SEC Form 10-Q filed by Lowe's Companies Inc.

11/26/25 4:34:01 PM ET

$LOW

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 1-7898

LOWE’S COMPANIES, INC.

(Exact name of registrant as specified in its charter)


North Carolina						56-0578072
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1000 Lowes Blvd., Mooresville, NC						28117
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code:						(704) 758-1000

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.50 per share	LOW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


CLASS						OUTSTANDING AT 11/24/2025
Common Stock, $0.50 par value						560,951,457

LOWE’S COMPANIES, INC.

- TABLE OF CONTENTS -


			Page No.
Forward-Looking Statements			ii
PART I - Financial Information			1
	Item 1.	Financial Statements	1
		Consolidated Statements of Earnings	1
		Consolidated Statements of Comprehensive Income	1
		Consolidated Balance Sheets	2
		Consolidated Statements of Shareholders’ Deficit	3
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	6
		Note 1: Summary of Significant Accounting Policies	6
		Note 2: Acquisition	6
		Note 3: Revenue	8
		Note 4: Restricted Investments	9
		Note 5: Fair Value Measurements	9
		Note 6: Accounts Payable	11
		Note 7: Debt	11
		Note 8: Derivative Instruments	12
		Note 9: Shareholders’ Deficit	12
		Note 10: Earnings Per Share	13

		Note 11: Supplemental Disclosure	14
		Note 12: Segment Information	14

		Report of Independent Registered Public Accounting Firm	16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
	Item 4.	Controls and Procedures	24
PART II - Other Information			25
	Item 1.	Legal Proceedings	25
	Item 1A.	Risk Factors	25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
	Item 5.	Other Information	25
	Item 6.	Exhibits	26
		Signature	28


i


	Three Months Ended								Nine Months Ended
	October 31, 2025				November 1, 2024				October 31, 2025				November 1, 2024
Current Earnings	Amount		% Sales		Amount		% Sales		Amount		% Sales		Amount		% Sales
Net sales	$	20,813	100.00	%	$	20,170	100.00	%	$	65,701	100.00	%	$	65,120	100.00	%
Cost of sales	13,697		65.81		13,374		66.31		43,497		66.20		43,340		66.55
Gross margin	7,116		34.19		6,796		33.69		22,204		33.80		21,780		33.45
Expenses:
Selling, general and administrative	4,160		19.99		3,827		18.97		12,381		18.85		11,860		18.22
Depreciation and amortization	475		2.28		433		2.15		1,378		2.10		1,284		1.97
Operating income	2,481		11.92		2,536		12.57		8,445		12.85		8,636		13.26
Interest – net	352		1.69		317		1.57		1,002		1.52		985		1.51

Pre-tax earnings	2,129		10.23		2,219		11.00		7,443		11.33		7,651		11.75
Income tax provision	513		2.46		524		2.59		1,789		2.72		1,818		2.79
Net earnings	$	1,616	7.77%		$	1,695	8.41%		$	5,654	8.61	%	$	5,833	8.96	%


Weighted average common shares outstanding – basic	559				565				559				568
Basic earnings per common share	$	2.88			$	2.99			$	10.09			$	10.24
Weighted average common shares outstanding – diluted	560				566				560				569
Diluted earnings per common share	$	2.88			$	2.99			$	10.07			$	10.22


	October 31, 2025		November 1, 2024		January 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	621	$	3,271	$	1,761
Short-term investments	412		335		372
Receivables - net	1,216		108		94
Merchandise inventory - net	17,183		17,566		17,409
Other current assets	788		697		722
Total current assets	20,220		21,977		20,358
Property, less accumulated depreciation	18,309		17,586		17,649
Operating lease right-of-use assets	4,345		3,771		3,738
Long-term investments	280		312		277
Deferred income taxes - net	—		261		244
Intangible assets - net	5,994		281		277
Goodwill	3,982		311		311
Other assets	323		244		248
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 liabilities	691		497		563
Accounts payable	10,236		10,602		9,290
Accrued compensation and employee benefits	1,023		828		1,008
Deferred revenue	1,537		1,359		1,358
Other current liabilities	3,527		3,585		3,952
Total current liabilities	19,451		19,447		18,757
Long-term debt, excluding current maturities	37,498		32,906		32,901
Noncurrent operating lease liabilities	4,070		3,741		3,628
Deferred income taxes - net	808		—		—
Deferred revenue - Lowe's protection plans	1,273		1,260		1,268
Other liabilities	735		808		779
Total liabilities	63,835		58,162		57,333

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, respectively	280		282		280
Capital in excess of par value	228		—		—
Accumulated deficit	(11,165)		(13,993)		(14,799)
Accumulated other comprehensive income	275		292		288
Total shareholders' deficit	(10,382)		(13,419)		(14,231)
Total liabilities and shareholders' deficit	$	53,453	$	44,743	$	43,102


	Three Months Ended October 31, 2025
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance August 1, 2025	561	$	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, 2025	561	$	280	$	228	$	(11,165)	$	275	$	(10,382)

	Nine Months Ended October 31, 2025
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance January 31, 2025	560	$	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 plans	1	1		81		—		—		82
Other	—	—		20		—		—		20
Balance October 31, 2025	561	$	280	$	228	$	(11,165)	$	275	$	(10,382)


	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 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, 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)


	ADG		FBM
(In millions)	June 2, 2025		October 9, 2025
Allocation:
Cash acquired	$	2	$	71
Receivables	208		913
Merchandise inventory	106		484
Other current assets	22		77
Property	36		513
Operating lease right-of-use assets	137		471
Goodwill	382		3,289
Intangible assets	714		5,041
Other assets	34		16
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


(In millions)	Classification	October 31, 2025		November 1, 2024		January 31, 2025
Anticipated sales returns	Other current liabilities	$	207	$	212	$	167
Right of return assets	Other current assets	122		123		99


			Fair Value Measurements at
(In millions)	Classification	Measurement Level	October 31, 2025		November 1, 2024		January 31, 2025
Available-for-sale debt securities:
U.S. Treasury securities	Short-term investments	Level 1	$	210	$	184	$	199
Money market funds	Short-term investments	Level 1	76		71		91
Commercial paper	Short-term investments	Level 2	52		47		49
Certificates of deposit	Short-term investments	Level 1	29		13		13
Foreign government debt securities	Short-term investments	Level 2	25		—		4
Corporate debt securities	Short-term investments	Level 2	18		20		16

Municipal obligations	Short-term investments	Level 2	2		—		—
U.S. Treasury securities	Long-term investments	Level 1	151		194		150
Corporate debt securities	Long-term investments	Level 2	106		74		88
Foreign government debt securities	Long-term investments	Level 2	16		41		37
Municipal obligations	Long-term investments	Level 2	7		3		2



Derivative instruments:




Fixed-to-floating interest rate swaps	Other current liabilities	Level 2	$	—	$	11	$	11
Fixed-to-floating interest rate swaps	Other liabilities	Level 2	25		46		35


Principal Amount (in millions)		Maturity Date	Interest Rate	Discount (in millions)
$	650	October 2027	3.950%	$	2
$	750	October 2028	4.000%	$	3
$	1,100	March 2031	4.250%	$	6
$	1,300	October 2032	4.500%	$	8
$	1,200	October 2035	4.850%	$	8


	Three Months Ended				Nine Months Ended
(In millions, except per share data)	October 31, 2025		November 1, 2024		October 31, 2025		November 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 outstanding	559		565		559		568
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 outstanding	559		565		559		568
Dilutive effect of non-participating share-based awards	1		1		1		1
Weighted-average common shares, as adjusted	560		566		560		569
Diluted earnings per common share	$	2.88	$	2.99	$	10.07	$	10.22

Anti-dilutive securities excluded from diluted weighted-average common shares	0.3		0.1		0.2		0.2


	Three Months Ended				Basis Point Increase/(Decrease) in Percentage of Net Sales	Nine Months Ended				Basis Point Increase/(Decrease) in Percentage of Net Sales
	October 31, 2025		November 1, 2024			October 31, 2025		November 1, 2024
Net sales	100.00	%	100.00	%	N/A	100.00	%	100.00	%	N/A
Gross margin	34.19		33.69		50	33.80		33.45		35
Expenses:
Selling, general and administrative	19.99		18.97		102	18.85		18.22		63
Depreciation and amortization	2.28		2.15		13	2.10		1.97		13
Operating income	11.92		12.57		(65)	12.85		13.26		(41)
Interest – net	1.69		1.57		12	1.52		1.51		1

Pre-tax earnings	10.23		11.00		(77)	11.33		11.75		(42)
Income tax provision	2.46		2.59		(13)	2.72		2.79		(7)
Net earnings	7.77	%	8.41	%	(64)	8.61	%	8.96	%	(35)


	Three Months Ended								Nine Months Ended
	October 31, 2025				November 1, 2024				October 31, 2025				November 1, 2024
(In millions)	Net Sales		%		Net Sales		%		Net Sales		%		Net Sales		%
Home Décor1	$	7,802	37.5	%	$	7,565	37.5	%	$	23,729	36.1	%	$	23,421	36.0	%
Building Products2	6,875		33.0		6,726		33.3		20,508		31.2		20,452		31.4
Hardlines3	5,116		24.6		5,306		26.3		19,324		29.4		19,639		30.2
Other	1,020		4.9		573		2.9		2,140		3.3		1,608		2.4
Total	$	20,813	100.0	%	$	20,170	100.0	%	$	65,701	100.0	%	$	65,120	100.0	%


	Three Months Ended				Nine Months Ended
Other Metrics	October 31, 2025		November 1, 2024		October 31, 2025		November 1, 2024
Comparable sales increase/(decrease) 1	0.4	%	(1.1)	%	(0.1)	%	(3.6)	%
Customer transactions (in millions) 2,3	187		192		608		626
Average ticket 3	108.78		104.78		107.12		104.06
At end of period:
Number of stores	1,756		1,747
Sales floor square feet (in millions)	196		195
Average store size selling square feet (in thousands) 4	111		112
Net earnings to average debt and shareholders’ deficit	22.4	%	26.8	%
Return on invested capital 5	26.1	%	31.2	%


	For the Periods Ended
(In millions, except percentage data)	October 31, 2025			November 1, 2024
Calculation of Return on Invested Capital
Numerator
Net Earnings	$	6,779		$	6,853
Plus:
Interest expense – net	1,331			1,333

Operating lease interest	177			172
Provision for income taxes	2,165			2,137
Lease adjusted net operating profit	10,452			10,495
Less:
Income tax adjustment1	2,530			2,495
Lease adjusted net operating profit after tax	$	7,922		$	8,000

Denominator
Average debt and shareholders’ deficit2	$	30,307		$	25,603
Net earnings to average debt and shareholders’ deficit	22.4		%	26.8		%
Return on invested capital	26.1		%	31.2		%


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


	Total Number of Shares Purchased1	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs2, 3
August 2, 2025 - August 29, 2025	91	$	241.23	—	$	10,786,142,988
August 30, 2025 - October 3, 2025	7,182	271.26		—	10,786,142,988
October 4, 2025 - October 31, 2025	1,055	241.78		—	10,786,142,988
As of October 31, 2025	8,328	$	267.20	—	$	10,786,142,988


Exhibit Number		Incorporated by Reference
	Exhibit Description	Form	File No.	Exhibit	Filing Date

3.1	Restated Charter of Lowe’s Companies, Inc.	10-Q	001-07898	3.1	September 1, 2009

3.2	Bylaws of Lowe’s Companies, Inc., as amended and restated November 11, 2022.	8-K	001-07898	3.1	November 16, 2022

4.1	Twenty-Third Supplemental Indenture, dated as of September 30, 2025, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee).	8-K	001-07898	4.2	September 30, 2025

10.1	Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent, co-administrative agent, swing line lender and letter of credit issuer, Wells Fargo Bank, National Association, as co-administrative agent and letter of credit issuer, U.S. Bank National Association, as syndication agent and L/C issuer, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.	8-K	001-07898	10.1	September 19, 2025

10.2	Term Loan Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, the lenders party thereto.	8-K	001-07898	10.2	September 19, 2025

10.3	364-Day Revolving Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent and co-administrative agent, Wells Fargo Bank, National Association, as co-administrative agent, U.S. Bank National Association, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.	8-K	001-07898	10.3	September 19, 2025

10.4	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of September 16, 2025, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto.	8-K	001-07898	10.4	September 19, 2025



15.1	Deloitte & Touche LLP Letter re Unaudited Interim Financial Information.‡

31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†



101.INS	Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡


						LOWE’S COMPANIES, INC.
						(Registrant)

November 26, 2025						By: /s/ Dan C. Griggs, Jr.
Date						Dan C. Griggs, Jr. Senior Vice President, Tax and Chief Accounting Officer

Date	Price Target	Rating	Analyst
11/20/2025	$305.00 → $285.00	Outperform	Telsey Advisory Group
4/25/2025	$266.00	Sector Weight → Overweight	KeyBanc Capital Markets
11/8/2024	$275.00 → $305.00	Market Perform → Outperform	Telsey Advisory Group
10/22/2024	$323.00	Outperform	Bernstein
10/9/2024	$250.00 → $300.00	Hold → Buy	Loop Capital
10/2/2024	$230.00 → $275.00	Market Perform	Telsey Advisory Group
9/24/2024	$230.00 → $305.00	Perform → Outperform	Oppenheimer
4/3/2024	$245.00	Accumulate → Hold	Gordon Haskett

SEC Form 10-Q filed by Lowe's Companies Inc.

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