Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

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 Firm35
Consolidated Statements of Earnings for each of the three fiscal years in the period ended January 31, 202538
Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended January 31, 202538
Consolidated Balance Sheets as of January 31, 2025 and February 2, 202439
Consolidated Statements of Shareholders’ Deficit for each of the three fiscal years in the period ended January 31, 202540
Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 31, 202541
Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 31, 202542

2. Financial Statement Schedules

All schedules have not been included as they are either not applicable or the information is included within our consolidated financial statements and notes to the consolidated financial statements.

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3. Exhibits

Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
3.1Restated Charter of Lowe’s Companies, Inc.10-Q001-078983.1September 1, 2009
3.2Bylaws of Lowe’s Companies, Inc., as amended and restated November 11, 2022.8-K001-078983.1November 16, 2022
4.1Amended and Restated Indenture, dated as of December 1, 1995, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.8-K001-078984.1December 15, 1995
4.2Form of Lowe’s Companies, Inc.’s 6 7/8% Debentures due February 15, 2028.8-K001-078984.2February 20, 1998
4.3First 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-K001-0789810.13April 19, 1999
4.4Form of Lowe’s Companies, Inc.’s 6 1/2% Debentures due March 15, 2029.10-K001-0789810.19April 19, 1999
4.5Third 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-K001-078984.5April 3, 2007
4.6Fourth 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)333-1377504.5October 10, 2006
4.7Fifth 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-K001-078984.1September 11, 2007
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.8Sixth 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-K001-078984.1April 15, 2010
4.9Eighth 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-K001-078984.1November 23, 2011
4.10Ninth 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-K001-078984.1April 23, 2012
4.11Tenth 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-K001-078984.1September 11, 2013
4.12Eleventh 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-K001-078984.1September 10, 2014
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.13Twelfth 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-K001-078984.1September 16, 2015
4.14Thirteenth 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-K001-078984.1April 20, 2016
4.15Fourteenth 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-K001-078984.1May 3, 2017
4.16Fifteenth 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-K001-078984.2April 5, 2019
4.17Sixteenth 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-K001-078984.2March 27, 2020
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.18Seventeenth 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-K001-078984.2October 22, 2020
4.19Eighteenth 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-K001-078984.2March 31, 2021
4.20Nineteenth 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-K001-078984.2September 20, 2021
4.21Twentieth Supplemental Indenture, dated as of March 24, 2022, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 3.350% Notes due April 1, 2027, a form of 3.750% Notes due April 1, 2032, a form of 4.250% notes due April 1, 2052 and a form of 4.450% Notes due April 1, 2062.8-K001-078984.2March 24, 2022
4.22Twenty-First Supplemental Indenture, dated as of September 8, 2022, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 4.400% Notes due September 8, 2025, a form of 5.000% Notes due April 15, 2033, a form of 5.625% notes due April 15, 2053 and a form of 5.800% Notes due September 15, 2062.8-K001-078984.2September 8, 2022
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.23Twenty-Second Supplemental Indenture, dated as of March 30, 2023, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee). including as exhibits thereto a form of 4.800% Notes due April 1, 2026, a form of 5.150% Notes due July 1, 2033, a form of 5.750% notes due July 1, 2053 and a form of 5.850% Notes due April 1, 2063.8-K001-078984.2March 30, 2023
4.24Third 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-K001-0789810.1December 15, 2021
4.25Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of January 17, 2023, 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-K001-0789810.1January 23, 2023
4.26Amended and Restated Credit Agreement, dated as of September 1, 2023, 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, 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-K001-0789810.1September 7, 2023
4.27Description of Securities.10-K001-078984.27March 25, 2024
10.1Lowe’s Companies, Inc. Directors’ Deferred Compensation Plan, as amended and restated May 28, 2021.*10-Q001-0789810.1August 26, 2021
10.2Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan.*S-8333-24958699.1October 21, 2020
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.3Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2025.*‡
10.4Lowe’s Companies, Inc. Cash Deferral Plan, as amended and restated as of January 1, 2025.*‡
10.5Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Outside Directors.*10-Q001-0789810.1September 3, 2019
10.6Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*10-Q001-0789810.2August 25, 2022
10.7Form of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Nonemployee Directors.*10-Q001-0789810.1August 30, 2023
10.8Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective as of May 27, 2022.*8-K001-0789810.1June 2, 2022
10.9Lowe’s Companies, Inc. 2016 Annual Incentive Plan, effective as of February 1, 2016.*DEF 14A001-07898Appendix CApril 11, 2016
10.10Offer Letter between Marvin R. Ellison and Lowe’s Companies, Inc. entered into on May 21, 2018.*8-K001-0789810.1May 22, 2018
10.11Offer Letter between Lowe’s Companies, Inc. and Joseph M. McFarland III entered into on July 18, 2018.*10-Q001-0789810.2September 4, 2018
10.12Offer Letter between Lowe’s Companies, Inc. and William P. Boltz entered into on July 15, 2018.*10-K001-0789810.20March 21, 2022
10.13Offer Letter between Lowe’s Companies, Inc. and Seemantini Godbole entered into on October 30, 2018.*10-K001-0789810.21March 21, 2022
10.14Offer Letter between Lowe’s Companies, Inc. and Brandon J. Sink entered into on April 8, 2022.*8-K001-0789810.1April 8, 2022
10.15Offer Letter between Lowe’s Companies, Inc. and Juliette W. Pryor entered into on March 15, 2023.*‡10-K001-0789810.24March 25, 2024
10.16Form of Lowe’s Companies, Inc. Restricted Stock Award Agreement for Tier I Officers.*10-K001-0789810.28March 23, 2020
10.17Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement for Tier I Officers.*10-Q001-0789810.2June 3, 2019
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.18Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement for Tier I Officers.*10-Q001-0789810.6June 3, 2019
10.19Form of Lowe’s Companies, Inc. Change in Control Agreement for Tier I Senior Officers.*10-Q001-0789810.7September 4, 2018
10.20Form of Lowe’s Companies, Inc. Performance Share Unit Award Agreement.*10-Q001-0789810.1November 25, 2020
10.21Form of Lowe’s Companies, Inc. Non-Qualified Stock Option Agreement.*10-Q001-0789810.2May 28, 2020
10.22Form of Lowe’s Companies, Inc. Director Indemnification Agreement.*10-Q001-0789810.6December 6, 2018
10.23Form of Lowe’s Companies, Inc. Officer Indemnification Agreement.*10-K001-0789810.43April 2, 2019
10.24Form of Lowe’s Companies, Inc. 2021 Restricted Stock Award Agreement.*10-Q001-0789810.4May 27, 2021
10.25Form of Lowe’s Companies, Inc. 2021 Performance Share Unit Award Agreement.*10-Q001-0789810.2May 27, 2021
10.26Form of Lowe’s Companies, Inc. 2021 Non-Qualified Stock Option Agreement.*10-Q001-0789810.3May 27, 2021
10.27Form of Lowe’s Companies, Inc. 2022 Performance Share Unit Award Agreement.*10-Q001-0789810.2May 26, 2022
10.28Lowe’s Companies, Inc. Severance Plan for Senior Officers as amended and restated May 26, 2022.*10-Q001-0789810.1November 27, 2024
10.29Form of Lowes Companies, Inc. 2023 Non-Qualified Stock Option Agreement.*10-Q001-0789810.1June 1, 2023
10.30Form of Lowes Companies, Inc. 2023 Performance Share Unit Award Agreement.*10-Q001-0789810.2June 1, 2023
10.31Form of Lowes Companies, Inc. 2023 Restricted Stock Award Agreement.*10-Q001-0789810.3June 1, 2023
19.1Lowe’s Companies, Inc. Insider Trading Policy and Trading Window and Pre-Clearance Policy.‡
21.1List of Subsidiaries.‡
23.1Consent of Deloitte & Touche LLP.‡
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
24.1Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).‡
31.1Certification 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.‡
31.2Certification 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.‡
32.1Certification 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.†
32.2Certification 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.†
97.1Lowe’s Companies, Inc. Rule 10D-1 Compensation Recovery (Clawback) Policy.10-K001-0789897.1March 25, 2024
97.2Lowe’s Companies, Inc. Senior Officer Compensation Recovery (Clawback) Policy.10-K001-0789897.2March 25, 2024
99.1Lowe’s 401(k) Plan, as amended and restated, executed on July 15, 2024 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).10-Q001-0789899.1August 29, 2024
99.2Amendment Number 2024-1 (Plan Loans) to the Lowe’s 401(k) Plan, effective as of January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡
99.3Amendment Number 2024-2 (RMDs) to the Lowe’s 401(k) Plan, effective January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡
101.INSXBRL 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.‡
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Exhibit NumberIncorporated by Reference
Exhibit DescriptionFormFile No.ExhibitFiling Date
101.SCHXBRL Taxonomy Extension Schema Document.‡
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.‡
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.‡
101.LABXBRL Taxonomy Extension Label Linkbase Document.‡
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.‡
104Cover 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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