) | | | 2 | | 244 | | Reserve for inventory shrinkage | 222 | | | 533 | | | (511) | | | 2 | | 244 | |
| Reserve for sales returns | Reserve for sales returns | 194 | | | 0 | | | 0 | | | 194 | | Reserve for sales returns | 194 | | | — | | | — | | | 194 | |
| Deferred tax valuation allowance | Deferred tax valuation allowance | 569 | | | 0 | | | (8) | | | 4 | | 561 | | Deferred tax valuation allowance | 569 | | | — | | | (8) | | | 3 | | 561 | |
| Self-insurance liabilities | Self-insurance liabilities | 953 | | | 1,711 | | | (1,560) | | | 5 | | 1,104 | | Self-insurance liabilities | 953 | | | 1,711 | | | (1,560) | | | 4 | | 1,104 | |
| Reserve for exit activities | Reserve for exit activities | 361 | | | 0 | | | (273) | | | 7 | | 88 | | Reserve for exit activities | 361 | | | — | | | (273) | | | 5 | | 88 | |
| | February 1, 2019: | | |
| Reserve for loss on obsolete inventory | $ | 77 | | | $ | 1 | | | 1 | | $ | 0 | | | $ | 78 | | |
| Reserve for inventory shrinkage | 212 | | | 478 | | | (468) | | | 2 | | 222 | | |
| Reserve for sales returns | 71 | | | 123 | | | 3 | | 0 | | | 194 | | |
| Deferred tax valuation allowance | 475 | | | 94 | | | 4 | | 0 | | | 569 | | |
| Self-insurance liabilities | 890 | | | 1,530 | | | (1,467) | | | 5 | | 953 | | |
| Reserve for exit activities | 60 | | | 384 | | | (83) | | | 6 | | 361 | | |
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 net increase in the required reserve based on the Company’s evaluation of anticipated merchandise returns. The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), effective February 3, 2018. Under ASU 2014-09, the sales returns reserve is presented on a gross basis, with a separate asset and liability in the consolidated balance sheet. For fiscal year 2018, the net (decrease)/increase in the reserve is primarily due to the change from net presentation to gross presentation related to the adoption of the revenue recognition standard, as well as changes in the Company’s evaluation of anticipated merchandise returns.
4Represents an increase/(decrease) in the required reserve based on the Company’s evaluation of deferred tax assets.
54 Represents claim payments for self-insured claims.
6Represents lease payments, net of sublease income.
75 Primarily represents the elimination of exit activity reserves related to rent liabilities upon adoption of ASU 2016-02, Leases (Topic 842), as of February 2, 2019.
3. Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 2.1 | | | | 10-K | | 001-07898 | | 2.1 | | March 29, 2016 |
| | | | | | | | | | |
| 3.1 | | | | 10-Q | | 001-07898 | | 3.1 | | September 1, 2009 |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 001-07898 | | 3.1 | | June 2, 2020 |
| | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-07898 | | 4.1 | | December 15, 1995 |
| | | | | | | | | | |
| 4.2 | | | | 8-K | | 001-07898 | | 4.2 | | February 20, 1998 |
| | | | | | | | | | |
| 4.3 | | | | 10-K | | 001-07898 | | 10.13 | | April 19, 1999 |
| | | | | | | | | | |
| 4.4 | | | | 10-K | | 001-07898 | | 10.19 | | April 19, 1999 |
| | | | | | | | | | |
| 4.5 | | Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035. | | 10-K | | 001-07898 | | 4.5 | | April 3, 2007 |
| | | | | | | | | | |
| 4.6 | | Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036. | | S-3 (POSASR) | | 333-137750 | | 4.5 | | October 10, 2006 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 3.1 | | | | 10-Q | | 001-07898 | | 3.1 | | September 1, 2009 |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 001-07898 | | 3.1 | | June 2, 2020 |
| | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-07898 | | 4.1 | | December 15, 1995 |
| | | | | | | | | | |
| 4.2 | | | | 8-K | | 001-07898 | | 4.2 | | February 20, 1998 |
| | | | | | | | | | |
| 4.3 | | | | 10-K | | 001-07898 | | 10.13 | | April 19, 1999 |
| | | | | | | | | | |
| 4.4 | | | | 10-K | | 001-07898 | | 10.19 | | April 19, 1999 |
| | | | | | | | | | |
| 4.5 | | Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035. | | 10-K | | 001-07898 | | 4.5 | | April 3, 2007 |
| | | | | | | | | | |
| 4.6 | | Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036. | | S-3 (POSASR) | | 333-137750 | | 4.5 | | October 10, 2006 |
| | | | | | | | | | |
| 4.7 | | Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2007 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.7 | | Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2007 |
| | | | | | | | | | |
| 4.8 | | Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040. | | 8-K | | 001-07898 | | 4.1 | | April 15, 2010 |
| | | | | | | | | | |
| 4.9 | | Seventh Supplemental Indenture, dated as of November 22, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 3.750% Notes maturing in April 2021. | | 8-K | | 001-07898 | | 4.1 | | November 22, 2010 |
| | | | | | | | | | |
| 4.10 | | Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041. | | 8-K | | 001-07898 | | 4.1 | | November 23, 2011 |
| | | | | | | | | | |
| 4.11 | | Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042. | | 8-K | | 001-07898 | | 4.1 | | April 23, 2012 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.8 | | Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040. | | 8-K | | 001-07898 | | 4.1 | | April 15, 2010 |
| | | | | | | | | | |
| 4.9 | | Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041. | | 8-K | | 001-07898 | | 4.1 | | November 23, 2011 |
| | | | | | | | | | |
| 4.10 | | Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042. | | 8-K | | 001-07898 | | 4.1 | | April 23, 2012 |
| | | | | | | | | | |
| 4.11 | | Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2013 |
| | | | | | | | | | |
| 4.12 | | Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044. | | 8-K | | 001-07898 | | 4.1 | | September 10, 2014 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.12 | | Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2013 |
| | | | | | | | | | |
| 4.13 | | Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044. | | 8-K | | 001-07898 | | 4.1 | | September 10, 2014 |
| | | | | | | | | | |
| 4.14 | | Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045. | | 8-K | | 001-07898 | | 4.1 | | September 16, 2015 |
| | | | | | | | | | |
| 4.15 | | Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046. | | 8-K | | 001-07898 | | 4.1 | | April 20, 2016 |
| | | | | | | | | | |
| 4.16 | | | | 8-K | | 001-07898 | | 4.1 | | May 3, 2017 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.13 | | Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045. | | 8-K | | 001-07898 | | 4.1 | | September 16, 2015 |
| | | | | | | | | | |
| 4.14 | | Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046. | | 8-K | | 001-07898 | | 4.1 | | April 20, 2016 |
| | | | | | | | | | |
| 4.15 | | | | 8-K | | 001-07898 | | 4.1 | | May 3, 2017 |
| | | | | | | | | | |
| 4.16 | | | | 8-K | | 001-07898 | | 4.2 | | April 5, 2019 |
| | | | | | | | | | |
| 4.17 | | Sixteenth Supplemental Indenture, dated as of March 26, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 4.000% Notes due April 15, 2025, a form of 4.500% Notes due April 15, 2030, a form of 5.000% Notes due April 15, 2040 and a form of 5.125% Notes due April 15, 2050. | | 8-K | | 001-07898 | | 4.2 | | March 27, 2020 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.17 | | | | 8-K | | 001-07898 | | 4.2 | | April 5, 2019 |
| | | | | | | | | | |
| 4.18 | | Sixteenth Supplemental Indenture, dated as of March 26, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 4.000% Notes due April 15, 2025, a form of 4.500% Notes due April 15, 2030, a form of 5.000% Notes due April 15, 2040 and a form of 5.125% Notes due April 15, 2050. | | 8-K | | 001-07898 | | 4.2 | | March 27, 2020 |
| | | | | | | | | | |
| 4.19 | | | | 8-K | | 001-07898 | | 4.2 | | October 22, 2020 |
| | | | | | | | | | |
| 4.20 | | Second Amended and Restated Credit Agreement, dated as of September 10, 2018, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent and a letter of credit issuer, U.S. Bank National Association, as syndication agent and a letter of credit issuer, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | September 12, 2018
|
| | | | | | | | | | |
| 4.21 | | | | 8-K | | 001-07898 | | 10.1 | | January 9, 2020 |
| | | | | | | | | | |
| 4.22 | | Credit Agreement, dated as of March 23, 2020, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing-line lender, and a letter of credit issuer, U.S. Bank National Association, as syndication agent and a letter of credit issuer, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | March 24, 2020 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.18 | | | | 8-K | | 001-07898 | | 4.2 | | October 22, 2020 |
| | | | | | | | | | |
| 4.19 | | | | 8-K | | 001-07898 | | 4.2 | | March 31, 2021 |
| | | | | | | | | | |
| 4.20 | | | | 8-K | | 001-07898 | | 4.2 | | September 20, 2021 |
| | | | | | | | | | |
| 4.21 | | Credit Agreement, dated as of March 23, 2020, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing-line lender, and a letter of credit issuer, U.S. Bank National Association, as syndication agent and a letter of credit issuer, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | March 24, 2020 |
| | | | | | | | | | |
| 4.22 | | | | 8-K | | 001-07898 | | 10.2 | | December 15, 2021 |
| | | | | | | | | | |
| 4.23 | | | | 8-K | | 001-07898 | | 10.1 | | April 27, 2021 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.23 | | | | | | | | | | |
| | | | | | | | | | |
| 10.1 | | | | 10-Q | | 001-07898 | | 10.1 | | December 2, 2008 |
| | | | | | | | | | |
| 10.2 | | | | 10-K | | 001-07898 | | 10.21 | | March 30, 2010 |
| | | | | | | | | | |
| 10.3 | | | | DEF 14A | | 001-07898 | | Appendix B | | April 13, 2012 |
| | | | | | | | | | |
| 10.4 | | | | S-8 | | 333-249586 | | 99.1 | | October 21, 2020 |
| | | | | | | | | | |
| 10.5 | | | | S-8 | | 333-34631 | | 4.2 | | August 29, 1997 |
| | | | | | | | | | |
| 10.6 | | | | 10-K | | 001-07898 | | 10.16 | | April 19, 1999 |
| | | | | | | | | | |
| 10.7 | | | | 10-K | | 001-07898 | | 10.17 | | April 19, 1999 |
| | | | | | | | | | |
| 10.8 | | | | 10-K | | 001-07898 | | 10.25 | | March 29, 2011 |
| | | | | | | | | | |
| 10.9 | | | | 10-K | | 001-07898 | | 10.22 | | March 31, 2009 |
| | | | | | | | | | |
| 10.10 | | | | 10-Q | | 001-07898 | | 10.2 | | December 12, 2007 |
| | | | | | | | | | |
| 10.11 | | | | 10-K | | 001-07898 | | 10.10 | | March 29, 2011 |
| | | | | | | | | | |
| 10.12 | | | | 10-K | | 001-07898 | | 10.11 | | March 29, 2011 |
| | | | | | | | | | |
| 10.13 | | | | 10-Q | | 001-07898 | | 10.1 | | December 1, 2011 |
| | | | | | | | | | |
| 10.14 | | | | 10-Q | | 001-07898 | | 10.1 | | September 4, 2012 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.24 | | Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank. National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | December 15, 2021 |
| | | | | | | | | | |
| 4.25 | | | | 10-K | | 001-07898 | | 4.23 | | March 22, 2021 |
| | | | | | | | | | |
| 10.1 | | | | 10-Q | | 001-07898 | | 10.1 | | August 26, 2021 |
| | | | | | | | | | |
| 10.2 | | | | S-8 | | 333-249586 | | 99.1 | | October 21, 2020 |
| | | | | | | | | | |
| 10.3 | | | | 10-Q | | 001-07898 | | 10.2 | | December 12, 2007 |
| | | | | | | | | | |
| 10.4 | | | | 10-K | | 001-07898 | | 10.10 | | March 29, 2011 |
| | | | | | | | | | |
| 10.5 | | | | 10-K | | 001-07898 | | 10.11 | | March 29, 2011 |
| | | | | | | | | | |
| 10.6 | | | | 10-Q | | 001-07898 | | 10.1 | | December 1, 2011 |
| | | | | | | | | | |
| 10.7 | | | | 10-Q | | 001-07898 | | 10.1 | | September 4, 2012 |
| | | | | | | | | | |
| 10.8 | | | | 10-Q | | 001-07898 | | 10.1 | | December 3, 2013 |
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| 10.9 | | | | 10-K | | 001-07898 | | 10.1 | | March 31, 2015 |
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| 10.10 | | | | 10-K | | 001-07898 | | 10.16 | | April 4, 2017 |
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| 10.11 | | | | 10-Q | | 001-07898 | | 10.1 | | June 4, 2004 |
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| 10.12 | | | | 10-Q | | 001-07898 | | 10.1 | | December 12, 2007 |
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| 10.13 | | | | 10-Q | | 001-07898 | | 10.2 | | December 1, 2010 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.15 | | | | 10-Q | | 001-07898 | | 10.1 | | December 3, 2013 |
| | | | | | | | | | |
| 10.16 | | | | 10-K | | 001-07898 | | 10.1 | | March 31, 2015 |
| | | | | | | | | | |
| 10.17 | | | | 10-K | | 001-07898 | | 10.16 | | April 4, 2017 |
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| 10.18 | | | | 10-Q | | 001-07898 | | 10.1 | | June 4, 2004 |
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| 10.19 | | | | 10-Q | | 001-07898 | | 10.1 | | December 12, 2007 |
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| 10.20 | | | | 10-Q | | 001-07898 | | 10.2 | | December 1, 2010 |
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| 10.21 | | | | 8-K | | 001-07898 | | 10.1 | | June 3, 2005 |
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| 10.22 | | | | 10-Q | | 001-07898 | | 10.1 | | September 3, 2019 |
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| 10.23 | | | | 10-K | | 001-07898 | | 10.22 | | March 23, 2020 |
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| 10.24 | | | | DEF 14A | | 001-07898 | | Appendix C | | April 11, 2016 |
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| 10.25 | | | | 8-K | | 001-07898 | | 10.1 | | May 22, 2018 |
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| 10.26 | | | | 10-Q | | 001-07898 | | 10.2 | | September 4, 2018 |
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| 10.27 | | | | 10-Q | | 001-07898 | | 10.3 | | September 4, 2018 |
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| 10.28 | | | | 10-K | | 001-07898 | | 10.28 | | March 23, 2020 |
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| 10.29 | | | | 10-Q | | 001-07898 | | 10.2 | | June 3, 2019 |
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| 10.30 | | | | 10-Q | | 001-07898 | | 10.6 | | June 3, 2019 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.14 | | | | 10-Q | | 001-07898 | | 10.1 | | September 3, 2019 |
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| 10.15 | | | | 10-K | | 001-07898 | | 10.22 | | March 23, 2020 |
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| 10.16 | | | | DEF 14A | | 001-07898 | | Appendix C | | April 11, 2016 |
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| 10.17 | | | | 8-K | | 001-07898 | | 10.1 | | May 22, 2018 |
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| 10.18 | | | | 10-Q | | 001-07898 | | 10.2 | | September 4, 2018 |
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| 10.19 | | | | 10-Q | | 001-07898 | | 10.3 | | September 4, 2018 |
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| 10.20 | | | | | | | | | | |
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| 10.21 | | | | | | | | | | |
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| 10.22 | | | | | | | | | | |
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| 10.23 | | | | 10-K | | 001-07898 | | 10.28 | | March 23, 2020 |
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| 10.24 | | | | 10-Q | | 001-07898 | | 10.2 | | June 3, 2019 |
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| 10.25 | | | | 10-Q | | 001-07898 | | 10.6 | | June 3, 2019 |
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| 10.26 | | | | 10-Q | | 001-07898 | | 10.7 | | September 4, 2018 |
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| 10.27 | | | | 10-Q | | 001-07898 | | 10.1 | | November 25, 2020 |
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| 10.28 | | | | 10-Q | | 001-07898 | | 10.2 | | May 28, 2020 |
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| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.31 | | | | 10-Q | | 001-07898 | | 10.7 | | September 4, 2018 |
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| 10.32 | | | | 10-Q | | 001-07898 | | 10.1 | | November 25, 2020 |
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| 10.33 | | | | 10-Q | | 001-07898 | | 10.2 | | May 28, 2020 |
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| 10.34 | | | | 10-Q | | 001-07898 | | 10.1 | | August 26, 2020 |
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| 10.35 | | | | 10-Q | | 001-07898 | | 10.6 | | December 6, 2018 |
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| 10.36 | | | | 10-K | | 001-07898 | | 10.43 | | April 2, 2019 |
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| 10.37 | | | | 10-Q | | 001-07898 | | 10.3 | | May 28, 2020 |
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| 10.38 | | | | 10-Q | | 001-07898 | | 10.2 | | November 25, 2020 |
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| 10.39 | | | | | | | | | | |
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| 21.1 | | | | | | | | | | |
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| 23.1 | | | | | | | | | | |
| | | | | | | | | | |
| 24.1 | | | | | | | | | | |
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| 31.1 | | | | | | | | | | |
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| 31.2 | | | | | | | | | | |
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| 32.1 | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | |
| 10.29 | | | | 10-Q | | 001-07898 | | 10.1 | | August 26, 2020 |
| | | | | | | | | | |
| 10.30 | | | | 10-Q | | 001-07898 | | 10.6 | | December 6, 2018 |
| | | | | | | | | | |
| 10.31 | | | | 10-K | | 001-07898 | | 10.43 | | April 2, 2019 |
| | | | | | | | | | |
| 10.32 | | | | 10-Q | | 001-07898 | | 10.2 | | November 25, 2020 |
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| 10.33 | | | | 10-Q | | 001-07898 | | 10.1 | | May 27, 2021 |
| | | | | | | | | | |
| 10.34 | | | | 10-Q | | 001-07898 | | 10.4 | | May 27, 2021 |
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| 10.35 | | | | 10-Q | | 001-07898 | | 10.2 | | May 27, 2021 |
| | | | | | | | | | |
| 10.36 | | | | 10-Q | | 001-07898 | | 10.3 | | May 27, 2021 |
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| 21.1 | | | | | | | | | | |
| | | | | | | | | | |
| 23.1 | | | | | | | | | | |
| | | | | | | | | | |
| 24.1 | | | | | | | | | | |
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| 31.1 | | | | | | | | | | |
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| 31.2 | | | | | | | | | | |
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| 32.1 | | | | | | | | | | |
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| 32.2 | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
32.299.1 | | | | | | | | | | |
| | | | | | | | | | |
| 101.INS | | XBRL Instance Document.Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡ | | | | | | | | |
| | | | | | | | | | | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡ | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
(1) | | Schedules have been omitted pursuant to Item 601 (b)(2) of Regulation S-K. Lowe’s Companies, Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
| * | | Indicates a management contract or compensatory plan or arrangement. |
| ‡ | | Filed herewith. | | | | | | | | |
| † | | Furnished herewith. | | | | | | | | |
Item 16 – Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| | LOWE’S COMPANIES, INC. |
| | (Registrant) |
| | |
March 22, 202121, 2022 | | By: /s/ Marvin R. Ellison |
| Date | | Marvin R. Ellison
Chairman, President and Chief Executive Officer |
| | |
March 22, 202121, 2022 | | By: /s/ David M. Denton |
| Date | | David M. Denton
Executive Vice President, Chief Financial Officer |
| | |
March 22, 202121, 2022 | | By: /s/ Dan C. Griggs, Jr. |
| Date | | Dan C. Griggs, Jr.
Senior Vice President, Tax and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each of the directors of the registrant whose signature appears below hereby appoints David M. Denton, Dan C. Griggs, Jr., and Ross W. McCanless, 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/ Richard W. Dreiling | Chairman of the Board | March 22, 2021 |
Richard W. Dreiling | | Date |
| | |
/s/ Marvin R. Ellison | Chairman, President
and Chief Executive Officer and Director | March 22, 202121, 2022 |
| Marvin R. Ellison | | Date |
| | |
| /s/ Raul Alvarez | Director | March 22, 202121, 2022 |
| Raul Alvarez | | Date |
| | |
| /s/ David H. Batchelder | Director | March 22, 202121, 2022 |
| David H. Batchelder | | Date |
| | | |
/s/ Angela F. Braly | Director | March 22, 2021 |
Angela F. Braly | | Date |
| | |
/s/ Sandra B. Cochran | Director | March 22, 202121, 2022 |
| Sandra B. Cochran | | Date |
| | | |
| /s/ Laurie Z. Douglas | Director | March 22, 202121, 2022 |
| Laurie Z. Douglas | | Date |
| | |
| /s/ Richard W. Dreiling | Director | March 21, 2022 |
| Richard W. Dreiling | | Date |
| | |
| /s/ Daniel J. Heinrich | Director | March 21, 2022 |
| Daniel J. Heinrich | | Date |
| | |
| /s/ Brian C. Rogers | Director | March 22, 202121, 2022 |
| Brian C. Rogers | | Date |
| | | |
| /s/ Bertram L. Scott | Director | March 22, 202121, 2022 |
| Bertram L. Scott | | Date |
| | |
/s/ Lisa W. WardellMary Beth West | Director | March 22, 202121, 2022 |
Lisa W. Wardell | | Date |
| | |
/s/ Eric C. Wiseman | Director | March 22, 2021 |
Eric C. WisemanMary Beth West | | Date |
