2013.12.31 11K 401(k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K

ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2013
 
 
or
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____

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 -

 
Page No.
 
 
 
 
 
 
 
 
 
 
Supplemental Schedules as of and for the year ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
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.


2

Table of Contents

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, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. 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, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2013 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
 
/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina
June 27, 2014


3

Table of Contents

Lowe's 401(k) Plan
Statements of Net Assets Available for Benefits
 
 
 
 
 
December 31, 2013
 
December 31, 2012
Assets
 
 
 
Cash
$
2,330,009

 
$
1,216,491

Participant-directed investments at fair value
4,494,250,180

 
3,533,690,090

Receivables:
 
 
 
Due from broker for securities sold
2,508,358

 
4,620,232

Total receivables
2,508,358

 
4,620,232

 
 
 
 
Total assets
4,499,088,547

 
3,539,526,813

 
 
 
 
Liabilities
 
 
 
 
 
 
 
Due to broker for securities purchased
4,640,140

 
5,706,332

 
 
 
 
Net assets available for benefits at fair value
4,494,448,407

 
3,533,820,481

 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive stable value fund
(5,601,549
)
 
(14,274,056
)
 
 
 
 
Net assets available for benefits
$
4,488,846,858

 
$
3,519,546,425

 
See accompanying notes to financial statements.


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Lowe's 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
 
Year Ended
 
December 31, 2013
Additions
 
Investment income:
 
Net appreciation in fair value of investments
$
1,069,931,939

Dividends
39,861,948

Interest
6,236,580

Total investment income
1,116,030,467

 
 
Contributions:
 
Participant contributions
227,820,191

Employer contributions
147,031,081

Total contributions
374,851,272

 
 
Total additions
1,490,881,739

 
 
Deductions
 
Benefits paid to participants
521,581,306

 
 
Total deductions
521,581,306

 
 
Net increase in net assets
969,300,433

 
 
Net assets available for benefits
 
Beginning of year
3,519,546,425

End of year
$
4,488,846,858

 
 
See accompanying notes to financial statements.

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Table of Contents

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 - Each year, participants may contribute from 1% to 50% of their pre-tax annual compensation, as defined by the Plan, subject to the Internal Revenue Code limitations. 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. For 2013, the maximum annual amount of catch up that could be contributed was $5,500. The Company makes contributions to the Plan each payroll period, based upon a matching formula applied to employee deferrals (the Company Match). The Company Match formula is as follows: the first 3% of contributions are matched by the Plan Sponsor at the rate of 100%; the next 2% of contributions are matched at the rate of 50%; and the next 1% of contributions are matched at the rate of 25%. Participants are eligible to receive the Company Match pursuant to the terms of the Plan. Participants may also contribute amounts representing eligible rollover distributions from other qualified plans.

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 and charged with benefit payments 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 - All participants are 100% vested in the Plan at all times.

Investments – As of December 31, 2013, 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 separate accounts which are privately managed investment accounts 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

6

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requesting a distribution through the Retirement Service Center. The distribution may be transferred to either an IRA or paid directly to the participant.

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 utilizes various investment instruments. 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. Refer to Note 3 for additional details regarding the Plan’s valuation methods.

The fully benefit-responsive stable value fund held at December 31, 2013, and 2012, is stated at fair value and then adjusted to be presented on a contract value basis in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income are recorded on an accrual basis. Dividends are accrued based on the ex-dividend date. Interest earned on the stable value fund held at December 31, 2013, and 2012, is reinvested on a daily basis.

Investment management expenses charged to the Plan for investments in the mutual funds, separate accounts and collective trusts are deducted from income earned on a daily basis and are not separately reflected. Consequently, investment management expenses are reflected as a reduction of investment return for such investments.

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, 2013. Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, were $131,579 at December 31, 2012.

Administrative Expenses - As provided by the Plan document, administrative expenses (excluding certain investment management expenses) of the Plan are paid by the Plan Sponsor.

Excess Contributions Payable - The Plan is required to return contributions received during the Plan year in excess of the Internal Revenue Code (the IRC) limits. There were no excess contributions as of December 31, 2013, and 2012.

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:

Level 1 inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities
Level 2 – inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly
Level 3 – inputs to the valuation techniques that are unobservable for the assets or liabilities


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Table of Contents

The following tables present the Plan’s participant-directed investments measured at fair value on a recurring basis as of December 31, 2013, and 2012, respectively:
 
 
 
Fair Value Measurements at Reporting Date Using
 
December 31, 2013
 
Level 1
 
Level 2
 
Level 3
Participant-directed investments at fair value:
 
 
 
 
 
 
 
Common stock
$
2,368,008,225

 
$
2,368,008,225

 
$

 
$

Mutual funds:
 
 
 
 
 
 
 
Large-cap
234,401,770

 
234,401,770

 

 

Mid-cap
230,839,028

 
230,839,028

 

 

Small-cap
129,151,139

 
129,151,139

 

 

Intermediate bond
41,507,585

 
41,507,585

 

 

International
129,486,822

 
129,486,822

 

 

Collective trusts:
 
 
 
 
 
 
 
Target retirement date
772,247,128

 

 
772,247,128

 

Separate accounts: (1)
 
 
 
 
 
 
 
U.S. equities
303,571,861

 
303,571,861

 

 

International equities
14,486,694

 
14,486,694

 

 

Money market mutual funds
11,764,665

 
11,764,665

 

 

Corporate bonds
987,526

 
987,526

 

 

Accrued income receivable
508,664

 
508,664

 

 

Receivables for investment securities sold
1,540,606

 
1,540,606

 

 

Payables for investment securities purchased
(1,170,595
)
 
(1,170,595
)
 

 

Accrued expenses
(382,292
)
 
(382,292
)
 

 

Galliard Stable Value Fund
257,301,354

 

 
257,301,354

 

Total participant-directed investments at fair value
$
4,494,250,180

 
$
3,464,701,698

 
$
1,029,548,482

 
$


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Fair Value Measurements at Reporting Date Using
 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
Participant-directed investments at fair value:
 
 
 
 
 
 
 
Common stock
$
1,851,440,502

 
$
1,851,440,502

 
$

 
$

Mutual funds:
 
 
 
 
 
 
 
Large-cap
161,220,511

 
161,220,511

 

 

Mid-cap
168,759,545

 
168,759,545

 

 

Small-cap
89,379,268

 
89,379,268

 

 

Intermediate bond
47,174,517

 
47,174,517

 

 

International
106,691,948

 
106,691,948

 

 

Collective trusts:


 
 
 
 
 
 
Target retirement date
584,022,126

 

 
584,022,126

 

Separate accounts: (1)


 
 
 
 
 
 
U.S. equities
221,961,143

 
221,961,143

 

 

International equities
18,458,827

 
18,458,827

 

 

Money market mutual funds
11,173,422

 
11,173,422

 

 

Corporate bonds
404,337

 
404,337

 

 

Exchange traded funds
401,479

 
401,479

 

 

Accrued income receivable
280,876

 
280,876

 

 

Receivables for investment securities sold
322,003

 
322,003

 

 

Payables for investment securities purchased
(718,010
)
 
(718,010
)
 

 

Accrued expenses
(302,774
)
 
(302,774
)
 

 

Galliard Stable Value Fund
273,020,370

 

 
273,020,370

 

Total participant-directed investments at fair value
$
3,533,690,090

 
$
2,676,647,594

 
$
857,042,496

 
$

(1) 
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 separate 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, 2013 and 2012, 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, 2013, and 2012:

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Table of Contents

 
December 31, 2013
 
December 31, 2012
Lowe's Companies, Inc. common stock (1)
$
2,368,008,225

 
$
1,851,440,502

Galliard Stable Value Fund
$
257,301,354

 
$
273,020,370

Mutual fund - T. Rowe Price Mid-Cap Growth Fund (2)
$
230,839,028

 
$
168,759,545


(1) 
Represents a party-in-interest to the Plan. The Plan held 47,790,277 shares and 52,123,888 shares at December 31, 2013, and 2012, respectively.
(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, 2012 represented 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, 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,069,931,939 as follows:
 
December 31, 2013
Common stock
$
697,977,665

Mutual funds:
 
Large-cap
57,652,056

Mid-cap
63,516,503

Small-cap
31,432,561

Intermediate bond
(2,061,126
)
International
20,393,940

Separate accounts
79,950,586

Collective trusts:
 
Target retirement date
121,069,754

Net appreciation in fair value of investments
$
1,069,931,939


Note 5 - Fully Benefit-Responsive Investments

The Galliard Stable Value Fund (the Fund) is a separate 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 which include investment grade fixed income securities or bond funds, and enters into wrap contracts issued by third parties. As of December 31, 2013, 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.

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Table of Contents

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:
 
December 31, 2013
 
December 31, 2012
Based on actual earnings (1)
1.39
%
 
0.93
%
Based on interest rate credited to participants (2)
2.08
%
 
3.27
%
(1) 
Calculated by dividing the annualized earnings of all investments in the Fund by the period end fair value.
(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, 2013, and 2012, the Plan held 47,790,277 shares and 52,123,888 shares, respectively, of common stock of Lowe’s Companies, Inc., with a cost basis of $918,759,319 and $866,824,894, respectively. For the year ended December 31, 2013, the Plan recorded dividend income of $33,907,394 from these shares.

Note 8 - Tax Status

On April 21, 2010, a favorable determination letter response was received from the Internal Revenue Service (IRS) indicating that the Plan and related trust were designed in accordance with applicable regulations of the IRC. The Plan has been amended since receiving the determination letter. On January 31, 2013 the Plan Sponsor filed a Determination Letter Application with the IRS for the Plan document in effect prior to January 1, 2013, as amended, as well as the restatement of the Plan effective January 1, 2013. The Plan Sponsor, the Plan Sponsor’s benefits counsel and the Plan’s tax counsel continue to believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.

Under GAAP, Company Management is required to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS or Treasury. Company Management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, 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. Company Management believes it is no longer subject to income tax examinations for years prior to 2010.


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Note 9 - Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of the Investments per the financial statements to the Form 5500 as of December 31, 2013 and 2012:
 
December 31, 2013
 
December 31, 2012
Participant-directed investments at fair value
$
4,494,250,180

 
$
3,533,690,090

Adjustment from fair value to contract value for fully benefit-responsive stable value fund (Notes 2 and 5)
(5,601,549
)
 
(14,274,056
)
Total Investments per Form 5500 Schedule of Assets
$
4,488,648,631

 
$
3,519,416,034


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 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.


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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, 2013
 
 
 
 
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
**
$
2,368,008,225

 
 
 
 
Total employer-related investments
 
 
2,368,008,225

 
 
 
 
COLLECTIVE TRUSTS:
 
 
 
Vanguard Fiduciary Target Retirement Institutional
Collective Trust
**
27,340,875

Vanguard Fiduciary Target Retirement 2010
Collective Trust
**
22,750,727

Vanguard Fiduciary Target Retirement 2015
Collective Trust
**
55,761,097

Vanguard Fiduciary Target Retirement 2020
Collective Trust
**
96,880,409

Vanguard Fiduciary Target Retirement 2025
Collective Trust
**
104,817,916

Vanguard Fiduciary Target Retirement 2030
Collective Trust
**
92,110,039

Vanguard Fiduciary Target Retirement 2035
Collective Trust
**
86,074,501

Vanguard Fiduciary Target Retirement 2040
Collective Trust
**
75,144,047

Vanguard Fiduciary Target Retirement 2045
Collective Trust
**
81,516,372

Vanguard Fiduciary Target Retirement 2050
Collective Trust
**
113,012,957

Vanguard Fiduciary Target Retirement 2055
Collective Trust
**
16,838,188

 
 
 
 
Total collective trusts
 
 
772,247,128

 
 
 
 
REGISTERED INVESTMENT COMPANIES:
 
 
 
American Funds EuroPacific Growth Fund
Mutual Fund
**
129,486,822

American Funds New Economy R6 Fund
Mutual Fund
**
92,058,525

Eagle Small-Cap Growth Fund
Mutual Fund
**
79,328,569

PIMCO Total Return Fund
Mutual Fund
**
41,507,585

T. Rowe Price Institutional Mid-Cap Equity Growth Fund
Mutual Fund
**
230,839,028

T. Rowe Price Small-Cap Value Fund
Mutual Fund
**
49,822,570

Vanguard Institutional Index Fund
Mutual Fund
**
142,343,245

 
 
 
 
Total registered investment companies
 
 
765,386,344

 
 
 
 
GALLIARD STABLE VALUE FUND:
 
 
 
Security-backed contracts:
 
 
 
ING Life Insurance and Annuity Company
2.37%
**
45,679,936

Metropolitan Life Insurance Company
2.26%
**
50,408,282

New York Life Insurance Company
2.56%
**
24,735,662

The Prudential Insurance Company of America
2.69%
**
51,534,183

American General Life Insurance Company
2.34%
**
58,196,110

Total underlying securities of security-backed contracts at fair value
 
 
230,554,173


13

Table of Contents

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, 2013
 
 
 
 
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



 
Receivables for investment securities sold
**
517,548

 
Payables for investment securities purchased
**
(324,487
)
 
Accrued expenses
**
(90,490
)
 
Wrapper contract fee payable
**
(59,122
)
Total security-backed contracts
 
 
230,597,622

 
Adjustment from fair value to contract value for fully benefit-responsive stable value fund
**
(5,601,549
)
Total security-backed contracts at contract value
 
224,996,073

Collective Trust Fund:
 
 
 
*Wells Fargo Short-term Investment Fund G
0.18%
**
26,703,732

 
 
 
 
Total Galliard Stable Value Fund
 
 
251,699,805

 
 
 
 
SEPARATELY MANAGED ACCOUNTS:
 
 
 
American Century Value Account:
 
 
 
ACE Ltd.
Common Stock
**
1,175,790

The ADT Corporation
Common Stock
**
1,473,634

Aflac Incorporated
Common Stock
**
687,372

Agilent Technologies, Inc.
Common Stock
**
253,638

Annaly Capital Management, Inc.
Common Stock
**
958,606

Apache Corporation
Common Stock
**
1,724,300

Apple Inc.
Common Stock
**
2,367,884

Applied Materials, Inc.
Common Stock
**
1,409,221

AT&T, Inc.
Common Stock
**
3,378,243

Becton, Dickinson and Company
Common Stock
**
700,617

Bed Bath & Beyond Inc.
Common Stock
**
241,783

Bemis Company, Inc.
Common Stock
**
486,564

Berkshire Hathaway Inc.
Common Stock
**
1,956,900

The Boeing Company
Common Stock
**
174,980

Boston Scientific Corporation
Common Stock
**
1,059,178

Cameron International Corporation
Common Stock
**
343,488

Capstead Mortgage Corporation
Common Stock
**
449,134

CareFusion Corporation
Common Stock
**
2,389,120

Carnival Corporation
Common Stock
**
822,079

CenturyLink, Inc.
Common Stock
**
876,990

Chevron Corporation
Common Stock
**
5,223,361

The Chubb Corporation
Common Stock
**
802,705

Cisco Systems, Inc.
Common Stock
**
2,847,334

Coach, Inc.
Common Stock
**
365,855

Commerce Bancshares, Inc.
Common Stock
**
1,027,765


14

Table of Contents

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, 2013
 
 
 
 
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



ConAgra Foods, Inc.
Common Stock
**
463,712

Corrections Corporation of America
Common Stock
**
1,116,645

CST Brands, Inc.
Common Stock
**
676,750

Cullen/Frost Bankers, Inc.
Common Stock
**
961,561

CVS Caremark Corporation
Common Stock
**
634,253

Devon Energy Corporation
Common Stock
**
1,381,866

Diebold, Incorporated
Common Stock
**
375,852

Disney Enterprises Inc.
Common Stock
**
664,680

Dr Pepper Snapple Group, Inc.
Common Stock
**
945,363

EMC Corporation
Common Stock
**
1,262,002

Empire State Building Associates L.L.C.
Common Stock
**
761,144

Exxon Mobil Corporation
Common Stock
**
7,385,880

F5 Networks, Inc.
Common Stock
**
269,854

Franklin Resources Inc.
Common Stock
**
258,457

Freeport-McMoRan Copper & Gold Inc.
Common Stock
**
686,264

General Dynamics Corp.
Common Stock
**
841,700

General Electric Company
Common Stock
**
5,267,145

General Mills, Inc.
Common Stock
**
470,651

General Motors Company
Common Stock
**
862,561

The Goldman Sachs Group, Inc.
Common Stock
**
1,409,040

Great Plains Energy Incorporated
Common Stock
**
1,544,961

HCC Insurance Holdings, Inc.
Common Stock
**
816,217

Heartland Express, Inc.
Common Stock
**
834,085

Hewlett-Packard Company
Common Stock
**
781,593

The Hillshire Brands Company
Common Stock
**
872,550

The Home Depot, Inc.
Common Stock
**
1,453,466

Honda Motor Co., Ltd.
Common Stock
**
675,340

Hospira Inc.
Common Stock
**
997,449

Imperial Oil Ltd.
Common Stock
**
3,870,393

Intel Corporation
Common Stock
**
2,743,946

International Game Technology
Common Stock
**
776,921

International Speedway Corp. (Class A)
Common Stock
**
932,535

Japan Airlines Co. Ltd.
Common Stock
**
379,021

Johnson & Johnson
Common Stock
**
3,431,603

JPMorgan Chase & Co.
Common Stock
**
3,322,658

Kellogg Company
Common Stock
**
621,204

Koninklijke Philips Electronics N.V.
Common Stock
**
1,353,875

The Laclede Group, Inc.
Common Stock
**
622,076

Lifepoint Hospitals Inc.
Common Stock
**
1,211,304

Eli Lilly and Company
Common Stock
**
538,560

LPL Financial Holdings Inc.
Common Stock
**
785,730

Mallinckrodt Public Limited Company
Common Stock
**
392,473


15

Table of Contents

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, 2013
 
 
 
 
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



Marsh & McLennan Companies, Inc.
Common Stock
**
732,799

Maxim Integrated Products, Inc.
Common Stock
**
549,827

Medtronic, Inc.
Common Stock
**
2,022,022

Merck & Co. Inc.
Common Stock
**
3,520,767

MetLife, Inc.
Common Stock
**
1,210,073

Microsoft Corporation
Common Stock
**
528,324

Mondelez International, Inc.
Common Stock
**
1,749,150

Newmont Mining Corporation
Common Stock
**
301,117

Nice-Systems Ltd.
Common Stock
**
524,534

Northern Trust Corporation
Common Stock
**
4,111,353

Northrop Grumman Corporation
Common Stock
**
223,146

Occidental Petroleum Corporation
Common Stock
**
3,141,058

Oracle Corporation
Common Stock
**
469,642

Peabody Energy Corp.
Common Stock
**
501,960

People's United Financial, Inc.
Common Stock
**
947,117

Pfizer Inc.
Common Stock
**
4,789,123

PG&E Corp.
Common Stock
**
2,000,788

Piedmont Office Realty Trust, Inc.
Common Stock
**
1,142,061

The PNC Financial Services Group, Inc.
Common Stock
**
2,722,205

Procter & Gamble Co.
Common Stock
**
4,556,111

QLogic Corp.
Common Stock
**
373,509

Qualcomm Incorporated
Common Stock
**
633,353

Quest Diagnostics Incorporated
Common Stock
**
516,661

Reinsurance Group of America Inc.
Common Stock
**
1,042,248

Republic Services, Inc.
Common Stock
**
3,841,207

Rockwell Collins, Inc.
Common Stock
**
292,723

Royal Dutch Shell plc
Common Stock
**
448,544

SanDisk Corp.
Common Stock
**
318,135

The Charles Schwab Corporation
Common Stock
**
697,398

Sonoco Products Co.
Common Stock
**
463,968

The Southern Company
Common Stock
**
476,424

Southwest Airlines Co.
Common Stock
**
741,712

Southwestern Energy Co.
Common Stock
**
1,525,532

Speedway Motorsports Inc.
Common Stock
**
538,828

State Street Corporation
Common Stock
**
695,737

Stryker Corporation
Common Stock
**
1,254,237

Sysco Corporation
Common Stock
**
1,105,057

Target Corp.
Common Stock
**
1,052,496

Teradyne Inc.
Common Stock
**
665,173

Textron Inc.
Common Stock
**
606,908

Total SA
Common Stock
**
3,107,020

Toyota Motor Corporation
Common Stock
**
464,023


16

Table of Contents

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, 2013
 
 
 
 
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



The Travelers Companies, Inc.
Common Stock
**
503,855

Tyco International Ltd.
Common Stock
**
1,600,560

Piper Jaffray Companies, Inc
Common Stock
**
2,490,054

Ultra Petroleum Corp.
Common Stock
**
1,102,331

Unilever N.V.
Common Stock
**
644,494

United Parcel Service, Inc. (Class B)
Common Stock
**
529,708

UnitedHealth Group Incorporated
Common Stock
**
1,678,512

Unum Group
Common Stock
**
122,254

Wal-Mart Stores Inc.
Common Stock
**
1,234,489

Waste Management, Inc.
Common Stock
**
1,372,753

Wellpoint, Inc.
Common Stock
**
633,795

*Wells Fargo & Company
Common Stock
**
5,003,307

Werner Enterprises, Inc.
Common Stock
**
743,112

Westar Energy, Inc.
Common Stock
**
1,549,468

Western Digital Corporation
Common Stock
**
704,005

Woodward, Inc.
Common Stock
**
292,360

Xcel Energy Inc.
Common Stock
**
1,614,234

Zimmer Holdings, Inc.
Common Stock
**
918,760

*Wells Fargo Advantage 100% Treasury Money Market Fund
Money Market Mutual Fund
**
5,156,863

 
 
 
173,348,865

 
Accrued income receivable
**
363,551

 
Receivables for investment securities sold
**
844,837

 
Payables for investment securities purchased
**
(922,834
)
 
Accrued expenses
**
(190,953
)
Total American Century Value Account
 
 
173,443,466

 
 
 
 
T. Rowe Price Mid-Cap Value Account:
 
 
 
Abercrombie & Fitch Co.
Common Stock
**
552,888

Automatic Data Processing, Inc.
Common Stock
**
177,782

ADTRAN, Inc.
Common Stock
**
823,805

Allegion Public Limited Company
Common Stock
**
378,532

American Electric Power Company, Inc.
Common Stock
**
1,182,522

Apollo Education Group, Inc.
Common Stock
**
215,828

Applied Materials, Inc.
Common Stock
**
2,975,458

Aramark
Common Stock
**
317,262

Archer-Daniels-Midland Company
Common Stock
**
2,117,920

ASML Holding N.V.
Common Stock
**
569,977

Avalonbay Communities, Inc.
Common Stock
**
543,858

Avon Products, Inc.
Common Stock
**
2,040,570

AVX Corporation
Common Stock
**
429,044


17

Table of Contents

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, 2013
 
 
 
 
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



Beam, Inc.
Common Stock
**
394,748

Broadcom Corporation
Common Stock
**
1,755,280

Brown-Forman Corporation (Class B)
Common Stock
**
460,977

Bunge Limited
Common Stock
**
1,732,521

C.H. Robinson Worldwide, Inc.
Common Stock
**
1,382,658

Cablevision Systems Corporation
Common Stock
**
1,848,583

Calpine Corporation
Common Stock
**
1,195,963

Capitol Federal Financial, Inc.
Common Stock
**
1,071,735

CarMax, Inc.
Common Stock
**
639,472

Celanese Corporation
Common Stock
**
945,801

Charter Communications, Inc.
Common Stock
**
738,504

Cintas Corporation
Common Stock
**
1,763,864

CIT Group, Inc.
Common Stock
**
2,684,695

The Clorox Company
Common Stock
**
825,564

CNA Financial Corporation
Common Stock
**
1,698,444

Coach, Inc.
Common Stock
**
303,102

Commerce Bancshares, Inc.
Common Stock
**
613,426

CONSOL Energy, Inc.
Common Stock
**
2,354,676

CoreLogic, Inc.
Common Stock
**
902,462

Dolby Laboratories, Inc.
Common Stock
**
181,232

DreamWorks Animation SKG, Inc.
Common Stock
**
958,500

Duke Energy Corporation
Common Stock
**
499,149

Dynegy Inc.
Common Stock
**
1,183,600

E*Trade Financial Corporation
Common Stock
**
3,759,096

Enstar Group Limited
Common Stock
**
263,929

Exterran Holdings, Inc.
Common Stock
**
3,201,120

FactSet Research Systems Inc.
Common Stock
**
521,184

Fidelity National Financial, Inc.
Common Stock
**
1,560,845

First American Financial Corporation
Common Stock
**
2,129,100

First Horizon National Corporation
Common Stock
**
1,875,650

FirstEnergy Corp.
Common Stock
**
2,262,428

Flowers Foods, Inc.
Common Stock
**
933,945

Forest Laboratories, Inc.
Common Stock
**
1,212,606

Franco-Nevada Corporation (US)
Common Stock
**
484,806

Franco-Nevada Corporation (CAD)
Common Stock
**
609,833

The GAP, Inc.
Common Stock
**
1,008,264

Gold Fields Limited
Common Stock
**
562,880

Graham Holdings Company
Common Stock
**
1,127,644

Grouple Bruxelles Lambert S.A.
Common Stock
**
211,949

Harsco Corporation
Common Stock
**
1,009,080

Hasbro, Inc.
Common Stock
**
605,110

HealthSouth Corporation
Common Stock
**
1,106,224


18

Table of Contents

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, 2013
 
 
 
 
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



Hess Corporation
Common Stock
**
2,506,600

Hospira, Inc.
Common Stock
**
2,844,192

Houghton Mifflin Harcourt Company
Common Stock
**
212,000

Humana Inc.
Common Stock
**
763,828

Ingersoll-Rand Public Limited Company
Common Stock
**
991,760

International Flavors & Fragrances Inc.
Common Stock
**
1,040,358

International Game Technology
Common Stock
**
315,984

Kellogg Company
Common Stock
**
1,019,869

Kemper Corporation
Common Stock
**
1,304,072

Kindred Healthcare, Inc.
Common Stock
**
785,652

Kohl's Corporation
Common Stock
**
1,713,850

The Kroger Co.
Common Stock
**
1,786,756

Legg Mason, Inc.
Common Stock
**
1,804,420

Lender Processing Services, Inc.
Common Stock
**
758,814

Life Technologies Corporation
Common Stock
**
1,993,540

Loews Corporation
Common Stock
**
1,152,936

Lonmin Plc
Common Stock
**
404,294

Louisiana-Pacific Corporation
Common Stock
**
323,925

Mallinckrodt Public Limited Company
Common Stock
**
940,680

ManpowerGroup Inc.
Common Stock
**
2,859,138

Marsh & McLennan Companies, Inc.
Common Stock
**
2,683,980

Mattel, Inc.
Common Stock
**
1,708,122

McCormick & Company, Incorporated (Non-Voting)
Common Stock
**
861,500

MeadWestvaco Corporation
Common Stock
**
1,927,746

Newmont Mining Corporation
Common Stock
**
1,103,137

News Corporation (Class A)
Common Stock
**
913,614

NiSource Inc.
Common Stock
**
917,352

Northern Trust Corporation
Common Stock
**
3,670,077

NRG Energy, Inc.
Common Stock
**
3,067,296

Nucor Corporation
Common Stock
**
58,718

ON Semiconductor Corporation
Common Stock
**
543,840

OneBeacon Insurance Group, Ltd.
Common Stock
**
297,416

Packaging Corporation of America
Common Stock
**
2,366,672

PBF Energy Inc.
Common Stock
**
1,031,888

Pepco Holdings, Inc.
Common Stock
**
397,904

PPL Corporation
Common Stock
**
1,730,175

The Progressive Corporation
Common Stock
**
1,047,168

Quest Diagnostics Incorporated
Common Stock
**
1,215,358

Rayonier Inc.
Common Stock
**
799,900

Sankyo Co. Ltd.
Common Stock
**
378,222

Scholastic Corporation
Common Stock
**
336,699

The Scotts Miracle-Gro Company
Common Stock
**
1,692,384


19

Table of Contents

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, 2013
 
 
 
 
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



SEACOR Holdings Inc.
Common Stock
**
291,840

Select Medical Holdings Corporation
Common Stock
**
1,048,383

Southwest Airlines Co.
Common Stock
**
3,323,376

The St. Joe Company
Common Stock
**
754,167

Strayer Education, Inc.
Common Stock
**
575,649

SunTrust Banks, Inc.
Common Stock
**
1,314,117

Sysco Corporation
Common Stock
**
1,996,330

Talisman Energy Inc.
Common Stock
**
2,343,980

Telephone & Data Systems, Inc.
Common Stock
**
1,306,273

Tenet Healthcare Corporation
Common Stock
**
701,298

Textron Inc.
Common Stock
**
3,778,928

Tootsie Roll Industries, Inc.
Common Stock
**
163,871

Tribune Company
Common Stock
**
294,120

Valero Energy Corporation
Common Stock
**
922,320

Visteon Corporation
Common Stock
**
1,171,027

Vernado Realty Trust
Common Stock
**
1,127,633

Vulcan Materials Company
Common Stock
**
1,978,686

Washington Real Estate Investment Trust
Common Stock
**
598,016

Weingarten Realty Investors
Common Stock
**
795,180

Westamerica Bancorporation
Common Stock
**
1,106,616

Weyerhaeuser Company
Common Stock
**
1,685,838

White Mountains Insurance Group, Ltd.
Common Stock
**
2,110,780

WPX Energy, Inc.
Common Stock
**
2,309,054

Xylem Inc.
Common Stock
**
705,840

Zimmer Holdings, Inc.
Common Stock
**
223,656

Northern Funds
Money Market Mutual Fund
**
6,607,802

Weyerhaeuser Company
Preferred Stock
**
61,644

Radian Group Inc.
2.25%, $105,000 par, due 3/1/2019
**
154,481

Alcoa
5.25%, $502,400 par, due 3/15/2014
**
833,045

 
 
 
157,461,881

 
Accrued income receivable
**
145,113

 
Receivables for investment securities sold
**
695,769

 
Payables for investment securities purchased
**
(247,761
)
 
Accrued expenses
**
(191,339
)
Total T. Rowe Price Mid-Cap Value Account
 
 
157,863,663

 
 
 
 
Total separately managed accounts
 
 
331,307,129

 
 
 
 
Total investments
 
 
$
4,488,648,631

*    Permitted party-in-interest
**    Cost information is not required for participant-directed investments and, therefore, is not included.

20

Table of Contents

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, 2013


 
 
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
$

$
1,230

$

$


21

Table of Contents

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 27, 2014
 
/s/ Matthew V. Hollifield
Date
 
Matthew V. Hollifield
Senior Vice President and Chief Accounting Officer

22

Table of Contents

EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description
 
 
 
23
 
Consent of Independent Registered Public Accounting Firm


23