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Item 1.01
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Entry into a Material Definitive Agreement.
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On April 11, 2016, Lowe’s
Companies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Goldman, Sachs & Co. and U.S. Bancorp Investments, Inc., as representatives of the
several underwriters named therein (together, the “Underwriters”), to sell to the Underwriters, who severally have agreed to purchase, $250 million aggregate principal amount of the Company’s Floating Rate Notes due April 15,
2019, $350 million aggregate principal amount of the Company’s 1.15% Notes due April 15, 2019, $1.35 billion aggregate principal amount of the Company’s 2.50% Notes due April 15, 2026, and $1.35 billion aggregate principal amount
of the Company’s 3.70% Notes due April 15, 2046 (together, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration
statement on Form S-3 (File No. 333-206537) filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2015. The Underwriting Agreement contains customary representations, warranties and covenants by the
Company, and customary closing conditions, indemnification rights and termination provisions. The sale of the Notes is expected to close on April 20, 2016.
The Notes will be issued under an Amended and Restated Indenture, dated as of December 1, 1995, between the Company and U.S. Bank
National Association, as successor trustee (the “Trustee”), as supplemented by a Thirteenth Supplemental Indenture, to be dated as of April 20, 2016, between the Company and the Trustee. A description of the Notes and a description of
the underwriting thereof are included in the Company’s Prospectus Supplement, dated as of April 11, 2016 and filed with the Commission on April 13, 2016 pursuant to Rule 424(b)(2) of the Securities Act.
Some of the Underwriters and their respective affiliates are full service financial institutions that have engaged in, and may in the future
engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters are participants in the Company’s
senior credit facility described in the Company’s filings with the Commission. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Further, U.S. Bancorp Investments, Inc.,
one of the Underwriters, is an affiliate of the Trustee.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.