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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 EndedNine Months Ended
October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Current EarningsAmount% SalesAmount% SalesAmount% SalesAmount% Sales
Net sales$20,813100.00%$20,170100.00%$65,701100.00%$65,120100.00%
Cost of sales13,69765.8113,37466.3143,49766.2043,34066.55
Gross margin7,11634.196,79633.6922,20433.8021,78033.45
Expenses:
Selling, general and administrative4,16019.993,82718.9712,38118.8511,86018.22
Depreciation and amortization4752.284332.151,3782.101,2841.97
Operating income2,48111.922,53612.578,44512.858,63613.26
Interest – net3521.693171.571,0021.529851.51
Pre-tax earnings2,12910.232,21911.007,44311.337,65111.75
Income tax provision5132.465242.591,7892.721,8182.79
Net earnings$1,6167.77%$1,6958.41%$5,6548.61%$5,8338.96%
Weighted average common shares outstanding – basic559565559568
Basic earnings per common share$2.88$2.99$10.09$10.24
Weighted average common shares outstanding – diluted560566560569
Diluted earnings per common share$2.88$2.99$10.07$10.22

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

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data

Three Months EndedNine Months Ended
October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net earnings$1,6167.77%$1,6958.41%$5,6548.61%$5,8338.96%
Cash flow hedges – net of tax(7)(0.04)(3)(0.02)(14)(0.02)(9)(0.02)
Other1———1—1—
Other comprehensive loss(6)(0.04)(3)(0.02)(13)(0.02)(8)(0.02)
Comprehensive income$1,6107.73%$1,6928.39%$5,6418.59%$5,8258.94%

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

October 31, 2025November 1, 2024January 31, 2025
Assets
Current assets:
Cash and cash equivalents$621$3,271$1,761
Short-term investments412335372
Receivables - net1,21610894
Merchandise inventory - net17,18317,56617,409
Other current assets788697722
Total current assets20,22021,97720,358
Property, less accumulated depreciation18,30917,58617,649
Operating lease right-of-use assets4,3453,7713,738
Long-term investments280312277
Deferred income taxes - net—261244
Intangible assets - net5,994281277
Goodwill3,982311311
Other assets323244248
Total assets$53,453$44,743$43,102
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt$2,437$2,576$2,586
Current operating lease liabilities691497563
Accounts payable10,23610,6029,290
Accrued compensation and employee benefits1,0238281,008
Deferred revenue1,5371,3591,358
Other current liabilities3,5273,5853,952
Total current liabilities19,45119,44718,757
Long-term debt, excluding current maturities37,49832,90632,901
Noncurrent operating lease liabilities4,0703,7413,628
Deferred income taxes - net808——
Deferred revenue - Lowe's protection plans1,2731,2601,268
Other liabilities735808779
Total liabilities63,83558,16257,333
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 – 561 million, 565 million, and 560 million, respectively280282280
Capital in excess of par value228——
Accumulated deficit(11,165)(13,993)(14,799)
Accumulated other comprehensive income275292288
Total shareholders' deficit(10,382)(13,419)(14,231)
Total liabilities and shareholders' deficit$53,453$44,743$43,102

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 October 31, 2025
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance August 1, 2025561$280$147$(12,108)$281$(11,400)
Net earnings———1,616—1,616
Other comprehensive loss————(6)(6)
Cash dividends declared, $1.20 per share———(673)—(673)
Share-based payment expense——54——54
Repurchases of common stock——(4)——(4)
Issuance of common stock under share-based payment plans——11——11
Other——20——20
Balance October 31, 2025561$280$228$(11,165)$275$(10,382)
Nine Months Ended October 31, 2025
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance January 31, 2025560$280$—$(14,799)$288$(14,231)
Net earnings———5,654—5,654
Other comprehensive loss————(13)(13)
Cash dividends declared, $3.55 per share———(1,991)—(1,991)
Share-based payment expense——171——171
Repurchases of common stock—(1)(44)(29)—(74)
Issuance of common stock under share-based payment plans1181——82
Other——20——20
Balance October 31, 2025561$280$228$(11,165)$275$(10,382)
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Three Months Ended November 1, 2024
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance August 2, 2024568$284$—$(14,342)$295$(13,763)
Net earnings———1,695—1,695
Other comprehensive income————(3)(3)
Cash dividends declared, $1.15 per share———(650)—(650)
Share-based payment expense——49——49
Repurchases of common stock(3)(2)(60)(696)—(758)
Issuance of common stock under share-based payment plans——11——11
Balance November 1, 2024565$282$—$(13,993)$292$(13,419)
Nine Months Ended November 1, 2024
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance February 2, 2024574$287$—$(15,637)$300$(15,050)
Net earnings———5,833—5,833
Other comprehensive loss————(8)(8)
Cash dividends declared, $3.40 per share———(1,933)—(1,933)
Share-based payment expense——159——159
Repurchases of common stock(10)(6)(253)(2,256)—(2,515)
Issuance of common stock under share-based payment plans1194——95
Balance November 1, 2024565$282$—$(13,993)$292$(13,419)

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
October 31, 2025November 1, 2024
Cash flows from operating activities:
Net earnings$5,654$5,833
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,5571,461
Noncash lease expense405392
Deferred income taxes24(10)
Loss on property and other assets – net4511
Gain on sale of business—(97)
Share-based payment expense177164
Changes in operating assets and liabilities:
Merchandise inventory – net816(672)
Other operating assets26114
Accounts payable5521,944
Other operating liabilities(959)(426)
Net cash provided by operating activities8,2978,714
Cash flows from investing activities:
Purchases of investments(1,290)(999)
Proceeds from sale/maturity of investments1,252918
Capital expenditures(1,610)(1,379)
Proceeds from sale of property and other long-term assets2554
Acquisitions of businesses - net(10,055)—
Proceeds from sale of business—97
Other – net(9)(11)
Net cash used in investing activities(11,687)(1,320)
Cash flows from financing activities:
Net proceeds from issuance of debt6,974—
Repayment of debt(2,568)(522)
Proceeds from issuance of common stock under share-based payment plans8295
Cash dividend payments(1,963)(1,916)
Repurchases of common stock(211)(2,681)
Other – net(64)(20)
Net cash provided by/(used in) financing activities2,250(5,044)
Net (decrease)/increase in cash and cash equivalents(1,140)2,350
Cash and cash equivalents, beginning of period1,761921
Cash and cash equivalents, end of period$621$3,271

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 October 31, 2025, and November 1, 2024, and the statements of earnings, comprehensive income, and shareholders’ deficit for the three and nine months ended October 31, 2025, and November 1, 2024, and cash flows for the nine months ended October 31, 2025, and November 1, 2024. The January 31, 2025, consolidated balance sheet was derived from the audited financial statements.

The Company consolidates the financial results of Artisan Design Group (ADG) and Foundation Building Materials (FBM) on a one-month lag due to differences in reporting calendars.

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 January 31, 2025 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Business Combinations

The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of the purchase price over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Accounting Pronouncements Not Yet Adopted

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2025-06, Intangibles - Goodwill and Other Internal-Use Software. The ASU amends certain aspects of the accounting for and disclosure of internal-use software and clarifies the threshold that entities apply to begin capitalizing costs. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2029. The Company is currently evaluating the impact of adopting this ASU.

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: Acquisitions

Artisan Design Group (ADG)

On June 2, 2025, the Company completed the acquisition of ADG for an aggregate cash purchase price of $1.3 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired. Acquisition-related costs were expensed as incurred. ADG is a leading nationwide provider of design, distribution and installation services for interior surface finishers, including flooring, cabinets and countertops, to national, regional and local home builders and property managers. The acquisition is expected to expand the Company’s Pro customer offering into a new distribution channel within a highly fragmented market.

Intangible assets acquired totaled $714 million and include trademarks of $130 million with a useful life of 15 years, customer relationships of $550 million with a useful life of 20 years, backlog of $26 million, and non-compete agreements of $8 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying

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consolidated balance sheet. Goodwill of $382 million is primarily attributable to the synergies expected to arise after the acquisition. We expect $312 million of goodwill to be deductible for tax purposes.

Foundation Building Materials (FBM)

On October 9, 2025, the Company completed the acquisition of FBM for an aggregate cash purchase price of $8.8 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired. Acquisition-related costs were expensed as incurred. FBM is expected to accelerate the Company’s Total Home strategy by enhancing its offering to Pro customers through expanded capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's.

Intangible assets acquired totaled $5,041 million, and include trademarks of $950 million with a useful life of 15 years, customer relationships of $3,920 million with a useful life of 20 years, backlog of $75 million, and a non-compete agreement of $96 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheet. Goodwill of $3,289 million is primarily attributable to the synergies expected to arise after the acquisition. We expect $993 million of goodwill to be deductible for tax purposes.

The following table summarizes our preliminary aggregate purchase price allocations:

ADGFBM
(In millions)June 2, 2025October 9, 2025
Allocation:
Cash acquired$2$71
Receivables208913
Merchandise inventory106484
Other current assets2277
Property36513
Operating lease right-of-use assets137471
Goodwill3823,289
Intangible assets7145,041
Other assets3416
Current operating lease liabilities(31)(92)
Accounts payable(73)(321)
Accrued compensation and employee benefits(29)(78)
Deferred revenue(22)(67)
Other current liabilities(36)(134)
Noncurrent operating lease liabilities(95)(349)
Deferred income taxes, net(36)(996)
Other liabilities(4)(26)
Net assets acquired$1,315$8,812

We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition dates. These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition dates. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition dates as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

Pro forma revenue and earnings since the acquisitions have not been provided as the acquisitions were not material to the consolidated financial statements.

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Note 3: Revenue

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

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

(In millions)Three Months EndedNine Months Ended
October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Products$19,676$19,304$62,817$62,699
Services7535321,9531,612
Other384334931809
Net sales$20,813$20,170$65,701$65,120

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)ClassificationOctober 31, 2025November 1, 2024January 31, 2025
Anticipated sales returnsOther current liabilities$207$212$167
Right of return assetsOther current assets12212399

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)October 31, 2025November 1, 2024January 31, 2025
Retail deferred revenue$1,080$878$770
Stored-value cards deferred revenue457481588
Deferred revenue$1,537$1,359$1,358

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)October 31, 2025November 1, 2024January 31, 2025
Deferred revenue - Lowe’s protection plans$1,273$1,260$1,268
Three Months EndedNine Months Ended
(In millions)October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Lowe’s protection plans deferred revenue recognized into sales$144$141$430$420
Lowe’s protection plans claim expenses6354182158
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Disaggregation of Revenues

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

Three Months EndedNine Months Ended
October 31, 2025November 1, 2024October 31, 2025November 1, 2024
(In millions)Net Sales%Net Sales%Net Sales%Net Sales%
Home Décor1$7,80237.5%$7,56537.5%$23,72936.1%$23,42136.0%
Building Products26,87533.06,72633.320,50831.220,45231.4
Hardlines35,11624.65,30626.319,32429.419,63930.2
Other1,0204.95732.92,1403.31,6082.4
Total$20,813100.0%$20,170100.0%$65,701100.0%$65,120100.0%

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 4: 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)October 31, 2025November 1, 2024January 31, 2025
Short-term restricted investments$412$335372
Long-term restricted investments280312277
Total restricted investments$692$647$649

Note 5: 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

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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 October 31, 2025, November 1, 2024, and January 31, 2025:

Fair Value Measurements at
(In millions)ClassificationMeasurement LevelOctober 31, 2025November 1, 2024January 31, 2025
Available-for-sale debt securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$210$184$199
Money market fundsShort-term investmentsLevel 1767191
Commercial paperShort-term investmentsLevel 2524749
Certificates of depositShort-term investmentsLevel 1291313
Foreign government debt securitiesShort-term investmentsLevel 225—4
Corporate debt securitiesShort-term investmentsLevel 2182016
Municipal obligationsShort-term investmentsLevel 22——
U.S. Treasury securitiesLong-term investmentsLevel 1151194150
Corporate debt securitiesLong-term investmentsLevel 21067488
Foreign government debt securitiesLong-term investmentsLevel 2164137
Municipal obligationsLong-term investmentsLevel 2732
Derivative instruments:
Fixed-to-floating interest rate swapsOther current liabilitiesLevel 2$—$11$11
Fixed-to-floating interest rate swapsOther liabilitiesLevel 2254635

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 October 31, 2025, November 1, 2024, and January 31, 2025. 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 October 31, 2025 and November 1, 2024, is as follows:

Three Months EndedNine Months Ended
(In millions)October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Beginning balance$—$—$—$—
Change in fair value—54—97
Proceeds received—(54)—(97)
Ending balance$—$—$—$—

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

During the three and nine months ended October 31, 2025, and November 1, 2024, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

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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 8, 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.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations and the 2025 Term Loan, are as follows:

October 31, 2025November 1, 2024January 31, 2025
(In millions)Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$37,514$34,968$34,996$31,651$35,011$31,557

Note 6: 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)October 31, 2025November 1, 2024January 31, 2025
Financed payment obligations$1,705$1,707$1,511

Note 7: Debt

Revolving Credit Facilities

On September 16, 2025, the Company entered into a $2.0 billion five-year unsecured credit agreement (2025 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2030, replacing the Company’s $2.0 billion five-year unsecured revolving credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).

On September 16, 2025, the Company also amended the five-year unsecured revolving credit agreement dated September 1, 2023 (the 2023 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2028 and an aggregate availability of $2.0 billion. Under the amendment, borrowings under the 2023 Credit Agreement will no longer be subject to a SOFR credit spread adjustment.

The 2025 Credit Agreement and the 2023 Credit Agreement (collectively the Long-Term Credit Agreements) support the Company’s commercial paper program. The amounts available to be drawn under the Long-Term Credit Agreements are reduced by the amount of borrowings under the commercial paper program. As of October 31, 2025, November 1, 2024, and January 31, 2025, there were no outstanding borrowings under the Company’s commercial paper program or the Long-Term Credit Agreements.

On September 16, 2025, the Company also entered into a $1.0 billion 364-day unsecured revolving credit agreement (collectively with the Long-Term Credit Agreements the “Revolving Credit Facilities”) which has a maturity date of September 2026 and had no outstanding borrowings as of October 31, 2025.

Total combined availability under the Revolving Credit Facilities was $5.0 billion as of October 31, 2025.

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Long-Term Debt

On September 16, 2025, the Company entered into a $2.0 billion unsecured term loan credit agreement (2025 Term Loan) which has a maturity date of October 2028. There was $2.0 billion in outstanding borrowings under the 2025 Term Loan as of October 31, 2025, with an interest rate of 4.935%.

In addition, on September 30, 2025, the Company issued $5.0 billion of unsecured fixed rate notes (collectively, the September 2025 Notes) as follows:

Principal Amount (in millions)Maturity DateInterest RateDiscount (in millions)
$650October 20273.950%$2
$750October 20284.000%$3
$1,100March 20314.250%$6
$1,300October 20324.500%$8
$1,200October 20354.850%$8

Interest on the September 2025 Notes with October maturity dates is payable semiannually in arrears in April and October of each year until maturity. Interest on the September 2025 Notes with March maturity dates is payable semiannually in arrears in March and September of each year until maturity.

The indenture governing the September 2025 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued and unpaid interest. The indenture also contains a provision that allows the holders of the notes to require the Company to repurchase all or any part of their notes if a change of control triggering event occurs. If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the September 2025 Notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.

Note 8: 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)October 31, 2025November 1, 2024January 31, 2025
Fair value hedges:
Fixed-to-floating interest rate swap agreements$550$850$850

See Note 5 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 9: 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 October 31, 2025, the Company had $10.8 billion remaining in its share repurchase program. In fiscal 2025, the Company paused its share repurchase program.

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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 October 31, 2025, and November 1, 2024, were as follows:

Three Months Ended
October 31, 2025November 1, 2024
(In millions)SharesCostSharesCost
Share repurchase program1—$—2.8$756
Shares withheld from employees—40.12
Total share repurchases—$42.9$758
Nine Months Ended
October 31, 2025November 1, 2024
(In millions)SharesCostSharesCost
Share repurchase program1—$—10.0$2,421
Shares withheld from employees0.3740.394
Total share repurchases0.3$7410.3$2,515

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

Note 10: 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 October 31, 2025, and November 1, 2024:

Three Months EndedNine Months Ended
(In millions, except per share data)October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Basic earnings per common share:
Net earnings$1,616$1,695$5,654$5,833
Less: Net earnings allocable to participating securities(4)(4)(15)(15)
Net earnings allocable to common shares, basic$1,612$1,691$5,639$5,818
Weighted-average common shares outstanding559565559568
Basic earnings per common share$2.88$2.99$10.09$10.24
Diluted earnings per common share:
Net earnings$1,616$1,695$5,654$5,833
Less: Net earnings allocable to participating securities(4)(4)(15)(15)
Net earnings allocable to common shares, diluted$1,612$1,691$5,639$5,818
Weighted-average common shares outstanding559565559568
Dilutive effect of non-participating share-based awards1111
Weighted-average common shares, as adjusted560566560569
Diluted earnings per common share$2.88$2.99$10.07$10.22
Anti-dilutive securities excluded from diluted weighted-average common shares0.30.10.20.2
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Note 11: Supplemental Disclosure

Net interest expense is comprised of the following:

Three Months EndedNine Months Ended
(In millions)October 31, 2025November 1, 2024October 31, 2025November 1, 2024
Long-term debt$362$363$1,071$1,092
Lease obligations561518
Interest income(41)(50)(108)(124)
Interest capitalized(3)(2)(7)(4)
Interest on tax uncertainties1—33
Other28—28—
Interest – net$352$317$1,002$985

Supplemental disclosures of cash flow information:

Nine Months Ended
(In millions)October 31, 2025November 1, 2024
Cash paid for interest, net of amount capitalized$1,371$1,410
Cash paid for income taxes – net12,1501,384
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities$16$37
Leased assets obtained in exchange for new operating lease liabilities2425442
Cash dividends declared but not paid673650

1 Cash paid for income taxes - net for the nine months ended October 31, 2025, and November 1, 2024, includes $781 million and $800 million, respectively, of cash paid for the purchase of federal transferable tax credits.

2 Excludes $50 million of leases signed but not yet commenced as of October 31, 2025.

Note 12: Segment Information

The Company’s home improvement operations represent a single operating segment designed to enable customers to purchase products and services seamlessly through all channels. The Company’s chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer. The CODM has the ultimate decision-making authority for resource allocation and assessing the performance of the Company. Thereby, the CODM regularly reviews consolidated net earnings as the measure of segment profit or loss, as well as significant segment expenses included in the below table, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The CODM also uses these measures in monitoring plan versus actual results. The CODM does not review segment assets at a different asset level or category than those disclosed in the consolidated balance sheets.

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The following presents the Company’s operating results, including significant segment expenses.

Three Months EndedNine Months Ended
October 31, 2025November 1, 2024October 31, 2025November 1, 2024
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net sales$20,813100.00%$20,170100.00%$65,701100.00%$65,120100.00%
Less:
Cost of sales13,69765.8113,37466.3143,49766.2043,34066.55
Selling, general and administrative:
Employee compensation and benefits2,80213.462,63413.068,45012.868,19812.59
Occupancy and facility costs4872.344872.421,4282.171,4172.18
Advertising2361.132121.056841.046501.00
Other SG&A items16353.064942.441,8192.781,5952.45
Depreciation and amortization4752.284332.151,3782.101,2841.97
Interest – net3521.693171.571,0021.529851.51
Income tax provision5132.465242.591,7892.721,8182.79
Net earnings$1,6167.77%$1,6958.41%$5,6548.61%$5,8338.96%

1 Other SG&A items primarily include financial services costs, technology service costs, insurance costs, impairment costs, and store environment initiative and display costs.

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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 condensed consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of October 31, 2025 and November 1, 2024, the related condensed consolidated statements of earnings, comprehensive income, and shareholders’ deficit for the fiscal three-month and nine-month periods ended October 31, 2025 and November 1, 2024, and of cash flows for the fiscal nine-month period ended October 31, 2025 and November 1, 2024, 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 January 31, 2025, and the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated March 24, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 31, 2025, 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 reviews 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 26, 2025

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