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美國
證券和交易委員會
華盛頓特區 20549
表格 10-Q
（標記一）
☒根據1934年證券交易法第13或15(d)節的季度報告
截至季度結束日期的財務報告2024年11月1日
或
☐根據1934年證券交易法第13或15(d)節的轉型報告書
過渡期從______到______
委員會文件號1-7898
lowesgraphicimage01.jpg
勞氏 公司，股份有限公司。
(根據其章程規定的註冊人準確名稱)
北卡羅來納州56-0578072
（設立或組織的其他管轄區域）（納稅人識別號碼）
1000 Lowes Blvd., (704)994-8279, 北卡羅來納州
28117
(主要行政辦公室地址)(郵政編碼)
註冊人的電話號碼，包括區號：
(704) 758-1000
如果自上次報告以來更改了公司名稱、地址或財務年度，請註明： Not Applicable
在法案第12(b)條的規定下注冊的證券：
每個類別的標題交易標的在其上註冊的交易所的名稱
每股普通股面值爲0.50美元勞氏紐約證券交易所
請勾選以下選項以指示註冊人是否在過去12個月內(或在註冊人需要提交此類報告的較短時間內)已提交證券交易法1934年第13或15(d)條所要求提交的所有報告，並且在過去90天內已受到此類報告提交要求的影響。☒ 是  ☐ 沒有
請用複選框標示，公司是否在過去12個月內（或公司被要求提交此類文件的較短期間內）按照S-t法規第232.405條規定，電子提交了所有互動數據文件。 ☒ 是  ☐ 無
請在複選框上標示註冊人是大型加速歸檔者、加速歸檔者、非加速歸檔者、較小報告公司還是新興成長型企業。請參閱《交易所法》第120億.2條中「大型加速歸檔者」、「加速歸檔者」、「較小報告公司」和「新興成長型企業」的定義。
大型加速報告人☒加速文件提交人☐
非加速文件提交人☐較小的報告公司☐
新興成長公司☐
如此類公司可參照選擇試行階段性標準的公司，在依據《交易所法》第13(a)的規定，選擇不使用延長過渡期來遵守任何新的或修訂的財務會計準則的公司，請選擇選框。☐
請打勾表明註冊人是否爲殼公司（根據證券交易法規則12b-2定義）。 ☐ 是 ☒ No
請註明在最新適用日期時本發行人每種普通股的流通股數。
類別傑出 於2024年11月25日
普通股，面值$0.50564,650,005


低價公司股份有限公司。
- 目錄 -
頁碼
項目1。
項目2。
項目3。
項目4。
項目1。
項目1A。
項目2。
項目5。
項目6。
i
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目錄
前瞻性聲明

本表格10-Q包含根據1995年《私人證券訴訟改革法案》規定的「前瞻性陳述」。包括「相信」、「期待」、「預計」、「計劃」、「渴望」、「展望」、「估計」、「打算」、「將會」、「應該」、「能夠」、「將會」、「可能」、「策略」、「潛力」、「機會」、「展望」、「情景」、「指導」等詞語的陳述屬於前瞻性陳述。前瞻性陳述涉及對未來財務和運營結果、目標（包括與環保和社會事務相關的目標）、業務展望、優先事項、銷售增長、股東價值、資本支出、現金流、房地產市場、家居改善行業、產品和服務需求以及客戶對新產品和計劃的接受情況、宏觀經濟狀況和消費者支出、股份回購以及Lowe的戰略舉措等方面的期望、預測和假設。此類陳述涉及風險和不確定性，我們無法保證其準確性。實際結果可能與這些陳述中所表達或暗示的結果有實質性差異。

各種潛在的風險、不確定性和其他因素都可能對我們實現這些前瞻性陳述所表達的結果產生實質性的影響，無論這些結果是表達的還是明示的，還包括一般經濟條件的變化，如美國和世界金融市場的波動性和/或流動性的變化，以及由此對Lowe's及其客戶提供的融資減少和/或成本上漲所產生的影響，實際的、可支配的個人收入增長率放緩可能影響消費者支出增長速度，以及通貨膨脹及其對自由支出和我們成本的影響；勞動力供應短缺、利率和貨幣波動、房價上漲或房屋交替下降、住房庫存的年齡、消費信貸和住房抵押貸款融資的可用性、貿易政策變化或額外關稅、傳染病爆發、能源和燃料成本波動、商品價格通貨膨脹或通貨收縮、自然災害、地緣政治或武裝衝突、國內和國際恐怖行爲，以及其他可能對我們的客戶產生消極影響的因素。

投資者和其他人應該仔細考慮上述因素和其他不確定性、風險和潛在事件，包括但不限於在我們最近的年度報告（表格10-k）的「第1A條 - 風險因素」和「第7條 - 管理討論和分析財務狀況和運營結果的關鍵會計政策和估計」中描述的那些因素，並隨着時間的推移在我們的季度報告（表格10-Q）或其他隨後提交給美國證券交易委員會的文件中進行更新。所有此類前瞻性陳述僅在它們發佈時有效，並且我們沒有義務除了法律要求外更新這些陳述。

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ii
Table of Contents
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Lowe’s Companies, Inc.
Consolidated Statements of Earnings (Unaudited)
In Millions, Except Per Share and Percentage Data
 Three Months EndedNine Months Ended
 November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Current EarningsAmount% SalesAmount% SalesAmount% SalesAmount% Sales
Net sales$20,170 100.00 %$20,471 100.00 %$65,120 100.00 %$67,775 100.00 %
Cost of sales13,374 66.31 13,580 66.34 43,340 66.55 44,958 66.33 
Gross margin6,796 33.69 6,891 33.66 21,780 33.45 22,817 33.67 
Expenses:
Selling, general and administrative3,827 18.97 3,761 18.37 11,860 18.22 11,673 17.23 
Depreciation and amortization433 2.15 434 2.12 1,284 1.97 1,275 1.88 
Operating income2,536 12.57 2,696 13.17 8,636 13.26 9,869 14.56 
Interest – net317 1.57 345 1.68 985 1.51 1,033 1.52 
Pre-tax earnings2,219 11.00 2,351 11.49 7,651 11.75 8,836 13.04 
Income tax provision 524 2.59 578 2.83 1,818 2.79 2,130 3.14 
Net earnings$1,695 8.41 %$1,773 8.66 %$5,833 8.96 %$6,706 9.90 %
Weighted average common shares outstanding – basic565 576 568 585 
Basic earnings per common share$2.99 $3.07 $10.24 $11.43 
Weighted average common shares outstanding – diluted566 577 569 587 
Diluted earnings per common share$2.99 $3.06 $10.22 $11.40 
See accompanying notes to the consolidated financial statements (unaudited).



Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
In Millions, Except Percentage Data
 Three Months EndedNine Months Ended
 November 1, 2024November 3, 2023November 1, 2024November 3, 2023
 Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net earnings$1,695 8.41 %$1,773 8.66 %$5,833 8.96 %$6,706 9.90 %
Cash flow hedges – net of tax(3)(0.02)(4)(0.01)(9)(0.02)(10)(0.02)
Foreign currency translation adjustments – net of tax— — — — — — 5 0.01 
Other— — — — 1 — — — 
Other comprehensive loss(3)(0.02)(4)(0.01)(8)(0.02)(5)(0.01)
Comprehensive income$1,692 8.39 %$1,769 8.65 %$5,825 8.94 %$6,701 9.89 %
See accompanying notes to the consolidated financial statements (unaudited).
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Lowe’s Companies, Inc.
Consolidated Balance Sheets (Unaudited)
In Millions, Except Par Value Data
November 1,
2024		November 3,
2023		February 2,
2024
Assets
Current assets:
Cash and cash equivalents$3,271 $1,210 $921 
Short-term investments 335 321 307 
Merchandise inventory – net17,566 17,530 16,894 
Other current assets805 907 949 
Total current assets21,977 19,968 19,071 
Property, less accumulated depreciation17,586 17,527 17,653 
Operating lease right-of-use assets3,771 3,647 3,733 
Long-term investments 312 238 252 
Deferred income taxes – net261 280 248 
Other assets836 859 838 
Total assets$44,743 $42,519 $41,795 
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt$2,576 $544 $537 
Current operating lease liabilities497 533 487 
Accounts payable10,602 9,914 8,704 
Accrued compensation and employee benefits 828 750 954 
Deferred revenue1,359 1,499 1,408 
Other current liabilities3,585 3,256 3,478 
Total current liabilities19,447 16,496 15,568 
Long-term debt, excluding current maturities 32,906 35,374 35,384 
Noncurrent operating lease liabilities3,741 3,602 3,737 
Deferred revenue – Lowe's protection plans1,260 1,228 1,225 
Other liabilities 808 966 931 
Total liabilities58,162 57,666 56,845 
Shareholders' deficit:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none
— — — 
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 565 million, 575 million, and 574 million shares, respectively
282 288 287 
Capital in excess of par value— 7 — 
Accumulated deficit(13,993)(15,744)(15,637)
Accumulated other comprehensive income292 302 300 
Total shareholders' deficit(13,419)(15,147)(15,050)
Total liabilities and shareholders' deficit$44,743 $42,519 $41,795 
See accompanying notes to the consolidated financial statements (unaudited).
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Lowe’s Companies, Inc.
Consolidated Statements of Shareholders’ Deficit (Unaudited)
In Millions
Three Months Ended November 1, 2024
Common StockCapital in Excess
of Par Value		Accumulated DeficitAccumulated Other
Comprehensive Income		Total
SharesAmount
Balance August 2, 2024568 $284 $— $(14,342)$295 $(13,763)
Net earnings— — — 1,695 — 1,695 
Other comprehensive loss— — — — (3)(3)
Cash dividends declared, $1.15 per share
— — — (650)— (650)
Share-based payment expense — — 49 — — 49 
Repurchases of common stock (3)(2)(60)(696)— (758)
Issuance of common stock under share-based payment plans— — 11 — — 11 
Balance November 1, 2024565 $282 $— $(13,993)$292 $(13,419)
Nine Months Ended November 1, 2024
Common StockCapital in Excess
of Par Value		Accumulated DeficitAccumulated Other
Comprehensive Income		Total
SharesAmount
Balance February 2, 2024574 $287 $— $(15,637)$300 $(15,050)
Net earnings— — — 5,833 — 5,833 
Other comprehensive loss— — — — (8)(8)
Cash dividends declared, $3.40 per share
— — — (1,933)— (1,933)
Share-based payment expense— — 159 — — 159 
Repurchases of common stock(10)(6)(253)(2,256)— (2,515)
Issuance of common stock under share-based payment plans1 1 94 — — 95 
Balance November 1, 2024565 $282 $— $(13,993)$292 $(13,419)
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Three Months Ended November 3, 2023
Common StockCapital in Excess
of Par Value		Accumulated DeficitAccumulated Other
Comprehensive Income		Total
SharesAmount
Balance August 4, 2023582 $291 $12 $(15,341)$306 $(14,732)
Net earnings— — — 1,773 — 1,773 
Other comprehensive loss— — — — (4)(4)
Cash dividends declared, $1.10 per share
— — — (633)— (633)
Share-based payment expense— — 42 — — 42 
Repurchases of common stock(7)(3)(50)(1,543)— (1,596)
Issuance of common stock under share-based payment plans— — 3 — — 3 
Balance November 3, 2023575 $288 $7 $(15,744)$302 $(15,147)
Nine Months Ended November 3, 2023
Common StockCapital in Excess
of Par Value		Accumulated DeficitAccumulated Other
Comprehensive Income		Total
SharesAmount
Balance February 3, 2023601 $301 $— $(14,862)$307 $(14,254)
Net earnings— — — 6,706 — 6,706 
Other comprehensive loss— — — — (5)(5)
Cash dividends declared, $3.25 per share
— — — (1,898)— (1,898)
Share-based payment expense — — 155 — — 155 
Repurchases of common stock (28)(14)(226)(5,690)— (5,930)
Issuance of common stock under share-based payment plans2 1 78 — — 79 
Balance November 3, 2023575 $288 $7 $(15,744)$302 $(15,147)
See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
Nine Months Ended
November 1, 2024November 3, 2023
Cash flows from operating activities:
Net earnings $5,833 $6,706 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,461 1,427 
Noncash lease expense392 370 
Deferred income taxes(10)(27)
Loss on property and other assets – net11 50 
Gain on sale of business(97)(79)
Share-based payment expense164 160 
Changes in operating assets and liabilities:
Merchandise inventory – net(672)1,002 
Other operating assets114 236 
Accounts payable 1,944 (610)
Other operating liabilities(426)(2,203)
Net cash provided by operating activities8,714 7,032 
Cash flows from investing activities:
Purchases of investments(999)(1,283)
Proceeds from sale/maturity of investments918 1,215 
Capital expenditures(1,379)(1,344)
Proceeds from sale of property and other long-term assets54 29 
Proceeds from sale of business97 100 
Other – net(11)(23)
Net cash used in investing activities(1,320)(1,306)
Cash flows from financing activities:
Net change in commercial paper— (499)
Net proceeds from issuance of debt— 2,983 
Repayment of debt(522)(576)
Proceeds from issuance of common stock under share-based payment plans95 79 
Cash dividend payments(1,916)(1,899)
Repurchases of common stock(2,681)(5,937)
Other – net(20)(15)
Net cash used in financing activities(5,044)(5,864)
Net increase/(decrease) in cash and cash equivalents2,350 (138)
Cash and cash equivalents, beginning of period921 1,348 
Cash and cash equivalents, end of period$3,271 $1,210 
See accompanying notes to the consolidated financial statements (unaudited).
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Lowe’s Companies, Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements (unaudited), in the opinion of management, contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets as of November 1, 2024, and November 3, 2023, and the statements of earnings, comprehensive income, and shareholders’ deficit for the three and nine months ended November 1, 2024, and November 3, 2023, and cash flows for the nine months ended November 1, 2024, and November 3, 2023. The February 2, 2024, consolidated balance sheet was derived from the audited financial statements.

These interim condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Lowe’s Companies, Inc. (the Company) Annual Report on Form 10-K for the fiscal year ended February 2, 2024 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2028, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Recent accounting pronouncements not disclosed in this Form 10-Q or in the Annual Report are either not applicable to the Company or are not expected to have a material impact to the Company.

Note 2: Revenue

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

The following table presents the Company’s sources of revenue:
(In millions)Three Months EndedNine Months Ended
November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Products $19,304 $19,599 $62,699 $65,204 
Services532 517 1,612 1,623 
Other334 355 809 948 
Net sales$20,170 $20,471 $65,120 $67,775 

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded.  The merchandise return reserve is presented on a gross basis, with a separate asset and liability included in the consolidated balance sheets. The balances and classification within the consolidated balance sheets for
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anticipated sales returns and the associated right of return assets are as follows:
(In millions)ClassificationNovember 1,
2024		November 3,
2023		February 2,
2024
Anticipated sales returnsOther current liabilities$212 $241 $191 
Right of return assetsOther current assets123 140 111 

Deferred revenue - retail and stored-value cards
Retail deferred revenue consists of amounts received for which customers have not yet taken possession of the merchandise or for which installation has not yet been completed. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. Stored-value cards deferred revenue includes outstanding stored-value cards such as gift cards and returned merchandise credits that have not yet been redeemed. Deferred revenue for retail and stored-value cards are as follows:
(In millions)November 1,
2024		November 3,
2023		February 2,
2024
Retail deferred revenue$878 $984 $796 
Stored-value cards deferred revenue481 515 612 
Deferred revenue$1,359 $1,499 $1,408 

Deferred revenue - Lowe’s protection plans
The Company defers revenues for its separately-priced long-term extended protection plan contracts (Lowe’s protection plans) and recognizes revenue on a straight-line basis over the respective contract term. Expenses for claims are recognized in cost of sales when incurred.
(In millions)November 1,
2024		November 3,
2023		February 2,
2024
Deferred revenue - Lowe’s protection plans$1,260 $1,228 $1,225 

Three Months EndedNine Months Ended
(In millions)November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Lowe’s protection plans deferred revenue recognized into sales$141 $139 $420 $411 
Lowe’s protection plans claim expenses54 64 158 171 

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division:
Three Months EndedNine Months Ended
November 1, 2024November 3, 2023November 1, 2024November 3, 2023
(In millions)Net Sales%Net Sales%Net Sales%Net Sales%
Home Décor1
$7,541 37.4 %$7,782 38.0 %$23,386 35.9 %$24,686 36.4 %
Building Products2
6,730 33.4 6,841 33.4 20,470 31.4 21,080 31.1 
Hardlines3
5,326 26.4 5,216 25.5 19,672 30.2 20,238 29.9 
Other573 2.8 632 3.1 1,592 2.5 1,771 2.6 
Total$20,170 100.0 %$20,471 100.0 %$65,120 100.0 %$67,775 100.0 %
Note: Merchandise division net sales for the prior period have been reclassified to conform to the current period presentation.
1    Home Décor includes the following product categories: Appliances, Décor, Flooring, Kitchens & Bath, and Paint.
2    Building Products includes the following product categories: Building Materials, Electrical, Lumber, Millwork, and Rough Plumbing.
3    Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools.

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Note 3: Restricted Investments

Short-term and long-term investments include restricted balances pledged as collateral primarily for the Lowe’s protection plans program and are as follows:
(In millions)November 1, 2024November 3, 2023February 2, 2024
Short-term restricted investments$335 $321 $307 
Long-term restricted investments312 238 252 
Total restricted investments$647 $559 $559 

Note 4: 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

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of November 1, 2024, November 3, 2023, and February 2, 2024:
Fair Value Measurements as of
(In millions)ClassificationMeasurement LevelNovember 1,
2024		November 3,
2023		February 2,
2024
Available-for-sale debt securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$184 $143 $152 
Money market fundsShort-term investmentsLevel 171 49 56 
Commercial paperShort-term investmentsLevel 247 30 5 
Corporate debt securitiesShort-term investmentsLevel 220 62 50 
Certificates of depositShort-term investmentsLevel 1 13 35 42 
Municipal obligationsShort-term investmentsLevel 2— 2 2 
U.S. Treasury securitiesLong-term investmentsLevel 1194 215 213 
Corporate debt securitiesLong-term investmentsLevel 274 23 35 
Foreign government debt securitiesLong-term investmentsLevel 241 — 4 
Municipal obligationsLong-term investmentsLevel 23 — — 
Derivative instruments:
Fixed-to-floating interest rate swapsOther current liabilitiesLevel 2$11 $— $— 
Fixed-to-floating interest rate swapsOther liabilitiesLevel 246 92 76 

There were no transfers between Levels 1, 2, or 3 during any of the periods presented.

When available, quoted prices were used to determine fair value.  When quoted prices in active markets were available, financial assets were classified within Level 1 of the fair value hierarchy.  When quoted prices in active markets were not available, fair values for financial assets and liabilities classified within Level 2 were determined using pricing models, and the
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inputs to those pricing models were based on observable market inputs.  The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.

The Company has performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business which is classified as a Level 3 long-term investment and such contingent consideration had an estimated fair value of zero as of November 1, 2024, November 3, 2023, and February 2, 2024. The Company’s measurements of fair value of the contingent consideration are based on an income approach, which requires certain assumptions considering operating performance of the business and a risk-adjusted discount rate. Changes in the estimated fair value of the contingent consideration are recognized within selling, general and administrative expenses (SG&A) in the consolidated statements of earnings.

The rollforward of the fair value of contingent consideration for the three and nine months ended November 1, 2024 and November 3, 2023, is as follows:
Three Months EndedNine Months Ended
(In millions)November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Beginning balance$— $— $— $21 
Change in fair value54 — 97 102 
Proceeds received(54)— (97)(123)
Ending balance$— $— $— $— 

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

During the three and nine months ended November 1, 2024, and November 3, 2023, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable, and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. As further described in Note 7, certain long-term debt is associated with a fair value hedge and the changes in fair value of the hedged debt is included in the carrying value of long-term debt in the consolidated balance sheets. The fair values of the Company’s unsecured notes were estimated using quoted market prices. The fair values of the Company’s mortgage notes were estimated using discounted cash flow analyses, based on the future cash outflows associated with these arrangements and discounted using the applicable incremental borrowing rate.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations, are as follows:
November 1, 2024November 3, 2023February 2, 2024
(In millions)Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$34,996 $31,651 $35,387 $30,207 $35,409 $32,757 
Mortgage notes (Level 2)1 1 2 2 2 2 
Long-term debt (excluding finance lease obligations)
$34,997 $31,652 $35,389 $30,209 $35,411 $32,759 

Note 5: Accounts Payable
The Company has an agreement with a third party to provide a supplier finance program which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the
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consolidated balance sheets, are as follows:
(In millions)November 1, 2024November 3, 2023February 2, 2024
Financed payment obligations$1,707 $1,640 $1,356 

Note 6: Debt
The Company’s commercial paper program is supported by the $2.0 billion five-year unsecured revolving credit agreement entered into in September 2023 (2023 Credit Agreement) and the $2.0 billion five-year unsecured third amended and restated credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).  The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program. As of November 1, 2024, November 3, 2023, and February 2, 2024, there were no outstanding borrowings under the Company’s commercial paper program, the 2023 Credit Agreement, or the Third Amended and Restated Credit Agreement. Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement was $4.0 billion as of November 1, 2024.

Note 7: Derivative Instruments

The Company utilizes fixed-to-floating interest rate swap agreements as fair value hedges on certain debt. The notional amounts for the Company’s material derivative instruments are as follows:
(In millions)November 1,
2024		November 3,
2023		February 2,
2024
Fair value hedges:
Fixed-to-floating interest rate swap agreements$850$850$850

See Note 4 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications. The cash flows related to settlement of the Company’s hedging derivative financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective. Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

Note 8: Shareholders’ Deficit

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, or through private off-market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit. As of November 1, 2024, the Company had $12.2 billion remaining in its share repurchase program.

During the nine months ended November 1, 2024, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 4.5 million shares of the Company’s common stock for $1.1 billion. The terms of the ASR agreements entered into during the nine months ended November 1, 2024, are as follows (in millions):
Agreement Execution
Date		Agreement Settlement
Date		ASR
Agreement Amount		Initial Shares Delivered at InceptionAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2024Q1 2024$325 1.1 0.2 1.3
Q2 2024Q2 2024375 1.4 0.3 1.7
Q3 2024Q3 2024400 1.3 0.2 1.5

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In addition, the Company repurchased shares of its common stock through the open market as follows:
Three Months EndedNine Months Ended
November 1, 2024November 1, 2024
(In millions)SharesCostSharesCost
Open market share repurchases1.3$356 5.5 $1,321 

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of share-based awards.

Total shares repurchased for the three and nine months ended November 1, 2024, and November 3, 2023, were as follows:
Three Months Ended
November 1, 2024November 3, 2023
(In millions)SharesCostSharesCost
Share repurchase program1
2.8 $756 7.3 $1,595 
Shares withheld from employees0.1 2 — 1 
Total share repurchases2.9 $758 7.3 $1,596 
Nine Months Ended
November 1, 2024November 3, 2023
(In millions)SharesCostSharesCost
Share repurchase program1
10.0 $2,421 27.3 $5,795 
Shares withheld from employees0.3 94 0.7 135 
Total share repurchases10.3 $2,515 28.0 $5,930 
1 Includes excise tax on share repurchases in excess of issuances as part of the cost basis of the shares acquired.

Note 9: Earnings Per Share

The Company calculates basic and diluted earnings per common share using the two-class method. The following table reconciles earnings per common share for the three and nine months ended November 1, 2024, and November 3, 2023:
Three Months EndedNine Months Ended
(In millions, except per share data)November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Basic earnings per common share:
Net earnings
$1,695 $1,773 $5,833 $6,706 
Less: Net earnings allocable to participating securities
(4)(4)(15)(18)
Net earnings allocable to common shares, basic
$1,691 $1,769 $5,818 $6,688 
Weighted-average common shares outstanding
565 576 568 585 
Basic earnings per common share
$2.99 $3.07 $10.24 $11.43 
Diluted earnings per common share:
  
Net earnings
$1,695 $1,773 $5,833 $6,706 
Less: Net earnings allocable to participating securities
(4)(4)(15)(18)
Net earnings allocable to common shares, diluted
$1,691 $1,769 $5,818 $6,688 
Weighted-average common shares outstanding
565 576 568 585 
Dilutive effect of non-participating share-based awards
1 1 1 2 
Weighted-average common shares, as adjusted
566 577 569 587 
Diluted earnings per common share$2.99 $3.06 $10.22 $11.40 
Anti-dilutive securities excluded from diluted weighted-average common shares0.1 0.6 0.2 0.5 

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Note 10: Income Taxes

On October 1, 2024, the Internal Revenue Service (IRS) announced that businesses in North Carolina affected by Hurricane Helene would receive tax relief by postponing certain tax-payment deadlines. Under this relief, the Company’s quarterly federal estimated income tax payments originally due by October 15, 2024 and January 15, 2025, can be deferred until May 1, 2025. As of November 1, 2024, the Company deferred $130 million of federal income taxes payable originally due on October 15, 2024, which is included in other current liabilities in the consolidated balance sheet.

Note 11: Supplemental Disclosure

Net interest expense is comprised of the following:
Three Months EndedNine Months Ended
(In millions)November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Long-term debt$363 $365 $1,092 $1,075 
Short-term borrowings— — — 15 
Lease obligations6 6 18 19 
Interest income(50)(27)(124)(78)
Interest capitalized(2)(1)(4)(4)
Interest on tax uncertainties— — 3 — 
Other— 2 — 6 
Interest – net$317 $345 $985 $1,033 

Supplemental disclosures of cash flow information:
Nine Months Ended
(In millions)November 1, 2024November 3, 2023
Cash paid for interest, net of amount capitalized$1,410 $1,415 
Cash paid for income taxes – net1,2
1,384 3,163 
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities$37 $46 
Leased assets obtained in exchange for new operating lease liabilities3
442 497 
Cash dividends declared but not paid650 633 
1 Cash paid for income taxes - net for the nine months ended November 1, 2024 includes $800 million of cash paid for the purchase of federal transferable tax credits.
2 Cash paid for income taxes - net for the nine months ended November 3, 2023 includes $1.2 billion of estimated income tax payments for the third and fourth quarter of fiscal 2022 that were deferred under the Internal Revenue Service’s income tax relief for businesses located in states affected by Hurricane Ian.
3 Excludes $31 million of leases signed but not yet commenced as of November 1, 2024.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Lowe’s Companies, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of November 1, 2024 and November 3, 2023, the related consolidated statements of earnings, comprehensive income, and shareholders’ deficit for the fiscal three-month and nine-month periods ended November 1, 2024 and November 3, 2023, and cash flows for the fiscal nine-month periods ended November 1, 2024 and November 3, 2023, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of February 2, 2024, and the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 25, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 2, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina
November 27, 2024
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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity and capital resources during the three and nine months ended November 1, 2024, and November 3, 2023. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2024 (the Annual Report), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of fiscal 2023. This discussion and analysis is presented in four sections:

•Executive Overview
•Operations
•Financial Condition, Liquidity and Capital Resources
•Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

The following table highlights our financial results:
Three Months EndedNine Months Ended
(in millions, except per share data)
November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Net sales
$20,170 $20,471 $65,120 $67,775 
Net earnings
1,695 1,773 5,833 6,706 
Diluted earnings per share
2.99 3.06 10.22 11.40 
Net cash provided by operating activities
$8,714 $7,032 
Capital expenditures
1,379 1,344 
Repurchases of common stock1
2,515 5,930 
Cash dividend payments
1,916 1,899 
1    Repurchases of common stock on a trade-date basis.

Net sales in the third quarter of fiscal 2024 declined 1.5% to $20.2 billion compared to net sales of $20.5 billion in the third quarter of fiscal 2023. Comparable sales for the third quarter of fiscal 2024 decreased 1.1%, consisting of a 1.3% decrease in comparable customer transactions, partially offset by an increase of 0.2% in comparable average ticket. Net earnings in the third quarter of fiscal 2024 were $1.7 billion, compared to net earnings of $1.8 billion in the third quarter of fiscal 2023. Diluted earnings per common share were $2.99 in the third quarter of fiscal 2024 compared to $3.06 in the third quarter of fiscal 2023. Included in the third quarter of 2024 results was pre-tax income of $54 million consisting of a realized gain on the contingent consideration associated with the fiscal 2022 sale of the Canadian retail business, which increased diluted earnings per common share by $0.10. Excluding the impact of this item, adjusted diluted earnings per common share was $2.89 in the third quarter of 2024 (see the non-GAAP financial measures discussion).

For the first nine months of fiscal 2024, cash flows from operating activities were approximately $8.7 billion, with $1.4 billion used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, during the three months ended November 1, 2024, we repurchased $758 million of common stock and paid $654 million in dividends.

Third quarter fiscal 2024 comparable sales declined 1.1% driven by continued softness in Do-It-Yourself (DIY) demand, partially offset by storm-related sales and continued strength with our Pro customers and online. Growth with our Pro customers is driven by the investments we have made to better serve the small-to-medium sized Pro as part of our Total Home strategy. In addition, investments in our supply chain and Pro job site delivery enabled us to quickly mobilize essential supplies to those areas impacted by the recent hurricanes Helene and Milton.

Our continued disciplined expense management across the Company has enabled us to deliver strong operating performance during a challenging economic setting. While the near-term macroeconomic environment remains uncertain, the core medium-to-long-term drivers of our business are strong: home price appreciation, disposable personal income, and aging housing stock. We believe these drivers, along with Millennial household formation and Baby Boomers aging in place, support demand over the long-term, particularly as interest rate pressure begins to ease. In the meantime, we plan to continue investing in our Total
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Home strategy, while maintaining operational discipline, to position the Company for profitable market share growth when the home improvement market recovers.

OPERATIONS

The following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of earnings (unaudited), as well as the percentage change in dollar amounts from the prior period. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).
Three Months EndedBasis Point Increase/(Decrease) in Percentage of Net SalesNine Months EndedBasis Point Increase/(Decrease) in Percentage of Net Sales
November 1, 2024November 3, 2023November 1, 2024November 3, 2023
Net sales100.00 %100.00 %N/A100.00 %100.00 %N/A
Gross margin33.69 33.66 333.45 33.67 (22)
Expenses:
Selling, general and administrative18.97 18.37 6018.22 17.23 99
Depreciation and amortization2.15 2.12 31.97 1.88 9
Operating income12.57 13.17 (60)13.26 14.56 (130)
Interest – net1.57 1.68 (11)1.51 1.52 (1)
Pre-tax earnings11.00 11.49 (49)11.75 13.04 (129)
Income tax provision2.59 2.83 (24)2.79 3.14 (35)
Net earnings8.41 %8.66 %(25)8.96 %9.90 %(94)

The following table sets forth key metrics utilized by management in assessing business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).
Three Months EndedNine Months Ended
Other MetricsNovember 1, 2024November 3, 2023November 1, 2024November 3, 2023
Comparable sales decrease 1
(1.1)%(7.4)%(3.6)%(4.3)%
Total customer transactions (in millions)
194 197 632 655 
Average ticket 2
$103.80 $104.02 $103.12 $103.54 
At end of period:
Number of stores1,747 1,746 
Sales floor square feet (in millions)195 195 
Average store size selling square feet (in thousands) 3
112 112 
Net earnings to average debt and shareholders’ deficit26.8 %30.5 %
Return on invested capital 4
31.2 %35.0 %
1    A comparable location is defined as a retail location that has been open longer than 13 months. A location that is identified for relocation is no longer considered comparable in the month of its relocation. The relocated location must then remain open longer than 13 months to be considered comparable. A location we decide to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Operating locations which are sold are included in comparable sales until the date of sale. Comparable sales are presented on a transacted basis when tender is accepted from a customer. Comparable sales include online sales, which impacted third quarter fiscal 2024 and fiscal 2023 comparable sales by approximately 55 basis points and -40 basis points, respectively, and year-to-date fiscal 2024 and fiscal 2023 sales by approximately 35 basis points and 30 basis points, respectively. The comparable store sales calculation included in the preceding table was calculated using comparable 13-week and 39-week periods.
2    Average ticket is defined as net sales divided by the total number of customer transactions.
3    Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period.
4    Return on invested capital is calculated using a non-GAAP financial measure. See below for additional information and reconciliations of non-GAAP measures.
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Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

Adjusted diluted earnings per share is considered a non-GAAP financial measure. The Company believes this non-GAAP financial measure provides useful insight for analysts and investors in understanding the comparison of operational performance for fiscal 2024. Adjusted diluted earnings per share excludes the impact of a certain item, further described below, not contemplated in the Company’s business outlook for fiscal 2024. There were no non-GAAP adjustments to diluted earnings per share for the three months ended November 3, 2023.

Fiscal 2024 Impacts
•In the third quarter of fiscal 2024, the Company recognized pre-tax income of $54 million consisting of a realized gain on the contingent consideration associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).

Adjusted diluted earnings per share should not be considered an alternative to, or more meaningful indicator of, the Company’s diluted earnings per common share as prepared in accordance with GAAP. The Company’s methods of determining non-GAAP financial measures may differ from the method used by other companies and may not be comparable.

Three Months Ended
November 1, 2024
Pre-Tax Earnings
Tax1
Net Earnings
Diluted earnings per share, as reported$2.99 
Non-GAAP adjustments – per share impacts
Canadian retail business transaction(0.10)— (0.10)
Adjusted diluted earnings per share$2.89 
1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. Management believes ROIC is a meaningful metric for analysts and investors as a measure of how effectively the Company is using capital to generate financial returns. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC.  Accordingly, the method used by our management may differ from the methods used by other companies.  We encourage you to understand the methods used by another company to calculate ROIC before comparing its ROIC to ours.

We define ROIC as the rolling 12 months’ lease adjusted net operating profit after tax (Lease adjusted NOPAT) divided by the average of current year and prior year ending debt and shareholders’ deficit. Lease adjusted NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure. The calculation of ROIC, together with a reconciliation of net earnings to Lease adjusted NOPAT, is as follows:
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For the Periods Ended
(In millions, except percentage data)November 1, 2024November 3, 2023
Calculation of Return on Invested Capital
Numerator
Net Earnings$6,853 $7,664 
Plus:
Interest expense – net1,333 1,355 
Operating lease interest172 158 
Provision for income taxes2,137 2,554 
Lease adjusted net operating profit10,495 11,731 
Less:
Income tax adjustment1
2,495 2,933 
Lease adjusted net operating profit after tax$8,000 $8,798 
Denominator
Average debt and shareholders’ deficit2
$25,603 $25,125 
Net earnings to average debt and shareholders’ deficit26.8 %30.5 %
Return on invested capital3
31.2 %35.0 %
1    Income tax adjustment is defined as lease adjusted net operating profit multiplied by the effective tax rate, which was 23.8% and 25.0% for the periods ended November 1, 2024, and November 3, 2023, respectively.
2    Average debt and shareholders’ deficit is defined as average current year and prior year ending debt, including current maturities, short-term borrowings, and operating lease liabilities, plus the average current year and prior year ending total shareholders’ deficit.
3 For the periods ended November 1, 2024, and November 3, 2023, return on invested capital was impacted approximately 35 basis points and -125 basis points, respectively, as a result of the sale of the Canadian retail business.

Results of Operations

Net Sales – Net sales in the third quarter of 2024 decreased 1.5% to $20.2 billion. Comparable sales declined 1.1%, consisting of a 1.3% decline in comparable customer transactions, partially offset by a 0.2% increase in comparable average ticket.

During the third quarter of 2024, we experienced growth in Building Materials, Hardware, and Seasonal & Outdoor Living, as well as performance above company average in Paint, which reflect continued strong demand with the Pro customer and online, along with storm-related demand lift.

Net sales in the first nine months of 2024 decreased 3.9% to $65.1 billion. Comparable sales also declined 3.6% over the same period, driven by a 3.6% decline in comparable customer transactions, while comparable average ticket was flat.

Gross Margin – For the third quarter of 2024, gross margin as a percentage of sales increased three basis points. Gross margin rate benefited from ongoing productivity initiatives, partially offset by investments in our supply chain and storm-related product mix and damages.

For the first nine months of 2024, gross margin as a percentage of sales contracted 22 basis points, primarily due to ongoing investments in our supply chain and a decline in credit revenue, partially offset by lower transportation costs.

SG&A – For the third quarter of 2024, SG&A expense deleveraged 60 basis points as a percentage of sales compared to the third quarter of 2023, primarily due to employee compensation & benefits, advertising, and incremental direct storm-related costs, partially offset by the current year gain on contingent consideration associated with the fiscal 2022 sale of the Canadian retail business.

For the first nine months of 2024, SG&A expense as a percentage of sales deleveraged 99 basis points as a percentage of sales, primarily due to the same factors that impacted SG&A for the third quarter, in addition to the cycling of prior year favorable legal settlements.

Depreciation and Amortization – Depreciation and amortization deleveraged three basis points as a percentage of sales for the third quarter of 2024 compared to 2023.
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For the first nine months of 2024, depreciation and amortization deleveraged nine basis points as a percentage of sales.

Interest – Net – Net interest expense for the third quarter of 2024 leveraged 11 basis points as a percentage of sales.

Net interest expense for the first nine months of 2024 leveraged one basis point as a percentage of sales.

Income Tax Provision – Our effective income tax rates were 23.6% and 24.6% for the three months ended November 1, 2024 and November 3, 2023, respectively, and 23.8% and 24.1% for the nine months ended November 1, 2024 and November 3, 2023, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

Cash flows from operations, combined with our continued access to capital markets on both a short-term and long-term basis, as needed, remain adequate to fund our operations, make strategic investments to support long-term growth, return excess cash to shareholders in the form of dividends and share repurchases, and repay debt maturities as they become due. We believe these sources of liquidity will continue to support our business for the next twelve months. As of November 1, 2024, we held $3.3 billion of cash and cash equivalents, as well as $4.0 billion in undrawn capacity on our revolving credit facilities.

Cash Flows Provided by Operating Activities
Nine Months Ended
(In millions)November 1, 2024November 3, 2023
Net cash provided by operating activities$8,714 $7,032 

Cash flows from operating activities continued to provide the primary source of our liquidity.  The increase in net cash provided by operating activities for the nine months ended November 1, 2024, compared to the nine months ended November 3, 2023, was primarily driven by timing of prior year income tax payments and other changes in working capital, partially offset by lower net earnings. Cash flows relating to changes in other operating liabilities improved $1.7 billion driven by the first quarter of fiscal 2023 payment of our third and fourth quarter fiscal 2022 estimated federal tax payments that were deferred under the income tax relief announced by the IRS for businesses located in states impacted by Hurricane Ian. In addition, net cash flows relating to changes in inventory and accounts payable increased $880 million primarily due to a timing shift of purchases relative to the prior year period.

Cash Flows Used in Investing Activities
Nine Months Ended
(In millions)November 1, 2024November 3, 2023
Net cash used in investing activities$(1,320)$(1,306)

Net cash used in investing activities primarily consists of transactions related to capital expenditures. Our capital expenditures generally consist of investments in our strategic initiatives and technology to enhance our ability to serve customers, improve existing stores, and support expansion plans. Capital expenditures were $1.4 billion and $1.3 billion for the nine months ended November 1, 2024, and November 3, 2023, respectively. For fiscal 2024, our guidance for capital expenditures is approximately $2.0 billion.

Cash Flows Used in Financing Activities
Nine Months Ended
(In millions)November 1, 2024November 3, 2023
Net cash used in financing activities$(5,044)$(5,864)

Net cash used in financing activities primarily consists of transactions related to our debt, share repurchases, and cash dividend payments.

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Debt

Our commercial paper program is supported by the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement. The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under our commercial paper program. There were no outstanding borrowings under our commercial paper program, 2023 Credit Agreement, or the Third Amended and Restated Credit Agreement as of November 1, 2024. Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement as of November 1, 2024, was $4.0 billion.

The 2023 Credit Agreement and the Third Amended and Restated Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at November 1, 2024.

The following table includes additional information related to our debt for the nine months ended November 1, 2024, and November 3, 2023:
Nine Months Ended
(In millions)November 1, 2024November 3, 2023
Net proceeds from issuance of debt$— $2,983 
Repayment of debt(522)(576)
Net change in commercial paper— (499)
Maximum commercial paper outstanding at any period250 2,195 

Share Repurchases

We have an ongoing share repurchase program, authorized by the Company’s Board of Directors, that is executed through purchases made from time to time either in the open market or through private off-market transactions. We also withhold shares from employees to satisfy tax withholding liabilities. Shares repurchased are retired and returned to authorized and unissued status. The following table provides, on a settlement date basis, the total number of shares repurchased, average price paid per share, and the total cash used to repurchase shares for the nine months ended November 1, 2024, and November 3, 2023:
Nine Months Ended
(In millions, except per share data)November 1, 2024November 3, 2023
Total amount paid for share repurchases1
$2,681 $5,937 
Total number of shares repurchased11.2 21.0 
Average price paid per share$239.11 $207.60 
1 Excludes unsettled share repurchases and unpaid excise taxes.

As of November 1, 2024, we had $12.2 billion remaining available under our share repurchase program with no expiration date. The Company determines the timing and amount of repurchases based on its assessment of various factors including prevailing market conditions, alternate uses of capital, liquidity, and the economic environment, among others. The timing and amount of these share repurchases are subject to change at any time.

Dividends

Dividends are paid in the quarter immediately following the quarter in which they are declared. Dividends paid per share increased from $3.20 per share for the nine months ended November 3, 2023, to $3.35 per share for the nine months ended November 1, 2024.

Capital Resources

We expect to continue to have access to the capital markets on both a short-term and long-term basis when needed for liquidity purposes. The availability and the borrowing costs of these funds could be adversely affected, however, by a downgrade of our debt ratings or a deterioration of certain financial ratios.  The table below reflects our debt ratings by Standard & Poor’s (S&P) and Moody’s as of November 27, 2024, which we are disclosing to enhance understanding of our sources of liquidity and the effect of our ratings on our cost of funds.  Our commercial paper and senior debt ratings may be subject to revision or
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withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.
Debt RatingsS&PMoody’s
Commercial PaperA-2P-2
Senior DebtBBB+Baa1
Senior Debt OutlookStableStable

There are no provisions in any agreements that would require early cash settlement of existing debt or leases as a result of a downgrade in our debt rating or a decrease in our stock price.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are described in Note 1 to the consolidated financial statements presented in the Annual Report. Our critical accounting policies and estimates are described in “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report. Our significant and critical accounting policies and estimates have not changed significantly since the filing of the Annual Report.

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to certain market risks, including changes in interest rates and commodity prices. The Company’s market risks have not changed materially from those disclosed in the Annual Report for the fiscal year ended February 2, 2024.

Item 4. - Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures,” (as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of November 1, 2024, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

The Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems. These updates are expected to continue for the next few years, and management will continue to evaluate the design and implementation of the Company’s internal controls over financial reporting as the transformation continues. No change in the Company’s internal control over financial reporting occurred during the quarter ended November 1, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II – OTHER INFORMATION

Item 1. - Legal Proceedings

In addition to the matter referenced in our annual report on Form 10-K for the fiscal year ended February 2, 2024, the Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company applies a threshold of $1,000,000 for purposes of disclosing environmental proceedings involving a governmental authority, if any, under this Item 1. The Company does not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on its results of operations, financial position or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.

Item 1A. - Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report filed with the SEC on March 25, 2024.

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds    

Issuer Purchases of Equity Securities

The following table sets forth information with respect to purchases of the Company’s common stock on a trade date basis made during the three months ended November 1, 2024:
Total Number of Shares Purchased1
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs2, 3
August 3, 2024 - August 30, 2024382,151 $238.14 382,124 $12,845,013,032 
August 31, 2024 - October 4, 20244
1,318,992 264.33 1,312,497 12,445,013,032 
October 5, 2024 - November 1, 20244
1,150,665 271.22 1,150,375 12,186,027,385 
As of November 1, 20242,851,808 $263.60 2,844,996 $12,186,027,385 
1The total number of shares repurchased includes shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of share-based awards.
2On December 7, 2022, the Company announced that its Board of Directors authorized an additional $15.0 billion of share repurchases with no expiration.
3Excludes excise tax on share repurchases in excess of issuances, which is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ deficit.
4In September 2024, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase the Company’s common stock. At inception, pursuant to the agreement, the Company paid $400 million to the financial institution and received an initial delivery of 1.3 million shares. In October 2024, the Company finalized the transaction and received an additional 0.2 million shares. The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. See Note 8 to the consolidated financial statements included herein for additional information regarding share repurchases.

Item 5. - Other Information

During the three months ended November 1, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Regulation S-K, Item 408).
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Item 6. - Exhibits
Exhibit
Number		Incorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
3.110-Q001-078983.1September 1, 2009
3.28-K001-078983.1November 16, 2022
10.1
15.1
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡
101.SCHInline XBRL Taxonomy Extension Schema Document.‡
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.‡
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.‡
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.‡
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.‡
104Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡
*Indicates a management contract or compensatory plan or arrangement.
‡Filed herewith.
†Furnished herewith.
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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LOWE’S COMPANIES, INC.
(Registrant)
November 27, 2024By: /s/ Dan C. Griggs, Jr.
DateDan C. Griggs, Jr.
Senior Vice President, Tax and Chief Accounting Officer
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