LOWES COMPANIES INC0000060667false00000606672023-11-212023-11-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2023
lowesgraphicimage01.jpg
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina1-789856-0578072
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 per shareLOWNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐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.



Item 2.02    Results of Operations and Financial Condition.

On November 21, 2023, Lowe’s Companies, Inc. (the “Company”) issued a press release and related infographic, furnished as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing the Company’s financial results for its third quarter ended November 3, 2023.

The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LOWE’S COMPANIES, INC.
Date: November 21, 2023
By:/s/ Dan C. Griggs, Jr.
Name:Dan C. Griggs, Jr.
Title:Senior Vice President, Tax and Chief Accounting Officer



Exhibit 99.1
lowesgraphicimage01.jpg
November 21, 2023
For 6:00 a.m. ET Release

LOWE’S REPORTS THIRD QUARTER 2023 SALES AND EARNINGS RESULTS
— Comparable Sales Decreased 7.4%; Diluted EPS of $3.06—
— Updates Full Year 2023 Outlook —

MOORESVILLE, N.C., Nov. 21, 2023 – Lowe’s Companies, Inc. (NYSE: LOW) today reported net earnings of $1.8 billion and diluted earnings per share (EPS) of $3.06 for the quarter ended Nov. 3, 2023, compared to diluted EPS of $0.25 in the third quarter of 2022, which included a pre-tax long-lived asset impairment of $2.1 billion related to its Canadian retail business. Excluding the impairment charge in the prior year, third quarter 2022 adjusted diluted EPS1 was $3.27.

Total sales for the quarter were $20.5 billion2. Comparable sales decreased 7.4%3 due to a decline in DIY discretionary spending, partially offset by positive Pro customer comp sales.

“In the third quarter, the company delivered strong operating performance and improved customer service despite a greater-than-expected pullback in DIY discretionary spending, particularly in bigger ticket categories. Given our 75% DIY mix, the DIY pressure disproportionately impacted our third quarter comp performance. At the same time, our investments in Pro continue to resonate, resulting in positive Pro comps again this quarter,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “As we look ahead, Lowe’s is committed to offering value and convenience this holiday season, helping our customers save time and money. I’d like to extend my appreciation to our hardworking front-line associates who continue to elevate the customer experience.”

During the quarter, Lowe's opened one store and three Lowe’s Outlet stores. As of Nov. 3, 2023, Lowe's operated 1,746 stores representing 194.9 million square feet of retail selling space.

Capital Allocation
The company continues to execute a disciplined capital allocation program to deliver long-term, sustainable shareholder value. During the quarter, the company repurchased approximately 7.3 million shares for $1.6 billion, and it paid $642 million in dividends.
















1 Adjusted diluted earnings per share is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures Reconciliation” section of this release for additional information, as well as reconciliations between the Company’s GAAP and non-GAAP financial results.
2    Total third quarter sales includes an approximately $115 million headwind related to a timing shift in our fiscal calendar as we cycle over a 53-week year.
3 Comparable sales are based on comparison to weeks 28-40 in 2022.



Lowe’s Business Outlook

Based on lower-than-expected DIY sales, the company is updating its outlook for the operating results of full year 2023.

Adjusted operating income, adjusted operating margin, adjusted effective income tax and adjusted diluted EPS are non-GAAP financial measures that exclude the impact and timing of the gain associated with the 2022 sale of the Canadian retail business, recorded in the first quarter. The company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items (which may be significant) without unreasonable effort, including timing of adjustments associated with the sale of our Canadian retail business.

Full Year 2023 Outlook – a 52-week year (comparisons to full year 2022 – a 53-week year)
•Total sales of approximately $86 billion (previously $87 – $89 billion)
•Comparable sales expected to be down approximately -5% as compared to prior year (previously down -2% to -4%)
•Adjusted operating income as a percentage of sales (adjusted operating margin) of approximately 13.3% (previously 13.4% to 13.6%)
•Interest expense of approximately $1.4 billion (previously $1.5 billion)
•Adjusted effective income tax rate of approximately 25%
•Adjusted diluted earnings per share of approximately $13.00 (previously $13.20 to $13.60)
•Capital expenditures of up to $2 billion

A conference call to discuss third quarter 2023 operating results is scheduled for today, Tuesday, Nov. 21, at 9 a.m. ET. The conference call will be available by webcast and can be accessed by visiting Lowe’s website at ir.lowes.com and clicking on Lowe’s Third Quarter 2023 Earnings Conference Call Webcast. Supplemental slides will be available approximately 15 minutes prior to the start of the conference call. A replay of the call will be archived at ir.lowes.com.

Lowe’s Companies, Inc.

Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 17 million customer transactions a week in the U.S. With total fiscal year 2022 sales of over $97 billion, approximately $92 billion of sales were generated in the U.S., where Lowe's operates over 1,700 home improvement stores and employs approximately 300,000 associates. Based in Mooresville, N.C., Lowe’s supports the communities it serves through programs focused on creating safe, affordable housing and helping to develop the next generation of skilled trade experts. For more information, visit Lowes.com.


















Disclosure Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental, social, and governance matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services, share repurchases, Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe's and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, interest rate and currency fluctuations, home price appreciation or decreasing housing turnover, age of housing stock, the availability of consumer credit and of mortgage financing, trade policy changes or additional tariffs, outbreaks of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, armed conflicts, acts of both domestic and international terrorism, and other factors that can negatively affect our customers.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

LOW-IR
    
###

Contacts:Shareholder/Analyst Inquiries:Media Inquiries:
Kate PearlmanSteve Salazar
704-775-3856steve.j.salazar@lowes.com
kate.pearlman@lowes.com






Lowe’s Companies, Inc.
Consolidated Statements of Current Earnings and Accumulated Deficit (Unaudited)
In Millions, Except Per Share and Percentage Data
Three Months EndedNine Months Ended
November 3, 2023October 28, 2022November 3, 2023October 28, 2022
Current EarningsAmount% SalesAmount% SalesAmount% SalesAmount% Sales
Net sales$20,471 100.00 $23,479 100.00 $67,775 100.00 $74,614 100.00 
Cost of sales13,580 66.34 15,661 66.70 44,958 66.33 49,614 66.49 
Gross margin6,891 33.66 7,818 33.30 22,817 33.67 25,000 33.51 
Expenses:
Selling, general and administrative3,761 18.37 6,443 27.45 11,673 17.23 15,200 20.38 
Depreciation and amortization434 2.12 451 1.92 1,275 1.88 1,345 1.80 
Operating income2,696 13.17 924 3.93 9,869 14.56 8,455 11.33 
Interest – net345 1.68 295 1.25 1,033 1.52 802 1.07 
Pre-tax earnings2,351 11.49 629 2.68 8,836 13.04 7,653 10.26 
Income tax provision 578 2.83 475 2.02 2,130 3.14 2,174 2.92 
Net earnings$1,773 8.66 $154 0.66 $6,706 9.90 $5,479 7.34 
Weighted average common shares outstanding – basic
576 618 585 638 
Basic earnings per common share (1)
$3.07 $0.25 $11.43 $8.56 
Weighted average common shares outstanding – diluted
577 620 587 640 
Diluted earnings per common share (1)
$3.06 $0.25 $11.40 $8.53 
Cash dividends per share
$1.10 $1.05 $3.25 $2.90 
Accumulated Deficit
Balance at beginning of period$(15,341)$(8,895)$(14,862)$(5,115)
Net earnings1,773 154 6,706 5,479 
Cash dividends declared(633)(643)(1,898)(1,833)
Share repurchases(1,543)(3,929)(5,690)(11,844)
Balance at end of period$(15,744)$(13,313)$(15,744)$(13,313)
(1)    Under the two-class method, earnings per share is calculated using net earnings allocable to common shares, which is derived by reducing net earnings by the earnings allocable to participating securities. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $1,769 million for the three months ended November 3, 2023, and $152 million for the three months ended October 28, 2022. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $6,688 million for the nine months ended November 3, 2023, and $5,462 million for the nine months ended October 28, 2022.

Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
In Millions, Except Percentage Data
 Three Months EndedNine Months Ended
 November 3, 2023October 28, 2022November 3, 2023October 28, 2022
 Amount% SalesAmount% SalesAmount% SalesAmount% Sales
Net earnings$1,773 8.66 $154 0.66 $6,706 9.90 $5,479 7.34 
Foreign currency translation adjustments – net of tax
— — (168)(0.72)5 0.01 (173)(0.23)
Cash flow hedges – net of tax(4)(0.01)170 0.72 (10)(0.02)352 0.47 
Other
— — 1 — — — (3)— 
Other comprehensive (loss)/income(4)(0.01)3 — (5)(0.01)176 0.24 
Comprehensive income$1,769 8.65 $157 0.66 $6,701 9.89 $5,655 7.58 




Lowe’s Companies, Inc.
Consolidated Balance Sheets (Unaudited)
In Millions, Except Par Value Data
November 3, 2023October 28, 2022
Assets
Current assets:
Cash and cash equivalents$1,210 $3,192 
Short-term investments 321 464 
Merchandise inventory – net17,530 19,817 
Other current assets907 1,518 
Total current assets19,968 24,991 
Property, less accumulated depreciation17,527 17,275 
Operating lease right-of-use assets3,647 3,512 
Long-term investments 238 63 
Deferred income taxes – net280 301 
Other assets859 831 
Total assets$42,519 $46,973 
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt$544 $609 
Current operating lease liabilities533 651 
Accounts payable9,914 12,249 
Accrued compensation and employee benefits 750 1,405 
Deferred revenue1,499 1,736 
Income taxes payable121 913 
Other current liabilities3,135 3,313 
Total current liabilities16,496 20,876 
Long-term debt, excluding current maturities 35,374 32,904 
Noncurrent operating lease liabilities3,602 4,048 
Deferred revenue – Lowe's protection plans1,228 1,184 
Other liabilities 966 829 
Total liabilities57,666 59,841 
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 – 575 million and 611 million, respectively288 305 
Capital in excess of par value7 — 
Accumulated deficit(15,744)(13,313)
Accumulated other comprehensive income302 140 
Total shareholders' deficit(15,147)(12,868)
Total liabilities and shareholders' deficit$42,519 $46,973 
  




Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
Nine Months Ended
November 3, 2023October 28, 2022
Cash flows from operating activities:
Net earnings$6,706 $5,479 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization1,427 1,509 
Noncash lease expense370 403 
Deferred income taxes(27)(252)
Asset impairment and loss on property – net50 2,113 
Gain on sale of business(79)— 
Share-based payment expense160 165 
Changes in operating assets and liabilities:
Merchandise inventory – net1,002 (2,308)
Other operating assets236 20 
Accounts payable (610)921 
Deferred revenue(77)(117)
Other operating liabilities(2,126)205 
Net cash provided by operating activities7,032 8,138 
Cash flows from investing activities:
Purchases of investments(1,283)(659)
Proceeds from sale/maturity of investments1,215 597 
Capital expenditures(1,344)(1,090)
Proceeds from sale of property and other long-term assets29 37 
Proceeds from sale of business100 — 
Other – net(23)— 
Net cash used in investing activities(1,306)(1,115)
Cash flows from financing activities:  
Net change in commercial paper(499)— 
Net proceeds from issuance of debt2,983 9,667 
Repayment of debt(576)(831)
Proceeds from issuance of common stock under share-based payment plans79 86 
Cash dividend payments(1,899)(1,727)
Repurchases of common stock(5,937)(12,127)
Other – net(15)— 
Net cash used in financing activities(5,864)(4,932)
Effect of exchange rate changes on cash— (32)
Net (decrease)/increase in cash and cash equivalents(138)2,059 
Cash and cash equivalents, beginning of period1,348 1,133 
Cash and cash equivalents, end of period$1,210 $3,192 



Lowe’s Companies, Inc.
Non-GAAP Financial Measure Reconciliation (Unaudited)

To provide additional transparency, the Company has presented a comparison to the non-GAAP financial measure of adjusted diluted earnings per share for the three months ended October 28, 2022. This measure excludes the impact of a certain item, further described below, not contemplated in Lowe’s Business Outlook to assist analysts and investors in understanding the comparison of operational performance for the third quarter of fiscal 2022.

Fiscal 2022 Impacts
During fiscal 2022, the Company recognized financial impacts from the following, not contemplated in the Company's Business Outlook for fiscal 2022:

•In the third quarter of fiscal 2022, the Company recognized a pre-tax $2.1 billion long-lived asset impairment of the Canadian retail business (Canadian retail business transaction).

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

A reconciliation between the Company’s GAAP and non-GAAP financial results is shown below and available on the Company’s website at ir.lowes.com.

Three Months Ended
October 28, 2022
Pre-Tax Earnings
Tax1
Net Earnings
Diluted earnings per share, as reported$0.25 
Non-GAAP adjustments – per share impacts
Canadian retail business transaction3.32 (0.30)3.02 
Adjusted diluted earnings per share$3.27 
1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

Financial Highlights Comparable Sales Summary Product Category Performance Comp above company average in 7 of 14 product categories “ Lowe’s delivered strong operating performance and improved customer service despite a greater- than-expected pullback in DIY. At the same time, our investments in Pro continue to resonate, resulting in positive Pro comps again this quarter.” – Marvin R. Ellison, Chairman & CEO Q3 2023 RESULTS -6.3% -8.3% -7.3% +4.0% +3.4% +1.4% AUG SEPT OCT 2023 2022 U.S. Monthly Comp Performance Comp Sales by Ticket Size Enhanced brand assortment with a new strategic partnership with The Toro Company TOOLS BUILDING MATERIALS -7.4% COMP SALES HARDWARE Note: Comparable sales are calculated based on comparison to weeks 28-40 in fiscal 2022. 1. Adjusted Operating Margin and Adjusted Diluted EPS are non-GAAP financial measures. Refer to ir.lowes.com for a reconciliation of non-GAAP measures. LAWN & GARDEN MILLWORK PAINT ROUGH PLUMBING We returned $2.2 BILLION to our shareholders through dividends and share repurchases 33.7% GROSS MARGIN +36 basis points $3.06 DILUTED EPS +1,124% vs. LY -6% vs LY Adjusted Diluted EPS1 7 of 15 Regions Delivered Comp Growth Above Company Average Launched omnichannel selling within our stores, making our endless aisle on Lowes.com available in-store Positive Pro comp sales as investments in Pro brands, inventory depth, and multiple other Pro initiatives continue to resonate 13.2% OPERATING MARGIN +924 basis points vs. LY +46 basis points vs. LY Adjusted Operating Margin1 Q3 Total Home Strategy Updates COMP TRANSACTIONS COMP $101.49 AVERAGE TICKET ONLINE SALES DECLINE - 6.9% - 0.5% - 4.0% -5.7% -7.6% -9.8%>$500 $100-$500 <$100 Exhibit 99.2

 
Total Home Strategy Providing a full complement of products and services for Pros and Consumers alike, enabling a Total Home solution for every need in the home Market Share Acceleration Drive Pro penetration Accelerate online business Expand installation services Drive localization Elevate assortment

 
Q3 2023 Reconciliation of Non-GAAP Measures Management of Lowe's Companies, Inc. (the Company) uses certain non-GAAP financial measures to provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. These non-GAAP financial measures should not be considered alternatives to, or more meaningful indicators of, the Company's financial measures as prepared in accordance with GAAP. The Company's methods of determining these non-GAAP financial measures may differ from the methods used by other companies and may not be comparable. The Company has provided the following non-GAAP financial measures to assist the user in comparing its operating performance to the three months ended October 28, 2022: adjusted operating income, adjusted operating margin, and adjusted diluted earnings per share. These measures exclude the impacts of a certain item, further described below, not contemplated in Lowe's Business Outlook. Fiscal 2022 Impacts During fiscal 2022, the Company recognized financial impacts from the following, not contemplated in the Company's Business Outlook for fiscal 2022: • In the third quarter of fiscal 2022, the Company recognized a pre-tax $2.1 billion long-lived asset impairment of the Canadian retail business (Canadian retail business transaction). The following provides a reconciliation of the Company's non-GAAP financial measures to the most directly comparable GAAP financial measures: Three Months Ended Adjusted Operating Income (in millions, except percentage data) October 28, 2022 Operating Income, As Reported $ 924 Canadian retail business transaction 2,061 Adjusted Operating Income $ 2,985 Operating Margin, % of Sales, As Reported 3.95 % Adjusted Operating Margin, % of Sales 12.71 % Three Months Ended October 28, 2022 Adjusted Diluted Earnings Per Share Pre-Tax Earnings Tax 1 Net Earnings Diluted Earnings Per Share, As Reported $ 0.25 Canadian retail business transaction 3.32 (0.30) 3.02 Adjusted Diluted Earnings Per Share $ 3.27 1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

 
v3.23.3
Cover Page
Nov. 21, 2023
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name LOWES COMPANIES INC
Entity Incorporation, State or Country Code NC
Entity File Number 1-7898
Entity Tax Identification Number 56-0578072
Entity Address, Address Line One 1000 Lowes Blvd.
Entity Address, City or Town Mooresville
Entity Address, State or Province NC
City Area Code 704
Entity Address, Postal Zip Code 28117
Local Phone Number 758-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.50 per share
Trading Symbol LOW
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000060667
Amendment Flag false
Document Period End Date Nov. 21, 2023
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