Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

a) 1. Financial Statements

See the following items and page numbers appearing in Item 8 of this Annual Report:


						Page No.

			Reports of Independent Registered Public Accounting Firm			35

			Consolidated Statements of Earnings for each of the three fiscal years in the period ended January 2 8 , 202 2			38

			Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended January 2 8 , 202 2			38

			Consolidated Balance Sheets at January 2 8 , 202 2 and January 29 , 202 1			39

			Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period ended January 2 8 , 202 2			40

			Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 2 8 , 202 2			41

			Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 2 8 , 202 2			42


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2. Financial Statement Schedule

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


(In millions)	Balance at beginning of period		Charges to costs and expenses			Deductions			Balance at end of period

January 28, 2022:
Reserve for loss on obsolete inventory	$	182	$	—		$	(14)	1	$	168
Reserve for inventory shrinkage	365		845			(796)		2	414
Reserve for sales returns	252		—			(7)			245
Deferred tax valuation allowance	601		—			(11)		3	590
Self-insurance liabilities	1,093		1,759			(1,736)		4	1,116
Reserve for exit activities	69		—			(15)			54

January 29, 2021:
Reserve for loss on obsolete inventory	$	105	$	77	1	$	—		$	182
Reserve for inventory shrinkage	244		907			(786)		2	365
Reserve for sales returns	194		58			—			252
Deferred tax valuation allowance	561		40		3	—			601
Self-insurance liabilities	1,104		1,568			(1,579)		4	1,093
Reserve for exit activities	88		—			(19)			69

January 31, 2020:
Reserve for loss on obsolete inventory	$	78	$	27	1	$	—		$	105
Reserve for inventory shrinkage	222		533			(511)		2	244
Reserve for sales returns	194		—			—			194
Deferred tax valuation allowance	569		—			(8)		3	561
Self-insurance liabilities	953		1,711			(1,560)		4	1,104
Reserve for exit activities	361		—			(273)		5	88

1 Represents the net (decrease)/increase in the required reserve based on the Company’s evaluation of obsolete inventory.

2 Represents the actual inventory shrinkage experienced at the time of physical inventories.

3 Represents a (decrease)/increase in the required reserve based on the Company’s evaluation of deferred tax assets.

4 Represents claim payments for self-insured claims.

5 Primarily represents the elimination of exit activity reserves related to rent liabilities upon adoption of ASU 2016-02, Leases (Topic 842), as of February 2, 2019.


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3. Exhibits


Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
3.1		Restated Charter of Lowe’s Companies, Inc.		10-Q		001-07898		3.1		September 1, 2009

3.2		Bylaws of Lowe’s Companies, Inc., as amended and restated May 29, 2020.		8-K		001-07898		3.1		June 2, 2020

4.1		Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.		8-K		001-07898		4.1		December 15, 1995

4.2		Form of Lowe’s Companies, Inc.’s 6 7/8% Debentures due February 15, 2028.		8-K		001-07898		4.2		February 20, 1998

4.3		First Supplemental Indenture, dated as of February 23, 1999, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.		10-K		001-07898		10.13		April 19, 1999

4.4		Form of Lowe’s Companies, Inc.’s 6 1/2% Debentures due March 15, 2029.		10-K		001-07898		10.19		April 19, 1999

4.5		Third Supplemental Indenture, dated as of October 6, 2005, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.5% Notes maturing in October 2035.		10-K		001-07898		4.5		April 3, 2007

4.6		Fourth Supplemental Indenture, dated as of October 10, 2006, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as an exhibit thereto a form of Lowe’s Companies, Inc.’s 5.80% Notes maturing in October 2036.		S-3 (POSASR)		333-137750		4.5		October 10, 2006

4.7		Fifth Supplemental Indenture, dated as of September 11, 2007, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 6.10% Notes maturing in September 2017 and a form of Lowe’s Companies, Inc.’s 6.65% Notes maturing in September 2037.		8-K		001-07898		4.1		September 11, 2007


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.8		Sixth Supplemental Indenture, dated as of April 15, 2010, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 4.625% Notes maturing in April 2020 and a form of Lowe’s Companies, Inc.’s 5.800% Notes maturing in April 2040.		8-K		001-07898		4.1		April 15, 2010

4.9		Eighth Supplemental Indenture, dated as of November 23, 2011, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.800% Notes maturing in November 2021 and a form of Lowe’s Companies, Inc.’s 5.125% Notes maturing in November 2041.		8-K		001-07898		4.1		November 23, 2011

4.10		Ninth Supplemental Indenture, dated as of April 23, 2012, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 1.625% Notes maturing in April 2017, a form of Lowe’s Companies, Inc.’s 3.120% Notes maturing in April 2022 and a form of Lowe’s Companies, Inc.’s 4.650% Notes maturing in April 2042.		8-K		001-07898		4.1		April 23, 2012

4.11		Tenth Supplemental Indenture, dated as of September 11, 2013, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s 3.875% Notes maturing in September 2023 and a form of Lowe’s Companies, Inc.’s 5.000% Notes maturing in September 2043.		8-K		001-07898		4.1		September 11, 2013

4.12		Eleventh Supplemental Indenture, dated as of September 10, 2014, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2019, a form of Lowe’s Companies, Inc.’s 3.125% Notes maturing in September 2024 and a form of Lowe’s Companies, Inc.’s 4.250% Notes maturing in September 2044.		8-K		001-07898		4.1		September 10, 2014


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.13		Twelfth Supplemental Indenture, dated as of September 16, 2015, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in September 2018, a form of Lowe’s Companies, Inc.’s 3.375% Notes maturing in September 2025 and a form of Lowe’s Companies, Inc.’s 4.375% Notes maturing in September 2045.		8-K		001-07898		4.1		September 16, 2015

4.14		Thirteenth Supplemental Indenture, dated as of April 20, 2016, to the Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as trustee, including as exhibits thereto a form of Lowe’s Companies, Inc.’s Floating Rate Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 1.15% Notes maturing in April 2019, a form of Lowe’s Companies, Inc.’s 2.50% Notes maturing in April 2026 and a form of Lowe’s Companies, Inc.’s 3.70% Notes maturing in April 2046.		8-K		001-07898		4.1		April 20, 2016

4.15		Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of 3.100% Notes due May 3, 2027 and a form of 4.050% Notes due May 3, 2047.		8-K		001-07898		4.1		May 3, 2017

4.16		Fifteenth Supplemental Indenture, dated as of April 5, 2019, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 3.650% Notes due April 5, 2029 and a form of 4.550% Notes due April 5, 2049.		8-K		001-07898		4.2		April 5, 2019

4.17		Sixteenth Supplemental Indenture, dated as of March 26, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 4.000% Notes due April 15, 2025, a form of 4.500% Notes due April 15, 2030, a form of 5.000% Notes due April 15, 2040 and a form of 5.125% Notes due April 15, 2050.		8-K		001-07898		4.2		March 27, 2020


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.18		Seventeenth Supplemental Indenture, dated as of October 22, 2020, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 1.300% Notes due April 15, 2028, a form of 1.700% Notes due October 15, 2030 and a form of 3.000% Notes due October 15, 2050.		8-K		001-07898		4.2		October 22, 2020

4.19		Eighteenth Supplemental Indenture, dated as of March 31, 2021, between Lowe’s Companies, Inc. and U.S. Bank National Association (as successor trustee), including as exhibits thereto a form of 2.625% Notes due April 1, 2031 and a form of 3.500% Notes due April 1, 2051.		8-K		001-07898		4.2		March 31, 2021

4.20		Nineteenth Supplemental Indenture, dated as of September 20, 2021, between Lowe’s Companies, Inc. and U.S. Bank Association (as successor trustee), including as exhibits thereto a form of 1.700% Notes due September 15, 2028 and a form of 2.800% Notes due September 15, 2041.		8-K		001-07898		4.2		September 20, 2021

4.21		Credit Agreement, dated as of March 23, 2020, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing-line lender, and a letter of credit issuer, U.S. Bank National Association, as syndication agent and a letter of credit issuer, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto.		8-K		001-07898		10.1		March 24, 2020

4.22		Amendment No. 1 to Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, and the other lenders party thereto.		8-K		001-07898		10.2		December 15, 2021

4.23		364-day Term Loan Facility, dated as of April 22, 2021, by and between Lowe’s Companies, Inc. and Wells Fargo Bank, National Association.		8-K		001-07898		10.1		April 27, 2021


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
4.24		Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank. National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto.		8-K		001-07898		10.1		December 15, 2021

4.25		Description of Securities.		10-K		001-07898		4.23		March 22, 2021

10.1		Lowe’s Companies, Inc. Directors’ Deferred Compensation Plan, as amended and restated May 28, 2021.*		10-Q		001-07898		10.1		August 26, 2021

10.2		Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan.*		S-8		333-249586		99.1		October 21, 2020

10.3		Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2008.*		10-Q		001-07898		10.2		December 12, 2007

10.4		Amendment No. 1 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.10		March 29, 2011

10.5		Amendment No. 2 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.11		March 29, 2011

10.6		Amendment No. 3 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		December 1, 2011

10.7		Amendment No. 4 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		September 4, 2012

10.8		Amendment No. 5 to the Lowe’s Companies Benefit Restoration Plan.*		10-Q		001-07898		10.1		December 3, 2013

10.9		Amendment No. 6 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.1		March 31, 2015

10.10		Amendment No. 7 to the Lowe’s Companies Benefit Restoration Plan.*		10-K		001-07898		10.16		April 4, 2017

10.11		Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.1		June 4, 2004

10.12		Amendment No. 1 to the Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.1		December 12, 2007

10.13		Amendment No. 2 to the Lowe’s Companies Cash Deferral Plan.*		10-Q		001-07898		10.2		December 1, 2010


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date
10.14		Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Outside Directors.*		10-Q		001-07898		10.1		September 3, 2019

10.15		Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of January 30, 2020.*		10-K		001-07898		10.22		March 23, 2020

10.16		Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*		DEF 14A		001-07898		Appendix C		April 11, 2016

10.17		Offer Letter between Marvin R. Ellison and Lowe’s Companies, Inc. entered into on May 21, 2018.*		8-K		001-07898		10.1		May 22, 2018

10.18		Offer Letter between Lowe’s Companies, Inc. and Joseph M. McFarland III entered into on July 18, 2018.*		10-Q		001-07898		10.2		September 4, 2018

10.19		Offer Letter between Lowe’s Companies, Inc. and David M. Denton entered into on August 20, 2018.*		10-Q		001-07898		10.3		September 4, 2018

10.20		Offer Letter between Lowe’s Companies, Inc. and William P. Boltz entered into on July 15, 2018.*‡

10.21		Offer Letter between Lowe’s Companies, Inc. and Seemantini Godbole entered into on October 30 , 2018.*‡

10.22		Offer Letter between Lowe’s Companies, Inc. and Marisa F. Thalberg entered into on December 31, 2019.*‡

10.23		Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement for Tier I Officers.*		10-K		001-07898		10.28		March 23, 2020

10.24		Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement for Tier I Officers.*		10-Q		001-07898		10.2		June 3, 2019

10.25		Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement for Tier I Officers.*		10-Q		001-07898		10.6		June 3, 2019

10.26		Form of Lowe’s Companies, Inc. Change in Control Agreement for Tier I Senior Officers.*		10-Q		001-07898		10.7		September 4, 2018

10.27		Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*		10-Q		001-07898		10.1		November 25, 2020

10.28		Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement.*		10-Q		001-07898		10.2		May 28, 2020


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date

10.29		Lowe’s Companies, Inc. Severance Plan for Senior Officers as amended and restated May 29, 2020.*		10-Q		001-07898		10.1		August 26, 2020

10.30		Form of Lowe’s Companies, Inc. Director Indemnification Agreement.*		10-Q		001-07898		10.6		December 6, 2018

10.31		Form of Lowe’s Companies, Inc. Officer Indemnification Agreement.*		10-K		001-07898		10.43		April 2, 2019

10.32		Offer Letter between Lowe’s Companies, Inc. and Dan C. Griggs, Jr. entered into on October 2, 2020.*		10-Q		001-07898		10.2		November 25, 2020

10.33		Offer Letter between Lowe’s Companies, Inc. and Dan C. Griggs, Jr. entered into on February 12, 2021.*		10-Q		001-07898		10.1		May 27, 2021

10.34		Form of Lowe’s Companies, Inc. 2021 Restricted Stock Award Agreement.*		10-Q		001-07898		10.4		May 27, 2021

10.35		Form of Lowe’s Companies, Inc. 2021 Performance Share Unit Award Agreement.*		10-Q		001-07898		10.2		May 27, 2021

10.36		Form of Lowe’s Companies, Inc. 2021 Non-Qualified Stock Option Agreement.*		10-Q		001-07898		10.3		May 27, 2021

21.1		List of Subsidiaries.‡

23.1		Consent of Deloitte & Touche LLP.‡

24.1		Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).‡

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†


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Exhibit Number				Incorporated by Reference
	Exhibit Description		Form		File No.	Exhibit	Filing Date
99.1		Twelfth Amendment to the Lowe’s 401(k) Plan, executed on December 16, 2021 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No. 033-29772).‡

101.INS		XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡

101.SCH		XBRL Taxonomy Extension Schema Document.‡

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.‡

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.‡

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.‡

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.‡

104		Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡


*		Indicates a management contract or compensatory plan or arrangement.
‡		Filed herewith.
†		Furnished herewith.


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