x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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NORTH CAROLINA
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56-0578072
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1000 Lowe's Blvd., Mooresville, NC
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28117
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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704-758-1000
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Securities registered pursuant to Section 12(b) of the Act:
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||
Title of each class
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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New York Stock Exchange (NYSE)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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CLASS
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OUTSTANDING AT March 27, 2015
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Common Stock, $0.50 par value
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951,704,640
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Document
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Parts Into Which Incorporated
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Portions of the Proxy Statement for Lowe’s 2015 Annual Meeting of Shareholders
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Part III
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•
|
Real disposable personal income is projected to grow at a stronger pace in 2015 than in 2014. Real disposable personal income is forecasted to increase 3.5% in calendar 2015, up from the 2.5% gain recorded in 2014, based on the March 2015 Blue Chip Economic Indicators
®
. *
|
•
|
The average unemployment rate for 2015 is forecasted to decline to 5.4%, according to the March 2015 Blue Chip Economic Indicators, which would be an improvement from the 6.2% average in 2014. The unemployment rate should continue to trend lower as the job market continues to expand at a moderate pace.
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•
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Recent evidence suggests that home prices will continue to increase. In 2014, home price appreciation improved to an estimated 5.7%, according to the Federal Housing Finance Agency index. Economists generally expect the rate of home price growth to moderate in 2015 but to remain positive.
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•
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Housing turnover decreased 2.8% in 2014 after a 9.0% increase in 2013, according to The National Association of Realtors and U.S. Census Bureau. Growth in 2014 was restrained by an increase in mortgage rates and harsh winter weather. Turnover is generally expected to increase in 2015, supported by a strengthening jobs market, rising incomes and historically low mortgage rates.
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Name
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Age
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Title
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Robert A. Niblock
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52
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Chairman of the Board, President and Chief Executive Officer since 2011; Chairman of the Board and Chief Executive Officer, 2006 – 2011.
|
|
|
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Maureen K. Ausura
|
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59
|
|
Chief Human Resources Officer since 2012; Executive Vice President, Human Resources, 2011 – 2012; Senior Vice President, Human Resources, 2005 – 2011.
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|
|
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Marshall A. Croom
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54
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Chief Risk Officer since 2012; Senior Vice President and Chief Risk Officer, 2009 – 2012.
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|
|
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Rick D. Damron
|
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52
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Chief Operating Officer since 2012; Executive Vice President, Store Operations, 2011 – 2012; Senior Vice President, Logistics, 2009 – 2011.
|
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|
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Matthew V. Hollifield
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48
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Senior Vice President and Chief Accounting Officer since 2005.
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|
|
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Robert F. Hull, Jr.
|
|
50
|
|
Chief Financial Officer since 2012; Executive Vice President and Chief Financial Officer since 2004.
|
|
|
|
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Michael A. Jones
|
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52
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Chief Customer Officer since 2014; Chief Merchandising Officer 2013 – 2014; President, North and Latin America, The Husqvarna Group, 2009 – 2013.
|
|
|
|
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Richard D. Maltsbarger
|
|
39
|
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Chief Development Officer and President of International since 2015; Chief Development Officer, 2014 – 2015; Business Development Executive, 2012 – 2014; Senior Vice President, Strategy, 2011 – 2012; Vice President, Strategic Planning 2010 – 2011; Vice President, Research, 2006 – 2010.
|
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|
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Ross W. McCanless
|
|
57
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General Counsel, Secretary and Chief Compliance Officer since 2015; Chief Legal Officer, Extended Stay America, Inc. and ESH Hospitality, Inc., 2013 – 2014; Chief Legal Officer, HVM, L.L.C.; Private Investor, 2006 – 2012.
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N. Brian Peace
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49
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Corporate Administration Executive since 2012; Senior Vice President, Corporate Affairs, 2006 – 2012.
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Paul D. Ramsay
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50
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Chief Information Officer since 2014; Senior Vice President, Information Technology, 2011 – 2014; Vice President, Information Technology, Exploration and Production, Hess Corporation, 2010 – 2011
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Fiscal 2014
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|
Fiscal 2013
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||||||||||||||||||||
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High
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Low
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Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st Quarter
|
$
|
51.28
|
|
|
$
|
44.45
|
|
|
$
|
0.18
|
|
|
$
|
39.98
|
|
|
$
|
35.86
|
|
|
$
|
0.16
|
|
2nd Quarter
|
48.54
|
|
|
44.13
|
|
|
0.23
|
|
|
45.30
|
|
|
38.87
|
|
|
0.18
|
|
||||||
3rd Quarter
|
57.41
|
|
|
47.52
|
|
|
0.23
|
|
|
50.74
|
|
|
43.52
|
|
|
0.18
|
|
||||||
4th Quarter
|
71.11
|
|
|
56.76
|
|
|
0.23
|
|
|
52.08
|
|
|
45.62
|
|
|
0.18
|
|
|
1/29/2010
|
|
|
1/28/2011
|
|
|
2/3/2012
|
|
|
2/1/2013
|
|
|
1/31/2014
|
|
|
1/30/2015
|
|
||||||
Lowe’s
|
$
|
100.00
|
|
|
$
|
118.81
|
|
|
$
|
130.87
|
|
|
$
|
189.25
|
|
|
$
|
230.81
|
|
|
$
|
343.42
|
|
S&P 500
|
100.00
|
|
|
121.26
|
|
|
130.55
|
|
|
150.20
|
|
|
180.70
|
|
|
206.41
|
|
||||||
S&P Retail Index
|
$
|
100.00
|
|
|
$
|
127.17
|
|
|
$
|
145.61
|
|
|
$
|
183.31
|
|
|
$
|
229.70
|
|
|
$
|
275.85
|
|
(In millions, except average
price paid per share)
|
Total Number of
Shares Purchased
1
|
|
|
Average Price
Paid per Share
|
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
2
|
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
2
|
|
||
November 1, 2014 – November 28, 2014
|
1.4
|
|
|
$
|
63.20
|
|
|
1.4
|
|
|
$
|
3,300
|
|
November 29, 2014 – January 2, 2015
|
6.0
|
|
|
66.21
|
|
|
6.0
|
|
|
2,904
|
|
||
January 3, 2015 – January 30, 2015
|
7.5
|
|
|
68.33
|
|
|
7.5
|
|
|
2,388
|
|
||
As of January 30, 2015
|
14.9
|
|
|
$
|
67.00
|
|
|
14.9
|
|
|
$
|
2,388
|
|
1
|
During the fourth quarter of fiscal 2014, the Company repurchased an aggregate of
14.9 million
shares of its common stock. The total number of shares purchased also includes an insignificant number of shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of restricted stock awards.
|
2
|
On February 1, 2013, the Company's Board of Directors authorized a $5.0 billion share repurchase program with no expiration. On January 31, 2014, the Company’s Board of Directors authorized an additional
$5.0 billion
under the repurchase program with no expiration, following which, the Company had an available share repurchase authorization of $6.3 billion. As of
January 30, 2015
, the Company had
$2.4 billion
remaining available under the program. On March 20, 2015, the Company's Board of Directors authorized an additional $5.0 billion under the repurchase program with no expiration. In fiscal 2015, the Company expects to repurchase shares totaling $3.8 billion through purchases made from time to time either in the open market or through private off market transactions in accordance with SEC regulations.
|
Selected Statement of Earnings Data
(In millions, except per share data)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
1
|
2010
|
|
|||||
Net sales
|
$
|
56,223
|
|
|
$
|
53,417
|
|
|
$
|
50,521
|
|
|
$
|
50,208
|
|
|
$
|
48,815
|
|
Gross margin
|
19,558
|
|
|
18,476
|
|
|
17,327
|
|
|
17,350
|
|
|
17,152
|
|
|||||
Net earnings
|
2,698
|
|
|
2,286
|
|
|
1,959
|
|
|
1,839
|
|
|
2,010
|
|
|||||
Basic earnings per common share
|
2.71
|
|
|
2.14
|
|
|
1.69
|
|
|
1.43
|
|
|
1.42
|
|
|||||
Diluted earnings per common share
|
2.71
|
|
|
2.14
|
|
|
1.69
|
|
|
1.43
|
|
|
1.42
|
|
|||||
Dividends per share
|
$
|
0.87
|
|
|
$
|
0.70
|
|
|
$
|
0.62
|
|
|
$
|
0.53
|
|
|
$
|
0.42
|
|
Selected Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
31,827
|
|
|
$
|
32,732
|
|
|
$
|
32,666
|
|
|
$
|
33,559
|
|
|
$
|
33,699
|
|
Long-term debt, excluding current maturities
|
$
|
10,815
|
|
|
$
|
10,086
|
|
|
$
|
9,030
|
|
|
$
|
7,035
|
|
|
$
|
6,537
|
|
1
|
Fiscal 2011 contained 53 weeks, while all other years contained 52 weeks.
|
•
|
Executive Overview
|
•
|
Operations
|
•
|
Lowe’s Business Outlook
|
•
|
Financial Condition, Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Critical Accounting Policies and Estimates
|
|
|
|
Basis Point Increase / (Decrease) in
Percentage of Net Sales from
Prior Year
|
|
|
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year
|
|
||
|
2014
|
|
2013
|
|
2014 vs. 2013
|
|
|
2014 vs. 2013
|
|
Net sales
|
100.00%
|
|
100.00%
|
|
N/A
|
|
|
5.3
|
%
|
Gross margin
|
34.79
|
|
34.59
|
|
20
|
|
|
5.9
|
|
Expenses:
|
|
|
|
|
|
|
|
||
Selling, general and administrative
|
23.62
|
|
24.08
|
|
(46
|
)
|
|
3.2
|
|
Depreciation
|
2.64
|
|
2.74
|
|
(10
|
)
|
|
1.6
|
|
Interest - net
|
0.92
|
|
0.89
|
|
3
|
|
|
8.3
|
|
Total expenses
|
27.18
|
|
27.71
|
|
(53
|
)
|
|
3.2
|
|
Pre-tax earnings
|
7.61
|
|
6.88
|
|
73
|
|
|
16.4
|
|
Income tax provision
|
2.81
|
|
2.60
|
|
21
|
|
|
13.8
|
|
Net earnings
|
4.80%
|
|
4.28%
|
|
52
|
|
|
18.0
|
%
|
EBIT margin
1
|
8.53%
|
|
7.77%
|
|
76
|
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
||
|
|
|
Basis Point Increase / (Decrease) in
Percentage of Net Sales from Prior Year
|
|
|
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year
|
|
||
|
2013
|
|
2012
|
|
2013 vs. 2012
|
|
|
2013 vs. 2012
|
|
Net sales
|
100.00%
|
|
100.00%
|
|
N/A
|
|
|
5.7
|
%
|
Gross margin
|
34.59
|
|
34.30
|
|
29
|
|
|
6.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||
Selling, general and administrative
|
24.08
|
|
24.24
|
|
(16
|
)
|
|
5.1
|
|
Depreciation
|
2.74
|
|
3.01
|
|
(27
|
)
|
|
(4.0
|
)
|
Interest - net
|
0.89
|
|
0.84
|
|
5
|
|
|
12.7
|
|
Total expenses
|
27.71
|
|
28.09
|
|
(38
|
)
|
|
4.3
|
|
Pre-tax earnings
|
6.88
|
|
6.21
|
|
67
|
|
|
17.1
|
|
Income tax provision
|
2.60
|
|
2.33
|
|
27
|
|
|
17.7
|
|
Net earnings
|
4.28%
|
|
3.88%
|
|
40
|
|
|
16.7
|
%
|
EBIT margin
1
|
7.77%
|
|
7.05%
|
|
72
|
|
|
16.6
|
%
|
Other Metrics
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Comparable sales increase
2
|
4.3
|
%
|
|
4.8
|
%
|
|
1.4
|
%
|
|||
Total customer transactions (in millions)
|
857
|
|
|
828
|
|
|
804
|
|
|||
Average ticket
3
|
$
|
65.61
|
|
|
$
|
64.52
|
|
|
$
|
62.82
|
|
At end of year:
|
|
|
|
|
|
||||||
Number of stores
|
1,840
|
|
|
1,832
|
|
|
1,754
|
|
|||
Sales floor square feet (in millions)
|
201
|
|
|
200
|
|
|
197
|
|
|||
Average store size selling square feet (in thousands)
4
|
109
|
|
|
109
|
|
|
113
|
|
|||
Return on average assets
5
|
8.1
|
%
|
|
6.8
|
%
|
|
5.7
|
%
|
|||
Return on average shareholders' equity
6
|
24.4
|
%
|
|
17.7
|
%
|
|
13.1
|
%
|
|||
Return on invested capital
7
|
13.9
|
%
|
|
11.5
|
%
|
|
9.3
|
%
|
1
|
EBIT margin, also referred to as operating margin, is defined as earnings before interest and taxes as a percentage of sales.
|
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 one month prior to 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 did not have a meaningful impact for the periods presented.
|
3
|
Average ticket is defined as net sales divided by the total number of customer transactions.
|
4
|
Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period. The average Lowe’s home improvement store has approximately 112,000 square feet of retail selling space, while the average Orchard store has approximately 36,000 square feet of retail selling space.
|
5
|
Return on average assets is defined as net earnings divided by average total assets for the last five quarters.
|
6
|
Return on average shareholders’ equity is defined as net earnings divided by average shareholders’ equity for the last five quarters.
|
7
|
Return on invested capital is a non-GAAP financial measure. See below for additional information and a reconciliation to the most comparable GAAP measure.
|
(In millions, except percentage data)
|
|
|
|
|
|
||||||
Calculation of Return on Invested Capital
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Numerator
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,698
|
|
|
$
|
2,286
|
|
|
$
|
1,959
|
|
Plus:
|
|
|
|
|
|
||||||
Interest expense - net
|
516
|
|
|
476
|
|
|
423
|
|
|||
Provision for income taxes
|
1,578
|
|
|
1,387
|
|
|
1,178
|
|
|||
Earnings before interest and taxes
|
4,792
|
|
|
4,149
|
|
|
3,560
|
|
|||
Less:
|
|
|
|
|
|
||||||
Income tax adjustment
1
|
1,769
|
|
|
1,567
|
|
|
1,337
|
|
|||
Net operating profit after tax
|
$
|
3,023
|
|
|
$
|
2,582
|
|
|
$
|
2,223
|
|
Effective tax rate
|
36.9
|
%
|
|
37.8
|
%
|
|
37.6
|
%
|
|||
Denominator
|
|
|
|
|
|
||||||
Average debt and equity
2
|
$
|
21,752
|
|
|
$
|
22,510
|
|
|
$
|
23,921
|
|
Return on invested capital
|
13.9
|
%
|
|
11.5
|
%
|
|
9.3
|
%
|
|||
Calculation of Return on Average Debt and Equity
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Numerator
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,698
|
|
|
$
|
2,286
|
|
|
$
|
1,959
|
|
Denominator
|
|
|
|
|
|
||||||
Average debt and equity
2
|
$
|
21,752
|
|
|
$
|
22,510
|
|
|
$
|
23,921
|
|
Return on average debt and equity
|
12.4
|
%
|
|
10.2
|
%
|
|
8.2
|
%
|
1
|
Income tax adjustment is defined as earnings before interest and taxes multiplied by the effective tax rate.
|
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.
|
(In millions)
|
2014
|
|
|
2013
|
|
||
Interest expense, net of amount capitalized
|
$
|
515
|
|
|
$
|
474
|
|
Amortization of original issue discount and loan costs
|
7
|
|
|
6
|
|
||
Interest income
|
(6
|
)
|
|
(4
|
)
|
||
Interest - net
|
$
|
516
|
|
|
$
|
476
|
|
(In millions)
|
2013
|
|
|
2012
|
|
||
Interest expense, net of amount capitalized
|
$
|
474
|
|
|
$
|
427
|
|
Amortization of original issue discount and loan costs
|
6
|
|
|
5
|
|
||
Interest income
|
(4
|
)
|
|
(9
|
)
|
||
Interest - net
|
$
|
476
|
|
|
$
|
423
|
|
Debt Ratings
|
S&P
|
|
Moody’s
|
Commercial Paper
|
A-2
|
|
P-2
|
Senior Debt
|
A-
|
|
A3
|
Outlook
|
Stable
|
|
Stable
|
|
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)
|
$
|
10,949
|
|
|
$
|
508
|
|
|
$
|
1,779
|
|
|
$
|
451
|
|
|
$
|
8,211
|
|
Long-term debt (interest payments)
|
7,477
|
|
|
491
|
|
|
881
|
|
|
802
|
|
|
5,303
|
|
|||||
Capitalized lease obligations
1
|
795
|
|
|
85
|
|
|
133
|
|
|
110
|
|
|
467
|
|
|||||
Operating leases
1
|
5,479
|
|
|
464
|
|
|
931
|
|
|
850
|
|
|
3,234
|
|
|||||
Purchase obligations
2
|
847
|
|
|
745
|
|
|
100
|
|
|
2
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
25,547
|
|
|
$
|
2,293
|
|
|
$
|
3,824
|
|
|
$
|
2,215
|
|
|
$
|
17,215
|
|
|
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
3
|
$
|
66
|
|
|
$
|
63
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1
|
Amounts do not include taxes, common area maintenance, insurance or contingent rent because these amounts have historically been insignificant.
|
2
|
Represents commitments related to certain marketing and information technology programs, and purchases of merchandise inventory.
|
3
|
Letters of credit are issued primarily for insurance and construction contracts.
|
Fiscal years ended on
|
January 30, 2015
|
|
|
% Sales
|
|
|
January 31, 2014
|
|
|
% Sales
|
|
|
February 1, 2013
|
|
|
% Sales
|
|
|||
Net sales
|
$
|
56,223
|
|
|
100.00
|
%
|
|
$
|
53,417
|
|
|
100.00
|
%
|
|
$
|
50,521
|
|
|
100.00
|
%
|
Cost of sales
|
36,665
|
|
|
65.21
|
|
|
34,941
|
|
|
65.41
|
|
|
33,194
|
|
|
65.70
|
|
|||
Gross margin
|
19,558
|
|
|
34.79
|
|
|
18,476
|
|
|
34.59
|
|
|
17,327
|
|
|
34.30
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative
|
13,281
|
|
|
23.62
|
|
|
12,865
|
|
|
24.08
|
|
|
12,244
|
|
|
24.24
|
|
|||
Depreciation
|
1,485
|
|
|
2.64
|
|
|
1,462
|
|
|
2.74
|
|
|
1,523
|
|
|
3.01
|
|
|||
Interest - net
|
516
|
|
|
0.92
|
|
|
476
|
|
|
0.89
|
|
|
423
|
|
|
0.84
|
|
|||
Total expenses
|
15,282
|
|
|
27.18
|
|
|
14,803
|
|
|
27.71
|
|
|
14,190
|
|
|
28.09
|
|
|||
Pre-tax earnings
|
4,276
|
|
|
7.61
|
|
|
3,673
|
|
|
6.88
|
|
|
3,137
|
|
|
6.21
|
|
|||
Income tax provision
|
1,578
|
|
|
2.81
|
|
|
1,387
|
|
|
2.60
|
|
|
1,178
|
|
|
2.33
|
|
|||
Net earnings
|
$
|
2,698
|
|
|
4.80
|
%
|
|
$
|
2,286
|
|
|
4.28
|
%
|
|
$
|
1,959
|
|
|
3.88
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per common share
|
$
|
2.71
|
|
|
|
|
$
|
2.14
|
|
|
|
|
$
|
1.69
|
|
|
|
|||
Diluted earnings per common share
|
$
|
2.71
|
|
|
|
|
$
|
2.14
|
|
|
|
|
$
|
1.69
|
|
|
|
|||
Cash dividends per share
|
$
|
0.87
|
|
|
|
|
$
|
0.70
|
|
|
|
|
$
|
0.62
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
January 30, 2015
|
|
|
% Sales
|
|
|
January 31, 2014
|
|
|
% Sales
|
|
|
February 1, 2013
|
|
|
% Sales
|
|
|||
Fiscal years ended on
|
|
|
||||||||||||||||||
Net earnings
|
$
|
2,698
|
|
|
4.80
|
%
|
|
$
|
2,286
|
|
|
4.28
|
%
|
|
$
|
1,959
|
|
|
3.88
|
%
|
Foreign currency translation adjustments - net of tax
|
(86
|
)
|
|
(0.15
|
)
|
|
(68
|
)
|
|
(0.13
|
)
|
|
6
|
|
|
0.01
|
|
|||
Net unrealized investment losses - net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income/(loss)
|
(86
|
)
|
|
(0.15
|
)
|
|
(69
|
)
|
|
(0.13
|
)
|
|
6
|
|
|
0.01
|
|
|||
Comprehensive income
|
$
|
2,612
|
|
|
4.65
|
%
|
|
$
|
2,217
|
|
|
4.15
|
%
|
|
$
|
1,965
|
|
|
3.89
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 30, 2015
|
|
|
% Total
|
|
|
January 31, 2014
|
|
|
% Total
|
|
||
Assets
|
|
|
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
$
|
466
|
|
|
1.5
|
%
|
|
$
|
391
|
|
|
1.2
|
%
|
Short-term investments
|
|
|
125
|
|
|
0.4
|
|
|
185
|
|
|
0.6
|
|
||
Merchandise inventory - net
|
|
|
8,911
|
|
|
28.0
|
|
|
9,127
|
|
|
27.9
|
|
||
Deferred income taxes - net
|
|
|
230
|
|
|
0.7
|
|
|
252
|
|
|
0.8
|
|
||
Other current assets
|
|
|
348
|
|
|
1.1
|
|
|
341
|
|
|
1.0
|
|
||
Total current assets
|
|
|
10,080
|
|
|
31.7
|
|
|
10,296
|
|
|
31.5
|
|
||
Property, less accumulated depreciation
|
|
|
20,034
|
|
|
62.9
|
|
|
20,834
|
|
|
63.6
|
|
||
Long-term investments
|
|
|
354
|
|
|
1.1
|
|
|
279
|
|
|
0.9
|
|
||
Other assets
|
|
|
1,359
|
|
|
4.3
|
|
|
1,323
|
|
|
4.0
|
|
||
Total assets
|
|
|
$
|
31,827
|
|
|
100.0
|
%
|
|
$
|
32,732
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
386
|
|
|
1.2
|
%
|
Current maturities of long-term debt
|
|
|
552
|
|
|
1.7
|
|
|
49
|
|
|
0.1
|
|
||
Accounts payable
|
|
|
5,124
|
|
|
16.1
|
|
|
5,008
|
|
|
15.3
|
|
||
Accrued compensation and employee benefits
|
|
|
773
|
|
|
2.4
|
|
|
785
|
|
|
2.4
|
|
||
Deferred revenue
|
|
|
979
|
|
|
3.1
|
|
|
892
|
|
|
2.7
|
|
||
Other current liabilities
|
|
|
1,920
|
|
|
6.0
|
|
|
1,756
|
|
|
5.4
|
|
||
Total current liabilities
|
|
|
9,348
|
|
|
29.3
|
|
|
8,876
|
|
|
27.1
|
|
||
Long-term debt, excluding current maturities
|
|
|
10,815
|
|
|
34.0
|
|
|
10,086
|
|
|
30.8
|
|
||
Deferred income taxes - net
|
|
|
97
|
|
|
0.3
|
|
|
291
|
|
|
0.9
|
|
||
Deferred revenue - extended protection plans
|
|
|
730
|
|
|
2.3
|
|
|
730
|
|
|
2.2
|
|
||
Other liabilities
|
|
|
869
|
|
|
2.8
|
|
|
896
|
|
|
2.8
|
|
||
Total liabilities
|
|
|
21,859
|
|
|
68.7
|
%
|
|
20,879
|
|
|
63.8
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Shareholders' equity:
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock - $5 par value, none issued
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Common stock - $.50 par value;
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued and outstanding
|
|
|
|
|
|
|
|
|
|
||||||
January 30, 2015
|
960
|
|
|
|
|
|
|
|
|
||||||
January 31, 2014
|
1,030
|
|
480
|
|
|
1.5
|
|
|
515
|
|
|
1.6
|
|
||
Capital in excess of par value
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Retained earnings
|
|
|
9,591
|
|
|
30.3
|
|
|
11,355
|
|
|
34.7
|
|
||
Accumulated other comprehensive loss
|
|
|
(103
|
)
|
|
(0.5
|
)
|
|
(17
|
)
|
|
(0.1
|
)
|
||
Total shareholders' equity
|
|
|
9,968
|
|
|
31.3
|
|
|
11,853
|
|
|
36.2
|
|
||
Total liabilities and shareholders' equity
|
|
|
$
|
31,827
|
|
|
100.0
|
%
|
|
$
|
32,732
|
|
|
100.0
|
%
|
|
Common Stock
|
|
Capital in Excess
of Par Value |
|
|
Retained Earnings
|
|
|
Accumulated Other Comprehensive
Income/(Loss) |
|
|
Total
Shareholders' Equity |
|
|||||||||
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|||||||||||||
Balance February 3, 2012
|
1,241
|
|
|
$
|
621
|
|
|
$
|
14
|
|
|
$
|
15,852
|
|
|
$
|
46
|
|
|
$
|
16,533
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
|
|
|
|
|
|
1,959
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
6
|
|
|
|
||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,965
|
|
||||||||||
Tax effect of non-qualified stock options exercised and restricted stock vested
|
|
|
|
|
12
|
|
|
|
|
|
|
12
|
|
|||||||||
Cash dividends declared, $0.62 per share
|
|
|
|
|
|
|
(708
|
)
|
|
|
|
(708
|
)
|
|||||||||
Share-based payment expense
|
|
|
|
|
97
|
|
|
|
|
|
|
97
|
|
|||||||||
Repurchase of common stock
|
(147
|
)
|
|
(74
|
)
|
|
(440
|
)
|
|
(3,879
|
)
|
|
|
|
(4,393
|
)
|
||||||
Issuance of common stock under share-based payment plans
|
16
|
|
|
8
|
|
|
343
|
|
|
|
|
|
|
351
|
|
|||||||
Balance February 1, 2013
|
1,110
|
|
|
$
|
555
|
|
|
$
|
26
|
|
|
$
|
13,224
|
|
|
$
|
52
|
|
|
$
|
13,857
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
|
|
|
|
|
|
2,286
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(69
|
)
|
|
|
||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
2,217
|
|
||||||||||
Tax effect of non-qualified stock options exercised and restricted stock vested
|
|
|
|
|
25
|
|
|
|
|
|
|
25
|
|
|||||||||
Cash dividends declared, $0.70 per share
|
|
|
|
|
|
|
(741
|
)
|
|
|
|
(741
|
)
|
|||||||||
Share-based payment expense
|
|
|
|
|
102
|
|
|
|
|
|
|
102
|
|
|||||||||
Repurchase of common stock
|
(88
|
)
|
|
(44
|
)
|
|
(312
|
)
|
|
(3,414
|
)
|
|
|
|
(3,770
|
)
|
||||||
Issuance of common stock under share-based payment plans
|
8
|
|
|
4
|
|
|
159
|
|
|
|
|
|
|
163
|
|
|||||||
Balance January 31, 2014
|
1,030
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
11,355
|
|
|
$
|
(17
|
)
|
|
$
|
11,853
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
|
|
|
|
|
|
2,698
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(86
|
)
|
|
|
||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
2,612
|
|
|||||||||
Tax effect of non-qualified stock options exercised and restricted stock vested
|
|
|
|
|
41
|
|
|
|
|
|
|
41
|
|
|||||||||
Cash dividends declared, $0.87 per share
|
|
|
|
|
|
|
(858
|
)
|
|
|
|
(858
|
)
|
|||||||||
Share-based payment expense
|
|
|
|
|
111
|
|
|
|
|
|
|
111
|
|
|||||||||
Repurchase of common stock
|
(75
|
)
|
|
(37
|
)
|
|
(286
|
)
|
|
(3,604
|
)
|
|
|
|
(3,927
|
)
|
||||||
Issuance of common stock under share-based payment plans
|
5
|
|
|
2
|
|
|
134
|
|
|
|
|
|
|
136
|
|
|||||||
Balance January 30, 2015
|
960
|
|
|
$
|
480
|
|
|
$
|
—
|
|
|
$
|
9,591
|
|
|
$
|
(103
|
)
|
|
$
|
9,968
|
|
Fiscal years ended on
|
January 30, 2015
|
|
|
January 31, 2014
|
|
|
February 1, 2013
|
|
|||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,698
|
|
|
$
|
2,286
|
|
|
$
|
1,959
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,586
|
|
|
1,562
|
|
|
1,623
|
|
|||
Deferred income taxes
|
(124
|
)
|
|
(162
|
)
|
|
(140
|
)
|
|||
Loss on property and other assets – net
|
25
|
|
|
64
|
|
|
83
|
|
|||
Loss on equity method investments
|
57
|
|
|
52
|
|
|
48
|
|
|||
Share-based payment expense
|
119
|
|
|
100
|
|
|
100
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventory – net
|
170
|
|
|
(396
|
)
|
|
(244
|
)
|
|||
Other operating assets
|
83
|
|
|
(5
|
)
|
|
(87
|
)
|
|||
Accounts payable
|
127
|
|
|
291
|
|
|
303
|
|
|||
Other operating liabilities
|
188
|
|
|
319
|
|
|
117
|
|
|||
Net cash provided by operating activities
|
4,929
|
|
|
4,111
|
|
|
3,762
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(820
|
)
|
|
(759
|
)
|
|
(1,444
|
)
|
|||
Proceeds from sale/maturity of investments
|
805
|
|
|
709
|
|
|
1,837
|
|
|||
Capital expenditures
|
(880
|
)
|
|
(940
|
)
|
|
(1,211
|
)
|
|||
Contributions to equity method investments – net
|
(241
|
)
|
|
(173
|
)
|
|
(219
|
)
|
|||
Proceeds from sale of property and other long-term assets
|
52
|
|
|
75
|
|
|
130
|
|
|||
Acquisition of business - net
|
—
|
|
|
(203
|
)
|
|
—
|
|
|||
Other – net
|
(4
|
)
|
|
5
|
|
|
4
|
|
|||
Net cash used in investing activities
|
(1,088
|
)
|
|
(1,286
|
)
|
|
(903
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
(386
|
)
|
|
386
|
|
|
—
|
|
|||
Net proceeds from issuance of long-term debt
|
1,239
|
|
|
985
|
|
|
1,984
|
|
|||
Repayment of long-term debt
|
(48
|
)
|
|
(47
|
)
|
|
(591
|
)
|
|||
Proceeds from issuance of common stock under share-based payment plans
|
137
|
|
|
165
|
|
|
349
|
|
|||
Cash dividend payments
|
(822
|
)
|
|
(733
|
)
|
|
(704
|
)
|
|||
Repurchase of common stock
|
(3,905
|
)
|
|
(3,710
|
)
|
|
(4,393
|
)
|
|||
Other – net
|
24
|
|
|
(15
|
)
|
|
22
|
|
|||
Net cash used in financing activities
|
(3,761
|
)
|
|
(2,969
|
)
|
|
(3,333
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(5
|
)
|
|
(6
|
)
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash and cash equivalents
|
75
|
|
|
(150
|
)
|
|
(473
|
)
|
|||
Cash and cash equivalents, beginning of year
|
391
|
|
|
541
|
|
|
1,014
|
|
|||
Cash and cash equivalents, end of year
|
$
|
466
|
|
|
$
|
391
|
|
|
$
|
541
|
|
(In millions)
|
January 30, 2015
|
|
|
January 31, 2014
|
|
||
Self-insurance liabilities
|
$
|
346
|
|
|
$
|
324
|
|
Accrued dividends
|
222
|
|
|
186
|
|
||
Accrued interest
|
165
|
|
|
153
|
|
||
Sales tax liabilities
|
131
|
|
|
122
|
|
||
Accrued property taxes
|
124
|
|
|
121
|
|
||
Other
|
932
|
|
|
850
|
|
||
Total
|
$
|
1,920
|
|
|
$
|
1,756
|
|
(In millions)
|
2014
|
|
|
2013
|
|
||
Deferred revenue - extended protection plans, beginning of year
|
$
|
730
|
|
|
$
|
715
|
|
Additions to deferred revenue
|
318
|
|
|
294
|
|
||
Deferred revenue recognized
|
(318
|
)
|
|
(279
|
)
|
||
Deferred revenue - extended protection plans, end of year
|
$
|
730
|
|
|
$
|
730
|
|
Cost of Sales
|
|
Selling, General and Administrative
|
n
Total cost of products sold, including:
- Purchase costs, net of vendor funds;
- Freight expenses associated with moving merchandise inventories from vendors to retail stores;
- Costs associated with operating the Company's distribution network, including payroll and benefit costs and occupancy costs;
n
Costs of installation services provided;
n
Costs associated with delivery of products directly from vendors to customers by third parties;
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;
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;
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;
n
Other administrative costs, such as supplies, and travel and entertainment.
|
•
|
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
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(In millions)
|
January 30, 2015
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
81
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal obligations
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Certificates of deposit
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Municipal floating rate obligations
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total short-term investments
|
$
|
125
|
|
|
$
|
98
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal floating rate obligations
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
348
|
|
|
$
|
—
|
|
Certificates of deposit
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Municipal obligations
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total long-term investments
|
$
|
354
|
|
|
$
|
4
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(In millions)
|
January 31, 2014
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
128
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal obligations
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Certificates of deposit
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Municipal floating rate obligations
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Total short-term investments
|
$
|
185
|
|
|
$
|
149
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Municipal floating rate obligations
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
—
|
|
Municipal obligations
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Total long-term investments
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
January 30, 2015
|
|
January 31, 2014
|
||||||||||||
(In millions)
|
Fair Value Measurements
|
|
|
Impairment Losses
|
|
|
Fair Value Measurements
|
|
|
Impairment Losses
|
|
||||
Assets-held-for-use:
|
|
|
|
|
|
|
|
||||||||
Operating locations
|
$
|
9
|
|
|
$
|
(26
|
)
|
|
$
|
13
|
|
|
$
|
(26
|
)
|
Excess properties
|
11
|
|
|
(2
|
)
|
|
56
|
|
|
(17
|
)
|
||||
Assets-held-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||
Excess properties
|
—
|
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||
Total
|
$
|
20
|
|
|
$
|
(28
|
)
|
|
$
|
73
|
|
|
$
|
(45
|
)
|
|
January 30, 2015
|
|
January 31, 2014
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
||||
Unsecured notes (Level 1)
|
$
|
10,860
|
|
|
$
|
12,739
|
|
|
$
|
9,617
|
|
|
$
|
10,630
|
|
Mortgage notes (Level 2)
|
16
|
|
|
17
|
|
|
17
|
|
|
19
|
|
||||
Long-term debt (excluding capitalized lease obligations)
|
$
|
10,876
|
|
|
$
|
12,756
|
|
|
$
|
9,634
|
|
|
$
|
10,649
|
|
|
January 30, 2015
|
||||||||||||||
(In millions)
|
Amortized Costs
|
|
|
Gross Unrealized Gains
|
|
|
Gross Unrealized Losses
|
|
|
Fair Values
|
|
||||
Money market funds
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81
|
|
Municipal obligations
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Certificates of deposit
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Municipal floating rate obligations
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Classified as short-term
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Municipal floating rate obligations
|
348
|
|
|
—
|
|
|
—
|
|
|
348
|
|
||||
Certificates of deposit
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Municipal obligations
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Classified as long-term
|
354
|
|
|
—
|
|
|
—
|
|
|
354
|
|
||||
Total
|
$
|
479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
479
|
|
|
January 31, 2014
|
||||||||||||||
(In millions)
|
Amortized Costs
|
|
|
Gross Unrealized Gains
|
|
|
Gross Unrealized Losses
|
|
|
Fair Values
|
|
||||
Money market funds
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128
|
|
Municipal obligations
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Certificates of deposit
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Municipal floating rate obligations
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Classified as short-term
|
185
|
|
|
—
|
|
|
—
|
|
|
185
|
|
||||
Municipal floating rate obligations
|
265
|
|
|
—
|
|
|
—
|
|
|
265
|
|
||||
Municipal obligations
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Classified as long-term
|
279
|
|
|
—
|
|
|
—
|
|
|
279
|
|
||||
Total
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464
|
|
(In millions)
|
Estimated
Depreciable Lives, In Years |
|
January 30, 2015
|
|
|
January 31, 2014
|
|
||
Cost:
|
|
|
|
|
|
||||
Land
|
N/A
|
|
$
|
7,040
|
|
|
$
|
7,016
|
|
Buildings and building improvements
|
5-40
|
|
17,247
|
|
|
17,161
|
|
||
Equipment
|
3-15
|
|
10,426
|
|
|
10,063
|
|
||
Construction in progress
|
N/A
|
|
730
|
|
|
834
|
|
||
Total cost
|
|
|
35,443
|
|
|
35,074
|
|
||
Accumulated depreciation
|
|
|
(15,409
|
)
|
|
(14,240
|
)
|
||
Property, less accumulated depreciation
|
|
|
$
|
20,034
|
|
|
$
|
20,834
|
|
(In millions)
|
2014
|
|
|
2013
|
|
||
Accrual for exit activities, balance at beginning of year
|
$
|
54
|
|
|
$
|
75
|
|
Additions to the accrual - net
|
14
|
|
|
11
|
|
||
Cash payments
|
(15
|
)
|
|
(32
|
)
|
||
Accrual for exit activities, balance at end of year
|
$
|
53
|
|
|
$
|
54
|
|
Debt Category
(In millions) |
Weighted-Average Interest Rate at January 30, 2015
|
|
|
January 30, 2015
|
|
|
January 31, 2014
|
|
||
Secured debt:
|
|
|
|
|
|
|||||
Mortgage notes due through fiscal 2027
1
|
5.65
|
%
|
|
$
|
16
|
|
|
$
|
17
|
|
Unsecured debt:
|
|
|
|
|
|
|||||
Notes due through fiscal 2019
|
3.35
|
%
|
|
2,721
|
|
|
2,271
|
|
||
Notes due fiscal 2020-2024
|
3.70
|
%
|
|
3,221
|
|
|
2,776
|
|
||
Notes due fiscal 2025-2029
|
6.76
|
%
|
|
813
|
|
|
813
|
|
||
Notes due fiscal 2030-2034
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Notes due fiscal 2035-2039
2
|
6.06
|
%
|
|
1,536
|
|
|
1,535
|
|
||
Notes due fiscal 2040-2044
|
4.98
|
%
|
|
2,569
|
|
|
2,222
|
|
||
Capitalized lease obligations due through fiscal 2035
|
|
|
491
|
|
|
501
|
|
|||
Total long-term debt
|
|
|
11,367
|
|
|
10,135
|
|
|||
Less current maturities
|
|
|
(552
|
)
|
|
(49
|
)
|
|||
Long-term debt, excluding current maturities
|
|
|
$
|
10,815
|
|
|
$
|
10,086
|
|
1
|
Real properties with an aggregate book value of
$53 million
were pledged as collateral at
January 30, 2015
, for secured debt.
|
2
|
Amount includes
$100 million
of notes issued in
1997
that may be put at the option of the holder on the
20
th anniversary of the issue at par value. None of these notes are currently puttable.
|
|
2014
|
|
2013
|
||||||||||
(In millions)
|
Shares
|
|
|
Cost
1
|
|
|
Shares
|
|
|
Cost
1
|
|
||
Share repurchase program
|
73.8
|
|
|
$
|
3,880
|
|
|
86.6
|
|
|
$
|
3,732
|
|
Shares withheld from employees
|
0.9
|
|
|
47
|
|
|
1.0
|
|
|
38
|
|
||
Total share repurchases
|
74.7
|
|
|
$
|
3,927
|
|
|
87.6
|
|
|
$
|
3,770
|
|
1
|
Reductions of
$3.6 billion
and
$3.4 billion
were recorded to retained earnings, after capital in excess of par value was depleted, for
2014
and
2013
, respectively.
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Expected volatility
|
34.2
|
%
|
|
34.2
|
%
|
|
38.6
|
%
|
|||
Dividend yield
|
1.73
|
%
|
|
1.45
|
%
|
|
1.76
|
%
|
|||
Risk-free interest rate
|
2.26
|
%
|
|
1.31
|
%
|
|
0.75
|
%
|
|||
Expected term, in years
|
7.00
|
|
|
7.39
|
|
|
4.41
|
|
|||
|
|
|
|
|
|
||||||
Weighted-average grant date fair value
|
$
|
17.00
|
|
|
$
|
12.24
|
|
|
$
|
7.84
|
|
|
Shares
(In thousands) |
|
|
Weighted-Average Exercise Price Per Share
|
|
|
Weighted-Average Remaining Term (In years)
|
|
Aggregate Intrinsic Value (In thousands)
|
|
||
Outstanding at January 31, 2014
|
7,356
|
|
|
$
|
29.42
|
|
|
|
|
|
||
Granted
|
1,507
|
|
|
53.13
|
|
|
|
|
|
|||
Canceled, forfeited or expired
|
(237
|
)
|
|
34.35
|
|
|
|
|
|
|||
Exercised
|
(2,315
|
)
|
|
26.45
|
|
|
|
|
|
|||
Outstanding at January 30, 2015
|
6,311
|
|
|
$
|
35.98
|
|
|
6.10
|
|
$
|
200,560
|
|
Vested and expected to vest at January 30, 2015
1
|
6,207
|
|
|
$
|
35.74
|
|
|
6.05
|
|
$
|
198,725
|
|
Exercisable at January 30, 2015
|
2,949
|
|
|
$
|
28.20
|
|
|
4.03
|
|
$
|
116,669
|
|
1
|
Includes outstanding vested options as well as outstanding nonvested options after a forfeiture rate is applied.
|
|
Shares
(In thousands) |
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
|
Nonvested at January 31, 2014
|
7,048
|
|
|
$
|
32.74
|
|
Granted
|
1,290
|
|
|
53.13
|
|
|
Vested
|
(2,300
|
)
|
|
26.04
|
|
|
Canceled or forfeited
|
(464
|
)
|
|
36.61
|
|
|
Nonvested at January 30, 2015
|
5,574
|
|
|
$
|
39.91
|
|
|
Units
(In thousands) 1 |
|
|
Weighted-Average Grant-Date Fair Value Per Unit
|
|
|
Nonvested at January 31, 2014
|
1,001
|
|
|
$
|
28.85
|
|
Granted
|
378
|
|
|
47.05
|
|
|
Canceled or forfeited
|
(422
|
)
|
|
26.68
|
|
|
Nonvested at January 30, 2015
|
957
|
|
|
$
|
37.00
|
|
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 30, 2015
, the maximum number of units that could vest under the provisions of the agreements was
1.4 million
for the RONCAA awards.
|
|
Units
(In thousands) 1 |
|
|
Weighted-Average Grant-Date Fair Value Per Unit
|
|
|
Nonvested at January 31, 2014
|
493
|
|
|
$
|
28.85
|
|
Granted
|
—
|
|
|
—
|
|
|
Canceled or forfeited
|
(193
|
)
|
|
25.18
|
|
|
Nonvested at January 30, 2015
|
300
|
|
|
$
|
31.20
|
|
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 30, 2015
, the maximum number of units that could vest under the provisions of the agreements were
0.5 million
units for the brand differentiation awards.
|
|
Shares
(In thousands) |
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
|
Nonvested at January 31, 2014
|
228
|
|
|
$
|
35.99
|
|
Granted
|
120
|
|
|
50.48
|
|
|
Vested
|
(33
|
)
|
|
24.17
|
|
|
Canceled or forfeited
|
(30
|
)
|
|
40.20
|
|
|
Nonvested at January 30, 2015
|
285
|
|
|
$
|
43.00
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
3.3
|
|
|
2.9
|
|
|
3.1
|
|
Other, net
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
Effective tax rate
|
36.9
|
%
|
|
37.8
|
%
|
|
37.6
|
%
|
(In millions)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,475
|
|
|
$
|
1,342
|
|
|
$
|
1,162
|
|
State
|
221
|
|
|
203
|
|
|
155
|
|
|||
Total current
|
1,696
|
|
|
1,545
|
|
|
1,317
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(112
|
)
|
|
(133
|
)
|
|
(133
|
)
|
|||
State
|
(6
|
)
|
|
(25
|
)
|
|
(6
|
)
|
|||
Total deferred
|
(118
|
)
|
|
(158
|
)
|
|
(139
|
)
|
|||
Total income tax provision
|
$
|
1,578
|
|
|
$
|
1,387
|
|
|
$
|
1,178
|
|
(In millions)
|
January 30, 2015
|
|
|
January 31, 2014
|
|
||
Deferred tax assets:
|
|
|
|
||||
Self-insurance
|
$
|
378
|
|
|
$
|
384
|
|
Share-based payment expense
|
81
|
|
|
70
|
|
||
Deferred rent
|
88
|
|
|
80
|
|
||
Foreign currency translation
|
62
|
|
|
8
|
|
||
Net operating losses
|
152
|
|
|
148
|
|
||
Other, net
|
131
|
|
|
130
|
|
||
Total deferred tax assets
|
892
|
|
|
820
|
|
||
Valuation allowance
|
(170
|
)
|
|
(164
|
)
|
||
Net deferred tax assets
|
722
|
|
|
656
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property
|
(534
|
)
|
|
(646
|
)
|
||
Other, net
|
(55
|
)
|
|
(49
|
)
|
||
Total deferred tax liabilities
|
(589
|
)
|
|
(695
|
)
|
||
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
133
|
|
|
$
|
(39
|
)
|
(In millions)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Unrecognized tax benefits, beginning of year
|
$
|
62
|
|
|
$
|
63
|
|
|
$
|
146
|
|
Additions for tax positions of prior years
|
2
|
|
|
—
|
|
|
20
|
|
|||
Reductions for tax positions of prior years
|
(57
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Settlements
|
—
|
|
|
(1
|
)
|
|
(100
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
7
|
|
|
$
|
62
|
|
|
$
|
63
|
|
(In millions, except per share data)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,698
|
|
|
$
|
2,286
|
|
|
$
|
1,959
|
|
Less: Net earnings allocable to participating securities
|
(16
|
)
|
|
(16
|
)
|
|
(14
|
)
|
|||
Net earnings allocable to common shares, basic
|
$
|
2,682
|
|
|
$
|
2,270
|
|
|
$
|
1,945
|
|
Weighted-average common shares outstanding
|
988
|
|
|
1,059
|
|
|
1,150
|
|
|||
Basic earnings per common share
|
$
|
2.71
|
|
|
$
|
2.14
|
|
|
$
|
1.69
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,698
|
|
|
$
|
2,286
|
|
|
$
|
1,959
|
|
Less: Net earnings allocable to participating securities
|
(16
|
)
|
|
(16
|
)
|
|
(14
|
)
|
|||
Net earnings allocable to common shares, diluted
|
$
|
2,682
|
|
|
$
|
2,270
|
|
|
$
|
1,945
|
|
Weighted-average common shares outstanding
|
988
|
|
|
1,059
|
|
|
1,150
|
|
|||
Dilutive effect of non-participating share-based awards
|
2
|
|
|
2
|
|
|
2
|
|
|||
Weighted-average common shares, as adjusted
|
990
|
|
|
1,061
|
|
|
1,152
|
|
|||
Diluted earnings per common share
|
$
|
2.71
|
|
|
$
|
2.14
|
|
|
$
|
1.69
|
|
(In millions)
Fiscal Year |
Operating Leases
|
|
|
Capitalized Lease Obligations
|
|
|
Total
|
|
|||
2015
|
$
|
464
|
|
|
$
|
85
|
|
|
$
|
549
|
|
2016
|
470
|
|
|
72
|
|
|
542
|
|
|||
2017
|
461
|
|
|
61
|
|
|
522
|
|
|||
2018
|
440
|
|
|
57
|
|
|
497
|
|
|||
2019
|
410
|
|
|
53
|
|
|
463
|
|
|||
Later years
|
3,234
|
|
|
467
|
|
|
3,701
|
|
|||
Total minimum lease payments
|
$
|
5,479
|
|
|
$
|
795
|
|
|
$
|
6,274
|
|
Less amount representing interest
|
|
|
(395
|
)
|
|
|
|||||
Present value of minimum lease payments
|
|
|
400
|
|
|
|
|||||
Less current maturities
|
|
|
(44
|
)
|
|
|
|||||
Present value of minimum lease payments, less current maturities
|
|
|
$
|
356
|
|
|
|
(In millions)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Long-term debt
|
$
|
470
|
|
|
$
|
431
|
|
|
$
|
418
|
|
Capitalized lease obligations
|
42
|
|
|
40
|
|
|
37
|
|
|||
Interest income
|
(6
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|||
Interest capitalized
|
(2
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Interest on tax uncertainties
|
(1
|
)
|
|
6
|
|
|
(27
|
)
|
|||
Other
|
13
|
|
|
7
|
|
|
8
|
|
|||
Interest - net
|
$
|
516
|
|
|
$
|
476
|
|
|
$
|
423
|
|
(In millions)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Cash paid for interest, net of amount capitalized
|
$
|
504
|
|
|
$
|
454
|
|
|
$
|
444
|
|
Cash paid for income taxes, net
|
$
|
1,534
|
|
|
$
|
1,505
|
|
|
$
|
1,404
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Non-cash property acquisitions, including assets acquired under capital lease
|
$
|
44
|
|
|
$
|
15
|
|
|
$
|
101
|
|
Cash dividends declared but not paid
|
$
|
222
|
|
|
$
|
186
|
|
|
$
|
178
|
|
|
2014
|
|
2013
1
|
|
2012
1
|
|||||||||||||||
(Dollars in millions)
|
Total Sales
|
|
|
%
|
|
|
Total Sales
|
|
|
%
|
|
|
Total Sales
|
|
|
%
|
|
|||
Kitchens & Appliances
|
$
|
8,007
|
|
|
14
|
%
|
|
$
|
7,527
|
|
|
14
|
%
|
|
$
|
6,973
|
|
|
14
|
%
|
Lumber & Building Materials
|
6,884
|
|
|
12
|
|
|
6,596
|
|
|
12
|
|
|
6,276
|
|
|
12
|
|
|||
Tools & Hardware
|
6,263
|
|
|
11
|
|
|
5,873
|
|
|
11
|
|
|
5,633
|
|
|
11
|
|
|||
Fashion Fixtures
|
5,591
|
|
|
10
|
|
|
5,271
|
|
|
10
|
|
|
4,964
|
|
|
10
|
|
|||
Rough Plumbing & Electrical
|
4,928
|
|
|
9
|
|
|
4,684
|
|
|
9
|
|
|
4,356
|
|
|
9
|
|
|||
Lawn & Garden
|
4,639
|
|
|
8
|
|
|
4,423
|
|
|
8
|
|
|
4,340
|
|
|
9
|
|
|||
Seasonal Living
|
3,717
|
|
|
7
|
|
|
3,615
|
|
|
7
|
|
|
3,433
|
|
|
7
|
|
|||
Paint
|
3,614
|
|
|
6
|
|
|
3,471
|
|
|
7
|
|
|
3,306
|
|
|
6
|
|
|||
Home Fashions, Storage & Cleaning
|
3,263
|
|
|
6
|
|
|
3,176
|
|
|
6
|
|
|
3,050
|
|
|
6
|
|
|||
Flooring
|
3,219
|
|
|
6
|
|
|
3,066
|
|
|
6
|
|
|
2,864
|
|
|
6
|
|
|||
Millwork
|
3,135
|
|
|
6
|
|
|
2,926
|
|
|
5
|
|
|
2,793
|
|
|
5
|
|
|||
Outdoor Power Equipment
|
2,339
|
|
|
4
|
|
|
2,224
|
|
|
4
|
|
|
2,046
|
|
|
4
|
|
|||
Other
|
624
|
|
|
1
|
|
|
565
|
|
|
1
|
|
|
487
|
|
|
1
|
|
|||
Totals
|
$
|
56,223
|
|
|
100
|
%
|
|
$
|
53,417
|
|
|
100
|
%
|
|
$
|
50,521
|
|
|
100
|
%
|
1
|
Certain prior period amounts have been reclassified to conform to current product category classifications.
|
|
2014
|
||||||||||||||
(In millions, except per share data)
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
||||
Net sales
|
$
|
13,403
|
|
|
$
|
16,599
|
|
|
$
|
13,681
|
|
|
$
|
12,540
|
|
Gross margin
|
4,758
|
|
|
5,735
|
|
|
4,718
|
|
|
4,346
|
|
||||
Net earnings
|
624
|
|
|
1,039
|
|
|
585
|
|
|
450
|
|
||||
Basic earnings per common share
|
0.61
|
|
|
1.04
|
|
|
0.59
|
|
|
0.46
|
|
||||
Diluted earnings per common share
|
$
|
0.61
|
|
|
$
|
1.04
|
|
|
$
|
0.59
|
|
|
$
|
0.46
|
|
|
2013
|
||||||||||||||
(In millions, except per share data)
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
||||
Net sales
|
$
|
13,088
|
|
|
$
|
15,711
|
|
|
$
|
12,957
|
|
|
$
|
11,660
|
|
Gross margin
|
4,555
|
|
|
5,397
|
|
|
4,481
|
|
|
4,042
|
|
||||
Net earnings
|
540
|
|
|
941
|
|
|
499
|
|
|
306
|
|
||||
Basic earnings per common share
|
0.49
|
|
|
0.88
|
|
|
0.47
|
|
|
0.29
|
|
||||
Diluted earnings per common share
|
$
|
0.49
|
|
|
$
|
0.88
|
|
|
$
|
0.47
|
|
|
$
|
0.29
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
(In Millions)
|
Balance at beginning of period
|
|
|
Charges to costs
and expenses
|
|
|
|
|
Deductions
|
|
|
|
|
Balance at
end of period
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
January 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for loss on obsolete inventory
|
$
|
68
|
|
|
$
|
—
|
|
|
|
|
$
|
(16
|
)
|
|
1
|
|
$
|
52
|
|
Reserve for inventory shrinkage
|
158
|
|
|
326
|
|
|
|
|
(322
|
)
|
|
2
|
|
162
|
|
||||
Reserve for sales returns
|
58
|
|
|
7
|
|
|
3
|
|
—
|
|
|
|
|
65
|
|
||||
Deferred tax valuation allowance
|
164
|
|
|
6
|
|
|
4
|
|
—
|
|
|
|
|
170
|
|
||||
Self-insurance liabilities
|
904
|
|
|
1,323
|
|
|
|
|
(1,322
|
)
|
|
5
|
|
905
|
|
||||
Reserve for exit activities
|
54
|
|
|
14
|
|
|
|
|
(15
|
)
|
|
6
|
|
53
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
January 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for loss on obsolete inventory
|
$
|
57
|
|
|
$
|
11
|
|
|
1
|
|
$
|
—
|
|
|
|
|
$
|
68
|
|
Reserve for inventory shrinkage
|
142
|
|
|
325
|
|
|
|
|
(309
|
)
|
|
2
|
|
158
|
|
||||
Reserve for sales returns
|
59
|
|
|
—
|
|
|
|
|
(1
|
)
|
|
3
|
|
58
|
|
||||
Deferred tax valuation allowance
|
142
|
|
|
22
|
|
|
4
|
|
—
|
|
|
|
|
164
|
|
||||
Self-insurance liabilities
|
899
|
|
|
1,164
|
|
|
|
|
(1,159
|
)
|
|
5
|
|
904
|
|
||||
Reserve for exit activities
|
75
|
|
|
11
|
|
|
|
|
(32
|
)
|
|
6
|
|
54
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 1, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for loss on obsolete inventory
|
$
|
47
|
|
|
$
|
10
|
|
|
1
|
|
$
|
—
|
|
|
|
|
$
|
57
|
|
Reserve for inventory shrinkage
|
141
|
|
|
316
|
|
|
|
|
(315
|
)
|
|
2
|
|
142
|
|
||||
Reserve for sales returns
|
56
|
|
|
3
|
|
|
3
|
|
—
|
|
|
|
|
59
|
|
||||
Deferred tax valuation allowance
|
101
|
|
|
41
|
|
|
4
|
|
—
|
|
|
|
|
142
|
|
||||
Self-insurance liabilities
|
864
|
|
|
1,164
|
|
|
|
|
(1,129
|
)
|
|
5
|
|
899
|
|
||||
Reserve for exit activities
|
86
|
|
|
11
|
|
|
|
|
(22
|
)
|
|
6
|
|
75
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
1
|
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/(decrease) in the required reserve based on the Company’s evaluation of anticipated merchandise returns.
|
4
|
Represents an increase 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.
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
3.1
|
|
Restated Charter of Lowe's Companies, Inc.
|
|
10-Q
|
|
001-07898
|
|
3.1
|
|
September 1, 2009
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Bylaws of Lowe's Companies, Inc., as amended and restated August 24, 2012.
|
|
8-K
|
|
001-07898
|
|
3.1
|
|
August 27, 2012
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of April 15, 1992, between Lowe's Companies, Inc. and The Bank of New York, as successor trustee.
|
|
S-3
|
|
033-47269
|
|
4.1
|
|
April 16, 1992
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York, as successor trustee.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
December 15, 1995
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Lowe's Companies, Inc.'s 6 7/8% Debentures due February 15, 2028.
|
|
8-K
|
|
001-07898
|
|
4.2
|
|
February 20, 1998
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated as of February 23, 1999, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York, as successor trustee.
|
|
10-K
|
|
001-07898
|
|
10.13
|
|
April 19, 1999
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Form of Lowe's Companies, Inc.'s 6 1/2% Debentures due March 15, 2029.
|
|
10-K
|
|
001-07898
|
|
10.19
|
|
April 19, 1999
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York, as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s 5.0% Notes maturing in October 2015 and a form of Lowe's Companies, Inc.'s 5.5% Notes maturing in October 2035.
|
|
10-K
|
|
001-07898
|
|
4.5
|
|
April 3, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
4.7
|
|
Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s 5.40% Notes maturing in October 2016 and a form of Lowe's Companies, Inc.'s 5.80% Notes maturing in October 2036.
|
|
S-3 (POSASR)
|
|
333-137750
|
|
4.5
|
|
October 10, 2006
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s 6.10% Notes maturing in September 2017 and a form of Lowe's Companies, Inc.'s 6.65% Notes maturing in September 2037.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 11, 2007
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s 4.625% Notes maturing in April 2020 and a form of Lowe's Companies, Inc.'s 5.800% Notes maturing in April 2040.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
April 15, 2010
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
Seventh Supplemental Indenture, dated as of November 22, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s 2.125% Notes maturing in April 2016 and a form of Lowe's Companies, Inc.'s 3.750% Notes maturing in April 2021.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
November 22, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
4.11
|
|
Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe's Companies, Inc.’s 5.125% Notes maturing in November 2041.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
November 23, 2011
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe's Companies, Inc.’s 3.120% Notes maturing in April 2022, and a form of Lowe's Companies, Inc.'s 4.650% Notes maturing in April 2042.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
April 23, 2012
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe's Companies, Inc.’s 5.0% Notes maturing in September 2043.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 11, 2013
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe's Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including as exhibits thereto a form of Lowe's Companies, Inc.'s Floating Rate Notes maturing in September 2019, a form of Lowe's Companies, Inc.'s 3.125% Notes maturing in September 2024 and a form of Lowe's Companies, Inc.'s 5.000% Notes maturing in September 2044.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 10, 2014
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
4.15
|
|
Second Amended and Restated Credit Agreement, dated as of October 25, 2011, by and among Lowe's Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and an l/c issuer, Wells Fargo Bank, National Association, as syndication agent and an l/c issuer, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto.
|
|
8-K
|
|
001-07898
|
|
10.1
|
|
October 28, 2011
|
|
|
|
|
|
|
|
|
|
|
|
4.16
|
|
Credit Agreement, dated as of August 29, 2014, by and among Lowe's Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and an l/c issuer, Wells Fargo Bank, National Association, as syndication agent and an l/c issuer, and Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto.
|
|
8-K
|
|
001-07898
|
|
10.1
|
|
September 2, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Lowe's Companies, Inc. Directors' Deferred Compensation Plan, effective July 1, 1994.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
December 2, 2008
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Amendment No. 1 to the Lowe's Companies, Inc. Directors' Deferred Compensation Plan, effective January 31, 2009.*
|
|
10-K
|
|
001-07898
|
|
10.21
|
|
March 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Lowe's Companies Employee Stock Purchase Plan – Stock Options for Everyone, as amended and restated effective June 1, 2012.*
|
|
DEF 14A
|
|
001-07898
|
|
Appendix B
|
|
April 13, 2012
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Lowe's Companies, Inc. 1997 Incentive Plan.*
|
|
S-8
|
|
333-34631
|
|
4.2
|
|
August 29, 1997
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan, dated January 25, 1998.*
|
|
10-K
|
|
001-07898
|
|
10.16
|
|
April 19, 1999
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan, dated September 17, 1998 (also encompassing as Exhibit I thereto the Lowe's Companies, Inc. Deferred Compensation Program).*
|
|
10-K
|
|
001-07898
|
|
10.17
|
|
April 19, 1999
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Amendment No. 1 to the Lowe’s Companies, Inc. Deferred Compensation Program, effective as of January 1, 2005.*
|
|
10-K
|
|
001-07898
|
|
10.25
|
|
March 29, 2011
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Amendment No. 2 to the Lowe's Companies, Inc. Deferred Compensation Program, effective as of December 31, 2008.*
|
|
10-K
|
|
001-07898
|
|
10.22
|
|
March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Lowe's Companies Benefit Restoration Plan, as amended and restated as of January 1, 2008.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
December 12, 2007
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Amendment No. 1 to the Lowe’s Companies Benefit Restoration Plan.*
|
|
10-K
|
|
001-07898
|
|
10.10
|
|
March 29, 2011
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Amendment No. 2 to the Lowe's Companies Benefit Restoration Plan.*
|
|
10-K
|
|
001-07898
|
|
10.11
|
|
March 29, 2011
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Amendment No. 3 to the Lowe's Companies Benefit Restoration Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
December 1, 2011
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Amendment No. 4 to the Lowe's Companies Benefit Restoration Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
September 4, 2012
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Amendment No. 5 to the Lowe's Companies Benefit Restoration Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
December 3, 2013
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Amendment No. 6 to the Lowe's Companies Benefit Restoration Plan.*‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Form of Lowe's Companies, Inc. Management Continuity Agreement for Tier I Senior Officers.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
September 4, 2012
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Form of Lowe's Companies, Inc. Management Continuity Agreement for Tier II Senior Officers.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
September 3, 2008
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Lowe's Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
June 4, 2004
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Amendment No. 1 to the Lowe's Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
December 12, 2007
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Amendment No. 2 to the Lowe's Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
December 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Lowe's Companies, Inc. Amended and Restated Directors' Stock Option and Deferred Stock Unit Plan.*
|
|
8-K
|
|
001-07898
|
|
10.1
|
|
June 3, 2005
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
10.22
|
|
Form of Lowe's Companies, Inc. Deferred Stock Unit Agreement for Directors.*
|
|
8-K
|
|
001-07898
|
|
10.2
|
|
June 3, 2005
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Form of Lowe's Companies, Inc. Restricted Stock Award Agreement.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
September 1, 2005
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Form of Lowe's Companies, Inc. Performance Share Unit Award Agreement.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
May 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Lowe's Companies, Inc. 2011 Annual Incentive Plan, effective as of January 29, 2011.*
|
|
DEF 14A
|
|
001-07898
|
|
Appendix B
|
|
April 11, 2011
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Lowe's Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of March 21, 2014.*
|
|
DEF 14A
|
|
001-07898
|
|
Appendix B
|
|
April 14, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Form of Lowe’s Companies, Inc. 2006 Long Term Incentive Plan Non-Qualified Stock Option Agreement.*
|
|
10-K
|
|
001-07898
|
|
10.24
|
|
March 29, 2011
|
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
Statement re Computation of Ratio of Earnings to Fixed Charges.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
List of Subsidiaries.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOWE’S COMPANIES, INC.
|
|
|
(Registrant)
|
|
|
|
March 31, 2015
|
|
By: /s/ Robert A. Niblock
|
Date
|
|
Robert A. Niblock
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
March 31, 2015
|
|
By: /s/ Robert F. Hull, Jr.
|
Date
|
|
Robert F. Hull, Jr.
Chief Financial Officer
|
|
|
|
March 31, 2015
|
|
By: /s/ Matthew V. Hollifield
|
Date
|
|
Matthew V. Hollifield
Senior Vice President and Chief Accounting Officer
|
/s/ Robert A. Niblock
|
Chairman of the Board, President,
Chief Executive Officer and Director
|
March 31, 2015
|
Robert A. Niblock
|
|
Date
|
|
|
|
/s/ Raul Alvarez
|
Director
|
March 31, 2015
|
Raul Alvarez
|
|
Date
|
|
|
|
/s/ David W. Bernauer
|
Director
|
March 31, 2015
|
David W. Bernauer
|
|
Date
|
|
|
|
/s/ Leonard L. Berry
|
Director
|
March 31, 2015
|
Leonard L. Berry
|
|
Date
|
|
|
|
/s/ Angela F. Braly
|
Director
|
March 31, 2015
|
Angela F. Braly
|
|
Date
|
|
|
|
/s/ Richard W. Dreiling
|
Director
|
March 31, 2015
|
Richard W. Dreiling
|
|
Date
|
|
|
|
/s/ Dawn E. Hudson
|
Director
|
March 31, 2015
|
Dawn E. Hudson
|
|
Date
|
|
|
|
/s/ Robert L. Johnson
|
Director
|
March 31, 2015
|
Robert L. Johnson
|
|
Date
|
|
|
|
/s/ Marshall O. Larsen
|
Director
|
March 31, 2015
|
Marshall O. Larsen
|
|
Date
|
|
|
|
/s/ Richard K. Lochridge
|
Director
|
March 31, 2015
|
Richard K. Lochridge
|
|
Date
|
|
|
|
/s/ James H. Morgan
|
Director
|
March 31, 2015
|
James H. Morgan
|
|
Date
|
|
|
|
/s/ Eric C. Wiseman
|
Director
|
March 31, 2015
|
Eric C. Wiseman
|
|
Date
|
|
LOWE'S COMPANIES, INC.
|
|
|
|
|
|
By:
|
/s/ Maureen K. Ausura
|
|
|
Maureen K. Ausura
Chief Human Resources Officer
|
|
|
|
|
Date:
|
December 12, 2014
|
|
Fiscal Years Ended On
|
||||||||||||||||||
|
January 28, 2011
|
|
|
February 3, 2012
|
|
|
February 1, 2013
|
|
|
January 31, 2014
|
|
|
January 30, 2015
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Before Income Taxes
|
$
|
3,228
|
|
|
$
|
2,906
|
|
|
$
|
3,137
|
|
|
$
|
3,673
|
|
|
$
|
4,276
|
|
Fixed Charges
|
486
|
|
|
524
|
|
|
605
|
|
|
623
|
|
|
677
|
|
|||||
Capitalized Interest
1
|
(4
|
)
|
|
—
|
|
|
6
|
|
|
8
|
|
|
9
|
|
|||||
Adjusted Earnings
|
$
|
3,710
|
|
|
$
|
3,430
|
|
|
$
|
3,748
|
|
|
$
|
4,304
|
|
|
$
|
4,962
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense
2
|
352
|
|
|
385
|
|
|
463
|
|
|
478
|
|
|
525
|
|
|||||
Rental Expense
3
|
134
|
|
|
139
|
|
|
142
|
|
|
145
|
|
|
152
|
|
|||||
Total Fixed Charges
|
$
|
486
|
|
|
$
|
524
|
|
|
$
|
605
|
|
|
$
|
623
|
|
|
$
|
677
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
7.6
|
|
|
6.5
|
|
|
6.2
|
|
|
6.9
|
|
|
7.3
|
|
1
|
Includes the net of subtractions for interest capitalized and additions for amortization of previously-capitalized interest.
|
2
|
Interest accrued on uncertain tax positions is excluded from Interest Expense in the computation of Fixed Charges.
|
3
|
The portion of rental expense that is representative of the interest factor in these rentals.
|
NAME AND DOING BUSINESS AS:
|
|
STATE OF INCORPORATION
|
|
|
|
Lowe's Home Centers, LLC
|
|
North Carolina
|
|
|
|
All other subsidiaries were omitted pursuant to Item 601(21)(ii) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.
|
Description
|
Registration
Statement Number
|
|
|
Form S-3 ASR
|
|
Lowe’s Stock Advantage Direct Stock Purchase Plan
|
333-200115
|
Debt Securities, Preferred Stock, Common Stock
|
333-183730
|
|
|
Form S-8
|
|
Lowe’s 401(k) Plan
|
33-29772
|
Lowe’s Companies, Inc. 1994 Incentive Plan
|
33-54499
|
Lowe’s Companies, Inc. 1997 Incentive Plan
|
333-34631
|
Lowe’s Companies, Inc. Directors’ Stock Option Plan
|
333-89471
|
Lowe’s Companies Benefit Restoration Plan
|
333-97811
|
Lowe’s Companies Cash Deferral Plan
|
333-114435
|
Lowe’s Companies, Inc. 2006 Long Term Incentive Plan
|
333-138031; 333-196513
|
Lowe’s Companies Employee Stock Purchase Plan - Stock Options for Everyone
|
333-143266; 333-181950
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
March 31, 2015
|
|
/s/ Robert A. Niblock
|
Date
|
|
Robert A. Niblock
Chairman of the Board, President and Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
March 31, 2015
|
|
/s/ Robert F. Hull, Jr.
|
Date
|
|
Robert F. Hull, Jr.
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
LOWE'S COMPANIES, INC.
|
|
|
|
|
|
By:
|
/s/ Maureen K. Ausura
|
|
|
Maureen K. Ausura
Chief Human Resources Officer
|
|
|
|
|
Date:
|
November 4, 2014
|
"Roth Contributions
|
Contributions made pursuant to the elections of Participants in accordance with Section 4(j).”
|
|
LOWE'S COMPANIES, INC.
|
|
|
|
|
|
By:
|
/s/ Maureen K. Ausura
|
|
|
Maureen K. Ausura
Chief Human Resources Officer
|
|
|
|
|
Date:
|
November 4, 2014
|