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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended August 2,2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT O

2、F 1934For the transition period from _ to _Commission File Number 1-7898LOWES COMPANIES,INC.(Exact name of registrant as specified in its charter)North Carolina56-0578072(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)1000 Lowes Blvd.,Mooresville,Nort

3、h Carolina28117(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(704)758-1000Former name,former address and former fiscal year,if changed since last report:Not ApplicableSecurities registered pursuant to Section 12(b)of the Act:Title of each classTra

4、ding Symbol(s)Name of each exchange on which registeredCommon Stock,par value$0.50 per shareLOWNew York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12 months(

5、or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements forthe past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically,every Interactive Data File required to be submitted pursuant to R

6、ule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller repo

7、rting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging grow

8、th companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registra

9、nt is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes NoIndicate the number of shares outstanding of each of the issuers classes of common stock,as of the latest practicable date.CLASSOUTSTANDING AT 8/27/2024Common Stock,$0.50 par value567,294,169LOWES COMPANIES,INC.-TABLE OF CONTE

10、NTS-Page No.Forward-Looking StatementsiiPART I-Financial Information1Item 1.Financial Statements1Consolidated Statements of Earnings1Consolidated Statements of Comprehensive Income1Consolidated Balance Sheets2Consolidated Statements of Shareholders Deficit3Consolidated Statements of Cash Flows5Notes

11、 to Consolidated Financial Statements6Note 1:Summary of Significant Accounting Policies6Note 2:Revenue6Note 3:Restricted Investments7Note 4:Fair Value Measurements8Note 5:Accounts Payable9Note 6:Debt9Note 7:Derivative Instruments10Note 8:Shareholders Deficit10Note 9:Earnings Per Share11Note 10:Suppl

12、emental Disclosure12Report of Independent Registered Public Accounting Firm13Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations14Item 3.Quantitative and Qualitative Disclosures about Market Risk20Item 4.Controls and Procedures20PART II-Other Information21Item

13、 1.Legal Proceedings21Item 1A.Risk Factors21Item 2.Unregistered Sales of Equity Securities and Use of Proceeds21Item 5.Other Information21Item 6.Exhibits22Signature23iTable of ContentsFORWARD-LOOKING STATEMENTSThis Form 10-Q includes“forward-looking statements”within the meaning of the Private Secur

14、ities Litigation Reform Act of 1995.Statements includingwords such as“believe”,“expect”,“anticipate”,“plan”,“desire”,“project”,“estimate”,“intend”,“will”,“should”,“could”,“would”,“may”,“strategy”,“potential”,“opportunity”,“outlook”,“scenario”,“guidance”,and similar expressions are forward-looking st

15、atements.Forward-looking statements involve,among other things,expectations,projections,and assumptions about future financial and operating results,objectives(including objectives related toenvironmental and social matters),business outlook,priorities,sales growth,shareholder value,capital expendit

16、ures,cash flows,the housing market,the homeimprovement industry,demand for products and services including customer acceptance of new offerings and initiatives,macroeconomic conditions andconsumer spending,share repurchases,and Lowes strategic initiatives,including those relating to acquisitions and

17、 dispositions and the impact of suchtransactions on our strategic and operational plans and financial results.Such statements involve risks and uncertainties and we can give no assurance that theywill prove to be correct.Actual results may differ materially from those expressed or implied in such st

18、atements.A wide variety of potential risks,uncertainties,and other factors could materially affect our ability to achieve the results either expressed or implied by theseforward-looking statements including,but not limited to,changes in general economic conditions,such as volatility and/or lack of l

19、iquidity from time to time inU.S.and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowes and its customers,slower rates of growthin real disposable personal income that could affect the rate of growth in consumer spending,inflation and its impacts

20、 on discretionary spending and on ourcosts,shortages,and other disruptions in the labor supply,interest rate and currency fluctuations,home price appreciation or decreasing housing turnover,ageof housing stock,the availability of consumer credit and of mortgage financing,trade policy changes or addi

21、tional tariffs,outbreaks of pandemics,fluctuationsin fuel and energy costs,inflation or deflation of commodity prices,natural disasters,geopolitical or armed conflicts,acts of both domestic and internationalterrorism,and other factors that can negatively affect our customers.Investors and others sho

22、uld carefully consider the foregoing factors and other uncertainties,risks and potential events including,but not limited to,thosedescribed in“Item 1A-Risk Factors”and“Item 7-Managements Discussion and Analysis of Financial Condition and Results of Operations-CriticalAccounting Policies and Estimate

23、s”in our most recent Annual Report on Form 10-K and as may be updated from time to time in our quarterly reports on Form10-Q or other subsequent filings with the SEC.All such forward-looking statements speak only as of the date they are made,and we do not undertake anyobligation to update these stat

24、ements other than as required by law.iiTable of ContentsPart I-FINANCIAL INFORMATIONItem 1.Financial StatementsLowes Companies,Inc.Consolidated Statements of Earnings(Unaudited)In Millions,Except Per Share and Percentage Data Three Months EndedSix Months Ended August 2,2024August 4,2023August 2,2024

25、August 4,2023Current EarningsAmount%SalesAmount%SalesAmount%SalesAmount%SalesNet sales$23,586 100.00%$24,956 100.00%$44,950 100.00%$47,304 100.00%Cost of sales15,691 66.53 16,557 66.34 29,965 66.66 31,378 66.33 Gross margin7,895 33.47 8,399 33.66 14,985 33.34 15,926 33.67 Expenses:Selling,general an

26、d administrative4,025 17.07 4,086 16.38 8,034 17.88 7,912 16.73 Depreciation and amortization423 1.79 427 1.71 851 1.89 841 1.78 Operating income3,447 14.61 3,886 15.57 6,100 13.57 7,173 15.16 Interest net317 1.34 341 1.36 669 1.49 689 1.45 Pre-tax earnings3,130 13.27 3,545 14.21 5,431 12.08 6,484 1

27、3.71 Income tax provision747 3.17 872 3.50 1,294 2.88 1,551 3.28 Net earnings$2,383 10.10%$2,673 10.71%$4,137 9.20%$4,933 10.43%Weighted average common sharesoutstanding basic568 584 570 590 Basic earnings per common share$4.18$4.56$7.24$8.34 Weighted average common sharesoutstanding diluted570 585

28、571 591 Diluted earnings per common share$4.17$4.56$7.23$8.32 See accompanying notes to the consolidated financial statements(unaudited).Lowes Companies,Inc.Consolidated Statements of Comprehensive Income(Unaudited)In Millions,Except Percentage Data Three Months EndedSix Months Ended August 2,2024Au

29、gust 4,2023August 2,2024August 4,2023 Amount%SalesAmount%SalesAmount%SalesAmount%SalesNet earnings$2,383 10.10%$2,673 10.71%$4,137 9.20%$4,933 10.43%Foreign currency translationadjustments net of tax 5 0.01 5 0.01 Cash flow hedges net of tax(3)(0.01)(3)(0.01)(6)(0.01)(6)(0.02)Other2 0.01 1 Other com

30、prehensive(loss)/income(1)2 (5)(0.01)(1)(0.01)Comprehensive income$2,382 10.10%$2,675 10.71%$4,132 9.19%$4,932 10.42%See accompanying notes to the consolidated financial statements(unaudited).1Table of ContentsLowes Companies,Inc.Consolidated Balance Sheets(Unaudited)In Millions,Except Par Value Dat

31、aAugust 2,2024August 4,2023February 2,2024AssetsCurrent assets:Cash and cash equivalents$4,360$3,494$921 Short-term investments330 374 307 Merchandise inventory net16,841 17,422 16,894 Other current assets806 946 949 Total current assets22,337 22,236 19,071 Property,less accumulated depreciation17,5

32、15 17,373 17,653 Operating lease right-of-use assets3,819 3,650 3,733 Long-term investments292 182 252 Deferred income taxes net184 230 248 Other assets787 850 838 Total assets$44,934$44,521$41,795 Liabilities and shareholders deficitCurrent liabilities:Current maturities of long-term debt$1,290$592

33、$537 Current operating lease liabilities552 534 487 Accounts payable10,336 10,333 8,704 Accrued compensation and employee benefits1,055 1,026 954 Deferred revenue1,417 1,566 1,408 Other current liabilities3,596 3,561 3,478 Total current liabilities18,246 17,612 15,568 Long-term debt,excluding curren

34、t maturities34,659 35,839 35,384 Noncurrent operating lease liabilities3,738 3,611 3,737 Deferred revenue Lowes protection plans1,256 1,231 1,225 Other liabilities798 960 931 Total liabilities58,697 59,253 56,845 Shareholders deficit:Preferred stock,$5 par value:Authorized 5.0 million shares;Issued

35、and outstanding none Common stock,$0.50 par value:Authorized 5.6 billion shares;Issued and outstanding 568 million,582 million,and 574 million shares,respectively284 291 287 Capital in excess of par value 12 Accumulated deficit(14,342)(15,341)(15,637)Accumulated other comprehensive income295 306 300

36、 Total shareholders deficit(13,763)(14,732)(15,050)Total liabilities and shareholders deficit$44,934$44,521$41,795 See accompanying notes to the consolidated financial statements(unaudited).2Table of ContentsLowes Companies,Inc.Consolidated Statements of Shareholders Deficit(Unaudited)In MillionsThr

37、ee Months Ended August 2,2024Common StockCapital in Excessof Par ValueAccumulatedDeficitAccumulated OtherComprehensiveIncomeTotalSharesAmountBalance May 3,2024572$286$(15,188)$296$(14,606)Net earnings 2,383 2,383 Other comprehensive loss (1)(1)Cash dividends declared,$1.15 per share (654)(654)Share-

38、based payment expense 60 60 Repurchases of common stock(4)(2)(129)(883)(1,014)Issuance of common stock under share-basedpayment plans 69 69 Balance August 2,2024568$284$(14,342)$295$(13,763)Six Months Ended August 2,2024Common StockCapital in Excessof Par ValueAccumulatedDeficitAccumulated OtherComp

39、rehensiveIncomeTotalSharesAmountBalance February 2,2024574$287$(15,637)$300$(15,050)Net earnings 4,137 4,137 Other comprehensive loss (5)(5)Cash dividends declared,$2.25 per share (1,283)(1,283)Share-based payment expense 110 110 Repurchases of common stock(7)(4)(193)(1,559)(1,756)Issuance of common

40、 stock under share-basedpayment plans1 1 83 84 Balance August 2,2024568$284$(14,342)$295$(13,763)3Table of ContentsThree Months Ended August 4,2023Common StockCapital in Excessof Par ValueAccumulatedDeficitAccumulated OtherComprehensiveIncomeTotalSharesAmountBalance May 5,2023592$296$(15,310)$304$(1

41、4,710)Net earnings 2,673 2,673 Other comprehensive income 2 2 Cash dividends declared,$1.10 per share (641)(641)Share-based payment expense 58 58 Repurchases of common stock(10)(5)(117)(2,063)(2,185)Issuance of common stock under share-basedpayment plans 71 71 Balance August 4,2023582$291$12$(15,341

42、)$306$(14,732)Six Months Ended August 4,2023Common StockCapital in Excessof Par ValueAccumulatedDeficitAccumulated OtherComprehensiveIncomeTotalSharesAmountBalance February 3,2023601$301$(14,862)$307$(14,254)Net earnings 4,933 4,933 Other comprehensive loss (1)(1)Cash dividends declared,$2.15 per sh

43、are (1,266)(1,266)Share-based payment expense 113 113 Repurchases of common stock(21)(11)(176)(4,146)(4,333)Issuance of common stock under share-basedpayment plans2 1 75 76 Balance August 4,2023582$291$12$(15,341)$306$(14,732)See accompanying notes to the consolidated financial statements(unaudited)

44、.4Table of ContentsLowes Companies,Inc.Consolidated Statements of Cash Flows(Unaudited)In MillionsSix Months EndedAugust 2,2024August 4,2023Cash flows from operating activities:Net earnings$4,137$4,933 Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation an

45、d amortization967 941 Noncash lease expense260 241 Deferred income taxes66 23(Gain)/loss on property and other assets net(4)23 Gain on sale of business(43)(67)Share-based payment expense110 113 Changes in operating assets and liabilities:Merchandise inventory net53 1,109 Other operating assets129 22

46、4 Accounts payable1,679(191)Other operating liabilities61(1,381)Net cash provided by operating activities7,415 5,968 Cash flows from investing activities:Purchases of investments(628)(878)Proceeds from sale/maturity of investments571 811 Capital expenditures(808)(765)Proceeds from sale of property a

47、nd other long-term assets22 17 Proceeds from sale of business43 123 Other net(23)Net cash used in investing activities(800)(715)Cash flows from financing activities:Net change in commercial paper(499)Net proceeds from issuance of debt 2,983 Repayment of debt(47)(45)Proceeds from issuance of common s

48、tock under share-based payment plans84 76 Cash dividend payments(1,262)(1,257)Repurchases of common stock(1,930)(4,356)Other net(21)(9)Net cash used in financing activities(3,176)(3,107)Net increase in cash and cash equivalents3,439 2,146 Cash and cash equivalents,beginning of period921 1,348 Cash a

49、nd cash equivalents,end of period$4,360$3,494 See accompanying notes to the consolidated financial statements(unaudited).5Table of ContentsLowes Companies,Inc.Notes to Consolidated Financial Statements(Unaudited)Note 1:Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying c

50、ondensed consolidated financial statements(unaudited)and notes to the condensed consolidated financial statements(unaudited)arepresented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required inannual consolidat

51、ed financial statements prepared in accordance with accounting principles generally accepted in the United States of America(GAAP).Thecondensed consolidated financial statements(unaudited),in the opinion of management,contain all normal recurring adjustments necessary to present fairlythe consolidat

52、ed balance sheets as of August 2,2024,and August 4,2023,and the statements of earnings,comprehensive income,and shareholders deficit forthe three and six months ended August 2,2024,and August 4,2023,and cash flows for the six months ended August 2,2024,and August 4,2023.TheFebruary 2,2024,consolidat

53、ed balance sheet was derived from the audited financial statements.These interim condensed consolidated financial statements(unaudited)should be read in conjunction with the audited consolidated financial statements andnotes thereto included in the Lowes Companies,Inc.(the Company)Annual Report on F

54、orm 10-K for the fiscal year ended February 2,2024(the AnnualReport).The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.Accounting Pronouncements Not Yet AdoptedThere have been no significant changes in the accounting pronouncement

55、s not yet adopted from those disclosed in the Annual Report.Accountingpronouncements not disclosed in this Form 10-Q or in the Annual Report are either not applicable to the Company or are not expected to have a materialimpact to the Company.Note 2:RevenueNet sales consists primarily of revenue,net

56、of sales tax,associated with contracts with customers for the sale of goods and services in amounts that reflectconsideration the Company is entitled to in exchange for those goods and services.The following table presents the Companys sources of revenue:(In millions)Three Months EndedSix Months End

57、edAugust 2,2024August 4,2023August 2,2024August 4,2023Products$22,709$24,035$43,396$45,605 Services548 578 1,080 1,107 Other329 343 474 592 Net sales$23,586$24,956$44,950$47,304 A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period t

58、hat the related sales are recorded.Themerchandise return reserve is presented on a gross basis,with a separate asset and liability included in the consolidated balance sheets.The balances andclassification within the consolidated balance sheets for anticipated sales returns and the associated right

59、of return assets are as follows:(In millions)ClassificationAugust 2,2024August 4,2023February 2,2024Anticipated sales returnsOther current liabilities$207$256$191 Right of return assetsOther current assets119 149 111 Deferred revenue-retail and stored-value cardsRetail deferred revenue consists of a

60、mounts received for which customers have not yet taken possession of the merchandise or for which installation has not yetbeen completed.The majority of revenue for goods and services is recognized in the quarter following revenue deferral.Stored-value cards deferred revenueincludes outstanding stor

61、ed-value cards such as gift cards and6Table of Contentsreturned merchandise credits that have not yet been redeemed.Deferred revenue for retail and stored-value cards are as follows:(In millions)August 2,2024August 4,2023February 2,2024Retail deferred revenue$922$1,006$796 Stored-value cards deferre

62、d revenue495 560 612 Deferred revenue$1,417$1,566$1,408 Deferred revenue-Lowes protection plansThe Company defers revenues for its separately-priced long-term extended protection plan contracts(Lowes protection plans)and recognizes revenue on astraight-line basis over the respective contract term.Ex

63、penses for claims are recognized in cost of sales when incurred.(In millions)August 2,2024August 4,2023February 2,2024Deferred revenue-Lowes protection plans$1,256$1,231$1,225 Three Months EndedSix Months Ended(In millions)August 2,2024August 4,2023August 2,2024August 4,2023Lowes protection plans de

64、ferred revenue recognized into sales$140$136$279$272 Lowes protection plans claim expenses50 54 104 107 Disaggregation of RevenuesThe following table presents the Companys net sales disaggregated by merchandise division:Three Months EndedSix Months EndedAugust 2,2024August 4,2023August 2,2024August

65、4,2023(In millions)Net Sales%Net Sales%NetSales%NetSales%Home Dcor$8,182 34.7%$8,688 34.8%$15,848 35.3%$16,903 35.7%Hardlines7,709 32.7 8,297 33.2 14,344 31.9 15,022 31.8 Building Products7,085 30.0 7,336 29.4 13,740 30.6 14,239 30.1 Other610 2.6 635 2.6 1,018 2.2 1,140 2.4 Total$23,586 100.0%$24,95

66、6 100.0%$44,950 100.0%$47,304 100.0%Note:Merchandise division net sales for the prior period have been reclassified to conform to the current period presentation.Home Dcor includes the following product categories:Appliances,Dcor,Flooring,Kitchens&Bath,and Paint.Hardlines includes the following

67、product categories:Hardware,Lawn&Garden,Seasonal&Outdoor Living,and Tools.Building Products includes the following product categories:Building Materials,Electrical,Lumber,Millwork,and Rough Plumbing.Note 3:Restricted InvestmentsShort-term and long-term investments include restricted balances

68、 pledged as collateral primarily for the Lowes protection plans program and are as follows:(In millions)August 2,2024August 4,2023February 2,2024Short-term restricted investments$330$374$307 Long-term restricted investments292 182 252 Total restricted investments$622$556$559 1231 2 3 7Table of Conte

69、ntsNote 4:Fair Value MeasurementsFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date.The authoritative guidance for fair value measurements establishes a three-level hi

70、erarchy,which encourages an entity to maximize the useof observable inputs and minimize the use of unobservable inputs when measuring fair value.The three levels of the hierarchy are defined as follows:Level 1-inputs to the valuation techniques that are quoted prices in active markets for identical

71、assets or liabilitiesLevel 2-inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities,either directly orindirectlyLevel 3-inputs to the valuation techniques that are unobservable for the assets or liabilitiesAssets and Liabilities that are

72、 Measured at Fair Value on a Recurring BasisThe following table presents the Companys financial assets and liabilities measured at fair value on a recurring basis as of August 2,2024,August 4,2023,andFebruary 2,2024:Fair Value Measurements at(In millions)ClassificationMeasurementLevelAugust 2,2024Au

73、gust 4,2023February 2,2024Available-for-sale debt securities:U.S.Treasury securitiesShort-term investmentsLevel 1$184$138$152 Money market fundsShort-term investmentsLevel 181 85 56 Commercial paperShort-term investmentsLevel 229 17 5 Corporate debt securitiesShort-term investmentsLevel 221 62 50 Ce

74、rtificates of depositShort-term investmentsLevel 113 72 42 Municipal obligationsShort-term investmentsLevel 22 2 U.S.Treasury securitiesLong-term investmentsLevel 1188 166 213 Corporate debt securitiesLong-term investmentsLevel 279 14 35 Foreign government debt securitiesLong-term investmentsLevel 2

75、22 4 Municipal obligationsLong-term investmentsLevel 23 2 Derivative instruments:Fixed-to-floating interest rate swapsOther liabilitiesLevel 2$57$92$76 There were no transfers between Levels 1,2,or 3 during any of the periods presented.When available,quoted prices were used to determine fair value.W

76、hen quoted prices in active markets were available,financial assets were classified withinLevel 1 of the fair value hierarchy.When quoted prices in active markets were not available,fair values for financial assets and liabilities classified withinLevel 2 were determined using pricing models,and the

77、 inputs to those pricing models were based on observable market inputs.The inputs to the pricingmodels were typically benchmark yields,reported trades,broker-dealer quotes,issuer spreads and benchmark securities,among others.The Company has performance-based contingent consideration related to the f

78、iscal 2022 sale of the Canadian retail business which is classified as a Level 3long-term investment and such contingent consideration had an estimated fair value of zero as of August 2,2024,August 4,2023,and February 2,2024.TheCompanys measurements of fair value of the contingent consideration are

79、based on an income approach,which requires certain assumptions consideringoperating performance of the business and a risk-adjusted discount rate.Changes in the estimated fair value of the contingent consideration are recognizedwithin selling,general and administrative expenses(SG&A)in the conso

80、lidated statements of earnings.8Table of ContentsThe rollforward of the fair value of contingent consideration for the three and six months ended August 2,2024 and August 4,2023,is as follows:Three Months EndedSix Months Ended(In millions)August 2,2024August 4,2023August 2,2024August 4,2023Beginning

81、 balance$21 Change in fair value43 43 102 Proceeds received(43)(43)(123)Ending balance$Assets and Liabilities that are Measured at Fair Value on a Nonrecurring BasisDuring the three and six months ended August 2,2024,and August 4,2023,the Company had no material measurements of assets and liabilitie

82、s at fair valueon a nonrecurring basis subsequent to their initial recognition.Other Fair Value DisclosuresThe Companys financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents,accounts receivable,short-termborrowings,accounts payable,and lon

83、g-term debt and are reflected in the financial statements at cost.With the exception of long-term debt,cost approximatesfair value for these items due to their short-term nature.As further described in Note 7,certain long-term debt is associated with a fair value hedge and thechanges in fair value o

84、f the hedged debt is included in the carrying value of long-term debt in the consolidated balance sheets.The fair values of the Companysunsecured notes were estimated using quoted market prices.The fair values of the Companys mortgage notes were estimated using discounted cash flowanalyses,based on

85、the future cash outflows associated with these arrangements and discounted using the applicable incremental borrowing rate.Carrying amounts and the related estimated fair value of the Companys long-term debt,excluding finance lease obligations,are as follows:August 2,2024August 4,2023February 2,2024

86、(In millions)CarryingAmountFair ValueCarryingAmountFair ValueCarryingAmountFair ValueUnsecured notes(Level 1)$35,440$32,748$35,881$31,898$35,409$32,757 Mortgage notes(Level 2)1 1 2 2 2 2 Long-term debt(excluding finance lease obligations)$35,441$32,749$35,883$31,900$35,411$32,759 Note 5:Accounts Pay

87、ableThe Company has an agreement with a third party to provide a supplier finance program which facilitates participating suppliers ability to finance paymentobligations from the Company with designated third-party financial institutions.Participating suppliers may,at their sole discretion,make offe

88、rs to finance oneor more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions.The Companysoutstanding payment obligations that suppliers financed to participating financial institutions,which are included in accounts paya

89、ble on the consolidatedbalance sheets,are as follows:(In millions)August 2,2024August 4,2023February 2,2024Financed payment obligations$1,447$1,475$1,356 Note 6:DebtThe Companys commercial paper program is supported by the$2.0 billion five-year unsecured revolving credit agreement entered into in Se

90、ptember 2023(2023 Credit Agreement),which amended and restated the Companys$2.0 billion five-year unsecured revolving credit agreement entered into in March 2020,and as amended(2020 Credit Agreement),and the$2.0 billion five-year unsecured third amended and restated credit agreement entered into in

91、December2021,and as amended(Third Amended and Restated Credit Agreement).The amounts available to be drawn under the 2023 Credit Agreement and the ThirdAmended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program.As9Table of Contentsof August 2,202

92、4,August 4,2023,and February 2,2024,there were no outstanding borrowings under the Companys commercial paper program,the 2023Credit Agreement,or the Third Amended and Restated Credit Agreement.Total combined availability under the 2023 Credit Agreement and the ThirdAmended and Restated Credit Agreem

93、ent was$4.0 billion as of August 2,2024.Note 7:Derivative InstrumentsThe Company utilizes fixed-to-floating interest rate swap agreements as fair value hedges on certain debt.The notional amounts for the Companys materialderivative instruments are as follows:(In millions)August 2,2024August 4,2023Fe

94、bruary 2,2024Fair value hedges:Fixed-to-floating interest rate swap agreements$850$850$850See Note 4 for the gross fair values of the Companys outstanding derivative financial instruments and corresponding fair value classifications.The cash flowsrelated to settlement of the Companys hedging derivat

95、ive financial instruments are classified in the consolidated statements of cash flows based on the natureof the underlying hedged items.The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which thehedges are

96、assumed to be perfectly effective.Thus,the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt,and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.Note 8:Shareholders DeficitThe Company has a

97、share repurchase program that is executed through purchases made from time to time either in the open market,which may be made underpre-set trading plans meeting the requirements of Rule 10b5-1(c)of the Securities Exchange Act of 1934,or through private off-market transactions.Sharespurchased under

98、the repurchase program are returned to authorized and unissued status.Any excess of cost over par value is charged to additional paid-incapital to the extent that a balance is present.Once additional paid-in capital is fully depleted,remaining excess of cost over par value is charged toaccumulated d

99、eficit.As of August 2,2024,the Company had$12.9 billion remaining in its share repurchase program.During the six months ended August 2,2024,the Company entered into Accelerated Share Repurchase(ASR)agreements with third-party financial institutionsto repurchase a total of 3.0 million shares of the C

100、ompanys common stock for$700 million.The terms of the ASR agreements entered into during the sixmonths ended August 2,2024,are as follows(in millions):Agreement ExecutionDateAgreement SettlementDateASRAgreement AmountInitial Shares Deliveredat InceptionAdditional SharesDelivered at SettlementTotal S

101、hares DeliveredQ1 2024Q1 2024$325 1.1 0.2 1.3Q2 2024Q2 2024375 1.4 0.3 1.7In addition,the Company repurchased shares of its common stock through the open market as follows:Three Months EndedSix Months EndedAugust 2,2024August 2,2024(In millions)SharesCostSharesCostOpen market share repurchases2.7$63

102、7 4.1$964 The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liabilityresulting from the vesting of share-based awards.10Table of ContentsTotal shares repurchased for the three and six months ended August

103、2,2024,and August 4,2023,were as follows:Three Months EndedAugust 2,2024August 4,2023(In millions)SharesCostSharesCostShare repurchase program4.4$1,012 10.1$2,182 Shares withheld from employees 2 3 Total share repurchases4.4$1,014 10.1$2,185 Six Months EndedAugust 2,2024August 4,2023(In millions)Sha

104、resCostSharesCostShare repurchase program7.1$1,664 20.0$4,200 Shares withheld from employees0.4 92 0.7 133 Total share repurchases7.5$1,756 20.7$4,333 Includes excise tax on share repurchases in excess of issuances as part of the cost basis of the shares acquired.Note 9:Earnings Per ShareThe Company

105、 calculates basic and diluted earnings per common share using the two-class method.The following table reconciles earnings per common sharefor the three and six months ended August 2,2024,and August 4,2023:Three Months EndedSix Months Ended(In millions,except per share data)August 2,2024August 4,202

106、3August 2,2024August 4,2023Basic earnings per common share:Net earnings$2,383$2,673$4,137$4,933 Less:Net earnings allocable to participating securities(6)(7)(10)(13)Net earnings allocable to common shares,basic$2,377$2,666$4,127$4,920 Weighted-average common shares outstanding568 584 570 590 Basic e

107、arnings per common share$4.18$4.56$7.24$8.34 Diluted earnings per common share:Net earnings$2,383$2,673$4,137$4,933 Less:Net earnings allocable to participating securities(6)(7)(10)(13)Net earnings allocable to common shares,diluted$2,377$2,666$4,127$4,920 Weighted-average common shares outstanding5

108、68 584 570 590 Dilutive effect of non-participating share-based awards2 1 1 1 Weighted-average common shares,as adjusted570 585 571 591 Diluted earnings per common share$4.17$4.56$7.23$8.32 Anti-dilutive securities excluded from diluted weighted-averagecommon shares0.5 0.5 0.4 0.5 111 11Table of Con

109、tentsNote 10:Supplemental DisclosureNet interest expense is comprised of the following:Three Months EndedSix Months Ended(In millions)August 2,2024August 4,2023August 2,2024August 4,2023Long-term debt$364$368$729$711 Short-term borrowings 1 15 Lease obligations6 6 12 12 Interest income(52)(35)(74)(5

110、1)Interest capitalized(1)(1)(2)(2)Interest on tax uncertainties 3 Other 2 1 4 Interest net$317$341$669$689 Supplemental disclosures of cash flow information:Six Months Ended(In millions)August 2,2024August 4,2023Cash paid for interest,net of amount capitalized$735$716 Cash paid for income taxes net1

111、,004 2,565 Non-cash investing and financing activities:Leased assets obtained in exchange for new finance lease liabilities$33$22 Leased assets obtained in exchange for new operating lease liabilities353 379 Cash dividends declared but not paid654 641 Cash paid for income taxes-net for the six month

112、s ended August 2,2024 includes$541 million of cash paid for the purchase of federal transferable tax credits.Cash paid for income taxes-net for the six months ended August 4,2023 includes$1.2 billion of estimated income tax payments for the third and fourth quarter of fiscal 2022that were deferred u

113、nder the Internal Revenue Services income tax relief for businesses located in states affected by Hurricane Ian.Excludes$20 million of leases signed but not yet commenced as of August 2,2024.1,231 23 12Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors

114、and Shareholders of Lowes Companies,Inc.Results of Review of Interim Financial InformationWe have reviewed the accompanying consolidated balance sheets of Lowes Companies,Inc.and subsidiaries(the“Company”)as of August 2,2024 andAugust 4,2023,the related consolidated statements of earnings,comprehens

115、ive income,and shareholders deficit for the fiscal three-month and six-monthperiods ended August 2,2024 and August 4,2023,and cash flows for the fiscal six-month periods ended August 2,2024 and August 4,2023,and the relatednotes(collectively referred to as the“interim financial information”).Based o

116、n our reviews,we are not aware of any material modifications that should bemade to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States ofAmerica.We have previously audited,in accordance with the standards of the

117、 Public Company Accounting Oversight Board(United States)(PCAOB),the consolidatedbalance sheet of the Company as of February 2,2024,and the related consolidated statements of earnings,comprehensive income,shareholders deficit,andcash flows for the fiscal year then ended(not presented herein);and in

118、our report dated March 25,2024,we expressed an unqualified opinion on thoseconsolidated financial statements.In our opinion,the information set forth in the accompanying consolidated balance sheet as of February 2,2024,is fairlystated,in all material respects,in relation to the consolidated balance

119、sheet from which it has been derived.Basis for Review ResultsThis interim financial information is the responsibility of the Companys management.We are a public accounting firm registered with the PCAOB and arerequired to be independent with respect to the Company in accordance with the U.S.federal

120、securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB.We conducted our review in accordance with standards of the PCAOB.A review of interim financial information consists principally of applying analyticalprocedures and making inquiries of pe

121、rsons responsible for financial and accounting matters.It is substantially less in scope than an audit conducted inaccordance with the standards of the PCAOB,the objective of which is the expression of an opinion regarding the financial statements taken as a whole.Accordingly,we do not express such

122、an opinion./s/DELOITTE&TOUCHE LLPCharlotte,North CarolinaAugust 29,202413Table of ContentsItem 2.MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis summarizes the significant factors affecting our consolidated operating results,liquid

123、ity and capital resources during the three andsix months ended August 2,2024,and August 4,2023.This discussion and analysis should be read in conjunction with the consolidated financial statementsand notes to the consolidated financial statements that are included in our Annual Report on Form 10-K f

124、or the fiscal year ended February 2,2024(the AnnualReport),as well as the consolidated financial statements(unaudited)and notes to the consolidated financial statements(unaudited)contained in this report.Unless otherwise specified,all comparisons made are to the corresponding period of fiscal 2023.T

125、his discussion and analysis is presented in four sections:Executive OverviewOperationsFinancial Condition,Liquidity and Capital ResourcesCritical Accounting Policies and EstimatesEXECUTIVE OVERVIEWThe following table highlights our financial results:Three Months EndedSix Months Ended(in millions,exc

126、ept per share data)August 2,2024August 4,2023August 2,2024August 4,2023Net sales$23,586$24,956$44,950$47,304 Net earnings2,383 2,673 4,137 4,933 Diluted earnings per share4.17 4.56 7.23 8.32 Net cash provided by operating activities$7,415$5,968 Capital expenditures808 765 Repurchases of common stock

127、1,756 4,333 Cash dividend payments1,262 1,257 Repurchases of common stock on a trade-date basis.Net sales in the second quarter of fiscal 2024 declined 5.5%to$23.6 billion compared to net sales of$25.0 billion in the second quarter of fiscal 2023.Comparable sales for the second quarter of fiscal 202

128、4 decreased 5.1%,consisting of a 5.9%decrease in comparable customer transactions,partially offset byan increase of 0.8%in comparable average ticket.Net earnings in the second quarter of fiscal 2024 were$2.4 billion,compared to net earnings of$2.7 billionin the second quarter of fiscal 2023.Diluted

129、earnings per common share were$4.17 in the second quarter of fiscal 2024 compared to$4.56 in the secondquarter of fiscal 2023.Included in the second quarter of 2024 results was pre-tax income of$43 million consisting of a realized gain on the contingentconsideration associated with the fiscal 2022 s

130、ale of the Canadian retail business,which increased diluted earnings per common share by$0.07.Excluding theimpact of this item,adjusted diluted earnings per common share was$4.10 in the second quarter of 2024(see the non-GAAP financial measures discussion).For the first six months of fiscal 2024,cas

131、h flows from operating activities were approximately$7.4 billion,with$808 million used for capital expenditures.Continuing to deliver on our commitment to return excess cash to shareholders,during the three months ended August 2,2024,we repurchased$1.0 billion ofcommon stock and paid$629 million in

132、dividends.Second quarter fiscal 2024 comparable sales declined 5.1%driven by continued softness in Do-It-Yourself(DIY)demand and unfavorable weather adverselyimpacting sales in seasonal and other outdoor categories.These pressures were partially offset by positive comparable sales with our Pro custo

133、mers and online,demonstrating the importance of our ongoing investments in our Total Home strategy and the success of our expanded omnichannel fulfillment offerings.Despite prolonged sales pressure this quarter,we delivered strong operating performance and disciplined expense management across the C

134、ompany due to ourcontinued progress of our Perpetual Productivity Improvement(PPI)initiatives.These PPI initiatives give us the agility to adapt and manage expenses in linewith sales trends.While the near-term macroeconomic environment remains uncertain,the core medium-to-long-term drivers of our bu

135、siness are strong:home price appreciation,disposable personal income,and aging housing stock.We also expect that current generational1114Table of Contentstrends will be supportive of home improvement demand over the long-term.Wee believe we are well-positioned for market share growth when the homeim

136、provement market recovers.In the meantime,we plan to invest in technology and innovation as part of our Total Home strategy,while maintainingoperational discipline.OPERATIONSThe following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of ea

137、rnings(unaudited),as well as thepercentage change in dollar amounts from the prior period.This table should be read in conjunction with the following discussion and analysis and theconsolidated financial statements(unaudited),including the related notes to the consolidated financial statements(unaud

138、ited).Three Months EndedBasis PointIncrease/(Decrease)in Percentage ofNet SalesSix Months EndedBasis PointIncrease/(Decrease)in Percentage ofNet SalesAugust 2,2024August 4,2023August 2,2024August 4,2023Net sales100.00%100.00%N/A100.00%100.00%N/AGross margin33.47 33.66(19)33.34 33.67(33)Expenses:Sell

139、ing,general andadministrative17.07 16.38 6917.88 16.73 115Depreciation and amortization1.79 1.71 81.89 1.78 11Operating income14.61 15.57(96)13.57 15.16(159)Interest net1.34 1.36(2)1.49 1.45 4Pre-tax earnings13.27 14.21(94)12.08 13.71(163)Income tax provision3.17 3.50(33)2.88 3.28(40)Net earnings10.

140、10%10.71%(61)9.20%10.43%(123)The following table sets forth key metrics utilized by management in assessing business performance.This table should be read in conjunction with thefollowing discussion and analysis and the consolidated financial statements(unaudited),including the related notes to the

141、consolidated financial statements(unaudited).Three Months EndedSix Months EndedOther MetricsAugust 2,2024August 4,2023August 2,2024August 4,2023Comparable sales decrease(5.1)%(1.6)%(4.6)%(2.9)%Total customer transactions(in millions)230 244 437 458 Average ticket$102.71$102.35$102.82$103.33 At end o

142、f period:Number of stores1,746 1,742 Sales floor square feet(in millions)195 195 Average store size selling square feet(in thousands)112 112 Net earnings to average debt and shareholders deficit26.5%23.7%Return on invested capital 30.9%27.8%A comparable location is defined as a retail location that

143、has been open longer than 13 months.A location that is identified for relocation is no longer consideredcomparable in the month of its relocation.The relocated location must then remain open longer than 13 months to be considered comparable.A location we decide to close isno longer considered compar

144、able as of the beginning of the month in which we announce its closing.Operating locations which are sold are included in comparable salesuntil the date of sale.Comparable sales are presented on a transacted basis when tender is accepted from a customer.Comparable sales include online sales,which po

145、sitivelyimpacted second quarter fiscal 2024 and fiscal 2023 comparable sales by approximately 30 basis points and 70 basis points,respectively,and year-to-date fiscal 2024 andfiscal 2023 sales by approximately 20 basis points and 65 basis points,respectively.The comparable store sales calculation in

146、cluded in the preceding table was calculatedusing comparable 13-week and 26-week periods.Average ticket is defined as net sales divided by the total number of customer transactions.Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at th

147、e end of the period.Return on invested capital is calculated using a non-GAAP financial measure.See below for additional information and reconciliations of non-GAAP measures.1234123415Table of ContentsNon-GAAP Financial MeasuresAdjusted Diluted Earnings Per ShareAdjusted diluted earnings per share i

148、s considered a non-GAAP financial measure.The Company believes this non-GAAP financial measure provides usefulinsight for analysts and investors in understanding the comparison of operational performance for fiscal 2024.Adjusted diluted earnings per share excludes theimpact of a certain item,further

149、 described below,not contemplated in the Companys business outlook for fiscal 2024.There were no non-GAAP adjustmentsto diluted earnings per share for the three months ended August 4,2023.Fiscal 2024 ImpactsIn the second quarter of fiscal 2024,the Company recognized pre-tax income of$43 million cons

150、isting of a realized gain on the contingentconsideration associated with the fiscal 2022 sale of the Canadian retail business(Canadian retail business transaction).Adjusted diluted earnings per share should not be considered an alternative to,or more meaningful indicator of,the Companys diluted earn

151、ings per commonshare as prepared in accordance with GAAP.The Companys methods of determining non-GAAP financial measures may differ from the method used by othercompanies and may not be comparable.Three Months EndedAugust 2,2024Pre-TaxEarningsTaxNet EarningsDiluted earnings per share,as reported$4.1

152、7 Non-GAAP adjustments per share impactsCanadian retail business transaction(0.07)(0.07)Adjusted diluted earnings per share$4.10 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.Return on Invested CapitalReturn on

153、Invested Capital(ROIC)is calculated using a non-GAAP financial measure.Management believes ROIC is a meaningful metric for analysts andinvestors as a measure of how effectively the Company is using capital to generate financial returns.Although ROIC is a common financial metric,numerousmethods exist

154、 for calculating ROIC.Accordingly,the method used by our management may differ from the methods used by other companies.We encourageyou to understand the methods used by another company to calculate ROIC before comparing its ROIC to ours.We define ROIC as the rolling 12 months lease adjusted net ope

155、rating profit after tax(Lease adjusted NOPAT)divided by the average of current year and prioryear ending debt and shareholders deficit.Lease adjusted NOPAT is a non-GAAP financial measure,and net earnings is considered to be the most comparableGAAP financial measure.The calculation of ROIC,together

156、with a reconciliation of net earnings to Lease adjusted NOPAT,is as follows:11 16Table of ContentsFor the Periods Ended(In millions,except percentage data)August 2,2024August 4,2023Calculation of Return on Invested CapitalNumeratorNet Earnings$6,931$6,044 Plus:Interest expense net1,361 1,305 Operati

157、ng lease interest169 158 Provision for income taxes2,191 2,452 Lease adjusted net operating profit10,652 9,959 Less:Income tax adjustment2,559 2,874 Lease adjusted net operating profit after tax$8,093$7,085 DenominatorAverage debt and shareholders deficit$26,160$25,504 Net earnings to average debt a

158、nd shareholders deficit26.5%23.7%Return on invested capital30.9%27.8%Income tax adjustment is defined as lease adjusted net operating profit multiplied by the effective tax rate,which was 24.0%and 28.9%for the periods ended August 2,2024,and August 4,2023,respectively.Average debt and shareholders d

159、eficit is defined as average current year and prior year ending debt,including current maturities,short-term borrowings,and operating leaseliabilities,plus the average current year and prior year ending total shareholders deficit.For the period ended August 4,2023,return on invested capital was nega

160、tively impacted 750 basis points as a result of the sale of the Canadian retail business.Results of OperationsNet Sales Net sales in the second quarter of 2024 decreased 5.5%to$23.6 billion.Comparable sales declined 5.1%,consisting of a 5.9%decline incomparable customer transactions,partially offset

161、 by a 0.8%increase in comparable average ticket.During the second quarter of 2024,we experienced growth in Building Materials and performance above company average in Rough Plumbing,Electrical,andMillwork which reflect continued strong demand with the Pro customer.Comparable sales in Appliances also

162、 exceeded the company average as we continue tobe an industry leader in this category.Net sales decreased 5.0%to$45.0 billion for the first six months of 2024 compared to 2023.Comparable sales also declined 4.6%over the same period,drivenby a 4.6%decline in comparable customer transactions,while com

163、parable average ticket was flat.Gross Margin For the second quarter of 2024,gross margin as a percentage of sales decreased 19 basis points.The gross margin contraction for the quarter isdriven by higher costs associated with investments in our supply chain,partially offset by lower transportation c

164、osts and ongoing PPI initiatives.Gross margin as a percentage of sales decreased 33 basis points in the first six months of 2024 compared to 2023,primarily due to the same factors thatimpacted gross margin for the second quarter,as well as a decline in credit revenue.SG&A For the second quarter

165、of 2024,SG&A expense deleveraged 69 basis points as a percentage of sales compared to the second quarter of 2023,primarilydue to cycling the prior year favorable legal settlement and lower sales,partially offset by the current year gain on contingent consideration associated with thefiscal 2022

166、sale of the Canadian retail business and our ongoing PPI initiatives to manage expenses in-line with sales trends.SG&A expense as a percentage of sales deleveraged 115 basis points as a percentage of sales for the first six months of 2024 compared to 2023,primarily dueto the same factors that im

167、pacted gross margin for the second quarter.1231 2 3 17Table of ContentsDepreciation and Amortization Depreciation and amortization deleveraged eight basis points as a percentage of sales for the second quarter of 2024compared to 2023.Depreciation and amortization deleveraged 11 basis points as a per

168、centage of sales for the first six months of 2024 compared to 2023.Interest Net Net interest expense for the second quarter of 2024 leveraged two basis points as a percentage of sales.Net interest expense for the first six months of 2024 deleveraged four basis points as a percentage of sales.Income

169、Tax Provision Our effective income tax rates were 23.9%and 24.6%for the three months ended August 2,2024 and August 4,2023,respectively,and23.8%and 23.9%for the six months ended August 2,2024 and August 4,2023,respectively.FINANCIAL CONDITION,LIQUIDITY AND CAPITAL RESOURCESSources of LiquidityCash f

170、lows from operations,combined with our continued access to capital markets on both a short-term and long-term basis,as needed,remain adequate tofund our operations,make strategic investments to support long-term growth,return excess cash to shareholders in the form of dividends and sharerepurchases,

171、and repay debt maturities as they become due.We believe these sources of liquidity will continue to support our business for the next twelvemonths.As of August 2,2024,we held$4.4 billion of cash and cash equivalents,as well as$4.0 billion in undrawn capacity on our revolving credit facilities.Cash F

172、lows Provided by Operating ActivitiesSix Months Ended(In millions)August 2,2024August 4,2023Net cash provided by operating activities$7,415$5,968 Cash flows from operating activities continued to provide the primary source of our liquidity.The increase in net cash provided by operating activities fo

173、r thesix months ended August 2,2024,compared to the six months ended August 4,2023,was primarily driven by timing of prior year income tax payments andother changes in working capital,partially offset by lower net earnings.Cash flows relating to changes in other operating liabilities improved$1.4 bi

174、lliondriven by the first quarter of fiscal 2023 payment of our third and fourth quarter fiscal 2022 estimated federal tax payments that were deferred under the incometax relief announced by the Internal Revenue Service for businesses located in states impacted by Hurricane Ian.In addition,cash flows

175、 relating to changes ininventory and accounts payable increased$819 million primarily due to timing of purchases as we managed inventory replenishment in line with sales trends.Cash Flows Used in Investing ActivitiesSix Months Ended(In millions)August 2,2024August 4,2023Net cash used in investing ac

176、tivities$(800)$(715)Net cash used in investing activities primarily consists of transactions related to capital expenditures.Our capital expenditures generally consist of investmentsin our strategic initiatives to enhance our ability to serve customers,improve existing stores,and support expansion p

177、lans.Capital expenditures were$808million and$765 million for the six months ended August 2,2024,and August 4,2023,respectively.For fiscal 2024,our guidance for capital expenditures isapproximately$2.0 billion.Cash Flows Used in Financing ActivitiesSix Months Ended(In millions)August 2,2024August 4,

178、2023Net cash used in financing activities$(3,176)$(3,107)Net cash used in financing activities primarily consists of transactions related to our debt,share repurchases,and cash dividend payments.18Table of ContentsDebtOur commercial paper program is supported by the 2023 Credit Agreement and the Thi

179、rd Amended and Restated Credit Agreement.The amounts available tobe drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under ourcommercial paper program.There were no outstanding borrowings under our commercial paper prog

180、ram,2023 Credit Agreement,or the Third Amended andRestated Credit Agreement as of August 2,2024.Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated CreditAgreement as of August 2,2024,was$4.0 billion.The 2023 Credit Agreement and the Third Amended and Resta

181、ted Credit Agreement contain customary representations,warranties,and covenants.We were incompliance with those covenants at August 2,2024.The following table includes additional information related to our debt for the six months ended August 2,2024,and August 4,2023:Six Months Ended(In millions)Aug

182、ust 2,2024August 4,2023Net proceeds from issuance of debt$2,983 Repayment of debt(47)(45)Net change in commercial paper(499)Maximum commercial paper outstanding at any period250 2,195 Share RepurchasesWe have an ongoing share repurchase program,authorized by the Companys Board of Directors,that is e

183、xecuted through purchases made from time to timeeither in the open market or through private off-market transactions.We also withhold shares from employees to satisfy tax withholding liabilities.Sharesrepurchased are retired and returned to authorized and unissued status.The following table provides

184、,on a settlement date basis,the total number of sharesrepurchased,average price paid per share,and the total cash used to repurchase shares for the six months ended August 2,2024,and August 4,2023:Six Months Ended(In millions,except per share data)August 2,2024August 4,2023Total amount paid for shar

185、e repurchases$1,930$4,356 Total number of shares repurchased8.4 21.0 Average price paid per share$230.91$207.60 Excludes unsettled share repurchases and unpaid excise taxes.As of August 2,2024,we had$12.9 billion remaining available under our share repurchase program with no expiration date.The Comp

186、any determines thetiming and amount of repurchases based on its assessment of various factors including prevailing market conditions,alternate uses of capital,liquidity,and theeconomic environment,among others.The timing and amount of these share repurchases are subject to change at any time.Dividen

187、dsDividends are paid in the quarter immediately following the quarter in which they are declared.Dividends paid per share increased from$2.10 per share for thesix months ended August 4,2023,to$2.20 per share for the six months ended August 2,2024.Capital ResourcesWe expect to continue to have access

188、 to the capital markets on both a short-term and long-term basis when needed for liquidity purposes by issuing commercialpaper or new long-term debt.The availability and the borrowing costs of these funds could be adversely affected,however,by a downgrade of our debt ratingsor a deterioration of cer

189、tain financial ratios.The table below reflects our debt ratings by Standard&Poors(S&P)and Moodys as of August 29,2024,whichwe are disclosing to enhance understanding of our sources of liquidity and the effect of our ratings on our cost of funds.Our commercial paper and senior debtratings may

190、 be subject to revision or withdrawal at any time by the assigning rating organization,and each rating should be evaluated independently of anyother rating.11 19Table of ContentsDebt RatingsS&PMoodysCommercial PaperA-2P-2Senior DebtBBB+Baa1Senior Debt OutlookStableStableThere are no provisions i

191、n any agreements that would require early cash settlement of existing debt or leases as a result of a downgrade in our debt rating or adecrease in our stock price.CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur significant accounting policies are described in Note 1 to the consolidated financial state

192、ments presented in the Annual Report.Our critical accountingpolicies and estimates are described in“Item 7-Managements Discussion and Analysis of Financial Condition and Results of Operations”in the AnnualReport.Our significant and critical accounting policies and estimates have not changed signific

193、antly since the filing of the Annual Report.Item 3.-Quantitative and Qualitative Disclosures about Market RiskThe Company is exposed to certain market risks,including changes in interest rates and commodity prices.The Companys market risks have not changedmaterially from those disclosed in the Annua

194、l Report for the fiscal year ended February 2,2024.Item 4.-Controls and ProceduresThe Companys management,with the participation of the Chief Executive Officer and the Chief Financial Officer,has evaluated the effectiveness of theCompanys“disclosure controls and procedures,”(as such term is defined

195、in Rule 13a-15(e)promulgated under the Securities Exchange Act of 1934,asamended(the Exchange Act).Based upon their evaluation,the Chief Executive Officer and the Chief Financial Officer concluded that,as of August 2,2024,the Companys disclosure controls and procedures were effective for the purpose

196、 of ensuring that the information required to be disclosed in the reports that theCompany files or submits under the Exchange Act with the SEC(1)is recorded,processed,summarized,and reported within the time periods specified in theSECs rules and forms,and(2)is accumulated and communicated to the Com

197、panys management,including its principal executive and principal financialofficers,as appropriate to allow timely decisions regarding required disclosure.The Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system,as well as

198、certain accounting and finance systems.These updates are expected to continue for the next few years,and management will continue to evaluate the designand implementation of the Companys internal controls over financial reporting as the transformation continues.No change in the Companys internal con

199、trolover financial reporting occurred during the quarter ended August 2,2024,that has materially affected,or is reasonably likely to materially affect,theCompanys internal control over financial reporting.20Table of ContentsPart II OTHER INFORMATIONItem 1.-Legal ProceedingsIn addition to the matter

200、referenced in our annual report on Form 10-K for the fiscal year ended February 2,2024,the Company is from time to time a party tovarious lawsuits,claims and other legal proceedings that arise in the ordinary course of business.With respect to such lawsuits,claims and proceedings,theCompany records

201、reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.The Company applies athreshold of$1,000,000 for purposes of disclosing environmental proceedings involving a governmental authority,if any,under this Item 1.The Company doesnot believe that

202、any of these proceedings,individually or in the aggregate,would be expected to have a material adverse effect on its results of operations,financial position or cash flows.The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.Item 1A.-Risk Fact

203、orsThere have been no material changes in the Companys risk factors from those disclosed in Part I,“Item 1A.Risk Factors”in our Annual Report filed with theSEC on March 25,2024.Item 2.-Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity SecuritiesThe following tabl

204、e sets forth information with respect to purchases of the Companys common stock on a trade date basis made during the three months endedAugust 2,2024:Total Number ofShares PurchasedAverage PricePaid per ShareTotal Number of SharesPurchased as Part ofPublicly Announced Plansor ProgramsApproximate Dol

205、lar Valueof Shares that May Yet BePurchased Under the Plansor ProgramsMay 4,2024-May 31,20242,028,121$224.67 2,028,067$13,412,015,422 June 1,2024-July 5,20241,079,207 220.38 1,070,999 13,176,012,771 July 6,2024-August 2,20241,340,272 232.33 1,340,132 12,936,012,781 As of August 2,20244,447,600$225.9

206、4 4,439,198$12,936,012,781 The total number of shares repurchased includes shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liabilityupon the vesting of share-based awards.On December 7,2022,the Company announced that its Board of

207、Directors authorized an additional$15.0 billion of share repurchases with no expiration.Excludes excise tax on share repurchases in excess of issuances,which is recognized as part of the cost basis of the shares acquired in the consolidated statements ofshareholders deficit.In May 2024,the Company e

208、ntered into an Accelerated Share Repurchase(ASR)agreement with a third-party financial institution to repurchase the Companys commonstock.At inception,pursuant to the agreement,the Company paid$375 million to the financial institution and received an initial delivery of 1.4 million shares.In August2

209、024,prior to the end of the second quarter,the Company finalized the transaction and received an additional 0.3 million shares.The average price paid per share insettlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Comp

210、anys common stock over theterm of the ASR agreement.See Note 8 to the consolidated financial statements included herein for additional information regarding share repurchases.Item 5.-Other InformationDuring the three months ended August 2,2024,none of the Companys directors or executive officers ado

211、pted or terminated any contract,instruction,orwritten plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)or any“non-Rule10b5-1 trading arrangement”(as those terms are defined in Regulation S-K,Item 408).122,344123421Ta

212、ble of ContentsItem 6.-ExhibitsExhibitNumberIncorporated by ReferenceExhibit DescriptionFormFile No.ExhibitFiling Date3.1Restated Charter of Lowes Companies,Inc.10-Q001-078983.1September 1,20093.2Bylaws of Lowes Companies,Inc.,as amended and restated November11,2022.8-K001-078983.1November 16,202215

213、.1Deloitte&Touche LLP Letter re Unaudited Interim FinancialInformation.31.1Certification 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 2002.31.2Certification of Principal Financial Officer Pursuant to Rule 13a-

214、14(a)/15d-14(a),as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Principal Financial Officer Pursuant to 18

215、 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1Lowes 401(k)Plan,as amended and restated,executed on July 15,2024(filed to include this amendment as an exhibit to the RegistrationStatement on Form S-8,Registration No.033-29772).101.INSInline XBRL Instance

216、 Document the XBRL Instance Document doesnot appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document.101.SCHInline XBRL Taxonomy Extension Schema Document.101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.101.DEFInline XBRL Taxonomy Ext

217、ension Definition Linkbase Document.101.LABInline XBRL Taxonomy Extension Label Linkbase Document.101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.104Cover Page Interactive Data File(formatted as Inline XBRL documentand included in Exhibit 101).*Indicates a management contract or

218、 compensatory plan or arrangement.Filed herewith.Furnished herewith.22Table of ContentsSIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.LOWES COMPANIES,INC.(R

219、egistrant)August 29,2024By:/s/Dan C.Griggs,Jr.DateDan C.Griggs,Jr.Senior Vice President,Tax and Chief Accounting Officer23Exhibit 15.1August 29,2024The Board of Directors and Shareholders of Lowes Companies,Inc.Lowes Companies,Inc.1000 Lowes BoulevardMooresville,North Carolina 28117We are aware that

220、 our report dated August 29,2024,on our review of the interim financial information of Lowes Companies,Inc.and subsidiaries appearingin this Quarterly Report on Form 10-Q for the quarter ended August 2,2024,is incorporated by reference in the following Registration Statements:DescriptionRegistration

221、Statement NumberForm S-3 ASRLowes Stock Advantage Direct Stock Purchase Plan333-274288Debt Securities,Preferred Stock,Common Stock333-280893Form S-8Lowes 401(k)Plan033-29772Lowes Companies Benefit Restoration Plan333-97811Lowes Companies Cash Deferral Plan333-114435Lowes Companies,Inc.2006 Long-Term

222、 Incentive Plan333-138031;333-196513Lowes Companies,Inc.2020 Employee Stock Purchase Plan333-249586/s/DELOITTE&TOUCHE LLPCharlotte,North CarolinaExhibit 31.1 CERTIFICATIONI,Marvin R.Ellison,certify that:(1)I have reviewed this Quarterly Report on Form 10-Q for the quarter ended August 2,2024 of

223、Lowes Companies,Inc.(the Registrant);(2)Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made,in light of the circumstances under which such statements were made,not misleading with respect to

224、the period covered by this report;(3)Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all material respects the financialcondition,results of operations and cash flows of the Registrant as of,and for,the periods presented in thi

225、s report;(4)The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in ExchangeAct Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)fo

226、r the Registrantand have:(a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,toensure that material information relating to the Registrant,including its consolidated subsidiaries,is made known to us by others with

227、in thoseentities,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 oursupervision,to provide reasonable assurance regarding the reliability of

228、financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of

229、 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 Registrants internal control over financial reporting that occurred during the Registrants most recentfiscal quarter(the Registrants fo

230、urth fiscal quarter in the case of an annual report)that has materially affected,or is reasonably likely tomaterially affect,the Registrants internal control over financial reporting;and(5)The Registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal c

231、ontrol over financial reporting,to theRegistrants auditors and the audit committee of the Registrants board of directors(or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whi

232、ch are reasonablylikely to adversely affect the Registrants 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 Registrants internal controlover financial reporting

233、.August 29,2024/s/Marvin R.EllisonDate Marvin R.EllisonChairman,President and Chief Executive OfficerExhibit 31.2 CERTIFICATIONI,Brandon J.Sink,certify that:(1)I have reviewed this Quarterly Report on Form 10-Q for the quarter ended August 2,2024 of Lowes Companies,Inc.(the Registrant);(2)Based on m

234、y knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report;(3)Based on my k

235、nowledge,the financial statements,and other financial information included in this report,fairly present in all material respects the financialcondition,results of operations and cash flows of the Registrant as of,and for,the periods presented in this report;(4)The Registrants other certifying offic

236、er and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in ExchangeAct Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)for the Registrantand have:(a)Designed such disclosu

237、re controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,toensure that material information relating to the Registrant,including its consolidated subsidiaries,is made known to us by others within thoseentities,particularly during the period in

238、 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 oursupervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financi

239、al statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures,as of the

240、end of the period covered by this report based on such evaluation;and(d)Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recentfiscal quarter(the Registrants fourth fiscal quarter in the case of an annual repor

241、t)that has materially affected,or is reasonably likely tomaterially affect,the Registrants internal control over financial reporting;and(5)The Registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,to theRegistrants

242、auditors and the audit committee of the Registrants board of directors(or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Re

243、gistrants 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 Registrants internal controlover financial reporting.August 29,2024/s/Brandon J.SinkDate Brandon J.Sin

244、kExecutive Vice President,Chief Financial OfficerExhibit 32.1 Certification Pursuant to 18 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Lowes Companies,Inc.(the Company)for the period ended August 2,20

245、24,as filed with theSecurities and Exchange Commission on the date hereof(the Report),I,Marvin R.Ellison,certify,pursuant to 18 U.S.C.Section 1350,as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002,that:1.The Report fully complies with the requirements of Section 13(a)or 15(d)of the

246、 Securities Exchange Act of 1934;and2.The information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of the Company./s/Marvin R.EllisonMarvin R.EllisonChairman,President and Chief Executive OfficerAugust 29,2024Exhibit 32.2 Certific

247、ation Pursuant to 18 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Lowes Companies,Inc.(the Company)for the period ended August 2,2024,as filed with theSecurities and Exchange Commission on the date her

248、eof(the Report),I,Brandon J.Sink,certify,pursuant to 18 U.S.C.Section 1350,as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002,that:1.The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934;and2.The information contained in the R

249、eport fairly presents,in all material respects,the financial condition and results of operations of the Company./s/Brandon J.SinkBrandon J.SinkExecutive Vice President,Chief Financial OfficerAugust 29,2024Exhibit 99.1LOWES 401(k)PLANAs Amended and Restated Effective January 1,2024iTABLE OF CONTENTSP

250、AGESection 1 Nature of the Plan1Section 2 Definitions2Section 3 Eligibility and Participation8(a)Eligibility to Make Salary Deferral Contributions8(b)Eligibility to Receive Company Match Contributions9(c)Eligibility Following Reemployment10(d)L G Sourcing,Inc.and Lowes Home Improvement,LLC10(e)Hours

251、 of Service10(f)Election to Make Salary Deferral Contributions11(g)ESOP Eligibility11(h)Collective Bargaining Agreements11(i)Military Service12Section 4 Contributions13(a)Salary Deferral Contributions13(b)Catch-Up Contributions13(c)Company Match Contributions15(d)Performance Matching Contributions15

252、(e)Nondiscrimination Rules Applicable to Salary Deferral Contributions15(f)Nondiscrimination Rules Applicable to Matching Contributions18(g)Limitations on Contributions19(h)Return of Contributions20(i)Rollover Contributions20(j)Roth Contributions.21Section 5 Investment of Trust Assets22Section 6 All

253、ocations to Participants Accounts25(a)Allocations to Accounts25(b)Allocation Limitation25(c)ESOP Diversification26Section 7 Expenses of the Plan and Trust27Section 8 Disclosure to Participants27(a)Summary Plan Description27(b)Summary Annual Report27(c)Statement of Account28(d)Additional Disclosure28

254、Section 9 Distribution of Capital Accumulation29(a)General29(b)Beneficiaries29ii(c)Latest Distribution Date30(d)Automatic Cashout and Mandatory Rollover30(e)Special Tax Notice and Withholding31(f)Participant Consent to Distribution31(g)Eligibility for Rollover32(h)Forfeiture of Account34(i)Distribut

255、ion to Alternate Payee34Section 10 In-Service Distributions34(a)Hardship Withdrawals34(b)Age 59 and Disability Withdrawals36(c)One-Time Withdrawals from ESOP Accounts36(d)Cash Dividends37(e)Availability of In-Service Distributions to Alternate Payees37(f)Distributions to Qualified Reservists38Sectio

256、n 11 No Assignment of Benefits38Section 12 Administration38(a)Administrative Committee38(b)Committee Action39(c)Powers and Duties of the Committee39(d)Performance of Duties40(e)Delegation of Fiduciary Responsibility40(f)Bonding,Insurance and Indemnity40(g)Notices,Statements and Reports41Section 13 C

257、laims Procedure41Section 14 Guaranties42Section 15 Future of the Plan43Section 16“Top-Heavy”Contingency Provisions44(a)General44(b)Top-Heavy Plan44(c)Minimum Top-Heavy Contributions45(d)Matching Contributions45(e)Determination of Account Balances45Section 17 Minimum Required Distributions46(a)Genera

258、l Rules46(b)Time and Manner of Distributions46(c)Required Minimum Distribution During the Participants Lifetime46(d)Required Minimum Distributions After the Participants Death.47(e)Definitions47iiiSection 18 Governing Law48Section 19 Merger of Plans48(a)Merger of the Alacrity Renovation Services,LLC

259、 401(k)Plan49(b)Merger of the Maintenance Supply Headquarters,LP 401(k)Plan51Section 20 Execution54ivLOWES 401(k)PLANAs Amended and Restated Effective as of January 1,2024Section 1Nature of the PlanThe purpose of this Plan is to encourage participating Employees to save funds on a tax-favored basis

260、and to provideParticipants with an opportunity to accumulate capital for their future economic security.The Plan(originally adopted effective as ofFebruary 1,1984)is hereby amended and restated effective as of January 1,2024.The Plan is a combination profit sharing plan thatincludes a“cash or deferr

261、ed arrangement”under Section 401(k)of the Code,stock bonus plan and,effective on and afterSeptember 13,2002,employee stock ownership plan,as described below.All Trust Assets accumulated under the Plan will be administered,distributed and otherwise governed by the provisions ofthis Plan and the relat

262、ed Trust Agreement.The Plan is administered by a Committee for the exclusive benefit of Participants(andtheir Beneficiaries).Effective as of June 22,2002,Lowes added a stock bonus feature to the Plan in the form of Performance MatchingContributions.Performance Matching Contributions were eliminated

263、for Plan Years beginning on and after February 3,2007.Effective as of September 13,2002,the Lowes Companies Employees Stock Ownership Plan(the“ESOP”)was merged intothis Plan.In connection with such merger,the account of each participant in the ESOP on September 13,2002 was transferred to aseparate E

264、SOP Account in this Plan on his behalf.The Lowes Stock fund under this Plan is designed to invest primarily inqualifying employer securities and continues to constitute an employee stock ownership plan under Section 4975(e)(7)of the Code.1Section 2DefinitionsIn this Plan,whenever the context so indi

265、cates,the singular or plural number and the masculine,feminine or neuter gendershall be deemed to include the other,the terms“he,”“his”and“him”shall refer to a Participant,and the capitalized terms shall havethe following meanings:AccountThe separate record maintained for each Participant to reflect

266、 all allocations anddistributions with respect to the Participant under the Plan.Each Participant may havea Salary Deferral Account,a Roth Account,a Matching Account,an ESOPDiversification Account,an ESOP Account,a Rollover Account,a Roth RolloverAccount,or any other Account or sub-account establish

267、ed by the Committee from timeto time.See Section 6.Anniversary DateDecember 31 of each year(the last day of each Plan Year).BeneficiaryThe person(or persons)entitled to receive any benefit under the Plan in the event of aParticipants death.See Section 9(b).Board of DirectorsThe Board of Directors of

268、 Lowes Companies,Inc.,a North Carolina corporation.Capital AccumulationThe total balances in a Participants Accounts under the Plan.Catch-Up ContributionsContributions made pursuant to the elections of Participants in accordance withSection 4(b).CodeThe Internal Revenue Code of 1986,as amended.Commi

269、tteeThe Committee appointed by the Board of Directors to administer the Plan.SeeSection 12.Company Match ContributionsContributions made under the Plan with respect to a Participants Salary DeferralContributions as described in Section 4(c).st2CompensationFrom January 1,2020 through December 31,2022

270、,the total remuneration paid to anEmployee by Lowes in each Plan Year,as reportable on IRS Form W 2,including theamount(if any)of(i)Salary Deferral Contributions made on the Employees behalf forthe Plan Year,(ii)salary reductions under the Lowes Companies Flexible Benefit Plan(pursuant to Section 12

271、5 of the Code),and(iii)elective amounts that are not includiblein the gross income of the Employee under Section 132(f),402(e)(3),402(h)or 403(b)of the Code,but excluding reimbursements or other expense allowances,fringebenefits(cash and noncash),moving expenses,deferred compensation and welfarebene

272、fits and any amount in excess of$255,000(as adjusted after 2013 for increases inthe cost of living pursuant to Section 401(a)(17)of the Code);provided,however,notwithstanding the foregoing with respect to any Participant employed byMaintenance Supply Headquarters,LP during the 2020 plan year,Compens

273、ation shallmean the total remuneration paid to any Employee,as reported on IRS Form W-2,without exclusions.Effective as of January 1,2023,the total remuneration paid to an Employee by Lowesin each Plan Year,as reportable on IRS Form W 2,including the amount(if any)of(i)Salary Deferral Contributions

274、made on the Employees behalf for the Plan Year,(ii)salary reductions under the Lowes Companies Flexible Benefit Plan(pursuant toSection 125 of the Code),and(iii)elective amounts that are not includible in the grossincome of the Employee under Section 132(f),402(e)(3),402(h)or 403(b)of theCode,but ex

275、cluding reimbursements or other expense allowances,fringe benefits(cash and noncash),moving expenses,deferred compensation and welfare benefits andany amount in excess of$330,000(as adjusted after 2023 for increases in the cost ofliving pursuant to Section 401(a)(17)of the Code).ContributionsSalary

276、Deferral Contributions and Company Match Contributions paid to the Trust byLowes.See Section 4.Deferral CompensationEffective from January 1,2013 through April 30,2022,the salary or wages,overtimepremium pay,incentive bonuses and commissions paid to a Participant during apayroll period but excluding

277、 any amount in excess of$280,000(as adjusted after 2019for increases in the cost of living pursuant to Code Section 401(a)(17).Effective May1,2022,the salary or wages,overtime premium pay,3incentive bonuses(other than any sign-on bonuses,recognition awards or other cashawards not connected with a fo

278、rmal incentive plan)and commissions paid to aParticipant during a payroll period but excluding any amount in excess of$280,000(asadjusted after 2019 for increases in the cost of living pursuant to Code Section 401(a)(17).Deferral Compensation shall include compensation paid after a Participantsepara

279、tes from service but only to the extent such compensation would have beenDeferral Compensation if paid prior to such separation from service and only if paidprior to the first pay period that begins 30 days after such separation from service.Effective as of January 1,2023,the total remuneration paid

280、 to an Employee by Lowesin each Plan Year,as reportable on IRS Form W 2,including the amount(if any)of(i)Salary Deferral Contributions made on the Employees behalf for the Plan Year,(ii)salary reductions under the Lowes Companies Flexible Benefit Plan(pursuant toSection 125 of the Code),and(iii)elec

281、tive amounts that are not includible in the grossincome of the Employee under Section 132(f),402(e)(3),402(h)or 403(b)of theCode,but excluding reimbursements or other expense allowances,fringe benefits(cash and noncash),moving expenses,deferred compensation and welfare benefits andany amount in exce

282、ss of$330,000(as adjusted after 2023 for increases in the cost ofliving pursuant to Section 401(a)(17)of the Code).EmployeeAny individual who is treated as a common-law employee by Lowes;provided,however,that an independent contractor(or other individual)who is reclassified as acommon-law employee o

283、n a retroactive basis shall not be treated as having been anEmployee for purposes of the Plan for any period prior to the date that he is soreclassified.A leased employee,as described in Section 414(n)(2)of the Code,is notan Employee for purposes of this Plan.ERISAThe Employee Retirement Income Secu

284、rity Act of 1974,as amended.ESOPThe Lowes Companies Employee Stock Ownership Plan,which was an“employeestock ownership plan”within the meaning of Section 4975(e)(7)of the Code andwhich was merged into the Plan effective as of September 13,2002.4ESOP AccountThe Account which reflects a Participants i

285、nterest in the ESOP which was transferredto the Plan from the ESOP in connection with the merger of the ESOP into the Planeffective as of September 13,2002.ESOP DiversificationAccountThe Account which reflects a Participants interest attributable to amounts transferredto the Plan from the ESOP prior

286、 to September 13,2002 pursuant to Section 14(b)ofthe ESOP.Highly CompensatedEmployeeAn Employee who(i)had Statutory Compensation in excess of$150,000 in thepreceding Plan Year or(ii)is a“5%owner”(as defined in Section 416(i)(1)(B)(i)ofthe Code)at any time during the Plan Year or the preceding Plan Y

287、ear.The$150,000amount shall be adjusted after 2023 for increases in the cost of living pursuant toSection 414(q)(1)of the Code.The top paid group election set forth in Section 414(q)(3)of the Code is not being applied until otherwise elected by Lowes by means of aPlan amendment.LowesLowes Companies,

288、Inc.,a North Carolina corporation,and each direct and indirectwholly-owned subsidiary(including a limited liability company)which adopts thePlan for the benefit of its Employees.Lowes StockShares of common stock issued by Lowes Companies,Inc.,which shares are tradedon the New York Stock Exchange.Mat

289、ching AccountThe Account that reflects each Participants interest attributable to MatchingContributions.The portion of the Participants Matching Accounts that consists of thePerformance Matching Contributions made for Plan Years ending on or afterJanuary 31,2003 shall be considered a stock bonus pla

290、n so long as such contributionsconsist of Lowes Stock.Matching ContributionsCompany Match Contributions and,for Plan Years prior to February 3,2007,Performance Matching Contributions.ParticipantAny Employee who is participating in this Plan.See Section 3.5Performance Matching ContributionsAdditional

291、 contributions made under the Plan prior to February 3,2007 with respect toa Participants Salary Deferral Contributions.As described in Section 4(d),effectivefor Plan Years beginning on and after February 3,2007,no Performance MatchingContributions are made to the Plan.PlanThe Lowes 401(k)Plan,which

292、 includes the Plan and the Trust Agreement.Plan YearThe calendar year.Prior to February 3,2007,the Plan Year was the 52-53-week periodending on each Anniversary Date(and coinciding with the fiscal year of Lowes).ThePlan Year shall also be the“limitation year”for purposes of Section 415 of the Code.R

293、ollover AccountThe Account which reflects any interest attributable to a direct rollover made on behalfof an Employee pursuant to Section 4(i),other than a Roth rollover described inSection 4(i)(i)(A).Roth AccountThe Account which reflects any interest attributable to Roth Contributions,other thanRo

294、th rollover contributions(which are reflected in the Roth Rollover Account).SeeSection 4(j).Roth ContributionsSalary Deferral Contributions made pursuant to the elections of Participants inaccordance with Section 4(j).Roth Rollover AccountThe Account which reflects any interest attributable to a dir

295、ect rollover of anEmployees Roth contributions made on behalf of an Employee pursuant to Section4(i)(i)(A)of the Plan.Salary Deferral AccountThe Account which reflects each Participants interest attributable to pre-tax SalaryDeferral Contributions.Salary Deferral ContributionsContributions made purs

296、uant to the elections of Participants.See Section 4(a).ServiceEmployment with Lowes.Statutory CompensationThe total remuneration paid to an Employee by Lowes during the Plan Year forpersonal services rendered to Lowes,including(i)any Salary Deferral Contributionscontributed on his behalf for the Pla

297、n Year,(ii)any salary6reductions under the Lowes Companies Flexible Benefit Plan(pursuant to Section 125of the Code)and(iii)any salary reductions that are not includible in the gross incomeof the Employee by reason of Section l32(f)(4)of the Code,but excluding employercontributions to a plan of defe

298、rred compensation,amounts realized in connection withstock options,amounts which receive special tax benefits,and except as provided inthe immediately succeeding sentence,amounts paid after the Employees severancefrom employment with Lowes(as defined in Section 1.415(a)-1(f)(5)of theregulations).The

299、 following payments made after severance from employment shall beincluded in Statutory Compensation,but only to the extent such amounts are paid bythe later of 2 months after severance from employment with Lowes or the end of thePlan Year that includes the date of the severance from employment with

300、Lowes:(i)compensation paid after severance from employment,if the compensation is forservices during the Employees regular working hours or compensation for servicesoutside the Employees regular working hours(such as overtime or shift differential),commissions,bonuses or other similar payments and s

301、uch compensation that wouldhave been paid to the Employee prior to a severance from employment if theParticipant had continued in employment with Lowes;and(ii)payments for unused accrued vacation or holiday pay,but only if the Employeewould have been entitled to use the leave if employment had conti

302、nued.TPAThe third party administrator designed by the Committee.TrustThe Lowes Companies 401(k)Plan Trust,maintained under the Trust Agreemententered into between Lowes Companies,Inc.and the Trustee.Trust AgreementThe Agreement between Lowes Companies,Inc.and the Trustee specifying the dutiesof the

303、Trustee.Trust AssetsThe assets held in the Trust for the benefit of Participants.TrusteeThe Trustee(and any successor Trustee)appointed by the Board of Directors to holdand invest the Trust Assets.7Section 3Eligibility and Participation(a)Eligibility to Make Salary Deferral Contributions.(1)Particip

304、ants on December 31,2012.Each Employee who was eligible to participate in the Plan and make SalaryDeferral Contributions as of December 31,2012,shall continue to be eligible to participate in the Plan andmake Salary Deferral Contributions from and after January 1,2013.(2)On and After January 1,2013

305、and prior to May 1,2019.Each Employee who commences Service on or afterJanuary 1,2013 shall be eligible to participate in the Plan and make Salary Deferral Contributions as of thefirst day of the payroll period coinciding with or next following the date which is six months after suchEmployees initia

306、l date of Service(the date he is first credited with an Hour of Service as defined in Section3(e),if he is an Employee on such date.(3)On and After May 1,2019.Subject to Section 3(a)(4)below,each Employee as of May 1,2019 who is noteligible to participate in the Plan and make Salary Deferral Contrib

307、utions,and each Employee whocommences Service on or after May 1,2019,shall be eligible to participate in the Plan and make SalaryDeferral Contributions as of the first day of the payroll period coinciding with or next following the later of(i)May 1,2019 or(ii)the first of the month following the dat

308、e which is 30 days after such Employees initialdate of Service(the date he is first credited with an Hour of Service as defined in Section 3(e),if he is anEmployee on such date.8(4)Minimum Age Requirement.Notwithstanding anything in this Plan to the contrary,effective as of May 1,2019,no Employee sh

309、all participate in the Plan and make Salary Deferral Contributions prior to the first day of thepayroll period coinciding with or next following the first of the month following the date the Participantattains age eighteen(18).An Employee who is not in Service on the date such Employee would otherwi

310、se be eligible to participate in the Planin accordance with this Section 3(a)shall be eligible to participate in the Plan and make Salary Deferral Contributionsas of the date(if any)he resumes Service as an Employee.(b)Eligibility to Receive Company Match Contributions(1)Participants on December 31,

311、2012 Each Employee who was eligible to participate in the Plan and receiveCompany Match Contributions as of December 31,2012,shall continue to be eligible to participate in the Planand receive Company Match Contributions from and after January 1,2013.(2)On and After January 1,2013 and prior to May 1

312、,2019 Each Employee who is not eligible to receiveCompany Match Contributions under Section 3(b)(1)shall be eligible to receive Company MatchContributions with respect to Salary Deferral Contributions made for each payroll period that begins on orafter the date which is six months after such Employe

313、es initial date of Service(the date he is first creditedwith an Hour of Service as defined in Section 3(e).9(3)On and After May 1,2019.Each Employee on and after May 1,2019 shall be eligible to receive CompanyMatch Contributions with respect to Salary Deferral Contributions made on or after May 1,20

314、19 inaccordance with the eligibility requirements of Section 3(a)(3)and 3(a)(4).(c)Eligibility Following Reemployment.A former Employee who is reemployed by Lowes and has previously satisfiedthe eligibility requirements of Section 3(a)and Section 3(b)shall be eligible to participate as of the date o

315、f his reemployment.In theevent such former Employee was a participant in the ESOP prior to the merger of the ESOP into the Plan effective as of September13,2002 and terminated employment at a time when the Employee had a non-vested interest in the ESOP,any such non-vestedinterest that was forfeited

316、under the terms of the ESOP shall be reinstated and credited to such Employees ESOP Account upon suchformer Employees reemployment.(d)L G Sourcing,Inc.and Lowes Home Improvement,LLC.An Employee of LG Sourcing,Inc.or Lowes HomeImprovement,LLC is eligible to participate in the Plan only if he is emplo

317、yed in the United States or is a United States citizenemployed abroad.(e)Hours of Service.For purposes of determining the Hours of Service to be credited to an Employee under Section 3(a)and Section 3(b),the following rules shall be applied:(1)Hours of Service shall generally include each hour of Se

318、rvice for which an Employee is paid(or entitled topayment)for the performance of duties;each hour of Service for which an employee is paid(or entitled topayment)for a period during which an Employee is paid(or entitled to payment)for a period during which noduties are performed due to vacation,holid

319、ay,illness,incapacity(including disability),lay-off,jury duty,military duty or paid leave of absence;and each additional hour of Service for which back pay is eitherawarded or agreed to(irrespective of mitigation of damages);provided,however,that no more than 501 Hours10of Service need be credited f

320、or one continuous period during which an Employee does not perform duties.(2)The crediting of Hours of Service shall be determined by the Committee in accordance with the rules set forth inSection 2530.200b-2 of the regulations prescribed by the Department of Labor,which rules shall beconsistently a

321、pplied with respect to all Employees within the same job classification.(3)Hours of Service shall not be credited to an Employee for a period during which no duties are performed ifpayment is made or due under a plan maintained solely for the purpose of complying with applicable workerscompensation,

322、unemployment compensation or disability insurance laws,and Hours of Service shall not becredited on account of any payment made or due an Employee solely in reimbursement of medical ormedically-related expenses.(f)Election to Make Salary Deferral Contributions.In order to become a Participant,an eli

323、gible Employee shall elect tohave Salary Deferral Contributions made by Lowes to the Trust on his behalf,as provided in Section 4(a).Salary DeferralContributions shall be made,at the eligible Employees election,on a pre-tax basis,or pursuant to Section 4(j),as RothContributions.An eligible Employee

324、must make such an election to be eligible to receive Company Match Contributions underSection 4(c).An eligible Employee may elect to have Salary Deferral Contributions made on his behalf(and become a Participant)atany time after he has satisfied the requirements of Section 3(a).(g)ESOP Eligibility.A

325、n eligible Employee who had amounts transferred to the Plan on his behalf from the ESOP is aParticipant in the Plan for the purpose of maintaining his transferred ESOP Account under this Plan.(h)Collective Bargaining Agreements.An Employee whose terms and conditions of employment are covered by acol

326、lective bargaining agreement(a“CBA”)shall not be eligible to participate in the Plan unless,and only to the extent that,theterms of such CBA specifically provide for participation in this Plan.A Participant who subsequently becomes covered under a11CBA shall not be entitled to have Salary Deferral C

327、ontributions(or Company Match Contributions)made on his behalf after the dateof his coverage under the CBA,except as may otherwise be provided in such CBA.An Employee who ceases to be covered by theterms and conditions of a CBA shall not be entitled to have Salary Deferral Contributions(or Company M

328、atch Contributions)madeon his behalf with respect to Compensation paid for his period of employment covered by the CBAs terms and conditions,except tothe extent that the terms and conditions of such CBA or operation of law specifically provide otherwise.An Employee whose terms and conditions of empl

329、oyment are subject to representation by an authorized collective bargainingrepresentative shall not be eligible to participate in the Plan if coverage is eliminated with the unilateral implementation of acollective bargaining offer made by Lowes after reaching an impasse in negotiations.A Participan

330、t who becomes subject torepresentation by an authorized collective bargaining representative shall not be entitled to have Salary Deferral Contributions(orCompany Match Contributions)made on his behalf for any period of loss of eligibility due to such unilateral implementation of acollective bargain

331、ing offer made after impasse.An Employee whose loss of eligibility in this Plan was the result of such unilaterallyimplemented collective bargaining offer shall not be entitled to have Salary Deferral Contributions(or Company MatchContributions)made on his behalf with respect to Compensation paid fo

332、r such period of loss of Plan eligibility,except to the extentthat the unilaterally implemented collective bargaining offer or operation of law specifically provide otherwise.(i)Military Service.Notwithstanding any provision of the Plan to the contrary,contributions,benefits and service creditwith r

333、espect to qualified military service will be provided in accordance with Section 414(u)of the Code.12Section 4Contributions(a)Salary Deferral Contributions.Subject to the limitations described in this Section 4(a)and in Sections 4(e)and 4(g),an Employee who is eligible to participate in the Plan may elect to have from 1%to 75%(or such other percentages as may bedetermined by the Committee)of his Deferral Compensation withheld by Lowes and contribut