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 3/31/2017
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Common Stock, $0.50 par value
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857,332,918
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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 2017 Annual Meeting of Shareholders
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Part III
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•
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Growth in real disposable personal income is projected to moderate to 2.3% in 2017 as compared with 2.8% growth in 2016, based on the March 2017 Blue Chip Economic Indicators
®
. *
|
•
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The average unemployment rate for 2017 is forecasted to decline to 4.6%, according to the March 2017 Blue Chip Economic Indicators, which would be an improvement from the 4.9% average rate in 2016. 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 2016, home prices increased an estimated 5.4% similar to the 5.5% increase in 2015, according to the latest Federal Housing Finance Agency index. Economists generally expect the rate of home price growth to moderate in 2017.
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•
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Housing turnover increased an estimated 5.1% in 2016 after a 7.3% increase in 2015, according to The National Association of Realtors and U.S. Census Bureau. Turnover is generally expected to continue to moderately increase in 2017, supported by persisting growth in the job 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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54
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Chairman of the Board, President and Chief Executive Officer since 2011.
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Marshall A. Croom
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56
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Chief Financial Officer since March 2017; Chief Risk Officer, 2012 – March 2017; Senior Vice President and Chief Risk Officer, 2009 – 2012.
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Rick D. Damron
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54
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Chief Operating Officer since 2012; Executive Vice President, Store Operations, 2011 – 2012.
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Matthew V. Hollifield
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50
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Senior Vice President and Chief Accounting Officer since 2005.
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Richard D. Maltsbarger
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41
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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.
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Ross W. McCanless
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59
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Chief Legal Officer, Secretary and Chief Compliance Officer since 2016; General Counsel, Secretary and Chief Compliance Officer, 2015 – 2016; Chief Legal Officer, Extended Stay America, Inc. and ESH Hospitality, Inc., 2013 – 2014; Chief Legal Officer, HVM, L.L.C., 2012 – 2013.
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Michael P. McDermott
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47
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Chief 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.
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N. Brian Peace
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51
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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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52
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Chief Information Officer since 2014; Senior Vice President, Information Technology, 2011 – 2014.
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Jennifer L. Weber
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50
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Chief Human Resources Officer since 2016; Executive Vice President, External Affairs and Strategic Policy, Duke Energy Corporation, 2014 – 2016; Executive Vice President and Chief Human Resources Officer, Duke Energy Corporation, 2011 – 2014.
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Fiscal 2016
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Fiscal 2015
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||||||||||||||||||||
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High
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Low
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Dividend
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High
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Low
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Dividend
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||||||||||||
1st Quarter
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$
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77.63
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$
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62.62
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$
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0.28
|
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|
$
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76.25
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$
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66.17
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$
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0.23
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2nd Quarter
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83.65
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74.56
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0.35
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73.93
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65.83
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|
0.28
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|
||||||
3rd Quarter
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82.68
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66.71
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0.35
|
|
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74.78
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|
64.22
|
|
|
0.28
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||||||
4th Quarter
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76.47
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|
64.87
|
|
|
0.35
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|
78.13
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|
66.93
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|
0.28
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|
2/3/2012
|
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2/1/2013
|
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1/31/2014
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1/30/2015
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1/29/2016
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2/3/2017
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||||||
Lowe’s
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$
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100.00
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$
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144.61
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$
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176.36
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$
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262.41
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$
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281.77
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$
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293.31
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S&P 500
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100.00
|
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|
115.06
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138.42
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158.11
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157.06
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190.14
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||||||
S&P Retail Index
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$
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100.00
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$
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125.89
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$
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157.75
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$
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189.45
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$
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221.27
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$
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260.15
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(In millions, except average
price paid per share)
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Total Number of
Shares Purchased
1
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Average Price
Paid per Share
|
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
2
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Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
2
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||
October 29, 2016 – November 25, 2016
3
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3.4
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$
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70.95
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3.4
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$
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367
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November 26, 2016 – December 30, 2016
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2.1
|
|
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72.97
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2.1
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|
|
215
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||
December 31, 2016 – February 3, 2017
3
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2.2
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72.09
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2.2
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5,076
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As of February 3, 2017
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7.7
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$
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71.83
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7.7
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$
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5,076
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1
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During the fourth quarter of fiscal
2016
, the Company repurchased an aggregate of
7.7 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.
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2
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On March 20, 2015, the Company announced that its Board of Directors authorized a
$5.0 billion
repurchase program with no expiration. On January 27, 2017, the Company announced that its Board of Directors authorized an additional $5.0 billion of share repurchases with no expiration. As of
February 3, 2017
, the Company had
$5.1 billion
share repurchases remaining available under the program. In fiscal 2017, the Company expects to repurchase shares totaling
$3.5 billion
through purchases made from time to time either in the open market or through private off market transactions in accordance with SEC regulations.
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3
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In November 2016, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase $190 million of the Company’s common stock. Pursuant to the agreement, the Company paid $190 million to the financial institution and received an initial delivery of 2.4 million shares. In January 2017, the Company finalized the transaction and received an additional 0.2 million shares. The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. See Note
9
to the consolidated financial statements included in this Annual Report.
|
Selected Statement of Earnings Data
(In millions, except per share data)
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2016
1
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|
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2015
|
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2014
|
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2013
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2012
|
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|||||
Net sales
|
$
|
65,017
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$
|
59,074
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$
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56,223
|
|
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$
|
53,417
|
|
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$
|
50,521
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Gross margin
|
22,464
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|
|
20,570
|
|
|
19,558
|
|
|
18,476
|
|
|
17,327
|
|
|||||
Operating income
|
5,846
|
|
|
4,971
|
|
|
4,792
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|
|
4,149
|
|
|
3,560
|
|
|||||
Net earnings
|
3,093
|
|
|
2,546
|
|
|
2,698
|
|
|
2,286
|
|
|
1,959
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|
|||||
Basic earnings per common share
|
3.48
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|
2.73
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|
2.71
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|
|
2.14
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|
|
1.69
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|
|||||
Diluted earnings per common share
|
3.47
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|
|
2.73
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|
|
2.71
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|
|
2.14
|
|
|
1.69
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|
|||||
Dividends per share
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$
|
1.33
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|
$
|
1.07
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|
|
$
|
0.87
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|
|
$
|
0.70
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|
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$
|
0.62
|
|
Selected Balance Sheet Data
|
|
|
|
|
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||||||||||
Total assets
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$
|
34,408
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|
|
$
|
31,266
|
|
|
$
|
31,721
|
|
|
$
|
32,471
|
|
|
$
|
32,441
|
|
Long-term debt, excluding current maturities
|
$
|
14,394
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|
|
$
|
11,545
|
|
|
$
|
10,806
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|
|
$
|
10,077
|
|
|
$
|
9,022
|
|
1
|
Fiscal 2016 contained 53 weeks, while all other years contained 52 weeks.
|
•
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Executive Overview
|
•
|
Operations
|
•
|
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
1
|
|
|
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year
1
|
|
||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
|
2016 vs. 2015
|
|
Net sales
|
100.00%
|
|
100.00%
|
|
N/A
|
|
|
10.1
|
%
|
Gross margin
|
34.55
|
|
34.82
|
|
(27
|
)
|
|
9.2
|
|
Expenses:
|
|
|
|
|
|
|
|
||
Selling, general and administrative
|
23.27
|
|
23.88
|
|
(61
|
)
|
|
7.2
|
|
Depreciation and amortization
|
2.29
|
|
2.53
|
|
(24
|
)
|
|
(0.3
|
)
|
Operating income
|
8.99
|
|
8.41
|
|
58
|
|
|
17.6
|
|
Interest - net
|
0.99
|
|
0.93
|
|
6
|
|
|
16.9
|
|
Pre-tax earnings
|
8.00
|
|
7.48
|
|
52
|
|
|
17.7
|
|
Income tax provision
|
3.24
|
|
3.17
|
|
7
|
|
|
12.6
|
|
Net earnings
|
4.76%
|
|
4.31%
|
|
45
|
|
|
21.5
|
%
|
|
|
|
|
|
|
|
|
||
|
|
|
Basis Point Increase / (Decrease) in
Percentage of Net Sales from Prior Year
|
|
|
Percentage Increase / (Decrease) in Dollar Amounts from Prior Year
|
|
||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|
|
2015 vs. 2014
|
|
Net sales
|
100.00%
|
|
100.00%
|
|
N/A
|
|
|
5.1
|
%
|
Gross margin
|
34.82
|
|
34.79
|
|
3
|
|
|
5.2
|
|
Expenses:
|
|
|
|
|
|
|
|
||
Selling, general and administrative
|
23.88
|
|
23.60
|
|
28
|
|
|
6.3
|
|
Depreciation and amortization
|
2.53
|
|
2.66
|
|
(13
|
)
|
|
—
|
|
Operating income
|
8.41
|
|
8.53
|
|
(12
|
)
|
|
3.7
|
|
Interest - net
|
0.93
|
|
0.92
|
|
1
|
|
|
7.0
|
|
Pre-tax earnings
|
7.48
|
|
7.61
|
|
(13
|
)
|
|
3.3
|
|
Income tax provision
|
3.17
|
|
2.81
|
|
36
|
|
|
18.6
|
|
Net earnings
|
4.31%
|
|
4.80%
|
|
(49
|
)
|
|
(5.6
|
)%
|
Other Metrics
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Comparable sales increase
2
|
4.2
|
%
|
|
4.8
|
%
|
|
4.3
|
%
|
|||
Total customer transactions (in millions)
1
|
945
|
|
|
878
|
|
|
857
|
|
|||
Average ticket
3
|
$
|
68.82
|
|
|
$
|
67.26
|
|
|
$
|
65.61
|
|
At end of year:
|
|
|
|
|
|
||||||
Number of stores
4
|
2,129
|
|
|
1,857
|
|
|
1,840
|
|
|||
Sales floor square feet (in millions)
|
213
|
|
|
202
|
|
|
201
|
|
|||
Average store size selling square feet (in thousands)
5
|
100
|
|
|
109
|
|
|
109
|
|
|||
Return on average assets
6
|
8.9
|
%
|
|
7.8
|
%
|
|
8.2
|
%
|
|||
Return on average shareholders’ equity
7
|
44.4
|
%
|
|
28.8
|
%
|
|
24.4
|
%
|
|||
Return on invested capital
8
|
15.8
|
%
|
|
14.1
|
%
|
|
13.9
|
%
|
1
|
The fiscal year ended February 3, 2017 had 53 weeks. The fiscal years ended January 29, 2016 and January 30, 2015 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 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. The comparable store sales calculation for 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
|
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)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Calculation of Return on Invested Capital
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,093
|
|
|
$
|
2,546
|
|
|
$
|
2,698
|
|
Plus:
|
|
|
|
|
|
||||||
Interest expense - net
|
645
|
|
|
552
|
|
|
516
|
|
|||
Provision for income taxes
|
2,108
|
|
|
1,873
|
|
|
1,578
|
|
|||
Earnings before interest and taxes
|
5,846
|
|
|
4,971
|
|
|
4,792
|
|
|||
Less:
|
|
|
|
|
|
||||||
Income tax adjustment
1
|
2,370
|
|
|
2,058
|
|
|
1,769
|
|
|||
Net operating profit after tax
|
$
|
3,476
|
|
|
$
|
2,913
|
|
|
$
|
3,024
|
|
Effective tax rate
|
40.5
|
%
|
|
42.4
|
%
|
|
36.9
|
%
|
|||
Denominator
|
|
|
|
|
|
||||||
Average debt and equity
2
|
$
|
21,958
|
|
|
$
|
20,693
|
|
|
$
|
21,744
|
|
Return on invested capital
|
15.8
|
%
|
|
14.1
|
%
|
|
13.9
|
%
|
|||
|
|
|
|
|
|
||||||
Calculation of Return on Average Debt and Equity
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,093
|
|
|
$
|
2,546
|
|
|
$
|
2,698
|
|
Denominator
|
|
|
|
|
|
||||||
Average debt and equity
2
|
$
|
21,958
|
|
|
$
|
20,693
|
|
|
$
|
21,744
|
|
Return on average debt and equity
|
14.1
|
%
|
|
12.3
|
%
|
|
12.4
|
%
|
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.
|
|
2016
|
|
2015
|
||||||||||||||||
|
Pre-Tax Earnings
|
|
Tax
|
|
Net Earnings
|
|
Pre-Tax Earnings
|
|
Tax
|
|
Net Earnings
|
||||||||
Diluted earnings per share, as reported
|
|
|
|
|
$
|
3.47
|
|
|
|
|
|
|
$
|
2.73
|
|
||||
Non-GAAP Adjustments - per share impacts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance-related costs
1
|
0.09
|
|
|
(0.03
|
)
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
IRC Section 987 charge
2
|
—
|
|
|
0.04
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Premium paid to acquire noncontrolling interest
3
|
—
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Net gain on foreign currency hedge
4
|
(0.09
|
)
|
|
0.04
|
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Australian joint venture impairment
5
|
0.33
|
|
|
—
|
|
|
0.33
|
|
|
0.56
|
|
|
—
|
|
|
0.56
|
|
||
Project write-offs
6
|
0.11
|
|
|
(0.04
|
)
|
|
0.07
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Orchard Supply Hardware goodwill and long-lived asset impairment
7
|
0.08
|
|
|
(0.03
|
)
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Adjusted diluted earnings per share
|
|
|
|
|
$
|
3.99
|
|
|
|
|
|
|
$
|
3.29
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Represents the costs associated with the Company’s organizational changes in the stores, distribution centers, and corporate offices.
|
2
|
Represents tax charge primarily related to the passage of Internal Revenue Code Section 987 regulations in 2016.
|
3
|
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.
|
4
|
Represents the net settlement of a foreign currency hedge entered into in advance of the Company’s acquisition of RONA during 2016.
|
5
|
Represents impairment charges related to the Company’s Australian joint venture with Woolworths.
|
6
|
Represents charges recognized in 2016 for projects canceled as a part of the Company’s ongoing review of strategic initiatives.
|
7
|
Represents impairment charges associated with the Company’s Orchard Supply Hardware operations as part of a strategic reassessment of this business during 2016.
|
(In millions)
|
2016
|
|
|
2015
|
|
||
Interest expense, net of amount capitalized
|
$
|
647
|
|
|
$
|
548
|
|
Amortization of original issue discount and loan costs
|
10
|
|
|
8
|
|
||
Interest income
|
(12
|
)
|
|
(4
|
)
|
||
Interest - net
|
$
|
645
|
|
|
$
|
552
|
|
(In millions)
|
2015
|
|
|
2014
|
|
||
Interest expense, net of amount capitalized
|
$
|
548
|
|
|
$
|
515
|
|
Amortization of original issue discount and loan costs
|
8
|
|
|
7
|
|
||
Interest income
|
(4
|
)
|
|
(6
|
)
|
||
Interest - net
|
$
|
552
|
|
|
$
|
516
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|||
Operating activities
|
5,617
|
|
|
4,784
|
|
|
4,929
|
|
Investing activities
|
(3,361
|
)
|
|
(1,343
|
)
|
|
(1,088
|
)
|
Financing activities
|
(2,092
|
)
|
|
(3,493
|
)
|
|
(3,761
|
)
|
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 and debt issuance costs)
|
$
|
14,466
|
|
|
$
|
751
|
|
|
$
|
1,301
|
|
|
$
|
1,526
|
|
|
$
|
10,888
|
|
Long-term debt (interest payments)
|
9,533
|
|
|
577
|
|
|
1,105
|
|
|
1,037
|
|
|
6,814
|
|
|||||
Capitalized lease obligations
1, 2
|
1,454
|
|
|
87
|
|
|
260
|
|
|
165
|
|
|
942
|
|
|||||
Operating leases
1
|
5,853
|
|
|
617
|
|
|
1,140
|
|
|
974
|
|
|
3,122
|
|
|||||
Purchase obligations
3
|
1,409
|
|
|
876
|
|
|
393
|
|
|
139
|
|
|
1
|
|
|||||
Total contractual obligations
|
$
|
32,715
|
|
|
$
|
2,908
|
|
|
$
|
4,199
|
|
|
$
|
3,841
|
|
|
$
|
21,767
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
$
|
67
|
|
|
$
|
60
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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.
|
|
February 3, 2017
|
|
|
% Sales
|
|
|
January 29, 2016
|
|
|
% Sales
|
|
|
January 30, 2015
|
|
|
% Sales
|
|
|||
Fiscal years ended on
|
||||||||||||||||||||
Net sales
|
$
|
65,017
|
|
|
100.00
|
%
|
|
$
|
59,074
|
|
|
100.00
|
%
|
|
$
|
56,223
|
|
|
100.00
|
%
|
Cost of sales
|
42,553
|
|
|
65.45
|
|
|
38,504
|
|
|
65.18
|
|
|
36,665
|
|
|
65.21
|
|
|||
Gross margin
|
22,464
|
|
|
34.55
|
|
|
20,570
|
|
|
34.82
|
|
|
19,558
|
|
|
34.79
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative
|
15,129
|
|
|
23.27
|
|
|
14,105
|
|
|
23.88
|
|
|
13,272
|
|
|
23.60
|
|
|||
Depreciation and amortization
|
1,489
|
|
|
2.29
|
|
|
1,494
|
|
|
2.53
|
|
|
1,494
|
|
|
2.66
|
|
|||
Operating income
|
5,846
|
|
|
8.99
|
|
|
4,971
|
|
|
8.41
|
|
|
4,792
|
|
|
8.53
|
|
|||
Interest - net
|
645
|
|
|
0.99
|
|
|
552
|
|
|
0.93
|
|
|
516
|
|
|
0.92
|
|
|||
Pre-tax earnings
|
5,201
|
|
|
8.00
|
|
|
4,419
|
|
|
7.48
|
|
|
4,276
|
|
|
7.61
|
|
|||
Income tax provision
|
2,108
|
|
|
3.24
|
|
|
1,873
|
|
|
3.17
|
|
|
1,578
|
|
|
2.81
|
|
|||
Net earnings
|
$
|
3,093
|
|
|
4.76
|
%
|
|
$
|
2,546
|
|
|
4.31
|
%
|
|
$
|
2,698
|
|
|
4.80
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per common share
|
$
|
3.48
|
|
|
|
|
$
|
2.73
|
|
|
|
|
$
|
2.71
|
|
|
|
|||
Diluted earnings per common share
|
$
|
3.47
|
|
|
|
|
$
|
2.73
|
|
|
|
|
$
|
2.71
|
|
|
|
|||
Cash dividends per share
|
$
|
1.33
|
|
|
|
|
$
|
1.07
|
|
|
|
|
$
|
0.87
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
February 3, 2017
|
|
|
% Sales
|
|
|
January 29, 2016
|
|
|
% Sales
|
|
|
January 30, 2015
|
|
|
% Sales
|
|
|||
Fiscal years ended on
|
|
|
||||||||||||||||||
Net earnings
|
$
|
3,093
|
|
|
4.76
|
%
|
|
$
|
2,546
|
|
|
4.31
|
%
|
|
$
|
2,698
|
|
|
4.80
|
%
|
Foreign currency translation adjustments - net of tax
|
154
|
|
|
0.23
|
|
|
(291
|
)
|
|
(0.49
|
)
|
|
(86
|
)
|
|
(0.15
|
)
|
|||
Other comprehensive income/(loss)
|
154
|
|
|
0.23
|
|
|
(291
|
)
|
|
(0.49
|
)
|
|
(86
|
)
|
|
(0.15
|
)
|
|||
Comprehensive income
|
$
|
3,247
|
|
|
4.99
|
%
|
|
$
|
2,255
|
|
|
3.82
|
%
|
|
$
|
2,612
|
|
|
4.65
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 3, 2017
|
|
|
% Total
|
|
|
January 29, 2016
|
|
|
% Total
|
|
||
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
$
|
558
|
|
|
1.6
|
%
|
|
$
|
405
|
|
|
1.3
|
%
|
Short-term investments
|
|
|
100
|
|
|
0.3
|
|
|
307
|
|
|
1.0
|
|
||
Merchandise inventory - net
|
|
|
10,458
|
|
|
30.4
|
|
|
9,458
|
|
|
30.3
|
|
||
Other current assets
|
|
|
884
|
|
|
2.6
|
|
|
391
|
|
|
1.3
|
|
||
Total current assets
|
|
|
12,000
|
|
|
34.9
|
|
|
10,561
|
|
|
33.9
|
|
||
Property, less accumulated depreciation
|
|
|
19,949
|
|
|
58.0
|
|
|
19,577
|
|
|
62.6
|
|
||
Long-term investments
|
|
|
366
|
|
|
1.1
|
|
|
222
|
|
|
0.7
|
|
||
Deferred income taxes - net
|
|
|
222
|
|
|
0.6
|
|
|
241
|
|
|
0.8
|
|
||
Goodwill
|
|
|
1,082
|
|
|
3.1
|
|
|
154
|
|
|
0.5
|
|
||
Other assets
|
|
|
789
|
|
|
2.3
|
|
|
511
|
|
|
1.5
|
|
||
Total assets
|
|
|
$
|
34,408
|
|
|
100.0
|
%
|
|
$
|
31,266
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
|
|
$
|
510
|
|
|
1.5
|
%
|
|
$
|
43
|
|
|
0.1
|
%
|
Current maturities of long-term debt
|
|
|
795
|
|
|
2.3
|
|
|
1,061
|
|
|
3.4
|
|
||
Accounts payable
|
|
|
6,651
|
|
|
19.3
|
|
|
5,633
|
|
|
18.0
|
|
||
Accrued compensation and employee benefits
|
|
|
790
|
|
|
2.3
|
|
|
820
|
|
|
2.6
|
|
||
Deferred revenue
|
|
|
1,253
|
|
|
3.6
|
|
|
1,078
|
|
|
3.4
|
|
||
Other current liabilities
|
|
|
1,975
|
|
|
5.7
|
|
|
1,857
|
|
|
6.1
|
|
||
Total current liabilities
|
|
|
11,974
|
|
|
34.7
|
|
|
10,492
|
|
|
33.6
|
|
||
Long-term debt, excluding current maturities
|
|
|
14,394
|
|
|
41.8
|
|
|
11,545
|
|
|
36.9
|
|
||
Deferred revenue - extended protection plans
|
|
|
763
|
|
|
2.2
|
|
|
729
|
|
|
2.3
|
|
||
Other liabilities
|
|
|
843
|
|
|
2.6
|
|
|
846
|
|
|
2.7
|
|
||
Total liabilities
|
|
|
27,974
|
|
|
81.3
|
|
|
23,612
|
|
|
75.5
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock - $5 par value, none issued
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Common stock - $.50 par value;
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued and outstanding
|
|
|
|
|
|
|
|
|
|
||||||
February 3, 2017
|
866
|
|
|
|
|
|
|
|
|
||||||
January 29, 2016
|
910
|
|
433
|
|
|
1.3
|
|
|
455
|
|
|
1.5
|
|
||
Capital in excess of par value
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Retained earnings
|
|
|
6,241
|
|
|
18.1
|
|
|
7,593
|
|
|
24.3
|
|
||
Accumulated other comprehensive loss
|
|
|
(240
|
)
|
|
(0.7
|
)
|
|
(394
|
)
|
|
(1.3
|
)
|
||
Total shareholders’ equity
|
|
|
6,434
|
|
|
18.7
|
|
|
7,654
|
|
|
24.5
|
|
||
Total liabilities and shareholders’ equity
|
|
|
$
|
34,408
|
|
|
100.0
|
%
|
|
$
|
31,266
|
|
|
100.0
|
%
|
|
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 31, 2014
|
1,030
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
11,355
|
|
|
$
|
(17
|
)
|
|
$
|
11,853
|
|
|
$
|
—
|
|
|
$
|
11,853
|
|
Net earnings
|
|
|
|
|
|
|
2,698
|
|
|
|
|
2,698
|
|
|
|
|
2,698
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(86
|
)
|
|
(86
|
)
|
|
|
|
(86
|
)
|
||||||||||||
Tax effect of non-qualified stock options exercised and restricted stock vested
|
|
|
|
|
41
|
|
|
|
|
|
|
41
|
|
|
|
|
41
|
|
||||||||||||
Cash dividends declared, $0.87 per share
|
|
|
|
|
|
|
(858
|
)
|
|
|
|
(858
|
)
|
|
|
|
(858
|
)
|
||||||||||||
Share-based payment expense
|
|
|
|
|
111
|
|
|
|
|
|
|
111
|
|
|
|
|
111
|
|
||||||||||||
Repurchase of common stock
|
(75
|
)
|
|
(37
|
)
|
|
(286
|
)
|
|
(3,604
|
)
|
|
|
|
(3,927
|
)
|
|
|
|
(3,927
|
)
|
|||||||||
Issuance of common stock under share-based payment plans
|
5
|
|
|
2
|
|
|
134
|
|
|
|
|
|
|
136
|
|
|
|
|
136
|
|
||||||||||
Balance January 30, 2015
|
960
|
|
|
$
|
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 plans
|
4
|
|
|
2
|
|
|
125
|
|
|
|
|
|
|
127
|
|
|
|
|
127
|
|
||||||||||
Balance January 29, 2016
|
910
|
|
|
$
|
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 plans
|
4
|
|
|
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, 2017
|
866
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
6,241
|
|
|
$
|
(240
|
)
|
|
$
|
6,434
|
|
|
$
|
—
|
|
|
$
|
6,434
|
|
|
February 3, 2017
|
|
|
January 29, 2016
|
|
|
January 30, 2015
|
|
|||
Fiscal years ended on
|
|||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,093
|
|
|
$
|
2,546
|
|
|
$
|
2,698
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,590
|
|
|
1,587
|
|
|
1,586
|
|
|||
Deferred income taxes
|
28
|
|
|
(68
|
)
|
|
(124
|
)
|
|||
Loss on property and other assets – net
|
143
|
|
|
30
|
|
|
25
|
|
|||
Loss on cost method and equity method investments
|
302
|
|
|
594
|
|
|
57
|
|
|||
Share-based payment expense
|
90
|
|
|
117
|
|
|
119
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventory – net
|
(178
|
)
|
|
(582
|
)
|
|
170
|
|
|||
Other operating assets
|
(183
|
)
|
|
(34
|
)
|
|
83
|
|
|||
Accounts payable
|
653
|
|
|
524
|
|
|
127
|
|
|||
Other operating liabilities
|
79
|
|
|
70
|
|
|
188
|
|
|||
Net cash provided by operating activities
|
5,617
|
|
|
4,784
|
|
|
4,929
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(1,192
|
)
|
|
(934
|
)
|
|
(820
|
)
|
|||
Proceeds from sale/maturity of investments
|
1,254
|
|
|
884
|
|
|
805
|
|
|||
Capital expenditures
|
(1,167
|
)
|
|
(1,197
|
)
|
|
(880
|
)
|
|||
Contributions to equity method investments – net
|
—
|
|
|
(125
|
)
|
|
(241
|
)
|
|||
Proceeds from sale of property and other long-term assets
|
37
|
|
|
57
|
|
|
52
|
|
|||
Purchases of derivative instruments
|
(103
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from settlement of derivative instruments
|
179
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of business - net
|
(2,356
|
)
|
|
—
|
|
|
—
|
|
|||
Other – net
|
(13
|
)
|
|
(28
|
)
|
|
(4
|
)
|
|||
Net cash used in investing activities
|
(3,361
|
)
|
|
(1,343
|
)
|
|
(1,088
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
466
|
|
|
43
|
|
|
(386
|
)
|
|||
Net proceeds from issuance of long-term debt
|
3,267
|
|
|
1,718
|
|
|
1,239
|
|
|||
Repayment of long-term debt
|
(1,173
|
)
|
|
(552
|
)
|
|
(48
|
)
|
|||
Proceeds from issuance of common stock under share-based payment plans
|
139
|
|
|
125
|
|
|
137
|
|
|||
Cash dividend payments
|
(1,121
|
)
|
|
(957
|
)
|
|
(822
|
)
|
|||
Repurchase of common stock
|
(3,595
|
)
|
|
(3,925
|
)
|
|
(3,905
|
)
|
|||
Other – net
|
(75
|
)
|
|
55
|
|
|
24
|
|
|||
Net cash used in financing activities
|
(2,092
|
)
|
|
(3,493
|
)
|
|
(3,761
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(11
|
)
|
|
(9
|
)
|
|
(5
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash and cash equivalents
|
153
|
|
|
(61
|
)
|
|
75
|
|
|||
Cash and cash equivalents, beginning of year
|
405
|
|
|
466
|
|
|
391
|
|
|||
Cash and cash equivalents, end of year
|
$
|
558
|
|
|
$
|
405
|
|
|
$
|
466
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Goodwill, balance at beginning of year
|
$
|
154
|
|
|
$
|
154
|
|
|
$
|
155
|
|
Acquisitions
|
1,015
|
|
|
—
|
|
|
—
|
|
|||
Impairment
|
(46
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Foreign currency translation adjustments
|
(41
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill, balance at end of year
|
$
|
1,082
|
|
|
$
|
154
|
|
|
$
|
154
|
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||||||||
(In millions)
|
Gross Carrying Amount
|
|
|
Cumulative Impairment
|
|
|
Gross Carrying Amount
|
|
|
Cumulative Impairment
|
|
||||
Goodwill
|
$
|
1,129
|
|
|
$
|
(47
|
)
|
|
$
|
155
|
|
|
$
|
(1
|
)
|
(In millions)
|
February 3, 2017
|
|
|
January 29, 2016
|
|
||
Self-insurance liabilities
|
$
|
327
|
|
|
$
|
343
|
|
Accrued dividends
|
304
|
|
|
255
|
|
||
Sales tax liabilities
|
210
|
|
|
140
|
|
||
Accrued interest
|
194
|
|
|
179
|
|
||
Accrued property taxes
|
108
|
|
|
111
|
|
||
Other
|
832
|
|
|
829
|
|
||
Total
|
$
|
1,975
|
|
|
$
|
1,857
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Deferred revenue - extended protection plans, beginning of year
|
$
|
729
|
|
|
$
|
730
|
|
|
$
|
730
|
|
Additions to deferred revenue
|
387
|
|
|
350
|
|
|
318
|
|
|||
Deferred revenue recognized
|
(353
|
)
|
|
(351
|
)
|
|
(318
|
)
|
|||
Deferred revenue - extended protection plans, end of year
|
$
|
763
|
|
|
$
|
729
|
|
|
$
|
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.
|
(In millions)
|
May 20, 2016
|
||
Purchase price:
|
|
||
Cash paid to common shareholders
|
$
|
1,999
|
|
Cash paid to debt holders
|
368
|
|
|
Total cash paid
|
$
|
2,367
|
|
|
|
||
Allocation:
|
|
||
Cash acquired
|
$
|
83
|
|
Accounts receivable
|
260
|
|
|
Merchandise inventory
|
814
|
|
|
Property
|
886
|
|
|
Amortizable intangible assets:
|
|
||
Trademarks
|
204
|
|
|
Dealer relationships
|
106
|
|
|
Other assets
|
127
|
|
|
Goodwill
|
976
|
|
|
Current liabilities assumed
|
(619
|
)
|
|
Long-term liabilities assumed
|
(361
|
)
|
|
Noncontrolling interest
|
(109
|
)
|
|
Total net assets acquired
|
$
|
2,367
|
|
•
|
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
|
||||||
(In millions)
|
Measurement Level
|
|
February 3, 2017
|
|
|
January 29, 2016
|
|
||
Available-for-sale securities:
|
|
|
|
|
|
||||
Money market funds
|
Level 1
|
|
$
|
81
|
|
|
$
|
192
|
|
Certificates of deposit
|
Level 1
|
|
15
|
|
|
56
|
|
||
Municipal obligations
|
Level 2
|
|
4
|
|
|
38
|
|
||
Municipal floating rate obligations
|
Level 2
|
|
—
|
|
|
21
|
|
||
Total short-term investments
|
|
|
$
|
100
|
|
|
$
|
307
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||
Municipal floating rate obligations
|
Level 2
|
|
$
|
359
|
|
|
$
|
212
|
|
Municipal obligations
|
Level 2
|
|
5
|
|
|
5
|
|
||
Certificates of deposit
|
Level 1
|
|
2
|
|
|
5
|
|
||
Total long-term investments
|
|
|
$
|
366
|
|
|
$
|
222
|
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||||||||
(In millions)
|
Fair Value Measurements
|
|
|
Impairment Losses
|
|
|
Fair Value Measurements
|
|
|
Impairment Losses
|
|
||||
Assets-held-for-use:
|
|
|
|
|
|
|
|
||||||||
Operating locations
|
$
|
3
|
|
|
$
|
(34
|
)
|
|
$
|
4
|
|
|
$
|
(8
|
)
|
Excess properties
|
18
|
|
|
(9
|
)
|
|
4
|
|
|
(2
|
)
|
||||
Goodwill (Note 1)
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Cost method investments (Note 3)
|
103
|
|
|
(290
|
)
|
|
—
|
|
|
—
|
|
||||
Equity method investments (Note 3)
|
—
|
|
|
—
|
|
|
393
|
|
|
(530
|
)
|
||||
Total
|
$
|
124
|
|
|
$
|
(379
|
)
|
|
$
|
401
|
|
|
$
|
(540
|
)
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
||||
Unsecured notes (Level 1)
|
$
|
14,321
|
|
|
$
|
15,305
|
|
|
$
|
12,073
|
|
|
$
|
13,292
|
|
Mortgage notes (Level 2)
|
7
|
|
|
7
|
|
|
7
|
|
|
8
|
|
||||
Long-term debt (excluding capitalized lease obligations)
|
$
|
14,328
|
|
|
$
|
15,312
|
|
|
$
|
12,080
|
|
|
$
|
13,300
|
|
(In millions)
|
Estimated
Depreciable Lives, In Years |
|
February 3, 2017
|
|
|
January 29, 2016
|
|
||
Cost:
|
|
|
|
|
|
||||
Land
|
N/A
|
|
$
|
7,329
|
|
|
$
|
7,086
|
|
Buildings and building improvements
|
5-40
|
|
18,147
|
|
|
17,451
|
|
||
Equipment
|
2-15
|
|
10,978
|
|
|
10,863
|
|
||
Construction in progress
|
N/A
|
|
464
|
|
|
513
|
|
||
Total cost
|
|
|
36,918
|
|
|
35,913
|
|
||
Accumulated depreciation
|
|
|
(16,969
|
)
|
|
(16,336
|
)
|
||
Property, less accumulated depreciation
|
|
|
$
|
19,949
|
|
|
$
|
19,577
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Accrual for exit activities, balance at beginning of year
|
$
|
67
|
|
|
$
|
53
|
|
|
$
|
54
|
|
Additions to the accrual - net
|
47
|
|
|
34
|
|
|
14
|
|
|||
Cash payments
|
(48
|
)
|
|
(20
|
)
|
|
(15
|
)
|
|||
Accrual for exit activities, balance at end of year
|
$
|
66
|
|
|
$
|
67
|
|
|
$
|
53
|
|
Debt Category
(In millions) |
Weighted-Average Interest Rate at February 3, 2017
|
|
|
February 3, 2017
|
|
|
January 29, 2016
|
|
||
Secured debt:
|
|
|
|
|
|
|||||
Mortgage notes due through fiscal 2027
1
|
5.44
|
%
|
|
$
|
7
|
|
|
$
|
7
|
|
Unsecured debt:
|
|
|
|
|
|
|||||
Notes due through fiscal 2021
|
2.87
|
%
|
|
3,567
|
|
|
3,990
|
|
||
Notes due fiscal 2022-2026
|
3.07
|
%
|
|
3,783
|
|
|
2,443
|
|
||
Notes due fiscal 2027-2031
|
6.76
|
%
|
|
814
|
|
|
813
|
|
||
Notes due fiscal 2032-2036
|
5.64
|
%
|
|
941
|
|
|
941
|
|
||
Notes due fiscal 2037-2041
2
|
5.94
|
%
|
|
1,585
|
|
|
1,585
|
|
||
Notes due fiscal 2042-2046
|
4.26
|
%
|
|
3,631
|
|
|
2,301
|
|
||
Capitalized lease obligations due through fiscal 2037
|
|
|
861
|
|
|
526
|
|
|||
Total long-term debt
|
|
|
15,189
|
|
|
12,606
|
|
|||
Less current maturities
|
|
|
(795
|
)
|
|
(1,061
|
)
|
|||
Long-term debt, excluding current maturities
|
|
|
$
|
14,394
|
|
|
$
|
11,545
|
|
1
|
Real properties with an aggregate book value of
$28 million
were pledged as collateral at
February 3, 2017
, 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.
|
Issue Date
|
|
Principal Amount (in millions)
|
|
Maturity Date
|
|
Fixed vs. Floating
|
|
Interest Rate
|
|
Discount (in millions)
|
||||
September 2014
|
|
$
|
450
|
|
|
September 2019
|
|
Floating
|
|
Floating
|
|
$
|
2
|
|
September 2014
|
|
$
|
450
|
|
|
September 2024
|
|
Fixed
|
|
3.125%
|
|
$
|
6
|
|
September 2014
|
|
$
|
350
|
|
|
September 2044
|
|
Fixed
|
|
4.250%
|
|
$
|
4
|
|
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
|
|
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
|
|
|
2016
|
|
2015
|
||||||||||
(In millions)
|
Shares
|
|
|
Cost
1
|
|
|
Shares
|
|
|
Cost
1
|
|
||
Share repurchase program
|
46.7
|
|
|
$
|
3,500
|
|
|
53.6
|
|
|
$
|
3,811
|
|
Shares withheld from employees
|
1.0
|
|
|
77
|
|
|
0.9
|
|
|
67
|
|
||
Total share repurchases
|
47.7
|
|
|
$
|
3,577
|
|
|
54.5
|
|
|
$
|
3,878
|
|
1
|
Reductions of
$3.3 billion
and
$3.6 billion
were recorded to retained earnings, after capital in excess of par value was depleted, for
2016
and
2015
, respectively.
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Expected volatility
|
24.0
|
%
|
|
31.3
|
%
|
|
34.2
|
%
|
|||
Dividend yield
|
1.66
|
%
|
|
1.69
|
%
|
|
1.73
|
%
|
|||
Risk-free interest rate
|
1.42
|
%
|
|
1.99
|
%
|
|
2.26
|
%
|
|||
Expected term, in years
|
6.44
|
|
|
7.00
|
|
|
7.00
|
|
|||
|
|
|
|
|
|
||||||
Weighted-average grant date fair value
|
$
|
15.00
|
|
|
$
|
20.27
|
|
|
$
|
17.00
|
|
|
Shares
(In thousands) |
|
|
Weighted-Average Exercise Price Per Share
|
|
|
Weighted-Average Remaining Term (In years)
|
|
Aggregate Intrinsic Value (In thousands)
|
|
||
Outstanding at January 29, 2016
|
5,431
|
|
|
$
|
42.18
|
|
|
|
|
|
||
Granted
|
822
|
|
|
71.47
|
|
|
|
|
|
|||
Canceled, forfeited or expired
|
(306
|
)
|
|
64.52
|
|
|
|
|
|
|||
Exercised
|
(1,708
|
)
|
|
33.26
|
|
|
|
|
|
|||
Outstanding at February 3, 2017
|
4,239
|
|
|
$
|
49.84
|
|
|
6.34
|
|
$
|
99,479
|
|
Vested and expected to vest at February 3, 2017
1
|
4,166
|
|
|
$
|
49.50
|
|
|
6.29
|
|
$
|
99,190
|
|
Exercisable at February 3, 2017
|
2,693
|
|
|
$
|
40.35
|
|
|
4.92
|
|
$
|
88,714
|
|
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 29, 2016
|
4,211
|
|
|
$
|
51.06
|
|
Granted
|
935
|
|
|
71.35
|
|
|
Vested
|
(2,142
|
)
|
|
42.18
|
|
|
Canceled or forfeited
|
(323
|
)
|
|
59.47
|
|
|
Nonvested at February 3, 2017
|
2,681
|
|
|
$
|
64.22
|
|
|
Units
(In thousands) 1 |
|
|
Weighted-Average Grant-Date Fair Value Per Unit
|
|
|
Nonvested at January 29, 2016
|
792
|
|
|
$
|
50.93
|
|
Granted
|
339
|
|
|
77.58
|
|
|
Vested
|
(256
|
)
|
|
36.52
|
|
|
Canceled or forfeited
|
(152
|
)
|
|
66.33
|
|
|
Nonvested at February 3, 2017
|
723
|
|
|
$
|
65.30
|
|
¹
|
The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. As of
February 3, 2017
, the maximum number of nonvested units that could vest under the provisions of the agreements was
1.2 million
for the RONCAA awards.
|
|
Units
(In thousands) 1 |
|
|
Weighted-Average Grant-Date Fair Value Per Unit
|
|
|
Nonvested at January 29, 2016
|
127
|
|
|
$
|
36.47
|
|
Vested
|
(126
|
)
|
|
36.47
|
|
|
Canceled or forfeited
|
(1
|
)
|
|
36.47
|
|
|
Nonvested at February 3, 2017
|
—
|
|
|
$
|
—
|
|
¹
|
The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. For the year ended
February 3, 2017
, the actual number of units that vested under the provisions of the agreements was
0.2 million
units for the brand differentiation awards.
|
|
Shares
(In thousands) |
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
|
Nonvested at January 29, 2016
|
314
|
|
|
$
|
52.52
|
|
Granted
|
178
|
|
|
67.26
|
|
|
Vested
|
(107
|
)
|
|
41.80
|
|
|
Canceled or forfeited
|
(62
|
)
|
|
59.68
|
|
|
Nonvested at February 3, 2017
|
323
|
|
|
$
|
62.85
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
3.6
|
|
|
3.6
|
|
|
3.3
|
|
Valuation allowance - impairment
|
2.0
|
|
|
4.2
|
|
|
—
|
|
Other, net
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(1.4
|
)
|
Effective tax rate
|
40.5
|
%
|
|
42.4
|
%
|
|
36.9
|
%
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,824
|
|
|
$
|
1,688
|
|
|
$
|
1,475
|
|
State
|
275
|
|
|
248
|
|
|
221
|
|
|||
Total current
1
|
2,099
|
|
|
1,936
|
|
|
1,696
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
6
|
|
|
(59
|
)
|
|
(112
|
)
|
|||
State
|
3
|
|
|
(4
|
)
|
|
(6
|
)
|
|||
Total deferred
1
|
9
|
|
|
(63
|
)
|
|
(118
|
)
|
|||
Total income tax provision
|
$
|
2,108
|
|
|
$
|
1,873
|
|
|
$
|
1,578
|
|
1
|
Amounts applicable to foreign income taxes were insignificant for all periods presented.
|
(In millions)
|
February 3, 2017
|
|
|
January 29, 2016
|
|
||
Deferred tax assets:
|
|
|
|
||||
Self-insurance
|
$
|
352
|
|
|
$
|
369
|
|
Share-based payment expense
|
69
|
|
|
83
|
|
||
Deferred rent
|
78
|
|
|
91
|
|
||
Impairment of investment
|
381
|
|
|
270
|
|
||
Foreign currency translation
|
—
|
|
|
107
|
|
||
Net operating losses
|
174
|
|
|
159
|
|
||
Other, net
|
175
|
|
|
156
|
|
||
Total deferred tax assets
|
1,229
|
|
|
1,235
|
|
||
Valuation allowance
|
(578
|
)
|
|
(447
|
)
|
||
Net deferred tax assets
|
651
|
|
|
788
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property
|
(417
|
)
|
|
(507
|
)
|
||
Other, net
|
(34
|
)
|
|
(40
|
)
|
||
Total deferred tax liabilities
|
(451
|
)
|
|
(547
|
)
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
200
|
|
|
$
|
241
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrecognized tax benefits, beginning of year
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
62
|
|
Additions for tax positions of prior years
|
3
|
|
|
—
|
|
|
2
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(2
|
)
|
|
(57
|
)
|
|||
Settlements
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
7
|
|
(In millions, except per share data)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Net earnings attributable to Lowe's Companies, Inc.
|
$
|
3,091
|
|
|
$
|
2,546
|
|
|
$
|
2,698
|
|
Less: Net earnings allocable to participating securities
|
(11
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|||
Less: Premium paid to acquire noncontrolling interest
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings allocable to common shares, basic
|
$
|
3,062
|
|
|
$
|
2,534
|
|
|
$
|
2,682
|
|
Weighted-average common shares outstanding
|
880
|
|
|
927
|
|
|
988
|
|
|||
Basic earnings per common share
|
$
|
3.48
|
|
|
$
|
2.73
|
|
|
$
|
2.71
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Net earnings attributable to Lowe's Companies, Inc.
|
$
|
3,091
|
|
|
$
|
2,546
|
|
|
$
|
2,698
|
|
Less: Net earnings allocable to participating securities
|
(11
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|||
Less: Premium paid to acquire noncontrolling interest
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings allocable to common shares, diluted
|
$
|
3,062
|
|
|
$
|
2,534
|
|
|
$
|
2,682
|
|
Weighted-average common shares outstanding
|
880
|
|
|
927
|
|
|
988
|
|
|||
Dilutive effect of non-participating share-based awards
|
1
|
|
|
2
|
|
|
2
|
|
|||
Weighted-average common shares, as adjusted
|
881
|
|
|
929
|
|
|
990
|
|
|||
Diluted earnings per common share
|
$
|
3.47
|
|
|
$
|
2.73
|
|
|
$
|
2.71
|
|
(In millions)
Fiscal Year |
Operating Leases
|
|
|
Capitalized Lease Obligations
|
|
|
Total
|
|
|||
2017
|
$
|
617
|
|
|
$
|
87
|
|
|
$
|
704
|
|
2018
|
590
|
|
|
102
|
|
|
692
|
|
|||
2019
|
550
|
|
|
158
|
|
|
708
|
|
|||
2020
|
508
|
|
|
81
|
|
|
589
|
|
|||
2021
|
466
|
|
|
84
|
|
|
550
|
|
|||
Later years
|
3,122
|
|
|
942
|
|
|
4,064
|
|
|||
Total minimum lease payments
|
$
|
5,853
|
|
|
$
|
1,454
|
|
|
$
|
7,307
|
|
Less amount representing interest
|
|
|
(593
|
)
|
|
|
|||||
Present value of minimum lease payments
|
|
|
861
|
|
|
|
|||||
Less current maturities
|
|
|
(46
|
)
|
|
|
|||||
Present value of minimum lease payments, less current maturities
|
|
|
$
|
815
|
|
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Long-term debt
|
$
|
583
|
|
|
$
|
505
|
|
|
$
|
470
|
|
Capitalized lease obligations
|
53
|
|
|
42
|
|
|
42
|
|
|||
Interest income
|
(12
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Interest capitalized
|
(4
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Interest on tax uncertainties
|
2
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other
|
23
|
|
|
13
|
|
|
13
|
|
|||
Interest - net
|
$
|
645
|
|
|
$
|
552
|
|
|
$
|
516
|
|
(In millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash paid for interest, net of amount capitalized
|
$
|
619
|
|
|
$
|
535
|
|
|
$
|
504
|
|
Cash paid for income taxes, net
|
$
|
2,217
|
|
|
$
|
2,055
|
|
|
$
|
1,534
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Non-cash property acquisitions, including assets acquired under capital lease
|
$
|
86
|
|
|
$
|
102
|
|
|
$
|
44
|
|
Cash dividends declared but not paid
|
$
|
304
|
|
|
$
|
255
|
|
|
$
|
222
|
|
|
2016
|
|
2015
1
|
|
2014
1
|
|||||||||||||||
(Dollars in millions)
|
Total Sales
|
|
|
%
|
|
|
Total Sales
|
|
|
%
|
|
|
Total Sales
|
|
|
%
|
|
|||
Lumber & Building Materials
|
$
|
8,399
|
|
|
13
|
%
|
|
$
|
6,891
|
|
|
12
|
%
|
|
$
|
6,667
|
|
|
12
|
%
|
Tools & Hardware
|
7,220
|
|
|
11
|
|
|
6,500
|
|
|
11
|
|
|
6,188
|
|
|
11
|
|
|||
Appliances
|
7,037
|
|
|
11
|
|
|
6,477
|
|
|
11
|
|
|
5,710
|
|
|
10
|
|
|||
Fashion Fixtures
|
6,307
|
|
|
10
|
|
|
5,809
|
|
|
10
|
|
|
5,596
|
|
|
10
|
|
|||
Rough Plumbing & Electrical
|
5,744
|
|
|
9
|
|
|
5,211
|
|
|
9
|
|
|
4,988
|
|
|
9
|
|
|||
Seasonal Living
|
4,253
|
|
|
7
|
|
|
3,952
|
|
|
7
|
|
|
3,735
|
|
|
7
|
|
|||
Lawn & Garden
|
4,192
|
|
|
6
|
|
|
3,878
|
|
|
6
|
|
|
3,770
|
|
|
7
|
|
|||
Paint
|
4,053
|
|
|
6
|
|
|
3,712
|
|
|
6
|
|
|
3,616
|
|
|
6
|
|
|||
Millwork
|
3,729
|
|
|
6
|
|
|
3,504
|
|
|
6
|
|
|
3,360
|
|
|
6
|
|
|||
Flooring
|
3,662
|
|
|
6
|
|
|
3,333
|
|
|
6
|
|
|
3,213
|
|
|
6
|
|
|||
Kitchens
|
3,524
|
|
|
5
|
|
|
3,271
|
|
|
5
|
|
|
3,163
|
|
|
5
|
|
|||
Outdoor Power Equipment
|
3,493
|
|
|
5
|
|
|
3,378
|
|
|
6
|
|
|
3,193
|
|
|
6
|
|
|||
Home Fashions
|
2,611
|
|
|
4
|
|
|
2,480
|
|
|
4
|
|
|
2,425
|
|
|
4
|
|
|||
Other
|
793
|
|
|
1
|
|
|
678
|
|
|
1
|
|
|
599
|
|
|
1
|
|
|||
Totals
|
$
|
65,017
|
|
|
100
|
%
|
|
$
|
59,074
|
|
|
100
|
%
|
|
$
|
56,223
|
|
|
100
|
%
|
1
|
Certain prior period amounts have been reclassified to conform to current product category classifications.
|
|
2016
|
|
||||||||||||||
(In millions, except per share data)
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
1
|
|
|
||||
Net sales
|
$
|
15,234
|
|
|
$
|
18,260
|
|
|
$
|
15,739
|
|
|
$
|
15,784
|
|
|
Gross margin
|
5,337
|
|
|
6,288
|
|
|
5,407
|
|
|
5,432
|
|
|
||||
Net earnings
|
884
|
|
|
1,167
|
|
|
379
|
|
|
663
|
|
|
||||
Basic earnings per common share
|
0.98
|
|
|
1.32
|
|
|
0.43
|
|
|
0.74
|
|
|
||||
Diluted earnings per common share
|
$
|
0.98
|
|
|
$
|
1.31
|
|
|
$
|
0.43
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2015
|
|
||||||||||||||
(In millions, except per share data)
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
||||
Net sales
|
$
|
14,129
|
|
|
$
|
17,348
|
|
|
$
|
14,360
|
|
|
$
|
13,236
|
|
|
Gross margin
|
5,012
|
|
|
5,981
|
|
|
4,990
|
|
|
4,588
|
|
|
||||
Net earnings
|
673
|
|
|
1,126
|
|
|
736
|
|
|
11
|
|
2
|
||||
Basic earnings per common share
|
0.70
|
|
|
1.20
|
|
|
0.80
|
|
|
0.01
|
|
|
||||
Diluted earnings per common share
|
$
|
0.70
|
|
|
$
|
1.20
|
|
|
$
|
0.80
|
|
|
$
|
0.01
|
|
|
1
|
The fourth quarter of fiscal 2016 contained an additional week.
|
2
|
During the fourth quarter, the Company decided to exit its Australian joint venture investment with Woolworths and recorded a $530 million impairment of its equity method investment due to the determination that there was a decrease in value that was other than temporary.
|
|
|
Page No.
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
(In millions)
|
Balance at beginning of period
|
|
|
Charges to costs
and expenses
|
|
|
|
|
Deductions
|
|
|
|
|
Balance at end of period
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 3, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for loss on obsolete inventory
|
$
|
46
|
|
|
$
|
13
|
|
|
1
|
|
$
|
—
|
|
|
|
|
$
|
59
|
|
Reserve for inventory shrinkage
|
171
|
|
|
397
|
|
|
|
|
(379
|
)
|
|
2
|
|
189
|
|
||||
Reserve for sales returns
|
66
|
|
|
5
|
|
|
3
|
|
—
|
|
|
|
|
71
|
|
||||
Deferred tax valuation allowance
|
447
|
|
|
131
|
|
|
4
|
|
—
|
|
|
|
|
578
|
|
||||
Self-insurance liabilities
|
883
|
|
|
1,418
|
|
|
|
|
(1,470
|
)
|
|
5
|
|
831
|
|
||||
Reserve for exit activities
|
67
|
|
|
47
|
|
|
|
|
(48
|
)
|
|
6
|
|
66
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
January 29, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for loss on obsolete inventory
|
$
|
52
|
|
|
$
|
—
|
|
|
|
|
$
|
(6
|
)
|
|
1
|
|
$
|
46
|
|
Reserve for inventory shrinkage
|
162
|
|
|
345
|
|
|
|
|
(336
|
)
|
|
2
|
|
171
|
|
||||
Reserve for sales returns
|
65
|
|
|
1
|
|
|
3
|
|
—
|
|
|
|
|
66
|
|
||||
Deferred tax valuation allowance
|
170
|
|
|
277
|
|
|
4
|
|
—
|
|
|
|
|
447
|
|
||||
Self-insurance liabilities
|
905
|
|
|
1,357
|
|
|
|
|
(1,379
|
)
|
|
5
|
|
883
|
|
||||
Reserve for exit activities
|
53
|
|
|
34
|
|
|
|
|
(20
|
)
|
|
6
|
|
67
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
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 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
|
|
2.1
|
|
Arrangement Agreement, dated as of February 2, 2016, among Lowe’s Companies, Inc., Lowe’s Companies Canada, ULC and RONA inc.
(1)
|
|
10-K
|
|
001-07898
|
|
2.1
|
|
March 29, 2016
|
|
|
|
|
|
|
|
|
|
|
|
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 May 27, 2016.
|
|
8-K
|
|
001-07898
|
|
3.1
|
|
May 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of April 15, 1992, between Lowe’s Companies, Inc. and U.S. Bank National Association, 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 U.S. Bank National Association, 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 U.S. Bank National Association, 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 U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035.
|
|
10-K
|
|
001-07898
|
|
4.5
|
|
April 3, 2007
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
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 U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036.
|
|
S-3 (POSASR)
|
|
333-137750
|
|
4.5
|
|
October 10, 2006
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 11, 2007
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
April 15, 2010
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
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 U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 3.750% Notes maturing in April 2021.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
November 22, 2010
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
November 23, 2011
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
April 23, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
4.13
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 11, 2013
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
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 U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 10, 2014
|
|
|
|
|
|
|
|
|
|
|
|
4.15
|
|
Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
September 16, 2015
|
|
|
|
|
|
|
|
|
|
|
|
4.16
|
|
Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
April 20, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
4.17
|
|
Amended and Restated Credit Agreement, dated as of November 23, 2016, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, National Association, as syndication agent and a letter of credit 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
|
|
November 28, 2016
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
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-K
|
|
001-07898
|
|
10.1
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Amendment No. 7 to the Lowe’s Companies Benefit Restoration Plan.*‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier I Senior Officers used for agreements entered into prior to June 1, 2012.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
September 3, 2008
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier I Senior Officers used for agreements entered into on or after June 1, 2012.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
September 4, 2012
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Form of Lowe’s Companies, Inc. Management Continuity Agreement for Tier II Senior Officers.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
September 3, 2008
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Lowe’s Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
June 4, 2004
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Amendment No. 1 to the Lowe’s Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
December 12, 2007
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Amendment No. 2 to the Lowe’s Companies Cash Deferral Plan.*
|
|
10-Q
|
|
001-07898
|
|
10.2
|
|
December 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Lowe’s Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred Stock Unit Plan.*
|
|
8-K
|
|
001-07898
|
|
10.1
|
|
June 3, 2005
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Directors.*
|
|
8-K
|
|
001-07898
|
|
10.2
|
|
June 3, 2005
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
September 1, 2005
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*
|
|
10-Q
|
|
001-07898
|
|
10.1
|
|
May 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
10.27
|
|
Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement.*‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of February 4, 2017.*‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*
|
|
DEF 14A
|
|
001-07898
|
|
Appendix C
|
|
April 11, 2016
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
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.†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Amendment No. 5 to the Lowe’s 401(k) Plan, effective as of June 1, 2016 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No. 033-29772).‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2
|
|
Amendment No. 6 to the Lowe’s 401(k) Plan, effective as of January 1, 2016 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No. 033-29772).‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOWE’S COMPANIES, INC.
|
|
|
(Registrant)
|
|
|
|
April 3, 2017
|
|
By: /s/ Robert A. Niblock
|
Date
|
|
Robert A. Niblock
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
April 3, 2017
|
|
By: /s/ Marshall A. Croom
|
Date
|
|
Marshall A. Croom
Chief Financial Officer
|
|
|
|
April 3, 2017
|
|
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
|
April 3, 2017
|
Robert A. Niblock
|
|
Date
|
|
|
|
/s/ Raul Alvarez
|
Director
|
April 3, 2017
|
Raul Alvarez
|
|
Date
|
|
|
|
/s/ Angela F. Braly
|
Director
|
April 3, 2017
|
Angela F. Braly
|
|
Date
|
|
|
|
/s/ Sandra B. Cochran
|
Director
|
April 3, 2017
|
Sandra B. Cochran
|
|
Date
|
|
|
|
/s/ Laurie Z. Douglas
|
Director
|
April 3, 2017
|
Laurie Z. Douglas
|
|
Date
|
|
|
|
/s/ Richard W. Dreiling
|
Director
|
April 3, 2017
|
Richard W. Dreiling
|
|
Date
|
|
|
|
/s/ Robert L. Johnson
|
Director
|
April 3, 2017
|
Robert L. Johnson
|
|
Date
|
|
|
|
/s/ Marshall O. Larsen
|
Director
|
April 3, 2017
|
Marshall O. Larsen
|
|
Date
|
|
|
|
/s/ James H. Morgan
|
Director
|
April 3, 2017
|
James H. Morgan
|
|
Date
|
|
|
|
/s/ Bertram L. Scott
|
Director
|
April 3, 2017
|
Bertram L. Scott
|
|
Date
|
|
|
|
/s/ Eric C. Wiseman
|
Director
|
April 3, 2017
|
Eric C. Wiseman
|
|
Date
|
|
LOWE’S COMPANIES, INC.
|
|
|
|
|
|
By:
|
/s/ Matthew B. Eurey
|
|
|
Matthew B. Eurey
Vice President – Total Rewards
|
|
|
|
|
Date:
|
December 16, 2016
|
|
|
Percentage of Shares
|
|
Date of Vesting
|
|
|
|
100%
|
|
Third Anniversary of Date of Grant
|
|
LOWE’S COMPANIES, INC.
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Date of Grant:
|
|
|
|
|
|
Accepted by Grantee:
|
|
1.
|
Grant of Shares
. The Company hereby grants to Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan, and in this Restricted Stock Award Agreement (this “
Agreement
”), the Shares indicated on Page 1. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
|
2.
|
Vesting of Shares
. As of the Date of Grant, the Shares shall be “
Unvested Shares
” and fully forfeitable. The Unvested Shares shall become “
Vested Shares
” as of the earliest to occur of the following (the period prior to such vesting being referred to herein as the “
Vesting Period
”):
|
(a)
|
As of the Date of Vesting specified on Page 1;
|
(b)
|
On the date of termination of Grantee’s employment with the Company and its Affiliates by reason of Grantee’s death, Disability or Retirement; or
|
(c)
|
On the date of termination of Grantee’s employment with the Company and its Affiliates by the Company without Cause or by Grantee’s resignation for Good Reason, in either case within twelve (12) months after the occurrence of a Change in Control.
|
3.
|
Share Transfer Restrictions
. “
Non-transferable Shares
” means those Shares that are subject to the transfer restrictions imposed under this Section 3 which restrictions have not expired or terminated. Non-transferable Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.
|
(a)
|
On the Date of Vesting specified on Page 1;
|
(b)
|
On the date of termination of Grantee’s employment with the Company and its Affiliates by reason of Grantee’s death or Disability; or
|
(c)
|
On the date of termination of Grantee’s employment with the Company and its Affiliates by the Company without Cause or by Grantee’s resignation for Good Reason, in either case within twelve (12) months after the occurrence of a Change in Control.
|
4.
|
Delivery of Shares
. The Shares will be registered in the name of Grantee as of the Date of Grant and will be held by the Company during the Non-transferable Period in certificated or uncertificated form. If a certificate for Non-transferable Shares is issued during the Non-transferable Period, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):
|
5.
|
Voting and Dividend Rights
. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Vesting Period and Non-transferable Period. If Grantee forfeits any rights Grantee may have under this Agreement, Grantee shall no longer have any rights as a shareholder with respect to the Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such Shares. In the event that for any reason Grantee shall have received dividends upon such Shares after such forfeiture, Grantee shall repay to the Company an amount equal to such dividends.
|
6.
|
Competing Activity
. If Grantee engages in any Competing Activity during Grantee’s employment with the Company or an Affiliate or within one year after the termination of Grantee’s employment with the Company and its Affiliates for any reason, (i) Grantee shall forfeit all of Grantee’s right, title and interest in and to any Unvested Shares or Non-transferable Shares as of the time of the Grantee’s engaging in such Competing Activity and such Shares shall revert to the Company immediately following such event of forfeiture, and (ii) Grantee shall remit, upon demand by the Company, the “Repayment Amount” (as defined in the following sentence), with respect to any Shares that were delivered to Grantee during the six (6) month period prior to the date Grantee engaged in the Competing Activity.
|
7.
|
No Right of Continued Employment
. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.
|
(a)
|
Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations.
|
(b)
|
At the end of the Vesting Period, the Company will automatically withhold a number of Shares having a fair market value equal to an amount up to the maximum statutory rate to satisfy federal, state, local and foreign taxes (including Grantee's FICA obligation),
unless
Grantee notifies the Company thirty (30) days prior to the expiration and termination of the Vesting Period that he or she will satisfy his or her tax withholding obligations in cash.
|
(c)
|
In the event Grantee chooses to satisfy Grantee’s tax withholding obligations in cash
and
complies with the above notification requirement, Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross taxable income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind (including Grantee’s FICA obligation) required by law to be withheld with respect to such amount.
|
9.
|
Amendment
. The Committee may amend or terminate this Agreement without the consent of Grantee; provided, however, that such amendment or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.
|
10.
|
Plan Controls
. The terms contained in the Plan, including without limitation the antidilution adjustment provisions, are incorporated into and made a part of this Agreement, and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
|
11.
|
Successors
. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
|
12.
|
Severability
. If any one or more of the provisions contained in this Agreement are invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
|
13.
|
Notice
. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
|
Article I INTRODUCTION AND PURPOSE
|
1
|
|
||
|
|
|||
Article II DEFINITIONS
|
1
|
|
||
|
|
|||
Article III ADMINISTRATION
|
5
|
|
||
|
|
|
|
|
|
Section 3.1
|
Committee Authority
|
5
|
|
|
Section 3.2
|
Delegation of Authority
|
6
|
|
|
Section 3.3
|
Indemnification
|
6
|
|
|
|
|
|
|
Article IV ELIGIBILITY
|
6
|
|
||
|
|
|||
Article V STOCK SUBJECT TO PLAN; AWARD LIMITATIONS
|
7
|
|
||
|
|
|
|
|
|
Section 5.1
|
Sources of Shares Issued
|
7
|
|
|
Section 5.2
|
Aggregate Limit
|
7
|
|
|
Section 5.3
|
Awards Made and Plan Terms in Effect Prior to the Effective Date
|
7
|
|
|
Section 5.4
|
Share Counting
|
7
|
|
|
Section 5.5
|
Award Limitations—Employees
|
7
|
|
|
Section 5.6
|
Award Limitations—Nonemployee Directors
|
8
|
|
|
|
|
|
|
Article VI OPTIONS
|
8
|
|
||
|
|
|
|
|
|
Section 6.1
|
Award
|
8
|
|
|
Section 6.2
|
Option Price
|
8
|
|
|
Section 6.3
|
Maximum Option Period
|
8
|
|
|
Section 6.4
|
Ten Percent Shareholders
|
8
|
|
|
Section 6.5
|
Limit for Incentive Stock Options
|
8
|
|
|
Section 6.6
|
Exercise
|
8
|
|
|
Section 6.7
|
Payment
|
9
|
|
|
Section 6.8
|
Disposition of Stock
|
9
|
|
|
|
|
|
|
Article VII SARS
|
9
|
|
||
|
|
|
|
|
|
Section 7.1
|
Award
|
9
|
|
|
Section 7.2
|
Initial Value
|
9
|
|
|
Section 7.3
|
Maximum SAR Period
|
9
|
|
|
Section 7.4
|
Exercise
|
9
|
|
|
Section 7.5
|
Settlement
|
10
|
|
|
|
|
|
|
Article VIII STOCK AWARDS
|
10
|
|
||
|
|
|
|
|
|
Section 8.1
|
Award
|
10
|
|
|
Section 8.2
|
Vesting
|
10
|
|
|
Section 8.3
|
Performance Objectives
|
10
|
|
|
Section 8.4
|
Shareholder Rights
|
10
|
|
|
|
|
|
|
Article IX PERFORMANCE SHARE AWARDS
|
11
|
|
||
|
|
|
|
|
|
Section 9.1
|
Award
|
11
|
|
|
Section 9.2
|
Earning the Award
|
11
|
|
|
Section 9.3
|
Payment
|
12
|
|
Article X PROVISIONS APPLICABLE TO AWARDS GENERALLY
|
12
|
|
||
|
|
|
|
|
|
Section 10.1
|
Recoupment of Awards
|
12
|
|
|
Section 10.2
|
Limits on Transfer
|
12
|
|
|
Section 10.3
|
Share Certificates
|
12
|
|
|
Section 10.4
|
Acceleration upon a Change in Control
|
12
|
|
|
Section 10.5
|
Acceleration for Other Reasons
|
12
|
|
|
Section 10.6
|
Effect of Acceleration
|
13
|
|
|
Section 10.7
|
Termination of Employment
|
13
|
|
|
Section 10.8
|
Form of Payment for Awards
|
13
|
|
|
|
|
|
|
Article XI ADJUSTMENT UPON CHANGE IN COMMON STOCK
|
13
|
|
||
|
|
|||
Article XII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
|
14
|
|
||
|
|
|||
Article XIII GENERAL PROVISIONS
|
14
|
|
||
|
|
|
|
|
|
Section 13.1
|
Effect on Employment and Service
|
14
|
|
|
Section 13.2
|
Unfunded Plan
|
14
|
|
|
Section 13.3
|
Rules of Construction
|
15
|
|
|
Section 13.4
|
No Rights to Awards
|
15
|
|
|
Section 13.5
|
No Shareholder Rights
|
15
|
|
|
Section 13.6
|
Withholding
|
15
|
|
|
Section 13.7
|
Foreign Employees
|
15
|
|
|
Section 13.8
|
Severability
|
15
|
|
|
Section 13.9
|
Compliance with Code Section 409A
|
15
|
|
|
Section 13.10
|
Governing Law
|
16
|
|
|
|
|
|
|
Article XIV AMENDMENT, MODIFICATION, AND TERMINATION
|
16
|
|
||
|
|
|
|
|
|
Section 14.1
|
Amendment, Modification, and Termination
|
16
|
|
|
Section 14.2
|
Awards Previously Granted
|
16
|
|
|
Section 14.3
|
Compliance with Code Section 409A
|
16
|
|
|
|
|
|
|
Article XV PRE-2008 MANDATORY DEFERRAL OF STOCK AWARDS
|
17
|
|
||
|
|
|
|
|
|
Section 15.1
|
Deferred Stock Benefits
|
17
|
|
|
Section 15.2
|
Dividends
|
17
|
|
|
Section 15.3
|
Distributions
|
17
|
|
|
Section 15.4
|
Beneficiaries
|
17
|
|
|
Section 15.5
|
Termination of Mandatory Deferrals
|
18
|
|
|
|
|
|
|
Article XVI DURATION OF PLAN
|
18
|
|
|
Fiscal Years Ended On
|
||||||||||||||||||
|
February 1, 2013
|
|
|
January 31, 2014
|
|
|
January 30, 2015
|
|
|
January 29, 2016
4
|
|
|
February 3, 2017
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Before Income Taxes
|
$
|
3,137
|
|
|
$
|
3,673
|
|
|
$
|
4,276
|
|
|
$
|
4,419
|
|
|
$
|
5,201
|
|
Fixed Charges
|
605
|
|
|
623
|
|
|
677
|
|
|
720
|
|
|
847
|
|
|||||
Capitalized Interest
1
|
6
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
8
|
|
|||||
Adjusted Earnings
|
$
|
3,748
|
|
|
$
|
4,304
|
|
|
$
|
4,962
|
|
|
$
|
5,148
|
|
|
$
|
6,056
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense
2
|
463
|
|
|
478
|
|
|
525
|
|
|
559
|
|
|
659
|
|
|||||
Rental Expense
3
|
142
|
|
|
145
|
|
|
152
|
|
|
161
|
|
|
188
|
|
|||||
Total Fixed Charges
|
$
|
605
|
|
|
$
|
623
|
|
|
$
|
677
|
|
|
$
|
720
|
|
|
$
|
847
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
6.2
|
|
|
6.9
|
|
|
7.3
|
|
|
7.1
|
|
|
7.2
|
|
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.
|
4
|
Earnings for the fiscal year ended January 29, 2016 included a $530 million non-cash impairment charge related to the investment in the Australia joint venture with Woolworths Limited. Excluding this charge from the calculation would result in a ratio of earnings to fixed charges of 7.9 for the fiscal year ended January 29, 2016.
|
NAME AND DOING BUSINESS AS:
|
|
STATE OF INCORPORATION
|
|
|
|
Lowe’s Home Centers, LLC
|
|
North Carolina
|
GBI Delaware, LLC
|
|
Delaware
|
|
|
|
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
|
333-206537
|
|
|
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.
|
April 3, 2017
|
|
/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.
|
April 3, 2017
|
|
/s/ Marshall A. Croom
|
Date
|
|
Marshall A. Croom
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/ Jennifer L. Weber
|
|
|
Jennifer L. Weber
Chief Human Resources Officer
|
|
LOWE’S COMPANIES, INC.
|
|
|
|
|
|
By:
|
/s/ Matthew B. Eurey
|
|
|
Matthew B. Eurey
Vice President – Total Rewards
|