10-K 0000060667-26-000029 (2026-03-23) vs 10-K 0000060667-25-000049 (2025-03-24)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 8,014 |
7.3% |
| MD&A | Item 7 | 4,567 |
23.8% |
| Legal Proceedings | Item 3 | 310 |
21.4% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 4,827 |
17.5% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 171 words changed in this paragraph; it is 58% similar to last year's version.
The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us to, and will continue to require us to, deliver large, complex programs requiring integrated planning, initiative prioritization, and program sequencing. These initiatives have required, and will continue to require, new competencies in many positions, and our management, associates, and contractors have had to, and will need to continue to, adapt and learn new skills and capabilities. To the extent they are unable or unwilling to make these changes, we may be unable to realize the full benefits of our strategic initiatives and expand our relevant market access. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off. In addition, to support our strategic initiatives and the related technology investments needed to implement our strategic investments, we must attract and retain a large number of skilled professionals, including technology professionals. The market for these professionals is increasingly competitive. Our results of operations, financial condition, or business prospects could also be adversely affected if we fail to provide a consistent experience for our customers, regardless of sales channel, if our technology systems do not meet our customers’ expectations, if we are unable to counteract new developments and innovations implemented by our competitors, or if we are unable to attract, retain, and manage the talent succession of additional personnel at various levels of the Company who have the skills and capabilities we need to implement our strategic initiatives and drive the changes that are essential to successfully adapting our business concept in the rapidly changing retail environment.
Source: Item 1A, 10-K 0000060667-26-000029 vs Item 1A, 10-K 0000060667-25-000049
MD&A 114 words changed in this paragraph; it is 51% similar to last year's version.
We have In fiscal 2025, we entered into a $2.0 billion five-year unsecured revolving third amended and restated credit agreement (the Third Amended and Restated (2025 Credit Agreement), with a syndicate of banks, which has a maturity date of December 2026 and an aggregate availability of $2.0 billion. We also have a 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 Restated Credit Agreement). We also have 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. Subject to obtaining commitments from Under the lenders and satisfying other conditions specified in the Third Amended and Restated Credit Agreement and amendment, borrowings under the 2023 Credit Agreement (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of the Credit Agreements by an additional $1.0 billion. will no longer be subject to a SOFR credit spread adjustment.
Source: Item 7, 10-K 0000060667-26-000029 vs Item 7, 10-K 0000060667-25-000049
Legal Proceedings 107 words changed in this paragraph; it is 51% similar to last year's version.
the Toxic Substances Control Act, the EPA’s Lead Renovation, Repair and Painting Rules, and with an EPA civil consent decree that the Company entered into in 2014 in the context of projects in homes constructed before 1978. In the third quarter of fiscal 2023, the EPA’s Region 5 and other EPA and U.S. Department of Justice representatives informed the Company that they have identified possible deviations from the consent decree. While we cannot predict On November 25, 2025, the ultimate outcomes Company, without admitting liability, agreed to resolve the matter by payment of these matters, we do not expect them a civil penalty of $12,500,000 and by entering into a second consent decree to have replace the 2014 consent decree. The second consent decree was lodged in the U.S. District Court for the Central District of California and is subject to a material adverse effect on our consolidated financial condition, results of operations, or cash flows. public comment period and court approval.
Source: Item 3, 10-K 0000060667-26-000029 vs Item 3, 10-K 0000060667-25-000049
Accounting Policies 73 words changed in this paragraph; it is 52% similar to last year's version.
Lowe’s Companies, Inc. and subsidiaries (the Company) is the world’s second-largest home improvement retailer and operated 1,748 1,759 stores and outlets in the United States as of January 31, 2025. On February 3, 2023, 30, 2026. In addition, Lowe’s completed operates over 540 branch locations in the sale United States and Canada, which include our current year acquisitions 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, Foundation Building Materials (FBM) and Dick’s Lumber. Artisan Design Group (ADG). See Note 6 2 for information on this divestiture. these acquisitions.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000060667-26-000029 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000060667-25-000049
Every change, by type
Sentences and paragraphs of LOW's Risk Factors and MD&A, 10-K 2026-03-23 against 10-K 2025-03-24.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
inputs could materially affect our profitability. In addition, we use natural gas, diesel fuel, gasoline and electricity in our operations, all of which could face increased regulation as a result of climate change or other environmental concerns.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedRisk Factors
access the public debt markets, we may be required to find other sources of capital, which may result in increased borrowing costs and restrict our ability to operate.
Read it in 10-K 2026-03-23 at sec.gov ↗
RemovedRisk Factors
The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us to, and will continue to require us to, deliver large, complex programs requiring
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedRisk Factors
offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our business and results of operations.
Read it in 10-K 2025-03-24 at sec.gov ↗
RewordedRisk Factors
Performance issues with these customer-facing technology systems, including temporary outages caused systems failures or interruptions, defects, capacity constraints, human error, natural disasters, power loss, failures by third parties, and cybersecurity threats such as distributed denial of service, service attacks, ransomware, phishing and other attempts to gain unauthorized access to or other cyber-attacks, disrupt systems or data, or a complete failure of one or more of them without a disaster recovery plan that can be quickly implemented, could quickly destroy the positive benefits they provide to our home improvement business and negatively affect our customers’ perceptions of Lowe’s as a reliable online vendor and source of information about home improvement products and services.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
In addition, to support our strategic initiatives and the related technology investments needed to implement our strategic investments, we must attract and retain a large number of skilled professionals, including technology professionals.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
As the regulatory environment relating to retailers’ and other companies’ obligation to protect personal information becomes stricter, a material failure on our part to comply with applicable regulations could subject us to fines, other regulatory sanctions, or government investigation, and potentially to lawsuits brought by private individuals, regulators or states’ attorney general.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
Access to the Internet from computers, tablets, smartphones and other mobile communication devices has empowered our customers and changed the way they customers shop and how we interact with them. us.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
Our access to capital markets depends on our strong credit ratings, the overall condition of such capital markets and markets, our operating performance. performance and reputation with potential lenders.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
In addition, the use of social media platforms and other technologies has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other actions. actions that could have an adverse effect.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we experience delays in inventory, increased delivery costs, or merchandise out-of-stocks that could lead to lost sales and sales, decreased customer confidence, and adversely affect our results of operations. operations and business performance.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
We rely on cash flows from operations, as well as continued access to capital markets on both a short-term and long-term basis, as needed, to fund our operations, make strategic investments to support long-term growth, such as the acquisitions of FBM and ADG, return excess cash to shareholders in the form of dividends and share repurchases, and repay debt maturities as they become due.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
In particular, the Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, distribution and replenishment systems, as well as certain accounting and finance systems.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
We regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, investments and other growth, market and geographic expansion strategies, such as FBM and ADG in 2025, with the expectation that these transactions will result in increases in sales, cost savings, synergies, and other various benefits.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
Additionally, in fiscal 2024, 2025, we continued to operate in an environment with inflationary pressures and higher interest rates, affordability concerns, which has adversely impacted consumer discretionary spending.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedRisk Factors
Financial instability among key vendors, political instability, geopolitical or armed conflicts, and labor unrest in source countries or elsewhere in our supply chain, changes in the total costs in our supply chain (including fuel), labor costs or labor shortages among our vendors, port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, work stoppages, stoppages or slowdowns, government shutdowns, shipping capacity restraints, shipping delays and disruptions, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions, fluctuations in transport availability, capacity, and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
During 2025, we continued to drive progress across all five key initiatives of our Total Home strategy, which was reflected in the strength we delivered with our Pro customers, online, and home services. Our Total Home strategic initiatives have appealed to both the value-conscious homeowner and the busy Pro customer.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
To expand our Pro customer market, we completed the acquisitions of FBM and ADG. We believe these acquisitions, along with our retail home improvement business, provide the large Pro customer with everything they need for the interior space of the home and position the Company to benefit when there is a recovery in the housing industry.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
In addition, we continued to deliver on our Perpetual Productivity Improvement (PPI) initiatives, including completing the rollout of our front-end transformation across our store portfolio, streamlining our Freight Flow process, and driving inventory productivity while also navigating dynamic trade policies and tariffs.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
Given the persistent volatility in the housing macro environment, heading into 2026 we continue our focus on our PPI initiatives and managing what is within our control. We are pleased with our current track record of disciplined execution and are confident we are making the right investments to continue to deliver long-term sales growth and sustainable shareholder value.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
2 In the first quarter of fiscal 2025, the Company adjusted its customer transactions metric to exclude certain order modifications which were previously included as a separate transaction. The prior year periods have been adjusted to align with the current period presentation.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
3 Customer transactions and average ticket represent metrics used by management to evaluate performance of our retail locations.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
During fiscal 2025, we had comparable sales increases in five of 14 product categories, including Rough Plumbing, Appliances, Building Materials, Lawn & Garden, and Paint. Strength in these categories reflects continued growth with our Pro customer and online, as well as our broad assortment of appliances available next-day to our customers in the majority of zip codes in the United States.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
•In fiscal 2025, the Company recognized pre-tax expenses of $321 million consisting of transaction costs and intangible asset amortization related to the acquisitions of Artisan Design Group and Foundation Building Materials (Acquisition of businesses).
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
In fiscal 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.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition-date fair value of the net identifiable assets acquired and liabilities assumed. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill due to the use of preliminary information in our initial estimates. Subsequent to the measurement period, any adjustments are recorded to earnings.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. Specifically, for the acquisitions of ADG and FBM, we used the multi-period excess earnings method to value Customer Relationships and the relief from royalty method to value Tradenames. The significant assumptions used to estimate the fair value of intangibles included forecasted revenues and expenses, growth rates, royalty rates, attrition rates, and discount rates.
Read it in 10-K 2026-03-23 at sec.gov ↗
AddedMD&A
Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value of the intangible assets acquired.
Read it in 10-K 2026-03-23 at sec.gov ↗
RemovedMD&A
1 The fiscal year ended February 3, 2023 had 53 weeks. The fiscal years ended January 31, 2025 and February 2, 2024 had 52 weeks.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
Macroeconomic factors, such as ongoing inflation and higher interest rates resulting in depressed levels of housing turnover, continued to exert downward pressure on big-ticket DIY discretionary spending in fiscal 2024. Despite these factors, we generated positive Pro customer comparable sales and increased Pro penetration for the year. This is the result of our cumulative investments in the right brands and products, greater inventory depth, improved job site delivery, dedicated service levels, and the Pro customer digital experience. In addition, our strong online performance gives us confidence that our focus on an intuitive user experience and omnichannel fulfillment capabilities, specifically more same-day delivery options and an improved Buy Online Pickup in Store experience, are resonating with our customers.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
The core demand drivers of our business that we track remain unchanged: disposable personal income, home price appreciation, and the age of the housing stock. We believe these drivers will sustain long-term demand as homeowners invest in repairs and upgrades. Trends such as millennial household formation, the elderly preference to age in place, and the persistence of remote work also support home improvement market demand. While these demand drivers remain supportive, broader market uncertainties also exist around tariffs, tax policy, and the overall geopolitical environment. We remain focused on delivering strong operating performance, while continuing to make the right long-term investments for growth. This includes executing at a high level through the near-term market pressures by driving productivity, managing costs, and investing in our updated Total Home strategy while continuing to drive sustainable, long-term shareholder value.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
1 The fiscal year ended February 3, 2023 had 53 weeks. The fiscal years ended January 31, 2025 and February 2, 2024 had 52 weeks.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
basis points, 25 basis points, and 45 basis points, respectively. The comparable sales calculation for fiscal 2022 was calculated using sales for a comparable 52-week period.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
During fiscal 2024, we had comparable sales increases in Building Materials. An additional four product categories performed above the Company average, including Hardware, Rough Plumbing, Appliances, and Millwork. Strength in Building Materials reflects strong demand from Pro customers. Our DIY customer categories were impacted by lower DIY discretionary demand, particularly in bigger-ticket interior projects.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
3 For the year ended January 31, 2025, February 2, 2024, and February 3, 2023, return on invested capital was impacted by approximately 44 basis points, 19 basis points, and -800 basis points, respectively, as a result of the sale of the Canadian retail business.
Read it in 10-K 2025-03-24 at sec.gov ↗
RemovedMD&A
The Third Amended and Restated Credit Agreement and the 2023 Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants as of January 31, 2025.
Read it in 10-K 2025-03-24 at sec.gov ↗
RewordedMD&A
(In millions, except for interest rate data) 2025 2024 2023 Net proceeds from issuance of debt $ 6,974 $ — $ 2,983 Repayment of debt $ (2,587) $ (545) $ (601) Net change in commercial paper $ — $ (499) — Maximum commercial paper outstanding at any period $ 500 $ 250 $ 2,195 Short-term borrowings outstanding at year-end $ — $ — Weighted-average interest rate of short-term borrowings outstanding — % — %
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Comparable sales for fiscal 2024 decreased 2.7%, 2025 increased 0.2%, consisting of a 3.0% increase in comparable average ticket, partially offset by a 2.8% decrease in comparable customer transactions, and a 0.3% increase in comparable average ticket. transactions.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Other Metrics 2025 2024 2023 20221 Comparable sales decrease2 increase/(decrease)1 0.2 % (2.7) % (4.7) % (0.9) % Total customer Customer transactions (in millions) 809 835 937 millions)2,3 780 801 827 Average ticket3 $ 103.37 106.13 $ 103.51 102.93 $ 103.64 102.47 At end of year:
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
The gross margin decrease increase for the year was primarily driven by investments favorability from credit revenue and improvements in our supply chain, inventory shrink, partially offset by productivity initiatives. the operational cost structure of acquisitions during 2025.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
There 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 as of January 31, 2025. Agreements.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Income tax adjustment1 2,473 2,552 2,819 2,970 Lease adjusted net operating profit after tax $ 7,859 $ 8,088 $ 8,895 $ 7,352 Denominator Average debt and shareholders’ deficit2 $ 30,104 $ 25,270 $ 24,418 $ 24,155 Net earnings to average debt and shareholders’ deficit 22.1 % 27.5 % 31.6 % 26.6 % Return on invested capital3 capital 26.1 % 32.0 % 36.4 % 30.4 %
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Net cash used in investing activities is primarily consists driven by our acquisitions of ADG and FBM, which used $10.1 billion in fiscal year 2025, in addition to transactions related to capital expenditures.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
(In millions) 2025 2024 2023 Interest expense, net of amount capitalized $ 1,471 $ 1,445 $ 1,459 Amortization of original issue discount and loan costs 25 24 23 Interest on tax uncertainties 3 1 3 Interest income (121) (159) (101) Other 28 — Interest – net $ 1,406 $ 1,313 $ 1,382
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Depreciation and Amortization – Depreciation and amortization expense deleveraged eight 18 basis points for fiscal 2024 2025 as a percentage of sales compared to fiscal 2023. 2024, primarily due to amortization of intangible assets of acquired businesses in 2025.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Comparable sales change during each quarter of the fiscal year, as reported, were declines a decline of 4.1% 1.7% in the first quarter, 5.1% an increase of 1.1% in the second quarter, 1.1% an increase of 0.4% in the third quarter, and an increase of 0.2% 1.3% in the fourth quarter.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
Comparable sales include online sales, which positively impacted comparable sales in fiscal 2025, fiscal 2024, fiscal 2023, and fiscal 2022 2023 by approximately 105 basis points, 50 basis points, and 25 basis points, respectively.
Read it in 10-K 2026-03-23 at sec.gov ↗
RewordedMD&A
The 2025 Credit Agreements Agreement and the 2023 Credit Agreement (collectively the Long-Term Credit Agreements) support our the Company’s commercial paper program.
Read it in 10-K 2026-03-23 at sec.gov ↗
