8-K

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): December 7, 2022

LOWE’S COMPANIES, INC.

(Exact name of registrant as specified in its charter)

North Carolina	1-7898	56-0578072
(State or other jurisdiction<br>of incorporation)	(Commission File<br>Number)	(IRS Employer<br> 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 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 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 7.01    Regulation FD Disclosure.

On December 7, 2022, Lowe’s Companies, Inc. (the “Company”) issued a press release in connection with its 2022 Analyst and Investor Conference, affirming its full year 2022 financial outlook as previously released. In its press release, the Company also announced that the Board of Directors authorized a new $15 billion share repurchase program, pursuant to which the Company may, from time to time, purchase shares of its common stock. This new repurchase program has no expiration date and adds to the previous program’s balance, which was $6.4 billion as of December 6, 2022. The Company now has total share repurchase authorization of approximately $21 billion. Subject to market conditions, share repurchases may be executed through open market transactions or through private off-market transactions in compliance with the requirements of the Securities and Exchange Commission. The Company’s repurchase program may be suspended, discontinued or resumed at any time.

During the 2022 Analyst and Investor Conference, the Company will provide scenario planning details for its full year 2023 financial performance. A replay of the 2022 Analyst and Investor Conference, including the accompanying presentation, will be archived on ir.lowes.com. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated by reference into this Item 7.01.

This information, including Exhibit 99.1, is being furnished and shall not be deemed “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 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 such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated December7, 2022,affirming full year2022exhibit991-12072022.htmfinancialoutlookexhibit991-12072022.htmand announcing new share repurchase program.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: December 7, 2022	LOWE’S COMPANIES, INC.
	By:	/s/ Dan C. Griggs, Jr.
	Name:	Dan C. Griggs, Jr.
	Title:	Senior Vice President, Tax and <br>Chief Accounting Officer

Document

Exhibit 99.1

December 7, 2022

For 6:00 am ET Release

Lowe’s Outlines Next Chapter of Total Home Strategy to Fuel Long-Term Growth

--Updates Long-Term Financial Targets--

--Announces New $15 Billion Share Repurchase Program--

MOORESVILLE, N.C. -- Lowe’s Companies, Inc. (NYSE: LOW) is hosting its 2022 Analyst and Investor Conference today in New York City to provide an update on its key growth initiatives and long-term financial targets. A live video webcast will be available on ir.lowes.com beginning at 8 a.m. Eastern time.

“We are building on our momentum with the next chapter of our Total Home strategy, designed to enhance our omnichannel capabilities and position Lowe’s as a one-stop shop for DIY and Pro customers to get everything they need across all of their projects,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “We remain committed to our best-in-class capital allocation strategy, centered around investing in our strategic growth imperatives, enhancing returns and delivering long-term shareholder value.”

Today’s presentations include the company’s plans for growth across its five focus areas: deepening Pro penetration, accelerating its online business, expanding installation services, driving localization and elevating its product assortment. Additionally, the company is providing scenario planning details for its 2023 financial performance to offer increased transparency in an uncertain macroeconomic environment.

Based on its confidence in the company’s continued momentum and strong cash generation capabilities, the board of directors has authorized a new $15 billion common stock repurchase program. This new repurchase program has no expiration date and adds to the previous program’s balance, which was $6.4 billion as of Dec. 6, 2022.

Lowe’s Business Outlook

Lowe’s affirms its full year 2022 financial outlook. All adjusted measures exclude asset impairment and expected transaction costs associated with the sale of our Canadian retail business, which is expected to close in early 2023.

Full Year 2022 Outlook -- a 53-week year (comparisons to full year 2021 – a 52-week year)

•Total sales of approximately $97 to $98 billion, including the 53rd week

•53rd week expected to increase total sales by approximately $1.0 to $1.5 billion

•Comparable sales expected to be flat to down -1% as compared to prior year

•Gross margin rate up slightly compared to prior year

•Depreciation and amortization of approximately $1.75 billion

•Adjusted operating income1 as a percentage of sales (adjusted operating margin1) of 13.0%

•Interest expense of $1.1 to $1.2 billion

•Adjusted effective income tax rate1 of approximately 25%

•Adjusted diluted earnings per share1 of $13.65 to $13.80

•Total share repurchases of approximately $13 billion

•Adjusted ROIC1 of over 37%

•Capital expenditures of up to $2 billion

The Canadian retail business represents less than 6% of consolidated full year 2022 sales outlook and approximately 60 basis points of dilution on the consolidated full year 2022 adjusted operating margin outlook.

A replay of today’s event, including the accompanying presentation, will be archived on ir.lowes.com.

Lowe’s Companies, Inc.

Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 19 million customer transactions a week in the United States and Canada. With fiscal year 2021 sales of over $96 billion, Lowe’s and its related businesses operate or service nearly 2,200 home improvement and hardware stores and employ over 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.

1 Adjusted operating income, adjusted operating margin, adjusted effective income tax rate, and adjusted diluted earnings per share are non-GAAP financial measures. In addition, adjusted Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. 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 without unreasonable effort, including timing of and deal-related transaction costs associated with the sale of our Canadian retail business.

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, 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, the risk that asset impairment and deal-related transaction costs on the divestiture of the Canadian retail business could ultimately be greater than what we currently expect, 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, 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.

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