LOWES COMPANIES INC (Form: 8-K, Received: 05/03/2017 17:18:51)

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) May 3, 2017

LOGO

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 Lowe’s 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))

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 1.01

Entry into a Material Definitive Agreement.

On May 3, 2017, Lowe’s Companies, Inc. (the “Company”) issued an aggregate of $3.0 billion of unsecured notes, consisting of $1.5 billion aggregate principal amount of its 3.100% Notes due May 3, 2027 (the “2027 Notes”) and $1.5 billion aggregate principal amount of its 4.050% Notes due May 3, 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Notes”). The Company received net proceeds, after expenses, of approximately $2.96 billion from the issuance of the Notes.

The Notes are governed by and were issued pursuant to the terms of an Amended and Restated Indenture, dated as of December 1, 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 May 3, 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 Company’s existing and future unsecured senior indebtedness. The Indenture contains covenants restricting the issuance of debt by the Company’s 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 May 3, 2027 and the 2047 Notes will mature on May 3, 2047, in each case, unless earlier redeemed or repurchased by the Company. The 2027 Notes will bear interest at a rate of 3.100% 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 May 3 and November 3, commencing November 3, 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 Company’s option, at a redemption price, to be calculated by the Company, equal to the greater of (i) 100% 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 Company’s 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 Company’s senior credit facility described in the Company’s 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.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this Item and included in Item 1.01 above and in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Commission on April 19, 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.

Item 8.01

Other Events.

On May 3, 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 May 3, 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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

4.1

Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.

4.2

Form of 3.100% Notes due May 3, 2027 (included in Exhibit 4.1).

4.3

Form of 4.050% Notes due May 3, 2047 (included in Exhibit 4.1).

5.1

Opinion of Hunton & Williams LLP.

23.1

Consent of Hunton & Williams LLP (included in Exhibit 5.1).

99.1

Press Release, dated May 3, 2017 (announcing the early tender results).

99.2

Press Release, dated May 3, 2017 (announcing the pricing terms).

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: May 3, 2017	By:	/s/ Ross W. McCanless
		Ross W. McCanless Chief Legal Officer, Secretary and Chief Compliance Officer

INDEX TO EXHIBITS


Exhibit No.		Description

4.1		Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee.

4.2		Form of 3.100% Notes due May 3, 2027 (included in Exhibit 4.1).

4.3		Form of 4.050% Notes due May 3, 2047 (included in Exhibit 4.1).

5.1		Opinion of Hunton & Williams LLP.

23.1		Consent of Hunton & Williams LLP (included in Exhibit 5.1).

99.1		Press Release, dated May 3, 2017 (announcing the early tender results).

99.2		Press Release, dated May 3, 2017 (announcing the pricing terms).

Exhibit 4.1

FOURTEENTH SUPPLEMENTAL INDENTURE

Dated as of May 3, 2017

between

LOWE’S COMPANIES, INC.

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Supplemental to the Amended and Restated Indenture

Dated as of December 1, 1995

Creating a Series of Securities designated

3.10% Notes due May 3, 2027

and

Creating a Series of Securities designated

4.05% Notes due May 3, 2047

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of May 3, 2017 (this “ Fourteenth Supplemental Indenture ”), between L OWE ’ S C OMPANIES , I NC ., a corporation duly organized and existing under the laws of the State of North Carolina (the “ Company ”), having its principal office at 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117, and U.S. B ANK N ATIONAL A SSOCIATION , a national banking association duly organized and existing under the laws of the United States, as Trustee (the “ Trustee ”), as successor trustee to The Bank of New York Mellon Trust Company, N.A.

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed and delivered an Amended and Restated Indenture, dated as of December 1, 1995 (the “ Base Indenture ”), as supplemented and amended by this Fourteenth Supplemental Indenture (together with the Base Indenture, the “ Indenture ”), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (the “ Securities ”), to be issued in one or more series as provided in the Base Indenture;

WHEREAS, it is provided in Section 901 of the Base Indenture that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto (1) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding, (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) and (3) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Base Indenture;

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee this Fourteenth Supplemental Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, two new series of Securities designated as its (i) 3.10% Notes due May 3, 2027 (the “ 2027 Notes ”) in an aggregate Principal Amount at Maturity of $1,500,000,000 and (ii) 4.05% Notes due May 3, 2047 (the “ 2047 Notes ” and, together with the 2027 Notes, the “ Notes ”) in an aggregate Principal Amount at Maturity of $1,500,000,000; and

WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions of the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Fourteenth Supplemental Indenture a valid and legally binding supplement to the Indenture have been done.

NOW, THEREFORE, in order to establish the form and terms of the series of the 2027 Notes and the series of the 2047 Notes and for and in consideration of the premises and of the covenants contained in the Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions . For all purposes of the Base Indenture and this Fourteenth Supplemental Indenture relating to the respective series of Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Fourteenth Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Fourteenth Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. “ Business Day ” means any day except a Saturday, a Sunday or a legal holiday in New York City on which banking institutions are authorized or required by law or regulation to close.

“ Change of Control ” means the occurrence of any of the following: (a) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (other than the Company or one of its subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares; (b) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as that term is defined in the Indenture)(other than the Company or one of its subsidiaries); or (c) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (b)(y) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of Voting Stock of the Company immediately prior to that transaction or (z) immediately following that transaction, no person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Rating Event.

“ Comparable Treasury Issue ” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes of that series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of that series (assuming for this purpose that such series of Notes matured on the applicable par call date).

“ Comparable Treasury Price ” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

“ Continuing Directors ” means, as of any date of determination, any member of the Company’s Board of Directors who (a) was a member of the Company’s Board of Directors on the date the Notes were issued or (b) was nominated for election, elected or appointed to the Board of Directors by or with the approval (given either before or after such member’s election or appointment) of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election or appointment.

“ Depositary ” means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor is appointed and becomes such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include such successor and any nominee thereof.

“ DTC ” means The Depository Trust Company.

“ Global Note ” means a Note issued in global form and deposited with or on behalf of the Depositary, substantially in the form of one or more of the Global Notes attached hereto as Exhibit A-1 and Exhibit A-2.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Note Interest Payment Date ” has the meaning set forth in Section 203(a) of this Fourteenth Supplemental Indenture.

“ Principal Amount at Maturity ” of the Notes means the principal amount at maturity as set forth on the face of each respective Note.

“ Quotation Agent ” means any Reference Treasury Dealer appointed by the Company.

“ Rating Agencies ” means (a) each of Moody’s and S&P and (b) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended) selected by the Company as a replacement Rating Agency for a former Rating Agency.

“ Rating Event ” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

“ Reference Treasury Dealer ” means each of (i) a Primary Treasury Dealer (as defined herein) selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated, (ii) a Primary Treasury Dealer selected by J.P. Morgan Securities LLC, (iii) a Primary Treasury Dealer selected by SunTrust Robinson Humphrey, Inc. (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided , however , that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (iv) any other Primary Treasury Dealer selected by the Company.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“ Regular Record Date ” has the meaning set forth in Section 203(b) of this Fourteenth Supplemental Indenture.

“ S&P ” means Standard & Poor’s Ratings Services, a subsidiary of S&P Global, Inc.

“ Stated Maturity ” has the meaning set forth in Section 202 of this Fourteenth Supplemental Indenture.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such redemption date.

“ Underwriting Agreement ” means the Underwriting Agreement, dated April 19, 2017, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P Morgan Securities LLC and SunTrust Robinson Humphrey, Inc.

“ Voting Stock ” means, with respect to any specified person (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Section 102. Section References . Each reference to a particular section set forth in this Fourteenth Supplemental Indenture shall, unless the context otherwise requires, refer to this Fourteenth Supplemental Indenture. Each reference to a particular section of the Base Indenture shall refer to that particular section of the Base Indenture.

ARTICLE II

THE NOTES

Section 201. Title and Amount of the Notes . The Company hereby creates the 2027 Notes and the 2047 Notes, each as a separate series of its Securities issued pursuant to the Indenture. The 2027 Notes shall be designated as the “3.10% Notes due May 3, 2027” and the 2047 Notes shall be designated as the “4.05% Notes due May 3, 2047.” The aggregate Principal Amount at Maturity of the 2027 Notes that may be authenticated and delivered under this Fourteenth Supplemental Indenture is initially limited to $1,500,000,000 and the aggregate Principal Amount at Maturity of the 2047 Notes that may be authenticated and delivered under this Fourteenth Supplemental Indenture is initially limited to $1,500,000,000. Each series of Notes may be reopened, without the consent of the holders of the Notes, for issuance of additional Notes of such series.

Section 202. Stated Maturity . The Stated Maturity of the 2027 Notes shall be May 3, 2027 and the Stated Maturity of the 2047 Notes shall be May 3, 2047.

Section 203. Interest and Payment .

(a) The 2027 Notes shall bear interest at 3.10% per annum and the 2047 Notes shall bear interest at 4.05% per annum beginning on the date of issuance until the 2027 Notes and/or the 2047 Notes, as the case may be, are redeemed, paid or duly provided for. Interest on the Notes shall be paid semiannually in arrears on each May 3 and November 3 (each, a “ Note Interest Payment Date ”), commencing November 3, 2017, to the persons in whose names the Notes are registered at the close of business on the 15 ^th calendar day immediately preceding the interest payment date (whether or not a Business Day) (each, a “ Regular Record Date ”). If any interest payment date on the Notes falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on that payment will accrue for the period from and after the interest payment date.

(b) Payments of interest on the Notes shall include interest accrued to, but excluding, the respective Note Interest Payment Dates. Interest payments for the Notes shall 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 shall be made to holders of the Notes on the respective Regular Record Dates in accordance with the procedures of DTC and its participants in effect from time to time. All payments of principal and interest shall be made by the Company in immediately available funds except as set forth in the applicable Note.

Section 204. Optional Redemption .

(a) 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 Company’s option, at a redemption price, to be calculated by the Company, equal to the greater of:

(i) 100% 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 applicable 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, 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.

(b) 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 each 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 Company’s option, at par plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

(c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Note Interest Payment Dates falling on or prior to a redemption date will be payable on the Note Interest Payment Date to the registered holders as of the close of business on the relevant record date.

(d) Notice of any redemption will be given at least 30 days but not more than 60 days before the Redemption Date to each registered holder of the 2027 Notes and/or the 2047 Notes, as the case may be, to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the applicable Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes of a series are to be redeemed, the Notes of that series to be redeemed shall be selected in accordance with the procedures of DTC.

Section 205. Change of Control Offer to Purchase .

(a) If a Change of Control Triggering Event occurs, holders of Notes may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) 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 a notice of redemption has been mailed within 30 days after such Change of Control Triggering Event stating that all of the Notes will be redeemed as described in Section 204). The Company will be required to mail to holders of the Notes a notice describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the Notes. The notice must be mailed within 30 days after any Change of Control Triggering Event, and the repurchase must occur no earlier than 30 days and no later than 60 days after the date the notice is mailed.

(b) On the date specified for repurchase of the Notes, the Company will, to the extent lawful:

(i) accept for purchase all properly tendered Notes or portions of Notes;

(ii) deposit with the paying agent the required payment for all properly tendered Notes or portions of Notes; and

(iii) deliver to the Trustee the repurchased Notes, accompanied by an Officers’ Certificate stating, among other things, the aggregate principal amount of repurchased Notes.

(c) The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that these requirements conflict with the provisions requiring repurchase of the Notes, the Company will comply with such requirements instead of the repurchase provisions and will not be considered to have breached its obligations with respect to repurchasing the Notes. Additionally, if an Event of Default exists under the Indenture (which is unrelated to the repurchase provisions of the Notes), including Events of Default arising with respect to other issues of debt securities, the Company will not be required to repurchase the Notes notwithstanding these repurchase provisions.

(d) The Company will not be required to comply with the obligations of this Section 205 if a third party instead satisfies them.

Section 206. Forms; Denominations . The Notes shall be Registered Securities and shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. The certificates for the Notes shall be in substantially the forms attached hereto as Exhibit A-1 with respect to the 2027 Notes and Exhibit A-2 with respect to the 2047 Notes.

(a) Global Notes .

(i) Notes shall be issued initially in the form of one or more Global Notes in definitive fully registered book-entry form without interest coupons, deposited on behalf of the purchasers of the Notes represented thereby with U.S. Bank National Association, at its Corporate Trust Office, as custodian for the Depositary and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate Principal Amount at Maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.

(ii) Book-Entry Provisions. The Company will execute and the Trustee will, in accordance with this Section 206(a)(i) and Section 303 of the Base Indenture, authenticate and deliver initially one or more Global Notes that (x) shall be registered in the name of the Depositary, (y) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (z) shall bear legends substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LOWE’S COMPANIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

Section 207. Applicability of Reports by the Company . For purposes of this Fourteenth Supplemental Indenture, to the extent information, documents or reports are required to be filed with the Commission and delivered to the Trustee or the Holders, the availability of such information, documents or reports on the Commission’s Electronic Data Gathering Analysis and Retrieval system or any successor thereto or the Company’s website will be deemed to have satisfied such delivery requirements to the Trustee or the Holders, as applicable.

Section 208. Applicability of Sinking Funds . The provisions of Article Twelve of the Base Indenture shall not apply to the Notes.

Section 209. Applicability of Repayment of Securities at Option of Holders . The provisions of Article Thirteen of the Base Indenture shall not apply to the Notes.

Section 210. Applicability of Conversion of Securities . The provisions of Article Fourteen of the Base Indenture shall not apply to the Notes.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 301. Concerning the Indenture . Except as expressly amended hereby, the Base Indenture shall continue in full force and effect in accordance with the provisions thereof and the Base Indenture is in all respects hereby ratified and confirmed. This Fourteenth Supplemental Indenture and all its provisions shall be deemed a part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 302. Severability . If any provision in this Fourteenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 303. Trust Indenture Act . If any provision in this Fourteenth Supplemental Indenture limits, qualifies or conflicts with any other provision hereof or of the Base Indenture, which provision is required to be included in the Base Indenture by any of the provisions of the Trust Indenture Act of 1939, as amended, such required provision shall control.

Section 304. Trustee . The recitals and statements herein are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourteenth Supplemental Indenture.

Section 305. Governing Law . This Fourteenth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 306. Multiple Originals . This Fourteenth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 307. Agreement Concerning Methods of Submitting Instructions or Directions Electronically or by Facsimile . The Trustee agrees to accept and act upon instructions or directions pursuant to this Fourteenth Supplemental Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided , however , that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 308. Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTEENTH SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 309. Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 310. Consequential Damages . In no event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Fourteenth Supplemental Indenture to be duly executed.


LOWE’S COMPANIES, INC.

By:	/s/ Tiffany L. Mason
	Name:	Tiffany L. Mason
	Title:	Senior Vice President, Corporate Finance and Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	/s/ Paul Vaden
	Name:	Paul Vaden
	Title:	Vice President

[Signature Page to Fourteenth Supplemental Indenture]

EXHIBIT A-1

FORM OF GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LOWE’S COMPANIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

LOWE’S COMPANIES, INC.

3.10% Notes due May 3, 2027

GLOBAL SECURITY

No.

CUSIP No. 548661 DP9

Original Principal Amount

Lowe’s Companies, Inc., a corporation duly organized and existing under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of $ on May 3, 2027, at the office or agency of the Company referred to below, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon in like coin or currency from May 3, 2017, or from the most recent Note Interest Payment Date on which interest has been paid or duly provided for, semiannually in arrears on May 3 and November 3 in each year, commencing November 3, 2017, at the rate of 3.10% per annum until the principal hereof is paid or made available for payment, and (to the extent lawful) to pay interest at the same rate per annum on any overdue principal and premium and on any overdue installments of interest until paid. If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on that payment will accrue for the period from and after the interest payment date.

A-1-1

The interest so payable, and punctually paid or duly provided for, on any Note Interest Payment Date, as provided in the Amended and Restated Indenture, dated as of December 1, 1995 (the “Base Indenture”) between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”), as supplemented by the Fourteenth Supplemental Indenture dated as of May 3, 2017, between the Company and the Trustee (the “Fourteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) shall be paid to the Person in whose name this Note is registered at the close of business on the 15th calendar day immediately preceding the Note Interest Payment Date (whether or not a Business Day) (the “Regular Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Note is registered on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed in accordance with Section 307 of the Base Indenture by the Trustee, notice whereof shall be given to the Person in whose name this Note is registered not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

This Note is a “book-entry” note and is being registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), a clearing agency. Subject to the terms of the Indenture, this Note will be held by a clearing agency or its nominee, and beneficial interests will be held by beneficial owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $2,000 and increments of $1,000 in excess thereof.

As long as this Note is registered in the name of DTC or its nominee, the Trustee will make payments of principal of and interest on this Note by wire transfer of immediately available funds to DTC or its nominee. Notwithstanding the above, the final payment on this Note will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Note at its principal corporate trust office or such other office or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture.

Payments of principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payments of public and private debts; provided , however , that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

This Note is one of a duly authorized series of notes of the Company, designated 3.10% Notes due May 3, 2027 (the “Notes”), initially limited in aggregate principal amount at any time outstanding to ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1,500,000,000) which may be issued under the Indenture. This series of Notes may be reopened, without the consent of the holders of the Notes, for issuance of additional Notes. Reference is hereby made to the Indenture and all indentures supplemental thereto which are applicable to the Notes for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

A-1-2

Before the date that is three months prior to May 3, 2027, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price, to be calculated by the Company, equal to the greater of:

(i) 100% 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 (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, plus 15 basis points;

plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

On or after the date that is three months prior to May 3, 2027, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at par plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notwithstanding the previous two paragraphs, installments of interest on Notes that are due and payable on Note Interest Payment Dates falling on or prior to a redemption date will be payable on the Note Interest Payment Date to the registered holders as of the close of business on the relevant record date.

Notice of any redemption will be given at least 30 days but not more than 60 days before the Redemption Date to each registered holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of DTC.

Upon a Change of Control Triggering Event, the Company shall be required to make an offer to repurchase the Notes on the terms set forth in the Indenture.

If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company under this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Note.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such

A-1-3

consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, as herein prescribed.

As provided in the Indenture and subject to certain limitations on transfer of this Note by DTC or its nominee, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary.

Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months.

The Company shall furnish to any Holder of record of Notes, upon written request and without charge, a copy of the Indenture.

The Indenture and this Note each shall be governed by and construed in accordance with the laws of the State of New York.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-1-4

I N W ITNESS W HEREOF , L OWE ’ S C OMPANIES , I NC . has caused this Note to be signed by a duly elected or appointed, qualified and serving officer and attested by a duly elected or appointed, qualified and serving officer.


L OWE ’ S C OMPANIES , I NC .

By:
		Name: Tiffany L. Mason
		Title: Senior Vice President,
		Corporate Finance and
		Treasurer

Dated: May 3, 2017

Attest:

Name: Beth R. MacDonald

Title: Assistant Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

T HIS IS ONE OF THE S ECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO IN THE WITHIN - MENTIONED I NDENTURE .


U.S. B ANK N ATIONAL A SSOCIATION as Trustee

By:
		Authorized Officer

A-1-5

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - tenants in common

TEN ENT - tenants by the entireties

JT TEN - joint tenants with right of survivorship and not as tenants in common

CUST - Custodian

U/G/M/A or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.

A-1-6

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Please print or typewrite name and address of assignee)

(Please insert Social Security or other identifying Number of Assignee)

the within Note of Lowe’s Companies, Inc. and does hereby irrevocably constitute and appoint

, Attorney, to transfer the said Note on the books of the within named Lowe’s Companies, Inc., with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED:

The signature must be guaranteed by a member of the Securities Transfer Agents Medallion Program. Notarized or witnessed signatures are not acceptable.

A-1-7

PAYMENT INSTRUCTIONS

The assignee should include the following for purposes of payment:

Payment shall be made, by wire transfer or otherwise, in immediately available funds, to , for the account of , account number , or, if mailed by check, to . Applicable reports and statements required to be physically delivered under the terms of the Indenture should be mailed to . This information is provided by , the assignee named above, or , as its agent.

A-1-8

EXHIBIT A-2

FORM OF GLOBAL NOTE

LOWE’S COMPANIES, INC.

4.05% Notes due May 3, 2047

GLOBAL SECURITY


No.		CUSIP No. 548661 DQ7

Original Principal Amount

Lowe’s Companies, Inc., a corporation duly organized and existing under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of $ on May 3, 2047, at the office or agency of the Company referred to below, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon in like coin or currency from May 3, 2017, or from the most recent Note Interest Payment Date on which interest has been paid or duly provided for, semiannually in arrears on May 3 and November 3 in each year, commencing November 3, 2017, at the rate of 4.05% per annum until the principal hereof is paid or made available for payment, and (to the extent lawful) to pay interest at the same rate per annum on any overdue principal and premium and on any overdue installments of interest until paid. If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on that payment will accrue for the period from and after the interest payment date.

A-2-1

This Note is one of a duly authorized series of notes of the Company, designated 4.05% Notes due May 3, 2047 (the “Notes”), initially limited in aggregate principal amount at any time outstanding to ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1,500,000,000) which may be issued under the Indenture. This series of Notes may be reopened, without the consent of the holders of the Notes, for issuance of additional Notes. Reference is hereby made to the Indenture and all indentures supplemental thereto which are applicable to the Notes for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

A-2-2

Before the date that is six months prior to May 3, 2047, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price, to be calculated by the Company, equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; or

plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

On or after the date that is six months prior to May 3, 2047, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at par plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Upon a Change of Control Triggering Event, the Company shall be required to make an offer to repurchase the Notes on the terms set forth in the Indenture.

If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

A-2-3

Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months.

The Company shall furnish to any Holder of record of Notes, upon written request and without charge, a copy of the Indenture.

The Indenture and this Note each shall be governed by and construed in accordance with the laws of the State of New York.

A-2-4


L OWE ’ S C OMPANIES , I NC .

By:
Name: Tiffany L. Mason
Title: Senior Vice President,
		Corporate Finance and
		Treasurer

Dated: May 3, 2017


Attest:
		Name: Beth R. MacDonald
		Title: Assistant Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

T HIS IS ONE OF THE S ECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO IN THE WITHIN - MENTIONED I NDENTURE .


U.S. B ANK N ATIONAL A SSOCIATION as Trustee

By:
		Authorized Officer

A-2-5

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - tenants in common

TEN ENT - tenants by the entireties

JT TEN - joint tenants with right of survivorship and not as tenants in common

CUST - Custodian

U/G/M/A or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.

A-2-6

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Please print or typewrite name and address of assignee)

(Please insert Social Security or other identifying Number of Assignee)

the within Note of Lowe’s Companies, Inc. and does hereby irrevocably constitute and appoint , Attorney, to transfer the said Note on the books of the within named Lowe’s Companies, Inc., with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED:

The signature must be guaranteed by a member of the Securities Transfer Agents Medallion Program. Notarized or witnessed signatures are not acceptable.

A-2-7

PAYMENT INSTRUCTIONS

The assignee should include the following for purposes of payment:

A-2-8

Exhibit 5.1


				HUNTON & WILLIAMS LLP 2200 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20037 TEL 202 • 955 • 1500 FAX 202 • 861 • 3665

				FILE NO: 23797.001762
May 3, 2017				FILE NO: 23797.001762

Lowe’s Companies, Inc.

1000 Lowe’s Boulevard

Mooresville, North Carolina 28117

Lowe’s Companies, Inc.

$1,500,000,000 3.100% Notes due 2027

$1,500,000,000 4.050% Notes due 2047

Ladies and Gentlemen:

We have acted as special counsel for Lowe’s Companies, Inc. (the “ Company ”), a North Carolina corporation, in connection with Company’s offering and sale of $1,500,000,000 aggregate principal amount of its 3.100% Notes due 2027 (the “ 2027 Notes ”) and $1,500,000,000 aggregate principal amount of its 4.050% Notes due 2047 (the “ 2047 Notes ,” and together with the 2027 Notes, the “ Securities ”).

The Securities were offered and sold as described in the prospectus, dated August 24, 2015 (the “ Base Prospectus ”), contained in the Company’s Registration Statement on Form S-3 (File Number: 333-206537) (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) on August 24, 2015 pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and the preliminary prospectus supplement and the final prospectus supplement, each dated April 19, 2017 and filed with the Commission pursuant to Rule 424(b) under the Securities Act (collectively, the “ Prospectus Supplement ”). The Securities have been issued pursuant to the terms of the Amended and Restated Indenture, dated as of December 1, 1995, as supplemented by a Fourteenth Supplemental Indenture, dated May 3, 2017 (the “ Indenture ”), by and between the Company and U.S. Bank National Association, as successor trustee (the “ Trustee ”).

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

In arriving at the opinion expressed below, we have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary for the purpose of rendering this opinion, including: (i) the Registration Statement, the Base Prospectus and the Prospectus Supplement, including the documents incorporated therein by reference; (ii) the Indenture; (iii) copies of the global notes representing the Securities; (iv) the Company’s Restated Charter; (v) the Company’s Bylaws; (vi) a copy of the resolutions of the Company’s Board of Directors adopted on August 21, 2015 authorizing the filing of the Registration Statement; (vii) a copy of the resolutions of

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES

McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON

www.hunton.com

LOGO

Lowe’s Companies, Inc.

May 3, 2017

Page 2

the Company’s Board of Directors (the “ Board ”) adopted on March 24, 2017, approving the creation of a special committee of the Board (the “ Pricing Committee ”) having all of the power and authority of the Board in connection with any offering or offerings or issuance or issuances of securities; (viii) a copy of the resolutions of the Pricing Committee adopted on April 19, 2017 authorizing the issuance and sale of the Securities; and (ix) the Underwriting Agreement, dated April 19, 2017 (the “ Underwriting Agreement ”), by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities, LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). In rendering our opinion below that the Company “is validly existing,” we have relied solely upon a Certificate of Existence regarding the Company from the North Carolina Secretary of State dated May 3, 2017.

We are opining herein as to the internal laws of the State of New York and the State of North Carolina, and we express no opinion with respect to the applicability thereto, or the affect thereon, of the laws of any other jurisdiction.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the opinion that:

1. The Company is validly existing and in good standing under the laws of the State of North Carolina, with corporate power and authority to issue the Securities in accordance with and subject to their terms and the terms of the Indenture.

2. The Securities are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinion set forth above is subject to the qualification that the validity and enforceability of the Company’s obligations under the Indenture and the Securities may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except to the extent that enforcement thereof is contrary to public policy regarding the exculpation of criminal violations, intentional harm, acts of gross negligence or recklessness or violations of securities laws and regulations.

LOGO

Lowe’s Companies, Inc.

May 3, 2017

Page 3

We hereby consent to the filing of this opinion letter of counsel as Exhibit 5 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

This opinion letter is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion letter is given as of the date hereof and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Very truly yours,

/s/ Hunton & Williams LLP

Exhibit 99.1

LOGO

May 3, 2017

For Immediate Release


Contacts:	Shareholders’/Analysts’ Inquiries:	Media Inquiries:
	Tiffany Mason	Colleen Penhall
	704-758-2033	704-758-2958
	tiffany.l.mason@lowes.com	colleen.b.penhall@lowes.com

LOWE’S ANNOUNCES THE EARLY RESULTS OF ITS CASH TENDER OFFER

FOR UP TO $1.6 BILLION AGGREGATE PRINCIPAL AMOUNT OF CERTAIN

OF ITS OUTSTANDING DEBT SECURITIES

MOORESVILLE, N.C . – Lowe’s Companies, Inc. (NYSE: LOW) (the “Company”) today announced the early results of its previously announced cash tender offer (the “Tender Offer”) for up to $1.6 billion combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal. As previously announced, the purpose of the Tender Offer is to reduce the outstanding debt represented by the Notes purchased in the Tender Offer and reduce the Company’s future interest expense.

As of 5:00 p.m., New York City time, on May 2, 2017 (the “Early Tender Deadline”), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn.


Title of Security	CUSIP Numbers	Principal Amount Outstanding		Principal Amount Tendered ⁽¹⁾		Acceptance Priority Level		Reference U.S. Treasury Security	Early Tender Premium (per $1,000)		Fixed Spread (basis points)
7.110% Notes due 2037	54866NBJ7	$	100,000,000	$	59,180,000		1	2.875% U.S. Treasury due November 15, 2046	$	30.00		85
6.650% Notes due 2037	548661CP0	$	500,000,000	$	270,040,000		2	2.875% U.S. Treasury due November 15, 2046	$	30.00		85
5.800% Notes due 2036	548661CL9	$	450,000,000	$	159,894,000		3	2.875% U.S. Treasury due November 15, 2046	$	30.00		85
5.500% Notes due 2035	548661CJ4	$	500,000,000	$	156,085,000		4	2.875% U.S. Treasury due November 15, 2046	$	30.00		80
5.800% Notes due 2040	548661CR6	$	500,000,000	$	270,092,000		5	2.875% U.S. Treasury due November 15, 2046	$	30.00		90
5.125% Notes due 2041	548661CU9	$	500,000,000	$	347,865,000		6	2.875% U.S. Treasury due November 15, 2046	$	30.00		90


5.000% Notes due 2043	548661DA2	$	500,000,000	$	203,049,000	7	2.875% U.S. Treasury due November 15, 2046	$	30.00	90
6.875% Notes due 2028	548661AH0	$	300,000,000	$	44,522,000	8	2.250% U.S. Treasury due February 15, 2027	$	30.00	80
6.500% Notes due 2029	548661AK3	$	400,000,000	$	134,054,000	9	2.250% U.S. Treasury due February 15, 2027	$	30.00	80
4.625% Notes due 2020	548661CQ8	$	500,000,000	$	218,587,000	10	1.500% U.S. Treasury due April 15, 2020	$	30.00	15

(1)	As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company will be determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The Company expects to determine the pricing terms for the Tender Offer at 11 a.m., New York City time, on May 3, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 16, 2017. However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

Notes not accepted for purchase by the Company in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase and Letter of Transmittal.

Information Relating to the Tender Offer

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to an Offer to Purchase dated April 19, 2017 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements with respect to an anticipated financing. There are many factors that affect management’s views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.

About Lowe’s

Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE ^® 50 home improvement company serving more than 17 million customers a week in the United States, Canada and Mexico. With fiscal year 2016 sales of $65.0 billion, Lowe’s and its related businesses operate or service 2,365 home improvement and hardware stores and employ over 290,000 people. Founded in 1946 and based in Mooresville, N.C., Lowe’s supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit www.Lowes.com.

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Exhibit 99.2

LOGO

May 3, 2017

For Immediate Release


Contacts:	Shareholders’/Analysts’ Inquiries:	Media Inquiries:

	Tiffany Mason	Colleen Penhall
	704-758-2033	704-758-2958
	tiffany.l.mason@lowes.com	colleen.b.penhall@lowes.com

LOWE’S ANNOUNCES THE PRICING TERMS OF ITS CASH TENDER OFFER FOR UP TO $1.6 BILLION AGGREGATE PRINCIPAL AMOUNT OF CERTAIN OF ITS OUTSTANDING DEBT SECURITIES

MOORESVILLE, N.C . – Lowe’s Companies, Inc. (NYSE: LOW) (the “Company”) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for up to $1.6 billion combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal. As previously announced, the purpose of the Tender Offer is to reduce the outstanding debt represented by the Notes purchased in the Tender Offer and reduce the Company’s future interest expense.

The Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on May 2, 2017 (the “Early Tender Deadline”) and whose Notes are accepted for purchase by the Company. The Reference Yields listed in the table were determined at 11:00 a.m., New York City time, on May 3, 2017 by the lead dealer managers. The Total Consideration for each series of Notes includes an early tender premium of $30.00 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the Company. In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes up to, but not including, the settlement date, which is expected to occur on May 4, 2017 (such date, the “Early Settlement Date”).


Title of Security	CUSIP Numbers		Principal Amount Outstanding		Principal Amount Tendered ⁽¹⁾		Principal Amount Accepted		Acceptance Priority Level		Reference U.S. Treasury Security	Fixed Spread (basis points)		Total Consideration ⁽²⁾⁽³⁾		Approximate Proration
7.110% Notes due 2037		54866NBJ7	$	100,000,000	$	59,180,000	$	59,180,000		1	2.875% U.S. Treasury due November 15, 2046		85	$	1,459.41		100	%
6.650% Notes due 2037		548661CP0	$	500,000,000	$	270,040,000	$	270,040,000		2	2.875% U.S. Treasury due November 15, 2046		85	$	1,399.72		100	%


5.800% Notes due 2036	548661CL9	$	450,000,000	$	159,894,000	$	159,894,000	3	2.875% U.S. Treasury due November 15, 2046	85	$	1,271.58	100	%
5.500% Notes due 2035	548661CJ4	$	500,000,000	$	156,085,000	$	156,085,000	4	2.875% U.S. Treasury due November 15, 2046	80	$	1,229.97	100	%
5.800% Notes due 2040	548661CR6	$	500,000,000	$	270,092,000	$	270,092,000	5	2.875% U.S. Treasury due November 15, 2046	90	$	1,289.51	100	%
5.125% Notes due 2041	548661CU9	$	500,000,000	$	347,865,000	$	347,865,000	6	2.875% U.S. Treasury due November 15, 2046	90	$	1,196.94	100	%
5.000% Notes due 2043	548661DA2	$	500,000,000	$	203,049,000	$	203,049,000	7	2.875% U.S. Treasury due November 15, 2046	90	$	1,185.42	100	%
6.875% Notes due 2028	548661AH0	$	300,000,000	$	44,522,000	$	44,522,000	8	2.250% U.S. Treasury due February 15, 2027	80	$	1,344.19	100	%
6.500% Notes due 2029	548661AK3	$	400,000,000	$	134,054,000	$	89,259,000	9	2.250% U.S. Treasury due February 15, 2027	80	$	1,335.91	66.58	%
4.625% Notes due 2020	548661CQ8	$	500,000,000	$	218,587,000	$	0	10	1.500% U.S. Treasury due April 15, 2020	15	$	1,071.88	0	%

(1)	As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.

(2)	Per $1,000 principal amount of Notes accepted for purchase.

(3)	The Total Consideration includes the early tender premium of $30 per $1,000 principal amount of Notes.

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company was determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 16, 2017. However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

The Company’s obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase. Today, the Company completed an underwritten public offering of senior unsecured notes in an aggregate principal amount sufficient to satisfy the financing condition described in the Offer to Purchase.

Information Relating to the Tender Offer

BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as the lead dealer managers for the Tender Offer, and Goldman, Sachs & Co., Inc. and U.S. Bancorp Investments, Inc. are acting as co-dealer managers. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc. at (866) 721-1211 (toll-free), (212) 269-5550 (banks and brokers) or lowes@dfking.com. Questions regarding the Tender Offer should be directed to BofA Merrill Lynch, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll-free) or J.P. Morgan Securities LLC, Liability Management Group, at (212) 834-3833 (collect) or (866) 834-4666 (toll-free). This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to an Offer to Purchase dated April 19, 2017 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

About Lowe’s

people. Founded in 1946 and based in Mooresville, N.C., Lowe’s supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit www.Lowes.com.

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