What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-23 compared with 2025-03-24 · 347 added, 227 removed, 864 unchanged (40% of the section changed)

11 unchanged sentences

Property and Accumulated Depreciation

Divestiture of the Canadian Retail Business

Goodwill and Intangible Assets

Derivative Instruments

6 unchanged sentences

Other Information

S egment Information

Segment Information

Subsequent Event

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

8 unchanged sentences

Based on our management’s assessment, we have concluded that, as of January 30, 2026, our Internal Control is effective.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting excluded Foundation Building Materials (FBM), a wholly owned subsidiary of Lowe's Companies Inc.

that consists of the net assets purchased in October 2025.

FBM aggregate assets, excluding goodwill and intangible assets - net, and net sales represented 4.5% and 1.5% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the year ended January 30, 2026.

This acquisition is more fully discussed in Note 2 to our Consolidated Financial Statements for fiscal year 2025.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements contained in this Annual Report, was engaged to audit our Internal Control.

2 unchanged sentences

To the shareholders and the Board of Directors of Lowe’s Companies, Inc.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc.

and subsidiaries (the “Company”) as of January 31, 2025 and February 2, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows, for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and February 2, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the “Company”) as of January 30, 2026 and January 31, 2025, the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows, for each of the three years in the period ended January 30, 2026, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 30, 2026 and January 31, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 23, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

11 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Merchandise Inventory – Vendor Funds – Refer to Note 1 to the financial statements

4 unchanged sentences

Funds that are determined to be reimbursements of specific, incremental, and identifiable costs incurred to sell vendors’ products are recorded as an offset to the related expense.

The Company develops accrual rates for vendor funds based on the provisions of the agreements in place.

Due to the diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded.

Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.

We identified the completeness and accuracy of vendor funds as a critical audit matter given the significance of vendor funds to the financial statements and volume of the individual vendor agreements.

This required an increased extent of effort when performing audit procedures to evaluate whether the vendor funds were completely and accurately recorded in accordance with the vendor agreements.

We identified vendor funds as a critical audit matter due to the volume of the individual vendor agreements and extent of audit effort required when performing audit procedures to evaluate whether the vendor funds were recorded in accordance with the vendor agreements.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to whether the vendor funds were completely and accurately recorded in accordance with the terms of the vendor agreements included the following, among others:

• We tested the design and operating effectiveness of controls over vendor funds, including management’s controls over the identification of vendor agreements as well as the accrual and recording of vendor funds as a reduction to the cost of inventory as they are earned, and as a reduction to cost of sales as the related inventory is sold.

• We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory when earned, and the amount recorded as a reduction to cost of sales as the related inventory is sold.

• We selected a sample of vendor funds and sent confirmations to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.

Our audit procedures related to whether the vendor funds were recorded in accordance with the terms of the vendor agreements included the following, among others:

• We tested the design and operating effectiveness of controls over vendor funds, including management’s controls over the identification of vendor agreements as well as the accrual and recording of vendor funds in accordance with the terms the vendor agreements.

• We selected a sample of vendor programs and tested the terms of the agreement and amount earned under the agreement by sending confirmations and, as necessary, following up on non-replies and performing alternative procedures.

• We selected a sample from an independent population and tested the completeness of vendor funds by sending confirmations and, as necessary, following up on non-replies.

Acquisitions – Foundation Building Materials (FBM) – Valuation of Customer Relationships - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The assets acquired and liabilities assumed in the Foundation Building Materials (“FBM”) transaction are recorded at their respective fair values at the date of the acquisition, based on management’s estimates and assumptions.

Of the total assets acquired and liabilities assumed, the Company acquired intangible assets totaling $5,041 million, inclusive of customer relationships of $3,920 million.

We identified the fair valuation of the customer relationships intangible asset related to the FBM acquisition as a critical audit matter because the valuation relies on significant estimates and assumptions made by management.

Auditing these estimates and assumptions require a high degree of auditor judgment and increased audit effort, including involvement of fair value specialists, to evaluate the appropriateness of the valuation methodologies and the reasonableness of key inputs, including, but not limited to, average revenue growth rate from existing customer relationships, Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margin, and discount rate.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the valuation of customer relationships intangible assets as part of the FBM acquisition included the following, among others:

• We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over the key assumptions used to value customer relationships under the multi-period excess earnings method – a form of the income approach—specifically average revenue growth rate, EBITDA margin, and discount rate— and controls over management’s review of the work performed by its third party valuation specialists.

• With the assistance of our fair value specialists, we evaluated the appropriateness of the valuation methodologies used by management to fair value customer relationships.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated the reasonableness of management’s forecasts for the average revenue growth rate and EBITDA margin by comparing them to:

◦ historical results;

◦ third party economic research, industry performance, and peer company performance.

/s/ Deloitte & Touche LLP

9 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended January 30, 2026, of the Company and our report dated March 23, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Foundation Building Materials (FBM), which was acquired on October 9, 2025, and whose financial statements constitute approximately 4.5% of the Company's consolidated total assets (excluding goodwill and intangibles - net) and approximately 1.5% of the consolidated net sales as of and for the year ended January 30, 2026.

Accordingly, our audit did not include the internal control over financial reporting at FBM.

Basis for Opinion

21 unchanged sentences

Fiscal Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Current Earnings Amount % Sales Amount % Sales Amount % Sales

15 unchanged sentences

Fiscal Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Amount % Sales Amount % Sales Amount % Sales

3 unchanged sentences

Other — — 1 0.01 2 —

Other comprehensive (loss)/income ( 12 ) ( 0.01 ) ( 7 ) ( 0.01 ) 343 0.36

Other comprehensive loss ( 17 ) ( 0.02 ) ( 12 ) ( 0.01 ) ( 7 ) ( 0.01 )

Comprehensive income $ 6,637 7.69 % $ 6,945 8.30 % $ 7,719 8.94 %

3 unchanged sentences

(In millions, except par value)

January 31, 2025 February 2, 2024

January 30, 2026 January 31, 2025

Current assets:

1 unchanged sentence

Short-term investments 370 372

Receivables - net 1,090 94

Merchandise inventory - net 17,300 17,409

5 unchanged sentences

Deferred income taxes - net — 244

Goodwill 3,945 311

Intangible assets - net 5,908 277

Other assets 352 248

11 unchanged sentences

Noncurrent operating lease liabilities 4,043 3,628

Deferred income taxes - net 1,039 —

Deferred revenue - Lowe’s protection plans 1,262 1,268

9 unchanged sentences

Issued and outstanding – 561 million and 560 million, respectively

Capital in excess of par value 370 —

Accumulated deficit ( 10,839 ) ( 14,799 )

10 unchanged sentences

Shares Amount

Balance January 28, 2022 670 $ 335 $ — $ ( 5,115 ) $ ( 36 ) $ ( 4,816 )

Balance February 3, 2023 601 $ 301 $ — $ ( 14,862 ) $ 307 $ ( 14,254 )

Net earnings — — — 7,726 — 7,726

Other comprehensive income — — — — 343 343

Other comprehensive loss — — — — ( 7 ) ( 7 )

Cash dividends declared, $ 4.35 per share

5 unchanged sentences

Net earnings — — — 6,957 — 6,957

Other comprehensive income — — — — ( 7 ) ( 7 )

Other comprehensive loss — — — — ( 12 ) ( 12 )

Cash dividends declared, $ 4.55 per share

3 unchanged sentences

Issuance of common stock under share-based payment plans 2 1 158 — — 159

Balance February 2, 2024 574 $ 287 $ — $ ( 15,637 ) $ 300 $ ( 15,050 )

Balance January 31, 2025 560 $ 280 $ — $ ( 14,799 ) $ 288 $ ( 14,231 )

Net earnings — — — 6,654 — 6,654

5 unchanged sentences

Issuance of common stock under share-based payment plans 1 1 148 — — 149

Other — — 20 — — 20

Balance January 30, 2026 561 $ 281 $ 370 $ ( 10,839 ) $ 271 $ ( 9,917 )

4 unchanged sentences

Fiscal Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Cash flows from operating activities:

5 unchanged sentences

Asset impairment and loss on property - net 53 5 83

(Gain)/loss on sale of business ( 177 ) ( 79 ) 421

Gain on sale of business — ( 177 ) ( 79 )

Share-based payment expense 247 221 210

10 unchanged sentences

Proceeds from sale of property and other long-term assets 82 105 53

Acquisition of businesses - net ( 10,088 ) — —

Proceeds from sale of business — 177 100

9 unchanged sentences

Other – net ( 68 ) ( 42 ) ( 21 )

Net cash used in financing activities ( 7,047 ) ( 6,666 ) ( 7,049 )

Effect of exchange rate changes on cash — — ( 16 )

Net increase/(decrease) in cash and cash equivalents 840 ( 427 ) 215

Net cash provided by/(used in) financing activities 1,621 ( 7,047 ) ( 6,666 )

Net (decrease)/increase in cash and cash equivalents ( 779 ) 840 ( 427 )

Cash and cash equivalents, beginning of year 1,761 921 1,348

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 2025, FEBRUARY 2, 2024, AND FEBRUARY 3, 2023

YEARS ENDED JANUARY 30, 2026, JANUARY 31, 2025, AND FEBRUARY 2, 2024

Summary of Significant Accounting Policies

1 unchanged sentence

and subsidiaries (the Company) is the world’s second-largest home improvement retailer and operated 1,759 stores and outlets in the United States as of January 30, 2026.

On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores in Canada, as well as serviced 210 dealer-owned stores.

The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber.

See Note 6 for information on this divestiture.

In addition, Lowe’s operates over 540 branch locations in the United States and Canada, which include our current year acquisitions of Foundation Building Materials (FBM) and Artisan Design Group (ADG).

See Note 2 for information on these acquisitions.

Below are those accounting policies considered by the Company to be significant.

Fiscal Year - The Company’s fiscal year ends on the Friday nearest the end of January.

Fiscal 2022 contained 53 weeks, and fiscal years 2023 and 2024 each contained 52 weeks.

All references herein for the years 2024, 2023, and 2022 represent the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023, respectively.

Each of the fiscal years presented contained 52 weeks.

All references herein for the years 2025, 2024, and 2023 represent the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled subsidiaries.

The Company consolidates the financial results of FBM and ADG on a one-month lag due to differences in reporting calendars.

All intercompany accounts and transactions have been eliminated.

Foreign Currency - The functional currencies of the Company’s international subsidiaries are generally the local currencies of the countries in which the subsidiaries are located.

Foreign Currency - Gains and losses from foreign currency transactions are included in SG&A expense.

Foreign currency denominated assets and liabilities are translated into U.S.

2 unchanged sentences

The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ deficit in accumulated other comprehensive income.

Gains and losses from foreign currency transactions are included in SG&A expense.

Use of Estimates - The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities.

1 unchanged sentence

Actual results may differ from these estimates.

Business Combinations - The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition.

The excess of the purchase price over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill.

During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less when purchased.

6 unchanged sentences

The Company accounts for the contingent consideration under the fair value option under Accounting Standards Codification (ASC) 825, Financial Instruments, which requires the contingent consideration to be recorded at fair value upon recognition and as of each balance sheet date thereafter.

Changes in the estimated fair value of the contingent consideration are recognized within SG&A expense in the consolidated statements of earnings.

Changes in the estimated fair value of the contingent consideration are recognized within selling, general, and administrative (SG&A) expense in the consolidated statements of earnings.

Investments with a stated maturity date of one year or less from the balance sheet date or that are expected to be used in current operations are classified as short-term investments.

2 unchanged sentences

The Company classifies as investments restricted balances pledged as collateral for the Company’s extended protection plan program.

Restricted balances included in short-term investments were $ 372 million as of January 31, 2025, and $ 307 million as of February 2, 2024.

Restricted balances included in long-term investments were $ 277 million as of January 31, 2025, and $ 252 million as of February 2, 2024.

Merchandise Inventory - The Company’s inventory is stated at the lower of cost and net realizable value (LCNRV) using the first-in, first-out method of inventory accounting.

Restricted balances included in short-term investments were $ 370 million as of January 30, 2026, and $ 372 million as of January 31, 2025.

Restricted balances included in long-term investments were $ 319 million as of January 30, 2026, and $ 277 million as of January 31, 2025.

Receivables - net - The Company’s receivables relate to credit extended directly to certain customers in the ordinary course of business and are stated net of the allowance for credit losses, which are recorded based on historical collection trends as well as management's expectation of future collections.

The allowance for credit losses related to these receivables was not material to our consolidated financial statements at the end of fiscal 2025 or fiscal 2024.

Merchandise Inventory - The Company’s inventory is stated at the lower of cost and net realizable value (LCNRV) using primarily the first-in, first-out method of inventory accounting.

The cost of inventory includes certain costs associated with the preparation of inventory for resale, including distribution center costs, and is net of vendor funds.

3 unchanged sentences

However, changes in consumer purchasing patterns could result in the need for additional reserves.

The Company’s LCNRV inventory reserve was $ 222 million as of January 31, 2025, and $ 245 million as of February 2, 2024.

The Company’s LCNRV inventory reserve was $ 229 million as of January 30, 2026, and $ 222 million as of January 31, 2025.

The Company also records an inventory reserve for the estimated shrinkage between physical inventories.

1 unchanged sentence

Changes in the estimated shrink reserve are made based on the timing and results of physical inventories.

The Company’s reserve for inventory shrinkage was $ 427 million as of January 31, 2025, and $ 425 million as of February 2, 2024.

The Company’s reserve for inventory shrinkage was $ 436 million as of January 30, 2026, and $ 427 million as of January 31, 2025.

The Company receives funds from vendors in the normal course of business, principally as a result of purchase volumes, early payments, or sales-based promotions of vendors’ products.

8 unchanged sentences

All derivative financial instruments are recognized at their fair values as either assets or liabilities at the balance sheet date and reported on a gross basis.

The Company held fixed-to-floating interest rate swap agreements as fair value hedges on certain debt as of January 31, 2025, and February 2, 2024.

The Company held fixed-to-floating interest rate swap agreements as fair value hedges on certain debt as of January 30, 2026, and January 31, 2025.

The Company evaluates the effectiveness of the fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective.

Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

The Company held forward interest rate swap agreements to hedge its exposure to changes in benchmark interest rates on forecasted debt issuances as of February 3, 2023.

The cash flows related to forward interest rate swap agreements are included within operating activities in the consolidated statements of cash flows.

The Company accounts for these contracts as cash flow hedges, thus the effective portion of gains and losses resulting from changes in fair value are recognized in other comprehensive (loss)/income, net of tax effects, in the consolidated statements of comprehensive income and is amortized to interest expense over the term of the respective debt.

Credit Programs and Sale of Business Accounts Receivable - The Company has branded and private label proprietary credit cards which generate sales that are not reflected in receivables.

2 unchanged sentences

The Company has the option, but no obligation, to purchase the receivables at the end of the agreement.

Prior to September 2023, the Company also had an agreement with Synchrony under which Synchrony purchased at face value commercial business accounts receivable originated by the Company and serviced those accounts.

The Company primarily accounted for these transfers as sales of the accounts receivable.

When the Company transferred its commercial business accounts receivable, it retained certain interests in those receivables, including the funding of a loss reserve and its obligation related to Synchrony’s ongoing servicing of the receivables sold.

Any gain or loss on the sale was determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests

Fair value was based on the present value of expected future cash flows, taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, Synchrony’s servicing costs, and the discount rate commensurate with the uncertainty involved.

Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.

In 2023, Synchrony exercised an option under the agreement to directly extend credit to the commercial accounts receivable customers, for which the related transition period was completed in August 2023.

In 2023, prior to the option’s effective date, $ 3.1 billion of accounts receivable were sold to Synchrony and the Company recognized a loss of $ 63 million related to the servicing costs remitted to Synchrony monthly.

In 2022, total commercial business accounts receivable sold to Synchrony were $ 5.2 billion and the Company recognized a loss of $ 76 million.

Property and Depreciation - Property is recorded at cost.

25 unchanged sentences

If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is evaluated.

Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination.

The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level.

Goodwill is not amortized but is evaluated for impairment at least annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary.

If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill.

Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, using discounted future cash flows, and a market approach, using market multiples applied to free cash flow.

If the fair value exceeds carrying value, then no goodwill impairment has occurred.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Any impairment identified is included within SG&A expense in the consolidated statements of earnings.

The income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit, if applicable, is considered in determining the goodwill impairment loss.

A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management.

In fiscal 2025, we completed our annual qualitative

assessment of the recoverability of goodwill for our reporting units and concluded that the fair value of the reporting units exceeded their carrying value.

Intangible Assets - net - Intangible assets with indefinite lives are evaluated for impairment on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

The cost of definite-lived intangible assets is amortized over their estimated useful lives, which range up to 20 years.

Leases - The Company leases certain retail stores, warehouses, distribution centers, office space, land, and equipment under finance and operating leases.

5 unchanged sentences

Renewal options and termination options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital.

Leases with an original term of twelve months or less are not recognized on the Company’s balance sheet, and the lease expense related to those short-term leases is recognized over the

Leases with an original term of twelve months or less are not recognized on the Company’s balance sheet, and the lease expense related to those short-term leases is recognized over the lease term.

The Company does not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.

15 unchanged sentences

The rollforward of the Company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Financed payment obligations outstanding at the beginning of the year $ 1,511 $ 1,356 $ 2,257

3 unchanged sentences

Other Current Liabilities - Other current liabilities on the consolidated balance sheets consist of:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Accrued dividends $ 673 $ 645

Income taxes payable 491 33

Accrued interest 485 449

3 unchanged sentences

Accrued property taxes 153 138

Income taxes payable 23 491

Other 1,612 1,435

1 unchanged sentence

Self-Insurance - The Company is self-insured for certain losses relating to workers’ compensation, automobile, property, and general and product liability claims.

The Company has excess insurance coverage above certain retention amounts to limit

exposure from these claims.

The Company has excess insurance coverage above certain retention amounts to limit exposure from these claims.

The Company is also self-insured for certain losses relating to extended protection plans, as well as medical and dental claims.

1 unchanged sentence

Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities.

Total self-insurance liabilities, including the current and non-current portions, were $ 966 million as of January 31, 2025, and $ 1.1 billion as of February 2, 2024.

Total self-insurance liabilities, including the current and non-current portions, were $ 971 million as of January 30, 2026, and $ 966 million as of January 31, 2025.

The Company provides surety bonds issued by insurance companies to secure payment of workers’ compensation liabilities as required in certain states where the Company is self-insured.

Outstanding surety bonds relating to self-insurance were $ 272 million as of January 31, 2025, and $ 280 million as of February 2, 2024.

Outstanding surety bonds relating to self-insurance were $ 269 million as of January 30, 2026, and $ 272 million as of January 31, 2025.

Income Taxes - The Company establishes deferred income tax assets and liabilities for temporary differences between the tax and financial accounting bases of assets and liabilities.

7 unchanged sentences

In August 2022, the Inflation Reduction Act was enacted which included provisions that allow for the transfer of certain federal clean energy tax credits (Federal Transferable Tax Credits).

The Company paid $ 909 million and $ 143 million for the purchase of Federal Transferable Tax Credits in 2024 and 2023, respectively.

The Company paid $ 1.0 billion, $ 909 million and $ 143 million for the purchase of Federal Transferable Tax Credits in 2025, 2024 and 2023, respectively.

All amounts paid have been included in payments for income taxes, and differences between tax credits purchased and amounts paid are included as a component of the income tax provision.

Income Tax Relief

On October 1, 2024, the Internal Revenue Service announced that businesses in North Carolina, affected by Hurricane Helene would receive tax relief by postponing certain tax-payment deadlines.

Under this relief, certain federal estimated income tax payments can be deferred until May 1, 2025.

As of January 31, 2025, the Company deferred $ 478 million of federal income taxes payable, which is included in other current liabilities in the consolidated balance sheet.

Shareholders’ Deficit - The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions.

5 unchanged sentences

Revenue Recognition - The Company recognizes revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

A description of the Company’s principle revenue generating activities is as follows:

A description of the Company’s principal revenue generating activities is as follows:

• Products - Revenue from products primarily relates to in-store and online merchandise purchases, which are recognized at the point in time when the customer obtains control of the merchandise.

21 unchanged sentences

- Depreciation of assets associated with the Company’s distribution network;

n Costs associated with operating FBM and ADG branch locations;

n Costs of installation services provided;

15 unchanged sentences

Comprehensive income represents changes in shareholders’ deficit from non-owner sources and is comprised of net earnings adjusted primarily for cash flow hedge derivative contracts.

Net cash flow hedge gains, net of tax, classified in accumulated other comprehensive income were $ 288 million, $ 301 million, and $ 315 million as of January 31, 2025, February 2, 2024, and February 3, 2023, respectively.

Reclassifications - Income taxes payable for the prior year was reclassified to conform with current year presentation and is included in Other current liabilities on the consolidated balance sheets.

Accounting Pronouncements Recently Adopted - Effective November 2, 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Under the ASU, all disclosure requirements in this update and ASC 280, Segment Reporting , are required for public entities with a single reportable segment.

See Note 1 7 for additional details of the Company’s reportable segment.

Accounting Pronouncements Not Yet Adopted -

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740):

Net cash flow hedge gains, net of tax, classified in accumulated other comprehensive income were $ 270 million, $ 288 million, and $ 301 million as of January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

Reclassifications - Accounts receivable-net, Goodwill, and Intangible assets - net for the prior year were reclassified to conform with current year presentation and were previously included in Other current assets and Other assets on the consolidated balance sheets.

Accounting Pronouncements Recently Adopted - In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

1 unchanged sentence

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026.

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures .

The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses.

See Note 13 for additional details of the Company’s income taxes.

Accounting Pronouncements Not Yet Adopted - In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchase of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2028, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software .

The ASU amends certain aspects of the accounting for and disclosure of internal-use software and clarifies the threshold that entities apply to begin capitalizing costs.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2029.

The Company plans to early adopt the guidance in the first quarter of fiscal year ending January 29, 2027.

Recent accounting pronouncements pending adoption not discussed in this Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company.

Artisan Design Group (ADG)

On June 2, 2025, the Company completed the acquisition of ADG for an aggregate cash purchase price of $ 1.3 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired.

Acquisition-related costs were expensed as incurred.

ADG is a leading nationwide provider of design, distribution and installation services for interior surface finishers, including flooring, cabinets and countertops, to national, regional and local home builders and property managers.

The acquisition is expected to expand the Company’s Pro customer offering into a new distribution channel within a highly fragmented market.

Intangible assets acquired totaled $ 714 million and include trademarks of $ 130 million with a useful life of 15 years, customer relationships of $ 550 million with a useful life of 20 years, backlog of $ 26 million, and non-compete agreements of $ 8 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheet.

Goodwill of $ 366 million is primarily attributable to the synergies expected to arise after the acquisition.

We expect $ 302 million of goodwill to be deductible for tax purposes.

Foundation Building Materials (FBM)

On October 9, 2025, the Company completed the acquisition of FBM for an aggregate cash purchase price of $ 8.8 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired.

Acquisition-related costs were expensed as incurred.

FBM is expected to accelerate the Company’s Total Home strategy by enhancing its

offering to Pro customers through expanded capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's.

Intangible assets acquired totaled $ 5,041 million, and include trademarks of $ 950 million with a useful life of 15 years, customer relationships of $ 3,920 million with a useful life of 20 years, backlog of $ 75 million, and a non-compete agreement of $ 96 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheet.

Goodwill of $ 3,254 million is primarily attributable to the synergies expected to arise after the acquisition.

We expect $ 993 million of goodwill to be deductible for tax purposes.

The following table summarizes our preliminary aggregate purchase price allocations:

(In millions) June 2, 2025 October 9, 2025

Cash acquired $ 2 $ 71

Receivables 202 912

Merchandise inventory 106 485

Other current assets 28 95

Property 36 512

Operating lease right-of-use assets 137 470

Goodwill 366 3,254

Intangible assets 714 5,041

Other assets 35 17

Current operating lease liabilities ( 31 ) ( 92 )

Accounts payable ( 73 ) ( 325 )

Accrued compensation and employee benefits ( 29 ) ( 77 )

Deferred revenue ( 22 ) ( 66 )

Other current liabilities ( 35 ) ( 150 )

Noncurrent operating lease liabilities ( 95 ) ( 348 )

Deferred income taxes, net ( 36 ) ( 995 )

Other liabilities ( 5 ) ( 26 )

Net assets acquired $ 1,300 $ 8,778

We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition dates.

These fair values were based on management’s estimates and assumptions;

however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition dates.

Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed.

The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition dates as permitted under GAAP.

Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

Measurement period adjustments recorded during fiscal 2025 were immaterial.

Pro forma revenue and earnings since the acquisitions have not been provided as the acquisitions were not material to the consolidated financial statements.

Additional asset acquisitions by FBM of approximately $ 49 million were made since our acquisition on October 9, 2025.

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

1 unchanged sentence

(In millions) Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Products $ 82,352 $ 80,538 $ 83,002

3 unchanged sentences

The balances and classification within the consolidated balance sheets for anticipated sales returns and the associated right of return assets are as follows:

(In millions) Classification January 31, 2025 February 2, 2024

(In millions) Classification January 30, 2026 January 31, 2025

Anticipated sales returns Other current liabilities $ 178 $ 167

2 unchanged sentences

Deferred revenue for retail and stored-value cards are as follows:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Retail deferred revenue $ 936 $ 770

3 unchanged sentences

Deferred revenue associated with Lowe’s protection plans is as follows:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Deferred revenue - Lowe’s protection plans $ 1,262 $ 1,268

1 unchanged sentence

(In millions) Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Lowe’s protection plan deferred revenue recognized into sales $ 580 $ 561 $ 549

1 unchanged sentence

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division:

January 31, 2025 February 2, 2024 February 3, 2023

The following table presents the Company’s net sales disaggregated by merchandise division within our Retail Home Improvement segment, as well as Other segment net sales:

January 30, 2026 January 31, 2025 February 2, 2024

(In millions) Total Sales % Total Sales % Total Sales %

4 unchanged sentences

Other 1,833 2.2 1,700 2.1 1,920 2.5

Retail Home Improvement 84,078 97.4 83,674 100.0 86,377 100.0

Other segment net sales 2,208 2.6 — — — —

Total $ 86,286 100.0 % $ 83,674 100.0 % $ 86,377 100.0 %

1 unchanged sentence

1 Home Decor includes the following product categories:

Appliances, Décor, Flooring, Kitchens & Bath, and Paint

Appliances, Decor, Flooring, Kitchens & Bath, and Paint

2 Building Products includes the following product categories:

4 unchanged sentences

(In millions) Years Ended

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

United States $ 86,225 $ 83,674 $ 86,377

Canada 61 — —

Net Sales $ 86,286 $ 83,674 $ 86,377

1 The Canadian retail business was sold on February 3, 2023.

Fair Value Measurements

8 unchanged sentences

Fair Value Measurements at

(In millions) Classification Measurement Level January 31, 2025 February 2, 2024

Available-for-sale debt securities:

(In millions) Classification Measurement Level January 30, 2026 January 31, 2025

Available-for-sale securities:

Treasury securities Short-term investments Level 1 $ 195 $ 199

Money market funds Short-term investments Level 1 81 91

Commercial paper Short-term investments Level 2 49 5

Corporate debt securities Short-term investments Level 2 32 16

2 unchanged sentences

Municipal obligations Short-term investments Level 2 10 —

Commercial paper Short-term investments Level 2 — 49

Treasury securities Long-term investments Level 1 211 150

10 unchanged sentences

The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads, and benchmark securities, among others.

In addition, the Company has received performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business and is classified as a Level 3 long-term investment.

In addition, the Company has previously received performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business, which is classified as a Level 3 long-term investment.

The Company determined the initial fair value for contingent consideration as of February 3, 2023, based on an income approach using an option pricing model, calculated using the significant unobservable inputs such as total equity value, volatility, and expected term.

1 unchanged sentence

The rollforward of the fair value of contingent consideration is as follows:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Beginning balance $ — $ —

3 unchanged sentences

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

For the fiscal years ended January 31, 2025, and February 2, 2024, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

For the fiscal years ended January 30, 2026, and January 31, 2025, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

1 unchanged sentence

With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature.

As further described in Note 8 , certain long-term debt is associated with a fair value hedge, and the changes in fair value of the hedged debt is included in the carrying value of long-term debt on the consolidated balance sheets.

As further described in Note 9 , certain long-term debt is associated with a fair value hedge, and the changes in fair value of the

hedged debt is included in the carrying value of long-term debt on the consolidated balance sheets.

The fair values of the Company’s unsecured notes were estimated using quoted market prices.

The fair values of the Company’s mortgage notes were estimated using discounted cash flow analyses, based on the future cash outflows associated with these arrangements and discounted using the applicable incremental borrowing rate.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations, are as follows:

January 31, 2025 February 2, 2024

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations and the 2025 Term Loan, are as follows:

January 30, 2026 January 31, 2025

(In millions) Carrying Amount Fair Value Carrying Amount Fair Value

Unsecured notes (Level 1) $ 37,530 $ 34,907 $ 35,011 $ 31,557

Mortgage notes (Level 2) 1 1 2 2

Long-term debt (excluding finance lease obligations) $ 35,012 $ 31,558 $ 35,411 $ 32,759

Property and Accumulated Depreciation

Property is summarized by major class in the following table:

(In millions) Estimated Depreciable Lives, In Years January 31, 2025 February 2, 2024

(In millions) Estimated Depreciable Lives, In Years January 30, 2026 January 31, 2025

Land N/A $ 6,868 $ 6,811

9 unchanged sentences

The related amortization expense for right-of-use assets under finance leases is included in depreciation and amortization expense.

The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $ 2.0 billion in 2024, and $ 1.9 billion in 2023 and 2022.

The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $ 2.1 billion in 2025, $ 2.0 billion in 2024, and $ 1.9 billion in 2023.

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for 2025, 2024, and 2023 were as follows:

(In millions) Retail Home Improvement Other Consolidated

Goodwill, balance at February 2, 2024 $ 311 $ — $ 311

Acquisitions — — —

Goodwill, balance at January 31, 2025

$ 311 $ — $ 311

Acquisitions — 3,634 3,634

Goodwill, balance at January 30, 2026

$ 311 $ 3,634 $ 3,945

As of January 30, 2026, and January 31, 2025, the Company does not have any goodwill impairment.

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets, consist of the following:

January 30, 2026 January 31, 2025

(In millions) Gross

Carrying Amount Accumulated

Amortization Net Carrying Amount Gross

Carrying Amount Accumulated

Amortization Net Carrying Amount

Definite-lived intangible assets:

Customer-related $ 4,722 $ ( 174 ) $ 4,548 $ 238 $ ( 96 ) $ 142

Trademarks and trade names 1,100 ( 40 ) 1,060 20 ( 19 ) 1

Other 208 ( 42 ) 166 1 ( 1 ) —

Total definite-lived intangible assets $ 6,030 $ ( 256 ) $ 5,774 $ 259 $ ( 116 ) $ 143

Indefinite-lived intangible assets:

Trademark $ 134 $ — $ 134 $ 134 $ — $ 134

Total intangible assets $ 6,164 $ ( 256 ) $ 5,908 $ 393 $ ( 116 ) $ 277

Amortization expense for intangible assets is as follows:

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Amortization expense $ 140 $ 13 $ 13

Amortization expense expected to be recognized in future periods for intangible assets is as follows:

(In millions) Amortization Expense

Fiscal 2026 $ 397

Fiscal 2027 329

Fiscal 2028 329

Fiscal 2029 329

Fiscal 2030 323

Thereafter 4,067

Total $ 5,774

The lease-related assets and liabilities recorded on the balance sheet are summarized in the following table:

(In millions)

Classification January 31, 2025 February 2, 2024

Classification January 30, 2026 January 31, 2025

Operating lease assets Operating lease right-of-use assets $ 4,303 $ 3,738

6 unchanged sentences

Total lease liabilities $ 5,147 $ 4,666

1 Finance lease assets are recorded net of accumulated amortization of $ 373 million as of January 31, 2025, and $ 326 million as of February 2, 2024.

1 Finance lease assets are recorded net of accumulated amortization of $ 394 million as of January 30, 2026, and $ 373 million as of January 31, 2025.

The table below presents the lease costs for finance and operating leases:

(In millions)

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Finance lease cost

23 unchanged sentences

4 Includes the current portion of $ 713 million for operating leases and $ 81 million for finance leases.

Lease Term and Discount Rate January 31, 2025 February 2, 2024

Lease Term and Discount Rate January 30, 2026 January 31, 2025

Weighted-average remaining lease term (years)

6 unchanged sentences

(In millions)

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Cash paid for amounts included in the measurement of lease liabilities

5 unchanged sentences

1 Excludes $ 52 million of leases signed but not yet commenced as of January 30, 2026.

Divestiture of the Canadian Retail Business

On February 3, 2023, the Company sold its Canadian retail business to Sycamore Partners for $ 491 million in cash and performance-based contingent consideration with an initial fair value of $ 21 million, which was recognized as a financial asset in long-term investments on the consolidated balance sheet.

The Canadian retail business operated or serviced the corporate and independent dealer-owned stores in a number of complementary formats under different banners, which include RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber.

The decision to sell the business was made as part of the Company’s strategy to simplify its business model and focus on the U.S.

home improvement business.

During the fiscal year ended January 31, 2025, the Company recognized a pre-tax gain on sale of $ 177 million associated with performance-based contingent consideration received.

During the fiscal year ended February 2, 2024, the Company recognized a pre-tax gain on sale of $ 79 million associated with performance-based consideration received, as well as final adjustments to the selling price.

During the fiscal year ended February 3, 2023, the Company recorded $ 2.5 billion of pre-tax costs associated with the sale, inclusive of long-lived asset impairment, loss on sale, and other closing costs.

The cumulative foreign currency translation adjustment previously included in accumulated other comprehensive income was reclassified to earnings and included in the loss on sale.

A summary of the significant activity included within SG&A expense in the consolidated statements of earnings associated with the sale of the Canadian retail business is as follows:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

Long-lived asset impairment $ — $ — $ 2,061

(Gain)/loss on sale ( 177 ) ( 79 ) 421

Other closing costs — — 19

Total $ ( 177 ) $ ( 79 ) $ 2,501

Commercial Paper Program

The Company’s commercial paper program is supported by the $ 2.0 billion five-year unsecured revolving credit agreement entered into in September 2023 (2023 Credit Agreement), and the $ 2.0 billion five-year unsecured third amended and restated credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).

The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program.

Subject to obtaining commitments from the lenders and satisfying other conditions specified in the 2023 Credit Agreement and Third Amended and Restated Credit Agreement (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of both agreements by an additional $ 1.0 billion.

The Credit Agreements contain customary representations, warranties, and covenants for transactions of these type.

The Company was in compliance with those financial covenants as of January 31, 2025.

There were no borrowings under the Company’s commercial paper program, Third Amended and Restated Credit Agreement, or the 2023 Credit Agreement as of January 31, 2025, and February 2, 2024.

Total combined availability under the Credit Agreements was $ 4.0 billion as of January 31, 2025.

Revolving Credit Facilities

On September 16, 2025, the Company entered into a $ 2.0 billion five-year unsecured credit agreement (2025 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2030, replacing the Company’s $ 2.0 billion five-year unsecured revolving credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).

On September 16, 2025, the Company also amended the five-year unsecured revolving credit agreement dated September 1, 2023 (the 2023 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2028 and an aggregate availability of $ 2.0 billion.

Under the amendment, borrowings under the 2023 Credit Agreement will no longer be subject to a SOFR credit spread adjustment.

The 2025 Credit Agreement and the 2023 Credit Agreement (collectively the Long-Term Credit Agreements) support the Company’s commercial paper program.

The amounts available to be drawn under the Long-Term Credit Agreements are reduced by the amount of borrowings under the commercial paper program.

As of January 30, 2026, and January 31, 2025, there were no outstanding borrowings under the Company’s commercial paper program or the Long-Term Credit Agreements.

On September 16, 2025, the Company also entered into a $ 1.0 billion 364-day unsecured revolving credit agreement (collectively with the Long-Term Credit Agreements the “Revolving Credit Facilities”) which has a maturity date of September 2026 and had no outstanding borrowings as of January 30, 2026.

Total combined availability under the Revolving Credit Facilities was $ 5.0 billion as of January 30, 2026.

Long-Term Debt

1 unchanged sentence

(In millions, except percentage data)

Weighted-Average Interest Rate as of January 31, 2025 January 31, 2025 February 2, 2024

Weighted-Average Interest Rate as of January 30, 2026 January 30, 2026 January 31, 2025

Secured debt:

9 unchanged sentences

Notes due fiscal 2061-2065 5.19 % 2,714 2,713

2025 Term Loan 4.88 % 1,999 —

Finance lease obligations due through fiscal 2043 391 475

15 unchanged sentences

The Company was in compliance with all financial covenants of these agreements as of January 30, 2026.

During 2023, the Company issued $ 3.0 billion of unsecured fixed rate notes (collectively, the 2023 Notes) as follows:

Issue Date Principal Amount

On September 16, 2025, the Company entered into a $ 2.0 billion unsecured term loan credit agreement (2025 Term Loan) which has a maturity date of October 2028.

There was $ 2.0 billion in outstanding borrowings under the 2025 Term Loan as of January 30, 2026, with a weighted average interest rate of 4.880 %.

In addition, on September 30, 2025, the Company issued $ 5.0 billion of unsecured fixed rate notes (collectively, the September 2025 Notes) as follows:

Principal Amount

(in millions) Maturity Date Interest Rate Discount

(in millions)

March 2023 $ 1,000 April 2026 4.800 % $ 3

March 2023 $ 1,000 July 2033 5.150 % $ 4

March 2023 $ 500 July 2053 5.750 % $ 5

March 2023 $ 500 April 2063 5.850 % $ 5

Interest on the 2023 Notes with April maturity dates is payable semiannually in arrears in April and October of each year until maturity.

Interest on the 2023 Notes with July maturity dates is payable semiannually in arrears in January and July of each year until maturity.

The indenture governing the 2023 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued interest, if any, up to the date of redemption.

$ 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

Interest on the September 2025 Notes with October maturity dates is payable semiannually in arrears in April and October of each year until maturity.

Interest on the September 2025 Notes with a March maturity date is payable semiannually in arrears in March and September of each year until maturity.

The indenture governing the September 2025 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued and unpaid interest.

The indenture also contains a provision that allows the holders of the notes to require the Company to repurchase all or any part of their notes if a change of control triggering event occurs.

If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101 % of the principal amount, plus accrued interest, if any, on such notes up to the date of purchase.

The indenture governing the notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.

However, the indenture includes various restrictive covenants, none of which is expected to impact the Company’s liquidity or capital resources.

If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101 % of the principal amount, plus accrued and unpaid interest.

The indenture governing the September 2025 Notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.

The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-term debt and are being amortized over the respective terms of the notes using the effective interest method.

1 unchanged sentence

The notional amounts of the Company’s material derivative instruments are as follows:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Fair value hedges:

1 unchanged sentence

See Note 4 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications.

The cash flows related to settlement of the Company’s hedging derivatives financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The cash flows related to settlement of the Company’s hedging derivative financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective.

In connection with the issuance of our 2023 Notes, we settled forward interest rate swap contracts with a combined notional amount of $ 2.0 billion and received a payment of $ 247 million.

In connection with the issuance of the March 2022 Notes, the Company settled forward interest rate swap contracts with a combined notional amount of $ 1.5 billion and received a payment of $ 143 million.

In connection with the issuance of the September 2022 Notes, the Company settled forward interest rate swap contracts with a combined notional amount of $ 1.3 billion and received a payment of $ 136 million.

The (loss)/gain from forward interest rate swap derivatives, both matured and outstanding, designated as cash flow hedges recorded in other comprehensive (loss)/income and earnings for 2024, 2023, and 2022, including its line item in the financial statements, is as follows:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

Other comprehensive (loss)/income:

Cash flow hedges – net of tax benefit/(expense) of $ 4 million, $ 5 million, and ($ 102 ) million, respectively

$ ( 13 ) $ ( 14 ) $ 311

Net earnings:

Interest – net $ 17 $ 15 $ 1

Shareholders' Deficit

Authorized shares of preferred stock were 5.0 million ($ 5 par value) as of January 31, 2025, and February 2, 2024, none of which have been issued.

Authorized shares of preferred stock were 5.0 million ($ 5 par value) as of January 30, 2026, and January 31, 2025, none of which have been issued.

The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series, having such voting rights, dividend and liquidation preferences, and such conversion and other rights as may be designated by the Board of Directors at the time of issuance.

Authorized shares of common stock were 5.6 billion ($ 0.50 par value) as of January 31, 2025, and February 2, 2024.

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private off-market transactions.

Authorized shares of common stock were 5.6 billion ($ 0.50 par value) as of January 30, 2026, and January 31, 2025.

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange

Act of 1934, or through private off-market transactions.

Shares purchased under the repurchase program are returned to authorized and unissued status.

Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present.

Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit.

On December 7, 2022, the Company announced that its Board of Directors authorized $ 15.0 billion of share repurchases under the program.

As of January 30, 2026, the Company had $ 10.8 billion remaining under the program.

During the year ended January 31, 2025, the Company entered into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions to repurchase a total of 6.1 million shares of the Company’s common stock for $ 1.5 billion.

At inception, the Company paid the financial institutions using cash on hand and took initial delivery of shares.

Under the terms of the ASR agreements, upon settlement, the Company would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution.

The Company controlled its election to either deliver additional shares or cash to the financial institution and was subject to provisions which limited the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of each ASR agreement was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.

The initial repurchase of shares under these agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

These ASR agreements were accounted for as treasury stock transactions and forward stock purchase contracts.

The par value of the shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and accumulated deficit.

The forward stock purchase contracts were considered indexed to the Company’s own stock and were classified as equity instruments.

In fiscal 2025, the Company paused its share repurchase program.

From time to time, the Company may enter into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions.

At inception of an ASR, the Company pays the financial institutions using cash on hand and takes initial delivery of shares.

Under the terms of the ASR agreements, upon settlement, the Company either receives additional shares from the financial institution or is required to deliver additional shares or cash to the financial institution.

The Company controls its election to either deliver additional shares or cash to the financial institution and is subject to provisions which limit the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of an ASR agreement is determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.

The initial repurchase of shares under these agreements result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

Any ASR agreements are accounted for as treasury stock transactions and forward stock purchase contracts.

The par value of the shares received is recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and accumulated deficit.

The forward stock purchase contracts are considered indexed to the Company’s own stock and are classified as equity instruments.

The terms of each ASR agreement entered into during the last three fiscal years, structured as outlined above, are as follows (in millions):

7 unchanged sentences

Q4 2024 Q4 2024 $ 400 1.2 0.4 1.6

Q1 2024 Q1 2024 325 1.1 0.2 1.3

Q2 2024 Q2 2024 375 1.4 0.3 1.7

Q3 2024 Q3 2024 400 1.3 0.2 1.5

Q4 2024 Q4 2024 400 1.2 0.4 1.6

During the year ended January 31, 2025, the Company also repurchased shares of its common stock through the open market totaling 9.3 million shares for a cost of $ 2.3 billion.

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of restricted stock awards and performance share units.

Total shares repurchased for 2025, 2024, and 2023 were as follows:

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

(In millions) Shares Cost Shares Cost Shares Cost

10 unchanged sentences

A total of 80.0 million shares were authorized for grants of share-based awards to key employees and non-employee directors under the Company’s currently active Incentive Plan, of which there were 22.4 million shares remaining available for grants as of January 30, 2026.

The 2020 Employee Stock Purchase Plan (the ESPP) permits a maximum of 20.0 million shares to be offered for purchase.

As of January 31, 2025, there were 17.5 million s hares remaining available for purchase.

The ESPP permits a maximum of 20.0 million shares to be offered for purchase.

As of January 30, 2026, there were 16.8 million shares remaining available for purchase.

The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $ 247 million, $ 221 million, and $ 210 million in 2025, 2024, and 2023, respectively.

15 unchanged sentences

The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2025, 2024, and 2023 are as follows:

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Weighted-average assumptions used:

7 unchanged sentences

(in thousands, except per share and years data) Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Term Aggregate Intrinsic Value

Outstanding as of February 2, 2024 1,830 $ 136.74

Outstanding as of January 31, 2025 1,625 $ 150.23

Granted 138 234.01

9 unchanged sentences

In general, these awards vest ratably over a three-year period from the date of grant.

Certain awards vest 50 % at the end of a two-

year period from the date of grant and 50 % at the end of a three-year period from the date of grant, or vest 100 % at the end of a three-year period from the date of grant.

Certain awards vest 100 % at the end of a three-year period from the date of grant.

All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period.

4 unchanged sentences

(in thousands, except per share data) Shares Weighted-Average Grant-Date Fair Value Per Share

Nonvested as of February 2, 2024 1,378 $ 199.88

Nonvested as of January 31, 2025 1,277 $ 224.15

Granted 764 234.64

4 unchanged sentences

Deferred stock units are valued at the market price of a share of the Company’s common stock on the date of grant and earn dividend equivalents.

For non-employee Directors, these awards vest on the earlier of the first anniversary of the grant date and the day immediately preceding the next Annual Meeting of Shareholders, subject to acceleration in certain circumstances, and are expensed on a straight-line basis over the requisite service period.

For non-employee Directors, these awards vest on the earlier of the first anniversary of the grant date or the day immediately preceding the next Annual Meeting of Shareholders, subject to acceleration in certain circumstances, and are expensed on a straight-line basis over the requisite service period.

Awards granted prior to 2022 vested immediately and were expensed on the grant date.

Deferred stock units granted to non-employee Directors in 2025, 2024, and 2023 are as follows:

(In thousands, except per share data) January 31, 2025 February 2, 2024 February 3, 2023

(In thousands, except per share data) January 30, 2026 January 31, 2025 February 2, 2024

Deferred shares granted to non-employee Directors 11 12 11

3 unchanged sentences

Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of the change.

Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed.

Compensation cost is not recognized for performance

share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed.

Performance share units do not have dividend rights.

5 unchanged sentences

The weighted-average assumptions used in the Monte Carlo simulations for these awards granted in 2025, 2024, and 2023 are as follows:

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

Weighted-average assumptions used:

9 unchanged sentences

Weighted-Average Grant-Date Fair Value Per Unit

Nonvested as of February 2, 2024 437 $ 206.23

Nonvested as of January 31, 2025 454 $ 227.46

Granted 146 225.57

2 unchanged sentences

Nonvested as of January 30, 2026 450 $ 235.07

1 The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements.

1 As of January 30, 2026, the maximum number of nonvested units that could vest under the provisions of the agreements was 0.9 million.

2 unchanged sentences

In general, these awards vest ratably over a three-year period from the date of grant.

Certain awards vest 50 % at the end of a two-year period from the date of grant and 50 % at the end of a three-year period from the date of grant, or vest 100 % at the end of a three-year period from the date of grant.

Certain awards vest 100 % at the end of a three-year period from the date of grant.

All awards are expensed on a straight-line basis over that period, which is considered to be the requisite service period.

4 unchanged sentences

(in thousands, except per share data) Shares Weighted-Average Grant-Date Fair Value Per Share

Nonvested as of February 2, 2024 476 $ 188.84

Nonvested as of January 31, 2025 452 $ 213.52

Granted 292 221.68

5 unchanged sentences

The ESPP is considered a liability award and is measured at fair value at each reporting date, and the share-based payment expense is recognized over the six-month offering period.

Under the ESPP, the Company issued 0.6 million shares of common stock in 2024, and 0.7 million shares of common stock in 2023 and 2022, and recognized share-based payment expense of $ 22 million, $ 21 million, and $ 20 million in 2024, 2023, and 2022, respectively.

Under the ESPP, the Company issued 0.6 million shares of common stock in 2025, 0.6 million shares of common stock in 2024, and 0.7 million shares of common stock in 2023, and recognized share-based payment expense of $ 22 million, $ 22 million, and $ 21 million in 2025, 2024, and 2023, respectively.

Employee Retirement Plans

5 unchanged sentences

The Company Match is invested identically to employee contributions and is immediately vested.

As of January 1, 2025, the 401(k) Plan allows participants to borrow from his or her account balance and receive required minimum distributions over the maximum time periods allowable under the Internal Revenue Code.

The Company maintains a Benefit Restoration Plan to supplement benefits provided under the 401(k) Plan to participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986.

5 unchanged sentences

The following is a reconciliation of the federal statutory tax rate to the effective tax rate:

January 31, 2025 February 2, 2024 February 3, 2023

(In millions, except percentage data) January 30, 2026 January 31, 2025 February 2, 2024

Statutory federal income tax rate $ 1,837 21.0 % $ 1,922 21.0 % $ 2,137 21.0 %

State income taxes, net of federal tax benefit 1

Valuation allowance ( 0.4 ) 0.7 5.5

Expiration of capital loss carryforward 0.1 — 2.5

Loss on divestiture of Canadian retail business — ( 1.0 ) ( 4.1 )

333 3.8 343 3.7 389 3.8

Other, net ( 77 ) ( 0.9 ) ( 69 ) ( 0.7 ) ( 77 ) ( 0.7 )

Effective tax rate $ 2,093 23.9 % $ 2,196 24.0 % $ 2,449 24.1 %

The components of the income tax provision/(benefit) are as follows:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

1 State taxes in CA, FL, PA, NY, VA, NC, TN, NJ, and SC contributed to the majority of the tax effect in this category.

The components of the income tax provision are as follows:

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Federal $ 1,443 $ 1,764 $ 1,955

3 unchanged sentences

Federal 236 — 3

State 8 2 ( 9 )

Total deferred 1

2 unchanged sentences

The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:

(In millions) January 31, 2025 February 2, 2024

(In millions) January 30, 2026 January 31, 2025

Deferred tax assets:

10 unchanged sentences

Operating lease right-of-use assets ( 1,136 ) ( 1,012 )

Goodwill and Other Intangibles ( 1,089 ) ( 37 )

Property ( 731 ) ( 315 )

1 unchanged sentence

Total deferred tax liabilities ( 3,055 ) ( 1,471 )

Net deferred tax assets $ 244 $ 248

As of January 31, 2025, and February 2, 2024, the Company had Canadian net operating loss carryforwards of $ 1 billion and $ 1.3 billion, respectively.

Net deferred tax (liabilities)/assets $ ( 1,039 ) $ 244

As of January 30, 2026, and January 31, 2025, the Company had Canadian net operating loss carryforwards of $ 1.1 billion and $ 1.0 billion, respectively.

The net operating losses expire in 2026 through 2043.

As of January 31, 2025, and February 2, 2024, the Company had capital loss carryforwards of $ 2.5 billion and $ 2.7 billion, respectively, for Canadian tax purposes which do not expire.

A valuation allowance of $ 1.0 billion and $ 1.1 billion was recorded as of January 31, 2025, and February 2, 2024, respectively.

As of January 30, 2026, and January 31, 2025, the Company had capital loss carryforwards of $ 2.7 billion and $ 2.5 billion, respectively, for Canadian tax purposes which do not expire.

A valuation allowance of $ 1.1 billion and $ 1.0 billion was recorded as of January 30, 2026, and January 31, 2025, respectively.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Unrecognized tax benefits, beginning of year $ 37 $ 37 $ 37

2 unchanged sentences

Unrecognized tax benefits, end of year $ 37 $ 37 $ 37

The unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $ 37 million as of January 31, 2025, and February 2, 2024.

The unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $ 37 million as of January 30, 2026, and January 31, 2025.

The net interest expense recognized by the Company related to uncertain tax positions was $ 3 million for 2025, $ 1 million for 2024, and $ 1 million for 2023.

The Company had $ 15 million and $ 14 million of accrued interest related to uncertain tax positions as of January 31, 2025, and February 2, 2024, respectively.

The Company had $ 18 million and $ 15 million of accrued interest related to uncertain tax positions as of January 30, 2026, and January 31, 2025, respectively.

No penalties were recognized related to uncertain tax positions for 2025, 2024, and 2023.

The Company had $ 4 million of accrued penalties related to uncertain tax positions as of January 31, 2025, and February 2, 2024, respectively.

The Company had $ 4 million of accrued penalties related to uncertain tax positions as of January 30, 2026, and January 31, 2025, respectively.

The Company is subject to examination by various foreign and domestic taxing authorities.

There are ongoing U.S.

state audits covering tax years 2015 to 2023.

Audits performed by the Canada Revenue Agency for fiscal years 2021 and 2022 and the Mexican Tax Administration Service for 2018 are on-going.

state audits coverin g tax years 2017 to 2024.

Audits performed by the Canada Revenue Agency for fiscal years 2021 and 2022 are on-going.

The Company remains subject to income tax examinations for fiscal years 2015 through 2024 .

7 unchanged sentences

The following table reconciles earnings per common share for 2025, 2024, and 2023:

(In millions, except per share data) January 31, 2025 February 2, 2024 February 3, 2023

(In millions, except per share data) January 30, 2026 January 31, 2025 February 2, 2024

Basic earnings per common share:

5 unchanged sentences

Basic earnings per common share $ 11.87 $ 12.25 $ 13.23

(In millions, except per share data) January 30, 2026 January 31, 2025 February 2, 2024

Diluted earnings per common share:

10 unchanged sentences

The Company is, from time to time, party to various legal proceedings considered to be in the normal course of business, none of which, individually or in the aggregate, are expected to be material to the Company’s financial statements.

In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these

In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these matters.

The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented.

18 unchanged sentences

The Company purchased services from this vendor in the amount of $ 237 million in 2025, $ 240 million in 2024, and $ 217 million in 2023.

Amounts payable to this vendor were insignificant to the Company as of January 31, 2025, and February 2, 2024.

Amounts payable to this vendor were insignificant to the Company as of January 30, 2026, and January 31, 2025.

Other Information

Interest – net is comprised of the following:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Long-term debt $ 1,487 $ 1,452 $ 1,438

6 unchanged sentences

Supplemental disclosures of cash flow information:

(In millions) January 31, 2025 February 2, 2024 February 3, 2023

(In millions) January 30, 2026 January 31, 2025 February 2, 2024

Cash paid for interest, net of amount capitalized $ 1,489 $ 1,475 $ 1,464

Cash paid for income taxes, net 1

$ 2,505 $ 1,648 $ 3,700

Non-cash investing and financing activities:

Cash dividends declared but not paid $ 673 $ 645 $ 633

1 Includes $ 401 million, $ 471 million, and $ 527 million of cash paid for state, local, and foreign income taxes in the years ended January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

2 See Note 7 for supplemental cash flow disclosures related to finance and operating leases.

Sales by product category:

January 31, 2025 February 2, 2024 February 3, 2023

January 30, 2026 January 31, 2025 February 2, 2024

(In millions, except percentage data) Total Sales % Total Sales % Total Sales %

3 unchanged sentences

Lawn & Garden 6,577 7.6 6,523 7.8 6,714 7.8

Kitchens & Bath 5,869 7.0 6,178 7.2 6,969 7.2

Hardware 6,029 7.0 6,045 7.2 6,072 7.0

Kitchens & Bath 5,866 6.8 5,889 7.0 6,169 7.1

Building Materials 5,539 6.4 5,414 6.5 5,268 6.1

Millwork 4,986 6.0 5,180 6.0 5,769 5.9

Paint 4,976 5.9 5,117 5.9 5,405 5.6

Rough Plumbing 5,107 5.9 4,935 5.9 5,014 5.8

Paint 5,000 5.8 4,979 6.0 5,117 5.9

Millwork 4,927 5.7 4,965 5.9 5,121 5.9

Tools 4,514 5.2 4,530 5.4 4,693 5.4

1 unchanged sentence

Flooring 4,044 4.7 4,068 4.9 4,355 5.0

Décor 3,862 4.6 4,156 4.8 5,274 5.4

Decor 3,726 4.3 3,857 4.6 4,156 4.8

Other 1,833 2.2 1,700 2.1 1,920 2.5

Retail Home Improvement 84,078 97.4 83,674 100.0 86,377 100.0

Other segment net sales 2,208 2.6 — — — —

Net sales $ 86,286 100.0 % $ 83,674 100.0 % $ 86,377 100.0 %

1 unchanged sentence

Segment Information

The Company’s home improvement operations represent a single operating segment designed to enable customers to purchase products and services seamlessly through all channels.

The Company’s chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer.

The CODM has the ultimate decision-making authority for resource allocation and assessing the performance of the Company.

Thereby, the CODM regularly reviews consolidated net earnings as the measure of segment profit or loss, as well as significant segment expenses included in the below table, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

The Company’s operations include one reportable operating segment, Retail Home Improvement, and the chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer.

Our operating segments reflect the way in which internally reported financial information is regularly reviewed by the CODM who has the ultimate decision-making authority for resource allocation and assessing performance of our segments.

• Retail Home Improvement Reportable Segment - We are engaged in retail operations that sell a wide assortment of home décor , hardlines, and building products both in stores and online throughout the United States.

In addition, we have specialists on-site to provide services, including home improvement installation services, and tool and equipment rental.

• Other - As discussed in Note 2 , in 2025, Lowe’s acquired FBM, a leading distributor of interior building products, and ADG, a nationwide provider of design, distribution and installation services for interior surface finishes.

FBM operations are organized into two lines of business and represent two operating segments, Ceilings and Wall Systems and Commercial Doors and Hardware.

ADG is deemed to be a separate operating segment, referred to as Interior Finishes.

These three operating segments do not meet the thresholds prescribed under ASC Topic 280 to be deemed a reportable segment, therefore, results from these operating segments are presented in “Other”.

The CODM regularly reviews operating income as the measure of each operating segment’s profit or loss, as well as significant segment expenses of our Retail Home Improvement segment to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

Corporate expenses are allocated to the individual operating segments.

The CODM also uses these measures in monitoring plan versus actual results.

The CODM does not review segment assets at a different asset level or category than those disclosed in the consolidated balance sheets.

The following presents the Company’s operating results, including significant segment expenses.

January 31, 2025 February 2, 2024 February 3, 2023

The following table presents the Company’s operating income results for its Retail Home Improvement reportable segment, including significant segment expenses:

January 30, 2026 January 31, 2025 February 2, 2024

(In millions, except percentage data) Amount % Sales Amount % Sales Amount % Sales

1 unchanged sentence

Cost of sales 55,615 66.15 55,797 66.68 57,533 66.61

Selling, general and administrative:

Employee compensation and benefits 11,147 13.26 10,830 12.94 10,801 12.50

1 unchanged sentence

Advertising 973 1.16 921 1.10 831 0.96

Impairment and (gain)/loss on sale of Canadian retail business ( 169 ) ( 0.20 ) ( 57 ) ( 0.07 ) 2,536 2.61

Other SG&A items 1

Other segment items 1

2,380 2.82 2,034 2.43 2,102 2.43

Selling, general and administrative:

16,432 19.54 15,682 18.74 15,570 18.02

Depreciation and amortization 1,808 2.15 1,729 2.07 1,717 1.99

Operating income $ 10,223 12.16 % $ 10,466 12.51 % $ 11,557 13.38 %

1 Other segment items primarily include financial services costs, technology service costs, insurance costs, impairment costs, and store environment initiative and display costs.

The following table presents a reconciliation of our Retail Home Improvement results to our consolidated totals:

January 30, 2026

Retail Home Improvement Other Consolidated

(In millions, except percentage data) Amount % Sales Amount % Sales Amount % Sales

Net sales $ 84,078 100.00 % $ 2,208 100.00 % $ 86,286 100.00 %

Operating income 10,223 12.16 ( 70 ) ( 3.17 ) 10,153 11.77

Interest – net 1,406 1.63

Pre-tax earnings 8,747 10.14

Income tax provision 2,093 2.43

Net earnings $ 6,654 7.71 %

1 Other SG&A items primarily include financial services costs, technology service costs, insurance costs, and store environment initiative and display costs.

Prior to 2025, Retail Home Improvement was our only operating segment and represented our total Company consolidated results.

Therefore, a reconciliation to our consolidated totals is not applicable for fiscal 2024 or 2023.

Subsequent Events

On February 20, 2026, the Supreme Court declared that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid as they exceeded the President’s authority.

Further, on March 4, 2026, the Court of International Trade ordered U.S.

Customs and Border Protection to liquidate all entries which are not final without regard to IEEPA duties.

We are evaluating these court rulings and will continue to monitor ongoing developments.

At this time, we are unable to reasonably estimate the extent to which the rulings will impact our consolidated financial position, consolidated results of operations, and consolidated cash flows for the fiscal year ending January 29, 2027.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data