Lowes Companies Inc DEFA14A, filed May 19, 2021
Lowes Companies Inc (LOW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward- looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as the rate of unemployment, interest rate and currency fluctuations, fuel and other energy costs, slower growth in personal income, changes in consumer spending, changes in the rate of housing turnover, the availability of consumer credit and of mortgage financing, changes in commodity prices, trade policy changes or additional tariffs, outbreaks of public health crises, such as the COVID-19 pandemic, availability and cost of goods from suppliers, and other factors that can negatively affect our customers. Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-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 any obligation to update these statements other than as required by law. 2Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward- looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as the rate of unemployment, interest rate and currency fluctuations, fuel and other energy costs, slower growth in personal income, changes in consumer spending, changes in the rate of housing turnover, the availability of consumer credit and of mortgage financing, changes in commodity prices, trade policy changes or additional tariffs, outbreaks of public health crises, such as the COVID-19 pandemic, availability and cost of goods from suppliers, and other factors that can negatively affect our customers. Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-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 any obligation to update these statements other than as required by law. 2
Overview of Lowe’s Delivering the right home improvement products, with the best service and value, across every channel and community we serve OUR STORY OUR CUSTOMER OUR FOOTPRINT • Founded in 1921 in North Wilkesboro, • ~$900B home improvement market • 1,974 stores across U.S. and Canada NC as of fiscal 2020 year end o Highly fragmented market with Lowe’s share roughly 10% o 1,734 U.S. stores, serving all 50 • Headquartered in Mooresville, NC states • Do-It-Yourself (DIY), Do-It-For-Me • Over 300,000 associates (DIFM) and Pro customers§ Average ~112K square feet of • Omni-channel home improvement retail selling space • The Pro customer consists of two retailer broad categories: Construction o 240 Canada stores, including trades and maintenance, repair & RONA operations • ~230 dealer-owned stores in Canada In 2020, we made SUPPLY CHAIN CUSTOMER TRANSFORMATION ENGAGEMENT outsized gains in sales to our DIY and Pro customers, Strategic enabling us to deliver Initiatives 75-80% significant value to DIY / DIFM shareholders Customer OPERATIONAL MERCHANDISING EFFICIENCY ESCELLENCE 3Overview of Lowe’s Delivering the right home improvement products, with the best service and value, across every channel and community we serve OUR STORY OUR CUSTOMER OUR FOOTPRINT • Founded in 1921 in North Wilkesboro, • ~$900B home improvement market • 1,974 stores across U.S. and Canada NC as of fiscal 2020 year end o Highly fragmented market with Lowe’s share roughly 10% o 1,734 U.S. stores, serving all 50 • Headquartered in Mooresville, NC states • Do-It-Yourself (DIY), Do-It-For-Me • Over 300,000 associates (DIFM) and Pro customers§ Average ~112K square feet of • Omni-channel home improvement retail selling space • The Pro customer consists of two retailer broad categories: Construction o 240 Canada stores, including trades and maintenance, repair & RONA operations • ~230 dealer-owned stores in Canada In 2020, we made SUPPLY CHAIN CUSTOMER TRANSFORMATION ENGAGEMENT outsized gains in sales to our DIY and Pro customers, Strategic enabling us to deliver Initiatives 75-80% significant value to DIY / DIFM shareholders Customer OPERATIONAL MERCHANDISING EFFICIENCY ESCELLENCE 3
Successful Implementation of Retail Fundamentals Strategy and Transition to Total Home Strategy Total Home Strategy to Accelerate Our Retail Fundamentals Strategy Market Share Gains We are focused on delivering across five key Having the right products in the right place at the right time growth initiatives: Merchandising • Improved reset execution Excellence Intensifying Our Focus On Pro • Expanded brand and product offerings and invested in new merchandising sets Customer Serving customers where and how they want to be served Expanding Our Online Business Supply Chain • Launched multi-year $1.7 B investment to modernize supply chain Transformation • Announced expansion of distribution network including several new facilities Modernizing Installation Simplifying store operations, improving customer service and operating income Services • Unlocked productivity by shifting our associates’ time to 60% customer service Operational and 40% tasking Efficiency • Deployed a new labor scheduling system to align labor hours with customer Improving Localization demand patterns Improving customer engagement and fulfilling Pro customer needs Customer • “Owned the Pro” through investments in job lot inventory quantities, expanding Elevating Our Product Assortment national brands and increasing staffing and service levels in the Pro department Engagement • Launched Pro Loyalty program with members-only benefits 4Successful Implementation of Retail Fundamentals Strategy and Transition to Total Home Strategy Total Home Strategy to Accelerate Our Retail Fundamentals Strategy Market Share Gains We are focused on delivering across five key Having the right products in the right place at the right time growth initiatives: Merchandising • Improved reset execution Excellence Intensifying Our Focus On Pro • Expanded brand and product offerings and invested in new merchandising sets Customer Serving customers where and how they want to be served Expanding Our Online Business Supply Chain • Launched multi-year $1.7 B investment to modernize supply chain Transformation • Announced expansion of distribution network including several new facilities Modernizing Installation Simplifying store operations, improving customer service and operating income Services • Unlocked productivity by shifting our associates’ time to 60% customer service Operational and 40% tasking Efficiency • Deployed a new labor scheduling system to align labor hours with customer Improving Localization demand patterns Improving customer engagement and fulfilling Pro customer needs Customer • “Owned the Pro” through investments in job lot inventory quantities, expanding Elevating Our Product Assortment national brands and increasing staffing and service levels in the Pro department Engagement • Launched Pro Loyalty program with members-only benefits 4
Execution of Strategic Initiatives Leads to Outstanding Fiscal 2020 Results FOCUS AREAS DESIGNED TO GENERATE SUSTAINABLE STRONG RESULTS IN FY 2020 TSR OUTPERFORMANCE SHAREHOLDER VALUE 1-Year • Driving operational excellence Lowe's throughout the enterprise 45.9% +24% YoY $89.6 B in Sales (2) • Consistently generating high Peer Group Median 19.3% levels of cash flow S&P 500 Index 17.2% • Optimizing capital deployment 3-Year +41% YoY $7.75 Diluted EPS Lowe's 73.7% (2) Peer Group Median 50.1% 8% $7.2 B $8.86 Adjusted S&P 500 Index 42.4% +54% YoY (1) Diluted EPS 2020 Per Share Increase in Dividends Paid in Last Annual Dividend Five Years 5-Year Lowe's 155.2% $18.9 B (2) $11.0 B Cash Flows From Peer Group Median 92.1% Operations Shares Repurchased in S&P 500 Index 111.5% Last Five Years Notes: (1) Adjusted diluted earnings per common share ( EPS ) is a non-GAAP financial measure. Refer to the Appendix for additional information as well as a reconciliation between GAAP diluted EPS and non-GAAP adjusted diluted EPS. Fiscal 2019 diluted EPS was $5.49 and adjusted diluted EPS was $5.74. (2) Peer group includes Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Kohl’s Corporation, Macy’s, Inc., NIKE, Inc., Nordstrom, Inc., 5 Starbucks Corporation, Target Corporation, The Home Depot, Inc., The Kroger Co., The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart, Inc.Execution of Strategic Initiatives Leads to Outstanding Fiscal 2020 Results FOCUS AREAS DESIGNED TO GENERATE SUSTAINABLE STRONG RESULTS IN FY 2020 TSR OUTPERFORMANCE SHAREHOLDER VALUE 1-Year • Driving operational excellence Lowe's throughout the enterprise 45.9% +24% YoY $89.6 B in Sales (2) • Consistently generating high Peer Group Median 19.3% levels of cash flow S&P 500 Index 17.2% • Optimizing capital deployment 3-Year +41% YoY $7.75 Diluted EPS Lowe's 73.7% (2) Peer Group Median 50.1% 8% $7.2 B $8.86 Adjusted S&P 500 Index 42.4% +54% YoY (1) Diluted EPS 2020 Per Share Increase in Dividends Paid in Last Annual Dividend Five Years 5-Year Lowe's 155.2% $18.9 B (2) $11.0 B Cash Flows From Peer Group Median 92.1% Operations Shares Repurchased in S&P 500 Index 111.5% Last Five Years Notes: (1) Adjusted diluted earnings per common share ( EPS ) is a non-GAAP financial measure. Refer to the Appendix for additional information as well as a reconciliation between GAAP diluted EPS and non-GAAP adjusted diluted EPS. Fiscal 2019 diluted EPS was $5.49 and adjusted diluted EPS was $5.74. (2) Peer group includes Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Kohl’s Corporation, Macy’s, Inc., NIKE, Inc., Nordstrom, Inc., 5 Starbucks Corporation, Target Corporation, The Home Depot, Inc., The Kroger Co., The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart, Inc.
Our Response to the Ongoing COVID-19 Pandemic In 2020, Lowe’s rose to the challenges presented by the pandemic through the hard work and dedication of our associates who supported our communities and helped our customers keep their homes and businesses safe and operational STORE SAFETY ASSOCIATE SUPPORT COMMUNITY IMPACT We contributed over $100M to support COVID-19 We invested over $200M in support of numerous We invested over $900M to support our front-line relief in the communities in which we operate and live, safety standards hourly associates and their families including: • Provided special payments and temporary • Enhanced cleaning services during and after wage increases to full and part-time hourly operating hours • $55M in relief grants to minority-owned, women- associates owned and rural small businesses • Installed Plexiglass shields at all point-of-sale • Extended telemedicine benefits to all registers • $16M donation of essential protective products associates and their families, even if they were not for medical professionals and first responders • Developed an app to help store leaders limit enrolled in Lowe’s medical plans customer traffic when necessary • Granted 14 days of emergency paid leave • Launched curbside pickup and buy-online- We hired 90,000 associates into permanent roles for associates in need and up to four weeks for during a time of high unemployment pickup-in-store lockers to expand those at high risk of severe illness from COVID-19 contactless shopping options • No layoffs or pay reductions • Required associates to wear masks or face • Provided two extra weeks of paid vacation coverings to salaried front-line managers • Provided customers with masks in support We donated ~$3M to support associates through of a nationwide mask standard Lowe’s Employee Relief Fund In fiscal 2020, we provided nearly $1.3 billion in financial support of these critical priorities 6Our Response to the Ongoing COVID-19 Pandemic In 2020, Lowe’s rose to the challenges presented by the pandemic through the hard work and dedication of our associates who supported our communities and helped our customers keep their homes and businesses safe and operational STORE SAFETY ASSOCIATE SUPPORT COMMUNITY IMPACT We contributed over $100M to support COVID-19 We invested over $200M in support of numerous We invested over $900M to support our front-line relief in the communities in which we operate and live, safety standards hourly associates and their families including: • Provided special payments and temporary • Enhanced cleaning services during and after wage increases to full and part-time hourly operating hours • $55M in relief grants to minority-owned, women- associates owned and rural small businesses • Installed Plexiglass shields at all point-of-sale • Extended telemedicine benefits to all registers • $16M donation of essential protective products associates and their families, even if they were not for medical professionals and first responders • Developed an app to help store leaders limit enrolled in Lowe’s medical plans customer traffic when necessary • Granted 14 days of emergency paid leave • Launched curbside pickup and buy-online- We hired 90,000 associates into permanent roles for associates in need and up to four weeks for during a time of high unemployment pickup-in-store lockers to expand those at high risk of severe illness from COVID-19 contactless shopping options • No layoffs or pay reductions • Required associates to wear masks or face • Provided two extra weeks of paid vacation coverings to salaried front-line managers • Provided customers with masks in support We donated ~$3M to support associates through of a nationwide mask standard Lowe’s Employee Relief Fund In fiscal 2020, we provided nearly $1.3 billion in financial support of these critical priorities 6
Executive Compensation Program Linked to our Strategy Element Form Key Characteristics Link to Shareholder Value Base Cash • Fixed compensation tied to scope • Encourage retention and 2020 CEO PAY MIX Salary and responsibilities of executive’s attraction of top talent (11%) position 67% Long-Term Annual Cash • At-risk compensation tied to • Promote achievement of Incentive achievement of annual financial annual financial and Awards performance and strategic goals strategic goals (22%) • Payouts driven by: • Incent and reward financial o Sales (40%) and operating performance 11% 72% o Operating Income (40%) 17% Base Salary Performance- Time-Vested o Inventory Improvement (10%) Based RSAs o Pro Sales Growth (10%) Long- Performance • PSUs cliff vest at the end of a • Promote achievement of 22% Term Share Units three-year performance period efficient long-term growth Target 72% Annual Incentive (PSUs) based on: and TSR performance 17% Incentive Stock Awards (50%) o Three-year average Return on PERFORMANCE-BASED Options (67%) Invested Capital (ROIC) relative COMPENSATION to pre-determined goals o Relative Total Shareholder Return (TSR) modifier Stock • 10-year term • Promote value-creating 33% Options • Vest ratably over three years actions necessary to PSUs (25%) increase the market value of common stock Restricted • Cliff vest on the third anniversary • Promote executive Stock of the grant date retention, stock ownership Awards and alignment of interests (RSAs) with shareholders (25%) 7Executive Compensation Program Linked to our Strategy Element Form Key Characteristics Link to Shareholder Value Base Cash • Fixed compensation tied to scope • Encourage retention and 2020 CEO PAY MIX Salary and responsibilities of executive’s attraction of top talent (11%) position 67% Long-Term Annual Cash • At-risk compensation tied to • Promote achievement of Incentive achievement of annual financial annual financial and Awards performance and strategic goals strategic goals (22%) • Payouts driven by: • Incent and reward financial o Sales (40%) and operating performance 11% 72% o Operating Income (40%) 17% Base Salary Performance- Time-Vested o Inventory Improvement (10%) Based RSAs o Pro Sales Growth (10%) Long- Performance • PSUs cliff vest at the end of a • Promote achievement of 22% Term Share Units three-year performance period efficient long-term growth Target 72% Annual Incentive (PSUs) based on: and TSR performance 17% Incentive Stock Awards (50%) o Three-year average Return on PERFORMANCE-BASED Options (67%) Invested Capital (ROIC) relative COMPENSATION to pre-determined goals o Relative Total Shareholder Return (TSR) modifier Stock • 10-year term • Promote value-creating 33% Options • Vest ratably over three years actions necessary to PSUs (25%) increase the market value of common stock Restricted • Cliff vest on the third anniversary • Promote executive Stock of the grant date retention, stock ownership Awards and alignment of interests (RSAs) with shareholders (25%) 7
2020 Compensation Outcomes Demonstrate Pay for Performance Alignment NEW ELEMENTS OF ANNUAL DECISIONS & OUTCOMES INCENTIVE AWARDS The Compensation Committee takes a thoughtful approach to • Added Pro Sales Growth as a strategic goal administering our program during our business transformation to focus on growing Pro sales market share • Realigned the weightings of each metric to • Annual incentive payouts for 2020 were driven by above maximum account for the addition of the Pro Sales performance in all metrics Growth metric • Sales, Operating Income, Inventory Improvement and Pro Sales 16% 12% • Eliminated the 250% maximum plus payout Growth drove overall award pay Tim oe u -ts Ves at ted200% B o as f tar e Salge aryt RSAs performance level and set maximum • Target three-year ROIC performance level for PSUs was set 7% higher than performance level at 200% prior award, at the top quartile of peer group 23% • The Committee’s decision was made following assessment of first half Target 16% RIGOROUS LONG-TERM Annual 2020 operational performance and the new retail business Stock Incentive INCENTIVE AWARDS IN 2020 environment Options The Committee seeks to maintain a culture of pay for performance • The dollar value for 2020 long-term incentive awards, including PSUs, was set in March • For example, PSUs for the 2018-2020 performance period did not pay out • The Compensation Committee elected to • 3-year average Return on Non-Cash Average Assets (RONCAA) result 33% defer finalizing the PSU performance goals to did not achieve threshold payout performance level PSUs August to establish rigorous performance metrics and targets that would be appropriate in the new retail business environment, and granting of the PSUs to September 82020 Compensation Outcomes Demonstrate Pay for Performance Alignment NEW ELEMENTS OF ANNUAL DECISIONS & OUTCOMES INCENTIVE AWARDS The Compensation Committee takes a thoughtful approach to • Added Pro Sales Growth as a strategic goal administering our program during our business transformation to focus on growing Pro sales market share • Realigned the weightings of each metric to • Annual incentive payouts for 2020 were driven by above maximum account for the addition of the Pro Sales performance in all metrics Growth metric • Sales, Operating Income, Inventory Improvement and Pro Sales 16% 12% • Eliminated the 250% maximum plus payout Growth drove overall award pay Tim oe u -ts Ves at ted200% B o as f tar e Salge aryt RSAs performance level and set maximum • Target three-year ROIC performance level for PSUs was set 7% higher than performance level at 200% prior award, at the top quartile of peer group 23% • The Committee’s decision was made following assessment of first half Target 16% RIGOROUS LONG-TERM Annual 2020 operational performance and the new retail business Stock Incentive INCENTIVE AWARDS IN 2020 environment Options The Committee seeks to maintain a culture of pay for performance • The dollar value for 2020 long-term incentive awards, including PSUs, was set in March • For example, PSUs for the 2018-2020 performance period did not pay out • The Compensation Committee elected to • 3-year average Return on Non-Cash Average Assets (RONCAA) result 33% defer finalizing the PSU performance goals to did not achieve threshold payout performance level PSUs August to establish rigorous performance metrics and targets that would be appropriate in the new retail business environment, and granting of the PSUs to September 8
Focus on Recent Diversity & Inclusion and Sustainability Updates Culture, Diversity & Inclusion Corporate Sustainability • D&I Report: In April 2021, we released our 2020 • In 2020, we refreshed our materiality assessment and conducted a Task Culture, Diversity & Inclusion Update, which Force on Climate-Related Financial Disclosures (TCFD) analysis to enhance includes information on our diversity and our sustainability strategy and programs inclusion initiatives and progress • Sustainability Accounting Standards Board (SASB): We report in alignment with SASB framework in our annual Lowe’s Corporate Responsibility Report • EEO-1 Commitment: We have committed to begin publicly disclosing our Consolidated • Named to the Dow Jones Sustainability Index (DJSI) for North America in EEO-1 Report data in 2021 2020, for the second consecutive year, one of only six retailers to be included • We built our corporate responsibility strategy around three key areas: • Achievements: Product Sustainability; Our People and Communities; and Operational – Joined coalition of CEOs to form OneTen, Excellence with the joint commitment to upskill, hire and – Product Sustainability: In 2020, we had more than 40,000 ENERGY STAR® promote one million Black Americans over products available for sale in-store, saving customers more than $6B in the next 10 years into family-sustaining jobs lifetime energy costs with opportunities for advancement – People & Communities: In 2020, we contributed more than $150 million to – Integrated diversity into 2021 quarterly support our communities, including more than $100 million in pandemic- business reviews related relief – Operational Excellence: Included in the 2020 Renewable Energy Buyers – Perfect rating of 100 on the 2020 Human Alliance Deal Tracker Top 10 List for large energy buyers as a result of our Rights Campaign’s Corporate Equality Index 250 megawatt solar virtual power purchase agreement in Illinois 9Focus on Recent Diversity & Inclusion and Sustainability Updates Culture, Diversity & Inclusion Corporate Sustainability • D&I Report: In April 2021, we released our 2020 • In 2020, we refreshed our materiality assessment and conducted a Task Culture, Diversity & Inclusion Update, which Force on Climate-Related Financial Disclosures (TCFD) analysis to enhance includes information on our diversity and our sustainability strategy and programs inclusion initiatives and progress • Sustainability Accounting Standards Board (SASB): We report in alignment with SASB framework in our annual Lowe’s Corporate Responsibility Report • EEO-1 Commitment: We have committed to begin publicly disclosing our Consolidated • Named to the Dow Jones Sustainability Index (DJSI) for North America in EEO-1 Report data in 2021 2020, for the second consecutive year, one of only six retailers to be included • We built our corporate responsibility strategy around three key areas: • Achievements: Product Sustainability; Our People and Communities; and Operational – Joined coalition of CEOs to form OneTen, Excellence with the joint commitment to upskill, hire and – Product Sustainability: In 2020, we had more than 40,000 ENERGY STAR® promote one million Black Americans over products available for sale in-store, saving customers more than $6B in the next 10 years into family-sustaining jobs lifetime energy costs with opportunities for advancement – People & Communities: In 2020, we contributed more than $150 million to – Integrated diversity into 2021 quarterly support our communities, including more than $100 million in pandemic- business reviews related relief – Operational Excellence: Included in the 2020 Renewable Energy Buyers – Perfect rating of 100 on the 2020 Human Alliance Deal Tracker Top 10 List for large energy buyers as a result of our Rights Campaign’s Corporate Equality Index 250 megawatt solar virtual power purchase agreement in Illinois 9
Highly Engaged and Diverse Board Provides Strong Oversight of Corporate Strategy Gender 36% David H. Sandra B. Richard W. Angela F. Braly Raul Alvarez Laurie Z. Douglas Women Batchelder Dreiling Cochran Ind. Chairman of the 64% Director Since: 2010 Director Since: 2018 Director Since: 2013 Director Since: 2016 Director Since: 2015 Board Men SVP, Chief Information President & CEO, Director Since: 2012 Operating Partner, Co-Founder and Former Chair, Officer & Chief Digital Advent International Former Principal, President & CEO, Cracker Barrel Old Retired Chairman & CEO, Officer, Publix Super Corporation Relational Investors WellPoint, Inc. Country Store, Inc. Dollar General Corporation Markets, Inc. Ethnicity 36% Marvin R. Ellison Daniel J. Heinrich* Brian C. Rogers Bertram L. Scott Mary Beth West * People of Color Director Since: 2018 64% Director Since: 2015 Director Since: 2018 New in 2021 New in 2021 White Retired Non- Retired SVP of President & CEO, Former EVP and Retired SVP, Chief Executive Chairman, Population Health & Lowe’s Companies, CFO, The Clorox Growth Officer, The T. Rowe Price Group, Value Based Care, Inc. Company Hershey Company Inc. Novant Health *As part of our commitment to refreshment, we added two new director nominees in 2021 Experience and Skills Diversity 7 Human Capital Management 11 11 Corporate Governance / Regulatory / Risk Management 11 Tech & E-Commerce 3 Finance 9 Senior Leadership 11 11 5 6 Marketing / Brand Management Retail Industry Experience 6 10Highly Engaged and Diverse Board Provides Strong Oversight of Corporate Strategy Gender 36% David H. Sandra B. Richard W. Angela F. Braly Raul Alvarez Laurie Z. Douglas Women Batchelder Dreiling Cochran Ind. Chairman of the 64% Director Since: 2010 Director Since: 2018 Director Since: 2013 Director Since: 2016 Director Since: 2015 Board Men SVP, Chief Information President & CEO, Director Since: 2012 Operating Partner, Co-Founder and Former Chair, Officer & Chief Digital Advent International Former Principal, President & CEO, Cracker Barrel Old Retired Chairman & CEO, Officer, Publix Super Corporation Relational Investors WellPoint, Inc. Country Store, Inc. Dollar General Corporation Markets, Inc. Ethnicity 36% Marvin R. Ellison Daniel J. Heinrich* Brian C. Rogers Bertram L. Scott Mary Beth West * People of Color Director Since: 2018 64% Director Since: 2015 Director Since: 2018 New in 2021 New in 2021 White Retired Non- Retired SVP of President & CEO, Former EVP and Retired SVP, Chief Executive Chairman, Population Health & Lowe’s Companies, CFO, The Clorox Growth Officer, The T. Rowe Price Group, Value Based Care, Inc. Company Hershey Company Inc. Novant Health *As part of our commitment to refreshment, we added two new director nominees in 2021 Experience and Skills Diversity 7 Human Capital Management 11 11 Corporate Governance / Regulatory / Risk Management 11 Tech & E-Commerce 3 Finance 9 Senior Leadership 11 11 5 6 Marketing / Brand Management Retail Industry Experience 6 10
We Value Your Support We request your support at the 2021 Annual Meeting of Shareholders FOR Election of the 11 director nominees each of the nominees ü Approval, on an advisory basis, of our NEO compensation in FOR ü fiscal 2020 Ratification of the appointment of Deloitte & Touche as our FOR independent registered public accounting firm ü Shareholder proposal regarding amending our proxy access AGAINST bylaw to remove shareholder aggregation limits 11We Value Your Support We request your support at the 2021 Annual Meeting of Shareholders FOR Election of the 11 director nominees each of the nominees ü Approval, on an advisory basis, of our NEO compensation in FOR ü fiscal 2020 Ratification of the appointment of Deloitte & Touche as our FOR independent registered public accounting firm ü Shareholder proposal regarding amending our proxy access AGAINST bylaw to remove shareholder aggregation limits 11
AppendixAppendix
Reconciliation of Non-GAAP Financial Measures Management of Lowe's Companies, Inc. (the Company) uses certain non-GAAP financial measures because it considers them to be important supplemental measures of the Company's performance. Management also believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. The Company has presented the non-GAAP financial measure of adjusted diluted earnings per share for comparing its operating performance for the fiscal year ended January 29, 2021 with the fiscal year ended January 31, 2020. This measure excludes the impacts of certain discrete items, as further described below, not contemplated in Lowe’s business outlooks for fiscal 2020 and fiscal 2019. This non-GAAP financial measure should not be considered an alternative to, or a more meaningful indicator of, the Company's diluted earnings per share as prepared in accordance with GAAP. The Company's methods of determining non-GAAP financial measures may differ from the methods used by other companies and may not be comparable. The following provides a reconciliation of adjusted diluted earnings per share to diluted earnings per common share, the most directly comparable GAAP financial measure. Year Ended January 29, 2021 January 31, 2020 Pre-Tax Net Pre-Tax Net Name Earnings Tax Earnings Earnings Tax Earnings Diluted Earnings Per Share, As Reported $7.75 $5.49 (1) Loss on extinguishment of debt 1.41 (0.36) 1.05 -- -- -- (2) Canada restructuring 0.06 -- 0.06 0.29 0.02 0.31 (3) Mexico adjustments -- -- -- 0.05 (0.11) (0.06) Adjusted Diluted Earnings Per Share $8.86 $5.74 (1) Represents costs associated with the extinguishment of debt in connection with cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes. (2) Represents pre-tax operating costs related to inventory write-downs and other closing costs associated with the Company’s strategic review of its Canadian operations. (3) Represents adjustments associated with the Company’s decision to pursue a sale through liquidation of its Mexico operations, instead of its original intention of selling the operating business. 13 As a result, the Company recognized a favorable tax benefit, offset by operating losses, net of tax, for the period associated with the wind-down of the Mexico operations.Reconciliation of Non-GAAP Financial Measures Management of Lowe's Companies, Inc. (the Company) uses certain non-GAAP financial measures because it considers them to be important supplemental measures of the Company's performance. Management also believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. The Company has presented the non-GAAP financial measure of adjusted diluted earnings per share for comparing its operating performance for the fiscal year ended January 29, 2021 with the fiscal year ended January 31, 2020. This measure excludes the impacts of certain discrete items, as further described below, not contemplated in Lowe’s business outlooks for fiscal 2020 and fiscal 2019. This non-GAAP financial measure should not be considered an alternative to, or a more meaningful indicator of, the Company's diluted earnings per share as prepared in accordance with GAAP. The Company's methods of determining non-GAAP financial measures may differ from the methods used by other companies and may not be comparable. The following provides a reconciliation of adjusted diluted earnings per share to diluted earnings per common share, the most directly comparable GAAP financial measure. Year Ended January 29, 2021 January 31, 2020 Pre-Tax Net Pre-Tax Net Name Earnings Tax Earnings Earnings Tax Earnings Diluted Earnings Per Share, As Reported $7.75 $5.49 (1) Loss on extinguishment of debt 1.41 (0.36) 1.05 -- -- -- (2) Canada restructuring 0.06 -- 0.06 0.29 0.02 0.31 (3) Mexico adjustments -- -- -- 0.05 (0.11) (0.06) Adjusted Diluted Earnings Per Share $8.86 $5.74 (1) Represents costs associated with the extinguishment of debt in connection with cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes. (2) Represents pre-tax operating costs related to inventory write-downs and other closing costs associated with the Company’s strategic review of its Canadian operations. (3) Represents adjustments associated with the Company’s decision to pursue a sale through liquidation of its Mexico operations, instead of its original intention of selling the operating business. 13 As a result, the Company recognized a favorable tax benefit, offset by operating losses, net of tax, for the period associated with the wind-down of the Mexico operations.