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| Net earnings to average debt and shareholders’ (deficit)/equity | 31.6 | % | | 26.6 | % | | 32.3 | % |
Return on invested capital5 | 36.4 | % | | 30.4 | % | | 35.3 | % |
1 The fiscal year ended February 3, 2023 had 53 weeks. The fiscal years ended February 2, 2024 and January 28, 2022 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 comparable sales in fiscal 2023, fiscal 2022, and fiscal 2021 by approximately 25
basis points, 45 basis points, and 150 basis points, respectively. The comparable sales calculation for fiscal 2022 was calculated using sales for a comparable 52-week period.
3 Average ticket is defined as net sales divided by the total number of customer transactions.
4 Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period.
5 Return on invested capital is calculated using a non-GAAP financial measure. See below for additional information and reconciliations of non-GAAP measures.
Fiscal 2023 Compared to Fiscal 2022
For the purpose of the following discussion, comparable store sales, comparable customer transactions, and comparable average ticket are based upon comparable 52-week periods.
Net Sales – Net sales decreased 11.0% to $86.4 billion in fiscal 2023. The decrease in total sales was driven by the sale of the Canadian retail business in fiscal 2022, the impact of the 53rd week in fiscal 2022, and a decrease in comparable sales. Prior year sales included $5.0 billion generated by our Canadian retail business, as well as approximately $1.4 billion due to the 53rd week. Comparable sales decreased 4.7% over the same period, driven by a 4.6% decline in comparable customer transactions and 0.1% decline in comparable average ticket. Comparable sales change during each quarter of the fiscal year, as reported, were declines of 4.3% in the first quarter, 1.6% in the second quarter, 7.4% in the third quarter, and 6.2% in the fourth quarter.
During fiscal 2023, we experienced comparable sales increases in two of 14 product categories: Building Materials and Lawn & Garden. Strength in Building Materials reflects strong demand from Pro customers while Lawn & Garden benefited from seasonal demand in the first half of the year. Our DIY customer categories were impacted by lower DIY discretionary demand, particularly in bigger-ticket items, as consumers continue to navigate the macroeconomic environment. Our lowest comparable sales were in Lumber which were pressured by significant commodity deflation.
Gross Margin – Gross margin as a percentage of sales for fiscal 2023 leveraged 16 basis points compared to fiscal 2022. The gross margin increase for the year was driven by productivity initiatives and lower transportation costs, partially offset by higher costs associated with the expansion of our supply chain network.
SG&A – SG&A expense for fiscal 2023 leveraged 292 basis points as a percentage of sales compared to fiscal 2022. This was primarily driven by cycling the long-lived asset impairment, loss on sale, and other closing costs associated with the sale of the Canadian retail business in the prior year, and two favorable legal settlements in the current year, partially offset by fixed cost deleverage due to lower sales.
Depreciation and Amortization – Depreciation and amortization expense deleveraged 17 basis points for fiscal 2023 as a percentage of sales compared to fiscal 2022, primarily due to lower sales.
Interest – Net – Net interest expense is comprised of the following:
| | | | | | | | | | | |
| (In millions) | 2023 | | 2022 |
| Interest expense, net of amount capitalized | $ | 1,459 | | | $ | 1,137 | |
| Amortization of original issue discount and loan costs | 23 | | | 20 | |
| Interest on tax uncertainties | 1 | | | 3 | |
| Interest income | (101) | | | (37) | |
| Interest – net | $ | 1,382 | | | $ | 1,123 | |
Net interest expense in fiscal 2023 deleveraged 44 basis points primarily due to incremental interest expense related to the issuance of unsecured notes over the past year, partially offset by interest income on our cash equivalents and short-term investments.
Income Tax Provision – Our effective income tax rate was 24.1% in fiscal 2023 compared to 28.8% in fiscal 2022. The fiscal 2022 rate was unfavorably impacted by the partial deductibility of long-lived asset impairment and loss on sale associated with the sale of the Canadian retail business.
Fiscal 2022 Compared to Fiscal 2021
and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 27, 2023.
Non-GAAP Financial Measures
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings per share is considered a non-GAAP financial measure. The Company believes this non-GAAP financial measure provides useful insight for analysts and investors in understanding operational performance for fiscal 2023 and fiscal 2022. Adjusted diluted earnings per share excludes the impact of a certain item, further described below, not contemplated in the Company’s business outlook for fiscal 2023 and fiscal 2022.
Fiscal 2023 Impacts
•In the first quarter of fiscal 2023, the Company recognized pre-tax income of $63 million consisting of a realized gain on the contingent consideration and adjustments to the selling price associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).
Fiscal 2022 Impacts
•In the third quarter of fiscal 2022, the Company recognized a pre-tax $2.1 billion long-lived asset impairment of the Canadian retail business. In the fourth quarter of fiscal 2022, the Company recognized additional pre-tax costs totaling $441 million, consisting of the loss on the sale and other closing costs associated with the sale of the Canadian retail business (Canadian retail business transaction).
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.
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| 2023 | | 2022 |
| Pre-Tax Earnings | | Tax1 | | Net Earnings | | Pre-Tax Earnings | | Tax1 | | Net Earnings |
| Diluted earnings per share, as reported | | | | | $ | 13.20 | | | | | | | $ | 10.17 | |
| Non-GAAP adjustments – per share impacts | | | | | | | | | | | |
| Canadian retail business transaction | (0.11) | | | — | | | (0.11) | | | 3.95 | | | (0.31) | | | 3.64 | |
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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 February 2, 2024. 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 February 2, 2024, 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 38.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors 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 February 2, 2024 and February 3, 2023, the related consolidated statements of earnings, comprehensive income, shareholders’ (deficit)/equity, and cash flows, for each of the three years in the period ended February 2, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 2, 2024 and February 3, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 2, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 25, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
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 Matters
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 vendors in the normal course of business, principally as a result of purchase volumes, early payments, or sales-based 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. Due to the diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded. Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.
We identified the completeness and accuracy of vendor funds as a critical audit matter given the significance of vendor funds to the financial statements and volume of the individual vendor agreements. This required an increased extent of effort when performing audit procedures to evaluate whether the vendor funds were completely and accurately recorded in accordance with the vendor agreements.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to whether the vendor funds were completely and accurately recorded in accordance with the terms of the vendor agreements included the following, among others:
•We tested the design and operating effectiveness of controls over vendor funds, including management’s controls over the identification of vendor agreements as well as the accrual and recording of vendor funds as a reduction to the cost of inventory as they are earned, and as a reduction to cost of sales as the related inventory is sold.
•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 when earned, and the amount recorded as a reduction to cost of sales as the related inventory is sold.
•We selected a sample of vendor funds and sent confirmations to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.
•Where confirmation responses from vendors were not received, we completed alternative procedures, such as agreement to underlying contractual arrangements and tested the settlement of the arrangement.
/s/
March 25, 2024
We have served as the Company's auditor since 1962.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors 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 February 2, 2024, 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 February 2, 2024, 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 as of and for the fiscal year ended February 2, 2024, of the Company and our report dated March 25, 2024, 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 25, 2024
Lowe’s Companies, Inc.
Consolidated Statements of Earnings
(In millions, except per share and percentage data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| February 2, 2024 | | February 3, 2023 | | January 28, 2022 |
| Current Earnings | Amount | | % Sales | | Amount | | % Sales | | Amount | | % Sales |
| Net sales | $ | | | | | % | | $ | | | | | % | | $ | | | | | % |
| Cost of sales | | | | | | | | | | | | | | | | | |
| Gross margin | | | | | | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | |
| Selling, general and administrative | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | | | | | | | | | | | | | | | |
| Operating income | | | | | | | | | | | | | | | | | |
| Interest – net | | | | | | | | | | | | | | | | | |
| | | |
| Pre-tax earnings | | | | | | | | | | | | | | | | | |
| Income tax provision | | | | | | | | | | | | | | | | | |
| Net earnings | $ | | | | | % | | $ | | | | | % | | $ | | | | | % |
| | | | | | | | | | | |
| Basic earnings per common share | $ | | | | | | $ | | | | | | $ | | | | |
| Diluted earnings per common share | $ | | | | | | $ | | | | | | $ | | | | |
| | | |
|
| Accumulated deficit | | () | | | () | |
| Accumulated other comprehensive income | | | | | | |
| Total shareholders’ deficit | | () | | | () | |
| Total liabilities and shareholders’ deficit | | $ | | | | $ | | |
| | | | |
See accompanying notes to consolidated financial statements.
Lowe’s Companies, Inc.
Consolidated Statements of Shareholders’ (Deficit)/Equity
(In millions, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Capital in Excess
of Par Value | | Retained Earnings/(Accumulated Deficit) | | Accumulated Other Comprehensive
(Loss)/Income | | Total |
| Shares | | Amount | | | | |
| Balance January 29, 2021 | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | |
| Net earnings | — | | | — | | | — | | | | | | — | | | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | | | | | |
Cash dividends declared, $ per share | — | | | — | | | — | | | () | | | — | | | () | |
| Share-based payment expense | — | | | — | | | | | | — | | | — | | | | |
| Repurchases of common stock | () | | | () | | | () | | | () | | | — | | | () | |
| Issuance of common stock under share-based payment plans | | | | | | | | | | — | | | — | | | | |
| Balance January 28, 2022 | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | |
| | | |
| Net earnings | — | | | — | | | — | | | | | | — | | | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | | | | | |
Cash dividends declared, $ per share | — | | | — | | | — | | | () | | | — | | | () | |
| Share-based payment expense | — | | | — | | | | | | — | | | — | | | | |
| Repurchases of common stock | () | | | () | | | () | | | () | | | — | | | () | |
| Issuance of common stock under share-based payment plans | | | | | | | | | | — | | | — | | | | |
| Balance February 3, 2023 | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| | | |
| Net earnings | — | | | — | | | — | | | | | | — | | | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | () | | | () | |
Cash dividends declared, $ per share | — | | | — | | | — | | | () | | | — | | | () | |
| Share-based payment expense | — | | | — | | | | | | — | | | — | | | | |
| Repurchases of common stock | () | | | () | | | () | | | () | | | — | | | () | |
| Issuance of common stock under share-based payment plans | | | | | | | | | | — | | | — | | | | |
| Balance February 2, 2024 | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | |
See accompanying notes to consolidated financial statements.
Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows
(In millions) | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| February 2, 2024 | | February 3, 2023 | | January 28, 2022 |
| Cash flows from operating activities: | | | | | |
| Net earnings | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | | | | | | | | |
| Noncash lease expense | | | | | | | | |
| Deferred income taxes | | | | () | | | | |
| Asset impairment and loss on property - net | | | | | | | | |
|
| (Gain)/loss on sale of business | () | | | | | | | |
|
| Share-based payment expense | | | | | | | | |
| Changes in operating assets and liabilities: | | | | | |
| Merchandise inventory – net | | | | () | | | () | |
| Other operating assets | | | | | | | () | |
| Accounts payable | () | | | () | | | | |
| Deferred revenue | () | | | () | | | | |
| Other operating liabilities | () | | | | | | () | |
| Net cash provided by operating activities | | | | | | | | |
| | | | | |
| Cash flows from investing activities: | | | | | |
| Purchases of investments | () | | | () | | | () | |
| Proceeds from sale/maturity of investments | | | | | | | | |
| Capital expenditures | () | | | () | | | () | |
| Proceeds from sale of property and other long-term assets | | | | | | | | |
|
|
|
| Proceeds from sale of business | | | | | | | | |
| Other – net | () | | | () | | | () | |
| Net cash used in investing activities | () | | | () | | | () | |
| | | | | |
| Cash flows from financing activities: | | | | | |
| Net change in commercial paper | () | | | | | | | |
| Net proceeds from issuance of debt | | | | | | | | |
| Repayment of debt | () | | | () | | | () | |
| Proceeds from issuance of common stock under share-based payment plans | | | | | | | | |
| Cash dividend payments | () | | | () | | | () | |
| Repurchases of common stock | () | | | () | | | () | |
| Other – net | () | | | () | | | () | |
| Net cash used in financing activities | () | | | () | | | () | |
| | | | | |
| Effect of exchange rate changes on cash | | | | () | | | () | |
| | | | | |
|
|
| Net (decrease)/increase in cash and cash equivalents | () | | | | | | () | |
| Cash and cash equivalents, beginning of year | | | | | | | | |
| Cash and cash equivalents, end of year | $ | | | | $ | | | | $ | | |
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 2, 2024, FEBRUARY 3, 2023, AND JANUARY 28, 2022
NOTE 1:
stores and outlets in the United States as of February 2, 2024. On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated stores in Canada, as well as serviced 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 6 for information on this divestiture.
Below are those accounting policies considered by the Company to be significant.
million and $ million for 2022 and 2021, 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 fair value upon recognition and as of each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized 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. Available-for-sale debt securities classified as long-term as of February 2, 2024, will mature in one to , based on stated maturity dates.
Restricted balances included in short-term investments were $ million as of February 2, 2024, and $ million as
million as of February 2, 2024, and $ million as of February 3, 2023.
The Company’s reserve for loss on obsolete inventory was $ million as of February 2, 2024, and $ million as of February 3, 2023.
The Company’s reserve for inventory shrinkage was $ million as of February 2, 2024, and $ million as of February 3, 2023.
In 2023, Synchrony exercised an option under the agreement to directly extend credit to the commercial accounts receivable customers, for which the related transition period was completed in August 2023. In 2023, prior to the option’s effective date, $ billion of accounts receivable were sold to Synchrony and the Company recognized losses of $ million related to the servicing costs remitted to Synchrony monthly. In 2022 and 2021, total commercial business accounts receivable sold to Synchrony were $ billion and $ billion, respectively, and the Company recognized losses of $ million and $ million, respectively.
years. These leases generally contain provisions for to renewal options of each. Original terms for equipment-related leases, primarily material handling equipment and vehicles, are generally between one and . 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
| | $ | | | | $ | | |
| Payment obligations financed during the year | | | | | | | | |
| Financed payment obligations paid during the year | () | | | () | | | () | |
| Financed payment obligations outstanding at the end of the year | $ | | | | $ | | | | $ | | |
| | $ | | |
| Self-insurance liabilities | | | | | |
| Accrued interest | | | | | |
| Sales return reserve | | | | | |
| Sales tax liabilities | | | | | |
| Accrued property taxes | | | | | |
| Other | | | | | |
| Total | $ | | | | $ | | |
billion as of February 2, 2024, and February 3, 2023.
Outstanding surety bonds relating to self-insurance were $ million as of February 2, 2024, and $ million as of February 3, 2023.
billion of federal income taxes payable, which is included in income taxes payable in the consolidated balance sheet.
from the date of purchase or the end of the manufacturer’s warranty, as applicable.
and
Advertising expenses were $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
Net cash flow hedge gains, net of tax, classified in accumulated other comprehensive income were $ million, $ million, and $ million as of February 2, 2024, February 3, 2023, and January 28, 2022, respectively.
Beginning 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 % for the fiscal year ended February 3, 2023. The amounts of long-lived assets and net sales outside of the U.S. were approximately % and %, respectively, as of January 28, 2022.
NOTE 2:
| | $ | | | | $ | | |
| Services | | | | | | | | | |
| Other | | | | | | | | | |
| Net sales | | $ | | | | $ | | | | $ | | |
| | $ | | |
| Right of return assets | Other current assets | | | | | |
Deferred revenue - retail and stored-value cards
| | $ | | | | Stored-value cards deferred revenue | | | | | |
| Deferred revenue | $ | | | | $ | | |
| | $ | | | Lowe’s protection plan sales previously recorded as deferred revenue and claim expenses incurred are as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Years Ended |
| February 2, 2024 | | February 3, 2023 | | January 28, 2022 |
| Lowe’s protection plan deferred revenue recognized into sales | | $ | | | | $ | | | | $ | | |
| Lowe’s protection plan claim expenses | | | | | | | | | |
Disaggregation of Revenues
| | | % | | $ | | | | | % | | $ | | | | | % | Building Products2 | | | | | | | | | | | | | | | | | | |
Hardlines3 | | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | | |
| Total | | $ | | | | | % | | $ | | | | | % | | $ | | | | | % |
Note: Merchandise division net sales for prior periods have been reclassified to conform to the current year presentation.
1 Home Décor includes the following product categories: Appliances, Décor, Flooring, Kitchens & Bath, and Paint.
2 Building Products includes the following product categories: Building Materials, Electrical, Lumber, Millwork, and Rough Plumbing.
3 Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools.
| | $ | | | | $ | | | Canada1 | | | | | | | | | |
| Net Sales | | $ | | | | $ | | | | $ | | |
1 The Canadian retail business was sold on February 3, 2023.
NOTE 3:
| | $ | | | | Money market funds | Short-term investments | Level 1 | | | | | |
| Corporate debt securities | Short-term investments | Level 2 | | | | | |
| Certificates of deposit | Short-term investments | Level 1 | | | | | |
| Commercial paper | Short-term investments | Level 2 | | | | | |
| Municipal obligations | Short-term investments | Level 2 | | | | | |
| Foreign government debt securities | Short-term investments | Level 2 | | | | | |
|
|
|
|
|
|
|
|
| U.S. Treasury securities | Long-term investments | Level 1 | | | | | |
| Corporate debt securities | Long-term investments | Level 2 | | | | | |
|
| Foreign government debt securities | Long-term investments | Level 2 | | | | | |
| Municipal obligations | Long-term investments | Level 2 | | | | | |
|
|
|
| Derivative instruments: | | | | | |
| Forward interest rate swaps | Other current assets | Level 2 | $ | | | | $ | | |
|
|
|
|
|
|
|
|
|
|
| Fixed-to-floating interest rate swaps | Other liabilities | Level 2 | | | | | |
| Other financial instruments: | | | | | |
| Contingent consideration | Long-term investments | Level 3 | $ | | | | $ | | |
|
|
|
|
| Canada asset group: | | | | | | |
| | | | | |
| | | |
| | | |
| | | |
| | | | | |
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, 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 8, 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.
| | $ | | | | $ | | | | $ | | |
| Mortgage notes (Level 2) | | | | | | | | | | | |
| Long-term debt (excluding finance lease obligations) | $ | | | | $ | | | | $ | | | | $ | | |
NOTE 4:
| | $ | | |
| Buildings and building improvements | - | | | | | | |
| Equipment | - | | | | | | |
|
| Construction in progress | N/A | | | | | | |
| Total cost | | | | | | | |
| Accumulated depreciation | | | () | | | () | |
| Property, less accumulated depreciation | | | $ | | | | $ | | |
Included in property, less accumulated depreciation are right-of-use assets under finance leases. The related amortization expense for right-of-use assets under finance leases is included in depreciation and amortization expense. The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $ billion in 2023 and 2022, and $ billion in 2021.
NOTE 5:
| | $ | | | | Finance lease assets | Property, less accumulated depreciation1 | | | | | |
| Total lease assets | | | | | | |
| | | | |
| Liabilities | | | | |
| Current | | | | |
| Operating | Current operating lease liabilities | | | | | |
| Finance | Current maturities of long-term debt | | | | | |
| Noncurrent | | | | |
| Operating | Noncurrent operating lease liabilities | | | | | |
| Finance | Long-term debt, excluding current maturities | | | | | |
| Total lease liabilities | | $ | | | | $ | | |
million as of February 2, 2024, and $ million as of February 3, 2023.
| | $ | | | | $ | | | | Interest on lease liabilities | | | | | | | | |
Operating lease cost1 | | | | | | | | |
| Variable lease cost | | | | | | | | |
| Total lease cost | $ | | | | $ | | | | $ | | |
1Includes short-term leases and sublease income, which are immaterial.
| $ | | | $ | | | | Fiscal 2025 | | | | | | |
| Fiscal 2026 | | | | | | |
| Fiscal 2027 | | | | | | |
| Fiscal 2028 | | | | | | |
| Thereafter | | | | | | |
| Total lease payments | | | | | | |
Less: interest3 | () | | () | | () | |
| Present value of lease liabilities | $ | | | $ | | | $ | | |
1Operating lease payments include $ million related to options to extend lease terms that are reasonably certain of being exercised and exclude $ million of minimum lease payments for leases signed but not yet commenced.
2Finance lease payments exclude $ million of minimum lease payments for leases signed but not yet commenced.
| | | Finance leases | | | |
| Weighted-average discount rate | | | |
| Operating leases | | % | | | % |
| Finance leases | | % | | | % |
| | | | | | | | | | | | | | | | | |
| Other Information | Years Ended |
(In millions) | February 2, 2024 | | February 3, 2023 | | January 28, 2022 |
| Cash paid for amounts included in the measurement of lease liabilities | | | | | |
| Operating cash flows used for operating leases | $ | | | | $ | | | | $ | | |
| Operating cash flows used for finance leases | | | | | | | | |
| Financing cash flows used for finance leases | | | | | | | | |
| Leased assets obtained in exchange for new finance lease liabilities | | | | | | | | |
Leased assets obtained in exchange for new operating lease liabilities1 | | | | | | | | |
1Excludes $ million of leases signed but not yet commenced as of February 2, 2024.
NOTE 6:
million in cash and performance-based contingent consideration with an initial fair value of $ million, which was 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 year ended February 3, 2023, the Company recorded $ billion of pre-tax costs associated with the sale, inclusive of long-lived asset impairment, loss on sale, and other closing costs. The cumulative foreign currency translation adjustment previously included in accumulated other comprehensive income was reclassified to earnings and included in the loss on sale. During the fiscal year ended February 2, 2024, the Company recognized a gain on sale of $ million associated with performance-based contingent consideration received and final adjustments to the selling price. | | $ | | | | | (Gain)/loss on sale | () | | | | | |
| Other closing costs | | | | | | |
| Total | $ | () | | | $ | | | |
NOTE 7:
billion unsecured revolving credit agreement (2023 Credit Agreement), which amended and restated the Company’s $ billion unsecured revolving credit agreement entered into in March 2020, and as amended (2020 Credit Agreement), to extend the term until September 2028. The 2023 Credit Agreement, along with the $ billion unsecured third amended and restated credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement), support the Company’s commercial paper program. The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program.
Subject to obtaining commitments from the lenders and satisfying other conditions specified in the 2023 Credit Agreement and Third Amended and Restated Credit Agreement (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of both agreements by an additional $ billion. The Credit Agreements contain customary representations, warranties, and covenants for transactions of these type. The Company was in compliance with those financial covenants as of February 2, 2024.
There were borrowings under the Company’s commercial paper program, Third Amended and Restated Credit Agreement, or the 2023 Credit Agreement as of February 2, 2024. Total combined availability under the Credit Agreements was $ billion as of February 2, 2024. Outstanding borrowings under the Company’s commercial paper program were $ million, with a weighted average interest rate of %, as of February 3, 2023. There were outstanding borrowings under the Company’s Third Amended and Restated Credit Agreement or the 2020 Credit Agreement as of February 3, 2023.
% | | $ | | | | $ | | |
| Unsecured debt: | | | | | |
| Notes due through fiscal 2028 | | % | | | | | | |
| Notes due fiscal 2029-2033 | | % | | | | | | |
| Notes due fiscal 2034-2038 | | % | | | | | | |
| Notes due fiscal 2039-2043 | | % | | | | | | |
| Notes due fiscal 2044-2048 | | % | | | | | | |
| Notes due fiscal 2049-2053 | | % | | | | | | |
|
|
|
|
|
|
|
1 As of January 1, 2023, share repurchases in excess of issuances are subject to a % excise tax, which is included as part of the cost basis of the shares acquired.
NOTE 10:
million shares were authorized for grants of share-based awards to key employees and non-employee directors under the Company’s currently active Incentive Plan, of which there were million shares remaining available for grants as of February 2, 2024. The 2020 Employee Stock Purchase Plan (the ESPP) permits a maximum of million shares to be offered for purchase. As of February 2, 2024, there were million shares remaining available for purchase.
million, $ million, and $ million in 2023, 2022, and 2021, respectively. The total associated income tax benefit recognized, exclusive of excess tax benefits, was $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
Total unrecognized share-based payment expense for all share-based payment plans was $ million as of February 2, 2024, of which $ million will be recognized in 2024, $ million in 2025, and $ million thereafter. This results in these amounts being recognized over a weighted-average period of 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 years, with one-third of each grant vesting each year for , 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.
% | | | % | | | % |
| Dividend yield | | % | | | % | | | % |
| Risk-free interest rate | | % | | | % | | | % |
| Expected term, in years | | | | | |
| | | | | |
| Weighted-average grant date fair value | $ | | | | $ | | | | $ | | |
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 $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
| | $ | | | | | | | | Granted | | | | | | | | | |
| Canceled, forfeited or expired | () | | | | | | | | |
| Exercised | () | | | | | | | | |
| Outstanding as of February 2, 2024 | | | | $ | | | | | | $ | | |
Vested and expected to vest as of February 2, 20241 | | | | $ | | | | | | $ | | |
| Exercisable as of February 2, 2024 | | | | $ | | | | | | $ | | |
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 ratably over a period from the date of grant. Certain awards vest % at the end of a period from the date of grant and % at the end of a period from the date of grant, or vest % at the end of a period from the date of grant. All awards are expensed on a straight-line basis over a 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 $, $, and $ in 2023, 2022, and 2021, respectively. The total fair value of restricted stock awards vesting each year was approximately $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
| | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Canceled or forfeited | () | | | | |
| Nonvested as of February 2, 2024 | | | | $ | | |
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 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 were expensed on the grant date.
| | | | |
|
|
|
| Weighted-average grant date fair value per share | $ | | | | $ | | | | $ | | |
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
% | | | % | | | % | | Dividend yield | | % | | | % | | | % |
| Risk-free interest rate | | % | | | % | | | % |
| Expected term, in years | | | | | |
In general, % to % of the Company’s performance share units vest at the end of a 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 $, $, and $ in 2023, 2022, and 2021, respectively. The total fair value of performance share units vesting was approximately $ million and $ million in 2023 and 2022, respectively. There were performance share units vesting in 2021.
| | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Canceled or forfeited | () | | | | |
| Nonvested as of February 2, 2024 | | | | $ | | |
1 The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. As of February 2, 2024, the maximum number of nonvested units that could vest under the provisions of the agreements was 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 ratably over a period from the date of grant. Certain awards vest % at the end of a period from the date of grant and % at the end of a period from the date of grant, or vest % at the end of a 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
, $, and $ in 2023, 2022, and 2021, respectively. The total fair value of restricted stock units vesting was approximately $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
| | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Canceled or forfeited | () | | | | |
| Nonvested as of February 2, 2024 | | | | $ | | |
ESPP
% of the closing price on the date of purchase. The Company’s share-based payment expense per share is equal to % 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 ESPP, the Company issued million shares of common stock in 2023 and 2022, and million shares of common stock in 2021, and recognized $ million of share-based payment expense in 2023 and $ million of share-based payment expense in 2022 and 2021.
NOTE 11:
of employment. The Company makes contributions to the 401(k) Plan each payroll period, based upon a matching formula applied to employee deferrals (the Company Match). Participants are eligible to receive the Company Match pursuant to the terms of the 401(k) Plan. The Company Match varies based on how much the employee elects to defer up to a maximum of % of eligible compensation. The Company Match is invested identically to employee contributions and is immediately vested.
The Company maintains a Benefit Restoration Plan to supplement benefits provided under the 401(k) Plan to participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986. This plan provides for employee salary deferrals and employer contributions in the form of a Company Match.
The Company maintains a non-qualified deferred compensation program called the Lowe’s Cash Deferral Plan. This plan is designed to permit certain employees to defer receipt of portions of their compensation, thereby delaying taxation on the deferral amount and on subsequent earnings until the balance is distributed. This plan does not provide for Company contributions.
The Company recognized expense associated with these employee retirement plans of $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.
NOTE 12:
% | | | % | | | % | | State income taxes, net of federal tax benefit | | | | | | | | |
| Valuation allowance | | | | | | | | |
| Expiration of capital loss carryforward | | | | | | | | |
| Loss on divestiture of Canadian retail business | () | | | () | | | | |
| Other, net | () | | | () | | | () | |
| Effective tax rate | | % | | | % | | | % |
| | $ | | | | $ | | | | State | | | | | | | | |
Total current1 | | | | | | | | |
| Deferred: | | | | | |
| Federal | | | | () | | | | |
| State | | | | () | | | | |
Total deferred1 | | | | () | | | | |
| Total income tax provision | $ | | | | $ | | | | $ | | |
1 Amounts applicable to foreign income taxes were insignificant for all periods presented.
| | $ | | | | Share-based payment expense | | | | | |
| |
| Operating lease liabilities | | | | | |
| |
| Capital loss carryforwards | | | | | |
| Net operating losses | | | | | |
| Other, net | | | | | |
| Total deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Net deferred tax assets | | | | | |
| | | |
| Deferred tax liabilities: | | | |
| Operating lease right-of-use assets | () | | | () | |
| Property | () | | | () | |
| Other, net | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| | | |
| Net deferred tax assets | $ | | | | $ | | |
billion and $ billion, respectively. The net operating losses expire in 2024 through 2043. As of February 2, 2024, and February 3, 2023, the Company had capital loss carryforwards of $ billion and $ billion, respectively, for Canadian tax purposes which do not expire. A valuation allowance of $ billion was recorded as of February 2, 2024, and February 3, 2023.
| | $ | | | | $ | | | | Additions for tax positions of prior years | | | | | | | | |
|
|
| Settlements | | | | () | | | () | |
|
| Unrecognized tax benefits, end of year | $ | | | | $ | | | | $ | | |
The unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $ million as of February 2, 2024, and February 3, 2023.
The net interest expense recognized by the Company related to uncertain tax positions was $ million for 2023, $ million for 2022, and $ million for 2021. The Company had $ million of accrued interest related to uncertain tax positions as of February 2, 2024, and February 3, 2023.
penalties were recognized related to uncertain tax positions for 2023 or 2022. There was $ million in penalties recognized related to uncertain tax positions for 2021. The Company had $ million of accrued penalties related to uncertain tax positions as of February 2, 2024, and February 3, 2023.
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 2022. Audits performed by the Canada Revenue Agency for fiscal years 2017 and 2018 and the Mexican Tax Administration Service for 2018 are on-going. The Company remains subject to income tax examinations for fiscal years 2015 through 2022. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.
Note 13:
| | $ | | | | $ | | | | Less: Net earnings allocable to participating securities | () | | | () | | | () | |
|
| Net earnings allocable to common shares, basic | $ | | | | $ | | | | $ | | |
| Weighted-average common shares outstanding | | | | | | | | |
| Basic earnings per common share | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Less: Net earnings allocable to participating securities | () | | | () | | | () | |
|
| Net earnings allocable to common shares, diluted | $ | | | | $ | | | | $ | | |
| Weighted-average common shares outstanding | | | | | | | | |
| Dilutive effect of non-participating share-based awards | | | | | | | | |
| Weighted-average common shares, as adjusted | | | | | | | | |
| Diluted earnings per common share | $ | | | | $ | | | | $ | | |
| | | | | |
| Anti-dilutive securities excluded from diluted weighted-average common shares | | | | | | | | |
NOTE 14:
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. | | Fiscal 2025 | | |
| Fiscal 2026 | | |
| Fiscal 2027 | | |
| Fiscal 2028 | | |
| Thereafter | | |
| Total | $ | | |
As of February 2, 2024, the Company held standby and documentary letters of credit issued under banking arrangements which totaled $ million. The majority of the Company’s letters of credit were issued to support the Company’s warranty program.
NOTE 15:
million in 2023, $ million in 2022, and $ million in 2021. Amounts payable to this vendor were insignificant to the Company as of February 2, 2024, and February 3, 2023.
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 $ million in 2021. This was no longer considered a related party relationship as of January 28, 2022.
NOTE 16:
| | $ | | | | $ | | | | Finance lease obligations | | | | | | | | |
| Short-term borrowings | | | | | | | | |
| Interest income | () | | | () | | | () | |
| Interest capitalized | () | | | () | | | () | |
| Interest on tax uncertainties | | | | | | | | |
| Other | | | | | | | | |
| Interest – net | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Cash paid for income taxes, net | $ | | | | $ | | | | $ | | |
Non-cash investing and financing activities:1 | | | | | |
|
|
| Cash dividends declared but not paid | $ | | | | $ | | | | $ | | |
1See Note 5 for supplemental cash flow disclosures related to finance and operating leases.
| | | % | | $ | | | | | % | | $ | | | | | % | | Seasonal & Outdoor Living | | | | | | | | | | | | | | | | | |
| Lumber | | | | | | | | | | | | | | | | | |
| Lawn & Garden | | | | | | | | | | | | | | | | | |
| Kitchens & Bath | | | | | | | | | | | | | | | | | |
| Hardware | | | | | | | | | | | | | | | | | |
| Building Materials | | | | | | | | | | | | | | | | | |
| Millwork | | | | | | | | | | | | | | | | | |
| Paint | | | | | | | | | | | | | | | | | |
| Rough Plumbing | | | | | | | | | | | | | | | | | |
| Tools | | | | | | | | | | | | | | | | | |
| Electrical | | | | | | | | | | | | | | | | | |
| Flooring | | | | | | | | | | | | | | | | | |
| Décor | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| Net sales | $ | | | | | % | | $ | | | | | % | | $ | | | | | % |
Note: Product category sales for prior periods have been reclassified to conform to the current year presentation.
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.
The Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems. These updates are expected to continue for the next few years, and management will continue to evaluate the design and implementation of the Company’s internal controls over financial reporting as the transformation continues. No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended February 2, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B - Other Information
During the three months ended February 2, 2024, ” (as those terms are defined in Regulation S-K, Item 408).
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III
Item 10 - Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our executive officers appears in Part I of this Annual Report under the heading, “Information About Our Executive Officers”. The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1: Election of Directors”, “Corporate Governance”, and “Additional Information - Shareholder Proposals for the 2025 Annual Meeting” in the definitive Proxy Statement for the 2024 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February 2, 2024 (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 ir.lowes.com, under the “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 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 ir.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, 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 B: Categorical Standards for Determination of Director Independence” in the Proxy Statement.
Item 14 - Principal Accountant Fees and Services
The information required by this item is furnished by incorporation by reference to the information under the heading “Audit Matters – Fees Paid to the Independent Registered Public Accounting Firm” in the Proxy Statement.
Part IV
Item 15 – Exhibits and Financial Statement Schedules
1. Financial Statements
See the following items and page numbers appearing in Item 8 of this Annual Report:
2. Financial Statement Schedules
All schedules have not been included as they are either not applicable or the information is included within our consolidated financial statements and notes to the consolidated financial statements.
3. Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 3.1 | | | | 10-Q | | 001-07898 | | 3.1 | | September 1, 2009 |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 001-07898 | | 3.1 | | November 16, 2022 |
| | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-07898 | | 4.1 | | December 15, 1995 |
| | | | | | | | | | |
| 4.2 | | | | 8-K | | 001-07898 | | 4.2 | | February 20, 1998 |
| | | | | | | | | | |
| 4.3 | | | | 10-K | | 001-07898 | | 10.13 | | April 19, 1999 |
| | | | | | | | | | |
| 4.4 | | | | 10-K | | 001-07898 | | 10.19 | | April 19, 1999 |
| | | | | | | | | | |
| 4.5 | | Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035. | | 10-K | | 001-07898 | | 4.5 | | April 3, 2007 |
| | | | | | | | | | |
| 4.6 | | Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036. | | S-3 (POSASR) | | 333-137750 | | 4.5 | | October 10, 2006 |
| | | | | | | | | | |
| 4.7 | | Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2007 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.8 | | Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040. | | 8-K | | 001-07898 | | 4.1 | | April 15, 2010 |
| | | | | | | | | | |
| 4.9 | | Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041. | | 8-K | | 001-07898 | | 4.1 | | November 23, 2011 |
| | | | | | | | | | |
| 4.10 | | Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042. | | 8-K | | 001-07898 | | 4.1 | | April 23, 2012 |
| | | | | | | | | | |
| 4.11 | | Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043. | | 8-K | | 001-07898 | | 4.1 | | September 11, 2013 |
| | | | | | | | | | |
| 4.12 | | Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044. | | 8-K | | 001-07898 | | 4.1 | | September 10, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.13 | | Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045. | | 8-K | | 001-07898 | | 4.1 | | September 16, 2015 |
| | | | | | | | | | |
| 4.14 | | Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046. | | 8-K | | 001-07898 | | 4.1 | | April 20, 2016 |
| | | | | | | | | | |
| 4.15 | | | | 8-K | | 001-07898 | | 4.1 | | May 3, 2017 |
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| 4.16 | | | | 8-K | | 001-07898 | | 4.2 | | April 5, 2019 |
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| 4.17 | | Sixteenth Supplemental Indenture, dated as of March 26, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 4.000% Notes due April 15, 2025, a form of 4.500% Notes due April 15, 2030, a form of 5.000% Notes due April 15, 2040 and a form of 5.125% Notes due April 15, 2050. | | 8-K | | 001-07898 | | 4.2 | | March 27, 2020 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.18 | | | | 8-K | | 001-07898 | | 4.2 | | October 22, 2020 |
| | | | | | | | | | |
| 4.19 | | | | 8-K | | 001-07898 | | 4.2 | | March 31, 2021 |
| | | | | | | | | | |
| 4.20 | | | | 8-K | | 001-07898 | | 4.2 | | September 20, 2021 |
| | | | | | | | | | |
| 4.21 | | Twentieth Supplemental Indenture, dated as of March 24, 2022, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 3.350% Notes due April 1, 2027, a form of 3.750% Notes due April 1, 2032, a form of 4.250% notes due April 1, 2052 and a form of 4.450% Notes due April 1, 2062. | | 8-K | | 001-07898 | | 4.2 | | March 24, 2022 |
| | | | | | | | | | |
| 4.22 | | Twenty-First Supplemental Indenture, dated as of September 8, 2022, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 4.400% Notes due September 8, 2025, a form of 5.000% Notes due April 15, 2033, a form of 5.625% notes due April 15, 2053 and a form of 5.800% Notes due September 15, 2062. | | 8-K | | 001-07898 | | 4.2 | | September 8, 2022 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.23 | | Twenty-Second Supplemental Indenture, dated as of March 30, 2023, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 4.800% Notes due April 1, 2026, a form of 5.150% Notes due July 1, 2033, a form of 5.750% notes due July 1, 2053 and a form of 5.850% Notes due April 1, 2063. | | 8-K | | 001-07898 | | 4.2 | | March 30, 2023 |
| | | | | | | | | | |
| 4.24 | | Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank. National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | December 15, 2021 |
| | | | | | | | | | |
| 4.25 | | | | 8-K | | 001-07898 | | 10.1 | | January 23, 2023 |
| | | | | | | | | | |
| 4.26 | | Amended and Restated Credit Agreement, dated as of September 1, 2023, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto. | | 8-K | | 001-07898 | | 10.1 | | September 7, 2023 |
| | | | | | | | | | |
| 4.27 | | | | | | | | | | |
| | | | | | | | | | |
| 10.1 | | | | 10-Q | | 001-07898 | | 10.1 | | August 26, 2021 |
| | | | | | | | | | |
| 10.2 | | | | S-8 | | 333-249586 | | 99.1 | | October 21, 2020 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.3 | | | | 10-Q | | 001-07898 | | 10.2 | | December 12, 2007 |
| | | | | | | | | | |
| 10.4 | | | | 10-K | | 001-07898 | | 10.10 | | March 29, 2011 |
| | | | | | | | | | |
| 10.5 | | | | 10-K | | 001-07898 | | 10.11 | | March 29, 2011 |
| | | | | | | | | | |
| 10.6 | | | | 10-Q | | 001-07898 | | 10.1 | | December 1, 2011 |
| | | | | | | | | | |
| 10.7 | | | | 10-Q | | 001-07898 | | 10.1 | | September 4, 2012 |
| | | | | | | | | | |
| 10.8 | | | | 10-Q | | 001-07898 | | 10.1 | | December 3, 2013 |
| | | | | | | | | | |
| 10.9 | | | | 10-K | | 001-07898 | | 10.1 | | March 31, 2015 |
| | | | | | | | | | |
| 10.10 | | | | 10-K | | 001-07898 | | 10.16 | | April 4, 2017 |
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| 10.11 | | | | 10-Q | | 001-07898 | | 10.1 | | June 4, 2004 |
| | | | | | | | | | |
| 10.12 | | | | 10-Q | | 001-07898 | | 10.1 | | December 12, 2007 |
| | | | | | | | | | |
| 10.13 | | | | 10-Q | | 001-07898 | | 10.2 | | December 1, 2010 |
| | | | | | | | | | |
| 10.14 | | | | 10-Q | | 001-07898 | | 10.1 | | September 3, 2019 |
| | | | | | | | | | |
| 10.15 | | | | 10-Q | | 001-07898 | | 10.2 | | August 25, 2022 |
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| 10.16 | | | | 10-Q | | 001-07898 | | 10.1 | | August 30, 2023 |
| | | | | | | | | | |
| 10.17 | | | | 8-K | | 001-07898 | | 10.1 | | June 2, 2022 |
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| 10.18 | | | | DEF 14A | | 001-07898 | | Appendix C | | April 11, 2016 |
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| 10.19 | | | | 8-K | | 001-07898 | | 10.1 | | May 22, 2018 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 10.20 | | | | 10-Q | | 001-07898 | | 10.2 | | September 4, 2018 |
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| 10.21 | | | | 10-K | | 001-07898 | | 10.20 | | March 21, 2022 |
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| 10.22 | | | | 10-K | | 001-07898 | | 10.21 | | March 21, 2022 |
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| 10.23 | | | | 8-K | | 001-07898 | | 10.1 | | April 8, 2022 |
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| 10.24 | | | | | | | | | | |
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| 10.25 | | | | 10-K | | 001-07898 | | 10.28 | | March 23, 2020 |
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| 10.26 | | | | 10-Q | | 001-07898 | | 10.2 | | June 3, 2019 |
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| 10.27 | | | | 10-Q | | 001-07898 | | 10.6 | | June 3, 2019 |
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| 10.28 | | | | 10-Q | | 001-07898 | | 10.7 | | September 4, 2018 |
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| 10.29 | | | | 10-Q | | 001-07898 | | 10.1 | | November 25, 2020 |
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| 10.30 | | | | 10-Q | | 001-07898 | | 10.2 | | May 28, 2020 |
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| 10.31 | | | | 10-Q | | 001-07898 | | 10.6 | | December 6, 2018 |
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| 10.32 | | | | 10-K | | 001-07898 | | 10.43 | | April 2, 2019 |
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| 10.33 | | | | 10-Q | | 001-07898 | | 10.4 | | May 27, 2021 |
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| 10.34 | | | | 10-Q | | 001-07898 | | 10.2 | | May 27, 2021 |
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| 10.35 | | | | 10-Q | | 001-07898 | | 10.3 | | May 27, 2021 |
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| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | |
| 10.36 | | | | 10-Q | | 001-07898 | | 10.2 | | May 26, 2022 |
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| 10.37 | | | | 10-Q | | 001-07898 | | 10.3 | | August 25, 2022 |
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| 10.38 | | | | 10-Q | | 001-07898 | | 10.1 | | June 1, 2023 |
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| 10.39 | | | | 10-Q | | 001-07898 | | 10.2 | | June 1, 2023 |
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| 10.40 | | | | 10-Q | | 001-07898 | | 10.3 | | June 1, 2023 |
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| 21.1 | | | | | | | | | | |
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| 23.1 | | | | | | | | | | |
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| 24.1 | | | | | | | | | | |
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| 31.1 | | | | | | | | | | |
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| 31.2 | | | | | | | | | | |
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| 32.1 | | | | | | | | | | |
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| 32.2 | | | | | | | | | | |
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| 97.1 | | | | | | | | | | |
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| 97.2 | | | | | | | | | | |
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| Exhibit Number | | | | Incorporated by Reference |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 99.1 | | | | 10-Q | | 001-07898 | | 99.1 | | June 1, 2023 |
| | | | | | | | | | |
| 99.2 | | | | 10-Q | | 001-07898 | | 99.1 | | November 29, 2023 |
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| 99.3 | | | | | | | | | | |
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| 101.INS | | XBRL 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.SCH | | XBRL Taxonomy Extension Schema Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document.‡ | | | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡ | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| * | | Indicates a management contract or compensatory plan or arrangement. |
| ‡ | | Filed herewith. | | | | | | | | |
| † | | Furnished herewith. | | | | | | | | |
Item 16 – Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| | LOWE’S COMPANIES, INC. |
| | (Registrant) |
| | |
| March 25, 2024 | | By: /s/ Marvin R. Ellison |
| Date | | Marvin R. Ellison
Chairman, President and Chief Executive Officer |
| | |
| March 25, 2024 | | By: /s/ Brandon J. Sink |
| Date | | Brandon J. Sink
Executive Vice President, Chief Financial Officer |
| | |
| March 25, 2024 | | By: /s/ Dan C. Griggs, Jr. |
| Date | | Dan C. Griggs, Jr.
Senior Vice President, Tax and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each of the directors of the registrant whose signature appears below hereby appoints Brandon J. Sink, Dan C. Griggs, Jr., and Juliette W. Pryor, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.
| | | | | | | | |
| /s/ Marvin R. Ellison | Chairman, President
and Chief Executive Officer | March 25, 2024 |
| Marvin R. Ellison | | Date |
| | |
| /s/ Raul Alvarez | Director | March 25, 2024 |
| Raul Alvarez | | Date |
| | |
| /s/ David H. Batchelder | Director | March 25, 2024 |
| David H. Batchelder | | Date |
| | | |
| /s/ Scott H. Baxter | Director | March 25, 2024 |
| Scott H. Baxter | | Date |
| | |
| /s/ Sandra B. Cochran | Director | March 25, 2024 |
| Sandra B. Cochran | | Date |
| | | |
| /s/ Laurie Z. Douglas | Director | March 25, 2024 |
| Laurie Z. Douglas | | Date |
| | |
| /s/ Richard W. Dreiling | Director | March 25, 2024 |
| Richard W. Dreiling | | Date |
| | |
| /s/ Brian C. Rogers | Director | March 25, 2024 |
| Brian C. Rogers | | Date |
| | | |
| /s/ Bertram L. Scott | Director | March 25, 2024 |
| Bertram L. Scott | | Date |
| | |
| /s/ Colleen Taylor | Director | March 25, 2024 |
| Colleen Taylor | | Date |
| | |
| /s/ Mary Beth West | Director | March 25, 2024 |
| Mary Beth West | | Date |
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