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


FORM 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 2, 2018January 29, 2021
or
oTRANSITION 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
low-20210129_g1.jpg
LOWE’SCOMPANIES, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINANorth Carolina56-0578072
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1000 Lowe’sLowes Blvd., Mooresville, NCNorth Carolina28117
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code704-758-1000(704) 758-1000
Securities registered pursuant to Section 12(b) of the Act:
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 Par Valueper shareLOWNew York Stock Exchange (NYSE)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  x Yes   o 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.  o Yes   x 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.  x Yes   o No


Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  x Yes   o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x


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
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth companyo

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. o


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes   x No


As of August 4, 2017,July 31, 2020, 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 $65.6$112.5 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 3/29/201819/2021
Common Stock, $0.50 par value825,766,281717,256,852


DOCUMENTS INCORPORATED BY REFERENCE


DocumentParts Into Which Incorporated

Portions of the Proxy Statement for Lowe’s 20182021 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 IIPage No.
PART I
Item 1.5.
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.
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, 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®Fortune® 50 company and the world’s second largest home improvement retailer. As of February 2, 2018,January 29, 2021, Lowe’s operated 2,1521,974 home improvement and hardware stores, representing approximately 215208 million square feet of retail selling space. These operations were comprised of 1,839included 1,734 stores located across 50 U.S. states, including 99 Orchard Supply Hardware (Orchard) stores, as well as 303240 stores in Canada, and 10 stores in Mexico.Canada.


The Canadian stores include RONA inc. (RONA), which was acquired by Lowe’s in 2016. RONA operates 240179 stores in Canada as of February 2, 2018,January 29, 2021, as well as services approximately 242231 dealer-owned stores. The RONA stores represent various complementary store formats operating under various banners.


Lowe’s 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. Financial information about our geographic areas is included in Note 1, “Summary of Significant Accounting Policies”, of the Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report.


Customers, Market and Competition


Our Customers


We serve homeowners, renters, and professional customers (Pro customers). Individual homeowners and renters complete a wide array of projects and vary along the spectrum of do-it-yourself (DIY) and do-it-for-me (DIFM). The Pro customer consists of two broad categories: construction trades;trades and maintenance, repair & operations.


Our Market


The U.S. market remains our predominant market, accounting for approximately 92%94% of consolidated sales for the fiscal year ended February 2, 2018.January 29, 2021. We are among the many businesses, including home centers, paint stores, hardware stores, lumber yards and garden centers, whose revenues are included in the Building Material and Garden Equipment and Supplies Dealers Subsector (444) of the Retail Trade Sector of the North American Industry Classification System (NAICS), the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy.  


NAICS 444 represents roughly half of what we consider the total U.S. market for our products and services.  The broader market in which Lowe’s operates includes home-related sales through a variety of companies beyond those in NAICS 444.  These consist of other companies in the retail sector, including mass retailers, home goods specialty stores, and online retailers, as well as wholesalers that provide home-related products and services to homeowners, businesses, and the government.  
 
There are many variables that affect consumer demand for the home improvement products and services Lowe’s offers.  Key indicators we monitor include real disposable personal income, employment, home prices, housing turnover, and housing turnover.consumer mobility.  We also monitor demographic and societal trends that shape home improvement industry growth.
 
Our Competition


The home improvement industry includes a broad competitive landscape.  We competelandscape that continues to evolve.  Lowe’s competes with other national and international home improvement warehouse chains and lumberyardslumber yards in most of our trade areas.the markets we serve.  We also compete with traditional hardware, plumbing, electrical, home supply retailers, and maintenance and repair organizations.  In addition, we compete with general merchandise retailers, warehouse clubs, and online andretailers, other specialty retailers, providers of equipment and tool rental, as well as service providers that install home

improvement products.  Location of stores, continuesproduct assortment, product pricing and customer service continue to be a key competitive factorfactors in our industry; however,industry, while the increasing useevolution of technology and the simplicity of online shoppingcustomer expectations also underscoreunderscores the importance of omni-channel capabilities as a competitive factor.  We differentiate ourselves from our competitors by providing better customer experiences whileTo ensure ongoing competitiveness, Lowe’s focuses on delivering superior the right home improvement products, with the best service and
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value, in productsacross every channel and service.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 home improvement needs, we offer a complete line of products for construction, maintenance, repair, remodeling, and decorating.  We offer home improvement products in the following categories: Lumber & Building Materials, Tools & Hardware, Appliances, Fashion Fixtures, Rough Plumbing & Electrical, Seasonal & Outdoor Living, Lawn & Garden, Lumber, Kitchens & Bath, Tools, Paint, Millwork, Hardware, Flooring, Rough Plumbing, Building Materials, Décor, Lighting, and Kitchens.Electrical.  A typical Lowe’s-branded home improvement store stocks approximately 39,00040,000 items, with hundreds of thousands ofover two million additional items available through our Special Order Sales system and various online selling channels. See Note 1617 of the Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report for historical revenues by product category for each of the last three fiscal years.


We are committed to offering a wide selection of national brand-name merchandise complemented by our selection of private brands.  In addition, we are dedicated to ensuring the products we sell are sourced in a socially responsible, efficient, and cost effectivecost-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, Valspar® paints and stains, Pella® windows and doors, Pergo® hardwood flooring, DewaltCRAFTSMAN®and DeWALT® power tools, HitachiMetabo® pneumatic tools, Weber® grills, 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.  In 2017, we added brand name merchandise such as A. O. Smith® water heaters, SharkBite® plumbing products, and Norton® abrasives to our portfolio.  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 provide significant valueincrease customer loyalty, drive sales, and coordinated styleexpand differentiation.  We have a strong private brand presence across core categories.  We sell private brands in severalcategories, including some of our product categories.  Some of Lowe’s most important privatevaluable brands includesuch as: Kobalt® tools, tools; allen+roth® and Style Selections® home décor products, Blue Hawkproducts; Severe Weather® home improvement products, pressure treated lumber; Project Source® basic value products, Portfolio high-value project completers; Holiday Living® lighting products, Garden Treasures seasonal products; Harbor Breeze® ceiling fans; Sta-Green® lawn and patio products,garden products; Moxie® cleaning products; Reliabilt® doors, windows, and hardware; and Utilitech® electrical and utility products, Reliabilt® doors and windows, Aquasource® faucets, sinks and toilets, Harbor Breeze® ceiling fans, Top Choice® lumber products and Iris® home automation and management 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 highly-automated Regional Distribution Centersregional distribution centers (RDC) and 15 flatbed distribution centers (FDC) in the United States. On average, each domestic RDC serves approximately 118 stores. We also own and operate eight distribution centers, including four lumber yards, to serve our Canadian market, and we lease and operate a distribution facility to serve our Orchard stores. Additionally, we have a service agreement with a third-party logistics provider to manage a distribution facility to serve our stores in Mexico.

In addition to the RDCs, we also operate coastal holding facilities, transload facilities, appliance distribution centers, and flatbed distribution centers. The flatbed distribution centersFDCs 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 as well as parcel post eligible products to get to their destination as efficiently as possible. Most parcel postparcel-eligible items can be ordered by a customer and delivered within two business days at standard shipping rates.


In fiscal 2017, on average,2020, approximately 80%67% of the total dollar amount of stock merchandise we purchased was shippedflowed 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 7%5% of total sales in fiscal 2017.2020.


Extended Protection Plans and Repair Services
We offer extended protection plans for various products within the Appliances, Kitchens Fashion Fixtures,& Bath, Décor, Millwork, Rough Plumbing, & Electrical, Seasonal & Outdoor Living, and Tools, &and Hardware categories. These protection plans provide customers with product protection that enhances or extends coverage previously offered by the manufacturer’s warranty and provides additional customer friendlycustomer-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 specificcategory-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-channel capabilities, which allows our customers to move from channel to channel with simple and seamless transitions even within the same transaction. For example, for many projects, more than half of our customers conduct research online before making an in-store purchase. For purchases made on Lowes.com, customers may pick up their purchase in-store at the customer service desk, curbside pick-up, or touchless lockers; have their purchase delivered from a store,store; or have their purchase parcel shipped. 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 our existing infrastructure with the omni-channel capabilities we continue to introduce.


In-Store
Our 1,8131,795 Lowe’s-branded home improvement stores, inclusive of 1,7401,734 in the U.S., 63 and 61 in Canada, and 10 in Mexico, 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 240179 RONA stores operate under various complementary store formats that address target customers and occasions. In addition, we operate 99 Orchard hardware stores located throughout California, Oregon, and Florida that also serve home improvement customers and average approximately 36,000 square feet of retail selling space. Our home improvement stores in the U.S. and Canada offer similar products and services, with certain variations based on local market factors; however, Orchard stores are primarily focused on paint, repair, and backyard products.localization.  We continue to develop and implement tools to make our sales associates more efficient and to integrate our order management and fulfillment processes.  Our home improvement stores have Wi-Fi capabilities that provide customers with internet 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 as delivery or parcel shipment to their homes.homes or businesses.


In addition, our LowesForPros.com online tool allows for easy online ordering for our Pro customers, and their choice of in-store pick-up or delivery, saving them time and money.


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 Account Executives ProServicesPro Sales Managers meet with Pro customers at their place of business or on a job site and leverage nearby stores within the areaand our distribution network to ensure we meet customer needs for products and resources.  OurIn addition, our Project Specialist
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Exteriors (PSE) program is available in alla majority of U.S. Lowe’s home improvement stores to discuss exterior projects such as roofing, siding, fencing, and windows, whose characteristics lend themselves to an in-home consultative sales approach. In addition, our Project Specialist Interiors (PSI) program is also available in all U.S. Lowe’s home improvement stores to provide similar consultative services on interior projects such as kitchens and bathrooms.  


Contact Centers
Lowe’s operates three contact centers which are located in Wilkesboro, NC,NC; Albuquerque, NM,NM; and Indianapolis, IN. These contact centers help Lowe’s enable an omni-channel customer experience by providing the ability to tender sales, coordinate deliveries, manage after-sale installations, facilitate repair services for Appliances and Outdoor Power Equipment, and answer general customer questions via phone, mail, e-mail, live chat, and social media.


EmployeesHuman Capital

When it comes to recruiting and retaining top talent, Lowe’s strives to be an employer of choice. We are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live, and cultivating a culture that invites and encourages diverse opinions and ideas. We enable our associates to build meaningful careers and unlock their potential in an inclusive workplace as we work together to deliver the right home improvement products, with the best service and value, across every channel and community we serve.

Our People
As of February 2, 2018, weJanuary 29, 2021, Lowe’s employed approximately 200,000220,000 full-time associates and 110,000120,000 part-time employees. Our employeesassociates, primarily in Mexico,the United States and certainCanada. In fiscal 2020, we expanded our workforce, hiring associates in part-time, seasonal 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, 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 available 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.

We have also seen great strides in our internal culture. This year, we saw higher participation and engagement scores in our annual Building Engagement and Success Together (BEST) associate engagement survey which helps senior management understand from our associates what Lowe’s is doing well and where we have opportunities for improvement.

Total Rewards and Wellness
In the spirit of building the best team and providing them with the best care, we are proud of the financial and well-being benefits we offer to our associates. We have a 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.

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During 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.

Store and Workplace Safety
Our associates and customers drive our success and providing them a safe environment for both working and shopping is essential. We strive to maintain a culture of safety beginning with our leaders modeling 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.

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 the accompanying name recognition to be valuable to our business. This subsidiary and other wholly ownedwholly-owned subsidiaries ownand maintain various additional registered and unregistered trademarks, trade names and service marks, including but not limited to retail names “RONA”, and “Reno Depot”, and “Orchard Supply Hardware”, online retail name “The Mine”, and private brand product names “Kobalt” and “allen+roth”. These subsidiaries also maintain various Internet domain names that are important to our business, and we also own registered and unregistered copyrights. In addition, we maintain patent portfolios related to some of our products and services and seek to patent or otherwise protect certain innovations that we incorporate into our products, services, or business operations.


Environmental StewardshipGovernment Regulation


AsWe are subject to a purpose-driven, principles-based company, wide array of federal, state, and local laws and regulations. We do not currently expect compliance with these laws and regulations to have a material effect on our capital expenditures, results of operations, and competitive position as compared to prior periods.

Sustainability

Lowe’s has a proud history of managing our business responsibly and serving our associates and communities. We believe our commitment to sustainability, including our focus on product sustainability, our associates and communities, and reducing the environmental footprint of our operations will help drive long-term shareholder value. In fiscal 2020, for the second consecutive year, Lowe’s was included in the Dow Jones Sustainability North America Index based on our environmental, social, and governance practices.

Product Sustainability
Lowe’s is committed to leveragingpromoting sustainable practices throughout our time, talentssupply chain and resources to growing in a way that makes our world better, makes our communities stronger,providing customers with high quality and makes people want to connect with us as their partner in home improvement.

In 2017, our Sustainability & Product Stewardship Council, led by senior executives, enhanced our Corporate Social Responsibility Strategy. Our strategy focuses on responsible sourcing, safer and more eco-friendly product offerings, maintaining a diverse, healthy, engaged and skilled workforce, supporting our local communities and operating ethically and responsibly.

We want our customers to feel good about the high-quality products they choose at Lowe’s.safe products. Our products are selected very

carefully,undergo a thorough selection process, beginning with our sourcing decisions. We care about how our thousands of products are created and about the people who make them. Through collaboration and established management systems, we monitor our suppliers’ practices to ensure we are securing high qualitysecure high-quality products from suppliers who protectsupport worker rights and protect the environment. In fiscal 2019, we published a human rights policy and a revised conflict minerals policy to hold all suppliers to our rigorous standards. In fiscal 2020, we also updated our Vendor Code of Conduct with enhanced environmental standards for all suppliers. In addition, Lowe’s upholds a wood sourcing policy that provides that all wood products sold in our stores originate from well-managed, non-endangered forests.

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We are also bringing innovative, efficient and eco-certifiedcontinue to expand our product portfolio with more environmentally friendly products into our portfolio-products that provide health and environmental benefits-to meet the needsbenefits to our customers and communities. We continue to work with local and regional utilities to offer customers assorted rebates for a variety of an increasing set of customers who prefer these types of products. In 2017, we crafted vision statements environmentally efficient products including ENERGY STAR® and began identifying 2025 goals to guideWaterSense®.

Reducing our future decisions.Environmental Footprint

We areLowe’s is committed to preservingreducing our shared home, Earth,environmental impact through sustainableinvestments in energy efficiency, renewable energy, environmentally friendly transportation practices, and conservation at a local level. Our retail stores require significant amounts of electricity to operate lighting, HVACinnovative water and other energy-consuming items, while the transportation of our products from suppliers, to distribution centers to stores requires fuel. We are actively working to manage and reduce energy and fuel usage. At a local level, store waste can add up-cardboard, broken appliances, wood pallets, and more. We recycle these through national and regional partners and provide in-store recycling centers for our customers to bring in certain items. Footprint reduction activities result in cost savings, healthier communities and a better world.

Each year, Lowe’s participates in the Carbon Disclosure Project to track our carbon footprint.management systems. In 2017, Lowe’s externally verified its greenhouse gas emissions data collection and analysis to validate our findings and increase confidence in our reporting. In 2017, 100fiscal 2020, approximately 500 retail locations upgraded to interior light-emitting diode (LED) lighting. In 2017, weWe also replaced 100 stores’ aging HVAC units with high-efficiency units and added Variable Fan Drive systemsmodels. Our renewable energy portfolio expanded in over 300 stores. During2020 when 100 megawatts of wind energy became operational in central Texas, which will produce the executionequivalent amount of the HVAC initiative, the facilities team was ableenergy to recycle over four million pounds of materials, preventing valuable resources from going to landfill.power all 144 Lowe’s stores in Texas.


Lowe’s is committedWe are dedicated to promoting sustainable practices in the transportation industry. Weindustry, and we collaborate with the Environmental Protection Agency’s SmartWay program to reduce transportation emissions by managing and reducing fuel usage by creating incentives for freight contractors to improve efficiency and are proud to be the onlyfirst retailer to achieve the Environmental Protection AgencyAgency’s SmartWay Excellence Award nineten years in a row.


ManagingLowe’s participates in the Carbon Disclosure Project’s (CDP) climate, forestry, and water security questionnaires to benchmark and quantify our water resources is essentialenvironmental practices in regions experiencing drought conditions.an effort to be transparent in our progress and assist in the reduction of our contributions to climate change. In 2017,fiscal 2020, Lowe’s externally verified its greenhouse gas emissions data to validate our findings and increase confidence in our reporting. At a local level, store waste, including cardboard, broken appliances, wood pallets, and more, are recycled through national and regional partners, and we completedprovide in-store recycling centers for our rollout of HydroPoint irrigation technology that combines real-time weather data with site-specific informationcustomers to reduce water consumptionbring in plastic planter pots, compact fluorescent lamp bulbs, plastic bags, and save on utility costs. The HydroPoint systems are now deployed to approximately 925 locations, covering all stores with operable irrigation systems.rechargeable batteries.


For more information about Lowe’s environmentalsustainability efforts, please visit Lowes.com/SocialResponsibilityresponsibility.lowes.com.


Investing in Our Communities


Lowe’s legacy has long included a longdeep commitment to the communities where we live and proud historywork. In 2020, the global pandemic forced everyone to live and work differently, but we remained committed to supporting the well-being of supporting localour associates, customers, and communities, through volunteerism as well as public educationincluding healthcare providers and community improvement projects, beginningfirst responders.

While adapting our own business to the challenges associated with the creationCOVID-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 commitment to our communities, Lowe’s contributed $109 million in pandemic relief to support our communities, including grants to support minority-owned 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 Charitablealso supports veteran-related initiatives within these two focus areas and Educational Foundationcontinues 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 1957. In 2017,2020, every Lowe’s employees contributed approximately 200,000 hours to Lowe’s Heroes volunteer projects, with 100% participation from Lowe’s U.S. stores. Lowe’s and the Lowe’s Charitable and Educational Foundation donated approximately $39 million to schools and community organizationsstore in the United States and Canada and Mexico, including but not limitedwas able to contribute to their communities through the following actions discussed below.
Our commitment to improving educational opportunities is best exemplified by our signature education grant program, Lowe’s Toolbox for Education®, and 2017 marked the program’s 12-year anniversary. In 2017, Lowe’s Toolbox for Education® provided approximately $6.5 million in grants and since inception has provided funding improvements at nearly 13,000 schools, benefiting more than seven million children.
Each year, we work with national nonprofit partners to strengthen and stabilize neighborhoods in the communities we serve. In 2017, Lowe’s contributed $7 million and teamed with Habitat for Humanity and Rebuilding Together to provide housing solutions in partnership with families across the country. We also continued to build on our longstanding partnerships with the Boys & Girls Clubs of America, SkillsUSA, The Nature Conservancy, and Keep America Beautiful to improve communities and build tomorrow’s leaders.
Lowe’sHeroes program. Lowe's is also committeddedicated to helping residentsour associates in times of the communities we serve by being there when we’re needed most - when a natural disaster threatens and in the recovery that follows. In 2017,need. Our Lowe’s contributed more than $2.5 million and mobilized hundreds of employee volunteers to help families recover from disasters across the United States. We also supported our employees affected by the many natural disasters this year by doubling the company match of the Employee Relief Fund, after Harvey made landfall. Together,possible through associate donations and company matching, supports associates in times of significant, unforeseen financial hardship. In 2020, Lowe’s and our generous employees raised over $3.1Employee Relief Fund distributed almost $3 million, this year which has helped overhelping 2,500 employeesassociates in need.

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For more information on Lowe’s partnerships and latest community improvement projects, visit Lowes.com/SocialResponsibilityresponsibility.lowes.com.


Available Information
 
Our Annual Report, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge through our internet website at www.Lowes.com/investorir.lowes.com, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC).  The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  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 have developed a risk management process using periodic surveys, external research, planning processes, risk mapping, analytics and other tools to identify and evaluate the operational, financial, environmental, reputational, strategic and other risks that could adversely affect our business.  For more information about our risk management framework, which is administered by our Chief Financial Officer and includes developing risk mitigation controls and procedures for the material risks we identify, see the description included in the definitive Proxy Statement for our 2018 annual meeting of shareholders (as defined in Item 10 of Part III of this Annual Report) under “Information About the Board of Directors and Committees of the Board - Board Meetings, Committees of the Board and Board Leadership Structure - Board’s Role in the Risk Management Process.”


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 Securities and Exchange Commission.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 Securities and Exchange Commission,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 8.8. 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.


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 change 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. 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. Failure to identify such trends, adapt our business concept, improve and maintain our stores and implement change, growth, and productivity 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-channel sales and marketing presence if we fail to deliver the capabilities required to execute on them.
Our interactions with customers hashave evolved into an omni-channel experience as they increasingly are using computers, tablets, mobile phones and other electronic devices to shop in our stores and online and provide feedback and public commentary about all aspects of our business. Omni-channel 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. 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 more integrated planning, initiative prioritization and program sequencing. These initiatives have required and will continue to require new competencies in many positions, and our management, employees and contractors have had to and will haveneed 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 strategies effectively, or if they develop a substantially more effective or lower cost means of meeting customer needs, resulting in a negative impact on our business and results of operations.
We operate in a highly competitive market for home improvement products and services and have numerous large and small, direct and indirect competitors. The principal competitive factors in our industry include convenience, customer service, quality and price of merchandise and services, in-stock levels, and merchandise assortment and presentation. We face growing competition from online and omni-channel 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-channel retailers continue to focus on delivery services, as customers are increasingly seeking faster, guaranteed delivery times and low-price or free shipping, 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. 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, and we invest significantly in them with respect to training and development to strive for high engagement. Increasingly, our sales associates and specialists must have expanded skill sets, including, in some instances, the ability to do in-home or telephone sales. We may be unable 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-channel expectations of our customers, we rely on the specialized training and capabilities of corporate support staff, which are broadly sought after by our competitors. If we are unable to hire, train, manage and retain qualified sales associates and specialists, the quality of service we provide to our customers may decrease and our results of operations could be negatively affected. Furthermore, our ability to meet our labor needs, particularly in a competitive labor market, while controlling our costs is subject to a variety of external factors, including prevailing wage rates, the availability of and competition for talent, health care and other benefit costs, our brand image and reputation, changing demographics and the adoption of new or revised legislation or regulations governing immigration, employment, labor relations, minimum wage and health care benefits. Periodically, we are subject to labor organizing efforts, and if we become subject to collective bargaining agreements in the future, it could adversely affect how we operate our business and adversely affect our reputation could be adversely affected by cybersecurity incidents and the failure to protect customer, employee, vendor or Company information or to comply with evolving regulations relating to our obligation to protect our systems, assets and such information.
Cyber-attacks and tactics designed to gain access to and exploit sensitive information by breaching mission critical systems of large organizations are constantly evolving, and high profile security breaches leading to unauthorized release of sensitive customer information have occurred in recent years with increasing frequency at a number of major U.S. companies, including several large retailers, despite widespread recognition of the cyber-attack threat and improved data protection methods.  As with many other retailers, we receive and store certain personal information about our customers, employees and vendors. Additionally, we use third-party service providers for certain services, such as authentication, content delivery, back-office support and other functions, and we provide such third-party service providers with personal information necessary for the services concerned. Despite our continued vigilance and investment in information security, we or our third-party service providers cannot guarantee that we or they are able to adequately anticipate or prevent a 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 a ransomware attack occurs, it is possible that we could be prevented from accessing our own data. Our or our service providers’ information security may also be compromised because of human errors, including by employees, or system errors. Ourlabor costs and our service providers’ systems are additionally vulnerableability to retain a number of other causes, such as power outages, computer viruses, technology system failures or catastrophic events. In the event thatqualified workforce.

Positively and effectively managing our systems are breached or damaged for any reason, we may also suffer loss or unavailability of datapublic image and interruptionsreputation is critical to our business operations while such breach or damage is being remedied. Should these events occur, the unauthorized disclosure, loss or unavailability of datasuccess, and, disruption toif our public image and reputation are damaged, it could negatively impact our relationships with our customers, vendors and store associates and specialists and, consequently, our business may have a materialand 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. Any negative incident can erode trust and confidence quickly, and adverse effect onpublicity about us could damage our reputation drive existing and potential customers awaybrand image, undermine our customers’ confidence, reduce demand for our products and leadservices, affect our relationships with current and future vendors, impact our results of operations and affect our ability to financial losses from remedial actions, or potential liability, including possible litigationretain and punitive damages.  A security breach resultingrecruit store associates and specialists. The significant expansion in the unauthorized releaseuse of data from our or our third-party service providers’ information systems could also materially increasesocial media over recent years has compounded the costs we already incur to protect against such risks and require dedicationpotential scope 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 in the United States alone, we may be subject to regulation at both the federal and state level. In order to maintain our compliance with such laws as they come to fruition, we may sustain increased costs in order to continually evaluate our policies and processes and adapt to new requirementsnegative publicity 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.

We could be adversely affectedgenerated by the failure to adequately protect and maintainsuch negative incidents.

Additionally, our intellectual property rights or claims by third parties that we infringe their intellectual property rights.
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 rely on a combination of trademark law, patent law, copyright law, trade secret protections and contractual arrangements, such as nondisclosure and confidentiality agreements, to protect our proprietary rights. Maintenance and, when necessary, enforcement of our intellectual property rights require expenditure of financial and managerial resources, and despite our efforts, we may not always be able to effectively protect all of such rights. 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 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.

Supply Chain and Third-Party Risks

If our domestic or international supply chain or our fulfillment network for our products is ineffective or disrupted for any reason, including the COVID-19 pandemic, or if these operations are subject to trade policy changes or additional tariffs, our results of operations could be adversely affected.
Circumstances surrounding and related to the COVID-19 pandemic have created unprecedented impacts on the global supply chain. We source, stock and sell products from domestic and international vendors, and their ability to reliably and efficiently fulfill our orders is critical to our business success. Impacts related to the COVID-19 pandemic are placing strains on the domestic and international supply chain that may negatively affect the flow or availability of our products. This can 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 as 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.

We source a large number of our products from foreign manufacturers, with China being the dominant import source. The changes in certain tax and trade policies, tariffs and other regulations affecting trade between the U.S. and other countries enacted under the prior U.S. administration increased the cost of our merchandise sourced from outside of the U.S., which represents a large percentage of our overall merchandise. It remains unclear how tax or trade policies, tariffs or trade relations may change under the new U.S. administration, 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 and currency exchange rates), port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, work stoppages, shipping capacity restraints, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, fluctuations in currency exchange rates and transport availability, capacity and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs. Additionally, as we add fulfillment capabilities or pursue strategies with different fulfillment requirements, our trade secretsfulfillment network becomes increasingly complex and operating it becomes more challenging. If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we could experience delays in inventory, increased delivery costs or merchandise out-of-stocks that could lead to lost sales and decreased customer confidence, and adversely affect our results of operations.

Our inability to effectively and efficiently manage and maintain our relationships with selected suppliers of brand name products could negatively impact our business operations and financial results.
We form strategic relationships with selected suppliers to market and develop products under a variety of recognized and respected national and international brand names. We also have relationships with certain suppliers to enable us to sell proprietary products which differentiate us from other retailers. The inability to effectively and efficiently manage and maintain our relationships with these suppliers could negatively impact our business operations and financial results.

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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 vulnerableimportant to public disclosuremany 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 own employeesthird-party installers could result in increased operational and legal risks and negatively impact our business, financial condition and results of operations.
We contract with third-party installers to provide installation services to our customers, and, as the general contractor, we are subject to regulatory requirements and risks applicable to general contractors, including certain licensing and permitting requirements, and those relating to the quality and performance of our third-party installers. Our or our third-party installers’ failures to effectively manage such requirements and internal processes regarding installation services could result in lost sales, fines and lawsuits, as well as damage to our reputation, which could negatively affect our business.

Technology and Cybersecurity Risks

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.
Our efforts to provide an omni-channel 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. Our systems are subject to damage or interruption as a result of catastrophic events, power outages, viruses, malicious attacks and telecommunications failures, and as a breachresult we may incur significant expense, data loss as well as an erosion of or damage tocustomer confidence. Additionally, we continually make investments in our systems which may introduce disruption. Our financial performance could result in theft ofbe adversely affected if our proprietary property. We may also be subject to intellectual property infringement lawsuits, brought by third parties against us claiming that our operations, productsmanagement information systems are seriously disrupted or services infringe third party rights (whether meritorious or not), including patent and trademark rights, which can be time consuming and costly to defend or settle and may cause significant diversion of management attention and result in substantial monetary damages, injunctive orders against us, unfavorable royalty-bearing licensing agreements or bad publicity.


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, gift cards, direct debit from a customer’s bank account, 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 and lower profitability. 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 finesproperly maintain, improve, upgrade 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.expand those systems.


As customer-facing technology systems become an increasingly important part of our omni-channel sales and marketing strategy, the failure of those systems to perform effectively and reliably could keep us from delivering positive customer experiences.
Access to the Internet from computers, tablets, smart phones and other mobile communication devices has empowered our customers and changed the way they shop and how we interact with them. Our websites, including Lowes.com and Lowesforpros.com, are a sales channel for our products, and are also a method of making product, project and other relevant information available to our customers that impacts our in-store sales. Additionally, we have multiple affiliated websites and mobile apps through which we seek to inspire, inform, cross-sell, establish online communities among and otherwise interact with our customers. Performance issues with these customer-facing technology systems, including temporary outages caused by distributed denial of service, ransomware or other cyber-attacks, or a complete failure of one or more of them without a disaster recovery plan that can be quickly implemented, could quickly destroy the positive benefits they provide to our home improvement business and negatively affect our customers’ perceptions of Lowe’s as a reliable online vendor and source of information about home improvement products and services.


Our business and our reputation could be adversely affected by cybersecurity incidents and the failure to protect customer, employee, vendor or Company information or to comply with evolving regulations relating to our obligation to protect our systems, assets and such information.
Cyber-attacks and tactics designed to gain access to and exploit sensitive information by breaching mission critical systems of large organizations are constantly evolving, and high profile security breaches leading to unauthorized release of sensitive customer information have occurred in recent years with increasing frequency at a number of major U.S. companies, including several large retailers, despite widespread recognition of the cyber-attack threat and improved data protection methods. As with many other retailers, we collect, process, transmit and store certain personal information about our customers, employees and vendors, as well as confidential, sensitive, proprietary and business, personal and payment card information. Additionally, we use third-party service providers for certain services, such as authentication, content delivery, back-office support 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, 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, and we or our third-party service providers cannot
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guarantee that we or they are 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 a ransomware attack occurs, it is possible that we could be prevented from accessing our own data. Our information security or our service providers’ information security may also be compromised because of human errors, including by employees, or system errors. Our systems and our service providers’ systems are additionally vulnerable to a number of other causes, such as critical infrastructure outages, computer viruses, technology system failures, catastrophic events or cyber-attacks, including the use of malicious codes, worms, phishing and ransomware. In the event that our systems are breached or damaged for any reason, we may also suffer loss or unavailability of data and interruptions to our business operations while such breach or damage is being remedied. Should these events occur, the unauthorized disclosure, loss or unavailability of data and disruption to our business may have a material adverse effect on our reputation, drive existing and potential customers away and lead to financial losses from remedial actions, or potential liability, including possible litigation and punitive damages. A security breach resulting in the unauthorized release of data from our information systems or our third-party service providers’ information systems could also materially increase the costs we already incur to protect against such risks and require dedication of substantial resources to manage the aftermath of such a breach. Data privacy and cybersecurity laws in the United States and internationally are constantly changing, and the implementation of these laws has become more complex.

In the United States alone, we may be subject to regulation at both the federal and state level. For example, the California Consumer Privacy Act of 2018 grants California consumers certain rights over their personal information and imposes stringent requirements on the collection, use and sharing of “personal information” of California consumers. Other U.S. states are proposing similar laws related to the protection of personal information and the U.S. federal government is also considering federal privacy legislation. In order to maintain our compliance with such laws as they come to fruition, we may sustain increased costs in order to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us. As the regulatory environment relating to retailers’ and other companies’ obligation to protect personal information becomes stricter, a material failure on our part to comply with applicable regulations could subject us to fines, other regulatory sanctions or government investigation, and potentially to lawsuits brought by private individuals, regulators or states’ attorney general.

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, gift cards, 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 hire, train, managecomply 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 retain qualified sales associateshigher transaction fees, 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, and we invest significantly in them with respect to training and development to strive for high engagement. Increasingly, our sales associates and specialists must have expanded skill sets, including, in some instances, the ability to do in-home or telephone sales. A critical challenge we face is attracting and retaining a sufficiently diverse workforce that can deliver relevant, culturally competent and differentiated experiences for a wide variety of culturally diverse customers. In fact, in many of our stores, our employees must be able to serve customers whose primary language and cultural traditions are different from their own. Additionally, in order to deliver on the omni-channel expectations of our customers, we rely on the specialized training and capabilities of corporate support staff which are broadly sought after by our competitors. If we are unable to hire, train, manage and retain qualified sales associates and specialists, the quality of service we provide to our customers may decrease and our results of operations could be negatively affected. Furthermore, our ability to meetaccept credit and debit card payments from our labor needs while controlling our costs is subject to a varietycustomers, process electronic funds transfers, or facilitate other types of external factors, including wage rates, the availability ofonline payments, and competition for talent, health care and other benefit costs, our brand image and reputation, changing demographics, and adoption of new or revised employment and labor laws and regulations. Periodically, we are subject to labor organizing efforts, and if we become subject to collective bargaining agreements in the future, it could adversely affect how we operate our business and adversely affect our labor costs and our ability to retain a qualified workforce.

If we do not successfully manage the transition associated with the retirement of our Chief Executive Officer and the appointment of a new Chief Executive Officer, itoperating results could be viewed negatively by our customers and shareholders and could have an adverse impact on our business.adversely affected.
On March 26, 2018, we announced that Robert A. Niblock plans to retire as Chairman of the Board, President and Chief Executive Officer after a 25-year career with the Company. The board of directors has initiated a search for his successor, and in the interim Mr. Niblock will remain in his current role. Such leadership transitions can be inherently difficult to manage, and

Investment-Related Risks
an inadequate transition may cause disruption to our business, including to our relationships with our customers, suppliers, vendors and employees. It may also make it more difficult to hire and retain key employees.

Positively and effectively managing our public image and reputation is critical to our business success, and, if our public image and reputation are damaged, it could negatively impact our relationships with our customers, vendors and store associates and specialists and, consequently, our business and results of operations.
Our public image and reputation are critical to ensuring that our customers shop at Lowe’s, our vendors want to do business with Lowe’s and our sales associates and specialists want to work for Lowe’s. We must continue to manage, preserve and grow Lowe’s public image and reputation. 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 retain and recruit store associates and specialists. 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.

Strategicstrategic transactions such as our acquisition of RONA and Maintenance Supply Headquarters, involve risks, and we may not realize the expected benefits because of numerous uncertainties and risks.
We regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, investments and other growth, market and geographic expansion strategies, with the expectation that these transactions will result in increases in sales, cost savings, synergies and other various benefits. Our ability to deliver the expected benefits from any strategic transaction is subject to numerous uncertainties and risks, including our ability to integrate personnel, labor models, financial, IT and other systems successfully; disruption of our ongoing business and distraction of management; hiring additional management and other critical personnel; and increasing the scope, geographic diversity and complexity of our operations. Effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Additionally, any impairment of goodwill or other assets acquired or divested in a strategic transaction or charges to earnings associated with any
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strategic transaction, may materially reduce our earnings. Our shareholders may react unfavorably to our strategic transactions. We may not realize any anticipated benefits from such transactions, we may be exposed to additional liabilities of any acquired business or joint venture, and we may be exposed to litigation in connection with the strategic transaction. Further, we may finance these strategic transactions by incurring additional debt, which could increase leverage or impact our ability to access capital in the future.


Failure to achieve and maintain a high level of product and service quality could damage our image with customers 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.

We have many competitors who could take sales and market share from us if we fail to execute our merchandising, marketing and distribution strategies effectively, or if they develop a substantially more effective or lower cost means of meeting customer needs, resulting in a negative impact on our business and results of operations.
We operate in a highly competitive market for home improvement products and services and have numerous large and small, direct and indirect competitors.  The principal competitive factors in our industry include convenience, customer service, quality and price of merchandise and services, in-stock levels, and merchandise assortment and presentation.  We face growing competition from online and omni-channel 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. 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.

Our inability to effectively and efficiently manage and maintain our relationships with selected suppliers of brand name products could negatively impact our business operations and financial results.
We form strategic relationships with selected suppliers to market and develop products under a variety of recognized and respected national and international brand names.  We also have relationships with certain suppliers to enable us to sell proprietary products which differentiate us from other retailers. The inability to effectively and efficiently manage and maintain our relationships with these suppliers could negatively impact our business operations and financial results.

Failure of a key vendor or service provider that we cannot quickly replace could disrupt our operations and negatively impact our business, financial condition and results of operations.
We rely upon a number of vendors as the sole or primary source of some of the products we sell.  We also rely upon many independent service providers for technology solutions and other services that are important to many aspects of our business.  Many of these vendors and service providers have certain products or specialized skills needed to support our business concept and our strategies. If these vendors or service providers discontinue operations or are unable to perform as expected or if we fail to manage them properly or we are unable to replace them quickly, our business could be adversely affected, at least temporarily, until we are able to replace them.

If our domestic or international supply chain or our fulfillment network for our products is ineffective or disrupted for any reason, or if these operations are subject to trade policy changes, our results of operations could be adversely affected.
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. We source a large number of our products from foreign manufacturers, with China being the dominant import source. The current United States administration has signaled the possibility of major changes in certain tax and trade policies, tariffs and other regulations affecting trade between the United States and other countries, such as the imposition of additional tariffs or duties on imported products and the exit or renegotiation of certain trade agreements, including the North American Free Trade Act and the rules of the World Trade Organization. While it is not possible to predict whether or when any such changes will occur or what form they may take, because we source a large percentage of our merchandise from outside the United States, major changes in tax or trade policies, tariffs or trade relations 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 United States trade policy and regulations.

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 and currency exchange rates), port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, work stoppages, shipping capacity restraints, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, fluctuations in currency exchange rates and transport availability, capacity and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs. 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.

Failure to effectively manage our third-party installers could result in increased operational and legal risks and negatively impact our business, financial condition and results of operations.
We use 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 the management of the permitting, licensing and quality of our third-party installers. Our failure to effectively manage such requirements, the third-party installers, and our internal processes regarding installation services could result in lost sales, fines and lawsuits, as well as damage to our reputation, which could negatively affect our business.

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 and Mexico. Canada.Our business and results of operations could be negatively affected if we are unable to effectively address these challenges.
We expect continued store growth over the next five yearsoperate stores in CanadaCanada. Expanding and Mexico.  Expandingoperating internationally presents unique challenges that may increase the anticipated costs and risks of operation and expansion and slow the anticipated rate of such expansion. Our future operating results in these countriesCanada or in other countries or regions in which we currently operate or 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
We must comply
The COVID-19 pandemic has affected and is expected to continue to affect our business, results of operations and financial condition.
The effects of the COVID-19 pandemic are highly unpredictable and volatile, and have affected and are expected to continue to affect 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.

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;

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

volatility in the credit and financial markets during and after the pandemic;

the pace of recovery when the pandemic subsides; and

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

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, decreasing housing turnover or home price appreciation, volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, high rates of unemployment, consumer debt levels, outbreak of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters and acts of both domestic and international terrorism. Sales of many of our product categories and services are driven by the activity level of home improvement projects. Adverse development in these factors could result in a decrease in home improvement activity which could reduce demand for our products and services.

Our business could be affected by uncharacteristic or significant weather conditions, including natural disasters and changes in climate, 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; 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 multiplefulfill orders and to communicate with our stores. 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 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 that differ substantially in each area where we operate. Changes in existing orregulations.
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 regulatorysocial events. Changes in, expanded enforcement priorities,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 inabilityproducts; transportation, logistics, international trade, supply chain transparency, taxes, unclaimed property, 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 suchother 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.
Laws and regulations at the local, regional, state, federal and international levels change frequently, and the changes can impose significant costs and other burdens
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Table of compliance on our business and our vendors.  If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to government enforcement action, litigation, damage to our reputation, civil and criminal liability, damages, fines and penalties, and increased cost of regulatory compliance, any of which could adversely affect our results of operations and financial performance. These laws, rules and regulations include, but are not limited to, import and export requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to governmental officials. Although we have implemented policies and procedures to help ensure compliance with these laws, rules and regulations, there can be no certainty that our employees and third parties with whom we do business will not take actions in violation of our policies or laws. Many of these laws, rules and regulations are complex, evolving and are subject to varying interpretations and enforcement actions. Any changes in regulations, the imposition of additional regulations, or the enactment of any new legislation could have an adverse impact, directly or indirectly, on our financial condition and results of operations.  We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or which can result from increased scrutiny from a particular agency towards an industry, country or practice.Contents

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, isare considered material.


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.
Our efforts to provide an omni-channel 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.  Our systems are subject to damage or interruption as a result of catastrophic events, power outages, viruses, malicious attacks, and telecommunications failures, and as a result we may incur significant expense, data loss as well as an erosion of customer confidence. Additionally, we continually make investments in our systems which may introduce disruption. Our financial performance could be adversely affected if our management information systems are seriously disrupted or we fail to properly maintain, improve, upgrade and expand those systems.

Liquidity and access to capital rely on efficient, rational and open capital markets and are dependent on Lowe’s credit strength.Our inability to access capital markets could negatively affect our business, financial performance and results of operations.
We have relied on the public debt markets to fund portions of our capital investments and the commercial paper market and bank credit facilities to fund our working capital needs. Our access to these markets depends on our strong credit ratings, the overall condition of debt capital markets and our operating performance. Disruption in the financial markets or an erosion of our credit strength or declines on our credit rating could impact negatively our ability to meet capital requirements or fund working capital needs.


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, decreasing housing turnover or home price appreciation, volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, high rates of unemployment, consumer debt levels, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, and acts of both domestic and international terrorism. Sales of many of our product categories and services are driven by the activity level of home improvement projects. Adverse development in these factors could result in a decrease in home improvement activity which could reduce demand for our products and services.

Item 1B - Unresolved Staff Comments


None.


Item 2 - Properties
 
At February 2, 2018,January 29, 2021, our properties consisted of 2,1521,974 stores in the U.S., and Canada and Mexico with a total of approximately 215208 million square feet of selling space.  Of the total stores operating at February 2, 2018,January 29, 2021, approximately 79%84% are owned, which includes stores on leased land, with the remainder being leased from third parties.  We also operate regional distribution centers and other facilities to support distribution and fulfillment, as well as data centers and various support offices.  Our executive offices are located in Mooresville, North Carolina.


Item 3 - Legal Proceedings


The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on its results of operations, financial position, or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.


Item 4 - Mine Safety Disclosures


Not applicable.


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INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT


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.years unless otherwise noted. Each executive officer of the registrant is elected by the board of directors. Each executive officer of the registrant holds office from the date of election until a successor is elected or until his or her death, resignation or removal.


On March 26, 2018, we announced that Robert A. Niblock plans to retire as Chairman of the Board, President and Chief Executive Officer after a 25-year career with the Company. The board of directors has initiated a search for his successor, and in the interim Mr. Niblock will remain in his current role.

NameAgeTitle
Marvin R. Ellison56President and Chief Executive Officer since July 2018; 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.
NameWilliam P. BoltzAge58TitleExecutive 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.
Robert A. Niblock55Chairman of the Board,
David M. Denton55Executive Vice President and Chief Executive Officer since 2011.
Marshall A. Croom57Chief Financial Officer since MarchNovember 2018; Executive Vice President and Chief Financial Officer, CVS Health Corporation (a pharmacy innovation company), 2010 – November 2018.
Janice Dupré56Executive Vice President, Human Resources since June 2020; Senior Vice President, Talent Management & Diversity and Global Chief Diversity Officer, January 2020 – June 2020; Vice President, Leadership Development and Global Chief Diversity Officer, November 2017 – January 2020; Vice President of Diversity & Inclusion, McKesson Corporation (a healthcare company), June 2015 – October 2017.
Donald E. Frieson62Executive Vice President, Supply Chain since August 2018; Executive Vice President, Operations, Sam’s Club (a general merchandise retailer), 2014 – 2017; Chief Risk Officer,Senior Vice President, Replenishment, Planning and Real Estate, Sam’s Club, 2012 – March 2017.2014.
Matthew V. HollifieldSeemantini Godbole51Executive Vice President, Chief Information Officer since November 2018; Senior Vice President, Technology and Digital, Target Corporation (a department store retailer), January 2017 – November 2018; Vice President, Technology and Digital, Target Corporation, 2013 – December 2016.
Dan C. Griggs, Jr.43Senior Vice President, Tax and Chief Accounting Officer since 2005.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.
Richard D. Maltsbarger42
Chief Operating Officer since February 2018; Chief Development Officer and President of International, 2015 –February 2018; Chief Development Officer, 2014 – 2015; Business Development Executive, 2012 – 2014.
Ross W. McCanless6063
Chief Legal OfficerExecutive Vice President, General Counsel and Corporate Secretary since 2017; Chief Legal Officer, Secretary and Chief Compliance Officer, 2016 –2017; 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; Chief Legal Officer, HVM, L.L.C., 2012 – 2013.
2014.
Michael P. McDermottJoseph M. McFarland III4851Chief Customer Officer since 2016; Chief Merchandising Officer, 2014 – 2016; Senior Vice President and General Merchandising Manager – Building and Maintenance, 2013 – 2014; Sales Leader – Appliances, General Electric Company, 2011 – 2013.
N. Brian Peace52Corporate Administration Executive since 2012.
Paul D. Ramsay

53Chief Information Officer since 2014; Senior Vice President, Information Technology, 2011 – 2014.
Jennifer L. Weber51Chief Human Resources Officer since 2016; Executive Vice President, External Affairs and Strategic Policy, Duke Energy Corporation, 2014 – 2016;Stores since August 2018; Executive Vice President and Chief Human ResourcesCustomer Officer, Duke EnergyJ.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. Thalberg51Executive Vice President, Chief Brand and Marketing Officer since February 2020; Global Chief Brand Officer, Taco Bell Corporation 2011(a fast-food company), January 20182014.February 2020; Chief Marketing Officer, Taco Bell Corporation, January 2016 – January 2018; Chief Brand Engagement Officer, Taco Bell Corporation, May 2015 – January 2016; Vice President, Corporate Digital and Content Marketing Worldwide, The Estée Lauder Companies (a beauty products company), 2007 – May 2015.



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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 29, 2018,19, 2021, there were 22,92621,657 holders of record of Lowe’s common stock. The following table sets forth, for the periods indicated, the high and low sales prices per share of the common stock as reported by the NYSE Composite Tape and the dividends per share declared on the common stock during such periods.
 Fiscal 2017 Fiscal 2016
 High Low Dividend High Low Dividend
1st Quarter$86.00
 $72.11
 $0.35
 $77.63
 $62.62
 $0.28
2nd Quarter86.25
 71.58
 0.41
 83.65
 74.56
 0.35
3rd Quarter82.74
 70.76
 0.41
 82.68
 66.71
 0.35
4th Quarter108.98
 77.14
 0.41
 76.47
 64.87
 0.35


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 February 1, 2013January 29, 2016 in the Company’s common stock and each of the indices.


low-20210129_g2.jpg
1/29/20162/3/20172/2/20182/1/20191/31/20201/29/2021
Lowe’s$100.00 $102.27 $141.64 $135.51 $162.21 $232.84 
S&P 500100.00 121.06 148.46 148.38 180.37 211.48 
S&P Retail Index$100.00 $116.33 $164.08 $176.14 $210.51 $295.76 

16

 2/1/2013
 1/31/2014
 1/30/2015
 1/29/2016
 2/3/2017
 2/2/2018
Lowe’s$100.00
 $121.96
 $181.46
 $194.85
 $202.83
 $286.15
S&P 500100.00
 120.30
 137.42
 136.50
 165.26
 202.66
S&P Retail Index$100.00
 $123.90
 $147.13
 $170.01
 $197.77
 $278.96
Table of Contents


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 2017:2020:
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 
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.
2On December 9, 2020, the Company announced that its Board of Directors authorized an additional $15.0 billion of share repurchases, in addition to the $10.0 billion of share repurchases authorized by the Board of Directors in December 2018, with no expiration.

 
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

November 4, 2017 – December 1, 20171,677,589
 $79.14
 1,677,580
 $1,943,395,179
December 2, 2017 – January 5, 2018931
 88.59
 
 1,943,395,179
January 6, 2018 – February 2, 2018570
 103.70
 
 6,943,395,179
As of February 2, 20181,679,090
 $79.16
 1,677,580
 $6,943,395,179
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 January 27, 2017, the Company announced that its Board of Directors authorized a $5.0 billion repurchase program with no expiration. On January 26, 2018, the Company announced that its Board of Directors authorized an additional $5.0 billion of share repurchases with no expiration.

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 
Selected Statement of Earnings Data
(In millions, except per share data)
2017
 
2016 1, 2

 2015
 2014
 2013
Net sales$68,619
 $65,017
 $59,074
 $56,223
 $53,417
Gross margin23,409
 22,464
 20,570
 19,558
 18,476
Operating income6,586
 5,846
 4,971
 4,792
 4,149
Net earnings3,447
 3,093
 2,546
 2,698
 2,286
Basic earnings per common share4.09
 3.48
 2.73
 2.71
 2.14
Diluted earnings per common share4.09
 3.47
 2.73
 2.71
 2.14
Dividends per share$1.58
 $1.33
 $1.07
 $0.87
 $0.70
Selected Balance Sheet Data         
Total assets$35,291
 $34,408
 $31,266
 $31,721
 $32,471
Long-term debt, excluding current maturities$15,564
 $14,394
 $11,545
 $10,806
 $10,077
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.
1
Fiscal 2016 contained 53 weeks, while all other years contained 52 weeks.
2Fiscal 2016 includescontained 53 weeks, while all other years contained 52 weeks.
3Effective February 2, 2019, the acquisitionCompany 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 RONA inc. See Note 2adoption 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 the consolidated financial statements includedbe presented under accounting standards in this Annual Report.effect in those periods.



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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-year period ended February 2, 2018January 29, 2021 (our fiscal years 2017, 20162020, 2019, and 2015)2018).   Fiscal year 2016 contains 53 weeks of operating results compared to fiscal years 2017 and 2015 which contain 52 weeks.  Unless otherwise noted, all references herein for the years 2017, 20162020, 2019, and 20152018 represent the fiscal years ended February 2, 2018, February 3, 2017 and January 29, 2016,2021, January 31, 2020, and February 1, 2019, respectively.  We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements included in this Annual Report that have been prepared in accordance with accounting principles generally accepted in the United States of America.  This discussion and analysis is presented in six 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 2017 were $68.6 billion, a 5.5% increasefiscal 2020 increased 24.2% over fiscal year 2016.2019 to $89.6 billion. The increase in total sales was driven primarily by an increase in comparable sales, the addition of RONA in May of 2016, new stores, and the acquisition of Maintenance Supply Headquarters in June 2017, partiallyprimarily offset by the 53rd week impactsa decrease in the prior year.sales due to closed stores. Comparable sales increased 4.0%,26.1% over fiscal year 2019, driven by aan increase in comparable transactions of 14.0% and an increase in comparable average ticket increase of 4.1% and a comparable transaction decrease of 0.1%. RONA, new stores, and Maintenance Supply Headquarters contributed 2.2%, 0.7% and 0.3%, respectively, to the sales growth for 2017. The 53rd week in 2016 and resulting week shift negatively impacted 2017 sales growth by 1.3%12.1%. Net earnings for fiscal 2020 increased 11.5%36.3% to $3.4$5.8 billion. Diluted earnings per common share increased 17.9%41.3% in fiscal year 20172020 to $4.09$7.75 from $3.47$5.49 in 2016.2019. Included in the fiscal 2020 results is a $1.1 billion pre-tax loss on extinguishment of debt from cash tender offers to purchase and retire an aggregate principal amount of $3.0 billion in outstanding notes with a weighted average interest rate of 4.80%. The Company funded the cash tender offers with a $4.0 billion issuance of unsecured notes with a weighted average interest rate of 2.17%. These efforts took advantage of a favorable interest rate environment to reduce our long-term interest expense. Also included in the results for fiscal 2020 and 2019 are operating costs related to the Canada restructuring actions. Adjusting 20172020 and 20162019 amounts for certain significantthese discrete items not originally contemplated in the business outlooks for those respective years, adjusted diluted earnings per common share increased 10.0%54.4% in fiscal year 20172020 to $4.39$8.86 from $3.99$5.74 in 20162019 (see discussion on the non-GAAP financial measures beginning on page 22) discussion).


For 2017,2020, cash flows from operating activities were approximately $5.1$11.0 billion, with $1.1$1.8 billion used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased 39.1 million shares$5.0 billion of common stock through the share repurchase program for $3.1 billion and paid $1.3$1.7 billion in dividends during the year.


In 2020, we experienced unprecedented customer demand as the consumer mindset turned its focus to the function and enjoyment of their home. During the COVID-19 pandemic, the home has become a residence, a home school, a home office and the primary location for recreation and entertainment. Due to our execution of the Company’s retail fundamentals strategy announced in 2018, which focused on merchandising excellence, supply chain transformation, operational efficiency, and customer engagement, we leveraged our improved operating capabilities to quickly respond to the global health crisis and meet customer demands.

The COVID-19 pandemic changed the way customers shop with Lowe’s. In an effort to enhance our omni-channel capabilities and to offer options to meet our customer’s needs, we rapidly rolled out curbside pickup in the first quarter. We then launched mobile check-in for curbside pickup along with an internal order picking app to improve associates’ speed and accuracy in fulfilling orders, and began the launch of touchless buy online pickup in store (BOPIS) lockers. We also continue to enhance our mobile app to 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.

To provide customers with a more intuitive shopping experience and better align our product adjacencies, especially for Pro customers, we made a significant merchandising investment to reset the layout of our U.S. stores (U.S. Stores Reset). The U.S. Stores Reset provides a faster shopping experience, increases localized product assortments by eliminating unproductive bays
18

Table of Contents
which opens up space for new products better tailored to the local market, and drives more transactions by moving the basket-building category of cleaning products to the main power aisle of the store. The Company incurred approximately $260 million of incremental expense in 2020, which is reflected within selling, general and administrative (SG&A) expenses in the consolidated statement of earnings, with approximately 95% of the resets complete as of the end of the fiscal year.

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 focused on investinginvested nearly $1.3 billion in capabilitiesCOVID-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 DIY, DIFM,month of April, and Pro customers’ needs and expanding our home improvement reach. We made further progress on advancing our customer service capabilities through our omni-channel assets, empowering customers across the most relevant moments of their project journey. We leveraged our investments in Lowes.com to provide an upgraded online shopping experience and advanced our online platform by making it easieremergency paid leave for customers to engage with our in-home Project Specialists and request services online. Our Project Specialists represent a critical element of our omni-channel offering and a differentiated capability in capturing project demand for the DIFM customer.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 continuedunveiled our Total Home strategy, which is our commitment to build uponproviding 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 strong foundation withTotal Home strategy will enhance customer engagement and grow market share by intensifying our focus on the Pro customer, by focusingexpanding our online business, modernizing installation services, improving localization efforts, and elevating our product assortment.

In the coming year, we remain focused on our breadthgrowing market share, improving operating profitability, and depth of inventory, portfolio of brands, and enhancing digital focus on LowesForPros.com. The acquisition of Maintenance Supply Headquarters during 2017, in addition to the Central Wholesalers, Inc. acquisitiondriving sustainable growth. While there is uncertainty in the prior year, will provide an opportunity to improve and expand our ability to serve the multi-family housing industry. We also continued to make progress on the integration of RONA, including the roll-out of Appliances to approximately 100 locations as well as further optimizing our shared supplier relationships and procurement efforts. During 2017, we converted five RONA stores to a Lowe’s-branded store as part of our initiative to convert certain larger format locations, where we are combining the best elements of Lowe’s store experience, merchandising, and brands with RONA’s strong Pro offerings.

While we are pleased with the strategic milestones we achieved this year, we are actively working to improve conversion, gross margin, and inventory management to ensure greater success in the future. We will be taking the necessary actions to transform our supply chain, better empower our associates through training programsmarket and the re-engineering of key processes such as Pick Up In Storehome improvement sector, we believe we have the flexibility to manage and centralized project quoting, and continue to deliver compelling product experiences.


In 2018, we look to capitalize on a strong macroeconomic environment and see an opportunity to invest incremental cash flow from corporate tax reform to accelerateadapt our strategic priorities. We will be focusing our investments on the following six strategic areas to build upon our strong foundation which will be instrumental to further strengthening our competitiveness and enhancing our position as the omni-channel project authority:

We are focusing on leveraging analytics to know the customer and their homes better, understanding their plans and designing better solutions to help them navigate their project journey.
We are improving how we engage, connecting with customers and associates through relevant tools and personalized messages through our enhanced marketing management platform. We will better empower our associates by deploying more user-friendly interfaces allowing our associates to better serve customers.
We are expanding our fulfillment options to better serve customers’ needs and expectations including investingbusiness in a new direct fulfillment center which will allow for the expansiondynamic economic environment.
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Table of our online product offering and faster parcel shipping, investing in delivery capacity to meet increased demand, and advancing our Pick Up In Store experience to allow customers and our installation service providers to pick up products quickly.Contents
We are continuing to deliver compelling product experiences to provide inspiration and personalized choices through a combination of strategic brands and differentiated store experiences.
We are investing to improve the Pro experience in order to grow our Pro sales and expand our market share including building on our strength with the maintenance, repair & operations customer and increasing relevance with specialty trades and repair/re-modelers.
We are providing a differentiated service offering for the DIFM customer, delivering complete home improvement project solutions through our in-home sales platform.

Through these six strategic areas, we are focusing our resources on what is most relevant to the customer, building the capabilities required to deliver simple and seamless omni-channel experiences for DIY, DIFM, and Pro customers and engaging them in the moments that matter most.



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
202020192020 vs. 20192020 vs. 2019
Net sales100.00 %100.00 %N/A24.2 %
Gross margin33.01 31.80 121 28.9 
Expenses:
Selling, general and administrative20.68 21.30 (62)20.6 
Depreciation and amortization1.56 1.75 (19)10.9 
Operating income10.77 8.75 202 52.8 
Interest – net0.95 0.96 (1)22.9 
Loss on extinguishment of debt1.18 — 118 N/A
Pre-tax earnings8.64 7.79 85 37.6 
Income tax provision2.13 1.86 27 41.8 
Net earnings6.51 %5.93 %58 36.3 %
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, the Company changed the basis in which it presents the comparable sales metric. The current metric is presented on a transacted basis when tender is accepted from a customer. Prior to this change, the Company’s comparable sales metric was based on when control of the good or service passed to the customer, which included timing impacts of deferred sales. The purpose of the change was to align the metric with how the Lowe’s management team evaluates the business throughout the year and views performance relative to peers. For the fiscal year ended January 29, 2021, the impact of excluding deferred sales increased the comparable sales metric by 62 basis points. For the fiscal year ended January 31, 2020, the impact of excluding deferred sales decreased the comparable sales metric by 7 basis points. For the fiscal year ended February 1, 2019, the impact of excluding deferred sales decreased the comparable sales metric by 20 basis points. The comparable sales metric for the fiscal years ended January 31, 2020 and February 1, 2019, has been recast to conform to the current year presentation.

20

   
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year1

 
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year1

 2017 2016 2017 vs. 2016
 2017 vs. 2016
Net sales100.00% 100.00% N/A
 5.5 %
Gross margin34.11 34.55 (44) 4.2
Expenses:       
Selling, general and administrative22.40 23.27 (87) 1.6
Depreciation and amortization2.11 2.29 (18) (2.8)
Operating income9.60 8.99 61
 12.6
Interest - net0.92 0.99 (7) (2.0)
Loss on extinguishment of debt0.68  68
 N/A
Pre-tax earnings8.00 8.00 
 5.5
Income tax provision2.98 3.24 (26) (3.2)
Net earnings5.02% 4.76% 26
 11.5 %
        
   
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year1

 
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year1

 2016 2015 2016 vs. 2015
 2016 vs. 2015
Net sales100.00% 100.00% N/A
 10.1 %
Gross margin34.55 34.82 (27) 9.2
Expenses:       
Selling, general and administrative23.27 23.88 (61) 7.2
Depreciation and amortization2.29 2.53 (24) (0.3)
Operating income8.99 8.41 58
 17.6
Interest - net0.99 0.93 6
 16.9
Pre-tax earnings8.00 7.48 52
 17.7
Income tax provision3.24 3.17 7
 12.6
Net earnings4.76% 4.31% 45
 21.5 %
1
The fiscal year ended February 3, 2017 had 53 weeks. The fiscal years ended February 2, 2018 and January 29, 2016 had 52 weeks.

Other Metrics202020192018
Comparable sales increase 1
26.1 %2.6 %2.2 %
Total customer transactions (in millions)1,046 921 941 
Average ticket 2
$85.67 $78.36 $75.79 
At end of year:
Number of stores1,974 1,977 2,015 
Sales floor square feet (in millions)208 208 209 
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 %
Return on invested capital 6
27.7 %19.9 %11.2 %

1    A comparable location is defined as a retail location that has been open longer than 13 months. A location that is identified for relocation is no longer considered comparable in the month of its relocation.  The relocated location must then remain open longer than 13 months to be considered comparable.  A location we have decided to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Comparable sales include online sales, which positively impacted fiscal 2020, fiscal 2019, and fiscal 2018 by approximately 565 basis points, 25 basis points, and 80 basis points, respectively.
2    Average ticket is defined as net sales divided by the total number of customer transactions.
Other Metrics2017
 2016
 2015
Comparable sales increase 2
4.0% 4.2% 4.8%
Total customer transactions (in millions) 1
953
 945
 878
Average ticket 3
$72.00
 $68.83
 $67.26
At end of year:     
Number of stores 4
2,152
 2,129
 1,857
Sales floor square feet (in millions)215
 213
 202
Average store size selling square feet (in thousands) 5
100
 100
 109
Return on average assets 6
9.5% 8.9% 7.8%
Return on average shareholders’ equity 7
59.2% 44.4% 28.8%
Return on invested capital 8
18.8% 15.8% 14.1%
3    Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period. The average Lowe’s-branded home improvement store has approximately 112,000 square feet of retail selling space.
1
The fiscal year ended February 3, 2017 had 53 weeks. The fiscal years ended February 2, 2018 and January 29, 2016 had 52 weeks.
2
A comparable location is defined as a 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. Acquired locations are included in the comparable sales calculation beginning in the first full month following the first anniversary of the date of the acquisition. Comparable sales include online sales, which positively impacted fiscal 2017 by approximately 120 basis points. The comparable store sales calculation for fiscal 2016 included in the preceding table was calculated using sales for a comparable 53-week period.
3
Average ticket is defined as net sales divided by the total number of customer transactions.
4
The number of stores as of February 3, 2017 includes 245 stores acquired in the acquisition of RONA.
5
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.
6
Return on average assets is defined as net earnings divided by average total assets for the last five quarters.
7
Return on average shareholders’ equity is defined as net earnings divided by average shareholders’ equity for the last five quarters.
8
4    Return on average assets is defined as net earnings divided by average total assets for the last five quarters.
5    Return on average shareholders’ equity is defined as net earnings divided by average shareholders’ equity for the last five quarters.
6    Return on invested capital is a non-GAAP financial measure. See below for additional information and a reconciliation to the most comparable GAAP measure.

Non-GAAP Financial Measures

Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. We believe ROIC is a meaningful metric for investors because it represents management’s measure of how effectively the Company is using capitalNet earnings to generate profits. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC.  Accordingly, the method used by our management to calculate ROIC may differ from the methods other companies use to calculate their ROIC.  We encourage you to understand the methods used by another company to calculate its ROIC before comparing its ROIC to ours.

We define ROIC as trailing four quarters’ net operating profit after tax (NOPAT) divided by the average of ending debt and equity for the last five quarters. NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure to NOPAT. The calculationratio. See below for additional information and reconciliations of ROIC, together with a reconciliation of NOPAT to net earnings, the most comparable GAAP financial measure, is as follows:non-GAAP measures.


(In millions, except percentage data)2017
 2016
 2015
Calculation of Return on Invested Capital     
Numerator     
Net earnings$3,447
 $3,093
 $2,546
Plus:     
Interest expense - net633
 645
 552
Loss on extinguishment of debt464
 
 
Provision for income taxes2,042
 2,108
 1,873
Net operating profit6,586
 5,846
 4,971
Less:     
Income tax adjustment 1
2,450
 2,370
 2,058
Net operating profit after tax$4,136
 $3,476
 $2,913
      
Denominator     
Average debt and equity 2
$21,999
 $21,958
 $20,693
      
Return on invested capital18.8% 15.8% 14.1%
Non-GAAP Financial Measures
1
Income tax adjustment is defined as net operating profit multiplied by the effective tax rate, which was 37.2%, 40.5%, and 42.4% for 2017, 2016, and 2015, respectively.
2
Average debt and equity is defined as average debt, including current maturities and short-term borrowings, plus total equity for the last five quarters.


Adjusted Diluted Earnings Per Share

Adjusted diluted earnings per share is considered a non-GAAP financial measure. The CompanyManagement believes this non-GAAP financial measure provides useful insight for analysts and investors in evaluating what management considers the Company’s core financial performance. Adjusted diluted earnings per share excludes the impact of certain discrete items not contemplated in the Company’s business outlooks for 2017, 2016,2020 and 2015.2019. Unless otherwise noted, the income tax effect of these adjustments is calculated using the marginal rates for the respective periods.


Fiscal 2020 Impacts
In the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, and in the fourth quarter of fiscal 2019, the Company announced additional restructuring actions to improve future performance and profitability of its Canadian operations. As a result of these actions, the Company recognized pre-tax operating costs of $45 million related to inventory write-downs and other closing costs in fiscal 2020 (Canada restructuring).

In the third quarter of fiscal 2020, the Company recognized a $1.1 billion loss on extinguishment of debt in connection with the cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes (Loss on extinguishment of debt).

Fiscal 2019 Impacts
Prior to the beginning of fiscal 2019, the Company announced its intention to exit its Mexico retail operations and had planned to sell the operating business. However, in the first quarter of fiscal 2019, after an extensive market evaluation, the decision was made to instead sell the assets of the business. That decision resulted in an $82 million tax benefit. Additionally, the Company recognized $35 million of pre-tax operating costs associated with the exit and ongoing wind-down of the Mexico retail operations in fiscal 2019 (Mexico adjustments).

During the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations 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
21

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 for this or similar non-GAAP financial measures. Accordingly, these non-GAAP measuresand may not be comparablecomparable.
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 

Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. Management believes ROIC is a meaningful metric for analysts and investors as a measure of how effectively the Company is using capital to generate profits. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC.  Accordingly, the measuresmethod 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 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)202020192018
Calculation of Return on Invested Capital
Numerator
Net earnings$5,835 $4,281 $2,314 
Plus:
Interest expense – net848 691 624 
Operating lease interest171 195 206 
Loss on extinguishment of debt1,060 — — 
Provision for income taxes1,904 1,342 1,080 
Lease adjusted net operating profit9,818 6,509 4,224 
Less:
Income tax adjustment 1
2,416 1,554 1,344 
Lease adjusted net operating profit after tax$7,402 $4,955 $2,880 
Denominator
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 %
1    Income tax adjustment is defined as net operating profit multiplied by the effective tax rate, which was 24.6%, 23.9%, and 31.8% for 2020, 2019, and 2018, respectively.
2    Average debt and 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 equity.
22

 2017 2016 2015
 Pre-Tax Earnings Tax Net Earnings Pre-Tax Earnings Tax Net Earnings Pre-Tax Earnings Tax Net Earnings
Diluted earnings per share, as reported    $4.09
     $3.47
     $2.73
Non-GAAP Adjustments - per share impacts                 
Impact of tax reform 1

 0.02
 0.02
 
 
 
 
 
 
One-time cash bonus attributable to tax reform 2
0.08
 (0.03) 0.05
 
 
 
 
 
 
Gain on sale of interest in Australian joint venture 3
(0.11) 
 (0.11) 
 
 
 
 
 
Loss on extinguishment of debt 4
0.55
 (0.21) 0.34
 
 
 
 
 
 
Severance-related costs 5

 
 
 0.09
 (0.03) 0.06
 
 
 
IRC Section 987 charge 6

 
 
 
 0.04
 0.04
 
 
 
Premium paid to acquire noncontrolling interest 7

 
 
 
 
 0.02
 
 
 
Net gain on foreign currency hedge 8

 
 
 (0.09) 0.04
 (0.05) 
 
 
Australian joint venture impairment 9

 
 
 0.33
 
 0.33
 0.56
 
 0.56
Project write-offs 10

 
 
 0.11
 (0.04) 0.07
 
 
 
Orchard Supply Hardware goodwill and long-lived asset impairment 11

 
 
 0.08
 (0.03) 0.05
 
 
 
Adjusted diluted earnings per share    $4.39
     $3.99
     $3.29
                  
1
Represents the net impact related to the passage of the Tax Cuts and Jobs Act of 2017.
2
Represents the one-time cash bonus for eligible hourly employees attributable to the passage of the Tax Cuts and Jobs Act of 2017.
3
Represents the gain from the sale of the Company’s interest in its Australian joint venture with Woolworths. This gain had no impact on the Company’s income tax provision due to the reduction of a previously established deferred tax valuation allowance.
4
Represents the loss on extinguishment of debt in connection with a $1.6 billion cash tender offer.
5
Represents the costs associated with the Company’s organizational changes in the stores, distribution centers, and corporate offices.
6
Represents tax charge primarily related to the issuance of Internal Revenue Code Section 987 final and temporary regulations in 2016.
7
Represents the premium paid to RONA’s preferred shareholders. Under the two-class method, the premium paid was deducted from net earnings to compute net earnings allocable to common shareholders.
8
Represents the net settlement of a foreign currency hedge entered into in advance of the Company’s acquisition of RONA during 2016.
9
Represents impairment charges related to the Company’s Australian joint venture with Woolworths. The charge had no impact on the Company’s income tax provision due to the establishment of a full deferred tax valuation allowance.
10
Represents charges recognized in 2016 for projects canceled as a part of the Company’s ongoing review of strategic initiatives.
11
Represents impairment charges associated with the Company’s Orchard Supply Hardware operations as part of a strategic reassessment of this business during 2016.


Fiscal 20172020 Compared to Fiscal 20162019


For the purpose of the following discussion, comparable store sales, comparable store average ticket and comparable store customer transactions are based upon comparable 52-week periods.

Net Sales – Net sales increased 5.5%24.2% to $68.6$89.6 billion in 2017.2020. The increase in total sales was driven primarily by 4.0% comparable sales growth,growth. Comparable sales increased 26.1% over the addition of RONA during the second quarter of 2016 (2.2%), new stores (0.7%), and the acquisition of Maintenance Supply Headquarters (0.3%), partially offsetsame period, driven by the impact of the 53rd week in 2016 and resulting week shift in 2017 (1.3%). RONA retail sales are includeda 14.0% increase in comparable sales beginning in Q2 2017. The comparable sales increase of 4.0% in 2017 was driven primarily bycustomer transactions and a 4.1%12.1% increase in comparable average ticket offset by a 0.1% decrease in comparable customer transactions.ticket. Comparable sales increases during each quarter of the fiscal year, as reported, were 1.9%11.2% in the first quarter, 4.5%34.2% in the second quarter, 5.7%30.1% in the third quarter, and 4.1%28.1% in the fourth quarter.



All of our product categories experienced comparable sales increases for the year. During 2017,2020, we experienced comparable sales increases in all 15 product categories, and broad-based growth with both DIY and Pro customers. Comparable sales were above the companyCompany average in Appliances, Lumber, Lawn & Building Materials, Rough PlumbingGarden, Paint, Seasonal & Electrical,Outdoor Living, Tools, and Tools & Hardware. Strong brandDécor. Lumber experienced strong performance driven by strong unit demand from both DIY and service advantages in Appliances,Pro customers, as well as our continued investmentbenefits from improved investments in customer experience both in-storejob lot quantities and online, drove strong comparable sales duringcommodity inflation. As customers focused on the year. Lumberhome this year, Lawn & Building Materials benefited from an increased demand for hurricane-related products, an increase in Pro demand, and inflation. We also achieved strong comparable sales in Rough Plumbing & ElectricalGarden, Paint, and Tools experienced significant increases from indoor and outdoor DIY friendly home projects and improvements. Lawn & HardwareGarden also saw benefit due to COVID-19 preparation in cleaning. Seasonal & Outdoor Living saw increased sales driven by continued improvementsfavorable weather, and Décor delivered strong performance in brand relevancehome accents and demand from the Pro customer.home organization as customers continue to look for impactful DIY projects. Geographically, all of our 1415 U.S. regions experienced positive comparable store sales.sales of at least 20%, while Canada delivered comparable sales of 15%.


During the fourth quarter of 2017,2020, we also experienced comparable sales increases in nine of 11all 15 product categories, as well as flat comparable sales in Lawn & Garden and Fashion Fixtures.categories. Comparable sales increases were above the company average in Appliances, Lumber, Seasonal & Outdoor Living, Lawn & Garden, Paint, Building Materials, Rough Plumbing & Electrical, and Tools & Hardware. Strong brandDécor. Lumber led the sales performance due to strong demand with Pro and service advantages in Appliances,DIY customers as well as our continued investment in customer experience both in-store and online, drove double digit comparable salescommodity inflation. Seasonal & Outdoor Living experienced strong performance during the quarter. We achieved strong comparable sales in Lumberholiday 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 driven by continued recovery efforts from Hurricane Irma and Harvey, inflation, andMaterials saw strong demand fromwith the Pro customer. Our holiday performance combined with our strategy to serve demand for critical items customers needed during colder temperaturescustomer, particularly in roofing and winter storms drove performance in Rough Plumbing & Electrical and Tools & Hardware.gutters. Geographically, 13 of 14all 15 U.S. regions experienced increases in fourth quarter comparable sales.sales of at least 19%, and Canada delivered increased comparable sales of 18%.


Gross Margin – Gross margin as a percentage of 34.11%sales for 2017 represented a 442020 increased 121 basis point decrease from 2016.points compared to 2019. Gross margin was negativelypositively impacted by approximately 235 basis points of total rate improvement driven by continued improvements in our 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 competitive actions, approximately 10product mix, 20 basis points of deleverage from inventory shrink, and 20 basis points of deleverage due to mix of products sold, and approximately 10 basis points due to damaged, clearance and non-productive inventory.tariff pressure.


During the fourth quarter of 2017,2020, gross margin of 33.73% decreased 68increased 70 basis points as a percentage of sales. Gross margin was negativelypositively impacted by approximately 45145 basis points due toof total rate pressures associated with damaged, clearanceimprovement driven by continued improvements in our pricing, cost management, and non-productive inventory,promotional strategies as well as competitive actions, and inflation in lumber. In addition, gross margin was negatively impacted by approximately 1080 basis points of leverage due to mixprior year impact of products soldstore closures and approximately 10inventory 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 higher shrink rates.product mix, and 20 basis points of deleverage from lower credit revenue.


SG&A – SG&A expense for 20172020 leveraged 8762 basis points as a percentage of sales compared to 2016.2019. This was primarily driven by 59 basis points of leverage attributable to the prior year non-cash impairment charge related to the investment in the Australian joint venture and the current year sale of our interest in the Australian joint venture, 27115 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 primarily duerelated to the Company’s Canadian restructuring, which included prior year write-off of canceled technology-enabled projects, and 12 basis points of leverage associated with goodwill and long-lived asset impairments related to Orchard operations in the prior year.impairment, severance and other costs as well as current year closing costs. These were partially offset by 13 basis points of135 deleverage in outside delivery due to shifting a portion of our deliveriesCOVID-19 related expenses, including discretionary bonuses paid to third party providers in order to meethourly front-line employees, emergency paid leave, and increased demand in Appliances, 12cleaning costs and other safety-related programs, and 30 basis points of deleverage due to the prior year settlement of the foreign currency option contract entered into in advance of the RONA acquisition, and 10 basis points of deleverage in risk insurance.our U.S. Stores Reset.     


For the fourth quarter of 2017,2020, SG&A expense deleveraged 29leveraged 63 basis points as a percentage of sales compared to the fourth quarter of 2016.2019. This was primarily driven by 42130 basis points of deleverageleverage in retail operating salaries due to the one-time Tax Reform bonus, 21increased sales and improved store operating efficiencies, 30 basis points of deleverageleverage in outside delivery dueoccupancy related to a shift in our delivery strategy,increased sales and 14decreased lease expense, 25 basis points of deleverageleverage 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 a resultwell as current year closing costs, and 15 basis points of our effortsleverage in utilities related to amplify consumer messaging.efficiency upgrades. These were partially offset by 5380 basis points deleverage due
23

to COVID-19 related expenses, including hourly front-line employee bonus, emergency paid leave, and relatedincreased cleaning costs in the prior year for organizational changes in the stores, distribution centers, and corporate offices, 32other safety-related programs, and 75 basis points in incentive compensationdeleverage due to lower attainment levels compared to the prior year, and 21 basis points of leverage in employee insurance costs. Certain other costs also deleveraged as a result of the week shift related to the 53rd week in the prior fiscal year.our U.S. Stores Reset.


Depreciation and Amortization – Depreciation and amortization expense leveraged 1819 basis points for 20172020 as a percentage of sales compared to 2016 primarily2019, driven by increased sales in the current year. Depreciation and amortization expense increased year over year due to incremental depreciation related to investments in the increase in sales and assets becoming fully depreciated partially offset by the incremental expense due to the acquisition of Maintenance Supply Headquarters.business. Property, less accumulated depreciation, decreasedincreased to $19.7$19.2 billion at February 2, 2018,January 29, 2021, compared to $19.9$18.8 billion at February 3, 2017.January 31, 2020.  As of February 2, 2018January 29, 2021, and February 3, 2017,January 31, 2020, we owned 79%84% of our stores, which included stores on leased land.


Depreciation and amortization expense for the fourth quarter of 2017 was flat compared to the prior year.


Interest – Net – Net interest expense is comprised of the following:
(In millions)20202019
Interest expense, net of amount capitalized$859 $706 
Amortization of original issue discount and loan costs13 12 
Interest income(24)(27)
Interest – net$848 $691 
(In millions)2017
 2016
Interest expense, net of amount capitalized$638
 $647
Amortization of original issue discount and loan costs11
 10
Interest income(16) (12)
Interest - net$633
 $645


Net interest expense decreased in 20172020 leveraged one basis point primarily as a result of increased sales in the cash tender offer to purchase and retire $1.6 billion aggregate principal amount of our outstanding notes, the payoff of scheduled debts at maturity, and the favorable settlement of accruedcurrent year, offset by interest expense related to uncertain tax issues. These were partially offset by the issuance of $4.0 billion unsecured notes in April 2016March 2020 and May 2017, respectively.$4.0 billion unsecured notes in October 2020.


Loss on Extinguishment of Debt - During the firstthird quarter of 2017,2020, we repurchased and retired $1.6$3.0 billion aggregate principal amount of our outstanding debt resulting in a loss on extinguishment of debt of $464 million.$1.1 billion.


Income Tax Provision - Our effective income tax rate was 37.2%24.6% in 20172020 compared to 40.5%23.9% in 2016. During 2017,2019. For 2019, the Companyrate was favorably impacted by the passage of the Tax Cuts and Job Act (the Tax Act), which provided a reduction in the statutory Federal rate from 35% to 21%. The effective date of January 1, 2018, resulted in the usage of a blended rate for the year of 33.7% for the Company. The new rate of 21% was applied against the Company’s deferred balances resulting in a decrease of its overall deferred tax assets. The rate was also impacted by the one-time repatriation tax enacted under Internal Revenue Code Section 965. In 2016, final and temporary regulations were issued under Internal Revenue Code Section 987, which negatively impacted the Company’s income tax rate due to the adjustment of deferred tax assets associated with cumulative currency translation adjustments related to certain of the Company’s international operations.  In addition, the Company recorded a deferred tax asset related to the investment in the Australian joint venture with Woolworthsbenefit associated with the non-cash impairment charges that occurred during both 2016 and 2015.  The deferred tax asset associated with these lossesCompany’s decision to sell the assets of the Mexico business, which was offset with the establishment ofby a full valuation allowance due toestablished for the fact the benefit of these losses can only be realized to the extent the Company has available capital gains for offset, and no present or future capital gains have been identified through which this deferred tax asset can be realized.Company’s RONA inc. entity in Canada.


Our effective income tax rates were 41.3%25.9% and 40.3%34.3% for the three months ended February 2, 2018, and February 3, 2017, respectively. The increase in the effective income tax rate is primarily due to the enactment of the Tax Act effective January 1, 2018. The federal rate was lowered from 35% to 21% as part of the Tax Act, which resulted in a tax benefit of $58 million for the year. The Company remeasured its deferred tax assets and liabilities using the new federal rate, which led to a one-time tax expense of approximately $56 million to reduce the Company’s overall federal deferred tax asset. In addition, the Company recorded a $22 million provisional tax expense for the one-time transition tax on unrepatriated earnings of foreign subsidiaries.

Fiscal 2016 Compared to Fiscal 2015

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

Net Sales – Net sales increased 10.1% to $65.0 billion in 2016. The increase in total sales was driven by an increase in comparable sales, the addition of RONA, the 53rd week, and new stores. The addition of RONA and the 53rd week contributed 3.8% and 1.6%, respectively, to the sales growth for 2016. The comparable sales increase of 4.2% in 2016 was driven by a 2.5% increase in comparable average ticket and a 1.6% increase in comparable customer transactions. Comparable sales during each quarter of the fiscal year, as reported, were 7.3% in the first quarter, 2.0% in the second quarter, 2.7% in the third quarter, and 5.1% in the fourth quarter.

All of our product categories experienced comparable sales increases for the year. During 2016, we experienced comparable sales increases above the company average in Lumber & Building Materials, Appliances, Tools & Hardware, and Lawn & Garden. Performance in Lumber & Building Materials and Tools & Hardware was driven by strong demand from the Pro customer. Tools & Hardware also benefited from customers’ positive response to our continued enhancements in product assortment and brand relevance. Strong brand and service advantages in Appliances, as well as our continued investment in customer experience both in-store and online, drove solid comparable sales during the year. An extended outdoor selling season as a result of favorable weather conditions, positively impacted sales within Lawn & Garden. Geographically, all of our 14 U.S. regions experienced increases in comparable store sales, with the strongest results in the South and Northwest.


During the fourth quarter of 2016, we experienced comparable sales increases in all of our product categories, with comparable sales increases above the company average in Appliances, Kitchens, Lawn & Garden, Lumber & Building Materials, and Rough Plumbing & Electrical. Strong brand and service advantages in Appliances as well as our successful Holiday events drove solid comparable sales during the quarter. Performance in Kitchens was driven by our strategy to focus on the entire Kitchen project, investment in project specialists, and targeted promotions. We experienced strength in several outdoor project categories, including Lawn & Garden, Lumber & Building Materials, and Rough Plumbing & Electrical. Warmer weather, particularly in the South and West, drove strong demand for outdoor projects in Lawn & Garden. Lumber & Building Materials benefited from continued recovery efforts from Hurricane Matthew and Louisiana flooding, as well as strong performance with the Pro customer.

Gross Margin – Gross margin of 34.55% for 2016 represented a 27 basis point decrease from 2015. The change was primarily driven by 23 basis points decrease due to purchase price adjustments to RONA’s opening inventory balance, and 11 basis points decrease due to targeted promotional activity, partially offset by 9 basis points increase due to cost reductions associated with Value Improvement efforts.

During the fourth quarter of 2016, gross margin of 34.41% decreased 25 basis points as a percentage of sales. Gross margin was negatively impacted 25 basis points by the RONA business, primarily driven by purchase price adjustments to their opening inventory balance and mix of business.

SG&A – SG&A expense for 2016 leveraged 61 basis points as a percentage of sales compared to 2015. This was primarily driven by 45 basis points of net leverage associated with impairment charges recorded during 2016 versus 2015 relating to our Australian joint venture with Woolworths. We experienced 15 basis points of leverage associated with incentive compensation, 14 basis points in employee insurance costs, and 12 basis points related to the settlement of the foreign currency option contract entered into in anticipation of the RONA acquisition. This was partially offset by 15 basis points of deleverage associated with the write-off of cancelled technology-enabled projects as part of an ongoing review of our strategic initiatives and 12 basis points associated with severance and related costs for organizational changes in the stores, distribution centers, and corporate offices.

During the fourth quarter of 2016, SG&A expense leveraged 445 basis points as a percentage of sales due primarily to 403 basis points of leverage associated with a non-cash impairment charge resulting from our decision to exit our Australian joint venture recorded in the fourth quarter of the prior year. We experienced 59 basis points of leverage in benefits primarily related to incentive compensation due to lower attainment levels compared to the same quarter of the prior year. These were partially offset by 53 basis points of deleverage associated with separation events for organizational changes in the stores, distribution centers, and corporate offices. Store environment, operating salaries, and certain other costs also leveraged as a result of sales growth.

Depreciation and Amortization – Depreciation and amortization expense leveraged 24 basis points for 2016 compared to 2015 primarily due to the increase in sales from the 53rd week, partially offset by incremental expense due to the acquisition of RONA. Property, less accumulated depreciation, increased to $19.9 billion at February 3, 2017, compared to $19.6 billion at January 29, 2016.  As of February 3, 2017,2021 and January 29, 2016, we owned 79% and 86% of our stores, respectively, which included stores on leased land.

Interest – Net – Net interest expense is comprised of the following:
(In millions)2016
 2015
Interest expense, net of amount capitalized$647
 $548
Amortization of original issue discount and loan costs10
 8
Interest income(12) (4)
Interest - net$645
 $552

Net interest expense increased due primarily to an increase in total debt compared to the prior year.

Income Tax Provision -31, 2020, respectively. Our effective income tax rate for the fourth quarter of 2019 was 40.5% in 2016 compared to 42.4% in 2015. During 2016, the Company wasnegatively impacted by the issuance of the U.S. Internal Revenue Service Internal Revenue Code Section 987, which negatively impacted the income tax rate due to the adjustment of deferred tax assets associated withcumulative currency translation adjustments related to certain ofvaluation allowance established for the Company’s international operations. In addition,RONA inc. entity in Canada.

Fiscal 2019 Compared to Fiscal 2018

For a comparison of our results of operations for the Company recorded a deferred tax asset related tofiscal years ended January 31, 2020 and February 1, 2019, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the investment in the Australian joint venture with Woolworths associatedfiscal year ended January 31, 2020, filed with the non-cash impairment charges that occurred during both 2016 and 2015.  The deferred tax asset associated with these losses was offsetSEC on March 23, 2020.


with the establishment of a full valuation allowance due to the fact the benefit of these losses can only be realized to the extent the Company has available capital gains for offset, and no present or future capital gains have been identified through which this deferred tax asset can be realized.

Our effective income tax rates were 40.3% and 96.1% for the three months ended February 3, 2017 and January 29, 2016, respectively, due to the same factors that impacted the income tax provision in the year.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES


Sources of Liquidity


CashSignificant customer demand and operating performance for the fiscal year drove a substantial increase in cash flows from operations,operations. These increases, supplemented with our short-term and long-term borrowings, have been sufficientprovided ample liquidity to fund our operations while allowing us to make strategic investments that will growin our business,omni-channel capabilities to support long-term growth and to return excess cash to shareholders in the form of dividends and share repurchases. As of January 29, 2021, we held $4.7 billion of cash and cash equivalents, as well as $3 billion in undrawn capacity on our revolving credit facilities. We believe that our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due, pay dividends, and fund our share repurchases over the next 12 months.


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

24

(In millions)2017
 2016
 2015
Net cash provided by operating activities$5,065
 $5,617
 $4,784
Table of Contents

Cash flows from operating activities continued to provide the primary source of our liquidity.  The decrease in net cash provided by operating activities for 2017, when compared to 2016, was driven primarily by changes in working capital and was partially offset by an increase in net earnings, adjusted for non-cash expenses.

The increase in net cash provided by operating activities for 2016, whenthe year ended January 29, 2021 versus the year ended January 31, 2020, was due primarily to higher net earnings and changes in working capital. Accounts payable increased for fiscal 2020 by $3.2 billion compared to 2015,a decrease of $637 million in fiscal 2019, driving an additional $3.8 billion in operating cash flows for fiscal 2020. The increase in accounts payable was driven primarily by anhigher sustained inventory purchase volume in 2020 as compared to 2019. Other operating liabilities increased $813 million for fiscal 2020 compared to a decrease of $639 million in fiscal 2019. The increase in net earnings, adjusted for non-cash expenses,other operating liabilities in the current year is primarily driven by increases in accrued compensation and improved working capital management.

We are forecasting cash flows from operationsemployee benefits, and increased accrued payroll taxes due to the deferral of approximately $6.5 billion for 2018, which includes $750 million of expected incrementalqualifying employer payroll taxes in accordance with the Coronavirus, Aid, Relief, and Economic Securities Act (the CARES Act). Inventory decreased operating cash flow benefit relatedfor fiscal 2020 by approximately $3.0 billion compared to a decrease of $600 million for fiscal 2019, primarily due to higher inventory purchases to meet sustained customer demand in 2020, as well as build-up of inventory for the enactment of the Tax Cuts and Jobs Act of 2017.spring selling season.


Cash Flows Used in Investing Activities
(In millions)202020192018
Net cash used in investing activities$(1,894)$(1,369)$(1,080)
(In millions)2017
 2016
 2015
Net cash used in investing activities$(1,441) $(3,361) $(1,343)


Net cash used in investing activities primarily consistconsists of transactions related to capital expenditures and business acquisitions.expenditures.


Capital expenditures


Our capital expenditures generally consist of investments in our strategic initiatives to enhance our ability to serve customers, improve existing stores, and support expansion plans, corporate programs, and our existing distribution network.plans. Capital expenditures were $1.1$1.8 billion in 2017,2020, $1.5 billion in 2019, and $1.2 billion in 2016 and 2015.2018. The following table provides the allocation of capital expenditures for 2017, 2016,2020, 2019, and 2015:2018:
202020192018
Existing store investments ¹85 %80 %60 %
Strategic initiatives ²10 %10 %20 %
New stores, new corporate facilities and international 3
%10 %20 %
Total capital expenditures100 %100 %100 %
 2017
 2016
 2015
Existing stores40% 35% 45%
Total expansion35% 40% 30%
Corporate programs20% 20% 20%
Existing distribution network5% 5% 5%
      
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 20182021 capital expenditures forecast is approximately $1.7$2.0 billion. The increase in our forecast, relative to historical capital expenditures, is primarily attributable to incremental cash flow benefit related to the enactment of the Tax Cuts and Jobs Act of 2017. The following table provides the allocation of our fiscal 20182021 capital expenditures forecast:
2018
2021
Strategic initiatives, including information technology and supply chain45%
Existing store investments including store equipment, technology enhancements, and remerchandising4060 %
New storesStrategic initiatives1530 %
New stores, new corporate facilities and international10 %

Business Acquisitions

We continue to seek compelling strategic investment opportunities to further expand our home improvement reach. In 2017, we paid $509 million, net of cash received, to acquire Maintenance Supply Headquarters, which is expected to enable us to deepen and broaden our relationship with the Pro customer and better serve their needs. In 2016, we used $2.3 billion, net of cash received, to acquire RONA, which enabled us to accelerate our growth strategy in the Canadian home improvement market. See Note 2 to the consolidated financial statements included herein for additional information regarding our business acquisitions.


Cash Flows Used in Financing Activities
(In millions)202020192018
Net cash used in financing activities$(5,191)$(2,735)$(5,124)
(In millions)2017
 2016
 2015
Net cash used in financing activities$(3,607) $(2,092) $(3,493)


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 Facilities


We have anIn March 2020, we entered into a $1.02 billion five-year unsecured revolving credit agreement (the 2020 Credit Agreement) with a syndicate of banksbanks. In addition, we have a $1.98 billion five-year unsecured revolving second amended and restated
25

credit agreement (the 2016Second Amended and Restated Credit Facility) which provides for borrowings upAgreement) with a syndicate of banks. Subject to $1.75obtaining commitments from the lenders and satisfying other conditions specified in the 2020 Credit Agreement and the Second Amended and Restated Credit Agreement, the Company may increase the combined aggregate availability of both 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 supportsterminated any commitments under the 2019 Credit Agreement as of March 23, 2020.

The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement support our commercial paper program. The amount available to be drawn under the 20162020 Credit FacilityAgreement and the Second Amended and Restated Credit Agreement is reduced by the amount of borrowings under our commercial paper program. All of our short-termThere were no outstanding borrowings in 2017, 2016, and 2015 were under the Company’s commercial paper program. program, the 2020 Credit Agreement, or the Second Amended and Restated Credit Agreement as of January 29, 2021. Outstanding borrowings under the Company’s commercial paper program were $941 million, with a weighted average interest rate of 2.10%, as of January 31, 2020. There was $1.0 billion in outstanding borrowings under the Term Loan, with a weighted average interest rate of 2.29%, and no borrowings outstanding under the Second Amended and Restated Credit Agreement or the 2019 Credit Agreement as of January 31, 2020. Total combined availability under the 2020 Credit Agreement and the Second Amended and Restated Credit Agreement as of January 29, 2021, was $3.0 billion.

Our commercial paper program, along with cash flows generated from operations, is typically utilized during our fourth fiscal quarter to build inventory in anticipation of the spring selling season. The following table includes additional information related to our short-term borrowings for 2017, 2016,2020, 2019, and 2015:2018:
(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 %
(In millions, except for interest rate data)2017
 2016
 2015
Amount outstanding at year-end$1,137
 $510
 $43
Maximum amount outstanding at any month-end$1,137
 $658
 $91
Weighted-average interest rate of short-term borrowings outstanding1.85% 1.01% 0.60%


The 2016Second Amended and Restated Credit Facility expires in November 2021Agreement and containsthe 2020 Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at February 2, 2018. Subject to obtaining commitments from the lenders and satisfying other conditions specified in the 2016 Credit Facility, the Company may increase the aggregate availability by an additional $500 million. See Note 6 to the consolidated financial statements included herein for additional information regarding our short-term borrowings.January 29, 2021.


Long-term Debt


The following table includes additional information related to the Company’s long-term debt for 2017, 2016,2020, 2019, and 2015:2018:
(In millions)202020192018
Net proceeds from issuance of debt$7,929 $3,972 $— 
Repayment of debt$(5,618)$(1,113)$(326)
(In millions)2017
 2016
 2015
Net proceeds from issuance of long-term debt$2,968
 $3,267
 $1,718
Repayment of long-term debt$(2,849) $(1,173) $(552)



In 2017,2020, we paid approximately $2.0issued $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 $1.6existing 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 in connectionto 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 a cashthe tender offer. Weoffers. 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 fund the tender offer, finance current year2019 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.


In 2016, we issued $3.3 billion
26

Table of unsecured notes to fund the acquisition of RONA, finance current year maturities, and for other general corporate purposes, which included share repurchases, capital expenditures, strategic investments, and working capital needs.Contents

In 2015, we issued $1.75 billion of unsecured notes to finance current year maturities, and for other general corporate purposes, which included share repurchases, capital expenditures, strategic investments, and working capital needs.

Our ratio of debt to capital (equity plus debt) was 74.3%93.8% and 70.9%90.7% as of February 2, 2018,January 29, 2021 and February 3, 2017,January 31, 2020, respectively.

See Note 7 to the consolidated financial statements included herein for additional information related to our long-term debt.


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. Shares repurchased are retired and returned to authorized and unissued status. The following table provides, on a settlement date basis, the total number of shares repurchased, average price paid per share, and the total amount paid for share repurchases for 2017, 2016,2020, 2019, and 2015:2018:
(In millions, except per share data)202020192018
Total amount paid for share repurchases$4,971 $4,313 $3,037 
Total number of shares repurchased34.5 41.2 31.6 
Average price paid per share$144.08 $104.68 $96.18 
(In millions, except per share data)2017
 2016
 2015
Total amount paid for share repurchases$3,192
 $3,595
 $3,925
Total number of shares repurchased39.9
 48.0
 55.1
Average price paid per share$80.01
 $74.89
 $71.21


As of February 2, 2018,January 29, 2021, we had $6.9$19.7 billion remaining under our share repurchase program with no expiration date. We expect to repurchase shares totaling $2.5approximately $9.0 billion in 2018. See Note 8 to the consolidated financial statements included herein for additional information regarding share repurchases.2021.


Dividends


In 2017,2020, we increased our quarterly dividend payment 17%by 9% to $0.41$0.60 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 2017, 2016,2020, 2019, and 2015:2018:
(In millions, except per share data and percentage data)202020192018
Total cash dividend payments$1,704 $1,618 $1,455 
Dividends paid per share$2.25 $2.06 $1.78 
Dividend payout ratio29 %38 %63 %
(In millions, except per share data and percentage data)2017
 2016
 2015
Total cash dividend payments$1,288
 $1,121
 $957
Dividends paid per share$1.52
 $1.26
 $1.02
Dividend payout ratio37% 36% 38%



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 April 2, 2018,March 22, 2021, which we are disclosingis disclosed to enhanceprovide 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. Although we currently do not expect a downgrade in our debt ratings, ourOur 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 DebtA-BBB+A3Baa1
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


Other than in connection with executing operating leases, weWe 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 February 2, 2018: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 $— $— 
 Payments Due by Period
Contractual Obligations (in millions)
Total
 Less Than 1 Year
 1-3 Years
 4-5 Years
 After 5 Years
Long-term debt (principal amounts, excluding discount and debt issuance costs)$15,114
 $251
 $1,551
 $1,790
 $11,522
Long-term debt (interest payments)9,283
 577
 1,109
 1,005
 6,592
Capitalized lease obligations 1, 2
1,491
 108
 254
 178
 951
Operating leases
5,837
 666
 1,199
 1,002
 2,970
Purchase obligations 3
1,069
 537
 478
 54
 
Total contractual obligations$32,794
 $2,139
 $4,591
 $4,029
 $22,035
          
 Amount of Commitment Expiration by Period
Commercial Commitments (in millions)
Total
 Less Than 1 Year
 1-3 Years
 4-5 Years
 After 5 Years
Letters of Credit 4
$63
 $63
 $
 $
 $
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 and residual values.
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.

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.statements included herein.  We believe that the following accounting policies affect the most significant estimates and management judgments used in preparing the consolidated financial statements.


Merchandise Inventory


Description
We record an obsolete inventory reserve for the anticipated loss associated with selling inventories below cost.  This reserve is based on our current knowledge with respect to inventory levels, sales trends and historical experience.  During 2017,2020, our reserve increased approximately $18$77 million to $77$182 million as of February 2, 2018.January 29, 2021.


We also record an inventory reserve for the estimated shrinkage between physical inventories.  This reserve is based primarily on actual shrinkage 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 2017,2020, the inventory shrinkageshrink reserve increased approximately $23$121 million to $212$365 million as of February 2, 2018.January 29, 2021, 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.  Therefore, we treatMany 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 into the cost of inventory as they are earned. As the related inventory is sold, the amounts are accrued, and recognize these fundsrecorded as a reduction ofto cost of sales when the inventory is sold.sales. Funds that are determined to be reimbursements of specific, incremental and identifiable costs incurred to sell vendors’ products are recorded as an offset to the related expense.


Judgments and uncertainties involved in the estimate
We do not believe that our merchandise inventories are subject to significant risk of obsolescence in the near term, and we have the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns or a deterioration in product quality could result in the need for additional reserves.  Likewise, changes in the estimated shrink reserve may be necessary, based on the timing and results of physical inventories.  We also apply judgment in the determination of levels of obsolete inventory and assumptions about net realizable value.


For vendor funds, we develop accrual rates based on the provisions of the agreements in place.  Due to the complexity and diversity of the individual vendor agreements, we perform analyses and review historical purchase trends and volumes throughout the year, adjust accrual rates as appropriate and confirm actual amounts with select vendors to ensure the amounts earned are appropriately recorded.  Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.


Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to establish our inventory valuation or the related reserves for obsolete inventory or inventory shrinkage during the past three fiscal years.  We believe that we have sufficient current and historical knowledge to record reasonable estimates for both of these inventory reserves.  However, it is possible that actual results could differ from recorded reserves. A 10% change in either the amount of products considered obsolete or the weighted average estimated loss rate used in the calculation of our obsolete inventory reserve would have affected net earnings by approximately $4$14 million for 2017.2020. A 10% change in the estimated shrinkage rate included in the calculation of our inventory shrinkageshrink reserve would have affected net earnings by approximately $13$27 million for 2017.2020.


We have not made any material changes in the methodology used to recognize vendor funds during the past three fiscal years.  If actual results are not consistent with the assumptions and estimates used, we could be exposed to additional adjustments that could positively or negatively impact gross margin and inventory.  However, substantially all receivables associated with these activities do not require subjective long-term estimates because they are collected within the following fiscal year.  Adjustments to gross margin and inventory in the following fiscal year have historically not been material.



Long-Lived Asset Impairment


Description
We review the carrying amounts of locations whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable.  When evaluating locations for impairment, our asset group is at an individual location level, as that is the lowest level for which cash flows are identifiable.  Cash flows for individual locations do not include an allocation of corporate overhead.


We evaluate locations for triggering events relating to long-lived asset impairment on a quarterly basis to determine when a location’s asset carrying values may not be recoverable. For operating locations, our primary indicator that asset carrying valuesassets may not be recoverable is consistently negative cash flow for a 12-month period for those locations that have been open in the same location for a sufficient period of time to allow for meaningful analysis of ongoing operating results. Management also monitors other factors when evaluating operating locations for impairment, including individual locations’ execution of their operating plans and local market conditions, including incursion, which is the opening of either other Lowe’s locations or those of a direct competitor within the same market. We also consider there to be a triggering event when there is a current expectation that it is more likely than not that a given location will be closed or otherwise disposed of significantly before the end of its previously estimated useful life.


A potential impairment has occurred if projected future undiscounted cash flows expected to result from the use and eventual disposition of the location’s assets are less than the carrying amount of the assets. The carrying value of a location’s asset group includes inventory, property, operating and finance lease right-of-use assets and operating liabilities including inventory payables, salaries payable and operating lease liabilities. Financial and nonoperating liabilities are excluded from the carrying
29

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 occupancyoperating expense, as well as asset residual values or lease rates. Operating lease payments are included in the projected future cash flows. Financing lease payments are excluded from the projected future cash flows. An impairment loss is recognized when the carrying amount of the operating location is not recoverable and exceeds its fair value.


We use an income approach to determine the fair value of our individual operating locations, which requires discounting projected future cash flows. This involves making assumptions regarding both a location’s future cash flows, as described above, and an appropriate discount rate to determine the present value of those future cash flows. We discount our cash flow estimates at a rate commensurate with the risk that selected market participants would assign to the cash flows. The selected market participants represent a group of other retailers with a market footprint similar in size to ours.


We use a market approach to determine the fair value of our individual locations identified for closure. This involves making assumptions regarding the estimated selling prices or estimated lease rates by obtaining information from property brokers or appraisers in the specific markets being evaluated. The information includes comparable sales of similar assets and assumptions about demand in the market for purchase or lease of these assets.

Judgments and uncertainties involved in the estimate
Our impairment evaluations for long-lived assets require us to apply judgment in determining whether a triggering event has occurred, including the evaluation of whether it is more likely than not that a location will be closed significantly before the end of its previously estimated useful life. Our impairment loss calculations require us to apply judgment in estimating expected future cash flows, including estimated sales, margin, and controllable expenses, assumptions about market performance for operating locations, and estimated selling prices or lease rates for locations identified for closure. We also apply judgment in estimating asset fair values, including the selection of an appropriate discount rate for fair values determined using an income approach.


Effect if actual results differ from assumptions
A 10% reductionDuring fiscal years 2020 and 2019, long-lived asset impairment recorded within selling, general and administrative expenses in projected sales used to estimate future cash flows for operating locations that experienced a triggering event would not have had a significant impact to impairment losses recognized during 2017.

the consolidated statements of earnings was immaterial. We have not made any material changes in the methodology used to estimate the future cash flows of operating locations or locations identified for closure during the past three fiscal years. If the actual results are not consistent with the assumptions and judgments we have made in determining whether it is more likely than not that a location will be closed significantly before the end of its useful life or in estimating future cash flows and determining asset fair values, our actual impairment losses could vary positively or negatively from our estimated impairment losses.

Goodwill

Description
Goodwill is not amortized but is evaluated for impairment at least annually on In the first day of the fourth quarter or whenever events or changes in circumstances indicateevent that it is more likely than not that the carrying amount may not be recoverable. We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the two-step goodwill impairment test is necessary.

The first step of the 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 discounted future cash flows. 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, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value.

Judgments and uncertainties involved in the estimate
The determination of the fair value of the reporting units requires us to make significantour estimates and assumptions, including store growth rates, existing store sales growth rates, forecasting expenses and selecting appropriate discount rates.

Effect ifvary from actual results, differ from assumptions
The carrying value of goodwill as of February 2, 2018, was $1.3 billion. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test formay record additional impairment losses, on goodwill. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge thatwhich could be material.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 plan,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, $5$10 million per occurrence involving general or product liability, and $10 million per occurrence involving automobile. We do not have any excess insurance coverage for self-insured extended protection plan or medical and dental claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon our estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. During 2017,2020, our self-insurance liability increasedliabilities decreased approximately $59$11 million to $890 million$1.1 billion as of February 2, 2018.January 29, 2021.


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 $56$82 million for 2017.2020. A 100 basis point change in our discount rate would have affected net earnings by approximately $19$23 million for 2017.2020.

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Revenue Recognition

Description
See Note 1 to the consolidated financial statements for a discussion of our revenue recognition policies. The following accounting estimates relating to revenue recognition require management to make assumptions and apply judgment regarding the effects of future events that cannot be determined with certainty.

We sell separately-priced extended protection plan contracts under a Lowe’s-branded program for which the Company is ultimately self-insured.  The Company recognizes revenues from extended protection plan sales on a straight-line basis over the respective contract term.  Extended protection plan contract terms primarily range from one to four years from the date of purchase or the end of the manufacturer’s warranty, as applicable.  The Company consistently groups and evaluates extended protection plan contracts based on the characteristics of the underlying products and the coverage provided in order to monitor for expected losses.  A loss on the overall contract would be recognized if the expected costs of performing services under the contracts exceeded the amount of unamortized acquisition costs and related deferred revenue associated with the contracts.

Deferred revenues associated with the extended protection plan contracts increased $40 million to $803 million as of February 2, 2018.

We defer revenue and cost of sales associated with settled transactions for which customers have not yet taken possession of merchandise or for which installation has not yet been completed.  Revenue is deferred based on the actual amounts received.  We use historical gross margin rates to estimate the adjustment to cost of sales for these transactions.  During 2017, deferred revenues associated with these transactions increased $76 million to $831 million as of February 2, 2018.

Judgments and uncertainties involved in the estimate
For extended protection plans, there is judgment inherent in our evaluation of expected losses as a result of our methodology for grouping and evaluating extended protection plan contracts and from the actuarial determination of the estimated cost of the contracts.  There is also judgment inherent in our determination of the recognition pattern of costs of performing services under these contracts.

For the deferral of revenue and cost of sales associated with transactions for which customers have not yet taken possession of merchandise or for which installation has not yet been completed, there is judgment inherent in our estimates of gross margin rates.

Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to recognize revenue on our extended protection plan contracts during the past three fiscal years. We currently do not anticipate incurring any overall contract losses on our extended protection plan contracts. Although we believe that we have the ability to adequately monitor and estimate expected losses under the extended protection plan contracts, it is possible that actual results could differ from our estimates. In addition, if future evidence indicates that the costs of performing services under these contracts are incurred on other than a straight-line basis, the timing of revenue recognition under these contracts could change. A 10% change in the amount of revenue recognized in 2017 under these contracts would have affected net earnings by approximately $23 million.

We have not made any material changes in the methodology used to reverse net sales and cost of sales related to amounts received for which customers have not yet taken possession of merchandise or for which installation has not yet been completed. We believe we have sufficient current and historical knowledge to record reasonable estimates related to the impact to cost of sales for these transactions. However, if actual results are not consistent with our estimates or assumptions, we may incur additional income or expense. A 10% change in the estimate of the gross margin rates applied to these transactions would have affected net earnings by approximately $12 million in 2017.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We speak throughout this Annual Report in forward-looking statements about our future, but particularly in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  The words “believe,” “expect,” “will,” “should,” “suggest,” and other similar expressions are intended to identify those forward-looking statements.  While we believe our expectations are reasonable, they are not guarantees of future performance.  Our actual results could differ materially from our expectations.

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. All forward-looking statements speak only as of the date of this Annual Report or, in the case of any document incorporated by reference, the date of that document.  All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section and in Item 1A, “Risk Factors” included elsewhere in this Annual Report.  We do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Annual Report.

Item 7A - Quantitative and Qualitative Disclosures about Market Risk


In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates, commodity prices and foreign currency exchange rates.



Interest Rate Risk


We use forward starting interest rate swaps to hedge our exposure to the impact of interest rate changes in future debt issuances. The fair value of our derivative financial instruments as of January 29, 2021, 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.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 which is determined by industry supply and demand.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




32

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, 2018.January 29, 2021.  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—Control – Integrated Framework (2013). Based on our management’s assessment, we have concluded that, as of February 2, 2018,January 29, 2021, our Internal Control is effective.


Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting excluded Maintenance Supply Headquarters, a wholly owned subsidiary of Lowe’s Companies Inc. that consisted of the net assets purchased from Maintenance Supply Headquarters in June 2017. Maintenance Supply Headquarters represented 1.5% and 0.3% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the year ended February 2, 2018. This acquisition is more fully discussed in Note 2 to our Consolidated Financial Statements for fiscal year 2017.

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 39.36.

33

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 February 2, 2018January 29, 2021 and February 3, 2017,January 31, 2020, the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows, for each of the three fiscal years in the period ended February 2, 2018,January 29, 2021, 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 February 2, 2018January 29, 2021 and February 3, 2017,January 31, 2020, and the results of its operations and its cash flows for each of the three fiscal years in the period ended February 2, 2018January 29, 2021, 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, 2018,January 29, 2021, 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 April 2, 2018,March 22, 2021, 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, 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.
34

We identified vendor funds as a critical audit matter because of the volume and varying terms of the individual vendor agreements. This required an increased extent of effort when performing audit procedures to evaluate whether the vendor funds were recorded in accordance with the terms of the vendor agreements.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to whether the vendor funds were recorded in accordance with the terms of the vendor agreements included the following, among others:
We tested the effectiveness of controls over vendor funds, including management’s controls over the accrual and recording of vendor funds as a reduction to the cost of inventory or cost of sales in accordance with the terms of the vendor agreements.
We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory and/or the amount recorded as a reduction to cost of sales.
We selected a sample of vendor funds and confirmed the amount earned and terms of the agreement directly with the vendor.

/s/ DELOITTEDeloitte & TOUCHETouche LLP


Charlotte, North Carolina
April 2, 2018March 22, 2021


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



35

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 February 2, 2018,January 29, 2021, 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, 2018,January 29, 2021, based on criteria established inInternal 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 February 2, 2018January 29, 2021, of the Company and our report dated April 2, 2018,March 22, 2021, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Maintenance Supply Headquarters, which was acquired on June 23, 2017 and whose financial statements constitute 1.5% and 0.3% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the fiscal year ended February 2, 2018. Accordingly, our audit did not include the internal control over financial reporting at Maintenance Supply Headquarters.


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/ DELOITTEDeloitte & TOUCHETouche LLP


Charlotte, North Carolina
April 2, 2018March 22, 2021

36

Lowe’s Companies, Inc.
Consolidated Statements of Earnings
(In millions, except per share and percentage data)
Fiscal Years Ended
January 29, 2021January 31, 2020February 1, 2019
Current EarningsAmount% SalesAmount% SalesAmount% Sales
Net sales$89,597 100.00 %$72,148 100.00 %$71,309 100.00 %
Cost of sales60,025 66.99 49,205 68.20 48,401 67.88 
Gross margin29,572 33.01 22,943 31.80 22,908 32.12 
Expenses:
Selling, general and administrative18,526 20.68 15,367 21.30 17,413 24.41 
Depreciation and amortization1,399 1.56 1,262 1.75 1,477 2.07 
Operating income9,647 10.77 6,314 8.75 4,018 5.64 
Interest – net848 0.95 691 0.96 624 0.88 
Loss on extinguishment of debt1,060 1.18 
Pre-tax earnings7,739 8.64 5,623 7.79 3,394 4.76 
Income tax provision1,904 2.13 1,342 1.86 1,080 1.52 
Net earnings$5,835 6.51 %$4,281 5.93 %$2,314 3.24 %
Basic earnings per common share$7.77 $5.49 $2.84 
Diluted earnings per common share$7.75 $5.49 $2.84 

 February 2, 2018
 % Sales
 February 3, 2017
 % Sales
 January 29, 2016
 % Sales
Fiscal years ended on
Net sales$68,619
 100.00% $65,017
 100.00% $59,074
 100.00%
Cost of sales45,210
 65.89
 42,553
 65.45
 38,504
 65.18
Gross margin23,409
 34.11
 22,464
 34.55
 20,570
 34.82
Expenses:           
Selling, general and administrative15,376
 22.40
 15,129
 23.27
 14,105
 23.88
Depreciation and amortization1,447
 2.11
 1,489
 2.29
 1,494
 2.53
Operating income6,586
 9.60
 5,846
 8.99
 4,971
 8.41
Interest - net633
 0.92
 645
 0.99
 552
 0.93
Loss on extinguishment of debt464
 0.68
 
 
 
 
Pre-tax earnings5,489
 8.00
 5,201
 8.00
 4,419
 7.48
Income tax provision2,042
 2.98
 2,108
 3.24
 1,873
 3.17
Net earnings$3,447
 5.02% $3,093
 4.76% $2,546
 4.31%
            
            
Basic earnings per common share$4.09
   $3.48
   $2.73
  
Diluted earnings per common share$4.09
   $3.47
   $2.73
  
Cash dividends per share$1.58
   $1.33
   $1.07
  
            




Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income
(In millions, except percentage data)
Fiscal Years Ended
February 2, 2018
 % Sales
 February 3, 2017
 % Sales
 January 29, 2016
 % Sales
January 29, 2021January 31, 2020February 1, 2019
Fiscal years ended on 
Amount% SalesAmount% SalesAmount% Sales
Net earnings$3,447
 5.02% $3,093
 4.76% $2,546
 4.31 %Net earnings$5,835 6.51 %$4,281 5.93 %$2,314 3.24 %
Foreign currency translation adjustments - net of tax251
 0.37
 154
 0.23
 (291) (0.49)
Foreign currency translation adjustments – net of taxForeign currency translation adjustments – net of tax78 0.09 94 0.13 (221)(0.30)
Cash flow hedges – net of taxCash flow hedges – net of tax(79)(0.09)(22)(0.03)(1)
OtherOther
Other comprehensive income/(loss)251
 0.37
 154
 0.23
 (291) (0.49)Other comprehensive income/(loss)0 0 73 0.10 (220)(0.30)
Comprehensive income$3,698
 5.39% $3,247
 4.99% $2,255
 3.82 %Comprehensive income$5,835 6.51 %$4,354 6.03 %$2,094 2.94 %
           
See accompanying notes to consolidated financial statements.

37

Lowe’s Companies, Inc.
Consolidated Balance Sheets
(In millions, except par value)
 February 2, 2018
 February 3, 2017
January 29, 2021January 31, 2020
Assets    Assets
Current assets:    Current assets:
Cash and cash equivalents $588
 $558
Cash and cash equivalents$4,690 $716 
Short-term investments 102
 100
Short-term investments506 160 
Merchandise inventory - net 11,393
 10,458
Merchandise inventory – netMerchandise inventory – net16,193 13,179 
Other current assets 689
 884
Other current assets937 1,263 
Total current assets 12,772
 12,000
Total current assets22,326 15,318 
Property, less accumulated depreciation 19,721
 19,949
Property, less accumulated depreciation19,155 18,769 
Operating lease right-of-use assetsOperating lease right-of-use assets3,832 3,891 
Long-term investments 408
 366
Long-term investments200 372 
Deferred income taxes - net 168
 222
Goodwill 1,307
 1,082
Deferred income taxes – netDeferred income taxes – net340 216 
Other assets 915
 789
Other assets882 905 
Total assets $35,291
 $34,408
Total assets$46,735 $39,471 
    
Liabilities and shareholders’ equity    Liabilities and shareholders’ equity
Current liabilities:    Current liabilities:
Short-term borrowings $1,137
 $510
Short-term borrowings$$1,941 
Current maturities of long-term debt 294
 795
Current maturities of long-term debt1,112 597 
Current operating lease liabilitiesCurrent operating lease liabilities541 501 
Accounts payable 6,590
 6,651
Accounts payable10,884 7,659 
Accrued compensation and employee benefits 747
 790
Accrued compensation and employee benefits1,350 684 
Deferred revenue 1,378
 1,253
Deferred revenue1,608 1,219 
Other current liabilities 1,950
 1,975
Other current liabilities3,235 2,581 
Total current liabilities 12,096
 11,974
Total current liabilities18,730 15,182 
Long-term debt, excluding current maturities 15,564
 14,394
Long-term debt, excluding current maturities20,668 16,768 
Deferred revenue - extended protection plans 803
 763
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities3,890 3,943 
Deferred revenue – extended protection plansDeferred revenue – extended protection plans1,019 894 
Other liabilities 955
 843
Other liabilities991 712 
Total liabilities 29,418
 27,974
Total liabilities45,298 37,499 
    
Commitments and contingencies 
 
Commitments and contingencies00
    
Shareholders’ equity:    Shareholders’ equity:
Preferred stock - $5 par value, none issued 
 
Common stock - $.50 par value; 

 

Shares issued and outstanding    
February 2, 2018830    
February 3, 2017866 415
 433
Preferred stock – $5 par value: Authorized – 5.0 million shares; Issued and outstanding – NaNPreferred 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, respectivelyCommon 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 value 22
 
Capital in excess of par value90 
Retained earnings 5,425
 6,241
Retained earnings1,117 1,727 
Accumulated other comprehensive income/(loss) 11
 (240)
Accumulated other comprehensive lossAccumulated other comprehensive loss(136)(136)
Total shareholders’ equity 5,873
 6,434
Total shareholders’ equity1,437 1,972 
Total liabilities and shareholders’ equity $35,291
 $34,408
Total liabilities and shareholders’ equity$46,735 $39,471 
See accompanying notes to consolidated financial statements.

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Lowe’s Companies, Inc.
Consolidated Statements of Shareholders’ Equity
(In millions)millions, except per share data)
 Common Stock Capital in Excess
of Par Value

 Retained Earnings
 Accumulated Other Comprehensive
Income/(Loss)

 Total Lowe’s Companies, Inc.
Shareholders’ Equity

 Noncontrolling
Interest

 Total
Equity

 Shares
 Amount
      
Balance January 30, 2015960
 $480
 $
 $9,591
 $(103) $9,968
 $
 $9,968
Net earnings      2,546
   2,546
   2,546
Other comprehensive loss        (291) (291)   (291)
Tax effect of non-qualified stock options exercised and restricted stock vested    61
     61
   61
Cash dividends declared, $1.07 per share      (991)   (991)   (991)
Share-based payment expense    112
     112
   112
Repurchase of common stock(54) (27) (298) (3,553)   (3,878)   (3,878)
Issuance of common stock under share-based payment plans4
 2
 125
     127
   127
Balance January 29, 2016910
 $455
 $
 $7,593
 $(394) $7,654
 $
 $7,654
Net earnings      3,091
   3,091
 2
 3,093
Other comprehensive income        154
 154
   154
Tax effect of non-qualified stock options exercised and restricted stock vested    57
     57
   57
Cash dividends declared, $1.33 per share      (1,169)   (1,169)   (1,169)
Share-based payment expense    104
     104
   104
Repurchase of common stock(48) (24) (279) (3,274)   (3,577)   (3,577)
Issuance of common stock under share-based payment plans4
 2
 136
     138
   138
Noncontrolling interest resulting from acquisition          
 109
 109
Dividends paid to noncontrolling interest holders          
 (2) (2)
Purchase of noncontrolling interest    (18)     (18) (109) (127)
Balance February 3, 2017866
 $433
 $
 $6,241
 $(240) $6,434
 $
 $6,434
Net earnings      3,447
   3,447
   3,447
Other comprehensive income        251
 251
   251
Cash dividends declared, $1.58 per share      (1,324)   (1,324)   (1,324)
Share-based payment expense    99
     99
   99
Repurchase of common stock(40) (20) (215) (2,939)   (3,174)   (3,174)
Issuance of common stock under share-based payment plans4
 2
 138
     140
   140
Balance February 2, 2018830
 $415
 $22
 $5,425
 $11
 $5,873
 $
 $5,873
Common StockCapital in Excess
of Par Value
Retained EarningsAccumulated Other Comprehensive
Income/(Loss)
Total Shareholders’
Equity
SharesAmount
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, 2020763 $381 $0 $1,727 $(136)$1,972 
Net earnings— — — 5,835 — 5,835 
Cash dividends declared, $2.30 per share— — — (1,724)— (1,724)
Share-based payment expense— — 155 — — 155 
Repurchases of common stock(34)(16)(214)(4,721)— (4,951)
Issuance of common stock under share-based payment plans149 — — 150 
Balance January 29, 2021731 $366 $90 $1,117 $(136)$1,437 
See accompanying notes to consolidated financial statements.




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Table of Contents
Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows
(In millions)
Fiscal Years Ended
February 2, 2018
 February 3, 2017
 January 29, 2016
January 29, 2021January 31, 2020February 1, 2019
Fiscal years ended on
Cash flows from operating activities:     Cash flows from operating activities:
Net earnings$3,447
 $3,093
 $2,546
Net earnings$5,835 $4,281 $2,314 
Adjustments to reconcile net earnings to net cash provided by operating activities:     Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,540
 1,590
 1,587
Depreciation and amortization1,594 1,410 1,607 
Noncash lease expenseNoncash lease expense479 468 
Deferred income taxes53
 28
 (68)Deferred income taxes(108)177 (151)
Loss on property and other assets - net40
 143
 30
Loss on property and other assets – netLoss on property and other assets – net139 117 630 
Impairment of goodwillImpairment of goodwill952 
Loss on extinguishment of debt464
 
 
Loss on extinguishment of debt1,060 
(Gain) loss on cost method and equity method investments(82) 302
 594
Share-based payment expense99
 90
 117
Share-based payment expense155 98 74 
Changes in operating assets and liabilities:     Changes in operating assets and liabilities:
Merchandise inventory – net(791) (178) (582)Merchandise inventory – net(2,967)(600)(1,289)
Other operating assets250
 (183) (34)Other operating assets326 (364)(101)
Accounts payable(92) 653
 524
Accounts payable3,211 (637)1,720 
Deferred revenueDeferred revenue512 (15)23 
Other operating liabilities137
 79
 70
Other operating liabilities813 (639)414 
Net cash provided by operating activities5,065
 5,617
 4,784
Net cash provided by operating activities11,049 4,296 6,193 
     
Cash flows from investing activities:     Cash flows from investing activities:
Purchases of investments(981) (1,192) (934)Purchases of investments(3,094)(743)(1,373)
Proceeds from sale/maturity of investments1,114
 1,254
 884
Proceeds from sale/maturity of investments2,926 695 1,393 
Capital expenditures(1,123) (1,167) (1,197)Capital expenditures(1,791)(1,484)(1,174)
Contributions to equity method investments – net
 
 (125)
Proceeds from sale of property and other long-term assets45
 37
 57
Proceeds from sale of property and other long-term assets90 163 76 
Purchases of derivative instruments
 (103) 
Proceeds from settlement of derivative instruments
 179
 
Acquisition of business - net(509) (2,356) 
Other – net13
 (13) (28)Other – net(25)(2)
Net cash used in investing activities(1,441) (3,361) (1,343)Net cash used in investing activities(1,894)(1,369)(1,080)
     
Cash flows from financing activities:     Cash flows from financing activities:
Net change in short-term borrowings625
 466
 43
Net proceeds from issuance of long-term debt2,968
 3,267
 1,718
Repayment of long-term debt(2,849) (1,173) (552)
Net change in commercial paperNet change in commercial paper(941)220 (415)
Net proceeds from issuance of debtNet proceeds from issuance of debt7,929 3,972 
Repayment of debtRepayment of debt(5,618)(1,113)(326)
Proceeds from issuance of common stock under share-based payment plans139
 139
 125
Proceeds from issuance of common stock under share-based payment plans152 118 114 
Cash dividend payments(1,288) (1,121) (957)Cash dividend payments(1,704)(1,618)(1,455)
Repurchase of common stock(3,192) (3,595) (3,925)
Repurchases of common stockRepurchases of common stock(4,971)(4,313)(3,037)
Other – net(10) (75) 55
Other – net(38)(1)(5)
Net cash used in financing activities(3,607) (2,092) (3,493)Net cash used in financing activities(5,191)(2,735)(5,124)
     
Effect of exchange rate changes on cash13
 (11) (9)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 saleNet 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 saleLess: Net decrease/(increase) in cash classified within current assets held for sale12 (54)
Net increase/(decrease) in cash and cash equivalents30
 153
 (61)Net increase/(decrease) in cash and cash equivalents3,974 205 (77)
Cash and cash equivalents, beginning of year558
 405
 466
Cash and cash equivalents, beginning of year716 511 588 
Cash and cash equivalents, end of year$588
 $558
 $405
Cash and cash equivalents, end of year$4,690 $716 $511 
See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 2, 2018, FEBRUARY 3, 2017 AND JANUARY 29, 20162021, 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 2,1521,974 stores in the United States and Canada and Mexico at February 2, 2018.January 29, 2021.  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.  FiscalEach of the fiscal years 2017 and 2015 eachpresented contained 52 weeks and fiscal 2016 contained 53 weeks. All references herein for the years 2017, 2016,2020, 2019, and 20152018 represent the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016,2021, 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’ equity in accumulated other comprehensive income/loss.  Gains and losses from foreign currency transactions are included in selling, general and administrative (SG&A)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, corporate debt securities, governmental securities, and money market funds, municipal obligations, certificates of deposit, and municipal floating rate obligations, all of 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 income/loss. Gross unrealized gains and losses were insignificant at February 2, 2018 and February 3, 2017.


The proceeds from sales of available-for-sale debt securities were $523$42 million, $505$121 million, and $394$506 million for 2017, 2016,2020, 2019, and 2015,2018, respectively.  Gross realized gains and losses on the sale of available-for-sale debt securities were not significant for any of the periods presented.


Investments with a stated maturity date of one year or less from the balance sheet date or that are expected to be used in current operations are classified as short-term investments.  All other investments are classified as long-term. Investments classified as long-term at February 2, 2018,January 29, 2021, will mature in one to 37four 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 $86$506 million at February 2, 2018,January 29, 2021, and $81$160 million at February 3, 2017.January 31, 2020.  Restricted balances included in long-term investments were $381$200 million at February 2, 2018,January 29, 2021, and $354$372 million at February 3, 2017.January 31, 2020.


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 10%7% and 8%6% of the consolidated inventory balances as of February 2, 2018January 29, 2021 and February 3, 2017,January 31, 2020, respectively, are stated at lower of cost and net realizable value using other inventory methods, including the weighted average cost method and the retail inventory 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 practices 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.


Credit ProgramsDerivative 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, 2021 and January 31, 2020. 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), net of tax effects, in the consolidated statements of comprehensive income and is recognized in earnings when the underlying hedged transaction impacts the consolidated statements of earnings.

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), formerly GE Capital Retail,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.  This agreement expires in December 2023, unless terminated sooner by the parties.  The Company primarily accounts for these transfers as sales of the accounts receivable.  When the Company transfers its commercial business accounts receivable, it retains certain interests in those receivables, including the funding of a loss reserve and its obligation related to Synchrony’s ongoing servicing of the receivables sold.  Any gain or loss on the sale is determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests retained. Fair value is based on the present value of expected future cash flows, taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, Synchrony’s servicing costs, and the discount rate commensurate with the uncertainty involved.  Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.


Total commercial business accounts receivable sold to Synchrony were $3.3 billion in 2020, $3.2 billion in 2019, and $3.1 billion in 2017, $2.8 billion in 2016, and $2.6 billion in 2015.2018.  The Company recognized losses of $39$54 million in 2017, $322020, $41 million in 2016,2019, and $36$41 million in 20152018 on these receivable sales, as SG&A expense, which primarily relates to the fair value of obligations related to servicing costs that are remitted to Synchrony monthly. At February 2, 2018 and February 3, 2017, the fair value of the retained interests was determined based on the present value of expected future cash flows and was insignificant.


Sales generated through the Company’s proprietary credit cards are not reflected in receivables.  Under an agreement with 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 in December 2023.  Tender costs, including amounts associated with accepting the Company’s proprietary credit cards, are included in SG&A expense in the consolidated statements of earnings.

The total portfolio of receivables held by Synchrony, including both receivables originated by Synchrony from the Company’s proprietary credit cards and commercial business accounts receivable originated by the Company and sold to Synchrony, approximated $10.2 billion at February 2, 2018, and $9.6 billion at February 3, 2017.

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 capitalfinance 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 providedrecognized over the estimated useful lives of the depreciable assets.  Assets are depreciated using the straight-line method.  Leasehold improvements and finance lease assets under capital lease are depreciated and amortized, respectively, over the shorter of their estimated useful lives or the term of the related lease, which may include one or more option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured.  During the term of a lease, if leasehold improvements are placed in service significantly after the inception of the lease, the Company depreciates these leasehold improvements over the shorter of the useful life of the leasehold assets or a term that includes lease renewal periods deemed to be reasonably assured at the time the leasehold improvements are placed into service.lease.  The amortization of these assets is included in depreciation and amortization expense in the consolidated financial statements.statements of earnings.


Long-Lived Asset Impairment/Exit ActivitiesImpairment -The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable.  A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets.  The carrying value of a location’s asset group includes inventory, property, operating and finance lease right-of-use assets, and operating liabilities, including inventory payables, salaries payable and operating lease liabilities. Financial and non-operating liabilities are excluded from the carrying value of the asset group. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value.


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Excess properties that are expected to be sold within the next 12 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 re-evaluated.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 43 to the consolidated financial statements.


When locations under operating leases are closed, a liability is 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.  When the Company commits to an exit plan and communicates that plan to affected employees, a liability is recognized in connection with one-time employee termination benefits.  Subsequent changes to the liabilities, including a change resulting from a revision to either the timing or the amount of estimated cash flows, are recognized in the period of change.  Expenses associated with exit activities are included in SG&A expense in the consolidated statement of earnings. Amounts accrued for exit activities were not material for any of the periods presented.

Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the two-stepquantitative goodwill impairment test is necessary.performed.


The first step of thequantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows.flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to that excess, limited to the excess, nottotal amount of goodwill allocated to exceedthat 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 value.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. Goodwill isDuring fiscal 2020, goodwill was allocated to the following reporting units: U.S. Home Improvement Orchard Supply Hardware (Orchard), Canada - Retail, and Canada - Distribution.reporting unit.


The changes in the carrying amount of goodwill for 2017, 2016,2020, 2019, and 20152018 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 
(In millions)2017
 2016
 2015
Goodwill, balance at beginning of year$1,082
 $154
 $154
Acquisitions 1
160
 1,015
 
Impairment
 (46) 
Other adjustments 2
65
 (41) 
Goodwill, balance at end of year$1,307
 $1,082
 $154
1
Goodwill recorded for 2017 acquisitions relates to Maintenance Supply Headquarters. Goodwill recorded for 2016 acquisitions primarily relates to RONA. See Note 2 for additional information regarding these acquisitions.
2
Other adjustments primarily consist of changes in the goodwill balance as a result of foreign currency translation.

1    Other adjustments primarily consist of changes in the goodwill balance as a result of foreign currency translation.
During
The Company’s annual goodwill impairment analysis performed during the thirdfourth quarter of fiscal year 2016, due to2018 included a strategic reassessmentquantitative analysis of the Orchard operations, the Company determined potential indicators of impairment within theCanada-Retail and Canada-Distribution reporting unit existed, and quantitatively evaluated the Orchard reporting unit for impairment.units. The Company classified thisthese fair value measurementmeasurements as Level 3. See Note 4 for additional information on the Company’s fair value measurements. The Company performed a discounted cash flow analysis and market multiple analysis for the OrchardCanada-Retail and Canada-Distribution reporting unit. Theunits. These discounted cash flow modelmodels included management assumptions for expected sales growth, margin expansion, plans,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, allocated toprimarily driven by a softening outlook for the Orchard reporting unit had no implied value. Canadian housing market.
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Accordingly, the full carrying value of $46$952 million relating to Orchardthe Canadian reporting units’ goodwill was impaired during the thirdfourth quarter of 2016.2018.


Gross carrying amounts and cumulative goodwill impairment losses are as follows:
January 29, 2021January 31, 2020
(In millions)Gross Carrying AmountCumulative ImpairmentGross Carrying AmountCumulative Impairment
Goodwill$1,310 $(999)$1,302 $(999)
 February 2, 2018 February 3, 2017
(In millions)Gross Carrying Amount
 Cumulative Impairment
 Gross Carrying Amount
 Cumulative Impairment
Goodwill$1,354
 $(47) $1,129
 $(47)


Equity Method InvestmentsLeases - 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 twenty years.  These leases generally contain provisions for 4 to 6 renewal options of five years each. Original terms for equipment-related leases, primarily material handling equipment and vehicles, are generally between one and seven years. Some of the Company’s investments in certain unconsolidated entitiesleases also include rental escalation clauses and/or termination provisions. Renewal options and termination options are accounted for under the equity method.  The balance of these investments is included in other assets (noncurrent)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 12 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 accompanying consolidated balance sheets.  The balancelease is increasedused to reflectdiscount lease payments to present value; however, substantially all of the Company’s capital contributionsleases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company’s estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.

The Company’s real estate leases typically require payment of common area maintenance and equity in earningsreal estate taxes which represent the majority of the investees.  The balance is decreasedvariable lease costs. Certain lease agreements also provide for its equity in losses of the investees, for distributions received that are notvariable rental payments based on sales performance in excess of specified minimums, usage measures, or changes in the carrying amount of the investments, and for any other than temporary impairment losses recognized. Equity method investments were not significant as of February 2, 2018 and February 3, 2017. The Company’s equityconsumer price index.  Variable rent payments based on future performance, usage, or changes in earnings and losses of the investees are included in SG&A expense, andindices were not significant for any of the periods presented.  Variable lease costs are excluded from the present value of lease obligations.


Equity method investments are evaluated for impairment whenever eventsThe Company’s lease agreements do not contain any material restrictions, covenants, or changes in circumstances indicate that a decline inany material residual value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. Investmentsguarantees. The Company subleases certain properties that are determined to have a declinenot used in value deemed to be other than temporary are written down to estimated fair value. The Company’s other than temporary impairment losses are included in SG&A expense, and wereits operations.  Sublease income was not significant for 2017 and 2016. See Note 3 for additional information on the other than temporary impairment loss the Company recognized in 2015, related to its investment in the Australian joint venture.

Leases - For lease agreements that provide for escalating rent payments or free-rent occupancy periods, the Company recognizes rent expense on a straight-line basis over the non-cancellable lease term and option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inceptionany of the lease, to be reasonably assured.  The lease term commences on the date that the Company takes possession of or controls the physical use of the property.  Deferred rent is included in other liabilities (noncurrent) on the consolidated balance sheets.periods presented.



When the Company renegotiates and amends a lease to extend the non-cancellable lease term prior to the date at which it would have been required to exercise or decline a term extension option, the amendment is treated as a new lease.  The new lease begins on the date the lease amendment is entered into and ends on the last date of the non-cancellable lease term, as adjusted to include any option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease amendment, to be reasonably assured.  The new lease is classified as operating or capital under the authoritative guidance through use of assumptions regarding residual value, economic life, incremental borrowing rate, and fair value of the leased asset(s) as of the date of the amendment.

Accounts Payable - The Company has an agreementagreements with a third partyparties to provide an accounts payable tracking systemsystems which facilitatesfacilitate 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 this arrangementthese 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 this arrangement.these arrangements.  However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by this arrangementthese arrangements for those payment obligations that have been financed by suppliers.  The Company’s outstanding payment obligation placed on the accounts payable tracking systemobligations with participating suppliers were $1.6$2.5 billion as of February 2, 2018January 29, 2021, and February 3, 2017,$1.9 billion as of January 31, 2020, and are included in accounts payable on the consolidated balance sheets, and participating suppliers had financed $1.1$1.7 billion and $1.0$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.


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Other Current Liabilities - Other current liabilities on the consolidated balance sheets consist of:
(In millions)January 29, 2021January 31, 2020
Accrued dividends$440 $420 
Self-insurance liabilities435 501 
Sales tax liabilities256 153 
Sales return reserve252 194 
Accrued interest250 221 
Income taxes payable168 15 
Accrued property taxes120 104 
Other1,314 973 
Total$3,235 $2,581 
(In millions)February 2, 2018
 February 3, 2017
Self-insurance liabilities$347
 $327
Accrued dividends340
 304
Accrued interest184
 194
Sales tax liabilities144
 210
Accrued property taxes109
 108
Other826
 832
Total$1,950
 $1,975


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 insurance coverage to limit the exposure arising from these claims.  The Company is also self-insured for certain losses relating to extended protection plan andplans, 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. The totalTotal self-insurance liability, including the current and non-current portions, was $890 million$1.1 billion and $831 million$1.1 billion at February 2, 2018,January 29, 2021 and February 3, 2017,January 31, 2020, respectively.


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 $238$270 million and $243$262 million at February 2, 2018,January 29, 2021 and February 3, 2017,January 31, 2020, respectively.


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.  The Company records any applicable penalties related to tax issues within the income tax provision.


Shareholders’ Equity - The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. Shares purchased under the repurchase program are retired and returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to retained earnings.


Revenue Recognition -The Company recognizes revenues, netrevenue to depict the transfer of sales tax, when sales transactions occur andgoods or services to customers take possessionin 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 productservices 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 recognized when the installation is completed.  Deferred revenuesincluded in service revenue. The
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Company recognizes revenue associated with amounts receivedservices as they are rendered, and the majority of services are completed within one week from initiation.

Deferred revenue is presented for which customersmerchandise that has not yet transferred control to the customer and for services that have not yet taken possessionbeen provided, but for which tender has been accepted. Deferred revenue is recognized in sales either at a point in time when the customer obtains control of merchandise through pickup or for which installation has not yet been completed were $831 million and $755 million at February 2, 2018, and February 3, 2017, respectively.

Revenuesdelivery, or over time as services are provided to the customer. In addition, the Company defers revenues from stored-value cards, which include gift cards and returned merchandise credits, are deferred and recognizedrecognizes revenue into sales when the cards are redeemed. The liability associated with outstanding stored-value cards was $547 million and $498 million at February 2, 2018, and February 3, 2017, respectively, and these amounts are included in deferred revenue on the consolidated balance sheets.

The Company recognizes income from unredeemed stored-value cards at the point at which redemption becomes remote.  The Company’s stored-value cards have no expiration date or dormancy fees.  Therefore, to determine when redemption is remote, the Company analyzes an aging of the unredeemed cards based on the date of last stored-value card use. The amount of revenue recognized from unredeemed stored-value cardsalso defers revenues for which redemption was deemed remote was not significant for 2017, 2016, and 2015.

Extended Protection Plans - The Company sellsits separately-priced extended protection plan contracts, underwhich is a Lowe’s-branded program for which the Company is ultimately self-insured.  The Company recognizes revenue from extended protection plan sales on a straight-line basis over the respective contract term.  Extended protection plan contract terms primarily range from one to fourfive years from the date of purchase or the end of the manufacturer’s warranty, as applicable.  Changes in deferred revenue for extended protection plan contracts are summarized as follows:

(In millions)2017
 2016
 2015
Deferred revenue - extended protection plans, beginning of year$763
 $729
 $730
Additions to deferred revenue408
 387
 350
Deferred revenue recognized(368) (353) (351)
Deferred revenue - extended protection plans, end of year$803
 $763
 $729

Incremental direct acquisition costs associated with the sale of extended protection plans are also deferred and recognized as expense on a straight-line basis over the respective contract term.  Deferred costs associated with extended protection plan contracts were $19 million and $18 million at February 2, 2018, and February 3, 2017, respectively.  The Company’s extended protection plan deferred costs are included in other assets (noncurrent) on the consolidated balance sheets.  All other costs, such as costs of services performed under the contract, general and administrative expenses, and advertising expenses are expensed as incurred.

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 years presented.  Expenses for claims are recognized when incurred and totaled $161 million, $141 million, and $127 million for 2017, 2016, and 2015, respectively.


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 delivery of productsshipping 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 Costs associated with delivery of products from stores and distribution centers to customers;Store environment costs;
n Third-party, in-store service costs;
n Tender costs, including bank charges, costs associated with credit card interchange fees and amounts associated with accepting the Company’s proprietary credit cards;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, and gains/losses on disposal of assets;assets, and exit costs;
n Other administrative costs, such as supplies, and travel and entertainment.


Advertising - Costs associated with advertising are charged to expense as incurred.  Advertising expenses were $968$798 million, $893$871 million, and $769$963 million in 2017, 2016,2020, 2019, and 2015,2018, respectively.


Shipping and Handling Costs - The Company includes shipping and handling costs relating to the delivery of products directly from vendors to customers by third parties in cost of sales.  Shipping and handling costs, which include third-party delivery costs, salaries, and vehicle operations expenses relating to the delivery of products from stores and distribution centers to customers, are classified as SG&A expense.  Shipping and handling costs included in SG&A expense were $841 million, $700 million and $607 million in 2017, 2016, and 2015, respectively.

Store Opening Costs - Costs of opening new or relocated retail stores, which include payroll and supply costs incurred prior to store opening and grand opening advertising costs, are charged to expense as incurred.

Comprehensive Income - The Company reports comprehensive income in its consolidated statements of comprehensive income and consolidated statements of shareholders’ equity. Comprehensive income represents changes in shareholders’ equity from non-owner sources and is comprised of net earnings adjusted primarily for foreign currency translation adjustments. Net foreign currency translation gains, net of tax, classified in accumulated other comprehensive income were $11 million at February 2, 2018.adjustments and cash flow hedge derivative contracts. Net foreign currency translation losses, net of tax, classified in accumulated other comprehensive loss were $240$37 million, $115 million, and $394$209 million at February 3, 2017 and January 29, 2016,2021, January 31, 2020, and February 1, 2019, respectively. Net cash flow hedge losses, net of tax, classified in accumulated other comprehensive loss were $103 million, $24 million, and $1 million at 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 store presentation.customer experience.  The Company’s home improvement retail and hardware stores, in addition to online selling channels, sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers.  In addition, the Company’s operations exhibit similar long-term economic characteristics. The amounts of long-lived assets and net sales outside of the U.S. were approximately 9.8%7.5% and 7.8%5.9%, respectively, at February 2, 2018.January 29, 2021. The amounts of long-lived assets and net sales outside of the U.S. were approximately 8.7%7.7% and 5.7%6.9%, respectively, at February 3, 2017.January 31, 2020. The amounts of long-lived assets and net sales outside of the U.S. were not significantapproximately 9.1% and 7.6%, respectively, at January 29, 2016.February 1, 2019.

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Reclassifications - Certain prior period amounts have been reclassified to conform to current period presentation, including the separate disclosure of cash flow hedges – net of tax on the consolidated statements of comprehensive income, the inclusion of goodwill within other assets on the consolidated balance sheets, the reclassification of excess property from other assets to property, less accumulated depreciation on the consolidated balance sheets, and the separate disclosure of changes in deferred revenue within operating activities on the consolidated statements of cash flows.

Accounting Pronouncements Recently Adopted - Effective February 4, 2017,2, 2019, the Company adopted Accounting Standards Update (ASU 2016-09)ASU 2016-02, Leases (Topic 842)Compensation-Stock Compensation (Topic 718): Improvementsand all related amendments, using the optional transition election to Employee Share-Based Payment Accounting. All excess tax benefits or deficiencies related to share-based payments arenot restate comparative periods for the impact of adopting the standard and recognized the cumulative impact of adoption in the provisionopening balance of retained earnings. The Company elected the package of transition expedients available for income taxes,expired or existing contracts, which has increasedallowed the volatility within our provision for income taxes, as these amounts were previously reported within equity. As a resultcarry-forward of historical assessments of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. Adoption of the adoption, we have recognized $37 millionstandard resulted in the recording of excess tax benefits in our provision for income taxes for the fiscal year endedadditional net lease-related assets and lease-related liabilities of approximately $3.6 billion and $3.9 billion, respectively, as of February 2, 2018.2019. The recognitiondifference between the additional lease assets and lease liabilities, net of these benefits contributed $0.04the $87 million deferred tax impact, was $263 million and was recorded as an adjustment to dilutedretained earnings. This adjustment to retained earnings per share forprimarily represents the fiscal year ended February 2, 2018. Excess tax benefits were historically reflectedwrite-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 financing activity in thematerial impact on its consolidated statements of earnings, comprehensive income or cash flows and after adoption, are included within operating activities. Cash paid to tax authorities byhad no impact on the

Company when directly withholding shares Company’s debt covenant compliance under its current agreements. See Note 5 for tax purposes continues to be classified as a financing activity in the statement of cash flows. Share-based payment expense continues to reflect estimated forfeitures of share-based payment awards. The Company has adopted the applicable provisionsadditional details of the ASU prospectively.Company’s leases.


Accounting Pronouncements Not Yet Adopted - In January 2017,March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, Intangibles-Goodwill and Other2020-04, Reference Rate Reform (Topic 350)848): Facilitation of Effects of Reference Rate Reform on Financial Reporting. The ASU, eliminates Step 2 ofand subsequent clarifications, provide practical expedients for contract modification accounting related to the goodwill impairment test, which requires determiningtransition away from the fair value of assets acquiredLondon 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 liabilities assumed inbefore 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 business combination. Undermaterial impact to the amendmentsCompany’s financial statements or disclosures.

Recent accounting pronouncements pending adoption not discussed in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized shouldForm 10-K are either not exceed the total amount of goodwill allocatedapplicable to that reporting unit. This ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted. The adoption of this guidance by the Company isor are not expected to have a material impact on its consolidated financial statements.the Company.


In February 2016,
NOTE 2: Revenue

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the FASB issued ASU 2016-02, Leases (Topic 842). sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

The guidancefollowing table presents the Company’s sources of revenue:
(In millions)Years Ended
January 29, 2021January 31, 2020February 1, 2019
Products$86,046 $68,377 $67,197 
Services1,949 2,112 2,539 
Other1,602 1,659 1,573 
Net sales$89,597 $72,148 $71,309 

Anticipated sales returns reflected in this ASU supersedesother current liabilities were $252 million at January 29, 2021, and $194 million at January 31, 2020. The associated right of return assets reflected in other current assets were $164 million at January 29, 2021, and $129 million at January 31, 2020.
Deferred revenue - retail
Deferred revenues associated with amounts received for which customers have not taken possession of the leasing guidancemerchandise 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 services is recognized in Topic 840, Leases. Under the new guidance, lesseesquarter following revenue deferral.
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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 required to recognize lease assets and lease liabilitiesincluded in deferred revenue on the consolidated balance sheetsheets. Amounts recognized as breakage were insignificant for those leases previously classifiedthe years ended January 29, 2021, January 31, 2020, and February 1, 2019.
Deferred revenue - extended protection plans
The deferred revenues from separately priced extended protection plans were $1.0 billion at January 29, 2021, and $894 million at January 31, 2020. Previously deferred revenue recognized into sales were $430 million for the fiscal year ended January 29, 2021, $408 million for the fiscal year ended January 31, 2020, and $390 million for the fiscal year ended February 1, 2019. Incremental direct acquisition costs associated with the sale of extended protection plans for contracts greater than one year are also deferred and recognized as operating leases. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. This ASU is effective for fiscal years beginning after December 15, 2018,respective contract term and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements but expects the ASU to have a material impact on its financial position, as a result of the requirement to recognize right-of-use assetswere insignificant at January 29, 2021, January 31, 2020, and lease liabilities on the Company’s consolidated balance sheets.February 1, 2019.  

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the ASU has expanded disclosure requirements regarding revenue. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the ASU to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU.


The Company will adopt this ASUliability for extended protection plan claims incurred is included in the first quarter of fiscal 2018, using a modified retrospective approach to adoption. Based on the Company’s assessment of the standard and its subsequent related amendments and interpretations, the standard will not materially affect our consolidated financial statements. The Company has determined the adoption of the guidance will impact the timing of recognition of its stored value card breakage. Currently, breakage is recognized using the remote method and will be recognized using the proportional method upon adoption of the guidance. The Company will also change the presentation of the sales return reserveother current liabilities on the consolidated balance sheet, as it is currently reported on a net basis, as well as change the timing of how installation services are recognized. In addition, the Company has evaluated its principal versus agent conclusions relating to certain arrangements with third partiessheets and concluded there are no significant changes impacting the presentation of revenue on a gross or net basis. The Company is currently still evaluatingwas not material in any impacts the standard has relating to the classification of profit sharing income earned in connection with our private label credit card programs which is currently included in SG&A. The Company has not identified any significant modifications to existing systems or material changes in the Company’s internal controls over financial reporting. The adoption of the ASU will result in increased footnote disclosure requirements.

NOTE 2: Acquisitions

Maintenance Supply Headquarters
On June 23, 2017, the Company completed its acquisition of Maintenance Supply Headquarters, a leading distributor of maintenance, repair and operations (MRO) products serving the multifamily housing industry. The acquisition is expected to enable the Company to deepen and broaden its relationship with Pro customers and better serve their needs. The aggregate cash purchase price of this acquisition was $513 million and is included in the investing section of the consolidated statements of cash flows, net of the cash acquired. Acquisition-related costs were expensed asperiods presented.  Expenses for claims are recognized when incurred and were not significant.totaled $158 million for the fiscal year ended January 29, 2021, $184 million for the fiscal year ended January 31, 2020, and $183 million for the fiscal year ended February 1, 2019.



Disaggregation of Revenues

The following table summarizespresents the preliminary purchase price allocation: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 %
(In millions)June 23, 2017
Allocation: 
Cash acquired$4
Merchandise inventory68
Other current assets36
Property12
Goodwill160
Other assets260
Accounts payable(18)
Other current liabilities(9)
Net assets acquired$513

Intangible assets acquired totaled $259 million, and include a trademark of $34 million with a useful life of 15 years and a customer list of $225 million with a useful life of 20 years, each of which are included in other assets in the accompanying consolidated balance sheets. The goodwill of $160 million is primarily attributableNote: Merchandise division net sales for prior periods have been reclassified to conform to the synergies expected to arise aftercurrent year presentation.
1Home Décor includes the acquisitionfollowing product categories: Appliances, Décor, Flooring, Kitchens & Bath, and is deductible for tax purposes.Paint

2Building Products includes the following product categories: Building Materials, Electrical, Lighting, Lumber, Millwork, and Rough Plumbing
Pro forma3Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and historical financial information has not been provided as the acquisition was not material to the consolidated financial statements.Tools

RONA
On May 20, 2016, the Company acquired all of the issued and outstanding common shares of RONA for C$24 per share in cash. In addition, as part of the transaction, borrowings under RONA’s revolving credit facility were settled in full at the closing of the acquisition, and the facility was eliminated. Total cash consideration to acquire the equity and settle the debt was C$3.1 billion ($2.4 billion) and is included in the investing section of the consolidated statements of cash flows. RONA is one of Canada’s largest retailers and distributors of hardware, building materials, home renovation, and gardening products. The acquisition is expected to enable the Company to accelerate its growth strategy by significantly expanding its presence in the Canadian home improvement market. Acquisition-related costs were expensed as incurred and were not significant.


The following represents the aggregate purchase price allocation which includes purchase accounting adjustments made during the measurement period:
(In millions)May 20, 2016
Purchase price: 
Cash paid to common shareholders$1,999
Cash paid to debt holders368
Total cash paid$2,367
  
Allocation: 
Cash acquired$83
Accounts receivable260
Merchandise inventory814
Property897
Goodwill971
Other assets437
Other current liabilities(619)
Long-term liabilities(367)
Noncontrolling interest(109)
Net assets acquired$2,367

The intangible assets acquired totaled $310 million, and include trademarks of $204 million with a weighted average useful life of 15 years and dealer relationships of $106 million with a weighted average useful life of 20 years, which are included in other assets in the accompanying consolidated balance sheets. The goodwill of $971 million is primarily attributable to the synergies expected to arise after the acquisition. Goodwill of approximately $107 million is expected to be deductible for tax purposes.

The transaction included the assumption by Lowe’s of unsecured debentures held by RONA of approximately C$118 million ($91 million) as of the acquisition date. The debentures matured and were settled in October 2016.

As of the acquisition date, 6.9 million preferred shares of RONA remained outstanding. The total fair value of the shares and Lowe’s corresponding noncontrolling interest was $109 million, which was determined based on the closing market price of RONA’s preferred shares on the acquisition date. During the fourth fiscal quarter of 2016, the Company acquired all of the remaining noncontrolling interest in RONA by paying RONA’s preferred shareholders approximately $127 million, which represented an $18 million premium in excess of the carrying amount of the noncontrolling interest. See Note 12 to the consolidated financial statements for information regarding the impact of this transaction totable presents the Company’s earnings per share calculation.net sales disaggregated by geographical area:

(In millions)Years Ended
January 29, 2021January 31, 2020February 1, 2019
United States$84,303 $67,147 $65,872 
International5,294 5,001 5,437 
Net Sales$89,597 $72,148 $71,309 
Pro forma and historical financial information has not been provided as the acquisition was not material to the consolidated financial statements. In addition, net earnings attributable to the noncontrolling interest was not significant for any of the reporting periods presented.


NOTE 3: Investment in Australian Joint Venture

In the fourth quarter of fiscal year 2015, the Company announced its decision to exit the Australian joint venture investment with Woolworths Limited (Woolworths) and recorded a $530 million impairment of its equity method investment due to a determination that there was a decrease in value that was other than temporary. The Company owned a one-third share in the joint venture, Hydrox Holdings Pty Ltd. (Hydrox), which operated Masters Home Improvement stores and Home Timber and Hardware Group’s retail stores and wholesale distribution in Australia. As a result of this decision to exit, Woolworths was required to purchase the Company’s one-third share at its fair value as of January 18, 2016. The process for the two parties agreeing on fair value is prescribed in the Joint Venture Agreement. The $530 million non-cash impairment charge recorded in fiscal 2015 was based on the Company’s estimate of the value of its portion of the overall joint venture fair value as of January 18, 2016.

During the third quarter of fiscal year 2016, Woolworths claimed a unilateral termination of the joint venture agreement, and executed other agreements to initiate the wind down of Hydrox without the Company’s approval as required under the joint venture agreement. Due to this, Lowe’s concluded that under applicable accounting standards, the investment should be accounted for as a cost method investment going forward. As a result of this determination, accumulated foreign currency translation adjustments of $208 million were reclassified from accumulated other comprehensive loss into the carrying value of the cost method investment. In addition, the unilateral actions of Woolworths to begin the liquidation of Hydrox, represented a triggering event requiring the Company to evaluate the cost method investment for impairment. Management determined that the requirements for determining impairment were met, and leveraged wind down cash flow projections in determining the estimated fair value of the entity as of October 28, 2016. The value was determined using an income approach based upon the expected future cash flows generated from the settlement of assets and liabilities inclusive of inventory, property, payables, lease liabilities and employee entitlements. As a result, the Company recorded a $290 million non-cash impairment charge during the third quarter of fiscal 2016 to reflect its estimated portion of the overall joint venture fair value in wind down. The Company classified this fair value measurement as Level 3. See Note 4 for additional information on the Company’s fair value measurements.

Following the impairment recorded in the third quarter of fiscal 2016, the Company considered the amount due under the joint venture agreement, which was based on the fair value as of January 18, 2016 on a going concern basis, to exceed the recorded amount of the investment, which was based on an estimated current fair value in wind down. This claim for additional value under the joint venture agreement above and beyond any amounts expected to be received through the wind down process, represented a contingent asset whereby the Company would recognize any amounts as they were realized.

During the second quarter of fiscal 2017, the Company completed the sale of our interest in the Australian joint venture with Woolworths and received proceeds of $199 million, which is included in cash flows from investing activities in the accompanying consolidated statements of cash flows. The proceeds from the sale exceeded the carrying value of the investment and resulted in a gain of $96 million. The carrying value prior to the sale reflected the non-cash impairment charges

taken in fiscal years 2015 and 2016. The gain is included in selling, general and administrative expense in the accompanying consolidated statements of current and retained earnings.

NOTE 4:3: 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 Company’s available-for-sale debt securities represented the only significant assets measured at fair value on a recurring basis for the fiscal years ended February 2, 2018January 29, 2021 and February 3, 2017.January 31, 2020. The following table presents the Company’s financial assets measured at fair value on a recurring basis. The fair values of these instruments approximatedapproximate amortized costs.cost.
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)Measurement Level February 2, 2018
 February 3, 2017
Available-for-sale securities:     
Money market fundsLevel 1 $86
 $81
Certificates of depositLevel 1 16
 15
Municipal obligationsLevel 2 
 4
Total short-term investments  $102
 $100
Available-for-sale securities:     
Municipal floating rate obligationsLevel 2 $407
 $359
Certificates of depositLevel 1 1
 2
Municipal obligationsLevel 2 
 5
Total long-term investments  $408
 $366


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


When available, quoted prices were used to determine fair value.  When quoted prices in active markets were available, investments were classified within Level 1 of the fair value hierarchy.  When quoted prices in active markets were not available, fair values were determined using pricing models, and the inputs to those pricing models were based on observable market inputs.  The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.


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


For the fiscal yearyears ended February 2, 2018,January 29, 2021 and January 31, 2020, the Company had no significantmaterial measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition. For the fiscal year ended February 3, 2017, the Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were goodwill (see Note 1 to the consolidated financial statements included herein for additional information regarding this fair value measurement), certain cost method investments (see Note 3 to the consolidated financial statements included herein for additional information regarding this fair value measurement), and certain long-lived assets.


Long-lived assets
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.  With input from retail store operations, the Company’s accounting and

finance personnel that organizationally report to the chief financial officer, assess the performance of retail stores quarterly against historical patterns and projections of future profitability for evidence of possible impairment.  An impairment loss is recognized when the carrying amount of the asset (disposal) group is not recoverable and exceeds its fair value.  The Company estimated the fair values of assets subject to long-lived asset impairment based on the Company’s own judgments about the assumptions that market participants would use in pricing the assets and on observable market data, when available.  The Company classified these fair value measurements as Level 3.

In the determination of impairment for operating locations, the Company determined the fair values of individual operating locations using an income approach, which required discounting projected future cash flows.  When determining the stream of projected future cash flows associated with an individual operating location, management made assumptions, incorporating local market conditions and inputs from retail store operations, the highest and best use, and about key variables including the following unobservable inputs: sales growth rates, gross margin, controllable expenses, such as payroll and occupancy expense, and asset residual values.  In order to calculate the present value of those future cash flows, the Company discounted cash flow estimates at a rate commensurate with the risk that selected market participants would assign to the cash flows.  In general, the selected market participants represented a group of other retailers with a location footprint similar in size to the Company’s.

In the determination of impairment for excess properties held-for-use and held-for-sale, which consisted of retail outparcels and property associated with relocated or closed locations, the fair values were determined using a market approach based on estimated selling prices.  The Company determined the estimated selling prices by obtaining information from property brokers or appraisers in the specific markets being evaluated or negotiated non-binding offers to purchase.  The information obtained from property brokers or appraisers included comparable sales of similar assets and assumptions about demand in the market for these assets.

The following table presents the Company’s assets measured at estimated fair value on a nonrecurring basis and the resulting impairment losses included in earnings, excluding costs to sell for excess properties held-for-sale. Because these assets subject to impairment were not measured at fair value on a recurring basis, certain fair value measurements presented in the table may reflect values at earlier measurement dates and may no longer represent the fair values at February 3, 2017.

Other Fair Value Measurements - Nonrecurring BasisDisclosures
 February 3, 2017
(In millions)Fair Value Measurements
 Impairment Losses
Assets-held-for-use:   
Operating locations$3
 $(34)
Excess properties18
 (9)
Goodwill (Note 1)
 (46)
Other assets:   
Cost method investments (Note 3)103
 (290)
Total$124
 $(379)

Fair Value of Financial Instruments


The Company’s financial instrumentsassets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities,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.  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 capitalizedfinance lease obligations, are as follows:
January 29, 2021January 31, 2020
(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$21,121 $24,349 $16,648 $18,808 
Mortgage notes (Level 2)
Long-term debt (excluding finance lease obligations)$21,126 $24,354 $16,653 $18,814 

 February 2, 2018 February 3, 2017
(In millions)Carrying Amount
 Fair Value
 Carrying Amount
 Fair Value
Unsecured notes (Level 1)$14,961
 $15,608
 $14,321
 $15,305
Mortgage notes (Level 2)6
 7
 7
 7
Long-term debt (excluding capitalized lease obligations)$14,967
 $15,615
 $14,328
 $15,312

NOTE 5:4: 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 
(In millions)Estimated
Depreciable Lives, In Years

February 2, 2018
 February 3, 2017
Cost:

   
LandN/A
$7,414
 $7,329
Buildings and building improvements5-40
18,521
 18,147
Equipment2-15
10,475
 10,978
Construction in progressN/A
530
 464
Total cost
 36,940
 36,918
Accumulated depreciation
 (17,219) (16,969)
Property, less accumulated depreciation
 $19,721
 $19,949
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.


IncludedAs of January 29, 2021 and January 31, 2020, included in net property, less accumulated depreciation are assets under capitalfinance lease of $724$661 million less accumulated depreciation of $273$122 million at February 2, 2018, and $696$597 million less accumulated depreciation of $269$42 million, at February 3, 2017.respectively. The related amortization expense for assets under capital lease isfinance leases are included in depreciation and amortization expense. The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $1.5 billion in 2020 and $1.4 billion in 20172019 and $1.5$1.6 billion in 20162018.

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NOTE 5: Leases

The lease-related assets and 2015.liabilities recorded on the balance sheet are summarized in the following table:

Leases
(In millions)
ClassificationJanuary 29, 2021January 31, 2020
Assets
Operating lease assetsOperating lease right-of-use assets$3,832 $3,891 
Finance lease assets
Property, less accumulated depreciation 1
539 555 
Total lease assets4,371 4,446 
Liabilities
Current
OperatingCurrent operating lease liabilities541 501 
FinanceCurrent maturities of long-term debt86 72 
Noncurrent
OperatingNoncurrent operating lease liabilities3,890 3,943 
FinanceLong-term debt, excluding current maturities564 612 
Total lease liabilities$5,081 $5,128 
1Finance lease assets are recorded net of accumulated amortization of $122 million as of January 29, 2021, and $42 million as of January 31, 2020.

The table below presents the lease costs for finance and operating leases for fiscal years ended January 29, 2021 and January 31, 2020:
Lease Cost
(In millions)
Years Ended
January 29, 2021January 31, 2020
Finance lease cost
Amortization of leased assets$82 $45 
Interest on lease liabilities32 30 
Operating lease cost 1
659 674 
Variable lease cost244 224 
Total lease cost$1,017 $973 
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, 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 
1Operating lease payments include $295 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $669 million of minimum lease payments for leases signed but not yet commenced.
2Finance lease payments include $11 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $6 million of minimum lease payments for leases signed but not yet commenced.
3Calculated using the lease-specific incremental borrowing rate.
4Includes the current portion of $541 million for operating leases and $86 million for finance leases.

Lease Term and Discount RateJanuary 29, 2021January 31, 2020
Weighted-average remaining lease term (years)
Operating leases9.6110.25
Finance leases7.889.06
Weighted-average discount rate
Operating leases3.88 %4.10 %
Finance leases5.34 %5.64 %

Other InformationYears Ended
(In millions)January 29, 2021January 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases$643 $825 
Operating cash flows used for finance leases32 30 
Financing cash flows used for finance leases104 57 
Leased assets obtained in exchange for new finance lease liabilities69 329 
Leased assets obtained in exchange for new operating lease liabilities 1
465 551 
1Excludes $669 million of leases signed but not yet commenced as of January 29, 2021.

NOTE 6: Exit Activities

During fiscal years 2020, 2019, and 2018, the Company has incurred costs associated with an ongoing strategic reassessment of its business to drive an increased focus on its core home improvement operations and to improve overall operating performance and profitability. As a result of this reassessment, the Company decided to exit certain activities and close certain locations as further described below. Expenses associated with long-lived asset impairment, discontinued projects, severance, and lease obligations are included in SG&A expense in the consolidated statements of earnings. Expenses associated with accelerated depreciation are included in depreciation and amortization expense in the consolidated statements of earnings. Inventory adjustments to net realizable value are included in cost of sales in the consolidated statements of earnings.

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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. A summary of the significant charges associated with the restructuring of the Canadian operations, are 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:
(In millions)Lease obligations
Accrual for exit activities, balance at February 1, 2019$361
ASU 2016-02 adoption impact 2
(168)
Cash payments(43)
Adjustments 1
(62)
Accrual for exit activities, balance at January 31, 2020$88
Cash payments(18)
Adjustments 1
(1)
Accrual for exit activities, balance at January 29, 2021$69
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 6:7: Short-Term Borrowings


TheCommercial Paper Program

In March 2020, the Company hasentered into a $1.75$1.02 billion five-year unsecured revolving credit agreement (the 20162020 Credit Facility)Agreement) with a syndicate of banks that expires in November 2021.  Subject to obtainingbanks. In connection with 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 fromunder the lenders and satisfying other conditions specified in the 20162019 Credit Facility, we may increase the aggregate availability by an additional $500 million. The 2016 Credit Facility supports our commercial paper program.Agreement as of March 23, 2020. Borrowings under our commercial paper program reduce the amount available for borrowing under its terms.2020 Credit Agreement will bear interest calculated according to a Base Rate or a Eurocurrency Rate, plus an applicable margin. The 20162020 Credit Facility 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 February 2, 2018.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 Second Amended and Restated Credit Agreement, the Company may increase the aggregate availability by an additional $270 million.  The Second Amended and Restated Credit Agreement contains customary representations, warranties, and covenants for a transaction of this type. The Company was in compliance with those covenants at January 29, 2021.
The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement (collectively, Credit Agreements) support the Company’s commercial paper program. The amounts available to be drawn under the Credit Agreements are reduced by the amount of borrowings under the commercial paper program. There were 0 outstanding borrowings under the Company’s commercial paper program, the Second Amended and Restated Credit Agreement, or the 2020 Credit Agreement as of January 29, 2021. Outstanding borrowings under the Company’s commercial paper program were $1.1$941 million, with a weighted average interest rate of 2.10%, as of January 31, 2020. There were 0 outstanding borrowings under the Second Amended and Restated Credit Agreement or the 2019 Credit Agreement as of January 31, 2020. Total combined availability under the 2020 Credit Agreement and Second Amended and Restated Credit Agreement was $3.0 billion as of January 29, 2021.
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 of 1.85%2.29%, as of February 2, 2018, and $510 million, with aJanuary 31, 2020. The weighted average interest rate of 1.01%,total short-term borrowings was 2.14% as of February 3, 2017. There were no outstanding borrowings under the 2016 Credit FacilityJanuary 31, 2020.

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 
1    Real properties with an aggregate book value of $16 million as of February 2, 2018 or February 3, 2017.January 29, 2021, were pledged as collateral for secured debt.


NOTE 7: Long-Term Debt
Debt Category
(In millions)
Weighted-Average Interest Rate at February 2, 2018
 February 2, 2018
 February 3, 2017
Secured debt:     
Mortgage notes due through fiscal 2027 1
5.38% $6
 $7
Unsecured debt:     
Notes due through fiscal 20223.05% 3,577
 4,324
Notes due fiscal 2023-20273.17% 4,636
 3,143
Notes due fiscal 2028-20326.67% 563
 696
Notes due fiscal 2033-20375.96% 897
 1,536
Notes due fiscal 2038-20424.95% 1,119
 1,731
Notes due fiscal 2043-20474.08% 4,169
 2,891
Capitalized lease obligations due through fiscal 2041  891
 861
Total long-term debt  15,858
 15,189
Less current maturities  (294) (795)
Long-term debt, excluding current maturities  $15,564
 $14,394
1
Real properties with an aggregate book value of $26 million were pledged as collateral at February 2, 2018, for secured debt.


Debt maturities, exclusive of unamortized original issue discounts, unamortized debt issuance costs, and capitalizedfinance lease obligations, for the next five fiscal years and thereafter are as follows: 2018, $251 million; 2019, $1.1 billion; 2020, $500 million; 2021, $1.0 billion; 2022, $765 million; 2023, $503 million; 2024, $450 million; 2025, $1.5 billion; thereafter, $11.5$17.1 billion.


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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 covenants of these agreements at February 2, 2018.January 29, 2021.


UnsecuredDuring 2020, the Company issued $8.0 billion of unsecured fixed rate notes issued during 2015 were 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 Date Principal Amount (in millions) Maturity Date Fixed vs. Floating Interest Rate Discount (in millions)
September 2015 $250
 September 2018 Floating Floating $1
September 2015 $750
 September 2025 Fixed 3.375% $8
September 2015 $750
 September 2045 Fixed 4.375% $24


The floating rate notes issued in 2015 will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 0.600% (2.174% as of February 2, 2018). Interest on these floating rate notes is payable quarterly in arrears in March, June, September, and December of each year until maturity. Interest on the fixed rate notes issued in 2015 is payable semiannually in arrears in March 2020 Notes and September of each year until maturity.

Unsecured notes issued during 2016 were as follows:
Issue Date Principal Amount (in millions) Maturity Date Fixed vs. Floating Interest Rate Discount (in millions)
April 2016 $250
 April 2019 Floating Floating $1
April 2016 $350
 April 2019 Fixed 1.150% $1
April 2016 $1,350
 April 2026 Fixed 2.500% $12
April 2016 $1,350
 April 2046 Fixed 3.700% $19

The floating rate notes issued in 2016 will bear interest at a floating rate, reset quarterly, equal toOctober 2020 Notes (collectively, the three-month LIBOR plus 0.240% (1.960% as of February 2, 2018). Interest on these floating rate notes is payable quarterly in arrears in April, July,

October, and January of each year until maturity. Interest on the fixed rate notes issued in 20162020 Notes) is payable semiannually in arrears in April and October of each year until maturity.


UnsecuredDuring 2019, the Company issued $3.0 billion of unsecured fixed rate notes issued during 2017 were 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 Date Principal Amount (in millions) Maturity Date Fixed vs. Floating Interest Rate Discount (in millions)
May 2017 $1,500
 May 2027 Fixed 3.100% $9
May 2017 $1,500
 May 2047 Fixed 4.050% $23


Interest on the notes issued in 20172019 (the 2019 Notes) is payable semiannually in arrears in MayApril and NovemberOctober of each year until maturity.

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.


The indentures governing the fixed rate notes issued in 2017, 2016,2020 and 2015,2019 Notes contain a provision that allows the Company to redeem thethese notes at any time, in whole or in part, at specified redemption prices, plus accrued interest, if any, up to the date of redemption. We do not have the right to redeem the floating rate notes issued in 2016 and 2015 prior to maturity. 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 (as defined in the indentures) occurs. If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such notes up to the date of purchase, if any.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 indenture includesindentures 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 2017,2020, the Company completed a cash tender offeroffers to purchase and retire $1.6$3.0 billion combined aggregate principal amount of its outstanding notes andwith 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 $464 million.$1.1 billion which includes premium paid to holders of the debt, unamortized deferred financing fees and original issue discounts, and loss on reverse treasury lock derivative contracts. See Note 9 for additional information regarding the reverse treasury lock derivative contracts.


NOTE 8: Shareholders’ Equity9: Derivative Instruments


Authorized sharesCash Flow Hedges

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 preferred stock were 5.0 million ($5 par value) at February 2, 2018,the Company’s outstanding derivative financial instruments and February 3, 2017, nonecorresponding fair value classifications.

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Table 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.Contents

Authorized shares of common stock were 5.6 billion ($.50 par value) at February 2, 2018, and February 3, 2017.

The Company has a share repurchase program that is executed through purchases made from time to time eitherimpact of forward interest rate swap derivatives, both matured and outstanding, designated as cash flow hedges recorded in other comprehensive income and earnings for 2020, 2019, and 2018, including its line item in the open market or through private off-market transactions.  Shares purchased underfinancial 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 

Other Derivatives Not Designated as Hedging Instruments

To hedge the repurchase program are retired and returnedeconomic risk of changes in value of the 2020 cash tender offers prior to authorized and unissued status.  On January 27, 2017, the Company’s Board of Directors authorized a $5.0 billion share repurchase under the program with no expiration, which was announced on the same day. On January 26, 2018, the Company’s Board of Directors authorized an additional $5.0 billion share repurchase under the program with no expiration, which was announced on the same day. As of February 2, 2018, the Company had $6.9 billion remaining under the program.

During the year ended February 2, 2018,pricing date, the Company entered into Accelerated Share Repurchase (ASR) agreementsreverse treasury lock derivative contracts with third-party financial institutions to repurchase a totalcombined notional amount of 15.7 million shares$2.0 billion. Upon the pricing of the Company’s common stock for $1.3 billion. At inception,2020 cash tender offers, the Company paidsettled the financial institutions using cashreverse treasury lock derivative contracts and made a payment to its counterparty for $26 million, which is included in loss on hand and took initial deliveryextinguishment of shares. Underdebt in the termsconsolidated statements 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 outstandingearnings 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.  The forward stock purchase contracts were considered indexed to the Company’s own stock and were classified as equity instruments.

During the year ended February 2, 2018,January 29, 2021. The cash flows related to these contracts are included within financing activities in the Company also repurchased sharesaccompanying consolidated statements of its common stock through the open market totaling 23.4 million shares for a cost of $1.8 billion.cash flows.


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.

Shares repurchased for 2017 and 2016 were as follows:
 2017 2016
(In millions)Shares
 
Cost 1

 Shares
 
Cost 1

Share repurchase program39.1
 $3,133
 46.7
 $3,500
Shares withheld from employees0.5
 41
 1.0
 77
Total share repurchases39.6
 $3,174
 47.7
 $3,577
1
Reductions of $2.9 billion and $3.3 billion were recorded to retained earnings, after capital in excess of par value was depleted, for 2017 and 2016, respectively.

NOTE 9:10: Shareholders’ Equity

Authorized shares of preferred stock were 5.0 million ($5 par value) at January 29, 2021 and January 31, 2020, NaN 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, 2021 and January 31, 2020.

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, the Company announced that its Board of Directors authorized a $15.0 billion share repurchase under the program, in addition to the $10.0 billion of share repurchases authorized by the Board of Directors in December 2018, with no expiration. As of January 29, 2021, the Company had $19.7 billion remaining under the program.

During the year ended January 29, 2021, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 24.2 million shares of the Company’s common stock for $3.5 billion. At inception, the Company paid the financial institutions using cash on hand and took initial delivery of shares. Under the terms of the ASR agreements, upon settlement, the Company would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution.  The Company controlled its election to either deliver additional shares or cash to the financial institution and was subject to provisions which limited the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of each ASR agreement was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.  The initial repurchase of shares under these agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

These ASR agreements were accounted for as treasury stock transactions and forward stock purchase contracts.  The par value of the shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and retained earnings.  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, follow (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 
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, the Company also repurchased shares of its common stock through the open market totaling 10.0 million shares for a cost of $1.4 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.

Shares repurchased for 2020, 2019, and 2018 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 
1Reductions of $4.7 billion, $4.1 billion, and $2.8 billion were recorded to retained earnings, after capital in excess of par value was depleted, for 2020, 2019, and 2018, respectively.

NOTE 11: Accounting for Share-Based Payments


Overview of Share-Based Payment Plans


The Company has a number of active and inactive equity incentive plans (the Incentive Plans) under which the Company has been authorized to grant share-based awards to key employees and non-employee directors.  The Company also has an employee stock purchase plan (the ESPP) that allows employees to purchase Company shares at a discount through payroll deductions.  All of these plans contain a nondiscretionarynon-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 under the Company’s currently active Incentive Plans. In addition, a total of 70.0 million shares have been previously authorized for purchases by employees participating in the ESPP.   

At February 2, 2018,January 29, 2021, there were 33.527.7 million shares remaining available for grants under the currently active Incentive Plans

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 50.5 million of the 70.0 million authorized shares were issued from its adoption to expiration on the last exercise date on November 30, 2020. The first offering period under the 2020 ESPP ends May 31, 2021 with the automatic exercise of options to occur the same day, thus no shares have been issued thereunder at the time of filing this Annual Report, and 21.920.0 million sharesshares remaining available for purchases under the ESPP.  purchases.


The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $99$155 million, $90$98 million, and $117$74 million in 2017, 20162020, 2019, and 20152018 respectively.  The total associated income tax benefit recognized, exclusive of excess tax benefits, was $31 million, $29 million, $15 million, and $38$15 million in 2017, 20162020, 2019, and 2015,2018, respectively.


Total unrecognized share-based payment expense for all share-based payment plans was $118$290 million at February 2, 2018,January 29, 2021, of which $69$159 million will be recognized in 2018, $432021, $113 million in 20192022, and $6$19 million thereafter.  This results in these amounts being recognized over a weighted-average period of 1.71.6 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 provided.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 seven or 10 years, with one-third of each grant vesting each year for three years, subsequent to the date of the grant, and are assigned an exercise price equal to the closing market price of a share of the Company’s common stock on the date of grant.  Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period.  


The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model.  When determining expected volatility, the Company considers the historical volatility of the Company’s stock price, as well as implied volatility.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term.  The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised.  The Company uses historical data to estimate the timing and amount of forfeitures.  The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2017, 2016,2020, 2019, and 20152018 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 
 2017
 2016
 2015
Weighted-average assumptions used:     
Expected volatility23.6% 24.0% 31.3%
Dividend yield1.68% 1.66% 1.69%
Risk-free interest rate2.14% 1.42% 1.99%
Expected term, in years6.43
 6.44
 7.00
      
Weighted-average grant date fair value$18.30
 $15.00
 $20.27


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 $77$60 million, $73$44 million, and $68$36 million in 2017, 20162020, 2019, and 2015,2018, respectively.


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Transactions related to stock options for the fiscal year ended February 2, 2018January 29, 2021 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 Share
 Weighted-Average Remaining Term (In years) Aggregate Intrinsic Value (In thousands)
Outstanding at February 3, 20174,239
 $49.84
    
Granted394
 82.44
    
Canceled, forfeited or expired(131) 67.55
    
Exercised(1,687) 37.72
    
Outstanding at February 2, 20182,815
 $60.84
 7.14 $114,479
Vested and expected to vest at February 2, 2018 1
2,764
 $60.54
 7.10 $113,200
Exercisable at February 2, 20181,784
 $52.55
 6.29 $87,318
1    Includes outstanding vested options as well as outstanding nonvested options after a forfeiture rate is applied.
1
Includes outstanding vested options as well as outstanding nonvested options after a forfeiture rate is applied.


Restricted Stock Awards


Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of grant.  In general, these awards vest at the end of a three-year period from the date of grant.  Beginning in fiscal 2019, certain awards vest 50% at the end of a two-year period from the date of grant and 50% at the end of a three-year period from the date of grant. All awards are expensed on a straight-line basis over thata 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 $82.41, $71.35$83.83, $109.04, and $69.44 $86.99 in 2017, 2016,2020, 2019, and 2015,2018, respectively. The total fair value of restricted stock awards vesting each year was approximately $71$31 million, $151$64 million, and $144$85 million in 2017, 20162020, 2019, and 2015,2018, respectively.



Transactions related to restricted stock awards for the fiscal year ended February 2, 2018January 29, 2021 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 February 3, 20172,681
 $64.22
Granted473
 82.41
Vested(910) 53.87
Canceled or forfeited(348) 67.03
Nonvested at February 2, 20181,896
 $73.21


Deferred Stock Units


Deferred stock units are valued at the market price of a share of the Company’s common stock on the date of grant.  For non-employee Directors, these awards vest immediately and are expensed on the grant date. During 2017, 20162020, 2019, and 2015,2018, each non-employee Director was awarded a number of deferred stock units determined by dividing the annual award amount by the fair market value of a share of the Company’s common stock on the award date and rounding up to the next 100 units.  The annual award amount used to determine the number of deferred stock units granted to each Director was $175,000 for 2017,2020, 2019, and $150,000 for 2016 and 2015.2018.  During 2017, 22,0002018, 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, 15,100 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 $80.22, $80.35$130.35, $93.28, and $69.98$95.83 in 2017, 20162020, 2019, and 2015,2018, respectively. The total fair value of deferred stock units vested was $1.8$2 million, $2 million, and $2 million in 2017,2020, 2019, and $1.5 million in 2016 and 2015.  During 2017, no fully vested deferred stock units were released as a result of termination of service.2018, respectively.  At February 2, 2018,January 29, 2021, there were 0.4 million142 thousand deferred stock units outstanding, all of which wereare vested.


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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. TheFor 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). These awards 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 fiscal 2016, the Company began issuingThe performance share units that 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 RONCAA 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 year performance period. The Company useduses 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 20172020 and 20162019 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
 2017
 2016
Weighted-average assumptions used:   
Expected volatility20.8% 21.4%
Dividend yield1.62% 1.53%
Risk-free interest rate1.46% 0.88%
Expected term, in years2.83
 2.82



In general, 0% to 200% of the Company’s performance share units vest at the end of a three 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 $91.50, $77.58$203.85, $115.93, and $71.52$82.22 in 2017, 20162020, 2019, and 2015,2018, respectively.  The total fair value of performance share units vesting was approximately $31$0 million, $24$19 million, and $25$13 million in 2017, 2016,2020, 2019, and 2015,2018, respectively.


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Transactions related to performance share units classified as equity awards for the fiscal year ended February 2, 2018January 29, 2021 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 February 3, 2017723
 $65.30
Granted273
 91.50
Vested(253) 47.29
Canceled or forfeited(45) 77.42
Nonvested at February 2, 2018698
 $81.31
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, 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.
¹The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. As of February 2, 2018, the maximum number of nonvested units that could vest under the provisions of the agreements was 1.3 million for the RONCAA awards.


Restricted Stock Units


Restricted stock units do not have dividend rights and are valued at the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period.  In general, these awards vest at the end of a three-year period from the date of grant. Beginning in fiscal 2019, certain awards vest 50% at the end of a two-year period from the date of grant and 50% at the end of a three-year period from the date of grant. 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 $75.44, $67.26$75.59, $103.40, and $66.24$80.32 in 2017, 20162020, 2019, and 2015,2018, respectively. The total fair value of restricted stock units vesting was approximately $5.6$5 million, $7.7$9 million, and $3.5$7 million in 2017, 20162020, 2019, and 2015,2018, respectively.


Transactions related to restricted stock units for the fiscal year ended February 2, 2018January 29, 2021 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 February 3, 2017323
 $62.85
Granted85
 75.44
Vested(72) 50.42
Canceled or forfeited(59) 66.29
Nonvested at February 2, 2018277
 $69.21


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. TheUnder the Former ESPP, the Company issued 1.10.7 million shares of common stock in 2017 and 1.32020, 0.8 million shares of common stock in 20162019, and 20150.9 million shares of common stock in 2018 and recognized $13 million, $15 million, and $14$16 million of share-based payment expense pursuant to the planFormer ESPP in 2017, 2016,2020 and 2015, respectively.


NOTE 10: 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 six months after their original date$13 million of service.  Eligible employees hired or rehired prior to November 1, 2012, were automatically enrolled in the 401(k) Plan at a contribution rate of 1% of their pre-tax annual compensation unless they elected otherwise.  Eligible employees hired or rehired November 1, 2012, or later must make an active election to participate in the 401(k) Plan.  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 Matchshare-based payment expense pursuant to the terms of the 401(k) Plan.Former ESPP in 2019 and 2018. The Company Match varies based on how much the employee elects to defer up to a maximum of 4.25% of eligible compensation.  The Company Match is invested identically to employee contributions and is immediately vested.

The Company maintains a Benefit Restoration Plan to supplement benefits providedfirst offering period under the 401(k) Plan2020 ESPP ends May 31, 2021 with the automatic exercise of options to participants whose benefits are restricted as a result of certain provisions ofoccur 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, $180 million and $155 million in 2017, 2016 and 2015, respectively.

NOTE 11: Income Taxes

The following is a reconciliation of the federal statutory tax rate to the effective tax rate:
 2017
 2016
 2015
Statutory federal income tax rate 1
33.7 % 35.0 % 35.0 %
State income taxes, net of federal tax benefit2.9
 3.6
 3.6
Valuation allowance - Australian joint venture(0.6) 2.0
 4.2
Other, net1.2
 (0.1) (0.4)
Effective tax rate37.2 % 40.5 % 42.4 %
1 The Company utilized a blended rate in 2017 due to the Tax Cuts and Job Act enacted on December 22, 2017.

The components of the income tax provision are as follows:
(In millions)2017
 2016
 2015
Current:     
Federal$1,734
 $1,824
 $1,688
State252
 275
 248
Total current 1
1,986
 2,099
 1,936
Deferred:     
Federal60
 6
 (59)
State(4) 3
 (4)
Total deferred 1
56
 9
 (63)
Total income tax provision$2,042
 $2,108
 $1,873
1
Amounts applicable to foreign income taxes were insignificant for all periods presented.


The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:
(In millions)February 2, 2018
 February 3, 2017
Deferred tax assets:   
Self-insurance$238
 $352
Share-based payment expense36
 69
Deferred rent66
 78
Impairment of investment
 381
Capital loss carryforwards225
 
Net operating losses213
 174
Other, net124
 175
Total deferred tax assets902
 1,229
Valuation allowance(475) (578)
Net deferred tax assets427
 651
    
Deferred tax liabilities:   
Property(264) (417)
Other, net(23) (34)
Total deferred tax liabilities(287) (451)
    
Net deferred tax asset$140
 $200

On December 22, 2017, the U.S. government enacted the Tax Cuts and Job Act (Tax Act). Among other provisions, the Tax Act lowered the corporate federal income tax rate from 35% to 21%, and effectively changed the U.S. corporate income tax system from a worldwide tax system to a territorial tax system. In addition, the Tax Act established a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and added a new provision for a tax on global intangible low-taxed income (GILTI). The Company has made an accounting policy election to record the U.S. income tax effect of future GILTI inclusions in the period in which they arise. The Tax Act could be amended or subjected to technical correction, which could change the financial impacts recorded at February 2, 2018, or expected to be recorded in future periods.

Also on December 22, 2017, the Securities and Exchange Commissionsame day; no shares have been issued Staff Accounting Bulletin (SAB 118) which provided guidance on accounting for the impact of the Tax Act. SAB 118 provides for a measurement period, that cannot extend beyond one year from the law’s enactment date, to determine and report a provisional impact of certain income tax effects of the Tax Act that were incomplete under ASC 740 as of year-end.

As a result of the Tax Act, the Company utilized a blended statutory tax rate of 33.7% for 2017 in accordance with Section 15 of the Internal Revenue Code. This blended rate resulted in a tax benefit of $58 million for the year. The Company recorded a $56 million provisional tax expense for the measurement of its U.S. net deferred tax assetsthereunder at the newly enacted corporate rate and a $22 million provisional tax expense for the one-time transition tax on unrepatriated earningstime of foreign subsidiaries. While the Company made reasonable estimates of the impact of the reduction in the corporate rate and the deemed repatriation transition tax, the final impact may differ due to subsequent legislative action changes in interpretations and assumptions as well as the issuance of additional guidance from the Internal Revenue Service and state taxing authorities. The Company will continue to gather additional information to determine the concluding impact.filing this Annual Report.


As of February 2, 2018, the Company reported a deferred tax asset of $225 million, for the capital loss realized in 2017 for U.S. federal income tax purposes related to the exit from the Company’s joint venture investment in Australia. Since no present or future capital gains have been identified through which the asset can be realized, the Company has a full valuation allowance against the deferred tax asset. For U.S. federal tax purposes, this loss has a five-year carryforward period expiring at the end of fiscal 2022. As of February 3, 2017, the Company reported a deferred tax asset and full valuation allowance of $381 million related to its intention to exit the Company’s joint venture investment in Australia.

In December 2016, the U.S. Treasury Department and the U.S. Internal Revenue Service issued final and temporary regulations under Internal Revenue Code Section 987 (the Regulations). The Regulations provide guidance on the taxation of foreign

currency gains and losses arising from qualified business units that operate in a currency other than the currency of their owner. As a result of the newly enacted guidance, net deferred tax assets were reduced by $11 million in 2017 and $33 million in 2016.

The Company operates as a branch in various foreign jurisdictions and cumulatively has incurred net operating losses of $720 million and $640 million as of February 2, 2018, and February 3, 2017, respectively.  These net operating losses are subject to expiration in 2018 through 2037.  Deferred tax assets have been established for these foreign net operating losses in the accompanying consolidated balance sheets.  Given the uncertainty regarding the realization of the foreign net deferred tax assets, the Company recorded cumulative valuation allowances of $234 million and $197 million as of February 2, 2018, and February 3, 2017, respectively.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
(In millions)2017
 2016
 2015
Unrecognized tax benefits, beginning of year$6
 $3
 $7
Additions for tax positions of prior years
 3
 
Reductions for tax positions of prior years(2) 
 (2)
Settlements(1) 
 (2)
Reductions due to a lapse in applicable statute of limitations(3) 
 
Unrecognized tax benefits, end of year$
 $6
 $3

The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $5 million as of February 3, 2017, and $2 million as of January 29, 2016.

The Company recognized $3 million of interest income, $2 million of interest expense, and $1 million of interest income related to uncertain tax positions during 2017, 2016, and 2015, respectively. The Company had no accrued interest related to uncertain tax positions as of February 2, 2018 and $3 million as of February 3, 2017.

Penalties recognized related to uncertain tax positions were insignificant for 2017, 2016, and 2015. Accrued penalties were also insignificant as of February 2, 2018 and February 3, 2017.

The Company is subject to examination by various foreign and domestic taxing authorities. There are ongoing U.S. state audits covering tax years 2011 to 2016. An audit of the Company’s Canadian operations by the Canada Revenue Agency for fiscal years 2012 and 2013 is on-going. The Company remains subject to income tax examinations for international income taxes for fiscal years 2012 through 2016. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

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.

The Company maintains a Benefit Restoration Plan to supplement benefits provided under the 401(k) Plan to participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986.  This plan provides for employee salary deferrals and employer contributions in the form of a Company Match.

The Company maintains a non-qualified deferred compensation program called the Lowe’s Cash Deferral Plan.  This plan is designed to permit certain employees to defer receipt of portions of their compensation, thereby delaying taxation on the deferral amount and on subsequent earnings until the balance is distributed.  This plan does not provide for Company contributions.

The Company recognized expense associated with these employee retirement plans of $175 million, $175 million, 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 Ended
January 29, 2021January 31, 2020February 1, 2019
Statutory federal income tax rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefit4.0 4.1 4.8 
Valuation allowance1.3 
Goodwill impairment5.5 
Mexico impairment(1.4)1.5 
Other, net(0.4)(1.1)(1.0)
Effective tax rate24.6 %23.9 %31.8 %

The components of the income tax provision are as follows:
Years Ended
(In millions)January 29, 2021January 31, 2020February 1, 2019
Current:
Federal$1,578 $935 $963 
State425 268 274 
Total current 1
2,003 1,203 1,237 
Deferred:
Federal(73)121 (102)
State(26)18 (55)
Total deferred 1
(99)139 (157)
Total income tax provision$1,904 $1,342 $1,080 
1    Amounts applicable to foreign income taxes were insignificant for all periods presented.

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The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:
(In millions)January 29, 2021January 31, 2020
Deferred tax assets:
Self-insurance$284 $260 
Share-based payment expense48 30 
Operating lease liabilities1,328 1,377 
Capital loss carryforwards225 225 
Net operating losses274 273 
Other, net337 131 
Total deferred tax assets2,496 2,296 
Valuation allowance(601)(561)
Net deferred tax assets1,895 1,735 
Deferred tax liabilities:
Operating lease assets(1,146)(1,198)
Property(382)(293)
Other, net(27)(28)
Total deferred tax liabilities(1,555)(1,519)
Net deferred tax asset$340 $216 

As of January 29, 2021, the Company reported a deferred tax asset of $225 million, for the capital loss realized in 2017 for U.S. federal income tax purposes related to the exit from the Company’s joint venture investment in Australia. Since no present or future capital gains have been identified through which the asset can be realized, the Company has a full valuation allowance against the deferred tax asset. For U.S. federal tax purposes, this loss has a five-year carryforward period expiring at the end of fiscal 2022.

The Company operates Lowe’s Companies Canada, ULC as a branch and has cumulatively incurred Canadian net operating losses of $769 million and $738 million as of January 29, 2021 and January 31, 2020, 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 losses in the accompanying consolidated balance sheets.  Given the uncertainty regarding the realization of the foreign net deferred tax assets, the Company recorded cumulative valuation allowances of $357 million and $319 million as of January 29, 2021 and January 31, 2020, respectively. These valuation allowances are based on management’s assessment of the available positive and negative evidence to estimate the realization of this entity’s existing deferred tax assets.A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year periods ended January 29, 2021 and January 31, 2020, respectively.The amount of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and if estimates of future taxable income are increased.
A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
Years Ended
(In millions)January 29, 2021January 31, 2020February 1, 2019
Unrecognized tax benefits, beginning of year$$10 $
Additions for tax positions of prior years10 
Reductions for tax positions of prior years(3)
Settlements(2)(5)
Unrecognized tax benefits, end of year$2 $4 $10 

The amounts of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $2 million as of January 29, 2021 and $3 million as of January 31, 2020.
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The interest income and interest expense recognized by the Company related to uncertain tax positions was insignificant for 2020, 2019, and 2018.

Penalties recognized related to uncertain tax positions were insignificant for 2020, 2019, and 2018. There were no accrued penalties as of January 29, 2021, and penalties were insignificant as of January 31, 2020.

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 operations by the Canada Revenue Agency for fiscal years 2015 and 2016 is on-going. The Company remains subject to income tax examinations for fiscal years 2015 through 2019. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

Note 12:14: 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 2017, 20162020, 2019, and 2015:2018:
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 
(In millions, except per share data)2017
 2016
 2015
Basic earnings per common share:     
Net earnings attributable to Lowe's Companies, Inc.$3,447
 $3,091
 $2,546
Less: Net earnings allocable to participating securities(11) (11) (12)
Less: Premium paid to acquire noncontrolling interest
 (18) 
Net earnings allocable to common shares, basic$3,436
 $3,062
 $2,534
Weighted-average common shares outstanding839
 880
 927
Basic earnings per common share$4.09
 $3.48
 $2.73
Diluted earnings per common share:     
Net earnings attributable to Lowe's Companies, Inc.$3,447
 $3,091
 $2,546
Less: Net earnings allocable to participating securities(11) (11) (12)
Less: Premium paid to acquire noncontrolling interest
 (18) 
Net earnings allocable to common shares, diluted$3,436
 $3,062
 $2,534
Weighted-average common shares outstanding839
 880
 927
Dilutive effect of non-participating share-based awards1
 1
 2
Weighted-average common shares, as adjusted840
 881
 929
Diluted earnings per common share$4.09
 $3.47
 $2.73


As discussed in Note 2 to the consolidated financial statements, the Company paid RONA’s preferred shareholders a premium to acquire the remaining noncontrolling interest in RONA during the fourth quarter of fiscal 2016. The premium paid was accounted for as a capital transactionAnti-dilutive securities excluded from diluted weighted-average common shares outstanding totaled 0.3 million, 0.9 million, and as such, no loss was recognized in the Company’s consolidated financial statements. However, the premium paid represents a return on investment to RONA’s preferred shareholders and is not available to common shareholders. Therefore, the premium paid to acquire the remaining noncontrolling interest is reflected in the table above as a deduction from net earnings to compute net earnings allocable to common shares.

Stock options to purchase 0.5 million 1.0 millionshares for 2020, 2019, and 0.3 million shares of common stock for 2017, 2016 and 2015, respectively, were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive.2018, respectively.


NOTE 13: Leases

The Company leases facilities and land for certain facilities under agreements with original terms generally of 20 years.  The leases generally contain provisions for four to six renewal options of five years each.  Some lease agreements also provide for contingent rentals based on sales performance in excess of specified minimums or on changes in the consumer price index.  Contingent rentals were not significant for any of the periods presented.  The Company subleases certain properties that are not used in its operations.  Sublease income was not significant for any of the periods presented.


The future minimum rental payments required under operating leases and capitalized lease obligations having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:
(In millions)
Fiscal Year
Operating Leases
 Capitalized Lease Obligations
 Total
2018$666
 $108
 $774
2019626
 166
 792
2020573
 88
 661
2021526
 91
 617
2022476
 87
 563
Later years2,970
 951
 3,921
Total minimum lease payments$5,837
 $1,491
 $7,328
Less amount representing interest  (600)  
Present value of minimum lease payments  891
  
Less current maturities  (45)  
Present value of minimum lease payments, less current maturities  $846
  

Rental expenses under operating leases were $626 million, $549 million and $473 million in 2017, 2016 and 2015, respectively, and were recognized within SG&A expense.  Excluded from these amounts are rental expenses associated with closed locations which were recognized as exit costs in the period of closure.

NOTE 14: Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings considered to be in the normal course of business, none of which, individually or in the aggregate, are expected to be material to the Company’s financial statements.  In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these matters. The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented. Reasonably possible losses for any of the individual legal proceedings which have not been accrued were not material to the Company’s consolidated financial statements.

As of February 2, 2018, the Company had non-cancelable commitments of $1.1 billion related to certain marketing and information technology programs, and purchases of merchandise inventory.  Payments under these commitments are scheduled to be made as follows: 2018, $537 million; 2019, $318 million; 2020, $160 million; 2021, $51 million; 2022, $3 million; thereafter, $0 million.

At February 2, 2018, the Company held standby and documentary letters of credit issued under banking arrangements which totaled $63 million. The majority of the Company’s letters of credit were issued for insurance contracts.

NOTE 15: 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 $149 million in 2017, $124 million in 2016, and $153 million in 2015. Amounts payable to this vendor were insignificant at February 2, 2018 and February 3, 2017.

A member of the Company’s Board of Directors also serves on the Board of Directors of a vendor that provides certain services to the Company related to health and welfare benefit plans. The Company made payments to this vendor in the amount of $14 million in 2017, $59 million in 2016, and $58 million in 2015. Amounts payable to this vendor were insignificant at February 2, 2018 and February 3, 2017.


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, the Company had non-cancellable commitments of $1.1 billion related to certain marketing and information technology programs, and purchases of merchandise inventory.  Payments under these commitments are scheduled to be made as follows: 2021, $654 million; 2022, $258 million; 2023, $106 million; 2024, $50 million; thereafter, $50 million.

At January 29, 2021, the Company held standby and documentary letters of credit issued under banking arrangements which totaled $61 million. The majority of the Company’s letters of credit were issued for insurance and construction contracts.

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 $138 million in 2020, $117 million in 2019, and $91 million in 2018. Amounts payable to this vendor were insignificant at January 29, 2021 and January 31, 2020.

NOTE 17: Other Information


Net interest expense is comprised of the following:
Years Ended
(In millions)January 29, 2021January 31, 2020February 1, 2019
Long-term debt$807 $668 $582 
Lease obligations32 30 58 
Short-term borrowings13 
Interest income(24)(27)(28)
Interest capitalized(1)(3)
Interest on tax uncertainties
Other20 21 12 
Interest – net$848 $691 $624 
(In millions)2017
 2016
 2015
Long-term debt$582
 $583
 $505
Capitalized lease obligations56
 53
 42
Interest income(16) (12) (4)
Interest capitalized(5) (4) (3)
Interest on tax uncertainties(3) 2
 (1)
Other19
 23
 13
Interest - net$633
 $645
 $552


Supplemental disclosures of cash flow information:
Years Ended
(In millions)January 29, 2021January 31, 2020February 1, 2019
Cash paid for interest, net of amount capitalized$824 $671 $635 
Cash paid for income taxes, net$1,588 $1,423 $1,316 
Non-cash investing and financing activities: 1
Cash dividends declared but not paid$440 $420 $385 
1See Note 5 for supplemental cash flow disclosures related to finance and operating leases.
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(In millions)2017
 2016
 2015
Cash paid for interest, net of amount capitalized$654
 $619
 $535
Cash paid for income taxes, net$1,673
 $2,217
 $2,055
Non-cash investing and financing activities:     
Non-cash property acquisitions, including assets acquired under capital lease$97
 $86
 $102
Cash dividends declared but not paid$340
 $304
 $255


Sales by product category:
Years Ended
January 29, 2021January 31, 2020February 1, 2019
(Dollars in millions)Total Sales%Total Sales%Total Sales%
 Appliances$12,098 14 %$9,989 14 %$9,484 13 %
 Seasonal & Outdoor Living8,856 10 6,814 6,592 
 Lawn & Garden8,854 10 6,481 6,166 
 Lumber8,337 5,709 5,863 
 Kitchens & Bath6,158 5,434 5,584 
 Tools5,394 4,246 4,062 
 Paint5,371 4,074 4,040 
 Millwork4,962 4,197 4,056 
 Hardware4,698 3,841 3,724 
 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 
 Other2,043 2,094 2,800 
Net sales$89,597 100 %$72,148 100 %$71,309 100 %
Note: Product category sales for prior periods have been reclassified to conform to the current year presentation.

67
 2017 2016 2015
(Dollars in millions)Total Sales
 %
 Total Sales
 %
 Total Sales
 %
Lumber & Building Materials$9,508
 14% $8,505
 13% $7,007
 12%
Appliances7,696
 11
 7,037
 11
 6,477
 11
Seasonal & Outdoor Living7,165
 10
 6,996
 11
 6,623
 11
Tools & Hardware6,713
 10
 6,359
 10
 5,686
 10
Fashion Fixtures6,429
 9
 6,303
 10
 5,806
 10
Rough Plumbing & Electrical6,149
 9
 5,741
 9
 5,203
 9
Paint5,321
 8
 5,183
 8
 4,742
 8
Millwork5,308
 8
 5,236
 8
 4,957
 8
Lawn & Garden5,251
 8
 5,109
 8
 4,732
 8
Flooring4,363
 6
 4,227
 6
 3,887
 7
Kitchens3,644
 5
 3,532
 5
 3,276
 5
Other1,072
 2
 789
 1
 678
 1
Totals$68,619
 100% $65,017
 100% $59,074
 100%


NOTE 17: Derivative Instruments

In February 2016, the Company entered into an option to purchase 3.2 billion Canadian dollars in order to manage the foreign currency exchange rate risk on the consideration to be paid for the RONA acquisition. This option contract was not accounted for as a hedging instrument, and gains and losses resulting from changes in fair value and settlement were included in selling, general and administrative expense in the accompanying consolidated statementsTable of current and retained earnings. The cash flows related to this option were included within investing activities in the accompanying consolidated statements of cash flows.Contents


The premium paid for the foreign currency exchange option contract was $103 million. The option contract was settled during the second quarter of fiscal year 2016 for $179 million, resulting in a total realized gain of $76 million for the year ended February 3, 2017.

The Company’s other derivative instruments, and related activity, were not material in any of the periods presented.


SUPPLEMENTARY DATA


Selected Quarterly Data (UNAUDITED)


The following table summarizes the quarterly consolidated results of operations for 20172020 and 2016:2019:


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 

 2017
(In millions, except per share data)
First 1

 
Second 2

 Third
 
Fourth 3

Net sales$16,860
 $19,495
 $16,770
 $15,494
Gross margin5,800
 6,670
 5,713
 5,226
Net earnings602
 1,419
 872
 554
Basic earnings per common share0.70
 1.68
 1.05
 0.67
Diluted earnings per common share$0.70
 $1.68
 $1.05
 $0.67
        
 2016
(In millions, except per share data)
First 4

 
Second 5

 
Third 6

 
Fourth 7, 8

Net sales$15,234
 $18,260
 $15,739
 $15,784
Gross margin5,337
 6,288
 5,407
 5,432
Net earnings884
 1,167
 379
 663
Basic earnings per common share0.98
 1.32
 0.43
 0.74
Diluted earnings per common share$0.98
 $1.31
 $0.43
 $0.74
1
The first quarter of fiscal 2017 includes a $464 million loss on extinguishment of debt in connection with a $1.6 billion cash tender offer.
2
The second quarter of fiscal 2017 includes a $96 million gain from the sale of the Company’s interest in its Australian joint venture with Woolworths.
3
The fourth quarter of fiscal 2017 includes the $20 million net impact associated with the Tax Cuts and Jobs Act of 2017 and $66 million from a one-time cash bonus to eligible hourly employees attributable to the passage of the Tax Cuts and Jobs Act of 2017.
4
The first quarter of fiscal 2016 includes a $160 million unrealized gain associated with a foreign currency hedge entered into in advance of the RONA acquisition.
5
The second quarter of fiscal 2016 includes a $84 million loss from the Company settling its foreign currency hedge entered into in advance of the RONA acquisition.
6
The third quarter of fiscal 2016 includes the following: $290 million resulting from impairment associated with the wind down of the Company’s investment in the Australian joint venture with Woolworths; $96 million related to a write-off for projects that were canceled as part of the Company’s ongoing review of strategic initiatives in an effort to focus on critical projects that will drive desired outcomes; and $76 million related to goodwill and long-lived asset impairments associated with the Company’s Orchard operations as part of a strategic reassessment of this business.
7
The fourth quarter of fiscal 2016 includes the following: $84 million for severance-related costs associated with the Company’s productivity efforts; $32 million resulting from a tax charge primarily related to the issuance of final Internal Revenue Code Section 987 regulations in December 2016.
8
The fourth quarter of fiscal 2016 contained an additional week.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A - Controls and Procedures


The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, (as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act)). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report,

the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.


Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in Item 8 of this Annual Report.


In addition, no change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended February 2, 2018January 29, 2021, 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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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, “Executive Officers of the Registrant”“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”, “Information About the Board of Directors and Committees of the Board”, “Section 16(a) Beneficial Ownership Reporting Compliance”“Corporate Governance”, and “Additional Information - Shareholder Proposals for the 20192022 Annual Meeting” in the definitive Proxy Statement for the 20182021 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February 2, 2018January 29, 2021 (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”, “Investor Relations”“Investors”, and “Governance“Corporate Governance - Code of Business Conduct and Ethics”Governance Documents” headings.  You can also obtain a copy of the complete Code by contacting Investor Relations at 1-800-813-7613.


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 “Information About the Board of Directors and Committees of the Board“Corporate Governance – Compensation of Directors”, “Compensation Discussion and Analysis”, “Compensation Tables”, and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.


Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The information required by this item is furnished by incorporation by reference to the information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement.


Item 13 - Certain Relationships and Related Transactions, and Director Independence


The information required by this item is furnished by incorporation by reference to the information under the headings “Information About the Board of Directors and Committees of the Board“Corporate Governance – Director Independence”, “Related Person Transactions”, and “Appendix A: 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.
Page No.



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2. Financial Statement Schedule


SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions)Balance at beginning of periodCharges to costs
and expenses
DeductionsBalance at end of period
January 29, 2021:
Reserve for loss on obsolete inventory$105 $77 1$$182 
Reserve for inventory shrinkage244 907 (786)2365 
Reserve for sales returns194 58 252 
Deferred tax valuation allowance561 40 

601 
Self-insurance liabilities1,104 1,568 (1,579)51,093 
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 
1Represents the net increase in the required reserve based on the Company’s evaluation of obsolete inventory.
2Represents the actual inventory shrinkage experienced at the time of physical inventories.
3Represents 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.
5Represents 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.


71
(In millions)Balance at beginning of period
 
Charges to costs
and expenses

   Deductions
   Balance at end of period
            
February 2, 2018:           
Reserve for loss on obsolete inventory$59
 $18
 
1 
 $
   $77
Reserve for inventory shrinkage189
 456
   (433) 
2 
 212
Reserve for sales returns71
 
   
   71
Deferred tax valuation allowance578
 
   (103) 
4 
 475
Self-insurance liabilities831
 1,547
   (1,488) 
5 
 890
Reserve for exit activities66
 19
   (25) 
6 
 60
            
February 3, 2017:           
Reserve for loss on obsolete inventory$46
 $13
 
1 
 $
   $59
Reserve for inventory shrinkage171
 397
   (379) 
2 
 189
Reserve for sales returns66
 5
 
3 
 
   71
Deferred tax valuation allowance447
 131
 
4 
 
   578
Self-insurance liabilities883
 1,418
   (1,470) 
5 
 831
Reserve for exit activities67
 47
   (48) 
6 
 66
            
January 29, 2016:           
Reserve for loss on obsolete inventory$52
 $
   $(6) 
1 
 $46
Reserve for inventory shrinkage162
 345
   (336) 
2 
 171
Reserve for sales returns65
 1
 
3 
 
   66
Deferred tax valuation allowance170
 277
 
4 
 
   447
Self-insurance liabilities905
 1,357
   (1,379) 
5 
 883
Reserve for exit activities53
 34
   (20) 
6 
 67
            
Represents the net increase/(decrease) 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.
4
Represents an increase/(decrease) in the required reserve based on the Company’s evaluation of deferred tax assets.
5
Represents claim payments for self-insured claims.
6
Represents lease payments, net of sublease income.


3. Exhibits
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
72
Exhibit Number   Incorporated by Reference
 Exhibit Description Form File No. Exhibit Filing Date
2.1  10-K 001-07898 2.1 March 29, 2016
           
3.1  10-Q 001-07898 3.1 September 1, 2009
           
3.2  8-K 001-07898 3.1 May 31, 2016
           
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  10-K 001-07898 4.5 April 3, 2007
           
4.6  S-3 (POSASR) 333-137750 4.5 October 10, 2006
           


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

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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

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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
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Exhibit Number   Incorporated by Reference
 Exhibit Description Form File No. Exhibit Filing Date
4.17  8-K 001-07898 10.1 November 28, 2016
           
10.1  10-Q 001-07898 10.1 December 2, 2008
           
10.2  10-K 001-07898 10.21 March 30, 2010
           
10.3  DEF 14A 001-07898 Appendix B April 13, 2012
           
10.4  S-8 333-34631 4.2 August 29, 1997
           
10.5  10-K 001-07898 10.16 April 19, 1999
           
10.6  10-K 001-07898 10.17 April 19, 1999
           
10.7  10-K 001-07898 10.25 March 29, 2011
           
10.8  10-K 001-07898 10.22 March 31, 2009
           
10.9  10-Q 001-07898 10.2 December 12, 2007
           
10.10  10-K 001-07898 10.10 March 29, 2011
           
10.11  10-K 001-07898 10.11 March 29, 2011

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
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Exhibit Number   Incorporated by Reference
 Exhibit Description Form File No. Exhibit Filing Date
           
10.12  10-Q 001-07898 10.1 December 1, 2011
           
10.13  10-Q 001-07898 10.1 September 4, 2012
           
10.14  10-Q 001-07898 10.1 December 3, 2013
           
10.15  10-K 001-07898 10.1 March 31, 2015
           
10.16  10-K 001-07898 10.16 April 4, 2017
           
10.17  10-Q 001-07898 10.1 September 3, 2008
           
10.18  10-Q 001-07898 10.2 September 4, 2012
           
10.19  10-Q 001-07898 10.2 September 3, 2008
           
10.20  10-Q 001-07898 10.1 June 4, 2004
           
10.21  10-Q 001-07898 10.1 December 12, 2007
           
10.22  10-Q 001-07898 10.2 December 1, 2010
           
10.23  8-K 001-07898 10.1 June 3, 2005
           
10.24  8-K 001-07898 10.2 June 3, 2005
           
10.25  10-Q 001-07898 10.1 May 31, 2011
           

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
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Exhibit Number   Incorporated by Reference
 Exhibit Description Form File No. Exhibit Filing Date
10.26  10-K 001-07898 10.27 April 4, 2017
           
10.27  10-K 001-07898 10.28 April 4, 2017
           
10.28  DEF 14A 001-07898 Appendix C April 11, 2016
           
10.29  10-K 001-07898 10.24 March 29, 2011
           
10.30  10-Q 001-07898 10.1 June 6, 2017
           
12.1         
           
21.1         
           
23.1         
           
24.1         
           
31.1         
           
31.2         
           
32.1         
           

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
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
32.2
99.1101.INS
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)
(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, 2021LOWE’S COMPANIES, INC.By: /s/ Marvin R. Ellison
Date(Registrant)
April 2, 2018By: /s/ Robert A. Niblock
Date
Robert A. Niblock
Chairman of the Board, Marvin R. Ellison
President and Chief Executive Officer
April 2, 2018March 22, 2021By: /s/ Marshall A. CroomDavid M. Denton
Date
Marshall A. Croom
David M. Denton
Executive Vice President,
Chief Financial Officer
April 2, 2018March 22, 2021By: /s/ Matthew V. HollifieldDan C. Griggs, Jr.
Date
Matthew V. Hollifield
Dan C. Griggs, Jr.
Senior Vice President, Tax and Chief Accounting Officer


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Table of Contents
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 Marshall A. Croom, Matthew V. HollifieldDavid M. Denton, Dan C. Griggs, Jr., and Ross W. McCanless, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.


/s/ Richard W. DreilingChairman of the BoardMarch 22, 2021
Richard W. DreilingDate
/s/ Robert A. NiblockMarvin R. Ellison
Chairman of the Board, President,

Chief Executive Officer and Director
April 2, 2018March 22, 2021
Robert A. NiblockMarvin R. EllisonDate
/s/ Raul AlvarezDirectorApril 2, 2018March 22, 2021
Raul AlvarezDate
/s/ David H. BatchelderDirectorApril 2, 2018March 22, 2021
David H. BatchelderDate
/s/ Angela F. BralyDirectorApril 2, 2018March 22, 2021
Angela F. BralyDate
/s/ Sandra B. CochranDirectorApril 2, 2018March 22, 2021
Sandra B. CochranDate
/s/ Laurie Z. DouglasDirectorApril 2, 2018March 22, 2021
Laurie Z. DouglasDate
/s/ Richard W. DreilingBrian C. RogersDirectorApril 2, 2018March 22, 2021
Richard W. DreilingBrian C. RogersDate
/s/ Robert L. JohnsonDirectorApril 2, 2018
Robert L. JohnsonDate
/s/ Marshall O. LarsenDirectorApril 2, 2018
Marshall O. LarsenDate
/s/ James H. MorganDirectorApril 2, 2018
James H. MorganDate
/s/ Bertram L. ScottDirectorApril 2, 2018March 22, 2021
Bertram L. ScottDate
/s/ Lisa W. WardellDirectorApril 2, 2018March 22, 2021
Lisa W. WardellDate
/s/ Eric C. WisemanDirectorApril 2, 2018March 22, 2021
Eric C. WisemanDate



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