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								Nine Months Ended
	November 1, 2024				November 3, 2023				November 1, 2024				November 3, 2023
Current Earnings	Amount		% Sales		Amount		% Sales		Amount		% Sales		Amount		% Sales
Net sales	$	20,170	100.00	%	$	20,471	100.00	%	$	65,120	100.00	%	$	67,775	100.00	%
Cost of sales	13,374		66.31		13,580		66.34		43,340		66.55		44,958		66.33
Gross margin	6,796		33.69		6,891		33.66		21,780		33.45		22,817		33.67
Expenses:
Selling, general and administrative	3,827		18.97		3,761		18.37		11,860		18.22		11,673		17.23
Depreciation and amortization	433		2.15		434		2.12		1,284		1.97		1,275		1.88
Operating income	2,536		12.57		2,696		13.17		8,636		13.26		9,869		14.56
Interest – net	317		1.57		345		1.68		985		1.51		1,033		1.52

Pre-tax earnings	2,219		11.00		2,351		11.49		7,651		11.75		8,836		13.04
Income tax provision	524		2.59		578		2.83		1,818		2.79		2,130		3.14
Net earnings	$	1,695	8.41	%	$	1,773	8.66	%	$	5,833	8.96	%	$	6,706	9.90	%


Weighted average common shares outstanding – basic	565				576				568				585
Basic earnings per common share	$	2.99			$	3.07			$	10.24			$	11.43
Weighted average common shares outstanding – diluted	566				577				569				587
Diluted earnings per common share	$	2.99			$	3.06			$	10.22			$	11.40

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

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data


	Three Months Ended								Nine Months Ended
	November 1, 2024				November 3, 2023				November 1, 2024				November 3, 2023
	Amount		% Sales		Amount		% Sales		Amount		% Sales		Amount		% Sales
Net earnings	$	1,695	8.41	%	$	1,773	8.66	%	$	5,833	8.96	%	$	6,706	9.90	%
Cash flow hedges – net of tax	(3)		(0.02)		(4)		(0.01)		(9)		(0.02)		(10)		(0.02)
Foreign currency translation adjustments – net of tax	—		—		—		—		—		—		5		0.01
Other	—		—		—		—		1		—		—		—
Other comprehensive loss	(3)		(0.02)		(4)		(0.01)		(8)		(0.02)		(5)		(0.01)
Comprehensive income	$	1,692	8.39	%	$	1,769	8.65	%	$	5,825	8.94	%	$	6,701	9.89	%

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


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Lowe’s Companies, Inc.

Consolidated Balance Sheets (Unaudited)

In Millions, Except Par Value Data


	November 1, 2024		November 3, 2023		February 2, 2024
Assets
Current assets:
Cash and cash equivalents	$	3,271	$	1,210	$	921
Short-term investments	335		321		307
Merchandise inventory – net	17,566		17,530		16,894
Other current assets	805		907		949
Total current assets	21,977		19,968		19,071
Property, less accumulated depreciation	17,586		17,527		17,653
Operating lease right-of-use assets	3,771		3,647		3,733
Long-term investments	312		238		252
Deferred income taxes – net	261		280		248
Other assets	836		859		838
Total assets	$	44,743	$	42,519	$	41,795

Liabilities and shareholders' deficit
Current liabilities:

Current maturities of long-term debt	$	2,576	$	544	$	537
Current operating lease liabilities	497		533		487
Accounts payable	10,602		9,914		8,704
Accrued compensation and employee benefits	828		750		954
Deferred revenue	1,359		1,499		1,408
Other current liabilities	3,585		3,256		3,478
Total current liabilities	19,447		16,496		15,568
Long-term debt, excluding current maturities	32,906		35,374		35,384
Noncurrent operating lease liabilities	3,741		3,602		3,737
Deferred revenue – Lowe's protection plans	1,260		1,228		1,225
Other liabilities	808		966		931
Total liabilities	58,162		57,666		56,845

Shareholders' deficit:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none	—		—		—
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 565 million, 575 million, and 574 million shares, respectively	282		288		287
Capital in excess of par value	—		7		—
Accumulated deficit	(13,993)		(15,744)		(15,637)
Accumulated other comprehensive income	292		302		300
Total shareholders' deficit	(13,419)		(15,147)		(15,050)
Total liabilities and shareholders' deficit	$	44,743	$	42,519	$	41,795

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


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Lowe’s Companies, Inc.

Consolidated Statements of Shareholders’ Deficit (Unaudited)

In Millions


	Three Months Ended November 1, 2024
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance August 2, 2024	568	$	284	$	—	$	(14,342)	$	295	$	(13,763)

Net earnings	—	—		—		1,695		—		1,695
Other comprehensive loss	—	—		—		—		(3)		(3)
Cash dividends declared, $1.15 per share	—	—		—		(650)		—		(650)
Share-based payment expense	—	—		49		—		—		49
Repurchases of common stock	(3)	(2)		(60)		(696)		—		(758)
Issuance of common stock under share-based payment plans	—	—		11		—		—		11
Balance November 1, 2024	565	$	282	$	—	$	(13,993)	$	292	$	(13,419)

	Nine Months Ended November 1, 2024
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance February 2, 2024	574	$	287	$	—	$	(15,637)	$	300	$	(15,050)

Net earnings	—	—		—		5,833		—		5,833
Other comprehensive loss	—	—		—		—		(8)		(8)
Cash dividends declared, $3.40 per share	—	—		—		(1,933)		—		(1,933)
Share-based payment expense	—	—		159		—		—		159
Repurchases of common stock	(10)	(6)		(253)		(2,256)		—		(2,515)
Issuance of common stock under share-based payment plans	1	1		94		—		—		95
Balance November 1, 2024	565	$	282	$	—	$	(13,993)	$	292	$	(13,419)


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	Three Months Ended November 3, 2023
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance August 4, 2023	582	$	291	$	12	$	(15,341)	$	306	$	(14,732)
Net earnings	—	—		—		1,773		—		1,773
Other comprehensive loss	—	—		—		—		(4)		(4)
Cash dividends declared, $1.10 per share	—	—		—		(633)		—		(633)
Share-based payment expense	—	—		42		—		—		42
Repurchases of common stock	(7)	(3)		(50)		(1,543)		—		(1,596)
Issuance of common stock under share-based payment plans	—	—		3		—		—		3
Balance November 3, 2023	575	$	288	$	7	$	(15,744)	$	302	$	(15,147)

	Nine Months Ended November 3, 2023
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance February 3, 2023	601	$	301	$	—	$	(14,862)	$	307	$	(14,254)

Net earnings	—	—		—		6,706		—		6,706
Other comprehensive loss	—	—		—		—		(5)		(5)
Cash dividends declared, $3.25 per share	—	—		—		(1,898)		—		(1,898)
Share-based payment expense	—	—		155		—		—		155
Repurchases of common stock	(28)	(14)		(226)		(5,690)		—		(5,930)
Issuance of common stock under share-based payment plans	2	1		78		—		—		79
Balance November 3, 2023	575	$	288	$	7	$	(15,744)	$	302	$	(15,147)

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


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Lowe’s Companies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

In Millions


	Nine Months Ended
	November 1, 2024		November 3, 2023
Cash flows from operating activities:
Net earnings	$	5,833	$	6,706
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	1,461		1,427
Noncash lease expense	392		370
Deferred income taxes	(10)		(27)
Loss on property and other assets – net	11		50

Gain on sale of business	(97)		(79)
Share-based payment expense	164		160
Changes in operating assets and liabilities:
Merchandise inventory – net	(672)		1,002
Other operating assets	114		236
Accounts payable	1,944		(610)
Other operating liabilities	(426)		(2,203)
Net cash provided by operating activities	8,714		7,032

Cash flows from investing activities:
Purchases of investments	(999)		(1,283)
Proceeds from sale/maturity of investments	918		1,215
Capital expenditures	(1,379)		(1,344)
Proceeds from sale of property and other long-term assets	54		29

Proceeds from sale of business	97		100
Other – net	(11)		(23)
Net cash used in investing activities	(1,320)		(1,306)

Cash flows from financing activities:
Net change in commercial paper	—		(499)
Net proceeds from issuance of debt	—		2,983
Repayment of debt	(522)		(576)
Proceeds from issuance of common stock under share-based payment plans	95		79
Cash dividend payments	(1,916)		(1,899)
Repurchases of common stock	(2,681)		(5,937)
Other – net	(20)		(15)
Net cash used in financing activities	(5,044)		(5,864)



Net increase/(decrease) in cash and cash equivalents	2,350		(138)
Cash and cash equivalents, beginning of period	921		1,348
Cash and cash equivalents, end of period	$	3,271	$	1,210

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


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Lowe’s Companies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

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

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

Accounting Pronouncements Not Yet Adopted

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

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

Note 2: Revenue

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

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


(In millions)	Three Months Ended						Nine Months Ended
November 1, 2024			November 3, 2023			November 1, 2024			November 3, 2023
Products	$	19,304		$	19,599		$	62,699		$	65,204
Services	532			517			1,612			1,623
Other	334			355			809			948
Net sales	$	20,170		$	20,471		$	65,120		$	67,775

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


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anticipated sales returns and the associated right of return assets are as follows:


(In millions)	Classification	November 1, 2024		November 3, 2023		February 2, 2024
Anticipated sales returns	Other current liabilities	$	212	$	241	$	191
Right of return assets	Other current assets	123		140		111

Deferred revenue - retail and stored-value cards

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


(In millions)	November 1, 2024		November 3, 2023		February 2, 2024
Retail deferred revenue	$	878	$	984	$	796
Stored-value cards deferred revenue	481		515		612
Deferred revenue	$	1,359	$	1,499	$	1,408

Deferred revenue - Lowe’s protection plans

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


(In millions)			November 1, 2024						November 3, 2023						February 2, 2024
Deferred revenue - Lowe’s protection plans			$	1,260					$	1,228					$	1,225


	Three Months Ended				Nine Months Ended
(In millions)	November 1, 2024		November 3, 2023		November 1, 2024		November 3, 2023
Lowe’s protection plans deferred revenue recognized into sales	$	141	$	139	$	420	$	411
Lowe’s protection plans claim expenses	54		64		158		171

Disaggregation of Revenues

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


	Three Months Ended								Nine Months Ended
	November 1, 2024				November 3, 2023				November 1, 2024				November 3, 2023
(In millions)	Net Sales		%		Net Sales		%		Net Sales		%		Net Sales		%
Home Décor1	$	7,541	37.4	%	$	7,782	38.0	%	$	23,386	35.9	%	$	24,686	36.4	%
Building Products2	6,730		33.4		6,841		33.4		20,470		31.4		21,080		31.1
Hardlines3	5,326		26.4		5,216		25.5		19,672		30.2		20,238		29.9
Other	573		2.8		632		3.1		1,592		2.5		1,771		2.6
Total	$	20,170	100.0	%	$	20,471	100.0	%	$	65,120	100.0	%	$	67,775	100.0	%

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

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

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

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


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Note 3: Restricted Investments

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


(In millions)	November 1, 2024		November 3, 2023		February 2, 2024
Short-term restricted investments	$	335	$	321	$	307
Long-term restricted investments	312		238		252
Total restricted investments	$	647	$	559	$	559

Note 4: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

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

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

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of November 1, 2024, November 3, 2023, and February 2, 2024:


			Fair Value Measurements as of
(In millions)	Classification	Measurement Level	November 1, 2024		November 3, 2023		February 2, 2024
Available-for-sale debt securities:
U.S. Treasury securities	Short-term investments	Level 1	$	184	$	143	$	152
Money market funds	Short-term investments	Level 1	71		49		56
Commercial paper	Short-term investments	Level 2	47		30		5
Corporate debt securities	Short-term investments	Level 2	20		62		50
Certificates of deposit	Short-term investments	Level 1	13		35		42
Municipal obligations	Short-term investments	Level 2	—		2		2


U.S. Treasury securities	Long-term investments	Level 1	194		215		213
Corporate debt securities	Long-term investments	Level 2	74		23		35
Foreign government debt securities	Long-term investments	Level 2	41		—		4
Municipal obligations	Long-term investments	Level 2	3		—		—



Derivative instruments:



Fixed-to-floating interest rate swaps	Other current liabilities	Level 2	$	11	$	—	$	—
Fixed-to-floating interest rate swaps	Other liabilities	Level 2	46		92		76

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

When available, quoted prices were used to determine fair value. When quoted prices in active markets were available, financial assets were classified within Level 1 of the fair value hierarchy. When quoted prices in active markets were not available, fair values for financial assets and liabilities classified within Level 2 were determined using pricing models, and the


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inputs to those pricing models were based on observable market inputs. The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.

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

The rollforward of the fair value of contingent consideration for the three and nine months ended November 1, 2024 and November 3, 2023, is as follows:


	Three Months Ended				Nine Months Ended
(In millions)	November 1, 2024		November 3, 2023		November 1, 2024		November 3, 2023
Beginning balance	$	—	$	—	$	—	$	21

Change in fair value	54		—		97		102
Proceeds received	(54)		—		(97)		(123)
Ending balance	$	—	$	—	$	—	$	—

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

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

Other Fair Value Disclosures

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

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


	November 1, 2024				November 3, 2023				February 2, 2024
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Unsecured notes (Level 1)	$	34,996	$	31,651	$	35,387	$	30,207	$	35,409	$	32,757
Mortgage notes (Level 2)	1		1		2		2		2		2
Long-term debt (excluding finance lease obligations)	$	34,997	$	31,652	$	35,389	$	30,209	$	35,411	$	32,759

Note 5: Accounts Payable

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


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consolidated balance sheets, are as follows:


(In millions)						November 1, 2024						November 3, 2023						February 2, 2024
Financed payment obligations						$	1,707					$	1,640					$	1,356

Note 6: Debt

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

Note 7: Derivative Instruments

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


(In millions)	November 1, 2024		November 3, 2023		February 2, 2024


Fair value hedges:
Fixed-to-floating interest rate swap agreements	$	850	$	850	$	850

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

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

Note 8: Shareholders’ Deficit

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

During the nine months ended November 1, 2024, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 4.5 million shares of the Company’s common stock for $1.1 billion. The terms of the ASR agreements entered into during the nine months ended November 1, 2024, are as follows (in millions):


Agreement Execution Date	Agreement Settlement Date	ASR Agreement Amount		Initial Shares Delivered at Inception	Additional Shares Delivered at Settlement	Total Shares Delivered
Q1 2024	Q1 2024	$	325	1.1	0.2	1.3
Q2 2024	Q2 2024	375		1.4	0.3	1.7
Q3 2024	Q3 2024	400		1.3	0.2	1.5


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


	Three Months Ended			Nine Months Ended
	November 1, 2024			November 1, 2024
(In millions)	Shares	Cost		Shares	Cost
Open market share repurchases	1.3	$	356	5.5	$	1,321

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

Total shares repurchased for the three and nine months ended November 1, 2024, and November 3, 2023, were as follows:


	Three Months Ended
	November 1, 2024			November 3, 2023
(In millions)	Shares	Cost		Shares	Cost
Share repurchase program1	2.8	$	756	7.3	$	1,595
Shares withheld from employees	0.1	2		—	1
Total share repurchases	2.9	$	758	7.3	$	1,596



	Nine Months Ended
	November 1, 2024			November 3, 2023
(In millions)	Shares	Cost		Shares	Cost
Share repurchase program1	10.0	$	2,421	27.3	$	5,795
Shares withheld from employees	0.3	94		0.7	135
Total share repurchases	10.3	$	2,515	28.0	$	5,930

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

Note 9: Earnings Per Share

The Company calculates basic and diluted earnings per common share using the two-class method. The following table reconciles earnings per common share for the three and nine months ended November 1, 2024, and November 3, 2023:


	Three Months Ended				Nine Months Ended
(In millions, except per share data)	November 1, 2024		November 3, 2023		November 1, 2024		November 3, 2023
Basic earnings per common share:
Net earnings	$	1,695	$	1,773	$	5,833	$	6,706
Less: Net earnings allocable to participating securities	(4)		(4)		(15)		(18)
Net earnings allocable to common shares, basic	$	1,691	$	1,769	$	5,818	$	6,688
Weighted-average common shares outstanding	565		576		568		585
Basic earnings per common share	$	2.99	$	3.07	$	10.24	$	11.43
Diluted earnings per common share:
Net earnings	$	1,695	$	1,773	$	5,833	$	6,706
Less: Net earnings allocable to participating securities	(4)		(4)		(15)		(18)
Net earnings allocable to common shares, diluted	$	1,691	$	1,769	$	5,818	$	6,688
Weighted-average common shares outstanding	565		576		568		585
Dilutive effect of non-participating share-based awards	1		1		1		2
Weighted-average common shares, as adjusted	566		577		569		587
Diluted earnings per common share	$	2.99	$	3.06	$	10.22	$	11.40

Anti-dilutive securities excluded from diluted weighted-average common shares	0.1		0.6		0.2		0.5


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Note 10: Income Taxes

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

Note 11: Supplemental Disclosure

Net interest expense is comprised of the following:


	Three Months Ended				Nine Months Ended
(In millions)	November 1, 2024		November 3, 2023		November 1, 2024		November 3, 2023
Long-term debt	$	363	$	365	$	1,092	$	1,075
Short-term borrowings	—		—		—		15
Lease obligations	6		6		18		19


Interest income	(50)		(27)		(124)		(78)
Interest capitalized	(2)		(1)		(4)		(4)
Interest on tax uncertainties	—		—		3		—
Other	—		2		—		6
Interest – net	$	317	$	345	$	985	$	1,033

Supplemental disclosures of cash flow information:


	Nine Months Ended
(In millions)	November 1, 2024		November 3, 2023
Cash paid for interest, net of amount capitalized	$	1,410	$	1,415
Cash paid for income taxes – net1,2	1,384		3,163
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities	$	37	$	46
Leased assets obtained in exchange for new operating lease liabilities3	442		497

Cash dividends declared but not paid	650		633

1 Cash paid for income taxes - net for the nine months ended November 1, 2024 includes $800 million of cash paid for the purchase of federal transferable tax credits.

2 Cash paid for income taxes - net for the nine months ended November 3, 2023 includes $1.2 billion of estimated income tax payments for the third and fourth quarter of fiscal 2022 that were deferred under the Internal Revenue Service’s income tax relief for businesses located in states affected by Hurricane Ian.

3 Excludes $31 million of leases signed but not yet commenced as of November 1, 2024.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Results of Review of Interim Financial Information

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

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

Basis for Review Results

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

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

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

November 27, 2024


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