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 EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Current EarningsAmount% SalesAmount% SalesAmount% SalesAmount% Sales
Net sales$25,956100.00%$23,959100.00%$49,034100.00%$44,888100.00%
Cost of sales17,37966.9615,85866.1932,91467.1329,80066.39
Gross margin8,57733.048,10133.8116,12032.8715,08833.61
Expenses:
Selling, general and administrative4,45617.174,17517.428,87918.108,22218.31
Depreciation and amortization5722.204571.911,1382.329022.01
Operating income3,54913.673,46914.486,10312.455,96413.29
Interest – net3741.443131.317731.586501.45
Pre-tax earnings3,17512.233,15613.175,33010.875,31411.84
Income tax provision7762.997583.161,3032.661,2762.84
Net earnings$2,3999.24%$2,39810.01%$4,0278.21%$4,0389.00%
Weighted average common shares outstanding - basic559559559559
Basic earnings per common share$4.28$4.28$7.18$7.21
Weighted average common shares outstanding - diluted560560560560
Diluted earnings per common share$4.27$4.27$7.17$7.19

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 EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net earnings$2,3999.24%$2,39810.01%$4,0278.21%$4,0389.00%
Cash flow hedges – net of tax(3)(0.01)(4)(0.01)(7)(0.02)(7)(0.02)
Other(1)—(1)(0.01)(2)———
Other comprehensive loss(4)(0.01)(5)(0.02)(9)(0.02)(7)(0.02)
Comprehensive income$2,3959.23%$2,3939.99%$4,0188.19%$4,0318.98%

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

July 31, 2026August 1, 2025January 30, 2026
Assets
Current assets:
Cash and cash equivalents$3,172$4,860$982
Short-term investments235396370
Receivables - net1,2383201,090
Merchandise inventory - net17,73716,34217,300
Other current assets9607211,213
Total current assets23,34222,63920,955
Property, less accumulated depreciation18,27617,70818,362
Operating lease right-of-use assets4,0713,8874,303
Long-term investments179273319
Deferred income taxes - net—140—
Intangible assets - net5,7099765,908
Goodwill3,9576913,945
Other assets347300352
Total assets$55,881$46,614$54,144
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt$2,352$4,175$2,431
Current operating lease liabilities733536713
Accounts payable11,0769,5139,762
Accrued compensation and employee benefits1,1681,0981,285
Deferred revenue1,6091,5581,477
Other current liabilities4,1944,7423,795
Total current liabilities21,13221,62219,463
Long-term debt, excluding current maturities35,20430,54837,490
Noncurrent operating lease liabilities3,7343,8014,043
Deferred income taxes - net1,201—1,039
Deferred revenue - Lowe's protection plans1,2531,2831,262
Other liabilities794760764
Total liabilities63,31858,01464,061
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, 561 million, and 561 million, respectively281280281
Capital in excess of par value207147370
Accumulated deficit(8,187)(12,108)(10,839)
Accumulated other comprehensive income262281271
Total shareholders' deficit(7,437)(11,400)(9,917)
Total liabilities and shareholders' deficit$55,881$46,614$54,144

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 July 31, 2026
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance May 1, 2026561$280$68$(9,884)$266$(9,270)
Net earnings———2,399—2,399
Other comprehensive loss————(4)(4)
Cash dividends declared, $1.25 per share———(702)—(702)
Share-based payment expense——73——73
Repurchases of common stock——(2)——(2)
Issuance of common stock under share-based payment plans—168——69
Balance July 31, 2026561$281$207$(8,187)$262$(7,437)
Six Months Ended July 31, 2026
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance January 30, 2026561$281$370$(10,839)$271$(9,917)
Net earnings———4,027—4,027
Other comprehensive loss————(9)(9)
Cash dividends declared, $2.45 per share———(1,375)—(1,375)
Share-based payment expense——133——133
Repurchases of common stock(1)(1)(366)——(367)
Issuance of common stock under share-based payment plans1170——71
Balance July 31, 2026561$281$207$(8,187)$262$(7,437)
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Three Months Ended August 1, 2025
Common StockCapital in Excess of Par ValueAccumulated DeficitAccumulated Other Comprehensive IncomeTotal
SharesAmount
Balance May 2, 2025560$280$13$(13,833)$286$(13,254)
Net earnings———2,398—2,398
Other comprehensive loss————(5)(5)
Cash dividends declared, $1.20 per share———(673)—(673)
Share-based payment expense——64——64
Repurchases of common stock——1——1
Issuance of common stock under share-based payment plans1—69——69
Balance August 1, 2025561$280$147$(12,108)$281$(11,400)
Six Months Ended August 1, 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———4,038—4,038
Other comprehensive loss————(7)(7)
Cash dividends declared, $2.35 per share———(1,317)—(1,317)
Share-based payment expense——117——117
Repurchases of common stock—(1)(40)(30)—(71)
Issuance of common stock under share-based payment plans1170——71
Balance August 1, 2025561$280$147$(12,108)$281$(11,400)

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

Six Months Ended
July 31, 2026August 1, 2025
Cash flows from operating activities:
Net earnings$4,027$4,038
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,2921,022
Noncash lease expense338267
Deferred income taxes16570
Loss on property and other assets - net1530
Share-based payment expense132117
Changes in operating assets and liabilities:
Receivables - net(157)(22)
Merchandise inventory – net(436)1,173
Other operating assets23620
Accounts payable1,313150
Other operating liabilities84745
Net cash provided by operating activities7,0097,610
Cash flows from investing activities:
Purchases of investments(808)(845)
Proceeds from sale/maturity of investments1,079827
Capital expenditures(1,063)(1,013)
Proceeds from sale of property and other long-term assets87
Acquisition of business - net(5)(1,314)
Other – net28(5)
Net cash used in investing activities(761)(2,343)
Cash flows from financing activities:
Repayment of debt(2,397)(796)
Proceeds from issuance of common stock under share-based payment plans7170
Cash dividend payments(1,346)(1,290)
Repurchases of common stock(366)(113)
Other – net(20)(39)
Net cash used in financing activities(4,058)(2,168)
Net increase in cash and cash equivalents2,1903,099
Cash and cash equivalents, beginning of period9821,761
Cash and cash equivalents, end of period$3,172$4,860

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 July 31, 2026, and August 1, 2025, and the statements of earnings, comprehensive income, and shareholders’ deficit for the three and six months ended July 31, 2026, and August 1, 2025, and cash flows for the six months ended July 31, 2026, and August 1, 2025. The January 30, 2026, consolidated balance sheet was derived from the audited financial statements.

The Company consolidates the financial results of Foundation Building Materials (FBM) and Artisan Design Group (ADG) 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 30, 2026 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Tariffs

In February 2026, the United States Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) on goods imported into the United States were unauthorized. Following this ruling, and effective on April 20, 2026, the United States Customs and Border Protection launched a platform for importers of record to begin IEEPA tariff refund requests, where eligible.

The Company is accounting for tariff refunds as a contingent gain in accordance with ASC 450-30. Under this standard, a gain contingency is not recognized until the gain is realized or realizable. During the second quarter of 2026, we recognized approximately $80.0 million of IEEPA tariff refunds in our consolidated statements of earnings. Uncertainties remain regarding the amount and timing of future collections.

Reclassifications

Receivables - net for the prior period ended August 1, 2025, were reclassified to conform with current period presentation and were previously included in Other current assets on the consolidated balance sheets.

Accounting Pronouncements Not Yet Adopted

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, a leading nationwide provider of design, distribution and installation services for interior surface finishes, including flooring, cabinets and countertops, to national, regional and local home builders and property managers, for an aggregate cash purchase price of $1.3 billion. Acquisition-related costs were expensed as incurred. In fiscal 2025, we recorded a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated acquisition date fair values. Measurement period adjustments to the purchase price allocation recognized during fiscal 2026 were immaterial, and our purchase price allocation is now finalized.

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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. Acquisition-related costs were expensed as incurred. FBM strengthens the Company’s Total Home strategy by expanding our offerings to Pro customers through enhanced capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's. In fiscal 2025, we recorded a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated acquisition date fair values. Areas that remain preliminary as of July 31, 2026 primarily relate to income taxes, as well as any changes to residual goodwill resulting from measurement period adjustments. Measurement period adjustments to the purchase price allocation during fiscal 2026 were immaterial.

Other

All additional acquisitions completed during fiscal 2026 and fiscal 2025 were immaterial both individually and in the aggregate.

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 EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Products$24,734$22,973$46,789$43,141
Services7836551,4891,200
Other439331756547
Net sales$25,956$23,959$49,034$44,888

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)ClassificationJuly 31, 2026August 1, 2025January 30, 2026
Anticipated sales returnsOther current liabilities$212$211$178
Right of return assetsOther current assets129123109

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)July 31, 2026August 1, 2025January 30, 2026
Retail deferred revenue$1,162$1,095$936
Stored-value cards deferred revenue447463541
Deferred revenue$1,609$1,558$1,477

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

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sales when incurred.

(In millions)July 31, 2026August 1, 2025January 30, 2026
Deferred revenue - Lowe’s protection plans$1,253$1,283$1,262
Three Months EndedSix Months Ended
(In millions)July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Lowe’s protection plans deferred revenue recognized into sales$147$144$291$287
Lowe’s protection plans claim expenses6261123119

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division within our Retail Home Improvement segment, as well as Other segment net sales:

Three Months EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
(In millions)Net Sales%Net Sales%Net Sales%Net Sales%
Hardlines1$7,95230.6%$8,00633.4%$14,73530.1%$14,57632.5%
Home Décor27,81730.17,78232.514,99130.614,87733.1
Building Products37,55429.17,47231.214,37129.314,31431.9
Other6922.75612.31,2422.59832.2
Retail Home Improvement24,01592.523,82199.445,33992.544,75099.7
Other segment net sales1,9417.51380.63,6957.51380.3
Total$25,956100.0%$23,959100.0%$49,034100.0%$44,888100.0%

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

1 Hardlines includes the following product categories: Lawn & Garden, Power Equipment, Seasonal & Cleaning, and Tools & Hardware.

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

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

The following table presents the Company’s net sales disaggregated by geographical area:

(In millions)Three Months EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
United States$25,883$23,959$48,893$44,888
Canada73—141—
Net Sales$25,956$23,959$49,034$44,888

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)July 31, 2026August 1, 2025January 30, 2026
Short-term restricted investments$235$396$370
Long-term restricted investments179273319
Total restricted investments$414$669$689
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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

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 July 31, 2026, August 1, 2025, and January 30, 2026:

Fair Value Measurements at
(In millions)ClassificationMeasurement LevelJuly 31, 2026August 1, 2025January 30, 2026
Available-for-sale debt securities:
Money market fundsShort-term investmentsLevel 1$76$60$81
U.S. Treasury securitiesShort-term investmentsLevel 175225195
Corporate debt securitiesShort-term investmentsLevel 246532
Foreign government debt securitiesShort-term investmentsLevel 2191921
Certificates of depositShort-term investmentsLevel 1123731
Municipal obligationsShort-term investmentsLevel 27210
Commercial paperShort-term investmentsLevel 2—48—
U.S. Treasury securitiesLong-term investmentsLevel 1149125211
Corporate debt securitiesLong-term investmentsLevel 22711992
Foreign government debt securitiesLong-term investmentsLevel 232216
Municipal obligationsLong-term investmentsLevel 2—7—
Derivative instruments:
Fixed-to-floating interest rate swapsOther current liabilitiesLevel 2$8$6$15
Fixed-to-floating interest rate swapsOther liabilitiesLevel 2—24—

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 July 31, 2026, August 1, 2025, and January 30, 2026. 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.

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

During the three and six months ended July 31, 2026, and August 1, 2025, 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 9, 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:

July 31, 2026August 1, 2025January 30, 2026
(In millions)Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$35,200$31,339$34,289$31,198$37,530$34,907

Note 6: Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of our goodwill:

(In millions)Retail Home ImprovementOther****1Consolidated
Goodwill, balance at January 30, 2026$311$3,634$3,945
Other2—1212
Goodwill, balance at July 31, 2026$311$3,646$3,957

1 Goodwill activity within non-reportable operating segments.

2 Includes immaterial acquisitions and measurement period adjustments.

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets consist of the following:

July 31, 2026August 1, 2025January 30, 2026
(In millions)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Definite-lived intangible assets:
Customer-related$4,722$(292)$4,430$788$(105)$683$4,722$(174)$4,548
Trademarks and trade names1,100(76)1,024150(20)1301,100(40)1,060
Other207(86)12135(6)29208(42)166
Total definite-lived intangible assets$6,029$(454)$5,575$973$(131)$842$6,030$(256)$5,774
Indefinite-lived intangible assets:
Trademark$134$—$134$134$—$134$134$—$134
Total intangible assets$6,163$(454)$5,709$1,107$(131)$976$6,164$(256)$5,908
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Our intangible asset amortization expense was $98 million and $12 million for the three months ended July 31, 2026 and August 1, 2025, respectively, and $198 million and $15 million for the six months ended July 31, 2026 and August 1, 2025, respectively.

Note 7: 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)July 31, 2026August 1, 2025January 30, 2026
Financed payment obligations$1,582$1,326$1,440

Note 8: 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 July 31, 2026, August 1, 2025 and January 30, 2026, there were no outstanding borrowings under the Company’s current and prior year 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 July 31, 2026.

Total combined availability under the Revolving Credit Facilities was $5.0 billion as of July 31, 2026.

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 July 31, 2026, with an interest rate of 4.648%.

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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.

The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-term debt and are being amortized over the respective terms of the notes using the effective interest method.

Note 9: 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)July 31, 2026August 1, 2025January 30, 2026
Fair value hedges:
Fixed-to-floating interest rate swap agreements$550$850$550

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 10: 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 July 31, 2026, the Company had $10.5 billion remaining in its share repurchase program.

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.

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Total shares repurchased for the three and six months ended July 31, 2026, and August 1, 2025, were as follows:

Three Months Ended
July 31, 2026August 1, 2025
(In millions)SharesCostSharesCost
Share repurchase program1—$——$(3)
Shares withheld from employees—2—2
Total share repurchases—$2—$(1)
Six Months Ended
July 31, 2026August 1, 2025
(In millions)SharesCostSharesCost
Share repurchase program11.2$302—$(3)
Shares withheld from employees0.3650.372
Total share repurchases1.5$3670.3$69

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

Note 11: 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 six months ended July 31, 2026, and August 1, 2025:

Three Months EndedSix Months Ended
(In millions, except per share data)July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Basic earnings per common share:
Net earnings$2,399$2,398$4,027$4,038
Less: Net earnings allocable to participating securities(7)(7)(11)(11)
Net earnings allocable to common shares, basic$2,392$2,391$4,016$4,027
Weighted-average common shares outstanding559559559559
Basic earnings per common share$4.28$4.28$7.18$7.21
Diluted earnings per common share:
Net earnings$2,399$2,398$4,027$4,038
Less: Net earnings allocable to participating securities(7)(7)(11)(11)
Net earnings allocable to common shares, diluted$2,392$2,391$4,016$4,027
Weighted-average common shares outstanding559559559559
Dilutive effect of non-participating share-based awards1111
Weighted-average common shares, as adjusted560560560560
Diluted earnings per common share$4.27$4.27$7.17$7.19
Anti-dilutive securities excluded from diluted weighted-average common shares0.30.30.30.2
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Note 12: Supplemental Disclosure

Net interest expense is comprised of the following:

Three Months EndedSix Months Ended
(In millions)July 31, 2026August 1, 2025July 31, 2026August 1, 2025
Long-term debt$388$351$790$709
Short-term borrowings1—3—
Lease obligations55910
Interest income(18)(42)(27)(67)
Interest capitalized(2)(2)(4)(4)
Interest on tax uncertainties—112
Other——1—
Interest – net$374$313$773$650

Supplemental disclosures of cash flow information:

Six Months Ended
(In millions)July 31, 2026August 1, 2025
Cash paid for interest, net of amount capitalized$813$721
Cash paid for income taxes – net1642657
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities$15$15
Leased assets obtained in exchange for new operating lease liabilities2119293
Cash dividends declared but not paid702673

1 Cash paid for income taxes - net for the six months ended July 31, 2026, and August 1, 2025, includes $432 million and $453 million, respectively, of cash paid for the purchase of federal transferable tax credits.

2 Excludes $63 million of leases signed but not yet commenced as of July 31, 2026.

Note 13: Segment Information

The Company’s operations include one reportable operating segment, Retail Home Improvement, and the chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer. Our operating segments reflect the way in which internally reported financial information is regularly reviewed by the CODM who has the ultimate decision-making authority for resource allocation and assessing performance of our segments.

  • Retail Home Improvement Reportable Segment - We are engaged in retail operations that sell a wide assortment of home décor, hardlines, and building products both in stores and online throughout the United States. In addition, we have specialists on-site to provide services, including home improvement installation services, and tool and equipment rental.

  • Other -** As discussed in Note 2, in 2025, Lowe’s acquired FBM, a leading distributor of interior building products, and ADG, a nationwide provider of design, distribution and installation services for interior surface finishes. FBM operations are organized into two lines of business and represent two operating segments, Ceilings and Wall Systems and Commercial Doors and Hardware. ADG is deemed to be a separate operating segment, referred to as Interior Finishes. These three operating segments do not meet the thresholds prescribed under ASC Topic 280 to be deemed a reportable segment, therefore, results from these operating segments are presented in “Other”.

The CODM regularly reviews operating income as the measure of each operating segment’s profit or loss, as well as significant segment expenses of our Retail Home Improvement segment to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Corporate expenses are allocated to the individual operating segments. 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 table presents the Company’s operating income results for its Retail Home Improvement reportable segment, including significant segment expenses:

Three Months EndedSix Months Ended
July 31, 2026August 1, 2025July 31, 2026August 1, 2025
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net Sales$24,015100.00%$23,821100.00%$45,339100.00%$44,750100.00%
Less:
Cost of sales15,77565.6915,75166.1229,85565.8529,69466.36
Expenses:
Employee compensation and benefits2,84311.842,81511.825,69012.565,62812.58
Occupancy and facility costs4781.994711.989702.149402.10
Advertising2691.122491.054771.054481.00
Other segment items16322.626122.561,2782.811,1772.63
Selling, general and administrative:4,22217.574,14717.418,41518.568,19318.31
Depreciation and amortization4721.974471.889382.078921.99
Operating income$3,54614.77%$3,47614.59%$6,13113.52%$5,97113.34%

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

The following tables present a reconciliation of our Retail Home Improvement results to our consolidated totals for the three and six months ended July 31, 2026 and August 1, 2025. Prior-period segment information has been recast to conform to the Company’s current-period segment reporting structure:

Three Months Ended
July 31, 2026
Retail Home ImprovementOtherConsolidated
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% Sales
Net sales$24,015100.00%$1,941100.00%$25,956100.00%
Operating income3,54614.7730.113,54913.67
Interest – net3741.44
Pre-tax earnings3,17512.23
Income tax provision7762.99
Net earnings$2,3999.24%
Three Months Ended
August 1, 2025
Retail Home ImprovementOtherConsolidated
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% Sales
Net sales$23,821100.00%$138100.00%$23,959100.00%
Operating income3,47614.59(7)(5.61)3,46914.48
Interest – net3131.31
Pre-tax earnings3,15613.17
Income tax provision7583.16
Net earnings$2,39810.01%
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Six Months Ended
July 31, 2026
Retail Home ImprovementOtherConsolidated
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% Sales
Net sales$45,339100.00%$3,695100.00%$49,034100.00%
Operating income6,13113.52(28)(0.79)6,10312.45
Interest – net7731.58
Pre-tax earnings5,33010.87
Income tax provision1,3032.66
Net earnings$4,0278.21%
Six Months Ended
August 1, 2025
Retail Home ImprovementOtherConsolidated
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% Sales
Net sales$44,750100.00%$138100.00%$44,888100.00%
Operating income5,97113.34(7)(5.61)5,96413.29
Interest – net6501.45
Pre-tax earnings5,31411.84
Income tax provision1,2762.84
Net earnings$4,0389.00%
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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 July 31, 2026 and August 1, 2025, the related condensed consolidated statements of earnings, comprehensive income, and shareholders’ deficit for the fiscal three-month and six-month periods ended July 31, 2026 and August 1, 2025, and cash flows for the fiscal six-month periods ended July 31, 2026 and August 1, 2025, 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 30, 2026, 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 23, 2026, 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 30, 2026, 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

August 27, 2026

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