Lowe's (LOW) 10-K risk factor changes: FY2024 vs FY2023

You should read these risk factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [Item [removed: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] [added: 7](#i1ca1ea02dc6c48468c97967128720c94_49)] and our consolidated financial statements and related notes in [Item [removed: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88).][added: 8](#i1ca1ea02dc6c48468c97967128720c94_88).]

Failure to identify such trends, adapt our business concept, implement an increasingly localized merchandising assortment, and implement related strategic initiatives [removed: successfully] [added: successfully,] could negatively affect our relationship with our customers, the demand for the home improvement products and services we sell, the rate of growth of our business, our market share, and results of operations.

The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us to, and will continue to require us to, deliver large, complex programs requiring [removed: integrated planning, initiative prioritization, and program sequencing.]

These initiatives have required, and will continue to require, new competencies in many positions, and our management, associates, and contractors have had [removed: to] [added: to,] and will need to continue [removed: to] [added: to,] adapt and learn new skills and capabilities.

Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being [added: written down or written off.]

| | | | [removed: ] [added: ] | | | 8 | | |

We will be at a competitive disadvantage if, over time, our competitors are more effective than us in their utilization and integration of rapidly evolving technologies, including [removed: artificial intelligence] [added: AI] and machine learning technologies.

It is important that we attract and retain a [removed: diverse] [added: qualified] workforce that can deliver relevant, [removed: culturally] competent, and differentiated experiences for a wide variety of culturally diverse customers.

Our ability to meet our labor needs, particularly in a competitive labor market, while controlling our costs is subject to a variety of external factors, including wage rates, the availability of and competition for talent, health care and other benefit costs, our brand image and reputation, changing demographics and the adoption of new or revised legislation or regulations governing immigration, employment, labor relations, minimum wage, health care [removed: benefits] [added: benefits,] and family and medical leave.

[removed: Wages are increasing across the United States, and due to competition among potential employers, we] [added: We] are subject to upward pressure on associate wages and employer-provided benefits, which in turn increases labor costs.

[removed: We] [added: Further, we] are subject to labor organizing efforts from time to time, and if we become subject to collective bargaining agreements in the future, it could affect how we operate our business.

[removed: In addition to our United States operations, we have support] offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our business and results of operations.

| 9 | | | [removed: ] [added: ] | | | | | |

In addition, failure to meet our stated environmental and social [removed: goals,] [added: objectives,] and [removed: consumer] [added: consumer, shareholder,] and [removed: shareholder] [added: other stakeholder] concerns about our environmental and social practices are potential sources of reputational risk.

If our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding safety or quality, we could experience lost sales and increased costs and be exposed to legal, [removed: financial] [added: financial,] and reputational risks.

For example, impacts related to the COVID-19 pandemic placed strains on the domestic and international supply chain, which negatively affected the flow and availability of our products in the [removed: past] [added: past,] due to difficulties in timely obtaining products from the manufacturers and suppliers of our products.

| | | | [removed: ] [added: ] | | | 10 | | |

We [removed: source] [added: source, both directly and indirectly,] a [removed: large number] [added: portion] of [removed: our] [added: the] products [added: we sell] from foreign manufacturers, with China [added: and Mexico] being the dominant import [removed: source.][added: sources.]

Tax and trade policies, tariffs, and other regulations affecting trade between the United States and other countries, [removed: especially China,] [added: such as China and Mexico,] increase the cost of our merchandise sourced from outside of the United States, which represents a large percentage of our private branded and national brand merchandise.

In addition, other countries [removed: may change] [added: have responded by changing] their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations already enacted or that may be enacted in the future.

In recent years, U.S. ports have been impacted by capacity constraints, port congestion and delays, periodic labor disputes, security issues, weather-related events, and natural [removed: disasters, which were further exacerbated by the COVID-19 pandemic.][added: disasters.]

If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we experience delays in inventory, increased delivery [removed: costs] [added: costs,] or merchandise out-of-stocks that could lead to lost sales and decreased customer confidence, and adversely affect our results of operations.

| 11 | | | [removed: ] [added: ] | | | | | |

[added: If these vendors or service providers discontinue operations or are unable to perform as expected, or if we] fail to manage them properly or we are unable to replace them quickly, our business could be adversely affected, at least temporarily, until we are able to replace them.

Additionally, we have other affiliated websites and mobile apps through which we seek to inspire, inform, cross-sell, establish online communities among, and otherwise interact [removed: with] [added: with,] our customers, including [removed: through online visualization and configuration tools.]

| | | | [removed: ] [added: ] | | | 12 | | |

Additionally, the rapid evolution of [removed: artificial intelligence] [added: AI] and machine learning technologies and the implementation of pilot programs integrating generative [removed: artificial intelligence] [added: AI] into our internal and customer-facing systems may intensify our cybersecurity risks and create new risks to our business, operations, and financial condition.

See [Item [removed: 1C](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382)] [added: 1C](#i1ca1ea02dc6c48468c97967128720c94_25)] of this Form 10-K, “Cybersecurity,” for more information on our cybersecurity risk management and governance.

If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction [added: fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected.]

| 13 | | | [removed: ] [added: ] | | | | | |

[removed: We may not] realize the anticipated benefits from such transactions, we may be exposed to additional liabilities of any acquired business or joint venture, and we may be exposed to litigation in connection with the strategic transaction.

*Our sales are dependent upon the health and stability of the general economy.* *Adverse changes in macroeconomic factors specific to the home improvement industry [added: have in the past and] may [added: in the future] negatively impact the rate of growth of our total sales and comparable sales.*

Many macroeconomic factors [added: have in the past and] may [added: in the future] adversely affect our financial performance.

Additionally, in fiscal [removed: 2023,] [added: 2024,] we continued to operate in an environment with inflationary pressures and higher interest [removed: rates.][added: rates, which has adversely impacted consumer discretionary spending.]

[removed: In particular, if] [added: If] cost inflation of merchandise increases beyond our ability to control or respond effectively, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.

*Our business [added: has been and] could [added: continue to] be affected by uncharacteristic or significant weather conditions, [removed: including natural disasters and changes in climate,] as well as other catastrophic events, which could impact our operations.*

Natural disasters, such as hurricanes and tropical storms, fires, floods, tornadoes, and earthquakes; unseasonable, or unexpected or extreme weather conditions, such as major or extended winter storms or droughts, whether as a result of climate change or otherwise; severe changes in climate; pandemics and public health concerns; acts of terrorism or violence, including active shooter situations; civil unrest; or similar disruptions and catastrophic events [removed: can affect consumer spending and confidence] [added: could have,] and [added: in certain instances in the past had, an adverse effect on our operations or financial performance.]

| | | | [removed: ] [added: ] | | | 14 | | |

[added: These events can affect consumer spending and confidence and] consumers’ disposable income, particularly with respect to home improvement or construction projects, and could have an adverse effect on our financial performance.

Natural disasters or catastrophic climate events [removed: may increase] [added: may, and in certain instances in the past has, increased] demand for certain of our products, and if we are unable to meet such customer demands, our reputation, business, and financial operations could be harmed, particularly if our responses to such events are less adequate than those of our competitors.

integrated planning, initiative prioritization, and program sequencing.

In addition to our United States operations, we have support

We have been, and in the future may be, subject to criticism in the media and negative social media campaigns related to certain initiatives, including those related to diversity and inclusion, and changes in those initiatives.

Widespread dissemination of such criticism at times may adversely impact our relationships with our associates, customers, shareholders, and other stakeholders.

In addition, the use of social media platforms and other technologies has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other actions.

Complications in the free movement of goods in North America, an escalation of tariff activity elsewhere in the world or changes to existing free trade agreements, like the United States-Mexico-Canada Agreement (USMCA), could adversely impact our financial results.

Increased import tariffs and other changes in trade policy could also negatively impact consumer demand for the products we sell.

In addition to the potential direct impacts of increased tariff activity, longer term macroeconomic consequences could result, including slower growth, inflation, and higher interest rates.

through online visualization and configuration tools.

*Our growing use of AI and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used and/or a complex, developing regulatory environment.*

We currently leverage internally developed and third-party developed AI, including both predictive and generative AI-powered solutions, to facilitate a more efficient operation of our business and to enhance the experience of our customers.

We have developed an AI framework designed to enhance the customer experience and unlock productivity across three pillars – how we sell, how we shop, and how we work.

We use AI-powered solutions designed to enable quick and personalized customer interactions, design assistance platforms, and tools for better forecasting, sourcing, inventory planning, and faster fulfillment.

We face risk of competitive disadvantage if our competitors more effectively use AI to better serve customers, drive internal efficiencies, and create new or enhanced products or services.

Additionally, we are making investments to expand our AI capabilities in our business, including ongoing deployment and improvement of existing machine learning and AI technologies, as well as developing new features using AI technologies.

We anticipate increased investments in the future to improve our use of AI, however, there can be no assurance that the development or usage of, or our investments in, AI will always enhance our products or services or be beneficial to our business.

Further, the rapidly evolving legal and regulatory environment relating to AI and privacy could impact our implementation of AI technology and increase compliance costs and the risk of non-compliance.

Flaws, breaches, or malfunctions in these systems could lead to operational disruptions, data loss, erroneous decision-making, regulatory scrutiny, reputational harm, or legal liability.

We may not

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

written down or written off.

Further, there is increased labor organizing activity in the United States.

If these vendors or service providers discontinue operations or are unable to perform as expected, or if we

fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected.

For example, in fiscal 2022, the Company recorded pre-tax impairment, loss on sale, and other closing costs of $2.5 billion related to the sale of its Canadian retail business, which reduced earnings for fiscal 2022.

The following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the two-year period ended [removed: February 2, 2024] [added: January 31, 2025] (our fiscal years [removed: 2023] [added: 2024] and [removed: 2022).][added: 2023).]

Unless otherwise noted, all references herein for the years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] represent the fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, 2023, [removed: and January 28, 2022,] respectively.

Fiscal years [removed: 2023] [added: 2024] and [removed: 2021] [added: 2023] contained 52 weeks of operating results compared to fiscal year 2022, which contained 53 weeks.

- [Executive [removed: Overview](#ie53e79ce3bdf44479a0b9c30b02f6a2c_52)][added: Overview](#i1ca1ea02dc6c48468c97967128720c94_52)]

- [Financial Condition, Liquidity and Capital [removed: Resources](#ie53e79ce3bdf44479a0b9c30b02f6a2c_70)][added: Resources](#i1ca1ea02dc6c48468c97967128720c94_70)]

- [Critical Accounting Policies and [removed: Estimates](#ie53e79ce3bdf44479a0b9c30b02f6a2c_79)][added: Estimates](#i1ca1ea02dc6c48468c97967128720c94_79)]

| (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 20221] [added: 2023] | | | | | | [removed: 2021] [added: 20221] | | |

| Net sales | | | $ | [removed: 86,377] [added: 83,674] | | | | | $ | [removed: 97,059] [added: 86,377] | | | | | $ | [removed: 96,250] [added: 97,059] | |

| Net earnings | | | [removed: 7,726] [added: 6,957] | | | | | | [removed: 6,437] [added: 7,726] | | | | | | [removed: 8,442] [added: 6,437] | | |

| Diluted earnings per share | | | $ | [removed: 13.20] [added: 12.23] | | | | | $ | [removed: 10.17] [added: 13.20] | | | | | $ | [removed: 12.04] [added: 10.17] | |

| [removed: Adjusted] [added: Adjusted] diluted earnings per [removed: share2] [added: share] | | | [removed: 13.09] | | | | | | [removed: 13.81] | | | | | | [removed: N/A] [added: $] | [added: 11.99] | | [added: | | | | | | | | | | | | | | | $ | 13.09 | |]

| Net cash provided by operating activities | | | $ | [removed: 8,140] [added: 9,625] | | | | | $ | [removed: 8,589] [added: 8,140] | | | | | $ | [removed: 10,113] [added: 8,589] | |

| Capital expenditures | | | [removed: 1,964] [added: 1,927] | | | | | | [removed: 1,829] [added: 1,964] | | | | | | [removed: 1,853] [added: 1,829] | | |

| Repurchases of common [removed: stock3] [added: stock2] | | | [removed: 6,334] [added: 3,929] | | | | | | [removed: 14,128] [added: 6,334] | | | | | | [removed: 13,074] [added: 14,128] | | |

| Cash dividend payments | | | [removed: 2,531] [added: 2,566] | | | | | | [removed: 2,370] [added: 2,531] | | | | | | [removed: 1,984] [added: 2,370] | | |

The fiscal years ended [added: January 31, 2025 and] February 2, 2024 [removed: and January 28, 2022] had 52 [removed: weeks*][added: weeks.*]

[removed: 3] [added: 2] *Repurchases of common stock on a trade-date basis.*

Net sales for fiscal [removed: 2023] [added: 2024] decreased [removed: 11.0%] [added: 3.1%] from fiscal [removed: 2022] [added: 2023] to [removed: $86.4] [added: $83.7] billion.

Comparable sales for fiscal [removed: 2023] [added: 2024] decreased [removed: 4.7%,] [added: 2.7%,] consisting of a [removed: 4.6%] [added: 3.0%] decrease in comparable customer transactions, and a [removed: 0.1% decrease] [added: 0.3% increase] in comparable average ticket.

Diluted earnings per common share [removed: increased 29.8%] [added: decreased 7.4%] in fiscal [removed: 2023] [added: 2024] to [removed: $13.20] [added: $12.23] from [removed: $10.17] [added: $13.20] in fiscal [removed: 2022.][added: 2023.]

Included in [added: the] fiscal 2023 results is [removed: pre-tax income of] $63 million [added: of pre-tax income] associated with the [removed: fiscal 2022] sale of the Canadian retail business, which increased diluted earnings per share by [removed: $0.11.][added: $0.11 in fiscal year 2023.]

Included in [removed: the] fiscal [removed: 2022] [added: 2024] results is [removed: $2.5 billion of] pre-tax [removed: costs] [added: income of $177 million] associated with the [added: fiscal 2022] sale of the Canadian retail [removed: business consisting of long-lived asset impairment, loss on sale, and additional closing costs,] [added: business,] which [removed: decreased] [added: increased] diluted earnings per share by [removed: $3.64.][added: $0.24.]

Adjusting for these items, adjusted diluted earnings per common share decreased [removed: 5.2%] [added: 8.4%] to [removed: $13.09] [added: $11.99] in [removed: 2023] [added: 2024] from adjusted diluted earnings per common share of [removed: $13.81] [added: $13.09] in [removed: 2022] [added: 2023] (see the [non-GAAP financial [removed: measures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_61)] [added: measures](#i1ca1ea02dc6c48468c97967128720c94_67)] discussion).

For fiscal [removed: 2023,] [added: 2024,] cash flows from operating activities were [removed: $8.1] [added: $9.6] billion, with [removed: $2.0] [added: $1.9] billion used for capital expenditures.

Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased [removed: $6.3] [added: $3.9] billion of common stock and paid [removed: $2.5] [added: $2.6] billion in dividends during the year.

| [removed: 23] | | | [removed: ] [added: ] | | | [added: 24] | | |

[removed: Persistent macroeconomic pressures impacted our] [added: Our] DIY customer [removed: demand in fiscal 2023,] [added: categories were impacted by lower DIY discretionary demand,] particularly in bigger-ticket [removed: purchases.][added: interior projects.]

The core demand drivers of our business that we track [removed: are] [added: remain unchanged:] disposable personal income, home price appreciation, and the age of the housing stock.

Trends such as millennial household formation, [added: the] elderly preference to age in place, and [removed: a] [added: the] persistence of remote work [added: also] support [removed: the] home improvement [removed: market, and we believe we are well-positioned to execute our strategic plan.][added: market demand.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Gross margin | | | [removed: 33.39] [added: 33.32] | | | | | | [removed: 33.23] [added: 33.39] | | | | | | [removed: 33.30] [added: 33.23] | | | | | | [removed: 16] [added: (7)] | | | | | | [removed: (7)] [added: 16] | | |

| Selling, general and administrative | | | [removed: 18.02] [added: 18.74] | | | | | | [removed: 20.94] [added: 18.02] | | | | | | [removed: 19.01] [added: 20.94] | | | | | | [removed: (292)] [added: 72] | | | | | | [removed: 193] [added: (292)] | | |

| Depreciation and amortization | | | [removed: 1.99] [added: 2.07] | | | | | | [removed: 1.82] [added: 1.99] | | | | | | [removed: 1.73] [added: 1.82] | | | | | | [removed: 17] [added: 8] | | | | | | [removed: 9] [added: 17] | | |

| Operating income | | | [removed: 13.38] [added: 12.51] | | | | | | [removed: 10.47] [added: 13.38] | | | | | | [removed: 12.56] [added: 10.47] | | | | | | [removed: 291] [added: (87)] | | | | | | [removed: (209)] [added: 291] | | |

| Interest – net | | | [removed: 1.60] [added: 1.57] | | | | | | [removed: 1.16] [added: 1.60] | | | | | | [removed: 0.92] [added: 1.16] | | | | | | [removed: 44] [added: (3)] | | | | | | [removed: 24] [added: 44] | | |

| Pre-tax earnings | | | [removed: 11.78] [added: 10.94] | | | | | | [removed: 9.31] [added: 11.78] | | | | | | [removed: 11.64] [added: 9.31] | | | | | | [removed: 247] [added: (84)] | | | | | | [removed: (233)] [added: 247] | | |

| Income tax provision | | | [removed: 2.83] [added: 2.63] | | | | | | [removed: 2.68] [added: 2.83] | | | | | | [removed: 2.87] [added: 2.68] | | | | | | [removed: 15] [added: (20)] | | | | | | [removed: (19)] [added: 15] | | |

| Net earnings | | | [removed: 8.95] [added: 8.31] | | % | | | | [removed: 6.63] [added: 8.95] | | % | | | | [removed: 8.77] [added: 6.63] | | % | | | | [removed: 232] [added: (64)] | | | | | | [removed: (214)] [added: 232] | | |

| Other Metrics | | | [removed: 2023] [added: 2024] | | | | | | [removed: 20221] [added: 2023] | | | | | | [removed: 2021] [added: 20221] | | |

| Comparable sales [removed: (decrease)/increase2] [added: decrease2] | | | [removed: (4.7)] [added: (2.7)] | | % | | | | [removed: (0.9)] [added: (4.7)] | | % | | | | [removed: 6.9] [added: (0.9)] | | % |

- [Operations](#i1ca1ea02dc6c48468c97967128720c94_55)

Net earnings for fiscal 2024 decreased 10.0% to $7.0 billion.

Macroeconomic factors, such as ongoing inflation and higher interest rates resulting in depressed levels of housing turnover, continued to exert downward pressure on big-ticket DIY discretionary spending in fiscal 2024.

Despite these factors, we generated positive Pro customer comparable sales and increased Pro penetration for the year.

This is the result of our cumulative investments in the right brands and products, greater inventory depth, improved job site delivery, dedicated service levels, and the Pro customer digital experience.

In addition, our strong online performance gives us confidence that our focus on an intuitive user experience and omnichannel fulfillment capabilities, specifically more same-day delivery options and an improved Buy Online Pickup in Store experience, are resonating with our customers.

*Looking Forward*

We believe these drivers will sustain long-term demand as homeowners invest in repairs and upgrades.

While these demand drivers remain supportive, broader market uncertainties also exist around tariffs, tax policy, and the overall geopolitical environment.

We remain focused on delivering strong operating performance, while continuing to make the right long-term investments for growth.

This includes executing at a high level through the near-term market pressures by driving productivity, managing costs, and investing in our updated Total Home strategy while continuing to drive sustainable, long-term shareholder value.

Fiscal 2024 Compared to Fiscal 2023

During fiscal 2024, we had comparable sales increases in Building Materials.

An additional four product categories performed above the Company average, including Hardware, Rough Plumbing, Appliances, and Millwork.

This was primarily driven by employee compensation and benefits, due to higher bonus attainment and employee insurance costs, as well as cycling favorable legal settlements in the prior year.

Net interest expense in fiscal 2024 leveraged three basis points.

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

Cash flows relating to changes in other operating liabilities improved $2.1 billion due primarily to timing of federal estimated tax payments.

In addition, fiscal 2024 benefited from deferral of certain federal estimated tax payments that were deferred until fiscal 2025 under the income tax relief announced by the IRS for businesses impacted by Hurricane Helene.

| (In millions) | | | 2024 | | | | | | 2023 | | | | | | | | |

| (In millions) | | | 2024 | | | | | | 2023 | | | | | | | | |

In fiscal 2024, we repaid a $450 million senior note at maturity.

In fiscal 2023, we issued $3.0 billion of unsecured notes in March 2023, and during fiscal 2023, we also repaid a $500 million senior note at maturity.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

We record an inventory reserve for the estimated adjustment to mark down merchandise inventory to the lower of cost or net realizable value (LCNRV).

During fiscal 2024, our reserve decreased approximately $23 million to $222 million as of January 31, 2025.

During fiscal 2024, our self-insurance liabilities decreased approximately $138 million to $966 million as of January 31, 2025.

- [Operations](#ie53e79ce3bdf44479a0b9c30b02f6a2c_55)

2 *Adjusted diluted earnings per share is a non-GAAP financial measure.

See below for additional information and a reconciliation of non-GAAP measures.*

Prior year sales included approximately $1.4 billion due to the 53rd week, as well as $5.0 billion generated by our Canadian retail business, which was sold in the fourth quarter of fiscal 2022.

Net earnings for fiscal 2023 increased 20.0% to $7.7 billion.

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[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

While DIY demand remains uncertain, we are committed to highlighting value and convenience, both in our stores and online, to a price-conscious consumer, while maintaining a balanced focus on profitability.

Despite lumber deflation, we generated positive Pro customer comparable sales for the year, supported by the investments we have made in our Pro customer offerings.

In addition, our Perpetual Productivity Improvement (PPI) initiatives allowed us the flexibility to control costs and respond to changes in demand.

Our omnichannel investments enabled improved technology capabilities across our stores, as well as an enhanced customer experience.

Our focus will remain on making the right investments in our Total Home strategy while executing on our PPI initiatives through the near-term market uncertainty to drive meaningful long-term shareholder value.

For the purpose of the following discussion, comparable store sales, comparable customer transactions, and comparable average ticket are based upon comparable 52-week periods.

Prior year sales included $5.0 billion generated by our Canadian retail business, as well as approximately $1.4 billion due to the 53rd week.

During fiscal 2023, we experienced comparable sales increases in two of 14 product categories: Building Materials and Lawn & Garden.

Our DIY customer categories were impacted by lower DIY discretionary demand, particularly in bigger-ticket items, as consumers continue to navigate the macroeconomic environment.

Our lowest comparable sales were in Lumber which were pressured by significant commodity deflation.

This was primarily driven by cycling the long-lived asset impairment, loss on sale, and other closing costs associated with the sale of the Canadian retail business in the prior year, and two favorable legal settlements in the current year, partially offset by fixed cost deleverage due to lower sales.

Net interest expense in fiscal 2023 deleveraged 44 basis points primarily due to incremental interest expense related to the issuance of unsecured notes over the past year, partially offset by interest income on our cash equivalents and short-term investments.

The fiscal 2022 rate was unfavorably impacted by the partial deductibility of long-lived asset impairment and loss on sale associated with the sale of the Canadian retail business.

Fiscal 2022 Compared to Fiscal 2021

[and Results of Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/60667/000006066723000034/low-20230203.htm)” of our Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 27, 2023.

*•*In the third quarter of fiscal 2022, the Company recognized a pre-tax $2.1 billion long-lived asset impairment of the Canadian retail business.

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Adjusted diluted earnings per share | | | | | | | | | | | | | | | $ | 13.09 | | | | | | | | | | | | | | | | | $ | 13.81 | |

Other operating liabilities decreased operating cash flows $2.1 billion for fiscal 2023.

Inventory increased operating cash flow for fiscal 2023 by approximately $1.6 billion compared to a decrease of $2.6 billion in fiscal 2022.

Inventory declined in the current year as we managed inventory replenishment in line with sales trends and improved the timing of the spring product build.

In fiscal 2023, we issued $3.0 billion of unsecured notes in March 2023, the proceeds of which were designated for general corporate purposes.

Also in fiscal 2023, we paid approximately $500 million due to the scheduled payoff of notes at maturity.

Outstanding borrowings under the Company’s commercial paper program were $499 million, with a weighted average interest rate of 4.78%, as of February 3, 2023.

*Description*

We record an obsolete inventory reserve for the anticipated loss associated with selling inventories below cost.

During fiscal 2023, our reserve increased approximately $106 million to $245 million as of February 2, 2024.

*Judgments and uncertainties involved in the estimate*

*Effect if actual results differ from assumptions*

Long-Lived Asset Impairment

We review the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable.

When evaluating long-lived assets for impairment, our asset group is generally at an individual location level, as that is the lowest level for which cash flows are identifiable.

The fair value of our derivative financial instruments as of [removed: February 2, 2024,] [added: January 31, 2025,] was not material.

| | | | [removed: ] [added: ] | | | 32 | | |

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[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| 33 | | |  | | | | | |

As of [removed: February 2, 2024,] [added: January 31, 2025,] Lowe’s operated [removed: 1,746] [added: 1,748] home improvement stores and outlets in the United States, representing approximately 195 million square feet of retail selling space.

For additional information about the Company’s performance and financial condition, see [Item [removed: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49),] [added: 7](#i1ca1ea02dc6c48468c97967128720c94_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

Lowe’s is an omnichannel retailer whose [removed: core priorities are to provide] [added: focus is on helping customers solve problems and fulfill dreams for their homes by providing] an excellent customer experience, [removed: create] [added: creating] a great place to work for our associates, and [removed: improve] [added: improving] our communities, which we believe will create long-term, sustainable value for our shareholders.

[removed: Our] [added: The five pillars of our] Total Home strategy [removed: has the following five pillars:][added: are as follows:]

| [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | |

[added: -] We are [removed: increasing visibility to] [added: expanding] our installation services [removed: through improved signage throughout our stores and continuing] to [removed: improve the customer experience for our services,] [added: create a high value simplified installation solution,] which are provided by our network of independent installers or outsourced to our third-party model that sells, furnishes, and installs [added: both smaller refresh projects and] more complex projects.

The home improvement market in which we operate is highly fragmented, serving Pro customers, individual homeowners, and renters completing a wide array of projects that vary along the spectrum of [removed: do-it-yourself (DIY)] [added: DIY] and do-it-for-me (DIFM).

The Pro customer [removed: consists of] [added: at Lowe’s is primarily the small to medium sized Pro, which includes] three broad categories: tradespeople, repair and remodelers, and property managers.

We also monitor demographic and societal trends that shape home improvement industry [removed: growth, notably strong millennial household formation, and] [added: growth over time as] the [removed: persistence of remote work.][added: US population moves through major life stages and events.]

| 1 | | | [removed: ] [added: ] | | | | | |

Location of stores, product assortment, product pricing, and customer service continue to be key competitive factors in our industry, while the evolution of technology, including artificial intelligence [added: (AI)] and machine learning technologies, expansion of fulfillment capabilities, and customer expectations also underscore the importance of omnichannel capabilities as a competitive factor.

See further discussion of competition in [Item [removed: 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19),] [added: 1A](#i1ca1ea02dc6c48468c97967128720c94_19),] “Risk Factors”, of this Annual Report.

[removed: Our omnichannel capabilities allow] [added: This allows] our customers to move from channel to channel with simple and seamless transitions even within the same transaction.

For example, for many projects, [removed: more than half] [added: the majority] of our customers conduct research online before making an in-store purchase.

Our [removed: 1,746] [added: 1,748] Lowe’s-branded home improvement stores and outlet stores are generally open seven days per week and average approximately 112,000 square feet of retail selling space, plus approximately 32,000 square feet of outdoor garden center selling space.

We continue to develop and implement productivity [removed: tools] [added: tools, including our front-end transformation and freight flow optimization initiatives,] to enhance the efficiency of our sales associates and [removed: to integrate our order management, inventory management, and fulfillment processes.][added: improve the customer experience.]

Our Lowe’s Outlet stores have a smaller format and offer value to our customers through incremental savings on [removed: big and bulky] [added: discontinued, overstocked, or] scratch and dent items.

| | | | [removed: ] [added: ] | | | 2 | | |

A typical Lowe’s-branded home improvement store stocks approximately 40,000 items, with additional items available through our online selling [removed: channels.][added: channel.]

Our product assortments offered in-store strive to meet the needs of the local [removed: market.][added: market for the Pro and DIY customer.]

See [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)[6](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)] [added: 16](#i1ca1ea02dc6c48468c97967128720c94_184)] of the Notes to Consolidated Financial Statements included in [Item [removed: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88),] [added: 8](#i1ca1ea02dc6c48468c97967128720c94_88),] “Financial Statements and Supplementary Data”, of this Annual Report for historical revenues by product category for each of the last three fiscal years.

Fulfillment centers, [removed: which] along with many of our stores, ship product directly to our customers.

Our Pro fulfillment network stocks deeper quantities of our top Pro assortments and has expanded capabilities to handle large orders on multiple flat [removed: beds.][added: bed trucks.]

Our BDCs handle appliances and other big and bulky [removed: product,] [added: products,] and our XDTs fulfill final mile box truck deliveries of these products.

As part of the [removed: continued] [added: completion of the] rollout of our market-based delivery model, we expanded to additional geographic areas and enhanced our distribution capacity for big and bulky [removed: product.][added: products.]

As of fiscal year [removed: 2023,] [added: 2024,] we have [removed: 16 geographic areas converted to] [added: finalized the roll-out of] our market-based delivery model.

As of fiscal year [removed: 2023,] [added: 2024,] most parcel-eligible items [added: fulfilled by Lowe’s] can be ordered by a customer and delivered within two business days [added: or less] at standard shipping rates.

We are building an omnichannel supply chain that [added: positions the right products in the right quantities in the right places, and] operates with greater network [removed: capacity,] [added: capacity with] better flow management and optimization.

| 3 | | | [removed: ] [added: ] | | | | | |

We offer installation services through independent contractors in many of our product categories, with [removed: Flooring, Kitchens] [added: Kitchen] & Bath, [removed: Millwork,] [added: Flooring,] Appliances, [added: Millwork,] and [removed: Lumber] [added: Rough Plumbing] accounting for the majority of installed sales.

Installed sales, which includes both product and labor, accounted for approximately 5% of total sales in fiscal [removed: 2023.][added: 2024.]

For more detailed information, see the Financial Condition, Liquidity and Capital Resources section in [Item [removed: 7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49),] [added: 7](#i1ca1ea02dc6c48468c97967128720c94_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

This subsidiary owns and maintains various additional registered and unregistered trademarks, service marks and trade names, including private brand product names, such as, “Kobalt”, [removed: “STAINMASTER”] [added: “STAINMASTER”,] and “allen+roth.” This subsidiary also maintains various Internet domain names that are important to our business, and we also own registered and unregistered copyrights.

As a testament to our commitments, in fiscal [removed: 2023] [added: 2024] we received [removed: more than 15] [added: several] notable employer of choice [removed: awards] [added: awards,] including being named on the Disability:IN National Best Places to Work for Disability Inclusion, Fortune’s World’s Most Admired Companies Specialty Retailer, [removed: DiversityInc.’s] [added: 2024 Great Place to Work Certified - U.S. and India, Fair360] Top 50 Noteworthy [removed: Companies, 2023] [added: Company for Workplace Fairness, 2024] American Opportunity [removed: Index,] [added: Index Top 100 Company,] and a Best Corporation for Veteran’s Business Enterprises of the Year.

As of [removed: February 2, 2024,] [added: January 31, 2025,] Lowe’s employed approximately [removed: 168,000] [added: 161,000] full-time associates and [removed: 116,000] [added: 109,000] part-time associates, primarily in the United States and India.

| | | | [removed: ] [added: ] | | | 4 | | |

In fiscal [removed: 2023,] [added: 2024,] more than 90% of our associates participated in our [removed: survey] [added: survey,] and our people leaders use the feedback to improve our associate experience.

[removed: In 2023, we added] [added: We have] Spanish language capabilities to promote bilingual hiring by guiding [added: Spanish-speaking] candidates through the full application [removed: process in Spanish.][added: process.]

Our focus on leadership development enables us to grow talent internally and has resulted in more than [removed: 80%] [added: 85%] of store leadership positions being filled internally in the last year.

In [removed: 2023, we expanded] [added: addition,] our in-person Lowe’s University offerings [removed: to] include an Assistant Store Manager leadership training to further develop our store leaders.

In fiscal 2024, we continued to execute on our Total Home strategy that was introduced in fiscal 2020, by focusing on serving the professional customer (Pro customer), accelerating our online business, expanding installation services, improving localization efforts and elevating our product assortment.

In December 2024, we updated our Total Home strategy, aligned with the key drivers of home improvement demand, to help our customers solve their home improvement needs with more value and exceptional service.

| Drive Pro penetration | | | Accelerate online sales | | | Expand home services | | | Create a loyalty ecosystem | | | Increase space productivity | | |

- We continue to transform our Pro offerings to drive Pro penetration by continuing to enhance our Pro product assortment, investing in inventory of high-volume Pro products, launching our redesigned loyalty program, improving job site delivery capabilities, and rolling out our new Pro extended aisle.

- We are investing in our omnichannel retail capabilities to accelerate our online business through project design tools and our online product marketplace.

- We are creating a loyalty ecosystem that drives brand preference and includes building out our MyLowe’s Rewards infrastructure for both Pro and do-it-yourself (DIY) customers.

- Finally, we are increasing space productivity by optimizing our assortments and tailoring them to the local markets, and balancing our value-oriented private brands with our national brands.

These include strong millennial household formation, an increased preference among older generations to age in place, and the persistence of remote work.

Our omnichannel network provides a single view of the customer, no matter where they place their order, whether in-store, online, on-site or through the contact center.

Lowe’s operates contact centers utilizing a combination of internal staffing and third-party providers.

We are balancing our value-oriented private brands with our national power brands, intensifying our localization efforts and expanding our rural assortment.

In addition, we leverage our existing supply chain to deliver directly to our Pro customers.

Also, the nationwide expansion of our gig provider network enables same-day delivery of certain products from our stores, and as of fiscal 2024, we have the ability to deliver major appliances next-day in almost every zip code in the United States.

We are simplifying the process through a team of remote associates that we call our central selling team.

This team handles building quotes, answering questions over video or phone call, and providing personalized support to our customers.

We are also implementing technology that allows our customers to finalize their installation contract and checkout on lowes.com or mobile application, so they do not need to return to the store.

As of fiscal 2024, our minimum wage starts at $15 per hour, which helps us remain competitive for talent in all of our markets.

Earlier this year, we evolved our diversity and inclusion initiatives, combining our eight Business Resource Groups into one umbrella associate engagement organization.

By shifting to one, unified program, Lowe’s is able to foster networking and development for all associates across all areas of the business.

Additionally, we eliminated our sponsorship of outside festivals, parades, and fairs to focus on our four community pillars: safe and affordable housing, community improvements, skilled trades education, and disaster response.

Finally, we are evaluating our participation in external surveys, factoring in the goals of each survey and whether we will gain any actionable insights as a result of our participation.

These changes were made with the goal of creating a more respectful and inclusive workplace for all of our associates.

The Track to the Trades program

Additionally, since awarding its first Gable Grants in 2023, the Lowe’s Foundation has invested over $25 million to help expand skilled trades career pathways through a growing network of community colleges and nonprofits in rural and urban communities.

From funding new skilled trade facilities and instructors to accreditation programs, these grants support carpentry and construction, HVAC, electrical, plumbing, and appliance repair training.

We are dedicated to empowering our customers to lead more sustainable lives while minimizing the environmental footprint of our products.

More than 100 sites were operational by the end of fiscal 2024.

In fiscal 2020, we implemented our Total Home strategy, which reflects our commitment to provide a full complement of products and services for professional customers (Pro customers) and consumers alike, enabling a Total Home solution for every project across the home.

| Drive Pro penetration | | | Accelerate online business | | | Expand installation services | | | Drive localization | | | Elevate assortment | | |

We continue to transform our Pro offerings to drive Pro penetration by expanding our Pro brands, tailoring our product assortments to local building codes and preferences, and increasing loyalty through our MVPs Pro Rewards & Partnership ProgramTM, which further enhances our relationship with our Pro customers.

We are investing in our omnichannel retail capabilities to expand our online business.

Our expanding localization efforts better serve the product needs of the unique communities across the country.

Finally, we continue to elevate our product assortment to provide the right products at the right price to meet our customers’ needs.

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

To ensure ongoing competitiveness, Lowe’s focuses on delivering the right home improvement products, with the best service and value, across every channel and community we serve.

Our home improvement stores have Wi-Fi capabilities that provide customers with Internet access, making information available quickly to further simplify the shopping experience.

Lowe’s operates contact centers in a virtual workplace.

In fiscal 2023, Klein Tools® returned to Lowe’s, expanding our hand tools, storage, safety, and electrical product offerings both in-store and online.

This addition, along with other recognized national brands added to our assortment during the fiscal year, position us to better serve our customers with the products they need.

In addition, we are establishing a Pro fulfillment network which will leverage a combination of our existing supply chain as well as new facilities.

Also, the nationwide expansion of our gig networks provides same-day delivery of certain products from our stores.

We were also awarded the Center for Workforce Inclusion 2023 Workforce Equity Award.

Once hired, associates now experience an improved onboarding to help them quickly learn the knowledge and skills required to be successful in their new roles.

We continue to execute on our multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three areas: talent, culture, and business.

We also strive to attract diverse talent for leadership positions across our company.

In 2023, we held our eleventh annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations.

In our efforts to foster an inclusive culture, we have eight business resource groups that are sponsored by members of our officer team.

These groups provide our associates with opportunities to collaborate, network, and learn together, and offer additional spaces where associates feel heard and can engage with other colleagues across the organization.

In 2023, the Lowe’s Foundation established the Gable Grants program, which is a five-year, $50 million commitment to recruit, train, and prepare 50,000 people for skilled trades careers through grants to community and technical colleges and community-based nonprofits.

lighting upgrades.

The SEC maintains an Internet site, www.sec.gov,

[removed: SEC rules establish] [added: The Company applies] a threshold of [removed: $300,000] [added: $1,000,000] for purposes of disclosing environmental proceedings involving a governmental [removed: authority.][added: authority, if any, under this Item 3.]

| [added: 19] | | | [removed: ] [added: ] | | | [removed: 18] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

For the fiscal year ended [removed: February 2, 2024][added: January 31, 2025]

[removed: ][added: ]

As of August [removed: 4, 2023,] [added: 2, 2024,] the last business day of the Company’s most recent second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $129.9] [added: $136.4] billion based on the closing sale price as reported on the New York Stock Exchange.

| CLASS | | | | | | OUTSTANDING AT [removed: 3/21/2024] [added: 3/20/2025] | | |

| Common Stock, $0.50 par value | | | | | | [removed: 572,184,243] [added: 559,706,540] | | |

| Portions of the Proxy Statement for Lowe’s [removed: 2024] [added: 2025] Annual Meeting of Shareholders | | | | | | Part III | | |

| [Disclosure Regarding Forward-Looking [removed: Statements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_10)] [added: Statements](#i1ca1ea02dc6c48468c97967128720c94_10)] | | | | | | | | | [removed: [ii](#ie53e79ce3bdf44479a0b9c30b02f6a2c_10)] [added: [ii](#i1ca1ea02dc6c48468c97967128720c94_10)] | | |

| | | | Item 1. | | | [removed: [Business](#ie53e79ce3bdf44479a0b9c30b02f6a2c_16)] [added: [Business](#i1ca1ea02dc6c48468c97967128720c94_16)] | | | [removed: [1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_16)] [added: [1](#i1ca1ea02dc6c48468c97967128720c94_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19)] [added: Factors](#i1ca1ea02dc6c48468c97967128720c94_19)] | | | [removed: [8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19)] [added: [8](#i1ca1ea02dc6c48468c97967128720c94_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_22)] [added: Comments](#i1ca1ea02dc6c48468c97967128720c94_22)] | | | [removed: [16](#ie53e79ce3bdf44479a0b9c30b02f6a2c_22)] [added: [16](#i1ca1ea02dc6c48468c97967128720c94_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#ie53e79ce3bdf44479a0b9c30b02f6a2c_25)] [added: [Properties](#i1ca1ea02dc6c48468c97967128720c94_28)] | | | [removed: [18](#ie53e79ce3bdf44479a0b9c30b02f6a2c_25)] [added: [19](#i1ca1ea02dc6c48468c97967128720c94_28)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#ie53e79ce3bdf44479a0b9c30b02f6a2c_28)] [added: Proceedings](#i1ca1ea02dc6c48468c97967128720c94_31)] | | | [removed: [18](#ie53e79ce3bdf44479a0b9c30b02f6a2c_28)] [added: [19](#i1ca1ea02dc6c48468c97967128720c94_31)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_31)] [added: Disclosures](#i1ca1ea02dc6c48468c97967128720c94_34)] | | | [removed: [19](#ie53e79ce3bdf44479a0b9c30b02f6a2c_31)] [added: [20](#i1ca1ea02dc6c48468c97967128720c94_34)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#ie53e79ce3bdf44479a0b9c30b02f6a2c_34)] [added: Officers](#i1ca1ea02dc6c48468c97967128720c94_37)] | | | [removed: [20](#ie53e79ce3bdf44479a0b9c30b02f6a2c_34)] [added: [21](#i1ca1ea02dc6c48468c97967128720c94_37)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie53e79ce3bdf44479a0b9c30b02f6a2c_40)] [added: Securities](#i1ca1ea02dc6c48468c97967128720c94_43)] | | | [removed: [21](#ie53e79ce3bdf44479a0b9c30b02f6a2c_40)] [added: [22](#i1ca1ea02dc6c48468c97967128720c94_43)] | | |

| | | | Item 6. | | | [removed: [Reserved](#ie53e79ce3bdf44479a0b9c30b02f6a2c_43)] [added: [Reserved](#i1ca1ea02dc6c48468c97967128720c94_46)] | | | [removed: [22](#ie53e79ce3bdf44479a0b9c30b02f6a2c_43)] [added: [23](#i1ca1ea02dc6c48468c97967128720c94_46)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] [added: Operations](#i1ca1ea02dc6c48468c97967128720c94_49)] | | | [removed: [23](#ie53e79ce3bdf44479a0b9c30b02f6a2c_49)] [added: [24](#i1ca1ea02dc6c48468c97967128720c94_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie53e79ce3bdf44479a0b9c30b02f6a2c_85)] [added: Risk](#i1ca1ea02dc6c48468c97967128720c94_85)] | | | [removed: [32](#ie53e79ce3bdf44479a0b9c30b02f6a2c_85)] [added: [32](#i1ca1ea02dc6c48468c97967128720c94_85)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] [added: Data](#i1ca1ea02dc6c48468c97967128720c94_88)] | | | [removed: [34](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] [added: [33](#i1ca1ea02dc6c48468c97967128720c94_88)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie53e79ce3bdf44479a0b9c30b02f6a2c_202)] [added: Disclosure](#i1ca1ea02dc6c48468c97967128720c94_205)] | | | [removed: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_202)] [added: [67](#i1ca1ea02dc6c48468c97967128720c94_205)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_205)] [added: Procedures](#i1ca1ea02dc6c48468c97967128720c94_208)] | | | [removed: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_205)] [added: [67](#i1ca1ea02dc6c48468c97967128720c94_208)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#ie53e79ce3bdf44479a0b9c30b02f6a2c_208)] [added: Information](#i1ca1ea02dc6c48468c97967128720c94_211)] | | | [removed: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_208)] [added: [67](#i1ca1ea02dc6c48468c97967128720c94_211)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie53e79ce3bdf44479a0b9c30b02f6a2c_211)] [added: Inspections](#i1ca1ea02dc6c48468c97967128720c94_214)] | | | [removed: [68](#ie53e79ce3bdf44479a0b9c30b02f6a2c_211)] [added: [67](#i1ca1ea02dc6c48468c97967128720c94_214)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie53e79ce3bdf44479a0b9c30b02f6a2c_217)] [added: Governance](#i1ca1ea02dc6c48468c97967128720c94_220)] | | | [removed: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_217)] [added: [68](#i1ca1ea02dc6c48468c97967128720c94_220)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#ie53e79ce3bdf44479a0b9c30b02f6a2c_220)] [added: Compensation](#i1ca1ea02dc6c48468c97967128720c94_223)] | | | [removed: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_220)] [added: [68](#i1ca1ea02dc6c48468c97967128720c94_223)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie53e79ce3bdf44479a0b9c30b02f6a2c_223)] [added: Matters](#i1ca1ea02dc6c48468c97967128720c94_226)] | | | [removed: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_223)] [added: [68](#i1ca1ea02dc6c48468c97967128720c94_226)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie53e79ce3bdf44479a0b9c30b02f6a2c_226)] [added: Independence](#i1ca1ea02dc6c48468c97967128720c94_229)] | | | [removed: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_226)] [added: [68](#i1ca1ea02dc6c48468c97967128720c94_229)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#ie53e79ce3bdf44479a0b9c30b02f6a2c_229)] [added: Services](#i1ca1ea02dc6c48468c97967128720c94_232)] | | | [removed: [69](#ie53e79ce3bdf44479a0b9c30b02f6a2c_229)] [added: [68](#i1ca1ea02dc6c48468c97967128720c94_232)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ie53e79ce3bdf44479a0b9c30b02f6a2c_235)] [added: Schedules](#i1ca1ea02dc6c48468c97967128720c94_238)] | | | [removed: [70](#ie53e79ce3bdf44479a0b9c30b02f6a2c_235)] [added: [69](#i1ca1ea02dc6c48468c97967128720c94_238)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#ie53e79ce3bdf44479a0b9c30b02f6a2c_247)] [added: Summary](#i1ca1ea02dc6c48468c97967128720c94_250)] | | | [removed: [79](#ie53e79ce3bdf44479a0b9c30b02f6a2c_247)] [added: [78](#i1ca1ea02dc6c48468c97967128720c94_250)] | | |

| i | | | [removed: ] [added: ] | | | | | |

For a detailed description of the risks and uncertainties that we are exposed to, you should read [Item [removed: 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19),] [added: 1A](#i1ca1ea02dc6c48468c97967128720c94_19),] “Risk Factors” included elsewhere in this Annual Report.

| | | | [removed: ] [added: ] | | | ii | | |

| | | | Item 1C. | | | [Cybersecurity](#i1ca1ea02dc6c48468c97967128720c94_25) | | | [17](#i1ca1ea02dc6c48468c97967128720c94_25) | | |

| | | | | | | [Signatures](#i1ca1ea02dc6c48468c97967128720c94_253) | | | [79](#i1ca1ea02dc6c48468c97967128720c94_253) | | |

| | | | Item 1C. | | | [C](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382)[ybersecurity](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382) | | | [16](#ie53e79ce3bdf44479a0b9c30b02f6a2c_2748779071382) | | |

| | | | | | | [Signatures](#ie53e79ce3bdf44479a0b9c30b02f6a2c_250) | | | [80](#ie53e79ce3bdf44479a0b9c30b02f6a2c_250) | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | |  | | | 16 | | |

| [added: 17] | | | [removed: ] [added: ] | | | [removed: 16] | | |

See “Risk Factors” in [Item [removed: 1A](#ie53e79ce3bdf44479a0b9c30b02f6a2c_19)] [added: 1A](#i1ca1ea02dc6c48468c97967128720c94_19)] of this Annual Report on Form 10-K for more information on our cybersecurity-related risks.

Oversight responsibility over cybersecurity risk is shared by the Board and the Audit Committee, with the Audit Committee being primarily responsible for overseeing risks related to cybersecurity, data protection, [added: privacy,] and [removed: privacy matters.][added: significant emerging technology.]

| [removed: 17] | | | [removed: ] [added: ] | | | [added: 18] | | |

As part of our focus on the use of AI technology in our business, we developed an AI cybersecurity strategy designed to enable the building of secure and reliable AI systems while also managing ethical, legal, cyber, data privacy, and other technology risks.

The Company also established an AI Governance Committee, which is composed of leaders across a variety of business, technology, and support functions, to oversee the creation and implementation of risk control and strategic implementation frameworks.

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

As of [removed: February 2, 2024,] [added: January 31, 2025,] our properties consisted of [removed: 1,746] [added: 1,748] stores and outlets in the United States with a total of approximately 195 million square feet of selling space.

| Delaware | | | 10 | | | | | | North Carolina | | | [removed: 116] [added: 115] | | |

| Florida | | | [removed: 129] [added: 132] | | | | | | Ohio | | | 84 | | |

| Missouri | | | 47 | | | | | | Total | | | [removed: 1,746] [added: 1,748] | | |

Of the total stores operating as of [removed: February 2, 2024,] [added: January 31, 2025,] approximately 89% are owned, which includes stores on leased land, with the remainder being leased from third parties.

| [removed: 19] | | | [removed: ] [added: ] | | | [added: 20] | | |

| Marvin R. Ellison | | | | | | [removed: 59] [added: 60] | | | | | | Chairman, President and Chief Executive Officer since May 2021; President and Chief Executive Officer, July 2018 – May 2021; Chairman of the Board and Chief Executive Officer, J.C. Penney Company, Inc. (a department store retailer), 2016 – May 2018; Chief Executive Officer, J.C. Penney Company, Inc., 2015 – 2016; President, J.C. Penney Company, Inc., 2014 – 2015; Executive Vice President – U.S. Stores, The Home Depot, Inc. (a home improvement retailer) 2008 – 2014. | | |

| William P. Boltz | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President, Merchandising since August 2018; President and CEO, Chervon North America (a global power tool supplier), 2015 – 2018; President and owner of The Boltz Group, LLC (a retail consulting firm), 2013 – 2015; Senior Vice President, Merchandising, The Home Depot, Inc. (a home improvement retailer), 2010 – 2012; Vice President, Merchandising, The Home Depot, Inc., 2006 – 2010. | | |

| Janice M. Dupré | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, Human Resources since June 2020; Senior Vice President, Talent Management & Diversity and Global Chief Diversity Officer, January 2020 – June 2020; Vice President, Leadership Development and Global Chief Diversity Officer, November 2017 – January 2020; Vice President of Diversity & Inclusion and Chief Diversity Officer, McKesson Corporation (a healthcare company), June 2015 – October 2017. | | |

| Seemantini Godbole | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President, Chief Digital and Information Officer since September 2022; Executive Vice President, Chief Information Officer, November 2018 – September 2022; Senior Vice President, Digital and Marketing Technology, Target Corporation (a department store retailer), January 2017 – November 2018; Vice President, Digital and Marketing Technology, Target Corporation, 2013 – December 2016. | | |

| Joseph M. McFarland III | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President, Stores since August 2018; Executive Vice President, Chief Customer Officer, J.C. Penney Company, Inc. (a department store retailer), March 2018 – August 2018; Executive Vice President, Stores, J.C. Penney Company, Inc., 2016 – March 2018; Divisional President, The Home Depot, Inc. (a home improvement retailer), 2007 – 2015. | | |

| Juliette W. Pryor | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2024; Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, May 2023 – March 2024; Executive Vice President, General Counsel and Corporate Secretary, Albertsons Companies, Inc. (a food and drug retail company), June 2020 – May 2023; Senior Vice President, General Counsel and Corporate Secretary, Cox Enterprises, Inc. (a multi-industry communications and automotive services company), October 2016 – June 2020; Executive Vice President, General Counsel and Chief Compliance Officer, US Foods, Inc. (a food service distribution company), February 2009 – October 2016. | | |

| Brandon J. Sink | | | | | | [removed: 46] [added: 47] | | | | | | Executive Vice President, Chief Financial Officer since April 2022; Senior Vice President, Retail Finance, March 2021 – April 2022; Vice President, Merchandising Finance, June 2019 – March 2021; Vice President, Enterprise Strategy, August 2018 – June 2019; Vice President, Finance, September 2016 – August 2018; Vice President, Corporate Controller, July 2015 – September 2016. | | |

| Margrethe R. Vagell | | | | | | [removed: 46] [added: 47] | | | | | | Executive Vice President, Supply Chain since March 2024; Senior Vice President, Supply Chain, January 2024 – March 2024; Senior Vice President, General Merchandising Manager, June 2019 – January 2024; Senior Vice President, Store Merchandising, September 2018 – June 2019; Vice President, Chief Customer Officer Operations, July 2017 – September 2018; Vice President, Enterprise Analytics, November 2015 – July 2017; Vice President, Pricing and Promotions, October 2014 – November 2015. | | |

| Quonta D. Vance | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, Pro and Home Services since June 2023; Senior Vice President, Transportation and Final Mile, November 2022 – June 2023; Senior Vice President, General Merchandising Manager, January 2021 – November 2022; Division President, May 2019 – January 2021; Regional Vice President, The Home Depot, Inc. (a home improvement retailer), February 2001 – May 2018. | | |

| [added: 21] | | | [removed: ] [added: ] | | | [removed: 20] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

As of March [removed: 21, 2024,] [added: 20, 2025,] there were [removed: 20,676] [added: 19,786] holders of record of Lowe’s common stock.

The graph assumes $100 invested on [removed: February 1, 2019,] [added: January 31, 2020,] in the Company’s common stock and each of the indices.

[removed: ][added: ]

| | | | [removed: 2/1/2019] [added: 1/31/2020] | | | | | | [removed: 1/31/2020] [added: 1/29/2021] | | | | | | [removed: 1/29/2021] [added: 1/28/2022] | | | | | | [removed: 1/28/2022] [added: 2/3/2023] | | | | | | [removed: 2/3/2023] [added: 2/2/2024] | | | | | | [removed: 2/2/2024] [added: 1/31/2025] | | |

| [removed: 21] | | | [removed: ] [added: ] | | | [added: 22] | | |

The following table sets forth information with respect to purchases of the Company’s common stock made during the fourth quarter of fiscal [removed: 2023:][added: 2024:]

3 *Excludes excise tax on share repurchases in excess of issuances, which is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ [removed: (deficit)/equity.*][added: deficit.*]

| Lowe’s | | | $ | 100.00 | | | | | $ | 145.94 | | | | | $ | 208.44 | | | | | $ | 195.43 | | | | | $ | 202.79 | | | | | $ | 244.70 | |

| S&P 500 | | | 100.00 | | | | | | 117.23 | | | | | | 141.84 | | | | | | 134.58 | | | | | | 163.95 | | | | | | 202.41 | | |

| S&P Retail Index | | | 100.00 | | | | | | 141.39 | | | | | | 149.72 | | | | | | 126.69 | | | | | | 174.14 | | | | | | 227.91 | | |

| November 2, 2024 - November 29, 20244 | | | 1,408,924 | | | | | | $ | 258.41 | | | | | 1,408,481 | | | | | | $ | 11,721,027,386 | |

| November 30, 2024 - January 3, 20254 | | | 808,207 | | | | | | 247.92 | | | | | | 806,759 | | | | | | 11,521,039,437 | | |

| January 4, 2025 - January 31, 2025 | | | 3,247,993 | | | | | | 257.41 | | | | | | 3,247,535 | | | | | | 10,786,142,988 | | |

| As of January 31, 2025 | | | 5,465,124 | | | | | | $ | 256.26 | | | | | 5,462,775 | | | | | | $ | 10,786,142,988 | |

4 *In November 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 ASR agreement, the Company paid $400 million to the financial institution and received an initial delivery of 1.2 million shares.

In January 2025, the Company finalized the transaction and received an additional 0.4 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](#i1ca1ea02dc6c48468c97967128720c94_154) [9](#i1ca1ea02dc6c48468c97967128720c94_154)* *to the consolidated financial statements included herein for additional information regarding share repurchases.*

| Lowe’s | | | $ | 100.00 | | | | | $ | 121.99 | | | | | $ | 178.04 | | | | | $ | 254.28 | | | | | $ | 238.42 | | | | | $ | 247.39 | |

| S&P 500 | | | 100.00 | | | | | | 121.54 | | | | | | 142.49 | | | | | | 172.39 | | | | | | 163.57 | | | | | | 199.26 | | |

| S&P Retail Index | | | 100.00 | | | | | | 120.61 | | | | | | 170.52 | | | | | | 180.58 | | | | | | 152.80 | | | | | | 210.02 | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| November 4, 2023 - December 1, 2023 | | | 157 | | | | | | $ | 198.14 | | | | | — | | | | | | $ | 14,986,000,605 | |

| December 2, 2023 - January 5, 2024 | | | 2,089 | | | | | | 223.14 | | | | | | — | | | | | | 14,986,000,605 | | |

| January 6, 2024 - February 2, 2024 | | | 1,850,715 | | | | | | 216.18 | | | | | | 1,850,264 | | | | | | 14,586,002,236 | | |

| As of February 2, 2024 | | | 1,852,961 | | | | | | $ | 216.19 | | | | | 1,850,264 | | | | | | $ | 14,586,002,236 | |

| [added: 23] | | | [removed: ] [added: ] | | | [removed: 22] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| [Management’s Report on Internal Control over Financial [removed: Reporting](#ie53e79ce3bdf44479a0b9c30b02f6a2c_91)] [added: Reporting](#i1ca1ea02dc6c48468c97967128720c94_91)] | | | [removed: [35](#ie53e79ce3bdf44479a0b9c30b02f6a2c_91)] [added: [34](#i1ca1ea02dc6c48468c97967128720c94_91)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] [added: Firm](#i1ca1ea02dc6c48468c97967128720c94_94)] (PCAOB ID No. 34) | | | [removed: [36](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] [added: [35](#i1ca1ea02dc6c48468c97967128720c94_94)] | | |

| [Consolidated Statements of [removed: Earnings](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] [added: Earnings](#i1ca1ea02dc6c48468c97967128720c94_100)] | | | [removed: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] [added: [38](#i1ca1ea02dc6c48468c97967128720c94_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] [added: Income](#i1ca1ea02dc6c48468c97967128720c94_103)] | | | [removed: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] [added: [38](#i1ca1ea02dc6c48468c97967128720c94_103)] | | |

| [Consolidated Balance [removed: Sheets](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] [added: Sheets](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [40](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] [added: [39](#i1ca1ea02dc6c48468c97967128720c94_106)] | | |

| [Consolidated Statements of [removed: Shareholders’ (Deficit)/Equity](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] [added: Shareholders’](#i1ca1ea02dc6c48468c97967128720c94_112) [Deficit](#i1ca1ea02dc6c48468c97967128720c94_112)] | | | [removed: [41](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] [added: [40](#i1ca1ea02dc6c48468c97967128720c94_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] [added: Flows](#i1ca1ea02dc6c48468c97967128720c94_115)] | | | [removed: [42](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] [added: [41](#i1ca1ea02dc6c48468c97967128720c94_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] [added: Statements](#i1ca1ea02dc6c48468c97967128720c94_118)] | | | [removed: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] [added: [42](#i1ca1ea02dc6c48468c97967128720c94_118)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#ie53e79ce3bdf44479a0b9c30b02f6a2c_121)] [added: Policies](#i1ca1ea02dc6c48468c97967128720c94_121)] | | | [removed: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_121)] [added: [42](#i1ca1ea02dc6c48468c97967128720c94_121)] | | |

| [Note 3: Fair Value [removed: Measurements](#ie53e79ce3bdf44479a0b9c30b02f6a2c_127)] [added: Measurements](#i1ca1ea02dc6c48468c97967128720c94_130)] | | | [removed: [50](#ie53e79ce3bdf44479a0b9c30b02f6a2c_127)] [added: [49](#i1ca1ea02dc6c48468c97967128720c94_130)] | | |

| [Note 4: Property and Accumulated [removed: Depreciation](#ie53e79ce3bdf44479a0b9c30b02f6a2c_133)] [added: Depreciation](#i1ca1ea02dc6c48468c97967128720c94_136)] | | | [removed: [53](#ie53e79ce3bdf44479a0b9c30b02f6a2c_133)] [added: [51](#i1ca1ea02dc6c48468c97967128720c94_136)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139) [5](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)[: Leases](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)] [added: [Note 5: Leases](#i1ca1ea02dc6c48468c97967128720c94_139)] | | | [removed: [53](#ie53e79ce3bdf44479a0b9c30b02f6a2c_139)] [added: [53](#i1ca1ea02dc6c48468c97967128720c94_139)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142) [6](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)[:] [added: [Note 6:] Divestiture of the Canadian Retail [removed: Business](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)] [added: Business](#i1ca1ea02dc6c48468c97967128720c94_142)] | | | [removed: [55](#ie53e79ce3bdf44479a0b9c30b02f6a2c_142)] [added: [53](#i1ca1ea02dc6c48468c97967128720c94_142)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148) [7](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)[: Debt](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)] [added: [Note 7: Debt](#i1ca1ea02dc6c48468c97967128720c94_148)] | | | [removed: [55](#ie53e79ce3bdf44479a0b9c30b02f6a2c_148)] [added: [54](#i1ca1ea02dc6c48468c97967128720c94_148)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154) [8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)[:] [added: [Note 8:] Derivative [removed: Instruments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)] [added: Instruments](#i1ca1ea02dc6c48468c97967128720c94_151)] | | | [removed: [57](#ie53e79ce3bdf44479a0b9c30b02f6a2c_154)] [added: [55](#i1ca1ea02dc6c48468c97967128720c94_151)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157) [9](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)[: Shareholders’](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157) [Deficit](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)] [added: [Note 9: Shareholders’ Deficit](#i1ca1ea02dc6c48468c97967128720c94_154)] | | | [removed: [58](#ie53e79ce3bdf44479a0b9c30b02f6a2c_157)] [added: [56](#i1ca1ea02dc6c48468c97967128720c94_154)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)[0](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)[:] [added: 10:] Share-Based [removed: Payments](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)] [added: Payments](#i1ca1ea02dc6c48468c97967128720c94_157)] | | | [removed: [59](#ie53e79ce3bdf44479a0b9c30b02f6a2c_160)] [added: [57](#i1ca1ea02dc6c48468c97967128720c94_157)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_166)[1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_166)[:] [added: 11:] Employee Retirement [removed: Plans](#ie53e79ce3bdf44479a0b9c30b02f6a2c_166)] [added: Plans](#i1ca1ea02dc6c48468c97967128720c94_163)] | | | [removed: [63](#ie53e79ce3bdf44479a0b9c30b02f6a2c_166)] [added: [61](#i1ca1ea02dc6c48468c97967128720c94_163)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_169)[2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_169)[:] [added: 12:] Income [removed: Taxes](#ie53e79ce3bdf44479a0b9c30b02f6a2c_169)] [added: Taxes](#i1ca1ea02dc6c48468c97967128720c94_166)] | | | [removed: [64](#ie53e79ce3bdf44479a0b9c30b02f6a2c_169)] [added: [61](#i1ca1ea02dc6c48468c97967128720c94_166)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_175)[3](#ie53e79ce3bdf44479a0b9c30b02f6a2c_175)[:] [added: 13:] Earnings Per [removed: Share](#ie53e79ce3bdf44479a0b9c30b02f6a2c_175)] [added: Share](#i1ca1ea02dc6c48468c97967128720c94_172)] | | | [removed: [65](#ie53e79ce3bdf44479a0b9c30b02f6a2c_175)] [added: [63](#i1ca1ea02dc6c48468c97967128720c94_172)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_178)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_178)[:] [added: 14:] Commitments and [removed: Contingencies](#ie53e79ce3bdf44479a0b9c30b02f6a2c_178)] [added: Contingencies](#i1ca1ea02dc6c48468c97967128720c94_175)] | | | [removed: [66](#ie53e79ce3bdf44479a0b9c30b02f6a2c_178)] [added: [63](#i1ca1ea02dc6c48468c97967128720c94_175)] | | |

| [removed: [Note](#ie53e79ce3bdf44479a0b9c30b02f6a2c_181) [15](#ie53e79ce3bdf44479a0b9c30b02f6a2c_181)[:] [added: [Note 15:] Related [removed: Parties](#ie53e79ce3bdf44479a0b9c30b02f6a2c_181)] [added: Parties](#i1ca1ea02dc6c48468c97967128720c94_178)] | | | [removed: [66](#ie53e79ce3bdf44479a0b9c30b02f6a2c_181)] [added: [64](#i1ca1ea02dc6c48468c97967128720c94_178)] | | |

| [Note [removed: 1](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)[6](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)[:] [added: 16:] Other [removed: Information](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)] [added: Information](#i1ca1ea02dc6c48468c97967128720c94_184)] | | | [removed: [67](#ie53e79ce3bdf44479a0b9c30b02f6a2c_187)] [added: [64](#i1ca1ea02dc6c48468c97967128720c94_184)] | | |

| [added: 33] | | | [removed: ] [added: ] | | | [removed: 34] | | |

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Internal Control as of [removed: February 2, 2024.][added: January 31, 2025.]

Based on our management’s assessment, we have concluded that, as of [removed: February 2, 2024,] [added: January 31, 2025,] our Internal Control is effective.

Their report appears on page [removed: [38](#ie53e79ce3bdf44479a0b9c30b02f6a2c_97).][added: [37](#i1ca1ea02dc6c48468c97967128720c94_97).]

| [removed: 35] | | | [removed: ] [added: ] | | | [added: 34] | | |

We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] the related consolidated statements of earnings, comprehensive income, shareholders’ [removed: (deficit)/equity,] [added: deficit,] and cash flows, for each of the three years in the period ended [removed: February 2, 2024,] [added: January 31, 2025,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 2, 2024,] [added: January 31, 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 25, 2024,] [added: 24, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

| [added: 35] | | | [removed: ] [added: ] | | | [removed: 36] | | |

| [removed: 37] | | | [removed: ] [added: ] | | | [added: 36] | | |

We have audited the internal control over financial reporting of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of [removed: February 2, 2024,] [added: January 31, 2025,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended [removed: February 2, 2024,] [added: January 31, 2025,] of the Company and our report dated March [removed: 25, 2024,] [added: 24, 2025,] expressed an unqualified opinion on those financial statements.

| [added: 37] | | | [removed: ] [added: ] | | | [removed: 38] | | |

| | | | [removed: February 2, 2024] [added: January 31, 2025] | | | | | | | | | | | | February [removed: 3, 2023] [added: 2, 2024] | | | | | | | | | | | | [removed: January 28, 2022] [added: February 3, 2023] | | | | | | | | |

| Net sales | | | $ | [removed: 86,377] [added: 83,674] | | | | | 100.00 | | % | | | | $ | [removed: 97,059] [added: 86,377] | | | | | 100.00 | | % | | | | $ | [removed: 96,250] [added: 97,059] | | | | | 100.00 | | % |

| Cost of sales | | | [removed: 57,533] [added: 55,797] | | | | | | [removed: 66.61] [added: 66.68] | | | | | | [removed: 64,802] [added: 57,533] | | | | | | [removed: 66.77] [added: 66.61] | | | | | | [removed: 64,194] [added: 64,802] | | | | | | [removed: 66.70] [added: 66.77] | | |

| [Note 2: Revenue](#i1ca1ea02dc6c48468c97967128720c94_127) | | | [48](#i1ca1ea02dc6c48468c97967128720c94_127) | | |

| [Note 17: S](#i1ca1ea02dc6c48468c97967128720c94_1897)[egment Information](#i1ca1ea02dc6c48468c97967128720c94_1897) | | | [65](#i1ca1ea02dc6c48468c97967128720c94_1897) | | |

March 24, 2025

March 24, 2025

| Net earnings | | | $ | 6,957 | | | | | 8.31 | | % | | | | $ | 7,726 | | | | | 8.95 | | % | | | | $ | 6,437 | | | | | 6.63 | | % |

| | | | | | | January 31, 2025 | | | | | | February 2, 2024 | | |

| Repurchases of common stock | | | (16) | | | | | | (8) | | | | | | (380) | | | | | | (3,541) | | | | | | — | | | | | | (3,929) | | |

| Balance January 31, 2025 | | | 560 | | | | | | $ | 280 | | | | | $ | — | | | | | $ | (14,799) | | | | | $ | 288 | | | | | $ | (14,231) | |

| Other operating liabilities | | | (94) | | | | | | (2,227) | | | | | | 205 | | |

The Company records an inventory reserve for the estimated adjustment to mark down merchandise inventory to the lower of cost or net realizable value.

retained.

lease term.

| (In millions) | | | January 31, 2025 | | | | | | February 2, 2024 | | |

| Total | | | $ | 3,952 | | | | | $ | 3,478 | |

exposure from these claims.

*Transferable Tax Credits*

In August 2022, the Inflation Reduction Act was enacted which included provisions that allow for the transfer of certain federal clean energy tax credits (Federal Transferable Tax Credits).

The Company paid $909 million and $143 million for the purchase of Federal Transferable Tax Credits in 2024 and 2023, respectively.

All amounts paid have been included in payments for income taxes, and differences between tax credits purchased and amounts paid are included as a component of the income tax provision.

Under this relief, certain federal estimated income tax payments can be deferred until May 1, 2025.

Reclassifications \- Income taxes payable for the prior year was reclassified to conform with current year presentation and is included in Other current liabilities on the consolidated balance sheets.

See [Note 1](#i1ca1ea02dc6c48468c97967128720c94_1897)[7](#i1ca1ea02dc6c48468c97967128720c94_1897) for additional details of the Company’s reportable segment.

Accounting Pronouncements Not Yet Adopted \-

In November 2024, the FASB issued 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.

| (In millions) | | | January 31, 2025 | | | | | | February 2, 2024 | | |

| (In millions) | | | January 31, 2025 | | | | | | February 2, 2024 | | |

| Home Décor1 | | | | | | $ | 30,862 | | | | | 36.9 | | % | | | | $ | 32,136 | | | | | 37.2 | | % | | | | $ | 36,212 | | | | | 37.3 | | % |

| Building Products2 | | | | | | 26,380 | | | | | | 31.5 | | | | | | 26,949 | | | | | | 31.2 | | | | | | 31,321 | | | | | | 32.3 | | |

| Hardlines3 | | | | | | 24,256 | | | | | | 29.0 | | | | | | 24,954 | | | | | | 28.9 | | | | | | 26,925 | | | | | | 27.7 | | |

| Other | | | | | | 2,176 | | | | | | 2.6 | | | | | | 2,338 | | | | | | 2.7 | | | | | | 2,601 | | | | | | 2.7 | | |

| Net Sales | | | | | | $ | 83,674 | | | | | $ | 86,377 | | | | | $ | 97,059 | |

| (In millions) | | | January 31, 2025 | | | | | | February 2, 2024 | | | | | | | | |

| | | | January 31, 2025 | | | | | | | | | | | | February 2, 2024 | | | | | | | | |

| | | | | | | | | | | | | | | |

| (In millions) | | | Classification | | | January 31, 2025 | | | | | | February 2, 2024 | | |

| | | | | | | | | | | | | | | |

| Fiscal 2025 | | | $ | 683 | | $ | 101 | | $ | 784 | |

| Fiscal 2029 | | | 527 | | | 47 | | | 574 | | |

| Thereafter | | | 1,913 | | | 214 | | | 2,127 | | |

| [Note 2: Revenue](#ie53e79ce3bdf44479a0b9c30b02f6a2c_124) | | | [49](#ie53e79ce3bdf44479a0b9c30b02f6a2c_124) | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

- Where confirmation responses from vendors were not received, we completed alternative procedures, such as agreement to underlying contractual arrangements and tested the settlement of the arrangement.

March 25, 2024

| Balance January 29, 2021 | | | 731 | | | | | | $ | 366 | | | | | $ | 90 | | | | | $ | 1,117 | | | | | $ | (136) | | | | | $ | 1,437 | |

| Repurchases of common stock | | | (63) | | | | | | (32) | | | | | | (449) | | | | | | (12,593) | | | | | | — | | | | | | (13,074) | | |

| Deferred revenue | | | (170) | | | | | | (183) | | | | | | 413 | | |

| Other operating liabilities | | | (2,057) | | | | | | 388 | | | | | | (570) | | |

The proceeds from sales of available-for-sale debt securities were insignificant for 2023 and $10 million and $308 million for 2022 and 2021, respectively.

of February 3, 2023.

The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost.

related to Synchrony’s ongoing servicing of the receivables sold.

financial performance, strategic importance and/or invested capital.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | $ | 3,445 | | | | | $ | 3,488 | |

Under this relief, the Company’s quarterly federal estimated income tax payments originally due by October 17, 2022, and January 17, 2023, were deferred until February 15, 2023.

Segment Information - The Company’s home improvement retail operations represent a single reportable segment.

Key operating decisions are made at the Company level in order to maintain a consistent retail customer experience.

The Company’s home improvement retail stores, in addition to online selling channels, sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers.

In addition, the Company’s operations exhibit similar long-term economic characteristics.

Beginning February 3, 2023, long-lived assets outside of the U.S. were immaterial as a result of the sale of the Canadian retail business.

Net sales outside of the U.S. were approximately 5.2% for the fiscal year ended February 3, 2023.

The amounts of long-lived assets and net sales outside of the U.S. were approximately 7.2% and 6.1%, respectively, as of January 28, 2022.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

In March 2024, the SEC adopted its climate-related final rule SEC Release No. 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors,* which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules require significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates to be disclosed in the audited financial statements in certain circumstances.

The disclosure requirements related to financial statements are effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026.

The Company is currently evaluating the impact of the rule on its disclosures.

| Home Décor1 | | | | | | $ | 32,130 | | | | | 37.2 | | % | | | | $ | 36,202 | | | | | 37.3 | | % | | | | $ | 35,688 | | | | | 37.1 | | % |

| Building Products2 | | | | | | 26,894 | | | | | | 31.1 | | | | | | 31,269 | | | | | | 32.2 | | | | | | 29,854 | | | | | | 31.0 | | |

| Hardlines3 | | | | | | 25,020 | | | | | | 29.0 | | | | | | 26,993 | | | | | | 27.8 | | | | | | 28,205 | | | | | | 29.3 | | |

| Other | | | | | | 2,333 | | | | | | 2.7 | | | | | | 2,595 | | | | | | 2.7 | | | | | | 2,503 | | | | | | 2.6 | | |

| Other financial instruments: | | | | | | | | | | | | | | | | | |

| Contingent consideration | | | Long-term investments | | | Level 3 | | | $ | — | | | | | $ | 21 | |

| Recognition of contingent consideration at initial fair value | | | — | | | | | | 21 | | |

For the fiscal year ended February 3, 2023, the Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were certain long-lived assets as further described below.

The Company reviews the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable.

When evaluating long-lived assets for impairment, the asset group is generally at an individual location level, as that is the lowest level for which cash flows are identifiable.

Cash flows for individual locations do not include an allocation of corporate overhead.

The Company evaluates long-lived assets for triggering events on a quarterly basis to determine when assets may not be recoverable.

Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in [Item [removed: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] [added: 8](#i1ca1ea02dc6c48468c97967128720c94_88)] of this Annual Report.

No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended [removed: February 2, 2024,] [added: January 31, 2025,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On March 20, 2025, Marvin R.

Ellison, the Company’s Chairman, President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934, to sell up to 58,000 shares of the Company’s common stock over a period ending on May 29, 2026, subject to certain conditions, including an initial cooling off period before any sales can commence.

After the contemplated sales, which Mr. Ellison has stated are for estate planning purposes, Mr. Ellison will continue to have a significant stake in the Company, with the shares subject to the trading plan representing less than 8% of the Company shares beneficially owned by Mr. Ellison, as determined under SEC rules, as well as holding additional performance share units, stock options, and restricted stock awards that remain subject to vesting over the course of his continued employment pursuant to the terms of the awards.

During the three months ended February 2, 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).

| [added: 67] | | | [removed: ] [added: ] | | | [removed: 68] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1: Election of Directors”, “Corporate Governance”, [removed: and] “Additional Information - Shareholder Proposals for the [removed: 2025] [added: 2026] Annual [removed: Meeting”] [added: Meeting”, and “Compensation Discussion and Analysis - Other Compensation Policies - Trading] in [added: Company Securities” in] the definitive Proxy Statement for the [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended [removed: February 2, 2024] [added: January 31, 2025] (the Proxy Statement).

| [removed: 69] | | | [removed: ] [added: ] | | | [added: 68] | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

See the following items and page numbers appearing in [Item [removed: 8](#ie53e79ce3bdf44479a0b9c30b02f6a2c_88)] [added: 8](#i1ca1ea02dc6c48468c97967128720c94_88)] of this Annual Report:

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] [added: Firm](#i1ca1ea02dc6c48468c97967128720c94_94)] | | | [removed: [36](#ie53e79ce3bdf44479a0b9c30b02f6a2c_94)] [added: [35](#i1ca1ea02dc6c48468c97967128720c94_94)] | | |

| | | | [Consolidated Statements of Earnings for each of the three fiscal years in the period [removed: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] [added: ended](#i1ca1ea02dc6c48468c97967128720c94_100) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_100)] [added: [38](#i1ca1ea02dc6c48468c97967128720c94_100)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period [removed: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] [added: ended](#i1ca1ea02dc6c48468c97967128720c94_103) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [39](#ie53e79ce3bdf44479a0b9c30b02f6a2c_103)] [added: [38](#i1ca1ea02dc6c48468c97967128720c94_103)] | | |

| | | | [Consolidated Balance Sheets [removed: a](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)[s of](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106) [](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)[February 2, 2024 and](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106) [February 3, 2023](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] [added: as of](#i1ca1ea02dc6c48468c97967128720c94_106) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106) [and February](#i1ca1ea02dc6c48468c97967128720c94_106) [2](#i1ca1ea02dc6c48468c97967128720c94_106)[, 202](#i1ca1ea02dc6c48468c97967128720c94_106)[4](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [40](#ie53e79ce3bdf44479a0b9c30b02f6a2c_106)] [added: [39](#i1ca1ea02dc6c48468c97967128720c94_106)] | | |

| | | | [Consolidated Statements of [removed: Shareholders’ (Deficit)/Equity for] [added: Shareholders’](#i1ca1ea02dc6c48468c97967128720c94_112) [Deficit](#i1ca1ea02dc6c48468c97967128720c94_112) [for] each of the three fiscal years in the period [removed: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] [added: ended](#i1ca1ea02dc6c48468c97967128720c94_112) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [41](#ie53e79ce3bdf44479a0b9c30b02f6a2c_112)] [added: [40](#i1ca1ea02dc6c48468c97967128720c94_112)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three fiscal years in the period [removed: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] [added: ended](#i1ca1ea02dc6c48468c97967128720c94_115) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [42](#ie53e79ce3bdf44479a0b9c30b02f6a2c_115)] [added: [41](#i1ca1ea02dc6c48468c97967128720c94_115)] | | |

| | | | [Notes to Consolidated Financial Statements for each of the three fiscal years in the period [removed: ended February](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118) [2](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)[, 202](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)[4](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] [added: ended](#i1ca1ea02dc6c48468c97967128720c94_118) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] | | | [removed: [43](#ie53e79ce3bdf44479a0b9c30b02f6a2c_118)] [added: [42](#i1ca1ea02dc6c48468c97967128720c94_118)] | | |

| [added: 69] | | | [removed: ] [added: ] | | | [removed: 70] | | |

| 3.1 | | | | | | [Restated Charter of Lowe’s Companies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/60667/000006066709000096/exhibit031.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/60667/000006066709000096/exhibit031.htm)] | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 3.1 | | | | | | September 1, 2009 | | |

| 4.1 | | | | | | [Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor [removed: trustee.](http://www.sec.gov/Archives/edgar/data/60667/0000916641-95-000439.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/60667/0000916641-95-000439.txt)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | December 15, 1995 | | |

| 4.2 | | | | | | [Form of Lowe’s Companies, Inc.’s 6 7/8% Debentures due February 15, [removed: 2028.](http://www.sec.gov/Archives/edgar/data/60667/0000916641-98-000151.txt)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/60667/0000916641-98-000151.txt)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.2 | | | | | | February 20, 1998 | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated as of February 23, 1999, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor [removed: trustee.](http://www.sec.gov/Archives/edgar/data/60667/0000060667-99-000010.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/60667/0000060667-99-000010.txt)] | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.13 | | | | | | April 19, 1999 | | |

| 4.4 | | | | | | [Form of Lowe’s Companies, Inc.’s 6 1/2% Debentures due March 15, [removed: 2029.](http://www.sec.gov/Archives/edgar/data/60667/0000060667-99-000010.txt)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/60667/0000060667-99-000010.txt)] | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.19 | | | | | | April 19, 1999 | | |

| 4.5 | | | | | | [Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October [removed: 2035.](http://www.sec.gov/Archives/edgar/data/60667/000006066707000052/exhibit45.htm)] [added: 2035.](https://www.sec.gov/Archives/edgar/data/60667/000006066707000052/exhibit45.htm)] | | | | | | 10-K | | | | | | 001-07898 | | | | | | 4.5 | | | | | | April 3, 2007 | | |

| 4.6 | | | | | | [Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October [removed: 2036.](http://www.sec.gov/Archives/edgar/data/60667/000095014406009385/g03561paexv4w5.htm)] [added: 2036.](https://www.sec.gov/Archives/edgar/data/60667/000095014406009385/g03561paexv4w5.htm)] | | | | | | S-3 (POSASR) | | | | | | 333-137750 | | | | | | 4.5 | | | | | | October 10, 2006 | | |

| 4.7 | | | | | | [Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September [removed: 2037.](http://www.sec.gov/Archives/edgar/data/60667/000006066707000110/exhibit41.htm)] [added: 2037.](https://www.sec.gov/Archives/edgar/data/60667/000006066707000110/exhibit41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | September 11, 2007 | | |

| [removed: 71] | | | [removed: ] [added: ] | | | [added: 70] | | |

| 4.8 | | | | | | [Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April [removed: 2040.](http://www.sec.gov/Archives/edgar/data/60667/000095012310035219/g22916exv4w1.htm)] [added: 2040.](https://www.sec.gov/Archives/edgar/data/60667/000095012310035219/g22916exv4w1.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | April 15, 2010 | | |

| 4.9 | | | | | | [Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November [removed: 2041.](http://www.sec.gov/Archives/edgar/data/60667/000119312511320833/d259831dex41.htm)] [added: 2041.](https://www.sec.gov/Archives/edgar/data/60667/000119312511320833/d259831dex41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | November 23, 2011 | | |

| 4.10 | | | | | | [Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April [removed: 2042.](http://www.sec.gov/Archives/edgar/data/60667/000119312512175776/d337503dex41.htm)] [added: 2042.](https://www.sec.gov/Archives/edgar/data/60667/000119312512175776/d337503dex41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | April 23, 2012 | | |

| 4.11 | | | | | | [Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September [removed: 2043.](http://www.sec.gov/Archives/edgar/data/60667/000119312513364140/d596663dex41.htm)] [added: 2043.](https://www.sec.gov/Archives/edgar/data/60667/000119312513364140/d596663dex41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | September 11, 2013 | | |

| 4.12 | | | | | | [Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September [removed: 2044.](http://www.sec.gov/Archives/edgar/data/60667/000006066714000155/exhibit41.htm)] [added: 2044.](https://www.sec.gov/Archives/edgar/data/60667/000006066714000155/exhibit41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | September 10, 2014 | | |

| [added: 71] | | | [removed: ] [added: ] | | | [removed: 72] | | |

| 4.13 | | | | | | [Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September [removed: 2045.](http://www.sec.gov/Archives/edgar/data/60667/000006066715000140/exhibit41.htm)] [added: 2045.](https://www.sec.gov/Archives/edgar/data/60667/000006066715000140/exhibit41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | September 16, 2015 | | |

| 4.14 | | | | | | [Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April [removed: 2046.](http://www.sec.gov/Archives/edgar/data/60667/000119312516548349/d95539dex41.htm)] [added: 2046.](https://www.sec.gov/Archives/edgar/data/60667/000119312516548349/d95539dex41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | April 20, 2016 | | |

| 4.15 | | | | | | [Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of 3.100% Notes due May 3, 2027 and a form of 4.050% Notes due May 3, [removed: 2047.](http://www.sec.gov/Archives/edgar/data/60667/000119312517156435/d377953dex41.htm)] [added: 2047.](https://www.sec.gov/Archives/edgar/data/60667/000119312517156435/d377953dex41.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.1 | | | | | | May 3, 2017 | | |

| [removed: 73] | | | [removed: ] [added: ] | | | [added: 72] | | |

| [added: 73] | | | [removed: ] [added: ] | | | [removed: 74] | | |

| 4.27 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm)[‡](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 4.27] | | | | | | [added: March 25, 2024] | | |

| [removed: 75] | | | [removed: ] [added: ] | | | [added: 74] | | |

| 10.3 | | | | | | [Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, [removed: 2008.*](http://www.sec.gov/Archives/edgar/data/60667/000006066707000130/exhibit102.htm)] [added: 2025.*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit103_01312025.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-07898] | | | | | | [removed: 10.2] | | | | | | [removed: December 12, 2007] | | |

| [removed: 10.14] [added: 10.5] | | | | | | [Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Outside Directors.*](https://www.sec.gov/Archives/edgar/data/60667/000006066719000138/exhibit101_08022019.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | September 3, 2019 | | |

| [removed: 10.15] [added: 10.6] | | | | | | [Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000139/exhibit102_07292022.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | August 25, 2022 | | |

| [removed: 10.16] [added: 10.7] | | | | | | [Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*](https://www.sec.gov/Archives/edgar/data/60667/000006066723000139/exhibit101_08042023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | August 30, 2023 | | |

| [removed: 10.17] [added: 10.8] | | | | | | [Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of May 27, 2022.*](https://www.sec.gov/Archives/edgar/data/60667/000006066722000104/exhibit101_06022022.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | June 2, 2022 | | |

| [removed: 10.18] [added: 10.9] | | | | | | [Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/60667/000119312516536350/d84644ddef14a.htm#edgtoc84644_43)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/60667/000119312516536350/d84644ddef14a.htm#edgtoc84644_43)] | | | | | | DEF 14A | | | | | | 001-07898 | | | | | | Appendix C | | | | | | April 11, 2016 | | |

| [removed: 10.19] [added: 10.10] | | | | | | [Offer Letter between Marvin R. Ellison and Lowe’s Companies, Inc. entered into on May 21, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/60667/000119312518170222/d577212dex101.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/60667/000119312518170222/d577212dex101.htm)] | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | May 22, 2018 | | |

| [added: 75] | | | [removed: ] [added: ] | | | [removed: 76] | | |

| [removed: 10.20] [added: 10.11] | | | | | | [Offer Letter between Lowe’s Companies, Inc. and Joseph M. McFarland III entered into on July 18, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit102_08032018.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit102_08032018.htm)] | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | September 4, 2018 | | |

| 10.4 | | | | | | [Lowe’s Companies, Inc. Cash Deferral Plan, as amended and restated as of January 1, 2025.*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit104_01312025.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 19.1 | | | | | | [Lowe’s Companies, Inc. Insider Trading Policy and Trading Window and Pre-Clearance Policy.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit191_01312025.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.4 | | | | | | [Amendment No. 1 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066711000061/exhibit1010.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.10 | | | | | | March 29, 2011 | | |

| 10.5 | | | | | | [Amendment No. 2 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066711000061/exhibit1011.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.11 | | | | | | March 29, 2011 | | |

| 10.6 | | | | | | [Amendment No. 3 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066711000187/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 1, 2011 | | |

| 10.7 | | | | | | [Amendment No. 4 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066712000176/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | September 4, 2012 | | |

| 10.8 | | | | | | [Amendment No. 5 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066713000169/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 3, 2013 | | |

| 10.9 | | | | | | [Amendment No. 6 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066715000057/exhibit101.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | March 31, 2015 | | |

| 10.10 | | | | | | [Amendment No. 7 to the Lowe’s Companies Benefit Restoration Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066717000076/exhibit1016.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 10.16 | | | | | | April 4, 2017 | | |

| 10.11 | | | | | | [Lowe’s Companies Cash Deferral Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066704000242/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | June 4, 2004 | | |

| 10.12 | | | | | | [Amendment No. 1 to the Lowe’s Companies Cash Deferral Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066707000130/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 12, 2007 | | |

| 10.13 | | | | | | [Amendment No. 2 to the Lowe’s Companies Cash Deferral Plan.*](http://www.sec.gov/Archives/edgar/data/60667/000006066710000184/exhibit102.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.2 | | | | | | December 1, 2010 | | |

| [removed: 79] | | | [removed: ] [added: ] | | | [added: 78] | | |

| March [removed: 25, 2024] [added: 24, 2025] | | | | | | By: /s/ Marvin R. Ellison | | |

| March [removed: 25, 2024] [added: 24, 2025] | | | | | | By: /s/ Brandon J. Sink | | |

| March [removed: 25, 2024] [added: 24, 2025] | | | | | | By: /s/ Dan C. Griggs, Jr. | | |

| [added: 79] | | | [removed: ] [added: ] | | | [removed: 80] | | |

| /s/ Marvin R. Ellison | | | Chairman, President and Chief Executive Officer | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Raul Alvarez | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ David H. Batchelder | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Scott H. Baxter | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Sandra B. Cochran | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Laurie Z. Douglas | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Richard W. Dreiling | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Brian C. Rogers | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Colleen Taylor | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| /s/ Mary Beth West | | | Director | | | March [removed: 25, 2024] [added: 24, 2025] | | |

| [removed: 81] | | | [removed: ] [added: ] | | | [added: 80] | | |

| /s/ Navdeep Gupta | | | Director | | | March 24, 2025 | | |

| Navdeep Gupta | | | | | | Date | | |

| /s/ Lawrence Simkins | | | Director | | | March 24, 2025 | | |

| Lawrence Simkins | | | | | | Date | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of Content](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)[s](#ie53e79ce3bdf44479a0b9c30b02f6a2c_7)