Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity and capital resources during the three months ended May 3, 2024, and May 5, 2023. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2024 (the Annual Report), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of fiscal 2023. This discussion and analysis is presented in four sections:

• Executive Overview

• Operations

• Financial Condition, Liquidity and Capital Resources

• Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

The following table highlights our financial results:

			Three Months Ended
(in millions, except per share data)			May 3, 2024						May 5, 2023
Net sales			$	21,364					$	22,347
Net earnings			1,755						2,260
Diluted earnings per share			$	3.06					$	3.77
Adjusted diluted earnings per share1			N/A						3.67
Net cash provided by operating activities			$	4,262					$	2,106
Capital expenditures			382						380
Repurchases of common stock2			743						2,149
Cash dividend payments			633						633

1 Adjusted diluted earnings per share is a non-GAAP financial measure. See below for additional information and a reconciliation of non-GAAP measures.

2 Repurchases of common stock on a trade-date basis.

Net sales in the first quarter of fiscal 2024 declined 4.4% to $21.4 billion compared to net sales of $22.3 billion in the first quarter of fiscal 2023. Comparable sales for the first quarter of fiscal 2024 decreased 4.1%, consisting of a 3.1% decrease in comparable customer transactions and a 1.0% decrease in comparable average ticket. Net earnings in the first quarter of fiscal 2024 were $1.8 billion, compared to net earnings of $2.3 billion in the first quarter of fiscal 2023. Diluted earnings per common share were $3.06 in the first quarter of fiscal 2024 compared to $3.77 in the first quarter of fiscal 2023. Included in the first quarter of 2023 results was pre-tax income of $63 million associated with the fiscal 2022 sale of the Canadian retail business, which increased diluted earnings per common share by $0.10. Excluding the impact of this item, adjusted diluted earnings per common share was $3.67 in the first quarter of 2023 (see the non-GAAP financial measures discussion).

For the first three months of fiscal 2024, cash flows from operating activities were approximately $4.3 billion, with $382 million used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, during the three months ended May 3, 2024, we repurchased $743 million of common stock and paid $633 million in dividends.

First quarter fiscal 2024 comparable sales declined 4.1% as we continue to experience pressure in Do-It-Yourself (DIY) bigger-ticket discretionary spending. Despite this pressure, we delivered better-than-expected spring seasonal sales, particularly in Lawn & Garden which had positive comparable sales in the quarter. We also completed the national roll-out of our DIY loyalty program, MyLowe’s RewardsTM, which is designed to reward customers for choosing Lowe’s for their home improvement needs.

13

We continue to gain traction with our Total Home strategy as demonstrated by positive comparable sales with our Pro customers as our investments to improve service levels resonate with these customers. We also had growth in online sales as we expanded our omnichannel fulfillment offerings.

We believe our continued focus on our Perpetual Productivity Improvement initiatives, combined with our ongoing investments in our Total Home strategy allows us to perform efficiently in this uncertain macroeconomic environment and positions us for market share growth when the home improvement market recovers, while continuing to drive meaningful long-term shareholder value.

OPERATIONS

The following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of earnings (unaudited), as well as the percentage change in dollar amounts from the prior period. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).

			Three Months Ended												Basis Point Increase/(Decrease) in Percentage of Net Sales from Prior Period
			May 3, 2024						May 5, 2023						2023 vs. 2022
Net sales			100.00		%				100.00		%				N/A
Gross margin			33.19						33.68						(49)
Expenses:
Selling, general and administrative			18.77						17.12						165
Depreciation and amortization			2.00						1.85						15
Operating income			12.42						14.71						(229)
Interest – net			1.65						1.56						9
Pre-tax earnings			10.77						13.15						(238)
Income tax provision			2.56						3.04						(48)
Net earnings			8.21		%				10.11		%				(190)

The following table sets forth key metrics utilized by management in assessing business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).

			Three Months Ended
Other Metrics			May 3, 2024						May 5, 2023
Comparable sales decrease 1			(4.1)		%				(4.3)		%
Total customer transactions (in millions)			208						214
Average ticket 2			$	102.87					$	104.44
At end of period:
Number of stores			1,746						1,738
Sales floor square feet (in millions)			195						195
Average store size selling square feet (in thousands) 3			112						112
Net earnings to average debt and shareholders’ deficit			28.1		%				24.2		%
Return on invested capital 4			32.6		%				28.0		%

1 A comparable location is defined as a retail location that has been open longer than 13 months. A location that is identified for relocation is no longer considered comparable in the month of its relocation. The relocated location must then remain open longer than 13 months to be considered comparable. A location we decide to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Operating locations which are sold are included in comparable sales until the date of sale. Comparable sales are presented on a transacted basis when tender is accepted from a customer. Comparable sales include online sales, which positively

						14

impacted first quarter fiscal 2024 and fiscal 2023 comparable sales by approximately 10 basis points and 60 basis points, respectively. The comparable store sales calculation included in the preceding table was calculated using comparable 13-week periods.

2 Average ticket is defined as net sales divided by the total number of customer transactions.

3 Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period.

4 Return on invested capital is calculated using a non-GAAP financial measure. See below for additional information and reconciliations of non-GAAP measures.

Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

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

Fiscal 2023 Impacts

*•*In the first quarter of fiscal 2023, the Company recognized pre-tax income of $63 million consisting of a realized gain on the contingent consideration and adjustments to the selling price associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).

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

																					Three Months Ended
									May 5, 2023
																					Pre-Tax Earnings						Tax 1						Net Earnings
Diluted earnings per share, as reported																																	$	3.77
Non-GAAP adjustments – per share impacts
Canadian retail business transaction																					(0.10)						—						(0.10)
Adjusted diluted earnings per share																																	$	3.67

1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

Return on Invested Capital

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

We define ROIC as the rolling 12 months’ lease adjusted net operating profit after tax (Lease adjusted NOPAT) divided by the average of current year and prior year ending debt and shareholders’ deficit. Lease adjusted NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure. The calculation of ROIC, together with a reconciliation of net earnings to Lease adjusted NOPAT, is as follows:

15

			For the Periods Ended
(In millions, except percentage data)			May 3, 2024						May 5, 2023
Calculation of Return on Invested Capital
Numerator
Net Earnings			$	7,221					$	6,364
Plus:
Interest expense – net			1,384						1,228
Operating lease interest			162						160
Provision for income taxes			2,317						2,553
Lease adjusted net operating profit			11,084						10,305
Less:
Income tax adjustment 1			2,692						2,950
Lease adjusted net operating profit after tax			$	8,392					$	7,355
Denominator
Average debt and shareholders’ deficit 2			$	25,720					$	26,269
Net earnings to average debt and shareholders’ deficit			28.1		%				24.2		%
Return on invested capital 3			32.6		%				28.0		%

1 Income tax adjustment is defined as lease adjusted net operating profit multiplied by the effective tax rate, which was 24.3% and 28.6% for the periods ended May 3, 2024, and May 5, 2023, respectively.

2 Average debt and shareholders’ deficit is defined as average current year and prior year ending debt, including current maturities, short-term borrowings, and operating lease liabilities, plus the average current year and prior year ending total shareholders’ deficit.

3 For the period ended May 5, 2023, return on invested capital was negatively impacted 725 basis points as a result of the sale of the Canadian retail business.

Results of Operations

Net Sales – Net sales for the first quarter of fiscal 2024 decreased 4.4% to $21.4 billion. Comparable sales declined 4.1% consisting of a 3.1% decrease in comparable customer transactions and a 1.0% decrease in comparable average ticket.

During the first quarter of fiscal 2024, we experienced comparable sales increases in two of 14 product categories: Lawn & Garden and Building Materials. Positive comparable sales in Lawn & Garden was driven by smaller ticket projects within Landscape Products and Live Goods. Growth in Building Materials reflects strong demand with the Pro customer, demonstrating improvement from our investments in our Pro product and service offerings, including our enhanced assortment.

Gross Margin – For the first quarter of fiscal 2024, gross margin decreased 49 basis points as a percentage of sales. The gross margin contraction for the quarter is driven by higher costs associated with investments in our supply chain, targeted spring promotions, particularly in Lawn & Garden, and a decline in credit revenue, partially offset by lower transportation costs and other productivity initiatives.

SG&A – For the first quarter of fiscal 2024, SG&A expense deleveraged 165 basis points as a percentage of sales compared to the first quarter of fiscal 2023 due primarily to cycling the prior year favorable legal settlement and gain on contingent consideration associated with the fiscal 2022 sale of the Canadian retail business, as well as current year fixed cost deleverage due to lower sales.

Depreciation and Amortization – Depreciation and amortization deleveraged 15 basis points for the first quarter of fiscal 2024 compared to the prior year primarily due to lower sales.

Interest – Net – Interest expense for the first quarter of fiscal 2024 deleveraged nine basis points as a percentage of sales, primarily due to lower sales.

Income Tax Provision – Our effective income tax rates were 23.7% and 23.1% for the three months ended May 3, 2024 and May 5, 2023, respectively.

						16

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

Cash flows from operations, combined with our continued access to capital markets on both a short-term and long-term basis, as needed, remain adequate to fund our operations, make strategic investments to support long-term growth, return excess cash to shareholders in the form of dividends and share repurchases, and repay debt maturities as they become due. We believe these sources of liquidity will continue to support our business for the next twelve months. As of May 3, 2024, we held $3.2 billion of cash and cash equivalents, as well as $4.0 billion in undrawn capacity on our revolving credit facilities.

Cash Flows Provided by Operating Activities

			Three Months Ended
(In millions)			May 3, 2024						May 5, 2023
Net cash provided by operating activities			$	4,262					$	2,106

Cash flows from operating activities continued to provide the primary source of our liquidity. The increase in net cash provided by operating activities for the three months ended May 3, 2024, compared to the three months ended May 5, 2023, was primarily driven by timing of prior year income tax payments and other changes in working capital, partially offset by lower net earnings. Cash flows relating to changes in other operating liabilities improved $1.4 billion driven by the first quarter of fiscal 2023 payment of our third and fourth quarter fiscal 2022 estimated federal tax payments that were deferred under the income tax relief announced by the Internal Revenue Service for businesses located in states impacted by Hurricane Ian. In addition, cash flows relating to changes in accounts payable improved $1.7 billion primarily due to timing of purchases as we managed inventory replenishment in line with sales trends and later spring inventory build.

Cash Flows Used in Investing Activities

			Three Months Ended
(In millions)			May 3, 2024						May 5, 2023
Net cash used in investing activities			$	(378)					$	(304)

Net cash used in investing activities primarily consists of transactions related to capital expenditures. Our capital expenditures generally consist of investments in our strategic initiatives to enhance our ability to serve customers, improve existing stores, and support expansion plans. Capital expenditures were $382 million and $380 million for the three months ended May 3, 2024, and May 5, 2023, respectively. For fiscal 2024, our guidance for capital expenditures is approximately $2.0 billion.

Cash Flows Used in Financing Activities

			Three Months Ended
(In millions)			May 3, 2024						May 5, 2023
Net cash used in financing activities			$	(1,568)					$	(200)

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

Debt

Our commercial paper program is supported by the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement. The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under our commercial paper program. There were no outstanding borrowings under our commercial paper program, 2023 Credit Agreement, or the Third Amended and Restated Credit Agreement as of May 3, 2024. Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement as of May 3, 2024 was $4.0 billion.

The 2023 Credit Agreement and the Third Amended and Restated Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at May 3, 2024.

17

The following table includes additional information related to our debt for the three months ended May 3, 2024, and May 5, 2023:

			Three Months Ended
(In millions)			May 3, 2024						May 5, 2023
Net proceeds from issuance of debt			$	—					$	2,983
Repayment of debt			(22)						(22)
Net change in commercial paper			—						(427)
Maximum commercial paper outstanding at any period			250						2,195
Short-term borrowings outstanding at quarter-end			—						72
Weighted-average interest rate of short-term borrowings outstanding			—		%				5.75		%

Share Repurchases

We have an ongoing share repurchase program, authorized by the Company’s Board of Directors, that is executed through purchases made from time to time either in the open market or through private off-market transactions. We also withhold shares from employees to satisfy tax withholding liabilities. Shares repurchased are retired and returned to authorized and unissued status. The following table provides, on a settlement date basis, the total number of shares repurchased, average price paid per share, and the total cash used to repurchase shares for the three months ended May 3, 2024, and May 5, 2023:

			Three Months Ended
(In millions, except per share data)			May 3, 2024						May 5, 2023
Total amount paid for share repurchases 1			$	923					$	2,106
Total number of shares repurchased			4.0						10.5
Average price paid per share			$	229.53					$	201.41

1 Excludes unsettled share repurchases and unpaid excise taxes.

As of May 3, 2024, we had $13.9 billion remaining available under our share repurchase program with no expiration date. The Company determines the timing and amount of repurchases based on its assessment of various factors including prevailing market conditions, alternate uses of capital, liquidity, and the economic environment, among others. The timing and amount of these share repurchases are subject to change at any time.

Dividends

Dividends are paid in the quarter immediately following the quarter in which they are declared. Dividends paid per share increased from $1.05 per share for the three months ended May 5, 2023, to $1.10 per share for the three months ended May 3, 2024.

Capital Resources

We expect to continue to have access to the capital markets on both a short-term and long-term basis when needed for liquidity purposes by issuing commercial paper or new long-term debt. The availability and the borrowing costs of these funds could be adversely affected, however, by a downgrade of our debt ratings or a deterioration of certain financial ratios. The table below reflects our debt ratings by Standard & Poor’s (S&P) and Moody’s as of May 30, 2024, which we are disclosing to enhance understanding of our sources of liquidity and the effect of our ratings on our cost of funds. Our debt ratings have given, and should continue to give, us the option to refinance our debt as it becomes due. Our commercial paper and senior debt ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

Debt Ratings			S&P			Moody’s
Commercial Paper			A-2			P-2
Senior Debt			BBB+			Baa1
Senior Debt Outlook			Stable			Stable

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

						18

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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