LOWES COMPANIES, INC. (NYSE:LOW) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On May3, 2017, Lowes Companies, Inc. (the Company) issued an
aggregate of $3.0billion of unsecured notes, consisting of
$1.5billion aggregate principal amount of its 3.50% Notes due
May3, 2027 (the 2027 Notes) and $1.5billion aggregate principal
amount of its 4.050% Notes due May3, 2047 (the 2047 Notes and,
together with the 2027 Notes, the Notes). The Company received
net proceeds, after expenses, of approximately $2.96billion from
the issuance of the Notes.

The Notes are governed by and were issued to the terms of an
Amended and Restated Indenture, dated as of December1, 1995 (the
Base Indenture), between the Company and U.S. Bank National
Association, as successor trustee (the Trustee), as supplemented
by a Fourteenth Supplemental Indenture, dated as of May3, 2017,
between the Company and the Trustee (the Fourteenth Supplemental
Indenture and, together with the Base Indenture, the Indenture).

The Notes are unsecured obligations and rank equally with the
Companys existing and future unsecured senior indebtedness. The
Indenture contains covenants restricting the issuance of debt by
the Companys subsidiaries but does not restrict the Company from
incurring additional indebtedness. Each series of the Notes is a
new issue of securities with no established trading market. The
Company does not intend to apply for the listing of any series of
the Notes on any securities exchange or for quotation of such
Notes on any automated dealer quotation system.

The 2027 Notes will mature on May3, 2027 and the 2047 Notes will
mature on May3, 2047, in each case, unless earlier redeemed or
repurchased by the Company. The 2027 Notes will bear interest at
a rate of 3.50% per annum and the 2047 Notes will bear interest
at a rate of 4.050% per annum. The Company will pay interest on
the Notes semiannually in arrears on each May3 and November3,
commencing November3, 2017. Interest will be computed on the
basis of a 360-day year composed of twelve 30-day months.
Payments of principal and interest to owners of book-entry
interests will be made in accordance with the procedures of The
Depository Trust Company and its participants in effect from time
to time.

At any time prior to the date that is three months (with respect
to the 2027 Notes) or six months (with respect to the 2047 Notes)
prior to the applicable maturity date for such series of Notes,
the Notes of each series will be redeemable, in whole at any time
or in part from time to time, at the Companys option, at a
redemption price, to be calculated by the Company, equal to the
greater of (i) 50% of the principal amount of the Notes to be
redeemed or (ii)the sum of the present values of the remaining
scheduled payments of principal and interest on such Notes that
but for the redemption would be due after the related redemption
date through the applicable par call date with respect to the
series of Notes being redeemed, assuming the notes matured on the
first par call date (not including any portion of such payments
of interest accrued as of the date of redemption), discounted to
the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as
defined in the Fourteenth Supplemental Indenture), plus 15 basis
points with respect to the 2027 Notes, and 20 basis points with
respect to the 2047 Notes; plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption.

On or after the date that is three months (with respect to the
2027 Notes) or six months (with respect to the 2047 Notes) prior
to the applicable maturity date for such series of Notes, the
2027 Notes and the 2047 Notes will be redeemable, in whole at any
time or in part from time to time, at the Companys option, at par
plus accrued and unpaid interest thereon to, but excluding, the
date of redemption.

In addition, upon a Change of Control Triggering Event (as
defined in the Fourteenth Supplemental Indenture), the holders of
the Notes may require the Company to repurchase all or any part
of their Notes at a purchase price of 101% of the principal
amount, plus accrued and unpaid interest, if any, on such Notes
to the date of purchase (unless the Company has exercised its
right to redeem the Notes).

The Trustee and/or its affiliates have engaged in, and may in the
future engage in, commercial dealings in the ordinary course of
business with the Company or its affiliates, including investment
banking services and acting as lenders under various loan
facilities. In particular, the Trustee is a participant in the
Companys senior credit facility described in the Companys filings
with the Securities and Exchange Commission (the Commission), and
U.S. Bancorp Investments, Inc., an affiliate of the Trustee, was
one of the underwriters in the offering of the Notes. The Trustee
and/or its affiliates have received, or may in the future
receive, customary fees and commissions or other payments for
these transactions.

The foregoing summaries of documents described above do not
purport to be complete and are qualified in their entirety by
reference to the full text of such documents, which are filed as
exhibits hereto or otherwise on file with the Commission.

The disclosure required by this Item and included in Item 1.01
above and in Item 1.01 of the Companys Current Report on Form
8-K filed with the
Commission on April19, 2017 is incorporated by reference, and the
description of the Notes incorporated herein is qualified in its
entirety by reference to the Indenture and the forms of Global
Notes which are included in Exhibit 4.1 filed herewith.

On May3, 2017, the
Company issued a press release announcing the early tender
results of its previously announced cash tender offer for certain
of its outstanding debt securities, a copy of which is filed
herewith as Exhibit 99.1 and incorporated herein by
reference.

Additionally, on
May3, 2017, the Company issued a press release announcing the
pricing terms of its previously announced cash tender offer for
certain of its outstanding debt securities, a copy of which is
filed herewith as Exhibit 99.2 and incorporated herein by
reference.

About LOWE’S COMPANIES, INC. (NYSE:LOW)

Lowe’s Companies, Inc. (Lowe’s) is a home improvement retailer. The Company operates approximately 1,860 home improvement and hardware stores, representing approximately 200 million square feet of retail selling space. The Company operates approximately 1,800 stores located across over 50 states in the United States, including approximately 80 Orchard Supply Hardware (Orchard) stores in California and Oregon, as well as approximately 40 stores in Canada and over 10 stores in Mexico. The Company operates through the home improvement retail operations segment. The Company offers a range of products for maintenance, repair, remodeling and decorating. The Company offers home improvement products in categories, including Lumber and Building Materials; Tools and Hardware; Appliances; Fashion Fixtures; Rough Plumbing and Electrical; Lawn and Garden; Seasonal Living; Paint; Flooring; Millwork; Kitchens; Outdoor Power Equipment, and Home Fashions.

LOWE’S COMPANIES, INC. (NYSE:LOW) Recent Trading Information

LOWE’S COMPANIES, INC. (NYSE:LOW) closed its last trading session up +0.14 at 85.53 with 3,709,870 shares trading hands.