UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2021February 3, 2023
or
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
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LOWE’S COMPANIES, INC.INC.
(Exact name of registrant as specified in its charter)
North Carolina56-0578072
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1000 Lowes Blvd., Mooresville, North Carolina28117
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code(704) 758-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 per shareLOWNew 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.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2020,29, 2022, the last business day of the Company’s most recent second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $112.5$120.8 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. 
CLASSOUTSTANDING AT 3/19/202123/2023
Common Stock, $0.50 par value717,256,852596,356,261

DOCUMENTS INCORPORATED BY REFERENCE

DocumentParts Into Which Incorporated
Portions of the Proxy Statement for Lowe’s 20212023 Annual Meeting of Shareholders

Part III




LOWE’S COMPANIES, INC.
- TABLE OF CONTENTS -
Page No.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
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 (including objectives related to environmental, social, and governance (ESG) matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results.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.

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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,February 3, 2023, Lowe’s operated 1,9741,738 home improvement and hardware stores in the United States, representing approximately 208195 million square feet of retail selling space. These operations included 1,734On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores located across 50 U.S. states,in Canada, as well as 240 storesserviced 210 dealer-owned stores. The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber. See Note 7 of the Notes to Consolidated Financial Statements included in Canada.Item 8, “Financial Statements and Supplementary Data”, of this Annual Report for information on this divestiture.

Lowe’s was founded in 1921 with the opening of its first hardware store in North Wilkesboro, North Carolina. The Canadian stores include RONA inc. (RONA), which was acquired by Lowe’s in 2016. RONA operates 179 stores in Canada as of January 29, 2021, as well as services approximately 231 dealer-owned stores. The RONA stores represent complementary store formats operating under various banners.

Lowe’sCompany 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, MarketOur Strategy

Lowe’s is an omnichannel retailer whose core priorities are to provide an excellent customer experience, create a great place to work for our associates, and Competitionimprove our communities, which we believe will create long-term, sustainable value for our shareholders. In 2020, we implemented our Total Home strategy, which reflects our commitment to provide a full complement of products and services for professional customers (Pro customers) and consumers alike, enabling a Total Home solution for every project across the home. Our Total Home strategy has the following five pillars:
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Drive Pro
penetration
Accelerate
online business
Expand
installation
services
Drive
localization
Elevate
assortment
We continue to transform our Pro offerings to drive Pro penetration by expanding our Pro brands and product assortments, resetting the footprint of our stores to better serve Pro customers, and introducing our new MVPs Pro Rewards & Partnership ProgramTM this year, which further enhances our relationship with our Pro customers. We are investing in our omnichannel retail capabilities to expand our online business. We are increasing visibility to our installation services through improved signage throughout our stores and continuing to improve the customer experience for our services, which are provided by our network of independent installers or outsourced to our third-party model that sells, furnishes, and installs more complex projects. Our expanding localization efforts better serve the product needs of the unique communities across the country. Finally, we continue to elevate our product assortment to provide the right products at the right price to meet our customers’ needs.

Our Customers and Market

We serve homeowners, renters, and professionalThe home improvement market in which we operate is highly fragmented, serving Pro customers, (Pro customers). Individualindividual homeowners, and renters completecompleting a wide array of projects andthat vary along the spectrum of do-it-yourself (DIY) and do-it-for-me (DIFM). The Pro customer consists of twothree broad categories: construction tradestradespeople, repair and maintenance, repair & operations.

Our Market

remodelers, and property managers. The U.S. market remainsis our predominant market, accounting for approximately 94%95% of consolidated sales for the fiscal year ended January 29, 2021. We are amongFebruary 3, 2023. As of February 3, 2023, we completed the many businesses, including home centers, paint stores, hardware stores, lumber yardssale of our Canadian retail business and garden centers, whose revenues are includedno longer operate in the Building Material and Garden Equipment and Supplies Dealers Subsector (444)Canada market, which accounted for approximately 5% of the Retail Trade Sector of the North American Industry Classification System (NAICS), the standard used by Federal statistical agencies in classifying business establishmentsconsolidated sales for the purposefiscal year ended February 3, 2023.
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Table of collecting, analyzing, and publishing statistical data related to the U.S. business economy.  

Contents
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, 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 home price appreciation, age of the housing stock, real disposable personal income, employment, home prices,and housing turnover, and consumer mobility.turnover.  We also monitor demographic and societal trends that shape home improvement industry growth.growth, notably strong millennial household formation, consumer mobility, and the widespread adoption of remote work.

Our Competition

The home improvement industry includes a broad competitive landscape that continues to evolve.  Lowe’s competes with national and internationalregional 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, paint stores, lumber yards and garden centers, as well as maintenance and repair organizations.  In addition, we compete with general merchandise retailers, home goods specialty stores, warehouse clubs, online retailers, other specialty retailers, providers of equipment and tool rental, as well as service providers that install home improvement products.  products, and wholesalers that provide home-related products and services to homeowners, renters, business, and the government. 

Location of stores, product assortment, product pricing, and customer service continue to be key competitive factors in our industry, while the evolution of 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
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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

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 17 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.Omnichannel Capabilities

We are committed to offering a wide selection of national brand-name merchandise complemented by our selection of private brands.  In addition, we are dedicatedmeeting customer demand to ensuring the products we sell are sourced in a socially responsible, efficient,shop however, whenever, 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® carpets, Sherwin-Williams® and Valspar® paints and stains, Pella® windows and doors, Pergo® hardwood flooring, CRAFTSMAN® and DeWALT® power tools, Metabo® pneumatic tools, Weber® and Char-Broil® grills, Owens Corning® insulation and roofing, GAF® roofing, James Hardie® fiber cement siding, Marshalltown® masonry tools and concrete, Husqvarna®, EGO® and SKIL® outdoor power equipment, John Deere® riding lawn mowers, Werner® ladders, Quoizel® lighting, Nest® products, SharkBite® plumbing products, A. O. Smith® water heaters, Norton® abrasives, Simpson Strong-Tie® connectors, Eaton® electrical products, and many more.wherever they choose. 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, and expand differentiation.  We have a strong private brand presence across core categories, including some of our most valuable brands such as: Kobalt® tools; allen+roth® 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® electrical and utility 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 product 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 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. In fiscal 2020, we enhanced our distribution network by adding thirteen XDTs, two BDCs, and one FC.

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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, approximately 67% of the total dollar amount of merchandise we purchased flowed through our distribution network, while the remaining portion was shipped directly to our stores from 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, and Millwork 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.

Extended 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 takes 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 allowsallow 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 from 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 1,7951,738 Lowe’s-branded home improvement stores inclusive of 1,734 in the U.S. and 61 in Canada,United States are generally open seven days per week and average approximately 112,000 square feet of retail selling space, plus approximately 32,000 square feet of outdoor garden center selling space.  The 179 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.localization, along with a dedicated team of knowledgeable and friendly front-line associates available to assist our customers.  We continue to develop and implement productivity tools to makeenhance the efficiency of 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 new virtual design services for paints, blinds, and flooring for our customers.

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
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Exteriors (PSE)In-Home Sales program is available in athe majority of U.S. Lowe’s home improvementour stores to discuss various exterior projects such as windows, doors, roofing, siding, fencing, and windows,deck projects, whose characteristics lend themselves to an in-home consultative sales approach.

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Contact Centers
Lowe’s operates three contact centers which are located in Wilkesboro, NC; Albuquerque, NM; and Indianapolis, IN.a virtual workplace. These contact centers help Lowe’s enable an omni-channelomnichannel customer experience by providing the ability to tender sales, assist with order management, 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 CapitalOur Products

When it comesProduct 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, 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. Our product assortments offered in-store are tailored to recruitingmeet the needs of the local market. See Note 17 of the Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and retaining top talent, Lowe’s strives to be an employerSupplementary Data”, of choice. this Annual Report for historical revenues by product category for each of the last three fiscal years.

We are committed to creating valuable career opportunitiesoffering a wide selection of national brand-name merchandise complemented by our selection of high-value private brands.  In fiscal 2022, we extended our STAINMASTER® brand to include additional flooring categories outside of carpet like laminate, vinyl, and tile. At the end of the fiscal year, we introduced STAINMASTER® paint as our first private paint brand. In addition, we are dedicated to ensuring the products we sell are sourced in a socially responsible, efficient, and cost-effective manner.

Supply Chain
We source our products from vendors worldwide and believe that alternative and competitive suppliers are available for virtually all of our associates, supporting themproducts. Whenever possible, we purchase directly from manufacturers to provide savings for customers and improve our gross margin.

To efficiently serve our stores and meet our customers’ expectations for fast fulfillment and delivery, we own and operate more than 100 supply chain facilities in our network. These facilities include regional distribution centers (RDCs), flatbed distribution centers (FDCs), import distribution centers (IDCs), bulk distribution centers (BDCs), and cross-dock terminals (XDTs). We also operate standalone fulfillment centers, which along with many of our stores, ship product directly to our customers. In addition, we are establishing a Pro fulfillment network across the communities where they live,country which will leverage a combination of our existing supply chain as well as new facilities, including our first Pro fulfillment center that opened this year. Each one of these distribution nodes plays a critical role in our Total Home strategy, and cultivating a culture that invites and encourages diverse opinions and ideas. Wecollectively, enable our associatesproducts to build meaningful careersget to their destination as efficiently as possible.

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 unlock their potential in an inclusive workplace as we work togetherbuilding materials. On average, each RDC and FDC serves approximately 115 stores. Our Pro fulfillment network stocks deeper quantities of our top Pro assortments and has expanded capabilities to deliverhandle large orders on multiple flat beds. Our IDCs were expanded to create more capacity to hold import product at the right home improvement products, with the best servicecoast, which improves our network’s agility to move inventory where and value, across every channelwhen it is needed. Our BDCs handle appliances and community we serve.other big and bulky product, and our XDTs fulfill final mile box truck deliveries of these products.

Our People
supply chain supports every pillar of our Total Home strategy, and as such, we continue to invest and transform our network to unlock our omnichannel capabilities while keeping our organization’s sustainability goals top of mind. As part of January 29, 2021, Lowe’s employed approximately 220,000 full-time associates and 120,000 part-time associates, primarily in the United States and Canada. In fiscal 2020,continued rollout of our market-based delivery model, we expanded to additional geographic areas and enhanced our workforce, hiring associates in part-time, seasonaldistribution capacity for big and full-time positions to fulfill the seasonal demand 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.

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,bulky product. To date, we drive better ideas, positive business results, and improved service through a deeper connection with our customers. During fiscal 2019, we kicked-off a multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three areas: talent, culture and business. To foster an inclusive culture, we launched seven business resource employee groups sponsored by our executive leadership team in 2019 and continued to support those groups virtually in 2020.

Talent Development
We are committed to securing top talent and providing ongoing training to facilitate meaningful careers at Lowe’s. We offer a variety of leadership and development programs that develop diverse and other high potential associates. We also have certification programs available11 geographic areas converted to our store and technology associates to further develop their skills and knowledge base. Additionally, through our partnership with Guild Education, Lowe’s Track to the Trades program provides tuition reimbursement to our associates, encouraging them to complete apprentice certifications in carpentry, plumbing, electrical, heat, air ventilation and cooling (HVAC) or appliance repair.market-based delivery model.

We have also seen great strides inbeen focused on improving the speed of our internal culture. Thisdelivery capabilities for our customers. As of fiscal year we saw higher participation2022, most parcel-eligible items can be ordered by a customer and engagement scores indelivered within two business days at standard shipping rates. Also, the nationwide expansion of our annual Building Engagement and Success Together (BEST) associate engagement survey which helps senior management understandgig networks provides same-day delivery of certain products from our associates what Lowe’s is doing wellstores. Customer needs and where we have opportunities for improvement.buying patterns are constantly changing, and our supply chain will continue to evolve to meet their needs. We are building an omnichannel supply chain that operates with greater network capacity, better flow management and optimization.

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 history 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 of coronavirus (COVID-19) pandemic, we expanded 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 services to our uninsured associates, shifted onsite clinics to 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, and up to four weeks of emergency paid leave for associates at high risk of severe illness from COVID-19.Our Services

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DuringInstalled Sales
We offer installation services through independent contractors in many of our product categories, with Flooring, Kitchens & Bath, Millwork, Appliances, and Lumber 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, 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, and emergency paid leave taken by associates who needed it.2022.

StoreLowe’s Protection Plans and Workplace SafetyRepair Services
Our associatesWe offer extended protection plans for certain products within the Appliances, Kitchens & Bath, Décor, Millwork, Rough Plumbing, Electrical, Seasonal & Outdoor Living, Tools, and Hardware categories. These protection plans provide customers drive our successwith product protection that enhances the coverage offered by the manufacturer’s warranty and providing them a safe environment for both workingprovide additional benefits and shopping is essential. We strive to maintain a culture of safety beginning with our leaders modelingrepair services that extend beyond the behaviors we want our associates to adopt, and 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 numerous safety standards in support of social distancing and enhanced sanitizing and cleaning.manufacturer’s warranty.

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 goodwill and name recognition to be valuable to our business. This subsidiary owns and other wholly-owned subsidiaries ownand maintainmaintains 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, such as, “Kobalt”, “STAINMASTER” and “allen+roth”. These subsidiariesroth.” This subsidiary also maintainmaintains 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.

SustainabilityHuman Capital

When it comes to attracting and retaining top talent, Lowe’s strives to be the employer of choice in retail. At Lowe’s we are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live, and cultivating a culture that invites and encourages diverse opinions and ideas. We are focused on ensuring our associates see Lowe’s as a “Home to Possibility” with good jobs, a sense of belonging, and a promising future.

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

Our People
As of February 3, 2023, Lowe’s employed approximately 182,000 full-time associates and 125,000 part-time associates, primarily in the United States and India. During the spring season, we temporarily expand our workforce by hiring associates in part-time and full-time positions to meet the elevated levels of demand.

At Lowe’s, we continue to listen carefully to our associates, most notably through our annual engagement survey. In 2022, more than 90% of our associates participated in our survey and that data is used to improve our associate experience.

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Creating Good Jobs
We have a strong track record of investing in our workforce by offering locally competitive salaries and wages. Since 2018, we have invested more than $3 billion in incremental wages and share-based compensation for our front-line associates, which included creating many new roles for our associates to grow into, inclusive of 1,600 new assistant manager positions and 10,000 department supervisor positions.

This fiscal year, we implemented $170 million in annual wage increases, effective December 2022, in addition to the profit-sharing and discretionary bonuses we awarded throughout the year. In addition, we offer an array 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, and leave programs, among many others. We have implemented workforce management tools that enable us to offer various scheduling options to our full-time associates to foster an improved experience in balancing their work and life responsibilities. This includes such options for a shortened workweek, consistent shifts, or consecutive days off.

Our focus on the associate experience begins at initial application. The implementation of improved technology in the hiring process has simplified the experience for those looking to join Lowe’s and helped to drive the experience overall. Once hired, associates now experience an improved onboarding to help them quickly learn the knowledge and skills required to be successful in their new roles. This onboarding includes assigning dedicated mentors to help new hires through the learning process.

Providing a proud historysafe environment for both working and shopping is our highest priority at Lowe’s. We strive to maintain a culture of safety, which begins with our leaders modeling the behaviors we want our associates to adopt. We embed safety into associate onboarding, developmental e-learning and on-the-job training.

Sense of Belonging
We believe that, by building diverse and inclusive teams, we drive better ideas, positive business results, and improve service through a deeper connection with our customers. We 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. We continue to strive to attract diverse talent for leadership positions across our company. In 2022, we held our tenth annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations. In our efforts to foster an inclusive culture, we have eight business resource groups that are sponsored by our executive team. These groups provide our associates with opportunities to collaborate, network, and learn together, and offer additional spaces where associates feel heard and can engage with other colleagues across the organization. We also recognize the importance of strengthening our bonds with the diverse communities we serve. We are one of the founding partners of the OneTen coalition, which committed to hiring one million Black Americans in the next ten years.

Promising Future
We are committed to securing top talent and providing ongoing training and other developmental opportunities to facilitate meaningful careers at Lowe’s. We offer a variety of role-specific leadership and development programs that build and reinforce functional-technical/professional skills, business acumen, and leadership skills to prepare high-performing leaders for their next role. Our focus on leadership development enables us to grow talent internally and has resulted in more than 80% of leadership positions being filled internally in the last year. Additionally, nearly 90% of our store leaders have advanced to their current positions from hourly roles.

This year we expanded Lowe's University offerings to include the District Manager and Store Manager immersive week-long leadership experience programs, delivered from the Lowe’s University training center; the virtual-delivered store department supervisor fundamentals series; the virtual-delivered field supply chain leadership director, manager, and supervisor experience programs; and the certification programs for store and technology associates that further develop their skills and knowledge base.

Additionally, through Lowe’s Track to the Trades program, we offer all Lowe’s associates the opportunity to enroll in programs to complete apprentice certifications in electrical, plumbing, HVAC, appliance repair, or multi-family maintenance. The program also connects them with Pros to help them start a career in their area of interest. The Track to the Trades program demonstrates Lowe’s commitment to our industry and the communities we serve. This combined with our tuition-free education program are further examples of how we are investing in the future of our associates.

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Corporate Responsibility

We take our role as a Fortune® 50 retailer seriously by managing our business responsibly and focusing on serving our associates and communities.the communities where we live and work. We believestrive to integrate sustainability objectives into our commitment tobusiness, particularly by focusing on the three pillars of our sustainability includingstrategy: our focus onpeople and communities, 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 Lowe’s sustainability strategies and initiatives and reviewing our position on significant environmental and social issues to the sustainability committee of the Board of Directors. In fiscal 2020,2022, for the secondfourth consecutive year, Lowe’s was included in the Dow Jones Sustainability North America Index based on our environmental, social,ESG practices.

Investing in our Communities

We understand the important role Lowe’s plays in providing products, services, and governance practices.support to our communities. Through our community engagement initiatives and our continued partnerships with nonprofits across the nation, we are mending neighborhoods, revitalizing community spaces, supporting communities when disaster strikes, and preparing the next generation of skilled tradespeople to continue those efforts for years to come. We carry out these initiatives with a special focus on our nation’s veterans and active military community, first-responders, and under-resourced communities.

In fiscal 2022, Lowe's announced a five-year, $100 million investment in the communities we serve through a new program called Lowe's Hometowns. Each year from 2022 through 2026, Lowe's Hometowns will complete nearly 1,800 community impact projects, including 100 signature projects chosen from consumer nominations, and nearly 1,700 projects selected through Lowe's stores, supply chain facilities, and store support centers across the country. Through this effort, Lowe’s is helping restore and revitalize spaces that serve as the hubs and heartbeats of communities, including neighborhood services, parks, and community centers.

In addition, throughout the year we partnered with dozens of nonprofit organizations to identify and respond to critical needs in local communities, including Building Homes for Heroes, Rebuilding Together, and Local Initiatives Support Corporation. Lowe’s also continues to support our communities as they respond to and recover from natural disasters by providing tools and supplies, access to tool rental trailers, and volunteering with clean-up efforts.

In fiscal 2022, our associates across the U.S. contributed nearly 170,000 volunteer hours through Lowe’s-sponsored community engagement activities as well as in their personal time. In addition, through funding from our own associate donations and Company matching, we are able to support associates in times of significant, unforeseen financial hardship through the Lowe’s Employee Relief Fund.

Product Sustainability
Lowe’s is
We are committed to promoting sustainable practices throughout our supply chain and providing customers with eco-friendly, 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 policysupports 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.

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WeAs part of our 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 ourhelp customers decrease 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®and WaterSense®.

Reducing our Environmental Footprint
Lowe’s is
We are committed to mitigating climate change by reducing ourthe 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.

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Greenhouse Gas Emissions
In fiscal 2020, approximately 500 retail locations upgradedDecember 2022, we announced our goal to interior light-emitting diode (LED) lighting.reach net-zero emissions across the Company’s scope 1, 2, and 3 greenhouse gas emissions by 2050, in accordance with guidelines from the Science Based Targets initiative (SBTi), the global body enabling businesses to set emissions reduction targets in line with climate science. To meet interim SBTi targets, Lowe’s has also committed to decreasing its scope 1 and scope 2 emissions by 40% and reducing scope 3 emissions by 22.5% below 2021 levels by 2030.

To reach these targets, Lowe’s will focus on increasing operational efficiency and working to reduce emissions across Lowe's entire value chain. We also replaced 100are making further investments in energy efficiency and renewable energy within our operations, while exploring emerging technologies to reduce emissions associated with our vehicle fleet and facilities. Over the past three years, we have spent nearly $500 million across multiple projects including indoor LED lighting upgrades, replacing stores’ aging HVAC units with high-efficiency models. Ourhigh efficiency models, installing and updating building management systems, and installing pallet grinders. Lowe’s is also focused on partnering with suppliers to help reduce upstream emissions. We are working closely with suppliers to increase their operational efficiency and reduce their emissions through the use of renewable energy portfolio expandedand low-carbon innovations.

Continuing to procure renewable energy is one way Lowe’s is working to reduce our emissions footprint. In 2020, we secured our first renewable power purchase agreement, the Mesquite Star wind farm in 2020 when 100 megawattsTexas, now in its third year of windoperation. That same year, we partnered with Swift Current Energy to source additional renewable energy becamefrom the Black Diamond Solar Project in Illinois, which is expected to become operational in central Texas, which will produce the equivalent amountnext few years. We continue to establish a pipeline of other offsite renewable projects planned to become active over several years. Lowe’s continues to be a member of the Clean Energy Buyers Association to evaluate and explore new opportunities and technologies across renewable energy tomarkets (e.g., community solar, power all 144 Lowe’s storespurchase agreements), as well as implementing on-site solar generation in Texas.multiple states.

We are dedicated to promoting sustainable practices in the transportation industry, and we collaborate with the Environmental Protection Agency’s (EPA’s) SmartWay program to reduce transportation emissions by managing and reducing fuel usage by creating incentives for freight contractors to improve efficiencyefficiency. We are an EPA SmartWay program partner and are proudaim for 100% SmartWay certification for our transportation providers. This program provides access to be the first retailer to achieve the Environmental Protection Agency’s SmartWay Excellence Award ten years in a row.comprehensive data and oversight of Scope 3 emissions associated with our U.S. transportation footprint.

Lowe’s participates in the Carbon Disclosure Project’s (CDP) climate, forestry,Waste
We partner with suppliers to improve recycling and water security questionnaires to benchmarkwaste diversion, develop regional management processes, measure waste streams, and quantify our environmental practices in an effort to be transparent in our progress and assist in the reduction of our contributions to climate change. In fiscal 2020, Lowe’s externally verified its greenhouse gas emissions data to validate our findings and increase confidence in our reporting.conduct waste audits. At a local level, store waste, including cardboard, broken appliances, and wood pallets, and more, areis 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 our second year collaborating with How2Recycle, we continue to educate customers and encourage proper recycling of our product packaging. As technology and innovative practices improve, we will continue to explore opportunities to participate in the circular economy.

For more information about Lowe’s sustainability efforts, please visit responsibility.lowes.com.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 most stores and have been exploring other water-efficient technologies to increase water savings in our stores and garden centers. Additionally, we use 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.

Investing in Our CommunitiesCorporate Responsibility Reporting

Lowe’s legacy has long included a deep commitmentparticipates in the CDP’s climate change, forests, and water security questionnaires to benchmark and quantify our environmental practices, provide transparency on our progress, and assist 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-beingreduction of our associates, customers,contributions to climate change. Lowe’s continues to externally verify our scope 1 and communities, including healthcare providersscope 2 GHG emissions and first responders.water usage data to increase confidence in our reporting. Additionally, we align our sustainability reporting with the Sustainable Accounting Standards Board, the Global Reporting Initiative, and the U.N. Sustainable Development Goals. We publish our annual Task Force on Climate-related Financial Disclosures report to assess our climate-related risks and opportunities and better understand the potential impacts on our value chain.

While adaptingAdditional information regarding our own business 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. Determined to help make a difference and putting action behind our words of commitmentactivities related to our communities, Lowe’s contributed $109 millionhuman capital strategy, as well as our workforce diversity data, latest community improvement projects, and sustainability efforts can be found in pandemic relief to support our communities, including grants to support minority-ownedCorporate Responsibility Report and rural small businesses.

Lowe's established a small business grant program in partnership with Local Initiatives Support Corporation (LISC). Throughout 2020, the program provided grants of up to $20,000 to rural, minority-owned, 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.

As the COVID-19 global pandemic persisted throughout 2020, Lowe’s took seriously our responsibility to provide essential products and services to our customers, government officials, and first responders. In addition to donating essential personal protective equipment (PPE) and products to help keep medical professionals on the front lines safe and healthy, we also empowered all Lowe’s stores to donate masks and respirators to local small businesses to help them remain open or reopen under challenging circumstances.

Despite the challenges of the pandemic, we have continued to focus our philanthropy by investing in safe, affordable housing initiatives and workforce development programs that address the skilled trades gap. Lowe’s also supports veteran-related initiatives within these two focus areas and continues to assist customers, associates and communities before, during, and after natural disasters by partnering with disaster response and relief organizations.

In addition, we are proud to report that in 2020, every Lowe’s store in the United States and Canada was able to contribute to their communities through the Lowe’s Heroes program. Lowe's is also dedicated to helping our associates in times of need. Our Lowe’s Employee Relief Fund, made possible through associate donations and company matching, supports associates in times of significant, unforeseen financial hardship. In 2020, Lowe’s Employee Relief Fund distributed almost $3 million, helping 2,500 associates in need.
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For more informationCulture, Diversity & Inclusion Report, which are published annually and can be found on Lowe’s partnerships and latest community improvement projects, visitour website at responsibility.lowes.com. 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.

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 our customers expect a more personalized experience, our ability to offer more localized assortments of our merchandise to appeal to local tastes within each customer group is important to our ability to effectively meet customer expectations. There has also been an increase in customer preferences and expectations related to sustainability of our products and operations. 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.
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Our interactions with customers have evolved into an omni-channelomnichannel experience as they increasingly are usinguse 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 and digital retail is quickly evolving, and we must anticipate and meet our customers’ expectations and counteract new developments and technology investments by our competitors. Our customer-facing technology systems must appeal to our customers, function as 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, employeesassociates, 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
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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 strategiesstrategic initiatives effectively, or if they develop a substantially more effective or lower cost means of meeting customer needs, resulting in a negative impact on our business and results of operations.
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,location of stores, product assortment, product pricing, in-stock levels, customer service, quality and pricethe evolution of merchandisetechnology and services, in-stock levels, and merchandise assortment and presentation.customer expectations. 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 touchless lockers, and we must make investments to keep up with our customers’ evolving shopping preferences. Our ability to be competitive on delivery times, delivery costs, and delivery options depends on many factors, including successful implementation and the continued maintenance of our initiatives related to supply chain transformation.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 a 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.sets. 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
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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,benefits and family and medical leave. Due to growing competition among potential employers, we may also be subject to continued upward pressure on associate wages and employer-provided benefits, which in turn would increase labor costs. Additionally, we are subject to labor organizing efforts from time to time, and if we become subject to collective bargaining agreements in the future, it could adversely affect how we operate our business. Also, our response to any organizing efforts could be perceived negatively and harm our business and reputation. In addition to our United States operations, we have support offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our labor costsbusiness and our ability to retain a qualified workforce.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 specialistsshareholders, 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 shareholder 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
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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 and compliance with applicable laws and regulations. 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. Where appropriate, we request that our vendors provide additional documentation proving their compliance in these areas. 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. Actual, potential or perceived product safety concerns or vendor non-compliance exposes us to litigation, as well as government enforcement action, and could, and in certain instances in the past has, resulted in costly product recalls, the inability to sell certain products due to customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions, and other liabilities.

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 various factors including, but not limited to, the COVID-19 pandemic, or if these operations are subject to trade policy changes, orand additional tariffs, have affected and may continue to affect our results of operations could be adversely affected.operations.
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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 placingplaced strains on the domestic and international supply chain, that maywhich negatively affectaffected the flow orand availability of our products.products in the past. This canresulted in, and may continue to result in, higher out-of-stock inventory positions due to difficulties in timely obtaining products from the manufacturers and suppliers of our products, as well aswhich occurred during the peak periods of the COVID-19 pandemic. In addition, during the COVID-19 pandemic, the costs of transportation of those products to our distribution centers and stores 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.increased while availability of transportation decreased.

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.United States 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.,United States, which represents a large percentage of our overall merchandise. It remains unclear how tax or trade policies, tariffs, customs actions, 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, customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions, fluctuations in currency exchange rates and transport availability, capacity, and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs. 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.

The execution of initiatives to transform our supply chain network could disrupt our operations in the near term, and these investments might not provide the anticipated benefits.
We continue to transform and expand our supply chain network and existing omnichannel capabilities to meet changing customer needs. These investments are designed to promote greater network capacity and better flow management and optimization while leveraging a market delivery model and include adding XDTs and BDCs. Failure to choose the right investments and implement them in the right manner and at the right pace could disrupt our operations. If we are unable to effectively manage the volume, timing, nature, location, and cost of these investments, projects, and changes, our business operations and financial results could be materially and adversely affected. The cost and potential problems, defects of design, and interruptions associated with the implementation of these initiatives, including those associated with implementing new technologies, restructuring support systems and processes, securing appropriate facility locations, addressing impacts on inventory levels, and managing third-party service providers, could disrupt or reduce the efficiency of our operations and impact our profitability. Our investments to enhance and expand our supply chain might not provide the anticipated benefits, or might take longer than expected to complete or realize anticipated benefits, or might fail altogether, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

Our inability to effectively and efficiently manage and maintain our relationships with selected suppliers of both brand name and private branded 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 proprietaryprivate branded 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.

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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 have resulted in and 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. OurWe have faced investigations by one or more government agencies relating to our compliance with applicable laws and regulations, including one with respect to whether we are in compliance with applicable recordkeeping requirements and lead-safe practices. Any adverse result following such investigations could negatively affect our operations. In addition, failures by us or our third-party installers’ failuresthird party installers to effectively manage such requirements and internal processes regarding installation services have, from time to time, resulted in, and in the future 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. In particular, the Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems. We may not be able to achieve the anticipated benefits of these investments and may experience operational challenges such as delays or errors in implementation, security failures such as loss or corruption of data, reputational harm, increased costs and other significant disruptions. 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, includingprimarily 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 multipleother 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.

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Our business and our reputation could be adversely affected by cybersecurity incidents and the failure to protect customer, employee,associate, vendor, or Company information or to comply with evolving regulations relating to our obligation to protect our systems, assets, and such information.
Cyber-attacksCyber 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, employeesassociates, 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
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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 aThe increased use of remote work infrastructure has further increased the possible attack surfaces, and we may be exposed to increased risk to the security of our information systems or the information systems of third-party vendors and the confidentiality, integrity, and availability of our data. A 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,associates, 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. For example, the California Consumer Privacy Actlevel as a result of 2018 grants California consumers certain rights over their personal informationactive legislative and imposes stringent requirements on the collection, use and sharing of “personal information” of California consumers. Other U.S. states are proposing similar laws related to the protection of personal information and the U.S. federal government is also considering federal privacy legislation. rulemaking activities. In order to maintain our compliance with such laws as they come to fruition, we may sustain increased costs in order to continually evaluateand change our business policies and processes andin order to 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, associates, 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, mobile payments, 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. 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. Additionally, 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
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companies become unwilling or unable to provide these services to us. National outages with our third-party credit and debit processor have resulted in lost sales and declined transactions after purchases. Future occurrences of such failures in third party systems are difficult to predict and may adversely affect our operations in unexpected ways.

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 otherwe have recognized material impairments in the past and may do so in the future, including in connection with assets we have acquired or divested in a strategic transaction or charges to earnings associated with any
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strategic transaction, which have and may in the future materially reduce our earnings. For example, in fiscal 2022, the Company recorded pre-tax impairment, loss on sale, and other closing costs of $2.5 billion related to the sale of its Canadian retail business, which reduced earnings for fiscal 2022. Our shareholders may react unfavorably to our strategic transactions.transactions and strategic transactions may also be subject to regulatory uncertainty due to the changing enforcement landscape. We may not realize anythe 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 tomay 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. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration 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 benefits to provide additional paid time off, special payments to hourly associates, temporary wage increases and other benefits. These measures have increased 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.things.

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

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 mutations 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;

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unknown consequences on our business performance and strategic initiatives stemming from the substantial investment of time and other resources to the pandemic response;

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

volatility in the credit and financial markets duringevolving macroeconomic factors, including general economic uncertainty, unemployment rates and after the pandemic;

the pace of recovery when the pandemic subsides; and

the long-term impact of the pandemic on our business, including consumer behaviors.

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,age of housing stock, 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, highinflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, the impact of rising interest rates, of unemployment, 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. In particular, if cost inflation of merchandise increases beyond our ability to control, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand. 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.

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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 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.

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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 and other 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, inflationary pressures, labor
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costs, competition, market speculation, government regulations, tariffs and trade restrictions, and periodic delays in delivery. Rapid and significant changes in commodity and other prices, such as changes in lumber prices, and our ability to pass them on to our customers or manage them through our portfolio strategy, have affected, and may continue to 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. 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, including as a result of rising interest rates, bank failures or other macroeconomic conditions, 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,February 3, 2023, our properties consisted of 1,9741,738 stores in the U.S. and CanadaUnited States with a total of approximately 208195 million square feet of selling space.  A summary of our stores is as follows:
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StateStoresStateStores
Alabama38Montana5
Alaska5Nebraska5
Arizona32Nevada17
Arkansas21New Hampshire13
California112New Jersey40
Colorado29New Mexico14
Connecticut17New York70
Delaware10North Carolina114
District of Columbia1North Dakota3
Florida128Ohio83
Georgia64Oklahoma29
Hawaii4Oregon14
Idaho8Pennsylvania83
Illinois37Rhode Island5
Indiana43South Carolina50
Iowa11South Dakota3
Kansas12Tennessee60
Kentucky42Texas143
Louisiana30Utah17
Maine11Vermont2
Maryland29Virginia69
Massachusetts28Washington35
Michigan45West Virginia18
Minnesota10Wisconsin8
Mississippi24Wyoming1
Missouri46Total1,738 

Of the total stores operating at January 29, 2021,February 3, 2023, approximately 84%89% are owned, which includes stores on leased land, with the remainder being leased from third parties.  We also operate regional distribution centers and otherseveral 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. SEC rules establish a threshold of $300,000 for purposes of disclosing environmental proceedings involving a governmental authority. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.

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

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Item 4 - Mine Safety Disclosures

Not applicable.

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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 boardBoard of directors.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.

NameAgeTitle
Marvin R. Ellison5658Chairman, 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. Boltz5860Executive 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.
DavidJanice M. Denton55Executive Vice President and Chief Financial Officer since November 2018; Executive Vice President and Chief Financial Officer, CVS Health Corporation (a pharmacy innovation company), 2010 – November 2018.
Janice Dupré5658Executive Vice President, Human Resources since June 2020; Senior Vice President, Talent Management & Diversity and Global Chief Diversity Officer, January 2020 – June 2020; Vice President, Leadership Development and Global Chief Diversity Officer, November 2017 – January 2020; Vice President of Diversity & Inclusion and Chief Diversity Officer, McKesson Corporation (a healthcare company), June 2015 – October 2017.
Donald E. Frieson6264Executive 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 Godbole5153Executive Vice President, Chief Digital and Information Officer since September 2022; Executive Vice President, Chief Information Officer, November 2018;2018 – September 2022; 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.43Senior 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. McCanless6365Executive 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 III5153Executive 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. ThalbergBrandon J. Sink5145Executive Vice President, Chief Brand and MarketingFinancial Officer since February 2020; Global Chief Brand Officer, Taco Bell Corporation (a fast-food company), JanuaryApril 2022; Senior Vice President, Retail Finance, March 2021 – April 2022; Vice President, Merchandising Finance, June 2019 – March 2021; Vice President, Enterprise Strategy, August 2018 – February 2020; Chief Marketing Officer, Taco Bell Corporation, JanuaryJune 2019; Vice President, Finance, September 2016 – JanuaryAugust 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), 2007Controller, July 2015May 2015.September 2016.
    

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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, 2021,23, 2023, there were 21,65721,193 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 2, 2018, in the Company’s common stock and each of the indices.

low-20210129_g2.jpglow-20230203_g7.jpg
1/29/20162/3/20172/2/20182/1/20191/31/20201/29/20212/2/20182/1/20191/31/20201/29/20211/28/20222/3/2023
Lowe’sLowe’s$100.00 $102.27 $141.64 $135.51 $162.21 $232.84 Lowe’s$100.00 $97.59 $119.05 $173.75 $248.16 $232.67 
S&P 500S&P 500100.00 121.06 148.46 148.38 180.37 211.48 S&P 500100.00 99.35 121.46 142.39 172.28 163.47 
S&P Retail IndexS&P Retail Index$100.00 $116.33 $164.08 $176.14 $210.51 $295.76 S&P Retail Index$100.00 $108.22 $130.53 $184.54 $195.42 $165.36 

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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 2020:2022:
Total Number of
Shares Purchased
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, 202019,438,168 $160.59 19,437,809 $4,717,617,201 
November 28, 2020 - January 1, 20212,086 162.37 — 19,717,617,201 
January 2, 2021 - January 29, 20211,632,370 160.67 1,627,242 19,717,617,201 
As of January 29, 202121,072,624 $160.59 21,065,051 $19,717,617,201 
Total Number of
Shares Purchased
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, 3
October 29, 2022 - November 25, 2022 4
5,955,618 $197.92 5,955,320 $6,427,480,025 
November 26, 2022 - December 30, 2022585 208.75 — 21,427,480,025 
December 31, 2022 - February 3, 2023 4
4,015,907 204.87 4,008,843 20,727,480,160 
As of February 3, 20239,972,110 $200.72 9,964,163 $20,727,480,160 
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, 2020,7, 2022, the Company announced that its Board of Directors authorized an additional $15.0 billion of share repurchases, in addition to the $10.0$13.0 billion of share repurchases authorized by the Board of Directors in December 2018,2021, with no expiration.
3    As of January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ (deficit)/equity.
4In November 2022, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase the Company’s common stock. At inception, pursuant to the agreement, the Company paid $530 million to the financial institution and received an initial delivery of 2.0 million shares. In January 2023, prior to the end of the fiscal year, the Company finalized the transaction and received an additional 0.6 million shares. The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. See Note 10 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 margin29,572 22,943 22,908 22,434 21,674 
Operating income9,647 6,314 4,018 6,586 5,846 
Net earnings5,835 4,281 2,314 3,447 3,093 
Basic earnings per common share7.77 5.49 2.84 4.09 3.48 
Diluted earnings per common share7.75 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.
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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, 2021February 3, 2023 (our fiscal years 2020, 2019,2022 and 2018)2021). Unless otherwise noted, all references herein for the years 2020, 2019,2022, 2021, and 20182020 represent the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, January 31,respectively.   Fiscal year 2022 contains 53 weeks of operating results compared to fiscal years 2021 and 2020, and February 1, 2019, respectively.which contain 52 weeks. 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
Operations
Financial Condition, Liquidity and Capital Resources
Off-Balance Sheet Arrangements
Contractual Obligations and Commercial Commitments
Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

Performance Overview

Net sales for fiscal 20202022 increased 24.2%0.8% over fiscal year 20192021 to $89.6$97.1 billion. The increase in total sales was primarily driven by an increase in comparable sales, primarilythe 53rd week, partially offset by a decrease in comparable sales. The 53rd week contributed approximately 1.4% to the sales due to closed stores.growth for 2022. Comparable sales increased 26.1%decreased 0.9% over fiscal year 2019,2021, driven by an increasea 7.6% decrease in comparable customer transactions, of 14.0% and anpartially offset by a 6.7% increase in comparable average ticket of 12.1%.ticket. Net earnings for fiscal 2020 increased 36.3%2022 decreased 23.8% to $5.8$6.4 billion. Diluted earnings per common share increased 41.3%decreased 15.5% in fiscal year 20202022 to $7.75$10.17 from $5.49$12.04 in 2019.fiscal 2021. Included in the fiscal 20202022 results is a $1.1$2.5 billion of pre-tax costs associated with the sale of the Canadian retail business consisting of long-lived asset impairment, loss on extinguishment of debt from cash tender offers to purchasesale, 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 are operatingadditional closing costs, related to the Canada restructuring actions.which decreased diluted earnings per share by $3.64. Adjusting 2020 and 2019 amounts for these discrete items, not contemplated in the business outlooks for those respective years, adjusted diluted earnings per common share increased 54.4%14.7% to $13.81 in fiscal year 2020 to $8.862022 from $5.74diluted earnings per common share of $12.04 in 20192021 (see the non-GAAP financial measures discussion).

For 2020,fiscal 2022, cash flows from operating activities were $11.0$8.6 billion, with $1.8 billion used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased $5.0$14.1 billion of common stock and paid $1.7$2.4 billion in dividends during the year.

In 2020, we experienced unprecedented customer demand asThe Total Home strategy remained our focus for the consumer mindset turned its focusyear, which reflects our commitment to the functionprovide a full complement of products and enjoyment of theirservices for Pro and DIY consumers alike, enabling a Total Home solution for every project across the home. During the COVID-19 pandemic,year, our continued investment in the home has becomePro customer helped generate broad-based demand with positive comparable sales in our core Pro categories. In the first quarter, we launched our Pro loyalty program, MVPs Pro Rewards and Partnership ProgramTM, which is centered on creating a residence,partnership with our Pro customers. In addition, throughout the year, we improved Pro product and service offerings, and enhanced product assortments to meet Pro needs. Demand with our DIY customer was strong in core, home-improvement categories throughout the year, while discretionary DIY category performance lagged due to a home school,short spring season, cycling unprecedented demand over the past two years, and a home office and the primary location for recreation and entertainment. Due to our executionreduction 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.holiday purchases.

The COVID-19 pandemic changed the way customers shop with Lowe’s.Our Perpetual Productivity Improvement (PPI) initiatives continued to gain efficiencies through our enhanced labor management tools, store inventory management system, and improved pricing capabilities. Also, to date, we have converted 11 geographic areas to our market-based delivery model for big and bulky product. In an effortthis model, product flows directly to enhancecustomer homes from our omni-channel capabilitiesdistribution network, bypassing stores altogether. We expect these initiatives and to offer options to meet our customer’s needs, we rapidly rolled out curbside pickupinvestments in the first quarter. We then launched mobile check-in for curbside pickup along with an internal order picking appbusiness to improve associates’ speeddeliver operating margin productivity 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 improve the customer pickup experience, including geofencing technology that alerts our stores when customers are on their way to pick up their orders. In addition, we completed the re-platforming of Lowes.com to the cloud which greatly improved site stability and functionality allowing us to achieve triple-digit online sales growth for the year.drive meaningful long-term shareholder value going forward.

To provide customers with a more intuitive shopping experienceWhile improving our operating discipline, we have continued to invest in our front-line associates. In addition to the discretionary and better alignprofit-sharing bonuses awarded throughout the year, we implemented $170 million in annual wage increases effective December 2022. These compensation investments reflect our product adjacencies, especially for Pro customers,commitment to becoming the employer of choice in retail.

With the sale of our Canadian retail business on February 3, 2023, we made a significant merchandising investment to resetare focused on the layouttransformation of our U.S. stores (U.S. Stores Reset).home improvement business to further enhance our operating margin, simplify our business model, and deliver sustainable value to our shareholders. We believe the core demand drivers of our business are disposable personal income, home price appreciation, and the age of the housing stock. The U.S. Stores Reset provides a faster shopping experience, increases localized product assortments by eliminating unproductive baystypical homeowner today has significant equity in his or her home, while the housing
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which opens up space for new products better tailoredstock continues to age. These factors, along with strong millennial household formation, elderly preference to age in place, and widespread remote work, continue to support the localhome improvement market, and drives more transactions by moving the basket-building category of cleaning productswe believe we are well-positioned 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.gain market share through our Total Home strategy.

In addition, throughout 2020, we continued 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 priorities 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 monitor 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.

Looking Forward

In late 2020, after a period of time spent focusing on improving our retail fundamentals, we unveiled our Total Home strategy, which is our commitment to providing a full complement of products and services for Pros and Consumers alike, enabling a Total Home solution for every need 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, expanding our online business, modernizing installation services, improving localization efforts, and elevating our product assortment.

In the coming year, we remain focused on growing market share, improving operating profitability, and driving sustainable growth. While there is uncertainty in the market and the home improvement sector, we believe we have the flexibility to manage and adapt our business in a dynamic economic environment.
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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
202220212022 vs. 20212022 vs. 2021
Net salesNet sales100.00 %100.00 %N/A0.8 %
Gross marginGross margin33.23 33.30 (7)0.6 
Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative20.94 19.01 193 11.1 
Depreciation and amortizationDepreciation and amortization1.82 1.73 6.2 
Operating incomeOperating income10.47 12.56 (209)(16.0)
Interest – netInterest – net1.16 0.92 24 26.8 
Pre-tax earningsPre-tax earnings9.31 11.64 (233)(19.4)
Income tax provisionIncome tax provision2.68 2.87 (19)(6.0)
Net earningsNet earnings6.63 %8.77 %(214)(23.8)%
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
202020192020 vs. 20192020 vs. 2019202120202021 vs. 20202021 vs. 2020
Net salesNet sales100.00 %100.00 %N/A24.2 %Net sales100.00 %100.00 %N/A7.4 %
Gross marginGross margin33.01 31.80 121 28.9 Gross margin33.30 33.01 29 8.4 
Expenses:Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative20.68 21.30 (62)20.6 Selling, general and administrative19.01 20.68 (167)(1.2)
Depreciation and amortizationDepreciation and amortization1.56 1.75 (19)10.9 Depreciation and amortization1.73 1.56 17 18.8 
Operating incomeOperating income10.77 8.75 202 52.8 Operating income12.56 10.77 179 25.4 
Interest – netInterest – net0.95 0.96 (1)22.9 Interest – net0.92 0.95 (3)4.4 
Loss on extinguishment of debtLoss on extinguishment of debt1.18 — 118 N/ALoss on extinguishment of debt— 1.18 (118)(100.0)
Pre-tax earningsPre-tax earnings8.64 7.79 85 37.6 Pre-tax earnings11.64 8.64 300 44.8 
Income tax provisionIncome tax provision2.13 1.86 27 41.8 Income tax provision2.87 2.13 74 45.3 
Net earningsNet earnings6.51 %5.93 %58 36.3 %Net earnings8.77 %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
201920182019 vs. 20182019 vs. 2018
Net sales100.00 %100.00 %N/A1.2 %
Gross margin31.80 32.12 (32)0.2 
Expenses:
Selling, general and administrative21.30 24.41 (311)(11.7)
Depreciation and amortization1.75 2.07 (32)(14.5)
Operating income8.75 5.64 311 57.1 
Interest – net0.96 0.88 10.6 
Pre-tax earnings7.79 4.76 303 65.7 
Income tax provision1.86 1.52 34 24.3 
Net earnings5.93 %3.24 %269 85.0 %
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,During fiscal 2022, 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’sadjusted its comparable sales metric was based on when control ofto exclude days affected by national outages with its third-party credit and debit processor. Excluding these days, and 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 salescorresponding prior period days, increased the comparable sales metric by 62approximately 5 basis points. For thepoints for 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.2022. The comparable sales metric for the fiscal years ended January 31,2021 and 2020 and February 1, 2019, has been recast to conform to the current year presentation.

were not impacted or adjusted by similar outages.
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Other MetricsOther Metrics202020192018Other Metrics
2022 1
20212020
Comparable sales increase 1
26.1 %2.6 %2.2 %
Comparable sales (decrease)/increase 2
Comparable sales (decrease)/increase 2
(0.9)%6.9 %26.1 %
Total customer transactions (in millions)Total customer transactions (in millions)1,046 921 941 Total customer transactions (in millions)937 1,002 1,046 
Average ticket 2
$85.67 $78.36 $75.79 
Average ticket 3
Average ticket 3
$103.64 $96.09 $85.67 
At end of year:At end of year:At end of year:
Number of storesNumber of stores1,974 1,977 2,015 Number of stores1,738 1,971 1,974 
Sales floor square feet (in millions)Sales floor square feet (in millions)208 208 209 Sales floor square feet (in millions)195 208 208 
Average store size selling square feet (in thousands) 3
105 105 104 
Return on average assets 4
12.4 %10.8 %6.4 %
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 %
Average store size selling square feet (in thousands) 4
Average store size selling square feet (in thousands) 4
112 106 105 
Return on average assets 5
Return on average assets 5
13.9 %17.5 %12.4 %
Net earnings to average debt and shareholders’ (deficit)/equity 6
Net earnings to average debt and shareholders’ (deficit)/equity 6
26.6 %32.3 %21.9 %
Return on invested capital 6
Return on invested capital 6
27.7 %19.9 %11.2 %
Return on invested capital 6
30.4 %35.3 %27.7 %
1The fiscal year ended February 3, 2023 had 53 weeks. The fiscal years ended January 28, 2022 and January 29, 2021 had 52 weeks.
2     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. Operating locations which are sold are included in comparable sales until the date of sale. Comparable sales include online sales, which positively impacted the comparable sales increase in fiscal 2022, fiscal 2021, and fiscal 2020 fiscal 2019, and fiscal 2018 by approximately 45 basis points, 150 basis points, and 565 basis points, 25 basis points, and 80 basis points, respectively. The comparable sales calculation for 2022 included in the preceding table was calculated using sales for a comparable 53-week period.
23    Average ticket is defined as net sales divided by the total number of customer transactions.
34    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.
45    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. As of February 3, 2023, ROIC was negatively impacted approximately 800 basis points as a result of the sale of the Canadian retail business. 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. ManagementThe Company believes this non-GAAP financial measure provides useful insight for analysts and investors in evaluating what management considers the Company’s core financialoperating performance. Adjusted diluted earnings per share excludes the impact of certaina discrete itemsitem, further described below, not contemplated in the Company’s business outlooksoutlook for 2020 and 2019. Unless otherwise noted, the income tax effect of thesefiscal 2022. There were no non-GAAP adjustments is calculated using the marginal rates for the respective periods.in fiscal 2021.

Fiscal 20202022 Impacts
In the third quarter of fiscal 2019,2022, the Company beganrecognized a strategic reviewpre-tax $2.1 billion long-lived asset impairment of itsthe Canadian operations, and inretail business. 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,2022, the Company recognized additional pre-tax operating costs totaling $441 million, consisting of $45 million related to inventory write-downsthe loss on the sale 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, 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-downsale of the MexicoCanadian retail operations in fiscal 2019 (Mexico adjustments)business (Canadian retail business transaction costs).

During the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations resulting in pre-tax charges of $53 million associated with long-lived asset impairment. In the fourth quarter, the Company recognized pre-tax operating costs and charges of $176 million related to inventory liquidation, accelerated depreciation and amortization, severance, and other costs, as well as a net $26 million impact to income tax expense
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related to income tax valuation allowance. Total pre-tax operating costs and charges for fiscal 2019 were $230 million (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.
20202019
Pre-Tax EarningsTaxNet EarningsPre-Tax EarningsTaxNet Earnings
Diluted earnings per share, as reported$7.75 $5.49 
Non-GAAP Adjustments – per share impacts
Loss on extinguishment of debt1.41 (0.36)1.05 — — — 
Canada restructuring0.06 — 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 
2022
Pre-Tax Earnings
Tax1
Net Earnings
Diluted earnings per share, as reported$10.17 
Non-GAAP adjustments – per share impacts
Canadian retail business transaction costs3.95 (0.31)3.64 
Adjusted diluted earnings per share$13.81 
1Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.
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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.financial returns. 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)202020192018(In millions, except percentage data)202220212020
Calculation of Return on Invested CapitalCalculation of Return on Invested CapitalCalculation of Return on Invested Capital
NumeratorNumeratorNumerator
Net earningsNet earnings$5,835 $4,281 $2,314 Net earnings$6,437 $8,442 $5,835 
Plus:Plus:Plus:
Interest expense – netInterest expense – net848 691 624 Interest expense – net1,123 885 848 
Operating lease interestOperating lease interest171 195 206 Operating lease interest163 160 171 
Loss on extinguishment of debtLoss on extinguishment of debt1,060 — — Loss on extinguishment of debt— — 1,060 
Provision for income taxesProvision for income taxes1,904 1,342 1,080 Provision for income taxes2,599 2,766 1,904 
Lease adjusted net operating profitLease adjusted net operating profit9,818 6,509 4,224 Lease adjusted net operating profit10,322 12,253 9,818 
Less:Less:Less:
Income tax adjustment 1
Income tax adjustment 1
2,416 1,554 1,344 
Income tax adjustment 1
2,970 3,024 2,416 
Lease adjusted net operating profit after taxLease adjusted net operating profit after tax$7,402 $4,955 $2,880 Lease adjusted net operating profit after tax$7,352 $9,229 $7,402 
DenominatorDenominatorDenominator
Average debt and equity 2
$26,686 $24,950 $25,713 
Net earnings to average debt and equity21.9 %17.2 %9.0 %
Return on invested capital27.7 %19.9 %11.2 %
Average debt and shareholders’ (deficit)/equity 2
Average debt and shareholders’ (deficit)/equity 2
$24,155 $26,109 $26,686 
Net earnings to average debt and shareholders’ (deficit)/equityNet earnings to average debt and shareholders’ (deficit)/equity26.6 %32.3 %21.9 %
Return on invested capital 3
Return on invested capital 3
30.4 %35.3 %27.7 %
1    Income tax adjustment is defined as net operating profit multiplied by the effective tax rate, which was 24.6%28.8%, 23.9%24.7%, and 31.8%24.6% for 2020, 2019,2022, 2021, and 2018,2020, 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.
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Table3As of ContentsFebruary 3, 2023, ROIC was negatively impacted approximately 800 basis points as a result of the sale of the Canadian retail business.

Fiscal 20202022 Compared to Fiscal 20192021

For the purpose of the following discussion, comparable store sales, comparable average ticket, and comparable customer transactions are based upon comparable 53-week periods.

Net Sales – Net sales increased 24.2%0.8% to $89.6$97.1 billion in 2020.2022. The increase in total sales was driven primarily by the 53rd week, partially offset by a decrease in comparable sales. The 53rd week contributed approximately 1.4% to the sales growth.growth for 2022. Comparable sales increased 26.1%decreased 0.9% over the same period, driven by a 14.0% increase7.6% decline in comparable customer transactions, andpartially offset by a 12.1%6.7% increase in comparable average ticket. Comparable sales increaseschange during each quarter of the fiscal year, as reported, were 11.2%a decline of 4.0% in the first quarter, 34.2%decline of 0.3% in the second quarter, 30.1%increase of 2.2% in the third quarter, and 28.1%decline of 1.5% in the fourth quarter.

During 2020,2022, we experienced comparable sales increases in all 15six of 14 product categories, led by Rough Plumbing, Building Materials, and broad-based growth with both DIY andPaint. Strength in these categories reflects robust demand from Pro customers. Comparablecustomers, as well as unit price increases
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driven by inflation. We experienced our lowest comparable sales were above the Company average in Lumber, Lawn & Garden, Paint, Seasonal & Outdoor Living, Tools, and Décor. Lumber experienced strong performance driven by strong unit demand from both DIY and Pro customers, as well as benefits from improved investments in job lot quantities 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 benefit due to 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.Garden. Geographically, allthree of 15 U.S. regions experienced positive comparable sales of at least 20%,with strength primarily in the south, while Canada delivered comparable sales of 15%.

Duringour Canadian operations lagged 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%.

Gross Margin – Gross margin as a percentage of sales for 2020 increased 1212022 contracted 7 basis points compared to 2019.2021. Gross margin was positivelynegatively impacted by 30 basis points from higher transportation costs and expansion of our supply chain network and 20 basis points from inventory shrink. These were partially offset by approximately 23525 basis points of favorable product mix and 20 basis points of total rate improvement driven by continued improvementsimprovement in ourmanaging product costs and disciplined pricing and promotional strategies as well as approximately 20 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 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.strategies.

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 20 basis points of deleverage from lower credit revenue.

SG&A – SG&A expense for 2020 leveraged 622022 deleveraged 193 basis points as a percentage of sales compared to 2019.2021. This was primarily driven by 115 basis points of leverage in retail operating salaries due to increased sales and improved store operating efficiencies, 30 basis points of leverage 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, severanceloss on sale, and other closing costs as well as current year closing costs. These wereassociated with the sale of the Canadian retail business, 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 30 basis points of deleverage due to our U.S. Stores Reset.     ongoing productivity initiatives.

For the fourth quarter of 2020, SG&A expense leveraged 63 basis points as a percentage of sales compared 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
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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.

Depreciation and Amortization – Depreciation and amortization expense leveraged 19deleveraged 9 basis points for 20202022 as a percentage of sales compared to 2019,2021, 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.core business investments. Property, less accumulated depreciation, increaseddecreased to $19.2$17.6 billion at February 3, 2023, compared to $19.1 billion at January 29, 2021, compared28, 2022, primarily due to $18.8 billion at January 31, 2020.  Asthe impairment of January 29, 2021, and January 31, 2020, we owned 84%the Canadian retail business long-lived assets in the third quarter of our stores, which included stores on leased land.2022.

Interest – Net – Net interest expense is comprised of the following:
(In millions)(In millions)20202019(In millions)20222021
Interest expense, net of amount capitalizedInterest expense, net of amount capitalized$859 $706 Interest expense, net of amount capitalized$1,137 $869 
Amortization of original issue discount and loan costsAmortization of original issue discount and loan costs13 12 Amortization of original issue discount and loan costs20 16 
Interest on tax uncertaintiesInterest on tax uncertainties12 
Interest incomeInterest income(24)(27)Interest income(37)(12)
Interest – netInterest – net$848 $691 Interest – net$1,123 $885 

Net interest expense in 2020 leveraged one2022 deleveraged 24 basis pointpoints primarily as a result of increased sales in the current year, offset by interest expense related to the issuance of $4.0$5.0 billion unsecured notes in March 20202022 and $4.0$4.8 billion unsecured notes in October 2020.

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.September 2022.

Income Tax Provision – Our effective income tax rate was 24.6%28.8% in 20202022 compared to 23.9%24.7% in 2019. For 2019, the2021. The 2022 rate was favorablyunfavorably impacted by the tax benefitpartial deductibility of long-lived asset impairment and loss on sale 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.Canadian retail business.

Our effective income tax rates were 25.9% and 34.3% for the three months 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 20192021 Compared to Fiscal 20182020

For a comparison of our results of operations, financial condition, liquidity, and capital resources for the fiscal years ended January 31, 202028, 2022, and February 1, 2019,January 29, 2021, see “PartPart 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, 2020,28, 2022, filed with the SEC on March 23, 2020.21, 2022.

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, supplementedoperations, combined with our continued access to capital markets on both a short-term and long-term borrowings, have provided ample liquiditybasis, as needed, remain adequate 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. We believe these sources of liquidity will continue to support our business for the next twelve months. As of January 29, 2021,February 3, 2023, we held $4.7$1.3 billion of cash and cash equivalents, as well as $3$3.5 billion in undrawn capacity on our revolving credit facilities. We believe that

As of February 3, 2023, our sourcesmaterial contractual obligations and commercial commitments consist of liquidity will continueleases, long-term debt, purchase obligations, and letters of credit. See Note 6, Note 8, and Note 15 of the Notes to be adequatethe Consolidated Financial
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Statements in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report for amounts outstanding related to fund our operationsleases, long-term debt, and investments to grow our business, repay our debtcommitments, respectively, as it becomes due, pay dividends, and fund our share repurchases over the next 12 months.of February 3, 2023.

Cash Flows Provided by Operating Activities
(In millions)(In millions)202020192018(In millions)20222021
Net cash provided by operating activitiesNet cash provided by operating activities$11,049 $4,296 $6,193 Net cash provided by operating activities$8,589 $10,113 

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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, 2021 versusFebruary 3, 2023, compared to the year ended January 31, 2020,28, 2022, was due primarily to higher net earnings and changes in working capital. Accounts payable increasedInventory decreased operating cash flow for fiscal 20202022 by $3.2approximately $2.6 billion compared to a decrease of $637$1.4 billion for fiscal 2021. Accounts payable decreased operating cash flow for fiscal 2022 by $549 million compared to an increase of $466 million in fiscal 2019,2021, driving an additional $3.8a reduction of $1.0 billion in operating cash flows for fiscal 2020.2022. The increase in inventory is primarily due to product cost and freight inflation compared to the prior year, as well as lower inventory turns year-over-year. The decrease in accounts payable wasis driven by higher sustainedtiming of inventory purchase volumepurchases in 2020 as compared to 2019.the prior year. Other operating liabilities increased $813operating cash flows $388 million for fiscal 20202022 compared to a decrease of $639$570 million in fiscal 2019. The2021. This increase in other operating liabilities in the current year is primarily driven by increases in accrued compensation and employee benefits, and increased accrued payroll taxes due to the deferral of qualifying employer payroll taxespayment of our third and fourth quarter estimated federal tax payments under the income tax relief announced by the Internal Revenue Service for business located in accordance with the Coronavirus, Aid, Relief, and Economic Securities Act (the CARES Act). Inventory decreased operating cash flow for fiscal 2020states impacted 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.Hurricane Ian.

Cash Flows Used in Investing Activities
(In millions)(In millions)202020192018(In millions)20222021
Net cash used in investing activitiesNet cash used in investing activities$(1,894)$(1,369)$(1,080)Net cash used in investing activities$(1,309)$(1,646)

Net cash used in investing activities primarily consists of transactions related to capital expenditures.expenditures, offset by proceeds from the sale of the Canadian retail business.

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 $1.8 billion in 2020, $1.52022 and $1.9 billion in 2019, and $1.2 billion in 2018.2021. The following table provides the allocation of capital expenditures for 2020, 2019,2022 and 2018:2021:
20202019201820222021
Existing store investments ¹Existing store investments ¹85 %80 %60 %Existing store investments ¹75 %75 %
Strategic initiatives ²Strategic initiatives ²10 %10 %20 %Strategic initiatives ²15 %15 %
New stores, new corporate facilities and international 3
New stores, new corporate facilities and international 3
%10 %20 %
New stores, new corporate facilities and international 3
10 %10 %
Total capital expendituresTotal capital expenditures100 %100 %100 %Total capital expenditures100 %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 2023, our guidance for capital expenditures forecast is approximatelyup to $2.0 billion. The following table provides the allocation of our fiscal 20212023 capital expenditures forecast:guidance:
20212023
Existing store investments6070 %
Strategic initiatives3025 %
New stores newand corporate facilities and international105 %
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Cash Flows Used in Financing Activities
(In millions)(In millions)202020192018(In millions)20222021
Net cash used in financing activitiesNet cash used in financing activities$(5,191)$(2,735)$(5,124)Net cash used in financing activities$(7,049)$(12,016)

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 2022, we issued $9.8 billion of unsecured notes. This is comprised of $5.0 billion of unsecured notes issued in March 2020,2022 and $4.8 billion of unsecured notes issued in September 2022, the proceeds of which were designated for general corporate purposes. In 2022, we entered intopaid approximately $765 million to retire scheduled debts at maturity.

We have 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, which has a maturity date of December 2026 and an aggregate availability of $2.0 billion. We also have a $2.0 billion five-year unsecured revolving credit agreement dated March 23, 2020, and as amended, (the 2020 Credit Agreement) with a syndicate of banks. In addition, we havebanks, which has a $1.98 billion five-year unsecured revolving second amendedmaturity date of December 2026 and restated
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credit agreement (the Second Amended and Restated Credit Agreement) with a syndicate of banks.$2.0 billion. 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 (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of both agreementsthe Credit Agreements by an additional $520 million.

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 2019 Credit Agreement) with a syndicate of banks. In connection with the 2020 Credit Agreement, the Company refinanced the 2019 Credit Agreement and terminated any commitments under the 2019 Credit Agreement as of March 23, 2020.$1.0 billion.

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. Outstanding borrowings under the Company’s commercial paper program were $499 million, with a weighted average interest rate of 4.78% as of February 3, 2023. There were no outstanding borrowings under the Company’s2020 Credit Agreement or the Third Amended and Restated Credit Agreement as of February 3, 2023. 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, 2020.28, 2022. Total combined availability under the 2020 Credit Agreement and the SecondThird Amended and Restated Credit Agreement as of January 29, 2021,February 3, 2023, was $3.0$3.5 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)202020192018
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.

Long-term Debtas of February 3, 2023.

The following table includes additional information related to the Company’s long-termour debt for 2020, 2019,2022 and 2018:2021:
(In millions)202020192018
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.

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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.
(In millions, except for interest rate data)20222021
Net proceeds from issuance of debt$9,667 $4,972 
Repayment of debt$(867)$(2,118)
Net change in commercial paper$499 $— 
Maximum commercial paper outstanding at any period$2,470 $400 
Short-term borrowings outstanding at year-end$499 $— 
Weighted-average interest rate of short-term borrowings outstanding4.78 %— %

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
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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, 2019,2022 and 2018:2021:
(In millions, except per share data)(In millions, except per share data)202020192018(In millions, except per share data)20222021
Total amount paid for share repurchasesTotal amount paid for share repurchases$4,971 $4,313 $3,037 Total amount paid for share repurchases$14,124 $13,012 
Total number of shares repurchasedTotal number of shares repurchased34.5 41.2 31.6 Total number of shares repurchased71.2 62.8 
Average price paid per shareAverage price paid per share$144.08 $104.68 $96.18 Average price paid per share$198.39 $207.32 

As of January 29, 2021,February 3, 2023, we had $19.7$20.7 billion remaining under our share repurchase program with no expiration date. We expect to repurchase shares totaling approximately $9.0 billion in 2021.

Dividends

In 2020,the third quarter of 2022, we increased our quarterly dividend payment by 9%31% to $0.60$1.05 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, 2019,2022 and 2018:2021:
(In millions, except per share data and percentage data)(In millions, except per share data and percentage data)202020192018(In millions, except per share data and percentage data)20222021
Total cash dividend paymentsTotal cash dividend payments$1,704 $1,618 $1,455 Total cash dividend payments$2,370 $1,984 
Dividends paid per shareDividends paid per share$2.25 $2.06 $1.78 Dividends paid per share$3.70 $2.80 
Dividend payout ratioDividend payout ratio29 %38 %63 %Dividend payout ratio37 %24 %

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, 2021,27, 2023, 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 RatingsS&PMoody’s
Commercial PaperA-2P-2
Senior DebtBBB+Baa1
OutlookStableStable

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.

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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)
TotalLess Than 1 Year1-3 Years4-5 YearsAfter 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)
TotalLess Than 1 Year1-3 Years4-5 YearsAfter 5 Years
Letters of Credit 4
$61 $$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.

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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 2020,2022, our reserve increaseddecreased approximately $77$29 million to $182$139 million as of January 29, 2021.February 3, 2023.

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, 2021, and these locations will have physical inventories completed by March 31, 2021. During 2020,2022, the inventory shrink reserve increased approximately $121$14 million to $365$428 million as of January 29, 2021,February 3, 2023, in response to higher volumes and estimated shrinkage rates based on results from previous physical inventories.

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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 each have affected net earnings by approximately $14$10 million for 2020.2022. 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$32 million for 2020.2022.

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 locationslong-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. When evaluating locationslong-lived assets for impairment, our asset group is generally 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
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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.

During the third quarter of 2022, the Company determined it was more likely than not that the assets within the Canadian retail business would be sold or otherwise disposed of significantly before the end of their previously estimated useful lives and were evaluated for recoverability. Based on the proposed transaction, the Company reconsidered the appropriate asset grouping of long-lived assets attributable to the Company’s Canadian locations given the change in the Company’s expectations regarding use and disposition of its associated assets. The Company determined the total Canada retail business (Canada asset group) to be the appropriate asset group for which Canadian business assets should be evaluated, as this represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Changes in asset group determinations are accounted for on a prospective basis.

A potential impairment has occurred if projected future undiscounted cash flows expected to result from the use and eventual dispositionfair value of the location’s assets areasset group is less than the asset group’s carrying amount of the assets.value. The carrying value of aan operating location’s asset group includes inventory, property, operating and finance lease right-of-use assets and operating liabilities including inventoryaccounts payables, salaries payableaccrued compensation, and operating lease liabilities. Financial and nonoperating liabilities are excluded from the carrying
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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.

The carrying value of the Canada asset group included substantially all assets and liabilities of the Canadian retail business, including accounts receivable, inventory, property, operating and finance lease right-of-use assets, definite-lived intangible assets, operating liabilities including accounts payable and accrued compensation, and operating and finance lease liabilities. The cumulative foreign currency translation adjustment balance was excluded from the carrying value of the Canada asset group in evaluating the recoverability of a held and used asset group.

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 sale or 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. A market approach of an orderly transaction under current market conditions was used in determining the estimated fair value of the Canada asset group, which was based on the proposed transaction price, inclusive of performance-based contingent consideration.

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 or an asset will be otherwise disposed of 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 2020 and 2019,2022, the Company recorded $2.1 billion of long-lived asset impairment recorded within selling, general and administrative expenses (SG&A) in the consolidated statements of earnings, which reflects the full carrying value of the long-lived assets of the Canada asset group. During fiscal 2021, long-lived asset impairment 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
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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 orliability, product liability, and $10 million per occurrence involving automobile.automobile liability. 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 2020,2022, our self-insurance liabilities decreased approximately $11$45 million to $1.1 billion as of January 29, 2021.February 3, 2023.

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$80 million for 2020.2022. A 100 basis point change in our discount rate would have affected net earnings by approximately $23$21 million for 2020.
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2022.

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 and commodity prices and foreign currency exchange rates.prices.

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,February 3, 2023, 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.

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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.February 3, 2023.  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,February 3, 2023, 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.
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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, 2021February 3, 2023 and January 31, 2020,28, 2022, the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows, for each of the three fiscal years in the period ended January 29, 2021,February 3, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 29, 2021February 3, 2023 and January 31, 2020,28, 2022, and the results of its operations and its cash flows for each of the three fiscal years in the period ended January 29, 2021,February 3, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 29, 2021,February 3, 2023, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 22, 2021,27, 2023, 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,February 3, 2023, the Company purchased inventory from a significant number of vendors. Many of the vendor funds associated with these purchases are earned under agreements that are negotiated on an annual basis or shorter. The funds are recorded as a reduction to the cost of inventory as they are earned. As the related inventory is sold, the amounts are recorded as a reduction to cost of sales.
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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
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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 oras they are earned, and as a reduction to cost of sales as the related inventory is sold, in accordance with the terms of the vendor agreements.
We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory and/oras they are earned, and the amount recorded as a reduction to cost of sales.sales as the related inventory is sold.
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, 202127, 2023

We have served as the Company's auditor since 1962.

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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,February 3, 2023, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2021,February 3, 2023, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended January 29, 2021,February 3, 2023, of the Company and our report dated March 22, 2021,27, 2023, 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, 202127, 2023
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Lowe’s Companies, Inc.
Consolidated Statements of Earnings
(In millions, except per share and percentage data)
Fiscal Years EndedFiscal Years Ended
January 29, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
Current EarningsCurrent EarningsAmount% SalesAmount% SalesAmount% SalesCurrent EarningsAmount% SalesAmount% SalesAmount% Sales
Net salesNet sales$89,597 100.00 %$72,148 100.00 %$71,309 100.00 %Net sales$97,059 100.00 %$96,250 100.00 %$89,597 100.00 %
Cost of salesCost of sales60,025 66.99 49,205 68.20 48,401 67.88 Cost of sales64,802 66.77 64,194 66.70 60,025 66.99 
Gross marginGross margin29,572 33.01 22,943 31.80 22,908 32.12 Gross margin32,257 33.23 32,056 33.30 29,572 33.01 
Expenses:Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative18,526 20.68 15,367 21.30 17,413 24.41 Selling, general and administrative20,332 20.94 18,301 19.01 18,526 20.68 
Depreciation and amortizationDepreciation and amortization1,399 1.56 1,262 1.75 1,477 2.07 Depreciation and amortization1,766 1.82 1,662 1.73 1,399 1.56 
Operating incomeOperating income9,647 10.77 6,314 8.75 4,018 5.64 Operating income10,159 10.47 12,093 12.56 9,647 10.77 
Interest – netInterest – net848 0.95 691 0.96 624 0.88 Interest – net1,123 1.16 885 0.92 848 0.95 
Loss on extinguishment of debtLoss on extinguishment of debt1,060 1.18 Loss on extinguishment of debt— — — — 1,060 1.18 
Pre-tax earningsPre-tax earnings7,739 8.64 5,623 7.79 3,394 4.76 Pre-tax earnings9,036 9.31 11,208 11.64 7,739 8.64 
Income tax provisionIncome tax provision1,904 2.13 1,342 1.86 1,080 1.52 Income tax provision2,599 2.68 2,766 2.87 1,904 2.13 
Net earningsNet earnings$5,835 6.51 %$4,281 5.93 %$2,314 3.24 %Net earnings$6,437 6.63 %$8,442 8.77 %$5,835 6.51 %
Basic earnings per common shareBasic earnings per common share$7.77 $5.49 $2.84 Basic earnings per common share$10.20 $12.07 $7.77 
Diluted earnings per common shareDiluted earnings per common share$7.75 $5.49 $2.84 Diluted earnings per common share$10.17 $12.04 $7.75 


Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income
(In millions, except percentage data)
Fiscal Years EndedFiscal Years Ended
January 29, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
Amount% SalesAmount% SalesAmount% SalesAmount% SalesAmount% SalesAmount% Sales
Net earningsNet earnings$5,835 6.51 %$4,281 5.93 %$2,314 3.24 %Net earnings$6,437 6.63 %$8,442 8.77 %$5,835 6.51 %
Foreign currency translation adjustments – net of taxForeign currency translation adjustments – net of tax78 0.09 94 0.13 (221)(0.30)Foreign currency translation adjustments – net of tax36 0.04 (4)— 78 0.09 
Cash flow hedges – net of taxCash flow hedges – net of tax(79)(0.09)(22)(0.03)(1)Cash flow hedges – net of tax309 0.32 109 0.11 (79)(0.09)
OtherOtherOther(2)— (5)(0.01)— 
Other comprehensive income/(loss)0 0 73 0.10 (220)(0.30)
Other comprehensive incomeOther comprehensive income343 0.36 100 0.10   
Comprehensive incomeComprehensive income$5,835 6.51 %$4,354 6.03 %$2,094 2.94 %Comprehensive income$6,780 6.99 %$8,542 8.87 %$5,835 6.51 %
See accompanying notes to consolidated financial statements.
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Lowe’s Companies, Inc.
Consolidated Balance Sheets
(In millions, except par value)
January 29, 2021January 31, 2020February 3, 2023January 28, 2022
AssetsAssetsAssets
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$4,690 $716 Cash and cash equivalents$1,348 $1,133 
Short-term investmentsShort-term investments506 160 Short-term investments384 271 
Merchandise inventory – netMerchandise inventory – net16,193 13,179 Merchandise inventory – net18,532 17,605 
Other current assetsOther current assets937 1,263 Other current assets1,178 1,051 
Total current assetsTotal current assets22,326 15,318 Total current assets21,442 20,060 
Property, less accumulated depreciationProperty, less accumulated depreciation19,155 18,769 Property, less accumulated depreciation17,567 19,071 
Operating lease right-of-use assetsOperating lease right-of-use assets3,832 3,891 Operating lease right-of-use assets3,518 4,108 
Long-term investmentsLong-term investments200 372 Long-term investments121 199 
Deferred income taxes – netDeferred income taxes – net340 216 Deferred income taxes – net250 164 
Other assetsOther assets882 905 Other assets810 1,038 
Total assetsTotal assets$46,735 $39,471 Total assets$43,708 $44,640 
Liabilities and shareholders’ equity
Liabilities and shareholders’ deficitLiabilities and shareholders’ deficit
Current liabilities:Current liabilities:Current liabilities:
Short-term borrowingsShort-term borrowings$$1,941 Short-term borrowings$499 $— 
Current maturities of long-term debtCurrent maturities of long-term debt1,112 597 Current maturities of long-term debt585 868 
Current operating lease liabilitiesCurrent operating lease liabilities541 501 Current operating lease liabilities522 636 
Accounts payableAccounts payable10,884 7,659 Accounts payable10,524 11,354 
Accrued compensation and employee benefitsAccrued compensation and employee benefits1,350 684 Accrued compensation and employee benefits1,109 1,561 
Deferred revenueDeferred revenue1,608 1,219 Deferred revenue1,603 1,914 
Income taxes payableIncome taxes payable1,181 128 
Other current liabilitiesOther current liabilities3,235 2,581 Other current liabilities3,488 3,207 
Total current liabilitiesTotal current liabilities18,730 15,182 Total current liabilities19,511 19,668 
Long-term debt, excluding current maturitiesLong-term debt, excluding current maturities20,668 16,768 Long-term debt, excluding current maturities32,876 23,859 
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities3,890 3,943 Noncurrent operating lease liabilities3,512 4,021 
Deferred revenue – extended protection plans1,019 894 
Deferred revenue – Lowe’s protection plansDeferred revenue – Lowe’s protection plans1,201 1,127 
Other liabilitiesOther liabilities991 712 Other liabilities862 781 
Total liabilitiesTotal liabilities45,298 37,499 Total liabilities57,962 49,456 
Commitments and contingenciesCommitments and contingencies00Commitments and contingencies
Shareholders’ equity:
Preferred stock – $5 par value: Authorized – 5.0 million shares; Issued and outstanding – NaN
Common stock – $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 731 million and 763 million, respectively366 381 
Capital in excess of par value90 
Retained earnings1,117 1,727 
Accumulated other comprehensive loss(136)(136)
Total shareholders’ equity1,437 1,972 
Total liabilities and shareholders’ equity$46,735 $39,471 
Shareholders’ deficit:Shareholders’ deficit:
Preferred stock – $5 par value: Authorized – 5.0 million shares; Issued and outstanding – nonePreferred 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 – 601 million and 670 million, respectivelyCommon stock – $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 601 million and 670 million, respectively301 335 
Accumulated deficitAccumulated deficit(14,862)(5,115)
Accumulated other comprehensive income/(loss)Accumulated other comprehensive income/(loss)307 (36)
Total shareholders’ deficitTotal shareholders’ deficit(14,254)(4,816)
Total liabilities and shareholders’ deficitTotal liabilities and shareholders’ deficit$43,708 $44,640 
See accompanying notes to consolidated financial statements.
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Lowe’s Companies, Inc.
Consolidated Statements of Shareholders’ (Deficit)/Equity
(In millions, except per share data)
Common StockCapital in Excess
of Par Value
Retained EarningsAccumulated Other Comprehensive
Income/(Loss)
Total Shareholders’
Equity
Common StockCapital in Excess
of Par Value
Retained Earnings/(Accumulated Deficit)Accumulated Other Comprehensive
Income/(Loss)
Total
SharesAmountSharesAmount
Balance February 2, 2018830 $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 plans113 — — 115 
Balance February 1, 2019801 $401 $0 $3,452 $(209)$3,644 
Cumulative effect of accounting change— — — (263)— (263)
Net earnings— — — 4,281 — 4,281 
Other comprehensive income— — — — 73 73 
Cash dividends declared, $2.13 per share— — — (1,653)— (1,653)
Share-based payment expense— — 98 — — 98 
Repurchases of common stock(41)(21)(214)(4,090)— (4,325)
Issuance of common stock under share-based payment plans116 — — 117 
Balance January 31, 2020Balance January 31, 2020763 $381 $0 $1,727 $(136)$1,972 Balance January 31, 2020763 $381 $ $1,727 $(136)$1,972 
Net earningsNet earnings— — — 5,835 — 5,835 Net earnings— — — 5,835 — 5,835 
Cash dividends declared, $2.30 per shareCash dividends declared, $2.30 per share— — — (1,724)— (1,724)Cash dividends declared, $2.30 per share— — — (1,724)— (1,724)
Share-based payment expenseShare-based payment expense— — 155 — — 155 Share-based payment expense— — 155 — — 155 
Repurchases of common stockRepurchases 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 plansIssuance of common stock under share-based payment plans149 — — 150 Issuance of common stock under share-based payment plans149 — — 150 
Balance January 29, 2021Balance January 29, 2021731 $366 $90 $1,117 $(136)$1,437 Balance January 29, 2021731 $366 $90 $1,117 $(136)$1,437 
Net earningsNet earnings— — — 8,442 — 8,442 
Other comprehensive incomeOther comprehensive income— — — — 100 100 
Cash dividends declared, $3.00 per shareCash dividends declared, $3.00 per share— — — (2,081)— (2,081)
Share-based payment expenseShare-based payment expense— — 228 — — 228 
Repurchases of common stockRepurchases of common stock(63)(32)(449)(12,593)— (13,074)
Issuance of common stock under share-based payment plansIssuance of common stock under share-based payment plans131 — — 132 
Balance January 28, 2022Balance January 28, 2022670 $335 $ $(5,115)$(36)$(4,816)
Net earningsNet earnings— — — 6,437 — 6,437 
Other comprehensive incomeOther comprehensive income— — — — 343 343 
Cash dividends declared, $3.95 per shareCash dividends declared, $3.95 per share— — — (2,466)— (2,466)
Share-based payment expenseShare-based payment expense— — 225 — — 225 
Repurchases of common stockRepurchases of common stock(71)(35)(375)(13,718)— (14,128)
Issuance of common stock under share-based payment plansIssuance of common stock under share-based payment plans150 — — 151 
Balance February 3, 2023Balance February 3, 2023601 $301 $ $(14,862)$307 $(14,254)
See accompanying notes to consolidated financial statements.



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Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows
(In millions)
Fiscal Years Ended
January 29, 2021January 31, 2020February 1, 2019
Cash flows from operating activities:
Net earnings$5,835 $4,281 $2,314 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,594 1,410 1,607 
Noncash lease expense479 468 
Deferred income taxes(108)177 (151)
Loss on property and other assets – net139 117 630 
Impairment of goodwill952 
Loss on extinguishment of debt1,060 
Share-based payment expense155 98 74 
Changes in operating assets and liabilities:
Merchandise inventory – net(2,967)(600)(1,289)
Other operating assets326 (364)(101)
Accounts payable3,211 (637)1,720 
Deferred revenue512 (15)23 
Other operating liabilities813 (639)414 
Net cash provided by operating activities11,049 4,296 6,193 
Cash flows from investing activities:
Purchases of investments(3,094)(743)(1,373)
Proceeds from sale/maturity of investments2,926 695 1,393 
Capital expenditures(1,791)(1,484)(1,174)
Proceeds from sale of property and other long-term assets90 163 76 
Other – net(25)(2)
Net cash used in investing activities(1,894)(1,369)(1,080)
Cash flows from financing activities:
Net change in commercial paper(941)220 (415)
Net proceeds from issuance of debt7,929 3,972 
Repayment of debt(5,618)(1,113)(326)
Proceeds from issuance of common stock under share-based payment plans152 118 114 
Cash dividend payments(1,704)(1,618)(1,455)
Repurchases of common stock(4,971)(4,313)(3,037)
Other – net(38)(1)(5)
Net cash used in financing activities(5,191)(2,735)(5,124)
Effect of exchange rate changes on cash10 1 (12)
Net increase/(decrease) in cash and cash equivalents, including cash classified within current assets held for sale3,974 193 (23)
Less: Net decrease/(increase) in cash classified within current assets held for sale12 (54)
Net increase/(decrease) in cash and cash equivalents3,974 205 (77)
Cash and cash equivalents, beginning of year716 511 588 
Cash and cash equivalents, end of year$4,690 $716 $511 
Fiscal Years Ended
February 3, 2023January 28, 2022January 29, 2021
Cash flows from operating activities:
Net earnings$6,437 $8,442 $5,835 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,981 1,882 1,594 
Noncash lease expense530 517��479 
Deferred income taxes(239)135 (108)
Asset impairment and loss on property - net2,118 34 139 
Loss on sale of business421 — — 
Loss on extinguishment of debt— — 1,060 
Share-based payment expense223 230 155 
Changes in operating assets and liabilities:
Merchandise inventory – net(2,594)(1,413)(2,967)
Other operating assets56 (23)326 
Accounts payable(549)466 3,211 
Deferred revenue(183)413 512 
Other operating liabilities388 (570)813 
Net cash provided by operating activities8,589 10,113 11,049 
Cash flows from investing activities:
Purchases of investments(1,189)(3,065)(3,094)
Proceeds from sale/maturity of investments1,174 3,293 2,926 
Capital expenditures(1,829)(1,853)(1,791)
Proceeds from sale of property and other long-term assets45 113 90 
Proceeds from sale of business491 — — 
Other – net(1)(134)(25)
Net cash used in investing activities(1,309)(1,646)(1,894)
Cash flows from financing activities:
Net change in commercial paper499 — (941)
Net proceeds from issuance of debt9,667 4,972 7,929 
Repayment of debt(867)(2,118)(5,618)
Proceeds from issuance of common stock under share-based payment plans151 132 152 
Cash dividend payments(2,370)(1,984)(1,704)
Repurchases of common stock(14,124)(13,012)(4,971)
Other – net(5)(6)(38)
Net cash used in financing activities(7,049)(12,016)(5,191)
Effect of exchange rate changes on cash(16)(8)10 
Net increase/(decrease) in cash and cash equivalents215 (3,557)3,974 
Cash and cash equivalents, beginning of year1,133 4,690 716 
Cash and cash equivalents, end of year$1,348 $1,133 $4,690 
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 3, 2023, JANUARY 28, 2022, AND JANUARY 29, 2021 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 1,9741,738 stores in the United States at February 3, 2023.  On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores in Canada, as well as serviced 210 dealer-owned stores. The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Canada at January 29, 2021.  Dick’s Lumber. See Note 7 for information on this divestiture.

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 theFiscal 2022 contained 53 weeks, and fiscal years presented2021 and 2020 each contained 52 weeks. All references herein for the years 2020, 2019,2022, 2021, and 20182020 represent the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, 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 governments 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, 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, the Company provided additional bonus payments to hourly associates, in addition to continued enhanced cleaning protocols and charitable contributions. These actions resulted in $1.2 billion of expense included in selling, general and administrative (SG&A) expense in the consolidated statements of earnings for the fiscal year ended 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, includes measures to assist companies in response to the COVID-19 pandemic. In accordance with the CARES Act, the Company has deferred the payment of qualifying employer payroll taxes which are 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 and included in cash flows from other operating liabilities in the consolidated statement of cash flows.

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’ equitydeficit in accumulated other comprehensive loss.income/(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
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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, certificates of deposit, 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.

income/(loss). The proceeds from sales of available-for-sale debt securities were $10 million, $308 million, and $42 million $121 million,for 2022, 2021, 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.

Also included in long-term investments is performance-based contingent consideration associated with the sale of the Canadian retail business. The Company accounts for the contingent consideration under the fair value option under Accounting Standards Codification (ASC) 825, Financial Instruments, which requires the contingent consideration to be recorded at its initial fair value upon recognition and as of each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized as non-cash changes in fair value included within SG&A expense in the consolidated statements of earnings.

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. InvestmentsAvailable-for-sale debt securities classified as long-term at January 29, 2021,February 3, 2023, will mature in one to fourtwo 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 $506$384 million at January 29, 2021,February 3, 2023, and $160$271 million at
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January 31, 2020.28, 2022.  Restricted balances included in long-term investments were $200$100 million at February 3, 2023, and $199 million at January 29, 2021, and $372 million at January 31, 2020.28, 2022.

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%1% and 6%7% of the consolidated inventory balances as of January 29, 2021February 3, 2023, and January 31, 2020,28, 2022, respectively, 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.

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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, 2021February 3, 2023, and January 31, 2020.28, 2022. 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 is recognizedamortized to interest expense over the term of the respective debt.

The Company held fixed-to-floating interest rate swap agreements as fair value hedges on certain debt as of February 3, 2023, and 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 earnings whenfair value of the underlyingderivative instruments offsets the change in fair value on the hedged transaction impactsdebt, and there is no net impact in the consolidated statements of earnings.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
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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 $5.2 billion in 2022, $4.3 billion in 2021, and $3.3 billion in 2020, $3.2 billion in 2019, and $3.1 billion in 2018.2020.  The Company recognized losses of $76 million in 2022, $50 million in 2021, and $54 million in 2020 $41 million in 2019, and $41 million in 2018 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.  For operating locations identified for sale or closure, a market approach is used to determine the fair value of the asset group. The carrying value of aan operating location’s asset group includes inventory, property, operating and finance lease right-of-use assets, and operating liabilities, including inventoryaccounts payables, salaries payableaccrued compensation, 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.

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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
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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 onusing discounted future cash flows, and a market approach, based onusing 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 2020,2022, goodwill was allocated to the U.S. Home Improvement reporting unit. In fiscal 2022, we completed our annual qualitative assessment of the recoverability of goodwill for the U.S. Home Improvement reporting unit and concluded that the fair value of the reporting unit significantly exceeded its carrying value.

The changes in the carrying amount of goodwill for 2020, 2019,2022, 2021, and 20182020 were as follows:
Years Ended
(In millions)January 29, 2021January 31, 2020February 1, 2019
Goodwill, balance at beginning of year$303 $303 $1,307 
Acquisitions
Impairment(952)
Other adjustments 1
(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.
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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)February 3, 2023January 28, 2022January 29, 2021
Goodwill, balance at beginning of year$311 $311 $303 
Acquisitions— — 
Goodwill, balance at end of year$311 $311 $311 

Gross carrying amounts and cumulative goodwill impairment losses are as follows:
January 29, 2021January 31, 2020February 3, 2023January 28, 2022
(In millions)(In millions)Gross Carrying AmountCumulative ImpairmentGross Carrying AmountCumulative Impairment(In millions)Gross Carrying AmountCumulative ImpairmentGross Carrying AmountCumulative Impairment
Goodwill$1,310 $(999)$1,302 $(999)
Goodwill1
Goodwill1
$311 $— $1,310 $(999)
1The reduction in the gross carrying amount and cumulative impairment of goodwill is as a result of the sale of the Canadian retail business in fiscal 2022.

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 4four to 6six 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.
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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 systemssupplier finance programs 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 rollforward of the Company’s outstanding payment obligations withthat suppliers financed to participating suppliers were $2.5 billion as of January 29, 2021, and $1.9 billion as of January 31, 2020, andfinancial institutions, which are included in accounts payable on the consolidated balance sheets, and participating suppliers financed $1.7 billion and $1.3 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 billion and $8.7 billion for each of the years ended January 29, 2021 and January 31, 2020, respectively.are as follows:
Years Ended
(In millions)February 3, 2023January 28, 2022January 29, 2021
Financed payment obligations outstanding at the beginning of the year$2,274 $1,710 $1,329 
Payment obligations financed during the year12,159 11,538 10,121 
Financed payment obligations paid during the year(12,176)(10,974)(9,740)
Financed payment obligations outstanding at the end of the year$2,257 $2,274 $1,710 

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Other Current Liabilities - Other current liabilities on the consolidated balance sheets consist of:
(In millions)(In millions)January 29, 2021January 31, 2020(In millions)February 3, 2023January 28, 2022
Accrued dividendsAccrued dividends$440 $420 Accrued dividends$633 $537 
Self-insurance liabilitiesSelf-insurance liabilities435 501 Self-insurance liabilities424 440 
Accrued interestAccrued interest441 275 
Sales return reserveSales return reserve234 245 
Sales tax liabilitiesSales tax liabilities256 153 Sales tax liabilities314 228 
Sales return reserve252 194 
Accrued interest250 221 
Income taxes payable168 15 
Accrued property taxesAccrued property taxes120 104 Accrued property taxes119 124 
OtherOther1,314 973 Other1,323 1,358 
TotalTotal$3,235 $2,581 Total$3,488 $3,207 

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, 2021February 3, 2023, and January 31, 2020, respectively.28, 2022.

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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, 2021February 3, 2023, and January 31, 2020, respectively.28, 2022.  

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.

Enactment of the Inflation Reduction Act

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (IRA) which, among other changes, created a new 15% corporate alternative minimum tax based on adjusted financial statement income, which is effective for the Company beginning February 4, 2023. The Company does not expect the corporate alternative minimum tax will have a significant impact on the Company’s consolidated financial statements.

Income Tax Relief

On October 5, 2022, the Internal Revenue Service announced that businesses in certain states, including North Carolina, affected by Hurricane Ian would receive tax relief by postponing certain tax-payment deadlines. Under this relief, the Company’s quarterly federal estimated income tax payments originally due by October 17, 2022 and January 17, 2023, can be deferred until February 15, 2023. As of February 3, 2023, the Company deferred $1.2 billion of federal income taxes payable, which is included in income taxes payable in the consolidated balance sheets.

Shareholders’ EquityDeficit - 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 retained earnings.accumulated deficit.

In August 2022, the IRA enacted a 1% excise tax on net share repurchases after December 31, 2022. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ (deficit)/equity.

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
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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
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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 and administrative costs to fulfill the contracts associated with 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 SalesSelling, 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 SG&A expense as incurred.  Advertising expenses were $869 million, $877 million, and $798 million $871 million,in 2022, 2021, 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’ equitydeficit 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,(losses), net of tax, classified in accumulated other comprehensive lossincome/(loss) were $37($5) million, $115($41) million, and $209($37) million at February 3, 2023, January 28, 2022, and January 29, 2021, January 31, 2020, and February 1, 2019, respectively. Net cash flow hedge losses,gains/(losses), net of tax, classified in accumulated other comprehensive lossincome/(loss) were $103$315 million, $24$6 million, and $1($103) million at February 3, 2023, January 28, 2022, and January 29, 2021, 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. As of February 3, 2023, long-lived assets outside of the U.S. were immaterial as a result of the sale of the Canadian retail business. Net sales outside of the U.S. were approximately 5.2% for the fiscal year ended February 3, 2023. 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.

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Reclassifications - CertainIncome taxes payable for the prior period amounts have beenyear was reclassified to conform towith current periodyear presentation including theas a separate disclosure of cash flow hedges – net of tax on the consolidated statements of comprehensive income, the inclusion of goodwill within other assetscaption 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.sheets.

Accounting Pronouncements Recently Adopted - Effective February 2, 2019,3, 2023, the Company early adopted all disclosure requirements of Accounting Standards Update (ASU) 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The ASU 2016-02, Leases (Topic 842),requires disclosure about an entity’s use of supplier finance programs, including the key terms of the program, amount of obligations outstanding at the end of the reporting period, and all related amendments, usinga rollforward of activity within the optional transition election to not restate comparative periodsprogram during the period. The ASU is effective for the impactCompany in fiscal 2023, except for the disclosure of adopting the standard and recognized the cumulative impact ofrollforward information, which is effective for fiscal 2024, with early 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.permitted.

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, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
ProductsProducts$86,046 $68,377 $67,197 Products$93,392 $92,415 $86,046 
ServicesServices1,949 2,112 2,539 Services2,178 2,304 1,949 
OtherOther1,602 1,659 1,573 Other1,489 1,531 1,602 
Net salesNet sales$89,597 $72,148 $71,309 Net sales$97,059 $96,250 $89,597 

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)ClassificationFebruary 3, 2023January 28, 2022
Anticipated sales returnsOther current liabilities$234 $245 
Right of return assetsOther current assets139 151 
Deferred revenue - retail and stored-value cards
Deferred revenuesrevenue for retail and stored-value cards are as follows:
(In millions)February 3, 2023January 28, 2022
Retail deferred revenue$933 $1,285 
Stored-value cards deferred revenue670 629 
Deferred revenue$1,603 $1,914 
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, and $685 million at January 31, 2020. The majority of revenue for goods and servicesLowe’s protection plans is recognized in the quarter following revenue deferral.as follows:
(In millions)February 3, 2023January 28, 2022
Deferred revenue - Lowe’s protection plans$1,201 $1,127 
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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 inLowe’s protection plan sales previously recorded as deferred revenue on the consolidated balance sheets. Amounts recognizedand claim expenses incurred are as breakage were insignificant for the years ended January 29, 2021, January 31, 2020, and February 1, 2019.follows:
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.

(In millions)Years Ended
February 3, 2023January 28, 2022January 29, 2021
Lowe’s protection plan deferred revenue recognized into sales$527 $488 $430 
Lowe’s protection plan claim expenses180 178 158 
Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division:
Years Ended
January 29, 2021January 31, 2020February 1, 2019
(In millions)Total Sales%Total Sales%Total Sales%
Home Décor ¹$31,577 35 %$26,238 36 %$25,338 35 %
Building Products ²28,175 32 22,435 31 22,626 32 
Hardlines ³27,802 31 21,382 30 20,545 29 
Other2,043 2,093 2,800 
Total$89,597 100 %$72,148 100 %$71,309 100 %
Years Ended
February 3, 2023January 28, 2022January 29, 2021
(In millions)Total Sales%Total Sales%Total Sales%
Home Décor ¹$36,221 37.3 %$35,712 37.1 %$33,152 37.0 %
Building Products ²31,048 32.0 29,621 30.8 26,541 29.6 
Hardlines ³27,190 28.0 28,412 29.5 27,931 31.2 
Other2,600 2.7 2,505 2.6 1,973 2.2 
Total$97,059 100.0 %$96,250 100.0 %$89,597 100.0 %
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 PaintPaint.
2    Building Products includes the following product categories: Building Materials, Electrical, Lighting, Lumber, Millwork, and Rough PlumbingPlumbing.
3    Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and ToolsTools.

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, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
United StatesUnited States$84,303 $67,147 $65,872 United States$92,010 $90,348 $84,303 
International5,294 5,001 5,437 
Canada 1
Canada 1
5,049 5,902 5,294 
Net SalesNet Sales$89,597 $72,148 $71,309 Net Sales$97,059 $96,250 $89,597 
1The Canadian retail business was sold on February 3, 2023.

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:

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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
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Fair Value Measurements at
(In millions)Measurement LevelJanuary 29, 2021January 31, 2020
Assets:
Short-term investments:
Available-for-sale debt securities:
U.S. Treasury securitiesLevel 1$223 $13 
Money market fundsLevel 1109 105 
Commercial PaperLevel 297 
Corporate debt securitiesLevel 247 23 
Agency securitiesLevel 230 19 
Total short-term investments$506 $160 
Long-term investments:
Available-for-sale debt securities:
U.S. Treasury securitiesLevel 1$129 $280 
Corporate debt securitiesLevel 258 62 
Agency securitiesLevel 230 
Municipal obligationsLevel 213 
Total long-term investments$200 $372 
Other assets:
Derivative instruments
Forward interest rate swapsLevel 2$$
Total other assets$4 $0 
Liabilities:
Other current liabilities:
Derivative instruments
Forward interest rate swapsLevel 2$$11 
Total other current liabilities$8 $11 
Fair Value Measurements at
(In millions)ClassificationMeasurement LevelFebruary 3, 2023January 28, 2022
Available-for-sale debt securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$157 $75 
Corporate debt securitiesShort-term investmentsLevel 278 
Commercial PaperShort-term investmentsLevel 252 30 
Money market fundsShort-term investmentsLevel 143 120 
Certificates of depositShort-term investmentsLevel 140 14 
Foreign government debt securitiesShort-term investmentsLevel 214 14 
Municipal obligationsShort-term investmentsLevel 2— 10 
U.S. Treasury securitiesLong-term investmentsLevel 186 132 
Corporate debt securitiesLong-term investmentsLevel 212 50 
Municipal obligationsLong-term investmentsLevel 2
Foreign government debt securitiesLong-term investmentsLevel 2— 14 
Derivative instruments:
Forward interest rate swapsOther current assetsLevel 2$251 $66 
Forward interest rate swapsOther assetsLevel 2— 48 
Fixed-to-floating interest rate swapsOther liabilitiesLevel 288 21 
Other financial instruments:
Contingent considerationLong-term investmentsLevel 3$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, investmentsfinancial assets were classified within Level 1 of the fair value hierarchy.  When quoted prices in active markets were not available, fair values for financial assets and liabilities classified within Level 2 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. The fair value for contingent consideration classified within Level 3 was determined based on an income approach using an option pricing model, calculated using the significant unobservable inputs such as total equity value, volatility, and expected term.

The rollforward of the fair value of the performance-based contingent consideration associated with the sale of the Canadian retail business and classified as Level 3 for the fiscal year ended February 3, 2023, is as follows:
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(In millions)February 3, 2023
Beginning balance$
Recognition of contingent consideration at initial fair value21 
Ending balance$21

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

For the fiscal yearsyear ended February 3, 2023, the Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were certain long-lived assets as further described below.

The Company reviews the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. When evaluating long-lived assets for impairment, the asset group is generally 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. The Company evaluates long-lived assets for triggering events on a quarterly basis to determine when assets may not be recoverable. An impairment loss is recognized when the carrying amount of the asset (disposal) group is not recoverable and exceeds its fair value. The Company estimates the fair values of assets subject to long-lived asset impairment based on the Company’s own judgments about the assumptions that
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market participants would use in pricing the assets and on observable market data, when available. The Company classifies these fair value measurements as Level 3.

During the third quarter of fiscal 2022, the Company determined it was more likely than not that the assets within the Canadian retail business would be sold or otherwise disposed of significantly before the end of their previously estimated useful lives, and these assets were evaluated for recoverability. Based on the proposed transaction, the Company reconsidered the appropriate asset grouping of long-lived assets attributable to the Company’s Canadian locations given the change in the Company’s expectations regarding use and disposition of its associated assets. The Company determined the total Canadian retail business (Canada asset group) to be the appropriate asset group for which the long-lived assets should be evaluated, as this represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The carrying value of the Canada asset group included substantially all assets and liabilities of the Canadian retail business, including accounts receivable, inventory, property, operating and finance lease right-of-use assets, definite-lived intangible assets, operating liabilities including accounts payable and accrued compensation, and operating and finance lease liabilities. A market approach of orderly transaction under current market conditions was used in determining the estimated fair value of the Canada asset group, which was based on the proposed transaction price, inclusive of performance-based contingent consideration. The estimated fair value of the Canada asset group was determined to be $421 million. As a result, the Company recorded $2.1 billion of long-lived asset impairment within SG&A expense in the consolidated statements of earnings, which reflected the full carrying value of the long-lived assets of the Canada asset group as of October 28, 2022. As of February 3, 2023, the Company finalized the sale of the Canadian retail business. Refer to Note 7 for details of the divestiture.

The following table presents the Company’s impairment losses resulting from non-financial assets measured at estimated fair value on a nonrecurring basis included in earnings for the fiscal year ended February 3, 2023:

(In millions)February 3, 2023
Canada asset group:
Property, less accumulated depreciation$1,258 
Operating lease right-of-use assets621 
Other assets182 
Other36 
Total$2,097

For the fiscal year ended January 29, 2021 and January 31, 2020,28, 2022, 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, short-term borrowings, 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, 2021January 31, 2020February 3, 2023January 28, 2022
(In millions)(In millions)Carrying AmountFair ValueCarrying AmountFair Value(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)Unsecured notes (Level 1)$21,121 $24,349 $16,648 $18,808 Unsecured notes (Level 1)$32,897 $30,190 $24,056 $25,425 
Mortgage notes (Level 2)Mortgage notes (Level 2)Mortgage notes (Level 2)
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)$32,899 $30,192 $24,061 $25,430 
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NOTE 4: Property and Accumulated Depreciation
Property is summarized by major class in the following table:
(In millions)Estimated Depreciable Lives, In YearsJanuary 29, 2021
January 31, 2020 1
Cost:
LandN/A$7,315 $7,321 
Buildings and building improvements5-4018,090 17,875 
Equipment2-1510,466 10,377 
Construction in progressN/A831 506 
Total cost36,702 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 YearsFebruary 3, 2023January 28, 2022
Cost:
LandN/A$6,793 $7,278 
Buildings and building improvements5-4017,784 18,433 
Equipment2-159,541 10,533 
Construction in progressN/A793 715 
Total cost34,911 36,959 
Accumulated depreciation(17,344)(17,888)
Property, less accumulated depreciation$17,567 $19,071 

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 $1.9 billion in 2022, $1.8 billion in 2021, and $1.5 billion in 20202020.

NOTE 5: Goodwill and $1.4 billionIntangible Assets

The carrying amount of goodwill as well as the gross carrying amount and accumulated amortization of intangible assets consist of the following:
February 3, 2023January 28, 2022
(In millions)Gross
Carrying Amount
Accumulated
Amortization
Gross
Carrying Amount
Accumulated
Amortization
Goodwill$311 $ $311 $ 
Definite-lived intangible assets:
Customer-related 1
$238 $(71)$344 $(88)
Trademarks and trade names 1
20 (18)263 (131)
Other(1)(1)
Total definite-lived intangible assets$259 $(90)$608 $(220)
Indefinite-lived intangible assets:
Trademark$134 $— $134 $— 
Total intangible assets$393 $(90)$742 $(220)
1 Certain definite-lived intangible assets as of January 28, 2022, are denominated in 2019a foreign currency and $1.6 billion in 2018.subject to translation.

Amortization expense for intangible assets is as follows:
Years Ended
(In millions)February 3, 2023January 28, 2022January 29, 2021
Amortization expense$28 $32 $59 

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Amortization expense expected to be recognized in future periods for intangible assets is as follows:

(In millions)Amortization Expense
Fiscal 2023$15 
Fiscal 202413 
Fiscal 202513 
Fiscal 202612 
Fiscal 202711 
Thereafter105 
Total$169

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)
ClassificationJanuary 29, 2021January 31, 2020
Leases
(In millions)
ClassificationFebruary 3, 2023January 28, 2022
AssetsAssetsAssets
Operating lease assetsOperating lease assetsOperating lease right-of-use assets$3,832 $3,891 Operating lease assetsOperating lease right-of-use assets$3,518 $4,108 
Finance lease assetsFinance lease assets
Property, less accumulated depreciation 1
539 555 Finance lease assets
Property, less accumulated depreciation 1
462 548 
Total lease assetsTotal lease assets4,371 4,446 Total lease assets3,980 4,656 
LiabilitiesLiabilitiesLiabilities
CurrentCurrentCurrent
OperatingOperatingCurrent operating lease liabilities541 501 OperatingCurrent operating lease liabilities522 636 
FinanceFinanceCurrent maturities of long-term debt86 72 FinanceCurrent maturities of long-term debt86 103 
NoncurrentNoncurrentNoncurrent
OperatingOperatingNoncurrent operating lease liabilities3,890 3,943 OperatingNoncurrent operating lease liabilities3,512 4,021 
FinanceFinanceLong-term debt, excluding current maturities564 612 FinanceLong-term debt, excluding current maturities477 563 
Total lease liabilitiesTotal lease liabilities$5,081 $5,128 Total lease liabilities$4,597 $5,323 
1Finance lease assets are recorded net of accumulated amortization of $122$244 million as of February 3, 2023, and $206 million as of January 29, 2021, and $42 million as of January 31, 2020.28, 2022.

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, 2021January 31, 2020February 3, 2023January 28, 2022January 29, 2021
Finance lease costFinance lease costFinance lease cost
Amortization of leased assetsAmortization of leased assets$82 $45 Amortization of leased assets$90 $89 $82 
Interest on lease liabilitiesInterest on lease liabilities32 30 Interest on lease liabilities29 30 32 
Operating lease cost 1
Operating lease cost 1
659 674 
Operating lease cost 1
734 699 659 
Variable lease costVariable lease cost244 224 Variable lease cost329 268 244 
Total lease costTotal lease cost$1,017 $973 Total lease cost$1,182 $1,086 $1,017 
1Includes short-term leases and sublease income, which are immaterial.




















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The future minimum rental payments required under operating and finance lease obligations as of January 29, 2021,February 3, 2023, 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 
2022749 118 867 
2023664 113 777 
2024565 104 669 
2025557 91 648 
After 20252,300 257 2,557 
Total lease payments5,519 796 6,315 
Less: interest 3
(1,088)(146)(1,234)
Present value of lease liabilities 4
$4,431 $650 $5,081 
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Maturity of lease liabilities
(In millions)
Operating Leases 1
Finance
Leases 2
Total
2023$665 $113 $778 
2024606 99 705 
2025635 95 730 
2026565 80 645 
2027488 49 537 
After 20272,050 257 2,307 
Total lease payments5,009 693 5,702 
Less: Interest 3
(975)(130)(1,105)
Present value of lease liabilities$4,034 $563 $4,597 
1Operating lease payments include $295$261 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $669$602 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$20 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 million for operating leases and $86 million for finance leases.

Lease Term and Discount RateLease Term and Discount RateJanuary 29, 2021January 31, 2020Lease Term and Discount RateFebruary 3, 2023January 28, 2022
Weighted-average remaining lease term (years)Weighted-average remaining lease term (years)Weighted-average remaining lease term (years)
Operating leasesOperating leases9.6110.25Operating leases9.439.53
Finance leasesFinance leases7.889.06Finance leases8.968.49
Weighted-average discount rateWeighted-average discount rateWeighted-average discount rate
Operating leasesOperating leases3.88 %4.10 %Operating leases3.78 %3.59 %
Finance leasesFinance leases5.34 %5.64 %Finance leases4.92 %4.91 %

Other InformationOther InformationYears EndedOther InformationYears Ended
(In millions)(In millions)January 29, 2021January 31, 2020(In millions)February 3, 2023January 28, 2022January 29, 2021
Cash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leasesOperating cash flows used for operating leases$643 $825 Operating cash flows used for operating leases$788 $708 $643 
Operating cash flows used for finance leasesOperating cash flows used for finance leases32 30 Operating cash flows used for finance leases29 30 32 
Financing cash flows used for finance leasesFinancing cash flows used for finance leases104 57 Financing cash flows used for finance leases90 92 104 
Leased assets obtained in exchange for new finance lease liabilitiesLeased assets obtained in exchange for new finance lease liabilities69 329 Leased assets obtained in exchange for new finance lease liabilities51 110 69 
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
729 815 465 
1Excludes $669$602 million of leases signed but not yet commenced as of January 29, 2021.February 3, 2023.

NOTE 6: Exit Activities7: Divestiture of the Canadian Retail Business

On February 3, 2023, the Company sold its Canadian retail business to Sycamore Partners for $491 million in cash, and performance-based contingent consideration with a fair value of $21 million, which is recognized as a financial asset in long-term investments on the consolidated balance sheet. The Canadian retail business operated or serviced the corporate and independent dealer-owned stores in a number of complementary formats under different banners, which include RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber. The decision to sell the business was made as part of the Company’s strategy to simplify its business model and focus on the U.S. home improvement business.

During the fiscal years 2020, 2019, and 2018,year ended February 3, 2023, the Company has incurredrecorded $2.5 billion of pre-tax costs associated with an ongoing strategic reassessmentthe sale, inclusive 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,loss on sale, and lease obligationstransaction costs, which are all included inwithin SG&A expense in the consolidated statements of earnings. Expenses associated with accelerated depreciation areThe cumulative foreign currency translation adjustment previously included in depreciationaccumulated other comprehensive income/(loss) was reclassified to earnings and amortization expenseis included in the consolidated statements of earnings. Inventory adjustments to net realizable value are included in cost of sales in the consolidated statements of earnings.

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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.loss on sale. A summary of the significant charges associated with the restructuringsale of the Canadian operations, areretail business is as follows:
Years EndedCumulative
(In millions)January 29, 2021January 31, 2020Amount
Long-lived asset impairment$$53 $53 
Severance costs15 17 32 
Accelerated depreciation and amortization23 24 
Other closing costs19 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.  

The following table summarizes store closing lease obligations activity during the twelve months ended January 29, 2021 and January 31, 2020:
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Year Ended
(In millions)Lease obligationsFebruary 3, 2023
Accrual for exit activities, balance at February 1, 2019Long-lived asset impairment$3612,061 
ASU 2016-02 adoption impact 2
(168)
Cash paymentsLoss on sale(43)421 
Adjustments 1
(62)
Accrual for exit activities, balance at January 31, 2020Transaction costs19 
Total$882,501 
Cash payments(18)
Adjustments 1
(1)
Accrual for exit activities, balance at January 29, 2021$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,January 2023, the Company entered into a $1.02amended its $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, which has a maturity date of December 2026 and an aggregate availability of $2.0 billion. Under the amendment, borrowings under the Third Amended and Restated Credit Agreement will bear interest calculated according to a Base Rate or a Term Secured Overnight Financing Rate (SOFR), plus an applicable margin.

Also in January 2023, 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 withbanks, which has a maturity date of December 2026 and an aggregate availability of $2.0 billion. Under the 2020 Credit Agreement, 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 of March 23, 2020. Borrowingsamendment, borrowings under the 2020 Credit Agreement will bear interest calculated according to a Base Rate or a Eurocurrency Rate,Term SOFR, plus an applicable margin. The 2020 Credit Agreement
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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.February 3, 2023.
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. Outstanding borrowings under the Company’s commercial paper program were $499 million, with a weighted average interest rate of 4.78%, as of February 3, 2023. There were 0no borrowings under the Third Amended and Restated Credit Agreement or the 2020 Credit Agreement as of February 3, 2023. There were no outstanding borrowings under the Company’s commercial paper program, the SecondThird 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, 2020.28, 2022. Total combined availability under the 2020 Credit Agreement and Second Amended and Restated Credit AgreementAgreements was $3.0$3.5 billion as of January 29, 2021.February 3, 2023.
Other Short-Term Borrowings
In January 2020, the Company entered into a $1.0 billion unsecured 364-day term loan facility (the Term Loan), which was scheduled to mature in December 2020, but was repaid early in September 2020. Outstanding borrowings under the Term Loan were $1.0 billion, with a weighted average interest rate
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NOTE 8: Long-Term Debt
Debt Category
(In millions)
Weighted-Average Interest Rate at January 29, 2021January 29, 2021January 31, 2020
Secured debt:
Mortgage notes due through fiscal 2027 1
5.03 %$$
Unsecured debt:
Notes due through fiscal 20253.59 %4,225 3,976 
Notes due fiscal 2026-20303.19 %8,478 5,004 
Notes due fiscal 2031-20355.50 %341 340 
Notes due fiscal 2036-20405.74 %1,052 785 
Notes due fiscal 2041-20454.61 %1,461 2,256 
Notes due fiscal 2046-20503.78 %5,564 4,287 
Finance or capitalized lease obligations due through fiscal 2037654 712 
Total long-term debt21,780 17,365 
Less current maturities(1,112)(597)
Long-term debt, excluding current maturities$20,668 $16,768 
Debt Category
(In millions, except percentage data)
Weighted-Average Interest Rate at February 3, 2023February 3, 2023January 28, 2022
Secured debt:
Mortgage notes due through fiscal 2027 1
6.24 %$$
Unsecured debt:
Notes due through fiscal 20273.44 %7,056 6,139 
Notes due fiscal 2028-20323.09 %9,511 8,013 
Notes due fiscal 2033-20375.38 %2,097 857 
Notes due fiscal 2038-20423.97 %2,130 2,129 
Notes due fiscal 2043-20474.03 %3,669 3,667 
Notes due fiscal 2048-20523.83 %4,736 3,251 
Notes due fiscal 2053-20575.63 %1,479 — 
Notes due fiscal 2058-20625.05 %2,219 — 
Finance lease obligations due through fiscal 2042562 666 
Total long-term debt33,461 24,727 
Less: current maturities(585)(868)
Long-term debt, excluding current maturities$32,876 $23,859 
1    Real properties with an aggregate book value of $16$12 million as of January 29, 2021,February 3, 2023, 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 2023$500 
Fiscal 2024450 
Fiscal 20252,500 
Fiscal 20261,350 
Fiscal 20272,368 
Thereafter26,102 
Total$33,270

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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.February 3, 2023.

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During 2020,2022, the Company issued $8.0$9.8 billion of unsecured fixed rate notes (collectively, the 2022 Notes) as follows:
Issue DatePrincipal Amount
(in millions)
Maturity DateInterest RateDiscount
(in millions)
March 2020$750 April 20254.000%$
March 2020$1,250 April 20304.500%$12 
March 2020$750 April 20405.000%$10 
March 2020$1,250 April 20505.125%$13 
October 2020$1,000 April 20281.300%$
October 2020$1,250 October 20301.700%$10 
October 2020$1,750 October 20503.000%$17 
Issue DatePrincipal Amount
(in millions)
Maturity DateInterest RateDiscount
(in millions)
March 2022$750 April 20273.350%$
March 2022$1,500 April 20323.750%$
March 2022$1,500 April 20524.250%$14 
March 2022$1,250 April 20624.450%$12 
September 2022$1,000 September 20254.400%$
September 2022$1,250 April 20335.000%$
September 2022$1,500 April 20535.625%$18 
September 2022$1,000 September 20625.800%$16 

Interest on the March 2020September 2022 Notes and October 2020March 2022 Notes (collectively, the 2020 Notes)with April maturity dates is payable semiannually in arrears in April and October of each year until maturity. Interest on the September 2022 Notes with September maturity dates is payable semiannually in arrears in March and September of each year until maturity.

During 2019,2021, the Company issued $3.0$4.0 billion of unsecured fixed rate notes (collectively, the 2021 Notes) as follows:
Issue DatePrincipal Amount
(in millions)
Maturity DateInterest RateDiscount
(in millions)
April 2019$1,500 April 20293.650%$
April 2019$1,500 April 20494.550%$19 
Issue DatePrincipal Amount
(in millions)
Maturity DateInterest RateDiscount
(in millions)
March 2021$1,500 April 20312.625%$
March 2021$500 April 20513.500%$
September 2021$1,000 September 20281.700%$
September 2021$1,000 September 20412.800%$10 

Interest on the notes issuedSeptember 2021 Notes is payable semiannually in 2019 (the 2019 Notes)arrears in March and September of each year until maturity. Interest on the March 2021 Notes is payable semiannually in arrears in April and October of each year until maturity.

The indentures governing the 20202022 and 20192021 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.

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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)February 3, 2023January 28, 2022
Cash flow hedges:
Forward interest rate swap agreement notional amounts$1,290 $2,560 
Fair value hedges:
Fixed-to-floating interest rate swap agreement notional amounts$850 $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.

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the March 2022 Notes, the Company settled forward interest rate swap contracts with a combined notional amount of $1.5 billion and received a payment of $143 million. In connection with the issuance of the September 2022 Notes, the Company settled forward interest rate swap contracts with a combined notional amount of $1.3 billion and received a payment of $136 million. The impact ofgain/(loss) from forward interest rate swap derivatives, both matured and outstanding, designated as cash flow hedges recorded in other comprehensive income and earnings for 2020, 2019,2022, 2021, and 2018,2020, including its line item in the financial statements, is as follows:

Years Ended
(In millions)January 29, 2021January 31, 2020February 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 – net10 
Years Ended
(In millions)February 3, 2023January 28, 2022January 29, 2021
Other comprehensive income:
Cash flow hedges – net of tax (expense)/benefit of ($102) million, ($35) million, and $21 million, respectively$311 $103 $(76)
Net earnings:
Interest – net$$(11)$(10)

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’ EquityDeficit

Authorized shares of preferred stock were 5.0 million ($5 par value) at January 29, 2021February 3, 2023, and January 31, 2020, NaN28, 2022, none 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, 2021February 3, 2023, and January 31, 2020.28, 2022.

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, 2020,7, 2022, the Company announced that its Board of Directors authorized a $15.0 billion of share repurchaserepurchases under the program, in addition to the $10.0$13.0 billion of share repurchases authorized by the Board of Directors in December 2018,2021, with no expiration. As of January 29, 2021,February 3, 2023, the Company had $19.7$20.7 billion remaining under the program.

During the year ended January 29, 2021,February 3, 2023, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 24.227.2 million shares of the Company’s common stock for $3.5$5.3 billion. At inception, the Company paid the financial institutions using cash on hand and took initial delivery of shares. Under the
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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 retained earnings.accumulated deficit.  The forward stock purchase contracts were considered indexed to the Company’s own stock and were classified as equity instruments.

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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 DateASR Settlement DateASR Agreement Amount
Minimum Notional Amount1
Maximum Notional Amount1
Cash Payment Received at Settlement1
Initial Shares DeliveredAdditional Shares Delivered at SettlementTotal Shares Delivered
Q2 2018Q2 2018$550 $— $— $— 4.8 0.8 5.6 
Q3 2018Q3 2018310 — — — 2.5 0.3 2.8 
Q4 2018Q1 2019270 — — — 2.6 0.3 2.9 
Q1 2019Q1 2019350 350 500 150 2.9 0.3 3.2 
Q2 2019Q2 2019990 990 1,410 420 8.9 1.0 9.9 
Q3 2019Q3 2019397 350 500 103 2.8 0.8 3.6 
Q1 2020Q1 2020500 — — — 3.9 1.6 5.5 
Q4 2020Q4 20203,000 — — — 17.1 1.6 18.7 
Agreement Execution DateASR Settlement DateASR Agreement Amount
Minimum Notional Amount1
Maximum Notional Amount1
Cash Payment Received at Settlement1
Initial Shares DeliveredAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2020Q1 2020500 — — — 3.9 1.6 5.5 
Q4 2020Q4 20203,000 — — — 17.1 1.6 18.7 
Q1 2021Q1 20212,000 — — — 10.7 0.2 10.9 
Q2 2021Q2 20212,132 1,750 2,500 368 7.2 4.0 11.2 
Q3 2021Q3 20211,592 1,500 2,000 408 5.9 1.7 7.6 
Q4 2021Q4 20213,000 — — — 10.3 1.6 11.9 
Q1 2022Q1 2022750 — — — 2.8 0.6 3.4 
Q2 2022Q2 20221,750 — — — 7.5 2.1 9.6 
Q3 2022Q3 20222,250 — — — 8.3 3.3 11.6 
Q4 2022Q4 2022530 — — — 2.0 0.6 2.6 
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,February 3, 2023, the Company also repurchased shares of its common stock through the open market totaling 10.043.4 million shares for a cost of $1.4$8.7 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 2020, 2019,2022, 2021, and 20182020 were as follows:
Years Ended
January 29, 2021January 31, 2020February 1, 2019
(In millions)Shares
Cost 1
Shares
Cost 1
Shares
Cost 1
Share repurchase program34.2 $4,940 41.0 $4,288 31.2 $2,999 
Shares withheld from employees0.1 11 0.3 37 0.5 46 
Total share repurchases34.3 $4,951 41.3 $4,325 31.7 $3,045 
Years Ended
February 3, 2023January 28, 2022January 29, 2021
(In millions)SharesCostSharesCostSharesCost
Share repurchase program 1
70.6 $14,004 62.6 $12,990 34.2 $4,940 
Shares withheld from employees0.6 124 0.4 84 0.1 11 
Total share repurchases71.2 $14,128 63.0 $13,074 34.3 $4,951 
1 ReductionsAs of $4.7 billion, $4.1 billion, and $2.8 billion were recorded to retained earnings, after capitalJanuary 1, 2023, share repurchases in excess of par value was depleted, for 2020, 2019, and 2018, respectively.issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired.

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NOTE 11: Accounting for Share-Based Payments

Overview of Share-Based Payment Plans

The Company has a number ofan active and inactive equity incentive plansplan (the Incentive Plans)Plan) 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.  AllBoth 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,Plan, of which there were 27.726.0 million shares remaining available for grants under the currently active Incentive Plansas of February 3, 2023.

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
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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, andFebruary 3, 2023, there were 20.018.8 million shares remaining available for purchases.

The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $224 million, $230 million, and $155 million $98 million,in 2022, 2021, and $74 million in 2020, 2019, and 2018 respectively.  The total associated income tax benefit recognized, exclusive of excess tax benefits, was $36 million, $40 million, and $29 million $15 million,in 2022, 2021, and $15 million in 2020, 2019, and 2018, respectively.

Total unrecognized share-based payment expense for all share-based payment plans was $290$273 million at January 29, 2021,February 3, 2023, of which $159$160 million will be recognized in 2021, $1132023, $96 million in 2022,2024, and $19$17 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
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model and weighted-average grant date fair value for options granted in 2020, 2019,2022, 2021, and 20182020 are as follows:
Years Ended
January 29, 2021January 31, 2020February 1, 2019
Weighted-average assumptions used:
Expected volatility28.8 %23.0 %23.3 %
Dividend yield1.78 %1.73 %1.71 %
Risk-free interest rate0.47 %2.28 %2.71 %
Expected term, in years6.506.386.58
Weighted-average grant date fair value$18.82 $23.66 $21.12 
Years Ended
February 3, 2023January 28, 2022January 29, 2021
Weighted-average assumptions used:
Expected volatility30.7 %30.2 %28.8 %
Dividend yield1.66 %1.73 %1.78 %
Risk-free interest rate2.56 %1.25 %0.47 %
Expected term, in years6.516.496.50
Weighted-average grant date fair value$58.66 $49.47 $18.82 

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 $41 million, $46 million, and $60 million $44 million,in 2022, 2021, and $36 million in 2020, 2019, and 2018, respectively.

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Transactions related to stock options for the fiscal year ended January 29, 2021February 3, 2023, are summarized as follows:
Shares
(In thousands)
Weighted-Average Exercise Price Per ShareWeighted-Average Remaining Term (In years)Aggregate Intrinsic Value (In thousands)
Outstanding at January 31, 20202,343 $86.01 
Granted842 82.29 
Canceled, forfeited or expired(139)93.68 
Exercised(911)73.20 
Outstanding at January 29, 20212,135 $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, 2021819 $86.80 6.56$65,558 
Shares
(In thousands)
Weighted-Average Exercise Price Per ShareWeighted-Average Remaining Term (In years)Aggregate Intrinsic Value (In thousands)
Outstanding at January 28, 20222,011 $106.43 
Granted328 201.12 
Canceled, forfeited or expired(109)152.77 
Exercised(385)95.09 
Outstanding at February 3, 20231,845 $122.90 6.89$171,738 
Vested and expected to vest at February 3, 20231
1,807 $121.32 6.84$171,004 
Exercisable at February 3, 20231,184 $100.53 6.09$136,701 
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 ofratably over a three-year period from the date of grant. Beginning in fiscal 2019, certainCertain 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, or 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,$201.10, $109.04,192.26, and $86.99$83.83 in 2020, 2019,2022, 2021, and 2018,2020, respectively. The total fair value of restricted stock awards vesting each year was approximately $203 million, $200 million, and $31 million $64 million,in 2022, 2021, and $85 million in 2020, 2019, and 2018, respectively.

Transactions related to restricted stock awards for the fiscal year ended January 29, 2021February 3, 2023, are summarized as follows:
Shares
(In thousands)
Weighted-Average Grant-Date Fair Value Per Share
Nonvested at January 31, 20201,997 $97.81 
Granted1,599 83.83 
Vested(307)83.76 
Canceled or forfeited(317)93.38 
Nonvested at January 29, 20212,972 $92.30 
Shares
(In thousands)
Weighted-Average Grant-Date Fair Value Per Share
Nonvested at January 28, 20222,307 $117.04 
Granted726 201.10 
Vested(1,007)95.70 
Canceled or forfeited(234)154.37 
Nonvested at February 3, 20231,792 $158.20 

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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.grant and earn dividend equivalents.  For non-employee Directors, these awards vest on the earlier of the first anniversary of the grant date and the day immediately preceding the next Annual Meeting of Shareholders, subject to acceleration in certain circumstances, and are expensed on a straight-line basis over the requisite service period. Awards granted prior to 2022 vested immediately and arewere expensed on the grant date. During 2020, 2019,2022, 2021, and 2018,2020, each non-employee Director was awarded a number of deferred stock units determined by dividing the annual award amount, or a pro-rata allocation of this amount if appointed to the board after the annual grant date, 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 $200,000 for 2022, and $175,000 for 2020, 2019,2021 and 2018.2020.  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, 15,1002022, 11,800 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 $200.27, $194.83, and $130.35 $93.28,in 2022, 2021, and $95.832020, respectively. There were no deferred stock units vested in 2020, 2019, and 2018, respectively.2022. The total fair value of deferred stock units vested was $2 million $2 million,in 2021 and $2 million in 2020, 2019, and 2018, respectively.2020.  At January 29, 2021,February 3, 2023, there were 142 thousand118,600 deferred stock units outstanding, all of which are vested.either fully vested or will be vested within one year.

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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 20202022, 2021, and 20192020 are as follows:
Years Ended
January 29, 2021January 31, 2020
Weighted-average assumptions used:
Expected volatility38.5 %24.1 %
Dividend yield1.89 %1.89 %
Risk-free interest rate0.13 %2.28 %
Expected term, in years2.422.84
Years Ended
February 3, 2023January 28, 2022January 29, 2021
Weighted-average assumptions used:
Expected volatility37.1 %37.5 %38.5 %
Dividend yield1.58 %1.77 %1.89 %
Risk-free interest rate2.54 %0.35 %0.13 %
Expected term, in years2.842.842.42

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 $200.06, $208.74, and $203.85 $115.93,in 2022, 2021, and $82.22 in 2020, 2019, and 2018, respectively.  The total fair value of performance share units vesting was approximately $0 million, $19 million, and $13$74 million in 2020, 2019, and 2018, respectively.2022. There were no performance share units vesting in 2021 or 2020.

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Transactions related to performance share units classified as equity awards for the fiscal year ended January 29, 2021February 3, 2023 are summarized as follows:
Units
(In thousands)
1
Weighted-Average Grant-Date Fair Value Per Unit
Nonvested at January 31, 2020569 $97.86 
Granted348 203.85 
Vested
Canceled or forfeited(214)100.17 
Nonvested at January 29, 2021703 $149.61 
Units
(In thousands)
1
Weighted-Average Grant-Date Fair Value Per Unit
Nonvested at January 28, 2022646 $180.13 
Granted188 200.06 
Vested(183)115.90 
Canceled or forfeited(94)203.88 
Nonvested at February 3, 2023557 $203.93 
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,February 3, 2023, 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.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 ofratably over a three-year period from the date of grant. Beginning in fiscal 2019, certainCertain 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, or 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 $192.46, $184.40, and $75.59 $103.40,in 2022, 2021, and $80.32 in 2020, 2019, and 2018, respectively. The total fair value of restricted stock units vesting was approximately $73 million, $47 million, and $5 million $9 million,in 2022, 2021, and $7 million in 2020, 2019, and 2018, respectively.

Transactions related to restricted stock units for the fiscal year ended January 29, 2021February 3, 2023, are summarized as follows:
Shares
(In thousands)
Weighted-Average Grant-Date Fair Value Per Share
Nonvested at January 31, 2020506 $96.39 
Granted662 75.59 
Vested(41)75.16 
Canceled or forfeited(135)83.92 
Nonvested at January 29, 2021992 $84.84 
Shares
(In thousands)
Weighted-Average Grant-Date Fair Value Per Share
Nonvested at January 28, 2022894 $113.51 
Granted324 192.46 
Vested(362)86.19 
Canceled or forfeited(263)152.07 
Nonvested at February 3, 2023593 $156.24 

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 0.7 million and 0.6 million shares of common stock in 2022 and 2021, respectively, and recognized $20 million of share-based payment expense in 2022 and 2021. Under the Former ESPP, the Company issued 0.7 million shares of common stock in 2020, 0.8 million shares of common stock in 2019, and 0.9 million shares of common stock in 2018 and recognized $16 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.2020.

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
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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.
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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 $174 million, $177 million, and $175 million $175 million,in 2022, 2021, and $164 million in 2020, 2019, and 2018, respectively.

NOTE 13: Income Taxes

The following is a reconciliation of the federal statutory tax rate to the effective tax rate:
Years EndedYears Ended
January 29, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
Statutory federal income tax rateStatutory federal income tax rate21.0 %21.0 %21.0 %Statutory federal income tax rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefitState income taxes, net of federal tax benefit4.0 4.1 4.8 State income taxes, net of federal tax benefit4.8 4.0 4.0 
Loss on divestiture of Canadian retail businessLoss on divestiture of Canadian retail business(4.1)— — 
Expiration of capital loss carryforwardExpiration of capital loss carryforward2.5 — — 
Valuation allowanceValuation allowance1.3 Valuation allowance5.5 — — 
Goodwill impairment5.5 
Mexico impairment(1.4)1.5 
Other, netOther, net(0.4)(1.1)(1.0)Other, net(0.9)(0.3)(0.4)
Effective tax rateEffective tax rate24.6 %23.9 %31.8 %Effective tax rate28.8 %24.7 %24.6 %

The components of the income tax provisionprovision/(benefit) are as follows:
Years EndedYears Ended
(In millions)(In millions)January 29, 2021January 31, 2020February 1, 2019(In millions)February 3, 2023January 28, 2022January 29, 2021
Current:Current:Current:
FederalFederal$1,578 $935 $963 Federal$2,226 $2,069 $1,578 
StateState425 268 274 State561 557 425 
Total current 1
Total current 1
2,003 1,203 1,237 
Total current 1
2,787 2,626 2,003 
Deferred:Deferred:Deferred:
FederalFederal(73)121 (102)Federal(179)129 (73)
StateState(26)18 (55)State(9)11 (26)
Total deferred 1
Total deferred 1
(99)139 (157)
Total deferred 1
(188)140 (99)
Total income tax provisionTotal income tax provision$1,904 $1,342 $1,080 Total income tax provision$2,599 $2,766 $1,904 
1    Amounts applicable to foreign income taxes were insignificant for all periods presented.

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Table of Contents
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, 2021January 31, 2020(In millions)February 3, 2023January 28, 2022
Deferred tax assets:Deferred tax assets:Deferred tax assets:
Self-insuranceSelf-insurance$284 $260 Self-insurance$267 $287 
Share-based payment expenseShare-based payment expense48 30 Share-based payment expense64 53 
Operating lease liabilitiesOperating lease liabilities1,328 1,377 Operating lease liabilities1,126 1,386 
Capital loss carryforwardsCapital loss carryforwards225 225 Capital loss carryforwards722 225 
Net operating lossesNet operating losses274 273 Net operating losses409 251 
Other, netOther, net337 131 Other, net363 242 
Total deferred tax assetsTotal deferred tax assets2,496 2,296 Total deferred tax assets2,951 2,444 
Valuation allowanceValuation allowance(601)(561)Valuation allowance(1,136)(590)
Net deferred tax assetsNet deferred tax assets1,895 1,735 Net deferred tax assets1,815 1,854 
Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:
Operating lease assets(1,146)(1,198)
Operating lease right-of-use assetsOperating lease right-of-use assets(974)(1,378)
PropertyProperty(382)(293)Property(438)(267)
Other, netOther, net(27)(28)Other, net(153)(45)
Total deferred tax liabilitiesTotal deferred tax liabilities(1,555)(1,519)Total deferred tax liabilities(1,565)(1,690)
Net deferred tax asset$340 $216 
Net deferred tax assetsNet deferred tax assets$250 $164 

As of February 3, 2023, and January 29, 2021,28, 2022, the Company reportedhad Canadian net operating loss carryforwards of $1.6 billion and $939 million, respectively.  The increase in net operating loss carryforwards results primarily from the sale of the Canadian retail business. The net operating losses expire in 2024 through 2042.  As a result of the sale of the Canadian retail business, the Company generated a capital loss carryforward of $2.5 billion for Canadian tax purposes which does not expire. During 2022, a U.S. capital loss carryforward of $895 million expired unused, resulting in the elimination of the $225 million deferred tax asset of $225 million, forand a reduction in 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 againstin 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.same amount.

The Company operates Lowe’s Companies Canada, ULC as a branchA valuation allowance of $1.1 billion and has cumulatively incurred Canadian net operating losses of $769$590 million and $738 millionwas recorded as of January 29, 2021February 3, 2023, and January 31, 2020,28, 2022, respectively. The Company operates RONA inc. as a foreign corporation and has cumulatively incurred Canadian net operating losses of $261 million and $292 million as of January 29, 2021 and January 31, 2020, respectively. These net operating losses are subject to expiration in 2024 through 2040.  Deferred tax assets have been established for these foreign net operating lossesincrease in the accompanying consolidated balance sheets.  Given thevaluation allowance is primarily due to uncertainty regarding the realization of net operating and capital losses resulting from the foreign net deferred tax assets, the Company recorded cumulative valuation allowances of $357 million and $319 million as of January 29, 2021 and January 31, 2020, respectively. These valuation allowances are based on management’s assessmentsale of the available positive and negative evidence to estimateCanadian retail business, partially offset by 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 29, 2021 and January 31, 2020, respectively.The amountreversal of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence invaluation allowance related to the formexpiration of cumulative losses is no longer present and if estimates of future taxable income are increased.the U.S. capital loss.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
Years EndedYears Ended
(In millions)(In millions)January 29, 2021January 31, 2020February 1, 2019(In millions)February 3, 2023January 28, 2022January 29, 2021
Unrecognized tax benefits, beginning of yearUnrecognized tax benefits, beginning of year$$10 $Unrecognized tax benefits, beginning of year$38 $$
Additions for tax positions of prior yearsAdditions for tax positions of prior years10 Additions for tax positions of prior years— 38 — 
Reductions for tax positions of prior years(3)
SettlementsSettlements(2)(5)Settlements(1)(2)(2)
Unrecognized tax benefits, end of yearUnrecognized tax benefits, end of year$2 $4 $10 Unrecognized tax benefits, end of year$37 $38 $2 

The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $2$37 million and $38 million as of February 3, 2023, and January 29, 2021 and $3 million as of January 31, 2020.
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28, 2022, respectively.

The interest income andnet interest expense recognized by the Company related to uncertain tax positions was $3 million for 2022, $12 million for 2021, and insignificant for 2020, 2019,2020. The Company had $14 million and 2018.$11 million of accrued interest related to uncertain tax positions as of February 3, 2023, and January 28, 2022, respectively.

PenaltiesNo penalties were recognized related to uncertain tax positions werefor 2022 and $4 million was recognized for 2021. An insignificant amount was recognized for 2020, 2019, and 2018. There were notax year 2020. The Company had $4 million of accrued penalties related to uncertain tax positions as of February 3, 2023, and January 29, 2021, and penalties were insignificant as28, 2022.
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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. An audit of the Company’s Canadian operations2021. Audits performed by the Canada Revenue Agency for fiscal years 20152017 and 2016 is2018 and the Mexican Tax Administration Service for 2018 are on-going. The Company remains subject to income tax examinations for fiscal years 2015 through 2019.2021. 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 2020, 2019,2022, 2021, and 2018:2020:
Years Ended
(In millions, except per share data)January 29, 2021January 31, 2020February 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 outstanding748 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 outstanding748 777 811 
Dilutive effect of non-participating share-based awards
Weighted-average common shares, as adjusted750 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)February 3, 2023January 28, 2022January 29, 2021
Basic earnings per common share:
Net earnings attributable to Lowe's Companies, Inc.$6,437 $8,442 $5,835 
Less: Net earnings allocable to participating securities(21)(33)(24)
Net earnings allocable to common shares, basic$6,416 $8,409 $5,811 
Weighted-average common shares outstanding629 696 748 
Basic earnings per common share$10.20 $12.07 $7.77 
Diluted earnings per common share:
Net earnings attributable to Lowe's Companies, Inc.$6,437 $8,442 $5,835 
Less: Net earnings allocable to participating securities(21)(33)(24)
Net earnings allocable to common shares, diluted$6,416 $8,409 $5,811 
Weighted-average common shares outstanding629 696 748 
Dilutive effect of non-participating share-based awards
Weighted-average common shares, as adjusted631 699 750 
Diluted earnings per common share$10.17 $12.04 $7.75 
Anti-dilutive securities excluded from diluted weighted-average common shares0.5 0.3 0.3 

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.
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As of January 29, 2021,February 3, 2023, the Company had non-cancellable commitments of $1.1$2.3 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; 2023, $106$952 million; 2024, $50$548 million; 2025, $331 million; 2026, $259 million; 2027, $243 million; and thereafter, $50$7 million.
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At January 29, 2021,February 3, 2023, 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 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 $214 million in 2020, $165 million in 2019, and $156 million in 2018. Amounts payable to this vendor were insignificant at January 29, 2021 and January 31, 2020.

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 $228 million in 2022, $269 million in 2021, and $138 million in 2020, $117 million in 2019, and $91 million in 2018.2020. Amounts payable to this vendor were insignificant to the Company at February 3, 2023, and January 29,28, 2022.

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 and $214 million in 2020. This was no longer considered a related party relationship as of January 31, 2020.28, 2022.

NOTE 17: Other Information

Net interest expenseInterest – net is comprised of the following:
Years EndedYears Ended
(In millions)(In millions)January 29, 2021January 31, 2020February 1, 2019(In millions)February 3, 2023January 28, 2022January 29, 2021
Long-term debtLong-term debt$807 $668 $582 Long-term debt$1,108 $827 $807 
Lease obligationsLease obligations32 30 58 Lease obligations29 30 32 
Short-term borrowingsShort-term borrowings13 Short-term borrowings13 
Interest incomeInterest income(24)(27)(28)Interest income(37)(12)(24)
Interest capitalizedInterest capitalized(1)(3)Interest capitalized(4)(3)— 
Interest on tax uncertaintiesInterest on tax uncertaintiesInterest on tax uncertainties12 — 
OtherOther20 21 12 Other19 26 20 
Interest – netInterest – net$848 $691 $624 Interest – net$1,123 $885 $848 

Supplemental disclosures of cash flow information:
Years EndedYears Ended
(In millions)(In millions)January 29, 2021January 31, 2020February 1, 2019(In millions)February 3, 2023January 28, 2022January 29, 2021
Cash paid for interest, net of amount capitalizedCash paid for interest, net of amount capitalized$824 $671 $635 Cash paid for interest, net of amount capitalized$976 $837 $824 
Cash paid for income taxes, netCash paid for income taxes, net$1,588 $1,423 $1,316 Cash paid for income taxes, net$1,720 $2,735 $1,588 
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 paidCash dividends declared but not paid$440 $420 $385 Cash dividends declared but not paid$633 $537 $440 
1See Note 56 for supplemental cash flow disclosures related to finance and operating leases.
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Sales by product category:
Years EndedYears Ended
January 29, 2021January 31, 2020February 1, 2019February 3, 2023January 28, 2022January 29, 2021
(Dollars in millions)Total Sales%Total Sales%Total Sales%
(In millions, except percentage data)(In millions, except percentage data)Total Sales%Total Sales%Total Sales%
Appliances Appliances$12,098 14 %$9,989 14 %$9,484 13 % Appliances$13,508 13.9 %$13,424 13.9 %$12,091 13.5 %
Lumber Lumber9,499 9.8 9,727 10.1 8,308 9.3 
Seasonal & Outdoor Living Seasonal & Outdoor Living8,856 10 6,814 6,592  Seasonal & Outdoor Living8,860 9.1 9,551 9.9 8,852 9.9 
Lawn & Garden Lawn & Garden8,854 10 6,481 6,166  Lawn & Garden8,639 8.9 9,037 9.4 8,890 9.9 
Lumber8,337 5,709 5,863 
Kitchens & Bath Kitchens & Bath6,158 5,434 5,584  Kitchens & Bath7,010 7.2 6,782 7.0 5,997 6.7 
Millwork Millwork5,759 5.9 5,329 5.5 4,925 5.5 
Paint Paint5,425 5.6 5,114 5.3 5,473 6.1 
Rough Plumbing Rough Plumbing5,376 5.5 4,774 5.0 4,348 4.9 
Electrical Electrical5,334 5.5 5,275 5.5 4,709 5.3 
Décor Décor5,235 5.4 5,437 5.6 5,214 5.8 
Tools Tools5,394 4,246 4,062  Tools5,168 5.3 5,389 5.6 5,460 6.1 
Paint5,371 4,074 4,040 
Millwork4,962 4,197 4,056 
Building Materials Building Materials5,080 5.2 4,515 4.7 4,252 4.7 
Flooring Flooring5,044 5.2 4,956 5.1 4,377 4.9 
Hardware Hardware4,698 3,841 3,724  Hardware4,522 4.7 4,434 4.6 4,729 5.3 
Flooring4,457 3,894 3,905 
Rough Plumbing4,306 3,742 3,676 
Building Materials4,119 3,452 3,731 
Décor3,493 2,846 2,326 
Lighting3,482 2,888 3,022 
Electrical2,969 2,447 2,278 
Other Other2,043 2,094 2,800  Other2,600 2.8 2,506 2.8 1,972 2.1 
Net salesNet sales$89,597 100 %$72,148 100 %$71,309 100 %Net sales$97,059 100.0 %$96,250 100.0 %$89,597 100.0 %
Note: Product category sales for prior periods have been reclassified to conform to the current year presentation.

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SUPPLEMENTARY DATA

Selected Quarterly Data (UNAUDITED)

The following table summarizes the quarterly consolidated results of operations for 2020 and 2019:

Year Ended January 29, 2021
(In millions, except per share data)FirstSecondThirdFourth
Net sales$19,675 $27,302 $22,309 $20,311 
Gross margin6,513 9,304 7,300 6,456 
Net earnings1,337 2,828 692 978 
Basic earnings per common share1.76 3.74 0.92 1.33 
Diluted earnings per common share$1.76 $3.74 $0.91 $1.32 
Year Ended January 31, 2020
(In millions, except per share data)FirstSecondThirdFourth
Net sales$17,741 $20,992 $17,388 $16,027 
Gross margin5,581 6,740 5,640 4,981 
Net earnings1,046 1,676 1,049 509 
Basic earnings per common share1.31 2.14 1.36 0.67 
Diluted earnings per common share$1.31 $2.14 $1.36 $0.66 

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, noThe Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems. These updates are expected to continue for the next few years, and management will continue to evaluate the design and implementation of the Company’s internal controls over financial reporting as the transformation continues. No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended January 29, 2021,February 3, 2023, 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.
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Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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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 20222024 Annual Meeting” in the definitive Proxy Statement for the 20212023 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended January 29, 2021February 3, 2023 (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.Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.

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.
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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:
 
Page No.

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2. Financial Statement Schedule

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions)(In millions)Balance at beginning of periodCharges to costs
and expenses
DeductionsBalance at end of period(In millions)Balance at beginning of periodCharges to costs
and expenses
DeductionsBalance at end of period
February 3, 2023:February 3, 2023:
Reserve for loss on obsolete inventoryReserve for loss on obsolete inventory$168 $— $(29)1$139 
Reserve for inventory shrinkageReserve for inventory shrinkage414 1,011 (997)2428 
Reserve for sales returnsReserve for sales returns245 — (11)234 
Deferred tax valuation allowanceDeferred tax valuation allowance590 546 3— 1,136 
Self-insurance liabilitiesSelf-insurance liabilities1,116 1,603 (1,648)41,071 
January 28, 2022:January 28, 2022:
Reserve for loss on obsolete inventoryReserve for loss on obsolete inventory$182 $— $(14)1$168 
Reserve for inventory shrinkageReserve for inventory shrinkage365 845 (796)2414 
Reserve for sales returnsReserve for sales returns252 — (7)245 
Deferred tax valuation allowanceDeferred tax valuation allowance601 — (11)3590 
Self-insurance liabilitiesSelf-insurance liabilities1,093 1,759 (1,736)41,116 
January 29, 2021:January 29, 2021:January 29, 2021:
Reserve for loss on obsolete inventoryReserve for loss on obsolete inventory$105 $77 1$$182 Reserve for loss on obsolete inventory$105 $77 1$— $182 
Reserve for inventory shrinkageReserve for inventory shrinkage244 907 (786)2365 Reserve for inventory shrinkage244 907 (786)2365 
Reserve for sales returnsReserve for sales returns194 58 252 Reserve for sales returns194 58 — 252 
Deferred tax valuation allowanceDeferred tax valuation allowance561 40 

601 Deferred tax valuation allowance561 40 3— 601 
Self-insurance liabilitiesSelf-insurance liabilities1,104 1,568 (1,579)51,093 Self-insurance liabilities1,104 1,568 (1,579)41,093 
Reserve for exit activities88 (19)69 
January 31, 2020:
Reserve for loss on obsolete inventory$78 $27 1$$105 
Reserve for inventory shrinkage222 533 (511)2244 
Reserve for sales returns194 194 
Deferred tax valuation allowance569 (8)4561 
Self-insurance liabilities953 1,711 (1,560)51,104 
Reserve for exit activities361 (273)788 
February 1, 2019:
Reserve for loss on obsolete inventory$77 $1$$78 
Reserve for inventory shrinkage212 478 (468)2222 
Reserve for sales returns71 123 3194 
Deferred tax valuation allowance475 94 4569 
Self-insurance liabilities890 1,530 (1,467)5953 
Reserve for exit activities60 384 (83)6361 
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 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.
7    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.


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3. Exhibits

Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
2.110-K001-078982.1March 29, 2016
3.110-Q001-078983.1September 1, 2009
3.28-K001-078983.1June 2, 2020
4.18-K001-078984.1December 15, 1995
4.28-K001-078984.2February 20, 1998
4.310-K001-0789810.13April 19, 1999
4.410-K001-0789810.19April 19, 1999
4.510-K001-078984.5April 3, 2007
4.6S-3 (POSASR)333-1377504.5October 10, 2006
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
3.110-Q001-078983.1September 1, 2009
3.28-K001-078983.1November 16, 2022
4.18-K001-078984.1December 15, 1995
4.28-K001-078984.2February 20, 1998
4.310-K001-0789810.13April 19, 1999
4.410-K001-0789810.19April 19, 1999
4.510-K001-078984.5April 3, 2007
4.6S-3 (POSASR)333-1377504.5October 10, 2006
4.78-K001-078984.1September 11, 2007
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.78-K001-078984.1September 11, 2007
4.88-K001-078984.1April 15, 2010
4.98-K001-078984.1November 22, 2010
4.108-K001-078984.1November 23, 2011
4.118-K001-078984.1April 23, 2012
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.88-K001-078984.1April 15, 2010
4.98-K001-078984.1November 23, 2011
4.108-K001-078984.1April 23, 2012
4.118-K001-078984.1September 11, 2013
4.128-K001-078984.1September 10, 2014
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.128-K001-078984.1September 11, 2013
4.138-K001-078984.1September 10, 2014
4.148-K001-078984.1September 16, 2015
4.158-K001-078984.1April 20, 2016
4.168-K001-078984.1May 3, 2017
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.138-K001-078984.1September 16, 2015
4.148-K001-078984.1April 20, 2016
4.158-K001-078984.1May 3, 2017
4.168-K001-078984.2April 5, 2019
4.178-K001-078984.2March 27, 2020
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.178-K001-078984.2April 5, 2019
4.188-K001-078984.2March 27, 2020
4.198-K001-078984.2October 22, 2020
4.208-K001-0789810.1September 12, 2018
4.218-K001-0789810.1January 9, 2020
4.228-K001-0789810.1March 24, 2020
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.188-K001-078984.2October 22, 2020
4.198-K001-078984.2March 31, 2021
4.208-K001-078984.2September 20, 2021
4.218-K001-078984.2March 24, 2022
4.228-K001-078984.2September 8, 2022
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.23
10.110-Q001-0789810.1December 2, 2008
10.210-K001-0789810.21March 30, 2010
10.3DEF 14A001-07898Appendix BApril 13, 2012
10.4S-8333-24958699.1October 21, 2020
10.5S-8333-346314.2August 29, 1997
10.610-K001-0789810.16April 19, 1999
10.710-K001-0789810.17April 19, 1999
10.810-K001-0789810.25March 29, 2011
10.910-K001-0789810.22March 31, 2009
10.1010-Q001-0789810.2December 12, 2007
10.1110-K001-0789810.10March 29, 2011
10.1210-K001-0789810.11March 29, 2011
10.1310-Q001-0789810.1December 1, 2011
10.1410-Q001-0789810.1September 4, 2012
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.238-K001-0789810.1March 24, 2020
4.248-K001-0789810.2December 15, 2021
4.258-K001-0789810.2January 23, 2023
4.268-K001-0789810.1April 27, 2021
4.278-K001-0789810.1December 15, 2021
4.288-K001-0789810.1January 23, 2023
4.2910-K001-078984.23March 22, 2021
10.110-Q001-0789810.1August 26, 2021
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.1510-Q001-0789810.1December 3, 2013
10.1610-K001-0789810.1March 31, 2015
10.1710-K001-0789810.16April 4, 2017
10.1810-Q001-0789810.1June 4, 2004
10.1910-Q001-0789810.1December 12, 2007
10.2010-Q001-0789810.2December 1, 2010
10.218-K001-0789810.1June 3, 2005
10.2210-Q001-0789810.1September 3, 2019
10.2310-K001-0789810.22March 23, 2020
10.24DEF 14A001-07898Appendix CApril 11, 2016
10.258-K001-0789810.1May 22, 2018
10.2610-Q001-0789810.2September 4, 2018
10.2710-Q001-0789810.3September 4, 2018
10.2810-K001-0789810.28March 23, 2020
10.2910-Q001-0789810.2June 3, 2019
10.3010-Q001-0789810.6June 3, 2019
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.2S-8333-24958699.1October 21, 2020
10.310-Q001-0789810.2December 12, 2007
10.410-K001-0789810.10March 29, 2011
10.510-K001-0789810.11March 29, 2011
10.610-Q001-0789810.1December 1, 2011
10.710-Q001-0789810.1September 4, 2012
10.810-Q001-0789810.1December 3, 2013
10.910-K001-0789810.1March 31, 2015
10.1010-K001-0789810.16April 4, 2017
10.1110-Q001-0789810.1June 4, 2004
10.1210-Q001-0789810.1December 12, 2007
10.1310-Q001-0789810.2December 1, 2010
10.1410-Q001-0789810.1September 3, 2019
10.1510-Q001-0789810.2August 25, 2022
10.168-K001-0789810.1June 2, 2022
10.17DEF 14A001-07898Appendix CApril 11, 2016
10.188-K001-0789810.1May 22, 2018
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.3110-Q001-0789810.7September 4, 2018
10.3210-Q001-0789810.1November 25, 2020
10.3310-Q001-0789810.2May 28, 2020
10.3410-Q001-0789810.1August 26, 2020
10.3510-Q001-0789810.6December 6, 2018
10.3610-K001-0789810.43April 2, 2019
10.3710-Q001-0789810.3May 28, 2020
10.3810-Q001-0789810.2November 25, 2020
10.39
21.1
23.1
24.1
31.1
31.2
32.1
Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.1910-Q001-0789810.2September 4, 2018
10.2010-Q001-0789810.3September 4, 2018
10.2110-K001-0789810.20March 21, 2022
10.2210-K001-0789810.21March 21, 2022
10.238-K001-0789810.1April 8, 2022
10.2410-K001-0789810.28March 23, 2020
10.2510-Q001-0789810.2June 3, 2019
10.2610-Q001-0789810.6June 3, 2019
10.2710-Q001-0789810.7September 4, 2018
10.2810-Q001-0789810.1November 25, 2020
10.2910-Q001-0789810.2May 28, 2020
10.3010-Q001-0789810.6December 6, 2018
10.3110-K001-0789810.43April 2, 2019
10.3210-Q001-0789810.4May 27, 2021
10.3310-Q001-0789810.2May 27, 2021
10.3410-Q001-0789810.3May 27, 2021
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.3510-Q001-0789810.2May 26, 2022
10.3610-Q001-0789810.3August 25, 2022
21.1
23.1
24.1
31.1
31.2
32.1
32.2
99.1
99.2
101.INSXBRL Instance 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.SCHXBRL Taxonomy Extension Schema Document.‡
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
32.2
101.INSXBRL Instance Document.‡
101.SCHXBRL Taxonomy Extension Schema Document.‡
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.‡
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.‡
  
101.LABXBRL Taxonomy Extension Label Linkbase Document.‡
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.‡
104Cover 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.

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Item 16 – Form 10-K Summary

None.

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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, 202127, 2023By: /s/ Marvin R. Ellison
DateMarvin R. Ellison
Chairman, President and Chief Executive Officer
March 22, 202127, 2023By: /s/ David M. DentonBrandon J. Sink
DateDavid M. DentonBrandon J. Sink
Executive Vice President, Chief Financial Officer
March 22, 202127, 2023By: /s/ Dan C. Griggs, Jr.
DateDan C. Griggs, Jr.
Senior Vice President, Tax and Chief Accounting Officer

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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,Brandon J. Sink, 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. DreilingChairman of the BoardMarch 22, 2021
Richard W. DreilingDate
/s/ Marvin R. EllisonChairman, President
and Chief Executive Officer and Director
March 22, 202127, 2023
Marvin R. Ellison Date
/s/ Raul AlvarezDirectorMarch 22, 202127, 2023
Raul Alvarez Date
/s/ David H. BatchelderDirectorMarch 22, 202127, 2023
David H. BatchelderDate
   
/s/ Angela F. BralyScott H. BaxterDirectorMarch 22, 202127, 2023
Angela F. BralyScott H. BaxterDate
/s/ Sandra B. CochranDirectorMarch 22, 202127, 2023
Sandra B. CochranDate
   
/s/ Laurie Z. DouglasDirectorMarch 22, 202127, 2023
Laurie Z. Douglas Date
/s/ Richard W. DreilingDirectorMarch 27, 2023
Richard W. DreilingDate
/s/ Daniel J. HeinrichDirectorMarch 27, 2023
Daniel J. HeinrichDate
/s/ Brian C. RogersDirectorMarch 22, 202127, 2023
Brian C. RogersDate
   
/s/ Bertram L. ScottDirectorMarch 22, 202127, 2023
Bertram L. Scott Date
/s/ Lisa W. WardellColleen TaylorDirectorMarch 22, 202127, 2023
Lisa W. WardellColleen TaylorDate
/s/ Eric C. WisemanMary Beth WestDirectorMarch 22, 202127, 2023
Eric C. WisemanMary Beth WestDate

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