Item 1. Financial Statements

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Item 1. Financial Statements

Lowe’s Companies, Inc.

Consolidated Statements of Earnings (Unaudited)

In Millions, Except Per Share and Percentage Data

Three Months Ended
May 3, 2024May 5, 2023
Current EarningsAmount% SalesAmount% Sales
Net sales$21,364100.00%$22,347100.00%
Cost of sales14,27466.8114,82066.32
Gross margin7,09033.197,52733.68
Expenses:
Selling, general and administrative4,00918.773,82417.12
Depreciation and amortization4282.004151.85
Operating income2,65312.423,28814.71
Interest – net3521.653491.56
Pre-tax earnings2,30110.772,93913.15
Income tax provision5462.566793.04
Net earnings$1,7558.21%$2,26010.11%
Weighted average common shares outstanding – basic571596
Basic earnings per common share$3.06$3.78
Weighted average common shares outstanding – diluted572597
Diluted earnings per common share$3.06$3.77

See accompanying notes to the consolidated financial statements (unaudited).

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data

Three Months Ended
May 3, 2024May 5, 2023
Amount% SalesAmount% Sales
Net earnings$1,7558.21%$2,26010.11%
Cash flow hedges – net of tax(3)(0.02)(4)(0.02)
Other(1)—10.01
Other comprehensive loss(4)(0.02)(3)(0.01)
Comprehensive income$1,7518.19%$2,25710.10%

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Balance Sheets (Unaudited)

In Millions, Except Par Value Data

May 3, 2024May 5, 2023February 2, 2024
Assets
Current assets:
Cash and cash equivalents$3,237$2,950$921
Short-term investments264423307
Merchandise inventory – net18,22419,52216,894
Other current assets1,0251,023949
Total current assets22,75023,91819,071
Property, less accumulated depreciation17,53117,40217,653
Operating lease right-of-use assets3,8293,5043,733
Long-term investments306103252
Deferred income taxes – net115150248
Other assets834840838
Total assets$45,365$45,917$41,795
Liabilities and shareholders' deficit
Current liabilities:
Short-term borrowings$—$72$—
Current maturities of long-term debt1,294589537
Current operating lease liabilities552525487
Accounts payable11,73711,8858,704
Accrued compensation and employee benefits870766954
Deferred revenue1,4091,6451,408
Other current liabilities3,6443,7283,478
Total current liabilities19,50619,21015,568
Long-term debt, excluding current maturities34,62235,86335,384
Noncurrent operating lease liabilities3,7593,4793,737
Deferred revenue – Lowe's protection plans1,2251,2061,225
Other liabilities859869931
Total liabilities59,97160,62756,845
Shareholders' deficit:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none———
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 572 million, 592 million, and 574 million shares, respectively286296287
Accumulated deficit(15,188)(15,310)(15,637)
Accumulated other comprehensive income296304300
Total shareholders' deficit(14,606)(14,710)(15,050)
Total liabilities and shareholders' deficit$45,365$45,917$41,795

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Statements of Shareholders’ Deficit (Unaudited)

In Millions

Three Months Ended May 3, 2024
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance February 2, 2024574$287$—$(15,637)$300$(15,050)
Net earnings———1,755—1,755
Other comprehensive loss————(4)(4)
Cash dividends declared, $1.10 per share———(629)—(629)
Share-based payment expense——50——50
Repurchases of common stock(3)(2)(64)(677)—(743)
Issuance of common stock under share-based payment plans1114——15
Balance May 3, 2024572$286$—$(15,188)$296$(14,606)
Three Months Ended May 5, 2023
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance February 3, 2023601$301$—$(14,862)$307$(14,254)
Net earnings———2,260—2,260
Other comprehensive loss————(3)(3)
Cash dividends declared, $1.05 per share———(624)—(624)
Share-based payment expense——55——55
Repurchases of common stock(11)(6)(59)(2,084)—(2,149)
Issuance of common stock under share-based payment plans214——5
Balance May 5, 2023592$296$—$(15,310)$304$(14,710)

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

In Millions

Three Months Ended
May 3, 2024May 5, 2023
Cash flows from operating activities:
Net earnings$1,755$2,260
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization486465
Noncash lease expense131108
Deferred income taxes135102
(Gain)/loss on property and other assets – net(7)11
Gain on sale of business—(67)
Share-based payment expense5559
Changes in operating assets and liabilities:
Merchandise inventory – net(1,330)(990)
Other operating assets(86)157
Accounts payable3,0331,361
Other operating liabilities90(1,360)
Net cash provided by operating activities4,2622,106
Cash flows from investing activities:
Purchases of investments(277)(450)
Proceeds from sale/maturity of investments266412
Capital expenditures(382)(380)
Proceeds from sale of property and other long-term assets158
Proceeds from sale of business—123
Other – net—(17)
Net cash used in investing activities(378)(304)
Cash flows from financing activities:
Net change in commercial paper—(427)
Net proceeds from issuance of debt—2,983
Repayment of debt(22)(22)
Proceeds from issuance of common stock under share-based payment plans155
Cash dividend payments(633)(633)
Repurchases of common stock(923)(2,106)
Other – net(5)—
Net cash used in financing activities(1,568)(200)
Net increase in cash and cash equivalents2,3161,602
Cash and cash equivalents, beginning of period9211,348
Cash and cash equivalents, end of period$3,237$2,950

See accompanying notes to the consolidated financial statements (unaudited).

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Lowe’s Companies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements (unaudited), in the opinion of management, contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets as of May 3, 2024, and May 5, 2023, and the statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the three months ended May 3, 2024, and May 5, 2023. The February 2, 2024, consolidated balance sheet was derived from the audited financial statements.

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

Accounting Pronouncements Not Yet Adopted

There have been no significant changes in the accounting pronouncements not yet adopted from those disclosed in the Annual Report. Accounting pronouncements not disclosed in this Form 10-Q or in the Annual Report are either not applicable to the Company or are not expected to have a material impact to the Company.

Note 2: Revenue

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

The following table presents the Company’s sources of revenue:

(In millions)Three Months Ended
May 3, 2024May 5, 2023
Products$20,691$21,572
Services532528
Other141247
Net sales$21,364$22,347

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded. The merchandise return reserve is presented on a gross basis, with a separate asset and liability included in the consolidated balance sheets. The balances and classification within the consolidated balance sheets for anticipated sales returns and the associated right of return assets are as follows:

(In millions)ClassificationMay 3, 2024May 5, 2023February 2, 2024
Anticipated sales returnsOther current liabilities$280$318$191
Right of return assetsOther current assets164185111

Deferred revenue - retail and stored-value cards

Retail deferred revenue consists of amounts received for which customers have not yet taken possession of the merchandise or for which installation has not yet been completed. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. Stored-value cards deferred revenue includes outstanding stored-value cards such as gift cards and returned merchandise credits that have not yet been redeemed. Deferred revenue for retail and stored-value cards are as

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follows:

(In millions)May 3, 2024May 5, 2023February 2, 2024
Retail deferred revenue$889$1,063$796
Stored-value cards deferred revenue520582612
Deferred revenue$1,409$1,645$1,408

Deferred revenue - Lowe’s protection plans

The Company defers revenues for its separately-priced long-term extended protection plan contracts (Lowe’s protection plans) and recognizes revenue on a straight-line basis over the respective contract term. Expenses for claims are recognized in cost of sales when incurred.

(In millions)May 3, 2024May 5, 2023February 2, 2024
Deferred revenue - Lowe’s protection plans$1,225$1,206$1,225
Three Months Ended
(In millions)May 3, 2024May 5, 2023
Lowe’s protection plans deferred revenue recognized into sales$139$136
Lowe’s protection plans claim expenses5453

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division:

Three Months Ended
May 3, 2024May 5, 2023
(In millions)Net Sales%Net Sales%
Home Décor 1$7,68336.0%$8,24036.9%
Building Products 26,64331.16,85530.7
Hardlines 36,62831.06,74830.2
Other4101.95042.2
Total$21,364100.0%$22,347100.0%

Note: Merchandise division net sales for the prior period have been reclassified to conform to the current period presentation.

1 Home Décor includes the following product categories: Appliances, Décor, Flooring, Kitchens & Bath, and Paint.

2 Building Products includes the following product categories: Building Materials, Electrical, Lumber, Millwork, and Rough Plumbing.

3 Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools.

Note 3: Restricted Investments

Short-term and long-term investments include restricted balances pledged as collateral primarily for the Lowe’s protection plans program and are as follows:

(In millions)May 3, 2024May 5, 2023February 2, 2024
Short-term restricted investments$264$423$307
Long-term restricted investments306103252
Total restricted investments$570$526$559

Note 4: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a

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three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

  • Level 1 - inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

  • Level 2 - inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

  • Level 3 - inputs to the valuation techniques that are unobservable for the assets or liabilities

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

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of May 3, 2024, May 5, 2023, and February 2, 2024:

Fair Value Measurements at
(In millions)ClassificationMeasurement LevelMay 3, 2024May 5, 2023February 2, 2024
Available-for-sale debt securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$158$143$152
Money market fundsShort-term investmentsLevel 15410856
Certificates of depositShort-term investmentsLevel 1276242
Corporate debt securitiesShort-term investmentsLevel 2237250
Municipal obligationsShort-term investmentsLevel 22—2
Commercial paperShort-term investmentsLevel 2—385
U.S. Treasury securitiesLong-term investmentsLevel 123192213
Corporate debt securitiesLong-term investmentsLevel 258935
Foreign government debt securitiesLong-term investmentsLevel 217—4
Municipal obligationsLong-term investmentsLevel 2—2—
Derivative instruments:
Fixed-to-floating interest rate swapsOther liabilitiesLevel 2$81$69$76

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

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

The Company has performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business which is classified as a Level 3 long-term investment and such contingent consideration had an estimated fair value of zero as of May 3, 2024, May 5, 2023, and February 2, 2024. The Company’s measurements of fair value of the contingent consideration are based on an income approach, which requires certain assumptions considering operating performance of the business and a risk-adjusted discount rate. Changes in the estimated fair value of the contingent consideration are recognized within selling, general and administrative expenses (SG&A) in the consolidated statements of earnings.

The rollforward of the fair value of contingent consideration for the three months ended May 3, 2024 and May 5, 2023, is as follows:

Three Months Ended
(In millions)May 3, 2024May 5, 2023
Beginning balance$—$21
Change in fair value—102
Proceeds received—(123)
Ending balance$—$—
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Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

During the three months ended May 3, 2024, and May 5, 2023, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

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

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations, are as follows:

May 3, 2024May 5, 2023February 2, 2024
(In millions)Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$35,410$31,618$35,898$32,525$35,409$32,757
Mortgage notes (Level 2)112222
Long-term debt (excluding finance lease obligations)$35,411$31,619$35,900$32,527$35,411$32,759

Note 5: Accounts Payable

The Company has an agreement with a third party to provide a supplier finance program which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

(In millions)May 3, 2024May 5, 2023February 2, 2024
Financed payment obligations$1,599$1,894$1,356

Note 6: Debt

The Company’s commercial paper program is supported by the $2.0 billion five-year unsecured revolving credit agreement entered into in September 2023 (2023 Credit Agreement), which amended and restated the Company’s $2.0 billion five-year unsecured revolving credit agreement entered into in March 2020, and as amended (2020 Credit Agreement), and the $2.0 billion five-year unsecured third amended and restated credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement). The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program. As of May 3, 2024, and February 2, 2024, there were no outstanding borrowings under the Company’s commercial paper program, the 2023 Credit Agreement, or the Third Amended and Restated Credit Agreement. Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement was $4.0 billion as of May 3, 2024. Outstanding borrowings under the Company’s commercial paper program were $72 million, with a weighted average interest rate of 5.75%, as of May 5, 2023. There were no outstanding borrowings under the 2020 Credit Agreement or the Third Amended and Restated Credit Agreement as of May 5, 2023.

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Note 7: Derivative Instruments

The Company utilizes fixed-to-floating interest rate swap agreements as fair value hedges on certain debt. The notional amounts for the Company’s material derivative instruments are as follows:

(In millions)May 3, 2024May 5, 2023February 2, 2024
Fair value hedges:
Fixed-to-floating interest rate swap agreements$850$850$850

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

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

Note 8: Shareholders’ Deficit

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, or through private off-market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit. As of May 3, 2024, the Company had $13.9 billion remaining in its share repurchase program.

During the three months ended May 3, 2024, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase a total of 1.3 million shares of the Company’s common stock for $325 million. The terms of the ASR agreement entered into during the three months ended May 3, 2024, are as follows (in millions):

Agreement Execution DateAgreement Settlement DateASR Agreement AmountInitial Shares Delivered at InceptionAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2024Q1 2024$3251.10.21.3

In addition, the Company repurchased shares of its common stock through the open market as follows:

Three Months Ended
May 3, 2024
(In millions)SharesCost
Open market share repurchases1.4$327

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

Total shares repurchased for the three months ended May 3, 2024, and May 5, 2023, were as follows:

Three Months Ended
May 3, 2024May 5, 2023
(In millions)SharesCostSharesCost
Share repurchase program 12.7$6529.9$2,019
Shares withheld from employees0.3910.7130
Total share repurchases3.0$74310.6$2,149

1 Includes excise tax on share repurchases in excess of issuances as part of the cost basis of the shares acquired.

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Note 9: Earnings Per Share

The Company calculates basic and diluted earnings per common share using the two-class method. The following table reconciles earnings per common share for the three months ended May 3, 2024, and May 5, 2023:

Three Months Ended
(In millions, except per share data)May 3, 2024May 5, 2023
Basic earnings per common share:
Net earnings$1,755$2,260
Less: Net earnings allocable to participating securities(5)(6)
Net earnings allocable to common shares, basic$1,750$2,254
Weighted-average common shares outstanding571596
Basic earnings per common share$3.06$3.78
Diluted earnings per common share:
Net earnings$1,755$2,260
Less: Net earnings allocable to participating securities(5)(6)
Net earnings allocable to common shares, diluted$1,750$2,254
Weighted-average common shares outstanding571596
Dilutive effect of non-participating share-based awards11
Weighted-average common shares, as adjusted572597
Diluted earnings per common share$3.06$3.77
Anti-dilutive securities excluded from diluted weighted-average common shares0.40.6

Note 10: Supplemental Disclosure

Net interest expense is comprised of the following:

Three Months Ended
(In millions)May 3, 2024May 5, 2023
Long-term debt$363$343
Short-term borrowings—14
Lease obligations66
Interest income(21)(16)
Interest capitalized(1)(1)
Interest on tax uncertainties3—
Other23
Interest – net$352$349
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Supplemental disclosures of cash flow information:

Three Months Ended
(In millions)May 3, 2024May 5, 2023
Cash paid for interest, net of amount capitalized$689$383
Cash paid for income taxes – net 1291,234
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities$19$4
Leased assets obtained in exchange for new operating lease liabilities 222898
Cash dividends declared but not paid629624

1 Cash paid for income taxes - net for the three months ended May 5, 2023 included $1.2 billion of estimated income tax payments for the third and fourth quarter of fiscal 2022 that were deferred under the Internal Revenue Service’s income tax relief for businesses located in states affected by Hurricane Ian.

2 Excludes $16 million of leases signed but not yet commenced as of May 3, 2024.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of May 3, 2024 and May 5, 2023, the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows, for the fiscal three-month periods ended May 3, 2024 and May 5, 2023, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

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

Basis for Review Results

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

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

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

May 30, 2024

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