Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2020, Lowe's Companies, Inc. (the "Company") entered into a $1 billion unsecured 364-day term loan facility (the "Term Loan") with Wells Fargo Bank, National Association (the "Lender"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Term Loan.



The Company may request up to three (3) draws (each, an "Advance") under the
Term Loan in U.S. Dollars. Each Advance shall be in a principal amount of at
least $100,000,000.00 or a whole multiple of $100,000,000.00 in excess thereof.
The Company must repay the aggregate principal amount of loans outstanding under
the Term Loan on the Maturity Date in effect at such time (currently December
31, 2020).
Borrowings under the Term Loan will bear interest, at the Company's option,
calculated according to a Base Rate or a Eurocurrency Rate, as the case may be,
plus an Applicable Rate. The Applicable Rate on a Base Rate Loan is 0.000%, and
the Applicable Rate on a Eurocurrency Rate Loan is 0.625%.
In addition, in the event that the funding of the full principal amount of the
Term Loan does not occur on or before January 31, 2020 (such date, the "Target
Date"), the Company shall pay to the Lender an upfront fee in an amount equal to
0.02% of the aggregate principal amount of each Advance occurring after the
Target Date.
The Term Loan contains customary representations, warranties and covenants for a
transaction of this type, including a financial covenant concerning the ratio of
Consolidated Adjusted Funded Debt to Consolidated EBITDAR, as set forth in the
364-Day Credit Agreement dated as of September 9, 2019 and incorporated by
reference to the Term Loan. The Term Loan requires the Company to maintain at
the end of each fiscal quarter a Consolidated Adjusted Funded Debt to
Consolidated EBITDAR ratio that does not exceed 4.00 to 1.00.
The Term Loan also contains customary events of default, including a
cross-default provision and a change of control provision. In the event of a
default, the administrative agent shall, at the request of, or may, with the
consent of, the required lenders, declare the obligations under the Term Loan
immediately due and payable and the commitments of the lenders may be
terminated. For certain events of default relating to insolvency and
receivership, the commitments of the lenders are automatically terminated, and
all outstanding obligations become due and payable.
The foregoing description of the Term Loan does not purport to be complete and
is qualified in its entirety by reference to the full text of the Term Loan, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Certain lender parties to the Term Loan and certain of their respective
affiliates have performed in the past and may from time to time perform in the
future, banking, investment banking and other advisory services for the Company
and its affiliates for which they have received, and/or will receive, customary
fees and expenses.


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 is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.
Exhibit No.    Description
  10.1           364-day term loan facility, dated as of January 3, 2020, by and
               between Lowe's Companies, Inc.and Wells Fargo Bank, National
               Association.

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