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LOWES COMPANIES INC0000060667false00000606672024-08-202024-08-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2024
lowesgraphicimage01.jpg
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina 1-7898 56-0578072
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)
1000 Lowes Blvd., Mooresville, NC
28117
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(704) 758-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.50 per share LOW New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02    Results of Operations and Financial Condition.

On August 20, 2024, Lowe’s Companies, Inc. (the “Company”) issued a press release and related infographic, furnished as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing the Company’s financial results for its second quarter ended August 2, 2024.

The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LOWE’S COMPANIES, INC.
Date: August 20, 2024
By: /s/ Dan C. Griggs, Jr.
Name: Dan C. Griggs, Jr.
Title: Senior Vice President, Tax and Chief Accounting Officer

EX-99.1 2 exhibit991-08022024.htm PRESS RELEASE Document


Exhibit 99.1
lowesgraphicimage01.jpg
August 20, 2024
For 6:00 a.m. ET Release

LOWE’S REPORTS SECOND QUARTER 2024 SALES AND EARNINGS RESULTS
— Diluted EPS of $4.17; Adjusted Diluted EPS1 of $4.10 —
— Comparable Sales Decreased 5.1% —
— Updates Full Year 2024 Outlook —

MOORESVILLE, N.C., Aug. 20, 2024 – Lowe’s Companies, Inc. (NYSE: LOW) today reported net earnings of $2.4 billion and diluted earnings per share (EPS) of $4.17 for the quarter ended Aug. 2, 2024, compared to diluted EPS of $4.56 in the second quarter of 2023. During the second quarter, the Company recognized a $43 million pre-tax gain associated with the 2022 sale of the Canadian retail business. This positively impacted second quarter diluted EPS by $0.07. Excluding this gain, second quarter 2024 adjusted diluted EPS1 was $4.10.

Total sales for the quarter were $23.6 billion, compared to $25.0 billion in the prior-year quarter. Comparable sales for the quarter decreased 5.1% driven by continued pressure in DIY bigger ticket discretionary spending and unfavorable weather adversely impacting sales in seasonal and other outdoor categories, partially offset by positive comparable sales in Pro and online.

“The company delivered strong operating performance and improved customer service despite a challenging macroeconomic backdrop, especially for the homeowner. At the same time, we continue to build momentum with our Total Home strategy reflected by our mid-single-digit positive comps with the Pro customer this quarter,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “As we look ahead, we are confident that we are making the right long-term investments to take share when the market recovers. I’d like to extend my appreciation to our dedicated frontline associates who remain committed to serving our customers.”

As of Aug. 2, 2024, Lowe’s operated 1,746 stores representing 194.9 million square feet of retail selling space.

Capital Allocation
Through a disciplined capital program, the company continues to deliver long-term, sustainable shareholder value. During the quarter, the company repurchased approximately 4.4 million shares for $1.0 billion, and it paid $629 million in dividends.














1 Adjusted diluted earnings per share is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures Reconciliation” section of this release for additional information, as well as reconciliations between the Company’s GAAP and non-GAAP financial results.




Lowe’s Business Outlook

Based on lower-than-expected DIY sales and a pressured macroeconomic environment, the company is updating its outlook for the operating results of full year 2024.

Adjusted operating income, adjusted operating margin, adjusted effective income tax rate and adjusted diluted EPS are non-GAAP financial measures that exclude the gain associated with the 2022 sale of the Canadian retail business, recorded in the second quarter. The company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items (which may be significant) without unreasonable effort, including timing of adjustments associated with the sale of our Canadian retail business.

Full Year 2024 Outlook
•Total sales of $82.7 to $83.2 billion (previously $84 to $85 billion)
•Comparable sales expected to be down -3.5 to -4.0% as compared to prior year (previously down -2 to -3%)
•Adjusted operating income as a percentage of sales (adjusted operating margin) of 12.4 to 12.5% (previously 12.6 to 12.7%)
•Net interest expense of approximately $1.4 billion
•Adjusted effective income tax rate of approximately 24.5% (previously 25%)
•Adjusted diluted earnings per share of approximately $11.70 to $11.90 (previously $12.00 to $12.30)
•Capital expenditures of approximately $2 billion

A conference call to discuss second quarter 2024 operating results is scheduled for today, Tuesday, Aug. 20, at 9 a.m. ET. The conference call will be available by webcast and can be accessed by visiting Lowe’s website at ir.lowes.com and clicking on Lowe’s Second Quarter 2024 Earnings Conference Call Webcast. Supplemental slides will be available approximately 15 minutes prior to the start of the conference call. A replay of the call will be archived at ir.lowes.com.

Lowe’s Companies, Inc.

Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 16 million customer transactions a week in the United States. With total fiscal year 2023 sales of more than $86 billion, Lowe’s operates over 1,700 home improvement stores and employs approximately 300,000 associates. Based in Mooresville, N.C., Lowe’s supports the communities it serves through programs focused on creating safe, affordable housing and helping to develop the next generation of skilled trade experts. For more information, visit Lowes.com.


















Disclosure Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, share repurchases, and Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, interest rate and currency fluctuations, home price appreciation or decreasing housing turnover, age of housing stock, the availability of consumer credit and of mortgage financing, trade policy changes or additional tariffs, outbreaks of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, geopolitical or armed conflicts, acts of both domestic and international terrorism, and other factors that can negatively affect our customers.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

LOW-IR
    
###

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







Lowe’s Companies, Inc.
Consolidated Statements of Current Earnings and Accumulated Deficit (Unaudited)
In Millions, Except Per Share and Percentage Data
Three Months Ended Six Months Ended
August 2, 2024 August 4, 2023 August 2, 2024 August 4, 2023
Current Earnings Amount % Sales Amount % Sales Amount % Sales Amount % Sales
Net sales $ 23,586  100.00  $ 24,956  100.00  $ 44,950  100.00  $ 47,304  100.00 
Cost of sales 15,691  66.53  16,557  66.34  29,965  66.66  31,378  66.33 
Gross margin 7,895  33.47  8,399  33.66  14,985  33.34  15,926  33.67 
Expenses:
Selling, general and administrative 4,025  17.07  4,086  16.38  8,034  17.88  7,912  16.73 
Depreciation and amortization 423  1.79  427  1.71  851  1.89  841  1.78 
Operating income 3,447  14.61  3,886  15.57  6,100  13.57  7,173  15.16 
Interest – net 317  1.34  341  1.36  669  1.49  689  1.45 
Pre-tax earnings 3,130  13.27  3,545  14.21  5,431  12.08  6,484  13.71 
Income tax provision 747  3.17  872  3.50  1,294  2.88  1,551  3.28 
Net earnings $ 2,383  10.10  $ 2,673  10.71  $ 4,137  9.20  $ 4,933  10.43 
Weighted average common shares outstanding – basic
568  584  570  590 
Basic earnings per common share (1)
$ 4.18  $ 4.56  $ 7.24  $ 8.34 
Weighted average common shares outstanding – diluted
570  585  571  591 
Diluted earnings per common share (1)
$ 4.17  $ 4.56  $ 7.23  $ 8.32 
Cash dividends per share
$ 1.15  $ 1.10  $ 2.25  $ 2.15 
Accumulated Deficit
Balance at beginning of period $ (15,188) $ (15,310) $ (15,637) $ (14,862)
Net earnings 2,383  2,673  4,137  4,933 
Cash dividends declared (654) (641) (1,283) (1,266)
Share repurchases (883) (2,063) (1,559) (4,146)
Balance at end of period $ (14,342) $ (15,341) $ (14,342) $ (15,341)
(1)    Under the two-class method, earnings per share is calculated using net earnings allocable to common shares, which is derived by reducing net earnings by the earnings allocable to participating securities. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $2,377 million for the three months ended August 2, 2024, and $2,666 million for the three months ended August 4, 2023. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $4,127 million for the six months ended August 2, 2024, and $4,920 million for the six months ended August 4, 2023.

Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
In Millions, Except Percentage Data
  Three Months Ended Six Months Ended
  August 2, 2024 August 4, 2023 August 2, 2024 August 4, 2023
  Amount % Sales Amount % Sales Amount % Sales Amount % Sales
Net earnings $ 2,383  10.10  $ 2,673  10.71  $ 4,137  9.20  $ 4,933  10.43 
Foreign currency translation adjustments – net of tax
—  —  0.01  —  —  0.01 
Cash flow hedges – net of tax (3) (0.01) (3) (0.01) (6) (0.01) (6) (0.02)
Other
0.01  —  —  —  —  — 
Other comprehensive (loss)/income (1) —  —  (5) (0.01) (1) (0.01)
Comprehensive income $ 2,382  10.10  $ 2,675  10.71  $ 4,132  9.19  $ 4,932  10.42 





Lowe’s Companies, Inc.
Consolidated Balance Sheets (Unaudited)
In Millions, Except Par Value Data
August 2, 2024 August 4, 2023
Assets
Current assets:
Cash and cash equivalents $ 4,360  $ 3,494 
Short-term investments 330  374 
Merchandise inventory – net 16,841  17,422 
Other current assets 806  946 
Total current assets 22,337  22,236 
Property, less accumulated depreciation 17,515  17,373 
Operating lease right-of-use assets 3,819  3,650 
Long-term investments 292  182 
Deferred income taxes – net 184  230 
Other assets 787  850 
Total assets $ 44,934  $ 44,521 
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt $ 1,290  $ 592 
Current operating lease liabilities 552  534 
Accounts payable 10,336  10,333 
Accrued compensation and employee benefits 1,055  1,026 
Deferred revenue 1,417  1,566 
Other current liabilities 3,596  3,561 
Total current liabilities 18,246  17,612 
Long-term debt, excluding current maturities 34,659  35,839 
Noncurrent operating lease liabilities 3,738  3,611 
Deferred revenue – Lowe's protection plans 1,256  1,231 
Other liabilities 798  960 
Total liabilities 58,697  59,253 
Shareholders' deficit:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none —  — 
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 568 million and 582 million, respectively 284  291 
Capital in excess of par value —  12 
Accumulated deficit (14,342) (15,341)
Accumulated other comprehensive income 295  306 
Total shareholders' deficit (13,763) (14,732)
Total liabilities and shareholders' deficit $ 44,934  $ 44,521 
   





Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
Six Months Ended
August 2, 2024 August 4, 2023
Cash flows from operating activities:
Net earnings $ 4,137  $ 4,933 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 967  941 
Noncash lease expense 260  241 
Deferred income taxes 66  23 
(Gain)/loss on property and other assets – net (4) 23 
Gain on sale of business (43) (67)
Share-based payment expense 110  113 
Changes in operating assets and liabilities:
Merchandise inventory – net 53  1,109 
Other operating assets 129  224 
Accounts payable 1,679  (191)
Other operating liabilities 61  (1,381)
Net cash provided by operating activities 7,415  5,968 
Cash flows from investing activities:
Purchases of investments (628) (878)
Proceeds from sale/maturity of investments 571  811 
Capital expenditures (808) (765)
Proceeds from sale of property and other long-term assets 22  17 
Proceeds from sale of business 43  123 
Other – net —  (23)
Net cash used in investing activities (800) (715)
Cash flows from financing activities:    
Net change in commercial paper —  (499)
Net proceeds from issuance of debt —  2,983 
Repayment of debt (47) (45)
Proceeds from issuance of common stock under share-based payment plans 84  76 
Cash dividend payments (1,262) (1,257)
Repurchases of common stock (1,930) (4,356)
Other – net (21) (9)
Net cash used in financing activities (3,176) (3,107)
Net increase in cash and cash equivalents 3,439  2,146 
Cash and cash equivalents, beginning of period 921  1,348 
Cash and cash equivalents, end of period $ 4,360  $ 3,494 




Lowe’s Companies, Inc.
Non-GAAP Financial Measure Reconciliation (Unaudited)

To provide additional transparency, the Company has presented the non-GAAP financial measure of adjusted diluted earnings per share for the three months ended August 2, 2024. This measure excludes the impact of a certain item, further described below, not contemplated in Lowe’s Business Outlook to assist analysts and investors in understanding operational performance for the second quarter of fiscal 2024.

Fiscal 2024 Impacts
During fiscal 2024, the Company recognized financial impacts from the following, not contemplated in the Company's Business Outlook for fiscal 2024:

•In the second quarter of fiscal 2024, the Company recognized pre-tax income of $43 million consisting of a realized gain on the contingent consideration associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).

Adjusted diluted earnings per share should not be considered an alternative to, or more meaningful indicator of, the Company’s diluted earnings per share as prepared in accordance with GAAP. The Company’s methods of determining non-GAAP financial measures may differ from the method used by other companies and may not be comparable.

A reconciliation between the Company’s GAAP and non-GAAP financial results is shown below and available on the Company’s website at ir.lowes.com.
Three Months Ended
August 2, 2024
Pre-Tax Earnings
Tax1
Net Earnings
Diluted earnings per share, as reported $ 4.17 
Non-GAAP adjustments – per share impacts
Canadian retail business transaction (0.07) —  (0.07)
Adjusted diluted earnings per share $ 4.10 
1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

EX-99.2 3 exhibit992-08022024.htm EXHIBIT 99.2 exhibit992-08022024
Financial Highlights Marvin R. Ellison, Chairman & CEO ““The company delivered strong operating performance and improved customer service despite a challenging macroeconomic backdrop. Also, we continue to build momentum with our Total Home strategy reflected by our mid-single- digit positive comps with the Pro customer this quarter. As we look ahead, we are confident that we are making the right long-term investments to take share when the market recovers.” Q2 2024 RESULTS Pro Comp Sales up Mid-Single- Digits with double-digit online Pro growth -5.1% COMP SALES We returned $1.6 BILLION to our shareholders through dividends and share repurchases 33.5% GROSS MARGIN -19 basis points vs. LY $4.17 DILUTED EPS -9% vs. LY Leveraged new partnership with Lionel Messi to drive engagement in MyLowe’s Rewards DIY loyalty program Further expanded same-day delivery options with Uber Eats 14.6% OPERATING MARGIN -96 basis points vs. LY Comparable Sales Summary COMP TRANSACTIONS COMP $101.22 AVERAGE TICKET ONLINE SALES GROWTH -5.9% +0.8% +2.9% -5.1% -6.2% -6.5%>$500 $100-$500 <$100 5 of 15 Regions Delivered Comp Growth Above Company Average Product Category Performance Comp above company average in 6 of 14 product categories BUILDING MATERIALS ROUGH PLUMBING ELECTRICAL MILLWORK APPLIANCES HARDWARE Monthly Comp Sales Performance Comp Sales by Ticket Size -6.4% -4.1% -4.9% -1.2% -1.6% -2.0% 2024 2023 Q2 Total Home Strategy Updates 1. Adjusted Operating Margin and Adjusted Diluted EPS are non-GAAP financial measures. Refer to ir.lowes.com for a reconciliation of non-GAAP measures. MAY JUN JUL $4.10 ADJ. DILUTED EPS 1 -10% vs LY 14.4% ADJ. OPERATING MARGIN 1 -114 basis points vs. LY Exhibit 99.2


 
Market Share Acceleration Drive Pro penetration Accelerate online business Expand installation services Drive localization Elevate assortment Total Home Strategy Providing a full complement of products and services for Pros and Consumers alike, enabling a Total Home solution for every need in the home


 
Q2 2024 Reconciliation of Non-GAAP Measures Management of Lowe's Companies, Inc. (the Company) uses certain non-GAAP financial measures to provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. These non-GAAP financial measures should not be considered alternatives to, or more meaningful indicators of, the Company's financial measures as prepared in accordance with GAAP. The Company's methods of determining these non-GAAP financial measures may differ from the methods used by other companies and may not be comparable. The Company has provided the following non-GAAP financial measures to assist the user in comparing its operating performance for the three months ended August 2, 2024: adjusted operating income, adjusted operating margin, and adjusted diluted earnings per share. These measures exclude the impacts of a certain item, further described below, not contemplated in Lowe's Business Outlook. Fiscal 2024 Impacts During fiscal 2024, the Company recognized financial impacts from the following, not contemplated in the Company's Business Outlook for fiscal 2024: • In the second quarter of fiscal 2024, the Company recognized pre-tax income of $43 million consisting of a realized gain on the contingent consideration associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction). The following provides a reconciliation of the Company's non-GAAP financial measures to the most directly comparable GAAP financial measures: Three Months Ended Adjusted Operating Income (in millions, except percentage data) August 2, 2024 Operating Income, As Reported $ 3,447 Canadian retail business transaction (43) Adjusted Operating Income $ 3,404 Operating Margin, % of Sales, As Reported 14.61 % Adjusted Operating Margin, % of Sales 14.43 % Three Months Ended August 2, 2024 Adjusted Diluted Earnings Per Share Pre-Tax Earnings Tax 1 Net Earnings Diluted Earnings Per Share, As Reported $ 4.17 Canadian retail business transaction (0.07) — (0.07) Adjusted Diluted Earnings Per Share $ 4.10 1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.


 
Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, share repurchases, and Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, interest rate and currency fluctuations, home price appreciation or decreasing housing turnover, age of housing stock, the availability of consumer credit and of mortgage financing, trade policy changes or additional tariffs, outbreaks of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, geopolitical or armed conflicts, acts of both domestic and international terrorism, and other factors that can negatively affect our customers. Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.