
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code | ||||||||
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)) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description | |
LOWE’S COMPANIES, INC. | |||
Date: February 26, 2020 | By: | /s/ David M. Denton | |
David M. Denton Executive Vice President, Chief Financial Officer | |||

Lowe’s Business Outlook |
• | Total sales growth of approximately 2.5 to 3.0 percent. |
• | Comparable sales growth of approximately 3.0 to 3.5 percent. |
• | Operating income growth of approximately 12 to 16 percent. |
• | Adjusted operating income1 growth of approximately 8 to 12 percent. |
• | Operating income as a percentage of sales (operating margin) increase of approximately 80 to 100 basis points. |
• | Adjusted operating income1 as a percentage of sales (adjusted operating margin1) increase of approximately 50 to 70 basis points. |
• | Effective income tax rate and adjusted effective income tax rate of approximately 24.5%. |
• | Target leverage ratio of 2.75x, therefore the Company expects to repurchase approximately $5 billion of stock. |
• | Diluted earnings per share of $6.38 to $6.58. |
• | Adjusted diluted earnings per share1 of $6.45 to $6.65. |
Disclosure Regarding Forward-Looking Statements |
Lowe’s Companies, Inc. |
Contacts: | Shareholders’/Analysts’ Inquiries: | Media Inquiries: | |
Heather Hollander | Jackie Pardini Hartzell | ||
704-758-3579 | 704-758-4317 | ||
Three Months Ended | Year Ended | ||||||||||||||||||||||||||
January 31, 2020 | February 1, 2019 | January 31, 2020 | February 1, 2019 | ||||||||||||||||||||||||
Current Earnings | Amount | % Sales | Amount | % Sales | Amount | % Sales | Amount | % Sales | |||||||||||||||||||
Net sales | $ | 16,027 | 100.00 | $ | 15,647 | 100.00 | $ | 72,148 | 100.00 | $ | 71,309 | 100.00 | |||||||||||||||
Cost of sales | 11,046 | 68.92 | 10,749 | 68.70 | 49,205 | 68.20 | 48,401 | 67.88 | |||||||||||||||||||
Gross margin | 4,981 | 31.08 | 4,898 | 31.30 | 22,943 | 31.80 | 22,908 | 32.12 | |||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||
Selling, general and administrative | 3,685 | 22.99 | 5,097 | 32.58 | 15,367 | 21.30 | 17,413 | 24.41 | |||||||||||||||||||
Depreciation and amortization | 338 | 2.11 | 368 | 2.35 | 1,262 | 1.75 | 1,477 | 2.07 | |||||||||||||||||||
Operating income/(loss) | 958 | 5.98 | (567 | ) | (3.63 | ) | 6,314 | 8.75 | 4,018 | 5.64 | |||||||||||||||||
Interest - net | 183 | 1.14 | 158 | 1.00 | 691 | 0.96 | 624 | 0.88 | |||||||||||||||||||
Pre-tax earnings/(loss) | 775 | 4.84 | (725 | ) | (4.63 | ) | 5,623 | 7.79 | 3,394 | 4.76 | |||||||||||||||||
Income tax provision | 266 | 1.66 | 99 | 0.64 | 1,342 | 1.86 | 1,080 | 1.52 | |||||||||||||||||||
Net earnings/(loss) | $ | 509 | 3.18 | $ | (824 | ) | (5.27 | ) | $ | 4,281 | 5.93 | $ | 2,314 | 3.24 | |||||||||||||
Weighted average common shares outstanding - basic | 763 | 801 | 777 | 811 | |||||||||||||||||||||||
Basic earnings/(loss) per common share (1) | $ | 0.67 | $ | (1.03 | ) | $ | 5.49 | $ | 2.84 | ||||||||||||||||||
Weighted average common shares outstanding - diluted | 764 | 801 | 778 | 812 | |||||||||||||||||||||||
Diluted earnings/(loss) per common share (1) | $ | 0.66 | $ | (1.03 | ) | $ | 5.49 | $ | 2.84 | ||||||||||||||||||
Cash dividends per share | $ | 0.55 | $ | 0.48 | $ | 2.13 | $ | 1.85 | |||||||||||||||||||
Retained Earnings | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 2,238 | $ | 5,156 | $ | 3,452 | $ | 5,425 | |||||||||||||||||||
Cumulative effect of accounting change | — | — | (263 | ) | 33 | ||||||||||||||||||||||
Net earnings/(loss) | 509 | (824 | ) | 4,281 | 2,314 | ||||||||||||||||||||||
Cash dividends declared | (420 | ) | (385 | ) | (1,653 | ) | (1,500 | ) | |||||||||||||||||||
Share repurchases | (600 | ) | (495 | ) | (4,090 | ) | (2,820 | ) | |||||||||||||||||||
Balance at end of period | $ | 1,727 | $ | 3,452 | $ | 1,727 | $ | 3,452 | |||||||||||||||||||
(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 $508 million for the three months ended January 31, 2020 and ($825) million for the three months ended February 1, 2019. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $4,268 million for the year ended January 31, 2020 and $2,307 million for the year ended February 1, 2019. |
Three Months Ended | Year Ended | ||||||||||||||||||||||||||
January 31, 2020 | February 1, 2019 | January 31, 2020 | February 1, 2019 | ||||||||||||||||||||||||
Amount | % Sales | Amount | % Sales | Amount | % Sales | Amount | % Sales | ||||||||||||||||||||
Net earnings/(loss) | $ | 509 | 3.18 | $ | (824 | ) | (5.27 | ) | $ | 4,281 | 5.93 | $ | 2,314 | 3.24 | |||||||||||||
Foreign currency translation adjustments - net of tax | 34 | 0.21 | (46 | ) | (0.27 | ) | 94 | 0.13 | (221 | ) | (0.30 | ) | |||||||||||||||
Other | (6 | ) | (0.04 | ) | 2 | — | (21 | ) | (0.03 | ) | 1 | — | |||||||||||||||
Other comprehensive income/(loss) | 28 | 0.17 | (44 | ) | (0.27 | ) | 73 | 0.10 | (220 | ) | (0.30 | ) | |||||||||||||||
Comprehensive income/(loss) | $ | 537 | 3.35 | $ | (868 | ) | (5.54 | ) | $ | 4,354 | 6.03 | $ | 2,094 | 2.94 | |||||||||||||
(Unaudited) | ||||||||||
January 31, 2020 | February 1, 2019 | |||||||||
Assets | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 716 | $ | 511 | ||||||
Short-term investments | 160 | 218 | ||||||||
Merchandise inventory - net | 13,179 | 12,561 | ||||||||
Other current assets | 1,263 | 938 | ||||||||
Total current assets | 15,318 | 14,228 | ||||||||
Property, less accumulated depreciation | 18,669 | 18,432 | ||||||||
Operating lease right-of-use assets | 3,891 | — | ||||||||
Long-term investments | 372 | 256 | ||||||||
Deferred income taxes - net | 216 | 294 | ||||||||
Goodwill | 303 | 303 | ||||||||
Other assets | 702 | 995 | ||||||||
Total assets | $ | 39,471 | $ | 34,508 | ||||||
Liabilities and shareholders' equity | ||||||||||
Current liabilities: | ||||||||||
Short-term borrowings | $ | 1,941 | $ | 722 | ||||||
Current maturities of long-term debt | 597 | 1,110 | ||||||||
Current operating lease liabilities | 501 | — | ||||||||
Accounts payable | 7,659 | 8,279 | ||||||||
Accrued compensation and employee benefits | 684 | 662 | ||||||||
Deferred revenue | 1,219 | 1,299 | ||||||||
Other current liabilities | 2,581 | 2,425 | ||||||||
Total current liabilities | 15,182 | 14,497 | ||||||||
Long-term debt, excluding current maturities | 16,768 | 14,391 | ||||||||
Noncurrent operating lease liabilities | 3,943 | — | ||||||||
Deferred revenue - extended protection plans | 894 | 827 | ||||||||
Other liabilities | 712 | 1,149 | ||||||||
Total liabilities | 37,499 | 30,864 | ||||||||
Shareholders' equity: | ||||||||||
Preferred stock - $5 par value, none issued | — | — | ||||||||
Common stock - $0.50 par value; | ||||||||||
Shares issued and outstanding | ||||||||||
January 31, 2020 | 763 | |||||||||
February 1, 2019 | 801 | 381 | 401 | |||||||
Capital in excess of par value | — | — | ||||||||
Retained earnings | 1,727 | 3,452 | ||||||||
Accumulated other comprehensive loss | (136 | ) | (209 | ) | ||||||
Total shareholders' equity | 1,972 | 3,644 | ||||||||
Total liabilities and shareholders' equity | $ | 39,471 | $ | 34,508 | ||||||
Year Ended | |||||||
January 31, 2020 | February 1, 2019 | ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 4,281 | $ | 2,314 | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||
Depreciation and amortization | 1,410 | 1,607 | |||||
Noncash lease expense | 468 | — | |||||
Deferred income taxes | 177 | (151 | ) | ||||
Loss on property and other assets - net | 117 | 630 | |||||
Impairment of goodwill | — | 952 | |||||
Loss on cost method and equity method investments | 12 | 9 | |||||
Share-based payment expense | 98 | 74 | |||||
Changes in operating assets and liabilities: | |||||||
Merchandise inventory - net | (600 | ) | (1,289 | ) | |||
Other operating assets | (376 | ) | (110 | ) | |||
Accounts payable | (637 | ) | 1,720 | ||||
Other operating liabilities | (654 | ) | 437 | ||||
Net cash provided by operating activities | 4,296 | 6,193 | |||||
Cash flows from investing activities: | |||||||
Purchases of investments | (743 | ) | (1,373 | ) | |||
Proceeds from sale/maturity of investments | 695 | 1,393 | |||||
Capital expenditures | (1,484 | ) | (1,174 | ) | |||
Proceeds from sale of property and other long-term assets | 163 | 76 | |||||
Other - net | — | (2 | ) | ||||
Net cash used in investing activities | (1,369 | ) | (1,080 | ) | |||
Cash flows from financing activities: | |||||||
Net change in commercial paper | 220 | (415 | ) | ||||
Net proceeds from issuance of debt | 3,972 | — | |||||
Repayment of long-term debt | (1,113 | ) | (326 | ) | |||
Proceeds from issuance of common stock under share-based payment plans | 118 | 114 | |||||
Cash dividend payments | (1,618 | ) | (1,455 | ) | |||
Repurchase of common stock | (4,313 | ) | (3,037 | ) | |||
Other - net | (1 | ) | (5 | ) | |||
Net cash used in financing activities | (2,735 | ) | (5,124 | ) | |||
Effect of exchange rate changes on cash | 1 | (12 | ) | ||||
Net increase/(decrease) in cash and cash equivalents, including cash classified within current assets held for sale | 193 | (23 | ) | ||||
Less: Net decrease/increase in cash classified within current assets held for sale | 12 | (54 | ) | ||||
Net increase/(decrease) in cash and cash equivalents | 205 | (77 | ) | ||||
Cash and cash equivalents, beginning of period | 511 | 588 | |||||
Cash and cash equivalents, end of period | $ | 716 | $ | 511 | |||
• | Prior to the beginning of fiscal 2019, the Company announced its intention to exit its Mexico retail operations and had planned to sell the operating business. However, in the first quarter of 2019, after an extensive market evaluation, the decision was made to instead sell the assets of the business. That decision resulted in an $82 million tax benefit in the first quarter, partially offset by $12 million in pre-tax operating losses associated with the exit and ongoing wind-down of Mexico retail operations. During the second quarter of fiscal 2019, the Company recognized pre-tax operating losses of $14 million. For the third quarter, pre-tax operating losses for the Mexico retail operations were insignificant. For the fourth quarter, pre-tax operating losses totaled $9 million. Total pre-tax operating costs and charges for fiscal year 2019 were $35 million (Mexico adjustments), and; |
• | During the third quarter of fiscal 2019, the Company began a strategic review of its Canadian operations, and as a result recognized pre-tax charges of $53 million associated with long-lived asset impairment. In addition, the Company announced on November 20, 2019, additional actions to improve future performance and profitability of its Canadian operations. In the fourth quarter, the Company recognized $176 million of pre-tax operating costs and charges related to inventory liquidation, accelerated depreciation and amortization, severance and other costs, as well as a net $26 million impact to income tax expense related to income tax valuation allowance. Total pre-tax operating costs and charges for fiscal year 2019 were $230 million (2019 Canada restructuring). |
• | During the fourth quarter of fiscal 2018, the Company recorded $952 million of goodwill impairment associated with its Canadian operations (Canadian goodwill impairment); |
• | On August 17, 2018, the Company committed to exit its Orchard Supply Hardware operations. As a result, the Company recognized pre-tax charges of $230 million during the second quarter of fiscal 2018 associated with long-lived asset impairments and discontinued projects. During the third quarter of fiscal 2018, the Company recognized pre-tax charges of $123 million associated with accelerated depreciation and amortization, severance and lease obligations. During the fourth quarter of fiscal 2018, the Company recognized additional pre-tax charges of $208 million primarily related to lease obligations. Total pre-tax charges for fiscal year 2018 were $561 million (Orchard Supply Hardware charges); |
• | On October 31, 2018, the Company committed to close 20 under-performing stores across the U.S. and 31 locations in Canada, including 27 under-performing stores. As a result, the Company recognized pre-tax charges of $121 million during the third quarter of fiscal 2018 associated with long-lived asset impairment and severance obligations. During the fourth quarter of fiscal 2018, the company recognized additional pre-tax charges of $150 million, primarily associated with severance and lease obligation costs, as well as accelerated depreciation. Total pre-tax charges for fiscal year 2018 were $271 million (U.S. and Canada store closure charges); |
• | On November 20, 2018, the Company announced its plans to exit retail operations in Mexico and is exploring strategic alternatives. During the third quarter, $22 million of long-lived asset impairment was recognized on certain assets in Mexico as a result of the strategic evaluation. During the fourth quarter, an additional $222 million of impairment was recognized. Total charges for fiscal year 2018 were $244 million (Mexico impairment charges); |
• | During the third quarter of fiscal 2018, the Company identified certain non-core activities within its U.S. home improvement business to exit, including Alacrity Renovation Services and Iris Smart Home. As a result, during the third quarter of 2018, the company recognized pre-tax charges of $14 million associated with long-lived asset impairment and inventory write-down. During the fourth quarter of fiscal 2018, the Company recognized additional pre-tax charges of $32 million. Total pre-tax charges for fiscal year 2018 were $46 million (Non-core activities charges), and; |
• | During the fourth quarter of fiscal 2018, the Company recorded a pre-tax charge of $13 million, associated with severance costs due to the elimination of the Project Specialists Interiors position (Project Specialists Interiors charge). |
Three Months Ended | |||||||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||||
January 31, 2020 | February 1, 2019 | ||||||||||||||||||
(in millions, except per share data) | Pre-Tax Earnings | Tax | Net Earnings | Pre-Tax Earnings | Tax | Net Earnings | |||||||||||||
Diluted earnings per share, as reported | $ | 0.66 | $ | (1.03 | ) | ||||||||||||||
Non-GAAP adjustments - per share impacts | |||||||||||||||||||
Mexico adjustments | 0.01 | 0.01 | 0.02 | — | — | — | |||||||||||||
2019 Canada restructuring | 0.23 | 0.03 | 0.26 | — | — | — | |||||||||||||
Canadian goodwill impairment | — | — | — | 1.19 | (0.03 | ) | 1.16 | ||||||||||||
Orchard Supply Hardware charges | — | — | — | 0.25 | (0.05 | ) | 0.20 | ||||||||||||
U.S. & Canada charges | — | — | — | 0.18 | 0.05 | 0.13 | |||||||||||||
Mexico impairment charges | — | — | — | 0.28 | 0.01 | 0.29 | |||||||||||||
Non-core activities charges | — | — | — | 0.04 | (0.01 | ) | 0.03 | ||||||||||||
Project Specialists Interiors charge | — | — | — | 0.02 | — | 0.02 | |||||||||||||
Adjusted diluted earnings per share | $ | 0.94 | $ | 0.80 | |||||||||||||||
Fiscal 2020 Lowe’s Business Outlook | |||||||||||||||||||
Low End of Guidance Range | High End of Guidance Range | ||||||||||||||||||
(in millions, except per share data) | Pre-Tax Earnings | Tax | Net Earnings | Pre-Tax Earnings | Tax | Net Earnings | |||||||||||||
Forecasted diluted earnings per share | $ | 6.38 | $ | 6.58 | |||||||||||||||
Non-GAAP adjustments - per share impacts | |||||||||||||||||||
2019 Canada restructuring | 0.09 | (0.02 | ) | 0.07 | 0.09 | (0.02 | ) | 0.07 | |||||||||||
Forecasted adjusted diluted earnings per share | $ | 6.45 | $ | 6.65 | |||||||||||||||
Year Ended | |||
(Unaudited) | |||
(in millions, except operating margin) | January 31, 2020 | ||
Operating income, as reported | $ | 6,314 | |
Non-GAAP adjustments | |||
Mexico adjustments | 35 | ||
2019 Canada restructuring | 230 | ||
Adjusted operating income | $ | 6,579 | |
Adjusted operating margin | 9.13 | % | |