2014.12.31 11K 401(k)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2014 |
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or |
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____ |
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Commission file number | | 1-7898 |
A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
Lowe's 401(k) Plan
B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:
Lowe's Companies, Inc.
1000 Lowe's Boulevard
Mooresville, NC 28117
LOWE’S 401(k) PLAN
- TABLE OF CONTENTS -
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Supplemental Schedules as of and for the year ended December 31, 2014 | |
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NOTE: | All other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of and Participants in
Lowe’s 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Lowe’s 401(k) Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The supplemental schedules listed in the Table of Contents have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ DELOITTE & TOUCHE LLP
Charlotte, North Carolina
June 26, 2015
Lowe's 401(k) Plan
Statements of Net Assets Available for Benefits
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| December 31, 2014 | | December 31, 2013 |
Assets | | | |
Cash | $ | 1,026,920 |
| | $ | 2,330,009 |
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Participant-directed investments at fair value | 5,377,636,442 |
| | 4,494,250,180 |
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Receivables: | | | |
Due from broker for securities sold | 2,532,289 |
| | 2,508,358 |
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Total receivables | 2,532,289 |
| | 2,508,358 |
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Total assets | 5,381,195,651 |
| | 4,499,088,547 |
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Liabilities | | | |
Due to broker for securities purchased | 2,992,066 |
| | 4,640,140 |
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Net assets available for benefits at fair value | 5,378,203,585 |
| | 4,494,448,407 |
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Adjustment from fair value to contract value for fully benefit-responsive stable value fund | (5,639,178 | ) | | (5,601,549 | ) |
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Net assets available for benefits | $ | 5,372,564,407 |
| | $ | 4,488,846,858 |
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See accompanying notes to financial statements.
Lowe's 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
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| Year Ended |
| December 31, 2014 |
Additions | |
Investment income: | |
Net appreciation in fair value of investments | $ | 1,002,127,451 |
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Dividends | 45,933,581 |
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Interest | 4,647,124 |
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Total investment income | 1,052,708,156 |
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Contributions: | |
Participant contributions | 235,034,508 |
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Employer contributions | 144,679,026 |
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Total contributions | 379,713,534 |
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Total additions | 1,432,421,690 |
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Deductions | |
Benefits paid to participants | 548,704,141 |
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Total deductions | 548,704,141 |
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Net increase in net assets | 883,717,549 |
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Net assets available for benefits | |
Beginning of year | $ | 4,488,846,858 |
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End of year | $ | 5,372,564,407 |
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See accompanying notes to financial statements.
Lowe's 401(k) Plan
Notes to Financial Statements
Note 1 - Description of the Plan
The following description of the Lowe's 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document and summary plan description for more complete descriptions of the Plan's provisions.
General – The Plan, adopted effective February 1, 1984, is a defined contribution plan covering substantially all employees of Lowe’s Companies, Inc. and subsidiaries (the Plan Sponsor or the Company). An employee of the Plan Sponsor is eligible to participate in the Plan six months after the employee’s original hire date. The Administrative Committee of Lowe’s Companies, Inc. (the Administrative Committee), as appointed by the Board of Directors, controls the management and administration of the Plan. The Plan’s trustee and recordkeeper is Wells Fargo Bank, N.A (Wells Fargo). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is a safe harbor-designed plan.
Contributions – Participants may elect to contribute 1% to 50% of their pre-tax compensation eligible for deferral (deferral compensation) to the Plan each year, subject to the limitations as defined in the Plan document. Such contributions are excluded from the participant’s taxable income for federal income tax purposes until received as a withdrawal or distribution from the Plan. Eligible employees must make an active election to participate in the Plan. Participants age 50 and older, or who reach age 50 during the Plan year, are eligible to contribute an additional pre-tax dollar amount per year in addition to the deferral contribution.
The Company makes a matching contribution (the Company Match) each payroll period to each participant's account equal to: 100% of the first 3% of deferral compensation each participant elects to have contributed to the Plan; plus 50% of the next 2% of deferral compensation contributed to the Plan; plus 25% of the next 1% of deferral compensation contributed to the Plan.
Participants may also contribute amounts representing eligible rollover distributions from other qualified plans. All contributions are subject to certain Internal Revenue Code (IRC) limitations.
Participant Accounts – Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company Match, and an allocation of Plan earnings. Participant accounts are also charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances. The benefit to which a participant is entitled to is the benefit that can be provided from the participant’s vested account balance.
Vesting – Each participant shall at all times have a 100% vested interest in the balance of their account.
Investments – Participants may direct the investment of their contributions and/or account balances into various investment options offered by the Plan and may change investments and transfer amounts between funds daily. As of December 31, 2014, the 22 investment options to which participants could direct their contributions included: Lowe’s Companies, Inc. common stock; one stable value fund; 11 target retirement date funds (collective trusts); seven mutual funds consisting of two small-cap funds, one mid-cap fund, two large-cap funds, one intermediate-term bond fund, and one international fund; and two separately managed accounts which are privately managed investment accounts holding investments directly owned by the Plan, designed to mirror the performance of specific mutual funds. Excess cash is held in a non-interest bearing cash account.
The plan’s collective trust investments are designed to offer a diversified portfolio within a single fund that adjusts its underlying asset mix over time, decreasing exposure to equities and increasing exposure to bonds as each fund’s target retirement date approaches. There are currently no redemption restrictions on these investments.
Payment of Benefits – Subsequent to termination of service, a participant with a vested account value of $1,000 or less that has not elected to perform a direct rollover to an eligible retirement plan will automatically receive a lump-sum distribution equal to the participant’s vested account balance. If the vested account value is greater than $1,000, and less than $5,000, a participant may elect to receive a lump-sum distribution equal to the participant’s vested account balance. If the participant does not make such an election, the Plan performs a direct rollover to an individual retirement account designated by the participant or, if the participant has not designated an individual retirement account, to an individual retirement account designated by the Administrative Committee. If the vested account value is greater than $5,000, the participant’s vested account balance remains in the Plan and is not distributed without the participant’s consent until the participant reaches age 62. The Plan allows for in-service withdrawals to participants under age 59½ only in cases of financial hardship. Such withdrawals must total at least $1,000 and be approved by the Plan's recordkeeper or the Administrative Committee. Participants who have attained age 59½ are entitled to a one-time in-service withdrawal of their accumulated balances.
The Plan allows for a one-time in-service withdrawal to participants in the former Lowe’s Companies Employee Stock Ownership Plan (the ESOP) who have attained 20 or more years of service with the Plan Sponsor. The ESOP was merged into the Plan effective September 13, 2002. Eligible participants may withdraw up to 50% of their former ESOP account balance by requesting a distribution through the Retirement Service Center. The distribution may be transferred to either an IRA or paid directly to the participant.
Forfeited Accounts – If a Participant has terminated service and the Administrative Committee is unable after a reasonable period of time, as determined by the Administrative Committee, to locate the Participant or Beneficiary to whom an account is distributable after making reasonable efforts to do so, then the Administrative Committee may declare the account to be a forfeiture. The Plan document permits the use of forfeitures to reduce the Company's matching contributions. The participant's forfeited account shall be restored as if there had been no forfeiture if the Committee is able to locate the participant at any time. Such restoration shall be made out of forfeitures occurring in the Plan year the participant is located. To the extent such forfeitures are not sufficient, the Company will make a special contribution in order to restore the participant’s account. At December 31, 2014 and 2013, forfeited accounts totaled $1,288,268 and $2,524,202, respectively. During 2014, employer contributions were reduced by $2,499,845 from forfeited accounts.
Plan Year – The Plan year is January 1 to December 31.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting – The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein. Actual results may differ from these estimates.
Risks and Uncertainties – The Plan provides various investment options to its participants. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the value of the participants’ account balances and the amounts reported in the financial statements.
Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion on fair value measurements.
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared using the contract value basis.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Payments of Benefits – Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid at December 31, 2014.
Administrative Expenses – Administrative expenses of the Plan are paid by the Plan Sponsor as provided in the plan document.
Management Fees and Operating Expenses – All investment management and transaction fees directly related to the Plan investments are paid by the Plan. Management fees and operating expenses charged to the Plan for investments are deducted
from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Excess Contributions Payable – The Plan is required to return contributions received during the Plan year in excess of the IRC limits. There were no excess contributions as of December 31, 2014. Excess contributions as of December 31, 2013 were insignificant.
Recent Accounting Pronouncements – In May 2015, the FASB issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under ASC 820. ASU 2015-07 is effective for the Plan retrospectively for the year ending December 31, 2016 with early adoption permitted. Plan management is currently evaluating the impact of the pending adoption of ASU 2015-07 on the Plan’s financial statements.
Note 3 - Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:
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• | Level 1 – inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities |
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• | Level 2 – inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly |
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• | Level 3 – inputs to the valuation techniques that are unobservable for the assets or liabilities |
The following tables present the Plan’s participant-directed investments measured at fair value on a recurring basis as of December 31, 2014, and 2013, respectively:
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| | | Fair Value Measurements at Reporting Date Using |
| December 31, 2014 |
| | Level 1 |
| | Level 2 |
| | Level 3 |
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Participant-directed investments at fair value: | | | | | | | |
Common stock | $ | 3,020,943,053 |
| | $ | 3,020,943,053 |
| | $ | — |
| | $ | — |
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Mutual funds: | | | | | | | |
Large-cap | 271,174,945 |
| | 271,174,945 |
| | — |
| | — |
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Mid-cap | 259,831,806 |
| | 259,831,806 |
| | — |
| | — |
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Small-cap | 126,743,978 |
| | 126,743,978 |
| | — |
| | — |
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Intermediate bond | 44,092,017 |
| | 44,092,017 |
| | — |
| | — |
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International | 126,562,674 |
| | 126,562,674 |
| | — |
| | — |
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Collective trusts: | | | | | | | |
Target retirement date | 890,198,141 |
| | — |
| | 890,198,141 |
| | — |
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Separately managed accounts (1): | | | | | | | |
U.S. equities | 345,867,354 |
| | 345,867,354 |
| | — |
| | — |
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International equities | 969,254 |
| | 969,254 |
| | — |
| | — |
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Money market mutual funds | 24,477,371 |
| | 24,477,371 |
| | — |
| | — |
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Corporate bonds | 635,672 |
| | 635,672 |
| | — |
| | — |
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Galliard Stable Value Fund | 266,140,177 |
| | — |
| | 266,140,177 |
| | — |
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Total participant-directed investments at fair value | $ | 5,377,636,442 |
| | $ | 4,221,298,124 |
| | $ | 1,156,338,318 |
| | $ | — |
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(1) | The balances included here represent the fair values of the underlying securities of the Diamond Hill Value Account and the T. Rowe Price Mid-Cap Value Account. |
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| | | Fair Value Measurements at Reporting Date Using |
| December 31, 2013 |
| | Level 1 |
| | Level 2 |
| | Level 3 |
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Participant-directed investments at fair value: | | | | | | | |
Common stock | $ | 2,368,008,225 |
| | $ | 2,368,008,225 |
| | $ | — |
| | $ | — |
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Mutual funds: | | | | | | | |
Large-cap | 234,401,770 |
| | 234,401,770 |
| | — |
| | — |
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Mid-cap | 230,839,028 |
| | 230,839,028 |
| | — |
| | — |
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Small-cap | 129,151,139 |
| | 129,151,139 |
| | — |
| | — |
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Intermediate bond | 41,507,585 |
| | 41,507,585 |
| | — |
| | — |
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International | 129,486,822 |
| | 129,486,822 |
| | — |
| | — |
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Collective trusts: |
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Target retirement date | 772,247,128 |
| | — |
| | 772,247,128 |
| | — |
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Separately managed accounts (2): |
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U.S. equities | 303,571,861 |
| | 303,571,861 |
| | — |
| | — |
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International equities | 14,486,694 |
| | 14,486,694 |
| | — |
| | — |
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Money market mutual funds | 12,261,048 |
| | 12,261,048 |
| | — |
| | — |
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Corporate bonds | 987,526 |
| | 987,526 |
| | — |
| | — |
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Galliard Stable Value Fund | 257,301,354 |
| | — |
| | 257,301,354 |
| | — |
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Total participant-directed investments at fair value | $ | 4,494,250,180 |
| | $ | 3,464,701,698 |
| | $ | 1,029,548,482 |
| | $ | — |
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(2) | The balances included here represent the fair values of the underlying securities of the American Century Value Account and the T. Rowe Price Mid-Cap Value Account. |
There were no transfers between Levels 1, 2 or 3 during any of the periods presented.
When available, quoted prices in active markets are used to determine fair value. When quoted prices in active markets are available, investments are classified within Level 1 of the fair value hierarchy. When quoted prices are not available, fair values are determined using pricing models, and the inputs to those pricing models are based on observable market inputs.
The Plan’s investments in common stock are valued based upon the closing price reported on the recognized securities exchange on which the individual security is traded. The Plan’s investments in mutual funds are valued at the quoted market prices, which represent the net asset values of shares held by the Plan. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission and are deemed to be actively traded. The Plan’s investments in the separately managed accounts are valued based on the fair value of the underlying investments. The underlying investments consist of marketable securities and were valued based upon the closing price reported on the recognized securities exchange on which the individual security is traded. The Plan’s investments in the target retirement date funds were valued at the net asset value of units of a bank collective trust. Unit values are determined by the organization sponsoring such collective trusts by dividing the collective trusts’ net assets at fair value by its units outstanding at each valuation date. These funds were valued using the quoted prices of the underlying securities, which represent the net asset value of shares held by the Plan. The stable value fund held at December 31, 2014 and 2013, was valued at the net asset value of units of the collective trust. The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.
Note 4 - Investments
The following table presents the fair value of investments that represent 5% or more of the Plan's net assets available for benefits as of December 31, 2014 and 2013:
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| December 31, 2014 |
| | December 31, 2013 |
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Lowe's Companies, Inc. common stock (1) | $ | 3,020,943,053 |
| | $ | 2,368,008,225 |
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Galliard Stable Value Fund (2) | 266,140,177 |
| | 257,301,354 |
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Mutual fund - T. Rowe Price Mid-Cap Growth Fund (2) | 259,831,806 |
| | 230,839,028 |
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(1) | Represents a party-in-interest to the Plan. The Plan held 43,909,056 shares and 47,790,277 shares at December 31, 2014 and 2013, respectively. |
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(2) | The balance at December 31, 2013 represents 5% or more of the Plan's net assets available for benefits, whereas the balance at December 31, 2014 represents less than 5% of the Plan's net assets available for benefits but has been included here for comparative purposes. |
During the year ended December 31, 2014, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,002,127,451 as follows:
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| December 31, 2014 |
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Common stock | $ | 851,430,071 |
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Mutual funds: | |
Large-cap | 20,506,935 |
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Mid-cap | 31,409,013 |
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Small-cap | 3,824,300 |
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Intermediate bond | 143,064 |
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International | (5,210,126 | ) |
Separately managed accounts | 42,832,411 |
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Collective trusts: | |
Target retirement date | 57,191,783 |
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Net appreciation in fair value of investments | $ | 1,002,127,451 |
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Note 5 - Fully Benefit-Responsive Investments
The Galliard Stable Value Fund (the Fund) is a separately managed account sponsored by Galliard Capital Management Inc. (Galliard). The beneficial interest of each participant is represented by units, with each unit representing an equal undivided interest in the underlying assets. Unit values are calculated daily and reflect the investment experience of the assets on that day. All contributions, interest, dividend or other income is reinvested in the Fund on a daily basis. Participants ordinarily may direct either the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses.
The Fund is an investment option that seeks to provide safety of principal and a stable credited rate of interest, while generating competitive returns over time compared to other comparable investments. The Fund invests in assets, typically investment grade fixed income securities or bond funds, and enters into wrap contracts issued by third parties. As of December 31, 2014, the Fund held five separate wrap contracts with insurance companies. A wrap contract is an agreement by another party, such as a bank or insurance company, to make payments to the Fund in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a constant net asset value and protect a portfolio in extreme circumstances.
The wrap contracts contain provisions that limit the ability of the Fund to transact at contract value upon the occurrence of certain events which include: a substantive modification of the Fund or its administration; the complete or partial termination of the Plan or its merger with another plan; the transfer of assets from the Fund directly into a competing investment option; the redemption of all or a portion of the interest in the Fund due to the removal of a specifically identifiable group of employees from coverage under the participating plan, the closing or sale of a subsidiary, the bankruptcy or insolvency of a plan sponsor, the merger of the plan with another plan, or the plan sponsor's establishment of another tax qualified defined contribution plan. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.
In the event the wrap contracts fail to perform as intended, the Fund’s net asset value may decline if the market value of its assets declines. The Fund’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations, which may be affected by future economic and regulatory developments. The Fund is unlikely to maintain a stable net asset value if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets.
The wrap contracts are contractually obligated to pay the principal and a guaranteed interest rate for a specified period. Such interest rates are reviewed on a quarterly basis for resetting. The crediting interest rate is based on a formula agreed upon with the wrap contract providers, but may not be less than 0%. The crediting rate of the contract will track current market yields on a trailing basis. Primary variables impacting future crediting rates of the Fund include the current yield, duration, and existing difference between market and contract value of the underlying assets within the wrap contract. The average yields earned by the Fund are as follows:
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| December 31, 2014 |
| | December 31, 2013 |
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Based on actual earnings (1) | 1.37 | % | | 1.39 | % |
Based on interest rate credited to participants (2) | 1.94 | % | | 2.08 | % |
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(1) | Calculated by dividing the annualized earnings of all investments in the Fund by the period end fair value. |
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(2) | Calculated by dividing the annualized earnings credited to participants in the Fund (the crediting rate) by the period end fair value. |
Both the Plan and the wrap providers have the right to cancel the wrap contracts under certain circumstances. The wrap contracts contain termination provisions, allowing the Fund or the wrap providers to terminate with notice, at any time at fair value, and provide for automatic termination of the contract if the contract value or the fair value of the underlying portfolio equals zero. The wrap providers are obligated to pay the excess contract value when the fair value of the underlying portfolio equals zero. In addition, if the Fund defaults on its obligations under these wrap agreements, and such default is not corrected within the time permitted by these contracts, then the contracts may be terminated by the wrap provider and the Fund will receive the fair value as of the date of termination.
Note 6 - Plan Termination
Although it has not expressed any intention to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.
Note 7 - Exempt Party-In-Interest Transactions
Certain investments of the Plan include shares of common stock of Lowe’s Companies, Inc., the Plan Sponsor, shares of common stock of Wells Fargo, the Plan’s trustee and recordkeeper, and funds managed by Wells Fargo. Transactions in these investments qualify as exempt party-in-interest transactions. Fees paid for investment management services were included as a reduction of the return earned on each investment.
At December 31, 2014, and 2013, the Plan held 43,909,056 shares and 47,790,277 shares, respectively, of common stock of Lowe’s Companies, Inc., with a cost basis of $962,203,238 and $918,759,319, respectively. For the year ended December 31, 2014, the Plan recorded dividend income of $37,787,063 from these shares.
Note 8 - Tax Status
The IRS has determined and informed the Company by a letter dated August 7, 2014 that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has been amended since receiving the
determination letter. However, Plan management believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Plan management believes it is no longer subject to income tax examinations for years prior to 2011.
Note 9 - Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the net assets available for benefits per the financial statements to the Plan's Form 5500 as of December 31, 2014 and 2013:
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| | | | | | | |
| December 31, 2014 |
| | December 31, 2013 |
|
Net assets available for benefits per the financial statements | $ | 5,372,564,407 |
| | $ | 4,488,846,858 |
|
Adjustment from contract value to fair value for fully benefit-responsive stable value fund | 4,323,637 |
| | — |
|
Total net assets per the Plan's Form 5500 | $ | 5,376,888,044 |
| | $ | 4,488,846,858 |
|
The following is a reconciliation of the net increase in assets available for benefits per the financial statements to the Plan's Form 5500 as of December 31, 2014 and 2013:
|
| | | | | | | |
| December 31, 2014 |
| | December 31, 2013 |
|
Net increase in net assets available for benefits per the financial statements | $ | 883,717,549 |
| | $ | 969,300,433 |
|
Net change in adjustment from contract value to fair value for fully benefit-responsive stable value fund | 4,323,637 |
| | — |
|
Net income per the Plan's Form 5500 | $ | 888,041,186 |
| | $ | 969,300,433 |
|
The fair value adjustment represented the differences between contract values of certain fully benefit-responsive contracts within the Galliard Stable Value Fund as included in the statements of changes in net assets available for benefits for the year ended December 31, 2014, and the respective fair values of these contracts as reported in the Plan's Form 5500. All fully benefit-responsive contracts were reported at fair value per the Plan's Form 5500 as of December 31, 2014, with the exception of one underlying investment of the Galliard Stable Value Fund, which is held in the general account of Metropolitan Life Insurance Company and, therefore, is stated at contract value for Form 5500 reporting purposes.
Note 10 - Delinquent Participant Contributions
During the 2013 Plan year, salary deferral contributions in the amount of $1,230 for 35 participants were not deposited into the Plan within the time frame prescribed by the DOL. The failure to timely deposit these salary deferral contributions into the Plan is prohibited according to ERISA. In 2014, the Company reimbursed the Plan for the delayed deferral contributions in the amount of $1,230 plus lost interest related to the usage of funds.
During the 2014 Plan year, salary deferral contributions in the amount of $9 for one participant were not deposited into the Plan within the time frame prescribed by the DOL. The failure to timely deposit these salary deferral contributions into the Plan is prohibited according to ERISA. In 2015, the Company reimbursed the Plan for the delayed deferral contributions in the amount of $9 plus lost interest related to the usage of funds.
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
EMPLOYER-RELATED INVESTMENTS: | | | |
*Lowe's Companies, Inc. | Common Stock | ** | $ | 3,020,943,053 |
|
| | | |
Total employer-related investments | | | 3,020,943,053 |
|
| | | |
COLLECTIVE TRUSTS: | | | |
Vanguard Fiduciary Target Retirement Institutional | Collective Trust | ** | 27,825,239 |
|
Vanguard Fiduciary Target Retirement 2010 | Collective Trust | ** | 23,415,397 |
|
Vanguard Fiduciary Target Retirement 2015 | Collective Trust | ** | 59,384,729 |
|
Vanguard Fiduciary Target Retirement 2020 | Collective Trust | ** | 113,980,352 |
|
Vanguard Fiduciary Target Retirement 2025 | Collective Trust | ** | 125,912,084 |
|
Vanguard Fiduciary Target Retirement 2030 | Collective Trust | ** | 109,016,048 |
|
Vanguard Fiduciary Target Retirement 2035 | Collective Trust | ** | 101,342,947 |
|
Vanguard Fiduciary Target Retirement 2040 | Collective Trust | ** | 86,695,946 |
|
Vanguard Fiduciary Target Retirement 2045 | Collective Trust | ** | 93,673,849 |
|
Vanguard Fiduciary Target Retirement 2050 | Collective Trust | ** | 126,021,457 |
|
Vanguard Fiduciary Target Retirement 2055 | Collective Trust | ** | 22,930,093 |
|
| | | |
Total collective trusts | | | 890,198,141 |
|
| | | |
REGISTERED INVESTMENT COMPANIES: | | | |
American Funds Europacific Growth Fund | Mutual Fund | ** | 126,562,674 |
|
Eagle Small Cap Growth Fund | Mutual Fund | ** | 81,084,615 |
|
American Funds New Economy R6 Fund | Mutual Fund | ** | 100,875,097 |
|
PIMCO Total Return Fund | Mutual Fund | ** | 44,092,017 |
|
T Rowe Price Institutional Mid Cap Equity Growth Fund | Mutual Fund | ** | 259,831,806 |
|
T Rowe Price Small Cap Value Fund | Mutual Fund | ** | 45,659,363 |
|
Vanguard Institutional Index Fund | Mutual Fund | ** | 170,299,848 |
|
| | | |
Total registered investment companies | | | 828,405,420 |
|
| | | |
SEPARATELY MANAGED ACCOUNTS: | | | |
Galliard Stable Value Fund: | | | |
*Wells Fargo Fixed Income Fund E | Collective Trust | ** | 20,072,140 |
|
*Wells Fargo Fixed Income Fund F | Collective Trust | ** | 85,411,449 |
|
*Wells Fargo Fixed Income Fund M | Collective Trust | ** | 26,876,505 |
|
*Wells Fargo Fixed Income Fund N | Collective Trust | ** | 26,835,497 |
|
*Wells Fargo Fixed Income Fund Q | Collective Trust | ** | 25,241,600 |
|
*Wells Fargo Short Term Investment Fund S | Collective Trust | ** | 30,211,862 |
|
Metropolitan Life Insurance Company | Insurance Company General Account | ** | 50,162,106 |
|
Metropolitan Life Insurance Company | Wrapper Contract | ** | 13,477 |
|
Total Galliard Stable Value Fund | | | 264,824,636 |
|
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
| | | |
Diamond Hill Value Account: | | | |
Abbott Laboratories | Common Stock | ** | 5,895,144 |
|
American International Group, Inc. | Common Stock | ** | 6,031,717 |
|
Apple Inc. | Common Stock | ** | 3,409,086 |
|
Baxter International Inc. | Common Stock | ** | 2,410,142 |
|
Boston Scientific Corporation | Common Stock | ** | 4,058,475 |
|
Capital One Financial Corporation | Common Stock | ** | 3,939,286 |
|
Cimarex Energy Co. | Common Stock | ** | 3,836,140 |
|
Cisco Systems, Inc. | Common Stock | ** | 3,674,083 |
|
Citigroup Inc. | Common Stock | ** | 5,755,140 |
|
Comcast Corporation | Common Stock | ** | 3,979,486 |
|
Devon Energy Corporation | Common Stock | ** | 5,869,733 |
|
The Walt Disney Company | Common Stock | ** | 3,992,243 |
|
Dover Corporation | Common Stock | ** | 3,416,024 |
|
EOG Resources, Inc. | Common Stock | ** | 4,912,395 |
|
Eastman Chemical Co. | Common Stock | ** | 1,763,366 |
|
Express Scripts Holding Company | Common Stock | ** | 3,852,485 |
|
Franklin Resources, Inc. | Common Stock | ** | 2,891,421 |
|
Gannett Co., Inc. | Common Stock | ** | 2,558,232 |
|
The Goodyear Tire & Rubber Company | Common Stock | ** | 2,909,855 |
|
Illinois Tool Works Inc. | Common Stock | ** | 3,594,339 |
|
International Business Machines Corporation | Common Stock | ** | 3,144,624 |
|
JPMorgan Chase & Co. | Common Stock | ** | 5,776,134 |
|
Juniper Networks, Inc. | Common Stock | ** | 2,462,900 |
|
Kimberly-Clark Corporation | Common Stock | ** | 4,287,689 |
|
Linear Technology Corporation | Common Stock | ** | 1,995,000 |
|
Marsh & McLennan Companies, Inc. | Common Stock | ** | 4,135,590 |
|
McDonald's Corp. | Common Stock | ** | 1,477,181 |
|
Medtronic plc | Common Stock | ** | 5,939,894 |
|
MetLife, Inc. | Common Stock | ** | 2,441,623 |
|
Microsoft Corporation | Common Stock | ** | 4,605,982 |
|
Morgan Stanley | Common Stock | ** | 6,325,758 |
|
Occidental Petroleum Corporation | Common Stock | ** | 3,171,197 |
|
The PNC Financial Services Group, Inc. | Common Stock | ** | 4,496,271 |
|
Parker-Hannifin Corporation | Common Stock | ** | 4,286,298 |
|
Pfizer Inc. | Common Stock | ** | 5,897,785 |
|
Philip Morris International, Inc. | Common Stock | ** | 2,632,871 |
|
Praxair Inc. | Common Stock | ** | 1,935,626 |
|
The Procter & Gamble Company | Common Stock | ** | 6,456,459 |
|
Progressive Corp. | Common Stock | ** | 3,902,349 |
|
Prudential Financial, Inc. | Common Stock | ** | 4,942,734 |
|
Stryker Corporation | Common Stock | ** | 2,406,830 |
|
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
Sysco Corporation | Common Stock | ** | 2,913,246 |
|
The TJX Companies, Inc. | Common Stock | ** | 4,179,608 |
|
3M Company | Common Stock | ** | 1,330,992 |
|
Twenty-First Century Fox, Inc. | Common Stock | ** | 3,091,382 |
|
United Technologies Corporation | Common Stock | ** | 6,797,650 |
|
V.F. Corporation | Common Stock | ** | 4,209,380 |
|
Vantiv, Inc. | Common Stock | ** | 2,446,310 |
|
*Wells Fargo & Company | Common Stock | ** | 1,978,454 |
|
Whirlpool Corp. | Common Stock | ** | 3,752,744 |
|
*Wells Fargo Advantage 100% Treasury Money Market Fund | Money Market Fund | ** | 4,868,343 |
|
Total Diamond Hill Value Account | | | 197,037,696 |
|
| | | |
T. Rowe Price Mid-Cap Value Account: | | | |
AVX Corporation | Common Stock | ** | 642,600 |
|
Abercrombie & Fitch Co. | Common Stock | ** | 346,544 |
|
ADTRAN, Inc. | Common Stock | ** | 861,100 |
|
Ally Financial Inc. | Common Stock | ** | 1,934,478 |
|
American Electric Power Co., Inc. | Common Stock | ** | 1,505,856 |
|
American Eagle Outfitters, Inc. | Common Stock | ** | 337,284 |
|
Applied Materials, Inc. | Common Stock | ** | 2,708,804 |
|
Archer-Daniels-Midland Company | Common Stock | ** | 1,206,400 |
|
Avalonbay Communities, Inc. | Common Stock | ** | 637,221 |
|
Avon Products, Inc. | Common Stock | ** | 670,446 |
|
Broadcom Corp. | Common Stock | ** | 1,078,917 |
|
C.H. Robinson Worldwide, Inc. | Common Stock | ** | 2,988,111 |
|
CIT Group Inc. | Common Stock | ** | 2,520,641 |
|
CNA Financial Corporation | Common Stock | ** | 1,900,661 |
|
Cablevision Systems Corporation | Common Stock | ** | 2,470,608 |
|
California Resources Corporation | Common Stock | ** | 380,741 |
|
Calpine Corp. | Common Stock | ** | 829,875 |
|
Cameco Corporation | Common Stock | ** | 1,537,617 |
|
Capitol Federal Financial, Inc. | Common Stock | ** | 1,191,096 |
|
CarMax Inc. | Common Stock | ** | 705,748 |
|
Cintas Corporation | Common Stock | ** | 2,368,888 |
|
The Clorox Company | Common Stock | ** | 708,628 |
|
Coach, Inc. | Common Stock | ** | 1,258,260 |
|
Commerce Bancshares, Inc. | Common Stock | ** | 686,751 |
|
Compania de Minas Buenaventura S.A.A. | Common Stock | ** | 539,184 |
|
CONSOL Energy, Inc. | Common Stock | ** | 1,092,063 |
|
Dean Foods Company | Common Stock | ** | 424,422 |
|
DreamWorks Animation SKG, Inc. Class A | Common Stock | ** | 401,940 |
|
Duke Energy Corporation | Common Stock | ** | 420,457 |
|
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
E*Trade Financial Corporation | Common Stock | ** | 3,630,974 |
|
Expeditors International of Washington Inc. | Common Stock | ** | 1,405,215 |
|
Exterran Holdings, Inc. | Common Stock | ** | 1,081,656 |
|
Factset Research Systems Inc. | Common Stock | ** | 182,975 |
|
Fidelity National Financial, Inc. | Common Stock | ** | 1,889,031 |
|
Fidelity National Financial Ventures | Common Stock | ** | 195,207 |
|
First American Financial Corporation | Common Stock | ** | 2,715,390 |
|
First Horizon National Corporation | Common Stock | ** | 2,349,340 |
|
First Niagra Financial Group Inc. | Common Stock | ** | 1,508,127 |
|
FirstEnergy Corp. | Common Stock | ** | 4,359,472 |
|
Flowers Foods, Inc. | Common Stock | ** | 531,563 |
|
Franco-Nevada Corporation | Common Stock | ** | 585,361 |
|
The Gap, Inc. | Common Stock | ** | 450,577 |
|
Graham Holdings Company | Common Stock | ** | 604,597 |
|
Haemonetics Corporation | Common Stock | ** | 557,558 |
|
Harsco Corporation | Common Stock | ** | 933,166 |
|
Hasbro Inc. | Common Stock | ** | 296,946 |
|
HEALTHSOUTH Corp. | Common Stock | ** | 1,107,648 |
|
Hess Corporation | Common Stock | ** | 930,132 |
|
Hologic Inc. | Common Stock | ** | 2,607,150 |
|
Hospira Inc. | Common Stock | ** | 3,944,500 |
|
Houghton Mifflin Harcourt Company | Common Stock | ** | 470,117 |
|
Humana Inc. | Common Stock | ** | 1,105,951 |
|
KBR, Inc. | Common Stock | ** | 1,523,805 |
|
KLX Inc. | Common Stock | ** | 231,000 |
|
Kellogg Company | Common Stock | ** | 889,984 |
|
Kemper Corporation | Common Stock | ** | 1,426,345 |
|
Kohl's Corp. | Common Stock | ** | 2,630,824 |
|
The Kroger Co. | Common Stock | ** | 1,996,931 |
|
Legg Mason Inc. | Common Stock | ** | 917,964 |
|
Loews Corporation | Common Stock | ** | 798,380 |
|
Lonmin Plc | Common Stock | ** | 535,044 |
|
Louisiana-Pacific Corp. | Common Stock | ** | 1,059,840 |
|
ManpowerGroup Inc. | Common Stock | ** | 1,441,796 |
|
Marsh & McLennan Companies, Inc. | Common Stock | ** | 3,331,368 |
|
Mattel, Inc. | Common Stock | ** | 1,875,267 |
|
McCormick & Company, Incorporated | Common Stock | ** | 973,330 |
|
MeadWestvaco Corporation | Common Stock | ** | 1,660,186 |
|
Murphy Oil Corporation | Common Stock | ** | 1,348,884 |
|
NRG Energy, Inc. | Common Stock | ** | 2,231,460 |
|
Newmont Mining Corporation | Common Stock | ** | 1,583,820 |
|
News Corporation | Common Stock | ** | 1,863,972 |
|
Northern Trust Corporation | Common Stock | ** | 3,855,280 |
|
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
PHH Corporation | Common Stock | ** | 1,571,776 |
|
PPL Corporation | Common Stock | ** | 225,246 |
|
Packaging Corporation Of America | Common Stock | ** | 1,717,100 |
|
Progressive Corp. | Common Stock | ** | 1,279,326 |
|
Quest Diagnostics Incorporated | Common Stock | ** | 2,052,036 |
|
Rayonier Inc. | Common Stock | ** | 2,039,620 |
|
The St. Joe Company | Common Stock | ** | 869,847 |
|
Scholastic Corporation | Common Stock | ** | 895,932 |
|
The Scotts Miracle-Gro Company | Common Stock | ** | 1,688,872 |
|
Seacor Holdings Inc. | Common Stock | ** | 465,003 |
|
Select Medical Holdings Corporation | Common Stock | ** | 1,687,680 |
|
Southwest Airlines Co. | Common Stock | ** | 1,151,104 |
|
Strayer Education Inc. | Common Stock | ** | 1,433,604 |
|
SunTrust Banks, Inc. | Common Stock | ** | 871,520 |
|
Sysco Corporation | Common Stock | ** | 3,210,921 |
|
Talisman Energy Inc. | Common Stock | ** | 2,625,399 |
|
Telephone & Data Systems Inc. | Common Stock | ** | 1,307,193 |
|
Tenet Healthcare Corporation | Common Stock | ** | 1,071,671 |
|
Textron Inc. | Common Stock | ** | 4,813,173 |
|
Thoratec Corp. | Common Stock | ** | 376,536 |
|
Tootsie Roll Industries Inc. | Common Stock | ** | 324,124 |
|
Tribune Media Company | Common Stock | ** | 699,309 |
|
Visteon Corporation | Common Stock | ** | 459,498 |
|
Vulcan Materials Company | Common Stock | ** | 2,543,751 |
|
Washington Real Estate Investment Trust | Common Stock | ** | 921,078 |
|
Weingarten Realty Investors | Common Stock | ** | 506,340 |
|
Westamerica Bancorp. | Common Stock | ** | 960,792 |
|
Weyerhaeuser Co. | Common Stock | ** | 1,826,801 |
|
WPX Energy, Inc. | Common Stock | ** | 2,302,740 |
|
Xylem Inc. | Common Stock | ** | 921,294 |
|
Zoetis Inc. | Common Stock | ** | 2,190,227 |
|
Grouple Bruxelles Lambert S.A. | Common Stock | ** | 197,852 |
|
Bunge Limited | Common Stock | ** | 3,545,490 |
|
Enstar Group Limited | Common Stock | ** | 259,913 |
|
Ingersoll-Rand Public Limited Company | Common Stock | ** | 253,560 |
|
Marvell Technology Group Ltd. | Common Stock | ** | 939,600 |
|
OneBeacon Insurance Group, Ltd. | Common Stock | ** | 278,640 |
|
White Mountains Insurance Group, Ltd. | Common Stock | ** | 2,331,407 |
|
Willis Group Holdings Public Limited Company | Common Stock | ** | 569,087 |
|
ASML Holding N.V. | Common Stock | ** | 537,317 |
|
Sankyo Co. Ltd. | Common Stock | ** | 323,025 |
|
Franco-Nevada Corporation (CAD) | Common Stock | ** | 448,377 |
|
Lowe's 401(k) Plan
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2014
|
| | | |
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Cost | Current Value |
|
| | | | | |
*Wells Fargo Advantage Treasury Plus Money Market Fund | Money Market Fund | ** | 19,609,028 |
|
UTi Worldwide Inc. | 4.5%, $573,000 par, due 3/1/19 | ** | 635,672 |
|
Total T. Rowe Price Mid-Cap Value Account | | | 174,911,955 |
|
| | | |
Total separately managed accounts | | | 636,774,287 |
|
| | | |
Total investments*** | | | $ | 5,376,320,901 |
|
* Permitted party-in-interest
** Cost information is not required for participant-directed investments and, therefore, is not included.
| |
*** | All investments were stated at fair value as of December 31, 2014 with the exception of one underlying investment of the Galliard Stable Value Fund, which is held in the general account of Metropolitan Life Insurance Company and, therefore, is stated at contract value. |
EIN: 56-0578072
Plan No: 003
Form 5500, Schedule H, Part IV, Line 4a –
Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2014
|
| | | | | | | | | | | | | | |
| | | Total that Constitute Nonexempt Prohibited Transactions | |
| Participant Contributions Transferred Late to the Plan | | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction in VFCP | Total Fully Corrected under VFCP and PTE 2002-51 |
o | Check here if late participant loan contributions are included | | $ | — |
| $ | 1,239 |
| $ | — |
| $ | — |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | |
| | LOWE'S 401(k) PLAN |
| | |
June 26, 2015 | | By: /s/ Matthew V. Hollifield |
Date | | Matthew V. Hollifield Senior Vice President and Chief Accounting Officer |
|
| | |
EXHIBIT INDEX |
| | |
Exhibit No. | | Description |
| | |
23 | | Consent of Independent Registered Public Accounting Firm |