Lowes Companies Inc 8-K/A, filed May 21, 2025
Lowes Companies Inc (LOW)
8-K/A
2025-05-21
For: 2025-05-21
View Original
Added on
April 03, 2026
About this 8-K/A
Lowes Companies Inc filed this 8-K/A on May 21, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| (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: | ( | |||||||
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 | ||||||
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. | ||||
Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) amends the Current Report on Form 8-K of Lowe’s Companies, Inc., filed on May 21, 2025 (the “Original Report”).
This Form 8-K/A is being filed solely for the purpose of correcting an inadvertent formatting error in the consolidated balance sheet that was included in the press release filed as Exhibit 99.1 to the Original Report. The line item “Capital in excess of par value” within the consolidated balance sheet as of May 2, 2025, under the heading “Shareholders’ deficit”, is hereby corrected in this Form 8-K/A. No other changes were made to the Original Report, and no other changes have been made to the exhibits to the Original Report.
Item 2.02 Results of Operations and Financial Condition.
On May 21, 2025, 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 first quarter ended May 2, 2025.
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:
| Exhibit No. | Description | |||||||
| 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.
| LOWE’S COMPANIES, INC. | ||||||||
Date: May 21, 2025 | By: | /s/ Dan C. Griggs, Jr. | ||||||
| Name: | Dan C. Griggs, Jr. | |||||||
| Title: | Senior Vice President, Tax and Chief Accounting Officer | |||||||
Exhibit 99.1
May 21, 2025
For 6:00 a.m. ET Release
LOWE’S REPORTS FIRST QUARTER 2025 SALES AND EARNINGS RESULTS
— Comparable Sales Decreased 1.7%; Diluted EPS of $2.92 —
— Affirms Full Year 2025 Outlook —
MOORESVILLE, N.C., May 21, 2025 – Lowe’s Companies, Inc. (NYSE: LOW) today reported net earnings of $1.6 billion and diluted earnings per share (EPS) of $2.92 for the quarter ended May 2, 2025, compared to diluted EPS of $3.06 in the first quarter of 2024.
Total sales for the quarter were $20.9 billion, compared to $21.4 billion in the prior-year quarter. Comparable sales for the quarter decreased 1.7% as unfavorable weather earlier in the quarter was partially offset by mid-single-digit Pro and online comparable sales growth.
“Despite near-term uncertainty and housing market headwinds, our team’s unwavering focus on exceptional customer service has elevated satisfaction scores and earned Lowe’s the #1 ranking in Customer Satisfaction among Home Improvement Retailers* by J.D. Power,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “Strategic investments in technology, inviting store environments, and our dedicated associates continue to solidify our commitment to serving our customers and communities. I’d like to extend my appreciation to our front-line associates for the dedication and hard work especially during the busy spring season.”
As of May 2, 2025, Lowe’s operated 1,750 stores representing 195.3 million square feet of retail selling space.
Capital Allocation
The company remains committed to generating sustainable shareholder value through a disciplined capital program, as reflected in a dividend payment this quarter of $645 million.
* Lowe’s received the highest score in the J.D. Power 2025 U.S. Home Improvement Retailer Satisfaction Study of customers’ satisfaction with major home improvement retailers. Visit jdpower.com/awards for more details.
| Lowe’s Business Outlook | ||
The company is affirming its outlook for full year 2025.
Full Year 2025 Outlook
•Total sales of $83.5 to $84.5 billion
•Comparable sales expected to be flat to up +1% as compared to prior year
•Operating income as a percentage of sales (operating margin) of 12.3% to 12.4%
•Net interest expense of approximately $1.3 billion
•Depreciation and Amortization expense of approximately $1.8 billion
•Effective income tax rate of approximately 24.5%
•Diluted earnings per share of approximately $12.15 to $12.40
•Capital expenditures of approximately $2.5 billion
A conference call to discuss first quarter 2025 operating results is scheduled for today, Wednesday, May 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 First Quarter 2025 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 16 million customer transactions a week in the United States. With total fiscal year 2024 sales of more than $83 billion, 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, improving community spaces, helping to develop the next generation of skilled trade experts and providing disaster relief to communities in need. 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 and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, share repurchases, and 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, the occurrence of any event or other circumstance that could give rise to the right of one or both of the parties to terminate the merger agreement between Lowe’s and ADG, the failure to obtain the requisite approvals or to satisfy the other conditions to the proposed merger on a timely basis or at all, the possibility that the anticipated benefits and synergies of the merger are not realized when expected, or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of 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, geopolitical or 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
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| Contacts: | Shareholder/Analyst Inquiries: | Media Inquiries: | |||||||||
| Kate Pearlman | Steve Salazar | ||||||||||
| 704-775-3856 | steve.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 Ended | |||||||||||||||||||||||
| May 2, 2025 | May 3, 2024 | ||||||||||||||||||||||
| Current Earnings | Amount | % Sales | Amount | % Sales | |||||||||||||||||||
| Net sales | $ | 20,930 | 100.00 | $ | 21,364 | 100.00 | |||||||||||||||||
| Cost of sales | 13,944 | 66.62 | 14,274 | 66.81 | |||||||||||||||||||
| Gross margin | 6,986 | 33.38 | 7,090 | 33.19 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 4,046 | 19.33 | 4,009 | 18.77 | |||||||||||||||||||
| Depreciation and amortization | 446 | 2.13 | 428 | 2.00 | |||||||||||||||||||
| Operating income | 2,494 | 11.92 | 2,653 | 12.42 | |||||||||||||||||||
| Interest – net | 337 | 1.61 | 352 | 1.65 | |||||||||||||||||||
| Pre-tax earnings | 2,157 | 10.31 | 2,301 | 10.77 | |||||||||||||||||||
| Income tax provision | 516 | 2.47 | 546 | 2.56 | |||||||||||||||||||
| Net earnings | $ | 1,641 | 7.84 | $ | 1,755 | 8.21 | |||||||||||||||||
Weighted average common shares outstanding – basic | 559 | 571 | |||||||||||||||||||||
Basic earnings per common share (1) | $ | 2.93 | $ | 3.06 | |||||||||||||||||||
Weighted average common shares outstanding – diluted | 560 | 572 | |||||||||||||||||||||
Diluted earnings per common share (1) | $ | 2.92 | $ | 3.06 | |||||||||||||||||||
Cash dividends per share | $ | 1.15 | $ | 1.10 | |||||||||||||||||||
| Accumulated Deficit | |||||||||||||||||||||||
| Balance at beginning of period | $ | (14,799) | $ | (15,637) | |||||||||||||||||||
| Net earnings | 1,641 | 1,755 | |||||||||||||||||||||
| Cash dividends declared | (645) | (629) | |||||||||||||||||||||
| Share repurchases | (30) | (677) | |||||||||||||||||||||
| Balance at end of period | $ | (13,833) | $ | (15,188) | |||||||||||||||||||
(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 $1,636 million for the three months ended May 2, 2025, and $1,750 million for the three months ended May 3, 2024.
Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
In Millions, Except Percentage Data
| Three Months Ended | |||||||||||||||||||||||
| May 2, 2025 | May 3, 2024 | ||||||||||||||||||||||
| Amount | % Sales | Amount | % Sales | ||||||||||||||||||||
| Net earnings | $ | 1,641 | 7.84 | $ | 1,755 | 8.21 | |||||||||||||||||
Cash flow hedges – net of tax | (3) | (0.01) | (3) | (0.02) | |||||||||||||||||||
| Other | — | — | (1) | — | |||||||||||||||||||
| Other comprehensive loss | (3) | (0.01) | (4) | (0.02) | |||||||||||||||||||
| Comprehensive income | $ | 1,638 | 7.83 | $ | 1,751 | 8.19 | |||||||||||||||||
Lowe’s Companies, Inc.
Consolidated Balance Sheets (Unaudited)
In Millions, Except Par Value Data
| May 2, 2025 | May 3, 2024 | |||||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 3,054 | $ | 3,237 | ||||||||||||||||
| Short-term investments | 368 | 264 | ||||||||||||||||||
| Merchandise inventory – net | 18,335 | 18,224 | ||||||||||||||||||
| Other current assets | 918 | 1,025 | ||||||||||||||||||
| Total current assets | 22,675 | 22,750 | ||||||||||||||||||
| Property, less accumulated depreciation | 17,636 | 17,531 | ||||||||||||||||||
| Operating lease right-of-use assets | 3,799 | 3,829 | ||||||||||||||||||
| Long-term investments | 300 | 306 | ||||||||||||||||||
| Deferred income taxes – net | 118 | 115 | ||||||||||||||||||
| Other assets | 844 | 834 | ||||||||||||||||||
| Total assets | $ | 45,372 | $ | 45,365 | ||||||||||||||||
| Liabilities and shareholders' deficit | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Current maturities of long-term debt | 4,183 | 1,294 | ||||||||||||||||||
| Current operating lease liabilities | 562 | 552 | ||||||||||||||||||
| Accounts payable | 11,235 | 11,737 | ||||||||||||||||||
| Accrued compensation and employee benefits | 853 | 870 | ||||||||||||||||||
| Deferred revenue | 1,500 | 1,409 | ||||||||||||||||||
| Other current liabilities | 4,055 | 3,644 | ||||||||||||||||||
| Total current liabilities | 22,388 | 19,506 | ||||||||||||||||||
| Long-term debt, excluding current maturities | 30,541 | 34,622 | ||||||||||||||||||
| Noncurrent operating lease liabilities | 3,669 | 3,759 | ||||||||||||||||||
| Deferred revenue – Lowe's protection plans | 1,266 | 1,225 | ||||||||||||||||||
| Other liabilities | 762 | 859 | ||||||||||||||||||
| Total liabilities | 58,626 | 59,971 | ||||||||||||||||||
| 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 – 560 million and 572 million, respectively | 280 | 286 | ||||||||||||||||||
| Capital in excess of par value | 13 | — | ||||||||||||||||||
| Accumulated deficit | (13,833) | (15,188) | ||||||||||||||||||
| Accumulated other comprehensive income | 286 | 296 | ||||||||||||||||||
| Total shareholders' deficit | (13,254) | (14,606) | ||||||||||||||||||
| Total liabilities and shareholders' deficit | $ | 45,372 | $ | 45,365 | ||||||||||||||||
Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
| Three Months Ended | |||||||||||
| May 2, 2025 | May 3, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 1,641 | $ | 1,755 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 507 | 486 | |||||||||
| Noncash lease expense | 131 | 131 | |||||||||
| Deferred income taxes | 126 | 135 | |||||||||
| Loss/(Gain) on property and other assets – net | 20 | (7) | |||||||||
| Share-based payment expense | 58 | 55 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Merchandise inventory – net | (926) | (1,330) | |||||||||
| Other operating assets | (106) | (86) | |||||||||
| Accounts payable | 1,945 | 3,033 | |||||||||
| Other operating liabilities | (17) | 90 | |||||||||
| Net cash provided by operating activities | 3,379 | 4,262 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of investments | (391) | (277) | |||||||||
| Proceeds from sale/maturity of investments | 375 | 266 | |||||||||
| Capital expenditures | (518) | (382) | |||||||||
| Proceeds from sale of property and other long-term assets | 2 | 15 | |||||||||
| Other – net | (1) | — | |||||||||
| Net cash used in investing activities | (533) | (378) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayment of debt | (778) | (22) | |||||||||
| Proceeds from issuance of common stock under share-based payment plans | 2 | 15 | |||||||||
| Cash dividend payments | (645) | (633) | |||||||||
| Repurchases of common stock | (112) | (923) | |||||||||
| Other – net | (20) | (5) | |||||||||
| Net cash used in financing activities | (1,553) | (1,568) | |||||||||
| Net increase in cash and cash equivalents | 1,293 | 2,316 | |||||||||
| Cash and cash equivalents, beginning of period | 1,761 | 921 | |||||||||
| Cash and cash equivalents, end of period | $ | 3,054 | $ | 3,237 | |||||||
-5.4% +1.7% -2.6% -6.7% -4.9% -1.1% 2025 2024 Marvin R. Ellison, Chairman & CEO “Despite near-term uncertainty and housing market headwinds, our team’s unwavering focus on exceptional customer service has elevated satisfaction scores. Strategic investments in technology, inviting store environments, and our dedicated associates continue to solidify our commitment to our customers and communities.” Q1 2025 RESULTS Comparable Sales Summary COMP TRANSACTIONS COMP $105.20 AVERAGE TICKET ONLINE SALES GROWTH -3.8% +2.1% +6.0% -3.4% -4.3% +1.3%>$500 $100-$500 <$100 3 of 15 Regions Delivered comp growth above company average Product Category Performance Comp above company average in 4 of 14 product categories APPLIANCES BUILDING MATERIALS Monthly Comp Sales Performance Comp Sales by Ticket Size Total Home Strategy Updates FEB MAR APR ROUGH PLUMBING HARDWARE -1.7% COMP SALES We returned $645 MILLION to our shareholders through dividends 33.4% GROSS MARGIN +19 basis points vs. LY $2.92 DILUTED EPS -4.6% vs. LY 11.9% OPERATING MARGIN -50 basis points vs. LY Later Easter timing benefited March by approximately 250bps and pressured April by a similar amount (stores closed on Easter). Ranked #1 In customer satisfaction by J.D. Power among home improvement retailers* Launched Mylow, the first AI-powered home improvement virtual advisor for customers and associates Leveraging Mirakl’s leading technology platform to rapidly scale Lowe’s online marketplace Pro comp sales up mid-single digits Awarded The Webby in the App & Software, Shopping and Retail category for the Lowe’s Customer app Financial Highlights * For J.D. Power 2025 award information, visit jdpower.com/awards Exhibit 99.2
Drive Pro penetration Accelerate online sales Expand home services Create a loyalty ecosystem Increase space productivity Total Home Strategy Solving problems and fulfilling dreams for the home