The following discussion and analysis summarizes the significant factors
affecting our consolidated operating results, financial condition, liquidity and
capital resources during the three-year period ended January 29, 2021 (our
fiscal years 2020, 2019, and 2018). Unless otherwise noted, all references
herein for the years 2020, 2019, and 2018 represent the fiscal years ended
January 29, 2021, January 31, 2020, and February 1, 2019, respectively. We
intend for this discussion to provide the reader with information that will
assist in understanding our financial statements, the changes in certain key
items in those financial statements from year to year, and the primary factors
that accounted for those changes, as well as how certain accounting principles
affect our financial statements. This discussion should be read in conjunction
with our consolidated financial statements and notes to the consolidated
financial statements included in this Annual Report that have been prepared in
accordance with accounting principles generally accepted in the United States of
America. This discussion and analysis is presented in six sections:

•  Executive Overview
•  Operations
•  Financial Condition, Liquidity and Capital Resources
•  Off-Balance Sheet Arrangements
•  Contractual Obligations and Commercial Commitments
•  Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

Performance Overview



Net sales for fiscal 2020 increased 24.2% over fiscal year 2019 to $89.6
billion. The increase in total sales was driven by an increase in comparable
sales, primarily offset by a decrease in sales due to closed stores. Comparable
sales increased 26.1% over fiscal year 2019, driven by an increase in comparable
transactions of 14.0% and an increase in comparable average ticket of 12.1%. Net
earnings for fiscal 2020 increased 36.3% to $5.8 billion. Diluted earnings per
common share increased 41.3% in fiscal year 2020 to $7.75 from $5.49 in 2019.
Included in the fiscal 2020 results is a $1.1 billion pre-tax loss on
extinguishment of debt from cash tender offers to purchase and retire an
aggregate principal amount of $3.0 billion in outstanding notes with a weighted
average interest rate of 4.80%. The Company funded the cash tender offers with a
$4.0 billion issuance of unsecured notes with a weighted average interest rate
of 2.17%. These efforts took advantage of a favorable interest rate environment
to reduce our long-term interest expense. Also included in the results for
fiscal 2020 and 2019 are operating costs related to the Canada restructuring
actions. Adjusting 2020 and 2019 amounts for these discrete items not
contemplated in the business outlooks for those respective years, adjusted
diluted earnings per common share increased 54.4% in fiscal year 2020 to $8.86
from $5.74 in 2019 (see the   non-GAAP financial measures   discussion).

For 2020, cash flows from operating activities were $11.0 billion, with $1.8
billion used for capital expenditures. Continuing to deliver on our commitment
to return excess cash to shareholders, the Company repurchased $5.0 billion of
common stock and paid $1.7 billion in dividends during the year.

In 2020, we experienced unprecedented customer demand as the consumer mindset
turned its focus to the function and enjoyment of their home. During the
COVID-19 pandemic, the home has become a residence, a home school, a home office
and the primary location for recreation and entertainment. Due to our execution
of the Company's retail fundamentals strategy announced in 2018, which focused
on merchandising excellence, supply chain transformation, operational
efficiency, and customer engagement, we leveraged our improved operating
capabilities to quickly respond to the global health crisis and meet customer
demands.

The COVID-19 pandemic changed the way customers shop with Lowe's. In an effort
to enhance our omni-channel capabilities and to offer options to meet our
customer's needs, we rapidly rolled out curbside pickup in the first quarter. We
then launched mobile check-in for curbside pickup along with an internal order
picking app to improve associates' speed and accuracy in fulfilling orders, and
began the launch of touchless buy online pickup in store (BOPIS) lockers. We
also continue to enhance our mobile app to improve the customer pickup
experience, including geofencing technology that alerts our stores when
customers are on their way to pick up their orders. In addition, we completed
the re-platforming of Lowes.com to the cloud which greatly improved site
stability and functionality allowing us to achieve triple-digit online sales
growth for the year.

To provide customers with a more intuitive shopping experience and better align
our product adjacencies, especially for Pro customers, we made a significant
merchandising investment to reset the layout of our U.S. stores (U.S. Stores
Reset). The U.S. Stores Reset provides a faster shopping experience, increases
localized product assortments by eliminating unproductive bays
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which opens up space for new products better tailored to the local market, and
drives more transactions by moving the basket-building category of cleaning
products to the main power aisle of the store. The Company incurred
approximately $260 million of incremental expense in 2020, which is reflected
within selling, general and administrative (SG&A) expenses in the consolidated
statement of earnings, with approximately 95% of the resets complete as of the
end of the fiscal year.

In addition, throughout 2020, we continued to focus on gaining market share with
the Pro customer. We continue to elevate our brand and product offerings in the
job lot quantities they need. During the fourth quarter, we launched our new Pro
customer relationship management (CRM) tool which provides our Pro Desk with
tools to manage, grow and retain our Pro customers through consistent and
data-driven selling actions.

COVID-19 Response



We began the year focused on executing our retail strategy; however, we rapidly
re-prioritized our objectives to address the impacts of COVID-19. Our Company
has been committed to the following priorities while navigating the COVID-19
pandemic:

1.Protecting the health and safety of our associates and customers through a
safe store environment and shopping experience,
2.Financially supporting our associates during this challenging time, and
3.Providing support for our community, including healthcare providers and first
responders.

We implemented a number of initiatives to facilitate a safer store environment
throughout the year, including supporting social distancing by adding signage
and floor markers, installing plexiglass shields at the point-of-sale areas, and
designating social distancing ambassadors to monitor customer flow traffic;
enhancing cleaning procedures; and adopted a requirement for all front-line
associates to wear masks and a nationwide standard for all customers to wear
masks. For the year, we invested nearly $1.3 billion in COVID-related support
for our associates, store safety and communities. As part of our commitment to
provide financial assistance to our associates, this investment was inclusive of
$915 million of expense to support our associates, which included seven
discretionary payments for our hourly associates, a $2 per hour temporary wage
increase for hourly associates during the month of April, and emergency paid
leave for all associates who needed it. In addition, our support included $109
million in pandemic relief to support our communities, including grants to
support minority-owned and rural small businesses.

Looking Forward



In late 2020, after a period of time spent focusing on improving our retail
fundamentals, we unveiled our Total Home strategy, which is our commitment to
providing a full complement of products and services for Pros and Consumers
alike, enabling a Total Home solution for every need in the home. We believe our
Total Home strategy will enhance customer engagement and grow market share by
intensifying our focus on the Pro customer, expanding our online business,
modernizing installation services, improving localization efforts, and elevating
our product assortment.

In the coming year, we remain focused on growing market share, improving operating profitability, and driving sustainable growth. While there is uncertainty in the market and the home improvement sector, we believe we have the flexibility to manage and adapt our business in a dynamic economic environment.


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OPERATIONS

The following tables set forth the percentage relationship to net sales of each
line item of the consolidated statements of earnings, as well as the percentage
change in dollar amounts from the prior year. This table should be read in
conjunction with the following discussion and analysis and the consolidated
financial statements, including the related notes to the consolidated financial
statements.
                                                                                Basis Point Increase /
                                                                               (Decrease) in Percentage           Percentage Increase /
                                                                               of Net Sales from Prior         (Decrease) in Dollar Amounts
                                                                                         Year                        from Prior Year
                                      2020                   2019                   2020 vs. 2019                     2020 vs. 2019
Net sales                              100.00  %              100.00  %                              N/A                            24.2  %
Gross margin                            33.01                  31.80                           121                                  28.9
Expenses:
Selling, general and                    20.68                  21.30                           (62)                                 20.6
administrative
Depreciation and amortization            1.56                   1.75                           (19)                                 10.9
Operating income                        10.77                   8.75                           202                                  52.8
Interest - net                           0.95                   0.96                            (1)                                 22.9
Loss on extinguishment of debt           1.18                      -                           118                                      N/A
Pre-tax earnings                         8.64                   7.79                            85                                  37.6
Income tax provision                     2.13                   1.86                            27                                  41.8
Net earnings                             6.51  %                5.93  %                         58                                  36.3  %

                                                                                Basis Point Increase /
                                                                               (Decrease) in Percentage           Percentage Increase /
                                                                               of Net Sales from Prior         (Decrease) in Dollar Amounts
                                                                                         Year                        from Prior Year
                                      2019                   2018                   2019 vs. 2018                     2019 vs. 2018
Net sales                              100.00  %              100.00  %                              N/A                             1.2  %
Gross margin                            31.80                  32.12                           (32)                                  0.2
Expenses:
Selling, general and
administrative                          21.30                  24.41                          (311)                                (11.7)
Depreciation and amortization            1.75                   2.07                           (32)                                (14.5)
Operating income                         8.75                   5.64                           311                                  57.1
Interest - net                           0.96                   0.88                             8                                  10.6

Pre-tax earnings                         7.79                   4.76                           303                                  65.7
Income tax provision                     1.86                   1.52                            34                                  24.3
Net earnings                             5.93  %                3.24  %                        269                                  85.0  %


The following table sets forth key metrics utilized by management in assessing
business performance. This table should be read in conjunction with the
following discussion and analysis and the consolidated financial statements,
including the related notes to the consolidated financial statements.

Beginning on February 1, 2020, the Company changed the basis in which it
presents the comparable sales metric. The current metric is presented on a
transacted basis when tender is accepted from a customer. Prior to this change,
the Company's comparable sales metric was based on when control of the good or
service passed to the customer, which included timing impacts of deferred sales.
The purpose of the change was to align the metric with how the Lowe's management
team evaluates the business throughout the year and views performance relative
to peers. For the fiscal year ended January 29, 2021, the impact of excluding
deferred sales increased the comparable sales metric by 62 basis points. For the
fiscal year ended January 31, 2020, the impact of excluding deferred sales
decreased the comparable sales metric by 7 basis points. For the fiscal year
ended February 1, 2019, the impact of excluding deferred sales decreased the
comparable sales metric by 20 basis points. The comparable sales metric for the
fiscal years ended January 31, 2020 and February 1, 2019, has been recast to
conform to the current year presentation.

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Other Metrics                                               2020              2019              2018
Comparable sales increase 1                                  26.1  %            2.6  %            2.2  %
Total customer transactions (in millions)                   1,046               921               941
Average ticket 2                                         $  85.67          $  78.36          $  75.79
At end of year:
Number of stores                                            1,974             1,977             2,015
Sales floor square feet (in millions)                         208               208               209

Average store size selling square feet (in thousands) 3 105

     105               104
Return on average assets 4                                   12.4  %           10.8  %            6.4  %
Return on average shareholders' equity 5                    215.2  %          153.4  %           43.8  %
Net earnings to average debt and equity 6                    21.9  %           17.2  %            9.0  %
Return on invested capital 6                                 27.7  %           19.9  %           11.2  %


1  A comparable location is defined as a retail location that has been open
longer than 13 months. A location that is identified for relocation is no longer
considered comparable in the month of its relocation. The relocated location
must then remain open longer than 13 months to be considered comparable. A
location we have decided to close is no longer considered comparable as of the
beginning of the month in which we announce its closing. Comparable sales
include online sales, which positively impacted fiscal 2020, fiscal 2019, and
fiscal 2018 by approximately 565 basis points, 25 basis points, and 80 basis
points, respectively.
2  Average ticket is defined as net sales divided by the total number of
customer transactions.
3  Average store size selling square feet is defined as sales floor square feet
divided by the number of stores open at the end of the period. The average
Lowe's-branded home improvement store has approximately 112,000 square feet of
retail selling space.
4  Return on average assets is defined as net earnings divided by average total
assets for the last five quarters.
5  Return on average shareholders' equity is defined as net earnings divided by
average shareholders' equity for the last five quarters.
6  Return on invested capital is calculated using a non-GAAP financial measure.
Net earnings to average debt and equity is the most comparable GAAP ratio. See
below for additional information and reconciliations of non-GAAP measures.

Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share



Adjusted diluted earnings per share is considered a non-GAAP financial measure.
Management believes this non-GAAP financial measure provides useful insight for
analysts and investors in evaluating what management considers the Company's
core financial performance. Adjusted diluted earnings per share excludes the
impact of certain discrete items not contemplated in the Company's business
outlooks for 2020 and 2019. Unless otherwise noted, the income tax effect of
these adjustments is calculated using the marginal rates for the respective
periods.

Fiscal 2020 Impacts
•In the third quarter of fiscal 2019, the Company began a strategic review of
its Canadian operations, and in the fourth quarter of fiscal 2019, the Company
announced additional restructuring actions to improve future performance and
profitability of its Canadian operations. As a result of these actions, the
Company recognized pre-tax operating costs of $45 million related to inventory
write-downs and other closing costs in fiscal 2020 (Canada restructuring).

•In the third quarter of fiscal 2020, the Company recognized a $1.1 billion loss on extinguishment of debt in connection with the cash tender offers on an aggregate principal amount of $3.0 billion in outstanding notes (Loss on extinguishment of debt).



Fiscal 2019 Impacts
•Prior to the beginning of fiscal 2019, the Company announced its intention to
exit its Mexico retail operations and had planned to sell the operating
business. However, in the first quarter of fiscal 2019, after an extensive
market evaluation, the decision was made to instead sell the assets of the
business. That decision resulted in an $82 million tax benefit. Additionally,
the Company recognized $35 million of pre-tax operating costs associated with
the exit and ongoing wind-down of the Mexico retail operations in fiscal 2019
(Mexico adjustments).

•During the third quarter of fiscal 2019, the Company began a strategic review
of its Canadian operations resulting in pre-tax charges of $53 million
associated with long-lived asset impairment. In the fourth quarter, the Company
recognized pre-tax operating costs and charges of $176 million related to
inventory liquidation, accelerated depreciation and amortization, severance, and
other costs, as well as a net $26 million impact to income tax expense
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related to income tax valuation allowance. Total pre-tax operating costs and
charges for fiscal 2019 were $230 million (Canada restructuring).

Adjusted diluted earnings per share should not be considered an alternative to,
or more meaningful indicator of, the Company's diluted earnings per common share
as prepared in accordance with GAAP. The Company's methods of determining this
non-GAAP financial measure may differ from the method used by other companies
and may not be comparable.
                                                                 2020                                                               2019
                                       Pre-Tax Earnings             Tax            Net Earnings           Pre-Tax Earnings             Tax            Net Earnings
Diluted earnings per share, as
reported                                                                          $       7.75                                                       $ 

5.49


Non-GAAP Adjustments - per share
impacts
Loss on extinguishment of debt               1.41                  (0.36)                 1.05                     -                      -                     -
Canada restructuring                         0.06                      -                  0.06                  0.29                   0.02                  0.31
Mexico adjustments                              -                      -                     -                  0.05                  (0.11)                (0.06)
Adjusted diluted earnings per share                                               $       8.86                                                       $       5.74



Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial
measure. Management believes ROIC is a meaningful metric for analysts and
investors as a measure of how effectively the Company is using capital to
generate profits. Although ROIC is a common financial metric, numerous methods
exist for calculating ROIC. Accordingly, the method used by our management may
differ from the methods used by other companies. We encourage you to understand
the methods used by another company to calculate ROIC before comparing its ROIC
to ours.

We define ROIC as the rolling 12 months' lease adjusted net operating profit
after tax (Lease adjusted NOPAT) divided by the average of current year and
prior year ending debt and equity. Lease adjusted NOPAT is a non-GAAP financial
measure, and net earnings is considered to be the most comparable GAAP financial
measure. The calculation of ROIC, together with a reconciliation of net earnings
to Lease adjusted NOPAT, is as follows:
(In millions, except percentage data)              2020           2019      

2018


Calculation of Return on Invested Capital
Numerator
Net earnings                                    $  5,835       $  4,281       $  2,314
Plus:
Interest expense - net                               848            691            624
Operating lease interest                             171            195            206
Loss on extinguishment of debt                     1,060              -     

-


Provision for income taxes                         1,904          1,342     

1,080


Lease adjusted net operating profit                9,818          6,509     

4,224

Less:


Income tax adjustment 1                            2,416          1,554     

1,344

Lease adjusted net operating profit after tax $ 7,402 $ 4,955

  $  2,880

Denominator
Average debt and equity 2                       $ 26,686       $ 24,950       $ 25,713
Net earnings to average debt and equity             21.9  %        17.2  %         9.0  %
Return on invested capital                          27.7  %        19.9  %        11.2  %


1  Income tax adjustment is defined as net operating profit multiplied by the
effective tax rate, which was 24.6%, 23.9%, and 31.8% for 2020, 2019, and 2018,
respectively.
2  Average debt and equity is defined as average current year and prior year
ending debt, including current maturities, short-term borrowings, and operating
lease liabilities, plus the average current year and prior year ending total
equity.
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Fiscal 2020 Compared to Fiscal 2019

Net Sales - Net sales increased 24.2% to $89.6 billion in 2020. The increase in
total sales was driven primarily by comparable sales growth. Comparable sales
increased 26.1% over the same period, driven by a 14.0% increase in comparable
customer transactions and a 12.1% increase in comparable average ticket.
Comparable sales increases during each quarter of the fiscal year, as reported,
were 11.2% in the first quarter, 34.2% in the second quarter, 30.1% in the third
quarter, and 28.1% in the fourth quarter.

During 2020, we experienced comparable sales increases in all 15 product
categories, and broad-based growth with both DIY and Pro customers. Comparable
sales were above the Company average in Lumber, Lawn & Garden, Paint, Seasonal &
Outdoor Living, Tools, and Décor. Lumber experienced strong performance driven
by strong unit demand from both DIY and Pro customers, as well as benefits from
improved investments in job lot quantities and commodity inflation. As customers
focused on the home this year, Lawn & Garden, Paint, and Tools experienced
significant increases from indoor and outdoor DIY friendly home projects and
improvements. Lawn & Garden also saw benefit due to COVID-19 preparation in
cleaning. Seasonal & Outdoor Living saw increased sales driven by favorable
weather, and Décor delivered strong performance in home accents and home
organization as customers continue to look for impactful DIY projects.
Geographically, all 15 U.S. regions experienced positive comparable sales of at
least 20%, while Canada delivered comparable sales of 15%.

During the fourth quarter of 2020, we also experienced comparable sales
increases in all 15 product categories. Comparable sales increases were above
the company average in Lumber, Seasonal & Outdoor Living, Lawn & Garden, Paint,
Building Materials, Electrical, and Décor. Lumber led the sales performance due
to strong demand with Pro and DIY customers as well as commodity inflation.
Seasonal & Outdoor Living experienced strong performance during the holiday
season with a holiday trim-a-tree program that exceeded the customer's
expectations. Lawn & Garden and Paint benefited from consumers' continued focus
on the home. Building Materials saw strong demand with the Pro customer,
particularly in roofing and gutters. Geographically, all 15 U.S. regions
experienced increases in fourth quarter comparable sales of at least 19%, and
Canada delivered increased comparable sales of 18%.

Gross Margin - Gross margin as a percentage of sales for 2020 increased 121
basis points compared to 2019. Gross margin was positively impacted by
approximately 235 basis points of total rate improvement driven by continued
improvements in our pricing and promotional strategies as well as approximately
20 basis points of leverage due to prior year impact of store closures and
inventory liquidation associated with the Canadian restructuring. These benefits
were partially offset by 25 basis points of deleverage from supply chain costs,
25 basis points of deleverage from lower credit revenue, 25 basis points of
deleverage due to product mix, 20 basis points of deleverage from inventory
shrink, and 20 basis points of deleverage due to tariff pressure.

During the fourth quarter of 2020, gross margin increased 70 basis points as a
percentage of sales. Gross margin was positively impacted by approximately 145
basis points of total rate improvement driven by continued improvements in our
pricing, cost management, and promotional strategies as well as 80 basis points
of leverage due to prior year impact of store closures and inventory liquidation
associated with the Canadian restructuring. These benefits were partially offset
by 40 basis points of deleverage related to supply chain costs, 40 basis points
of deleverage from inventory shrink, 35 basis points of deleverage due to
product mix, and 20 basis points of deleverage from lower credit revenue.

SG&A - SG&A expense for 2020 leveraged 62 basis points as a percentage of sales
compared to 2019. This was primarily driven by 115 basis points of leverage in
retail operating salaries due to increased sales and improved store operating
efficiencies, 30 basis points of leverage in advertising, 30 basis point of
leverage in occupancy related to increased sales and decreased lease expenses,
and 15 basis points of leverage related to the Company's Canadian restructuring,
which included prior year long-lived asset impairment, severance and other costs
as well as current year closing costs. These were partially offset by 135
deleverage due to COVID-19 related expenses, including discretionary bonuses
paid to hourly front-line employees, emergency paid leave, and increased
cleaning costs and other safety-related programs, and 30 basis points of
deleverage due to our U.S. Stores Reset.

For the fourth quarter of 2020, SG&A expense leveraged 63 basis points as a
percentage of sales compared to the fourth quarter of 2019. This was primarily
driven by 130 basis points of leverage in retail operating salaries due to
increased sales and improved store operating efficiencies, 30 basis points of
leverage in occupancy related to increased sales and decreased lease expense, 25
basis points of leverage in advertising, 20 basis points of leverage related to
the Company's Canadian restructuring, which included prior year long-lived asset
impairment, severance and other costs as well as current year closing costs, and
15 basis points of leverage in utilities related to efficiency upgrades. These
were partially offset by 80 basis points deleverage due
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Table of Contents to COVID-19 related expenses, including hourly front-line employee bonus, emergency paid leave, and increased cleaning costs and other safety-related programs, and 75 basis points deleverage due to our U.S. Stores Reset.



Depreciation and Amortization - Depreciation and amortization expense leveraged
19 basis points for 2020 as a percentage of sales compared to 2019, driven by
increased sales in the current year. Depreciation and amortization expense
increased year over year due to incremental depreciation related to investments
in the business. Property, less accumulated depreciation, increased to $19.2
billion at January 29, 2021, compared to $18.8 billion at January 31, 2020. As
of January 29, 2021, and January 31, 2020, we owned 84% of our stores, which
included stores on leased land.

Interest - Net - Net interest expense is comprised of the following: (In millions)

                                             2020       2019
Interest expense, net of amount capitalized              $ 859      $ 706
Amortization of original issue discount and loan costs      13         12
Interest income                                            (24)       (27)
Interest - net                                           $ 848      $ 691



Net interest expense in 2020 leveraged one basis point primarily as a result of
increased sales in the current year, offset by interest expense related to the
issuance of $4.0 billion unsecured notes in March 2020 and $4.0 billion
unsecured notes in October 2020.

Loss on Extinguishment of Debt - During the third quarter of 2020, we repurchased and retired $3.0 billion aggregate principal amount of our outstanding debt resulting in a loss on extinguishment of debt of $1.1 billion.



Income Tax Provision - Our effective income tax rate was 24.6% in 2020 compared
to 23.9% in 2019. For 2019, the rate was favorably impacted by the tax benefit
associated with the Company's decision to sell the assets of the Mexico
business, which was offset by a valuation allowance established for the
Company's RONA inc. entity in Canada.

Our effective income tax rates were 25.9% and 34.3% for the three months ended
January 29, 2021 and January 31, 2020, respectively. Our effective income tax
rate for the fourth quarter of 2019 was negatively impacted by the valuation
allowance established for the Company's RONA inc. entity in Canada.

Fiscal 2019 Compared to Fiscal 2018



For a comparison of our results of operations for the fiscal years ended
January 31, 2020 and February 1, 2019, see "Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of our
Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed
with the SEC on March 23, 2020.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity



Significant customer demand and operating performance for the fiscal year drove
a substantial increase in cash flows from operations. These increases,
supplemented with our short-term and long-term borrowings, have provided ample
liquidity to fund our operations while allowing us to make strategic investments
in our omni-channel capabilities to support long-term growth and return excess
cash to shareholders in the form of dividends and share repurchases. As of
January 29, 2021, we held $4.7 billion of cash and cash equivalents, as well as
$3 billion in undrawn capacity on our revolving credit facilities. We believe
that our sources of liquidity will continue to be adequate to fund our
operations and investments to grow our business, repay our debt as it becomes
due, pay dividends, and fund our share repurchases over the next 12 months.

Cash Flows Provided by Operating Activities


        (In millions)                                   2020         2019         2018
        Net cash provided by operating activities    $ 11,049      $ 4,296      $ 6,193



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Cash flows from operating activities continued to provide the primary source of
our liquidity. The increase in net cash provided by operating activities for the
year ended January 29, 2021 versus the year ended January 31, 2020, was due
primarily to higher net earnings and changes in working capital. Accounts
payable increased for fiscal 2020 by $3.2 billion compared to a decrease of $637
million in fiscal 2019, driving an additional $3.8 billion in operating cash
flows for fiscal 2020. The increase in accounts payable was driven by higher
sustained inventory purchase volume in 2020 as compared to 2019. Other operating
liabilities increased $813 million for fiscal 2020 compared to a decrease of
$639 million in fiscal 2019. The increase in other operating liabilities in the
current year is primarily driven by increases in accrued compensation and
employee benefits, and increased accrued payroll taxes due to the deferral of
qualifying employer payroll taxes in accordance with the Coronavirus, Aid,
Relief, and Economic Securities Act (the CARES Act). Inventory decreased
operating cash flow for fiscal 2020 by approximately $3.0 billion compared to a
decrease of $600 million for fiscal 2019, primarily due to higher inventory
purchases to meet sustained customer demand in 2020, as well as build-up of
inventory for the spring selling season.

Cash Flows Used in Investing Activities


        (In millions)                                2020          2019          2018
        Net cash used in investing activities     $ (1,894)     $ (1,369)     $ (1,080)

Net cash used in investing activities primarily consists of transactions related to capital expenditures.



Capital expenditures

Our capital expenditures generally consist of investments in our strategic
initiatives to enhance our ability to serve customers, improve existing stores,
and support expansion plans. Capital expenditures were $1.8 billion in 2020,
$1.5 billion in 2019, and $1.2 billion in 2018. The following table provides the
allocation of capital expenditures for 2020, 2019, and 2018:
                                                                 2020       

2019 2018


    Existing store investments ¹                                  85  %   

80 % 60 %


    Strategic initiatives ²                                       10  %   

10 % 20 %

New stores, new corporate facilities and international 3 5 %

10 % 20 %


    Total capital expenditures                                   100  %    

100 % 100 %




1Includes merchandising resets, facility repairs, replacements of IT and store
equipment, among other specific efforts.
2Represents investments related to our strategic focus areas aimed at improving
customers' experience and driving improved performance in the near and long
term.
3Represents expenditures primarily related to land purchases, buildings, and
personal property for new store projects and new corporate facilities projects
as well as expenditures related to our international operations.

Our 2021 capital expenditures forecast is approximately $2.0 billion. The following table provides the allocation of our fiscal 2021 capital expenditures forecast:


                                                                        2021
           Existing store investments                                   60  %
           Strategic initiatives                                        30  %
           New stores, new corporate facilities and international       10  %


Cash Flows Used in Financing Activities


        (In millions)                                2020          2019          2018
        Net cash used in financing activities     $ (5,191)     $ (2,735)     $ (5,124)

Net cash used in financing activities primarily consist of transactions related to our short-term borrowings, long-term debt, share repurchases, and cash dividend payments.

Short-term Borrowing Facilities



In March 2020, we entered into a $1.02 billion five-year unsecured revolving
credit agreement (the 2020 Credit Agreement) with a syndicate of banks. In
addition, we have a $1.98 billion five-year unsecured revolving second amended
and restated
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Table of Contents credit agreement (the Second Amended and Restated Credit Agreement) with a syndicate of banks. Subject to obtaining commitments from the lenders and satisfying other conditions specified in the 2020 Credit Agreement and the Second Amended and Restated Credit Agreement, the Company may increase the combined aggregate availability of both agreements by an additional $520 million.

In January 2020, we entered into a $1 billion unsecured 364-day term loan facility (the "Term Loan"). The Company repaid the Term Loan during fiscal 2020.



In September 2019, we entered into a $250 million unsecured 364-day credit
agreement (the 2019 Credit Agreement) with a syndicate of banks. In connection
with the 2020 Credit Agreement, the Company refinanced the 2019 Credit Agreement
and terminated any commitments under the 2019 Credit Agreement as of March 23,
2020.

The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement
support our commercial paper program. The amount available to be drawn under the
2020 Credit Agreement and the Second Amended and Restated Credit Agreement is
reduced by the amount of borrowings under our commercial paper program. There
were no outstanding borrowings under the Company's commercial paper program, the
2020 Credit Agreement, or the Second Amended and Restated Credit Agreement as of
January 29, 2021. Outstanding borrowings under the Company's commercial paper
program were $941 million, with a weighted average interest rate of 2.10%, as of
January 31, 2020. There was $1.0 billion in outstanding borrowings under the
Term Loan, with a weighted average interest rate of 2.29%, and no borrowings
outstanding under the Second Amended and Restated Credit Agreement or the 2019
Credit Agreement as of January 31, 2020. Total combined availability under the
2020 Credit Agreement and the Second Amended and Restated Credit Agreement as of
January 29, 2021, was $3.0 billion.

Our commercial paper program, along with cash flows generated from operations,
is typically utilized during our fourth fiscal quarter to build inventory in
anticipation of the spring selling season. The following table includes
additional information related to our short-term borrowings for 2020, 2019, and
2018:
(In millions, except for interest rate data)                  2020              2019              2018
Net change in commercial paper                             $   (941)         $    220          $   (415)
Maximum commercial paper outstanding at any month-end      $  1,858          $  1,364          $    892
Short-term borrowings outstanding at year-end              $      -          $  1,941          $    722
Weighted-average interest rate of short-term borrowings
outstanding                                                       -  %           2.14  %           2.81  %


The Second Amended and Restated Credit Agreement and the 2020 Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at January 29, 2021.

Long-term Debt

The following table includes additional information related to the Company's long-term debt for 2020, 2019, and 2018:


           (In millions)                             2020          2019         2018
           Net proceeds from issuance of debt     $  7,929      $  3,972      $    -
           Repayment of debt                      $ (5,618)     $ (1,113)     $ (326)



In 2020, we issued $8.0 billion of unsecured notes. This is comprised of $4.0
billion of unsecured notes issued in March 2020 to finance current year
maturities and for other general corporate purposes and $4.0 billion of
unsecured notes issued in October 2020 to fund the 2020 cash tender offers to
purchase existing unsecured notes and for other general corporate purposes. We
completed the tender offers in October 2020 in which we purchased and retired an
aggregate principal amount of $3.0 billion of our higher coupon notes prior to
maturity to take advantage of a favorable interest rate environment to reduce
our long-term interest expense. As part of this transaction, we incurred $1.1
billion of debt extinguishment costs which included premium to noteholders and
the cost of reverse treasury lock derivative contracts associated with the
tender offers. In 2020, we paid $500 million to repay scheduled long-term debts
at maturity.

In 2019, we issued $3.0 billion of unsecured notes to finance 2019 maturities
and for other general corporate purposes, which included share repurchases,
capital expenditures, strategic investments, and working capital needs. In 2019,
we paid approximately $1.1 billion to retire scheduled debts at maturity.

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Table of Contents Our ratio of debt to capital (equity plus debt) was 93.8% and 90.7% as of January 29, 2021 and January 31, 2020, respectively.

Share Repurchases



We have an ongoing share repurchase program, authorized by the Company's Board
of Directors, that is executed through purchases made from time to time either
in the open market or through private off-market transactions. We also withhold
shares from employees to satisfy tax withholding liabilities. Shares repurchased
are retired and returned to authorized and unissued status. The following table
provides, on a settlement date basis, the total number of shares repurchased,
average price paid per share, and the total amount paid for share repurchases
for 2020, 2019, and 2018:
         (In millions, except per share data)         2020          2019         2018
         Total amount paid for share repurchases   $  4,971      $  4,313      $ 3,037
         Total number of shares repurchased            34.5          41.2         31.6
         Average price paid per share              $ 144.08      $ 104.68      $ 96.18

As of January 29, 2021, we had $19.7 billion remaining under our share repurchase program with no expiration date. We expect to repurchase shares totaling approximately $9.0 billion in 2021.

Dividends



In 2020, we increased our quarterly dividend payment by 9% to $0.60 per share.
Our dividend payment dates are established such that dividends are paid in the
quarter immediately following the quarter in which they are declared. The
following table provides additional information related to our dividend payments
for 2020, 2019, and 2018:
(In millions, except per share data and percentage
data)                                                      2020              2019              2018
Total cash dividend payments                            $  1,704          $  1,618          $  1,455
Dividends paid per share                                $   2.25          $ 

2.06 $ 1.78



Dividend payout ratio                                         29  %             38  %             63  %



Capital Resources

We expect to continue to have access to the capital markets on both short-term
and long-term bases when needed for liquidity purposes by issuing commercial
paper or new long-term debt. The availability and the borrowing costs of these
funds could be adversely affected, however, by a downgrade of our debt ratings
or a deterioration of certain financial ratios. The table below reflects our
debt ratings by Standard & Poor's (S&P) and Moody's as of March 22, 2021, which
is disclosed to provide an enhanced understanding of our sources of liquidity
and the effect of our ratings on our cost of funds. Our debt ratings have
enabled, and should continue to enable, us to refinance our debt as it becomes
due at favorable rates in capital markets. Our commercial paper and senior debt
ratings may be subject to revision or withdrawal at any time by the assigning
rating organization, and each rating should be evaluated independently of any
other rating.
Debt Ratings         S&P         Moody's
Commercial Paper     A-2           P-2
Senior Debt          BBB+         Baa1
Outlook             Stable       Stable



There are no provisions in any agreements that would require early cash
settlement of existing debt or leases as a result of a downgrade in our debt
rating or a decrease in our stock price. In addition, we do not believe it will
be necessary to repatriate significant cash and cash equivalents and short-term
investments held in foreign affiliates to fund domestic operations.

OFF-BALANCE SHEET ARRANGEMENTS



We do not have any off-balance sheet financing that has, or is reasonably likely
to have, a current or future material effect on our financial condition, cash
flows, results of operations, liquidity, capital expenditures or capital
resources.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table summarizes our significant contractual obligations at
January 29, 2021:
                                                                         Payments Due by Period
Contractual Obligations                                  Less Than 1
(in millions)                              Total                Year           1-3 Years           4-5 Years           After 5 Years
Long-term debt (principal amounts,
excluding discount and debt issuance
costs)                               $ 21,312          $    1,025

$ 1,268 $ 1,950 $ 17,069 Long-term debt (interest payments) 19,390

                 774               1,458               1,377                  15,781
Finance lease obligations 1, 2            796                 113                 231                 195                     257
Operating leases 1, 2                   5,519                 684               1,413               1,122                   2,300
Purchase obligations 3                  1,118                 654                 364                 100                       -

Total contractual obligations $ 48,135 $ 3,250 $ 4,734 $ 4,744 $ 35,407



                                                                Amount of Commitment Expiration by Period
Commercial Commitments                                   Less Than 1
(in millions)                              Total                Year           1-3 Years           4-5 Years           After 5 Years
Letters of Credit 4                  $     61          $        4          $       57          $        -          $            -


1  Amounts do not include taxes, common area maintenance, insurance, or
contingent rent because these amounts have historically been insignificant.
2  Amounts include imputed interest.
3  Purchase obligations include agreements to purchase goods or services that
are enforceable, are legally binding, and specify all significant terms,
including fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the transaction. Our
purchase obligations include firm commitments related to certain marketing and
information technology programs, as well as purchases of merchandise inventory.
4  Letters of credit are issued primarily for insurance and construction
contracts.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The preparation of the consolidated financial statements and notes to
consolidated financial statements presented in this Annual Report requires us to
make estimates that affect the reported amounts of assets, liabilities, sales
and expenses, and related disclosures of contingent assets and liabilities. We
base these estimates on historical results and various other assumptions
believed to be reasonable, all of which form the basis for making estimates
concerning the carrying values of assets and liabilities that are not readily
available from other sources. Actual results may differ from these estimates.

Our significant accounting policies are described in Note 1 to the consolidated financial statements included herein. We believe that the following accounting policies affect the most significant estimates and management judgments used in preparing the consolidated financial statements.

Merchandise Inventory

Description


We record an obsolete inventory reserve for the anticipated loss associated with
selling inventories below cost. This reserve is based on our current knowledge
with respect to inventory levels, sales trends and historical experience. During
2020, our reserve increased approximately $77 million to $182 million as of
January 29, 2021.

We also record an inventory reserve for the estimated shrinkage between physical
inventories. This reserve is based primarily on actual shrinkage results from
previous physical inventories. Due to COVID-19, the Company did not complete
physical inventories for approximately 7% of retail locations originally planned
in 2020. For those locations where physical inventories were not completed, the
Company recorded an immaterial adjustment for its estimate of shrinkage as of
January 29, 2021, and these locations will have physical inventories completed
by March 31, 2021. During 2020, the inventory shrink reserve increased
approximately $121 million to $365 million as of January 29, 2021, in response
to higher volumes and estimated shrinkage rates based on results from previous
physical inventories.

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In addition, we receive funds from vendors in the normal course of business,
principally as a result of purchase volumes, sales, early payments or promotions
of vendors' products. Generally, these vendor funds do not represent the
reimbursement of specific, incremental and identifiable costs that we incurred
to sell the vendor's product. Many of the vendor funds associated with these
purchases are earned under agreements that are negotiated on an annual basis or
shorter. The funds are recorded as a reduction to the cost of inventory as they
are earned. As the related inventory is sold, the amounts are recorded as a
reduction to cost of sales. Funds that are determined to be reimbursements of
specific, incremental and identifiable costs incurred to sell vendors' products
are recorded as an offset to the related expense.

Judgments and uncertainties involved in the estimate
We do not believe that our merchandise inventories are subject to significant
risk of obsolescence in the near term, and we have the ability to adjust
purchasing practices based on anticipated sales trends and general economic
conditions. However, changes in consumer purchasing patterns or a deterioration
in product quality could result in the need for additional reserves. Likewise,
changes in the estimated shrink reserve may be necessary, based on the timing
and results of physical inventories. We also apply judgment in the determination
of levels of obsolete inventory and assumptions about net realizable value.

For vendor funds, we develop accrual rates based on the provisions of the
agreements in place. Due to the complexity and diversity of the individual
vendor agreements, we perform analyses and review historical purchase trends and
volumes throughout the year, adjust accrual rates as appropriate and confirm
actual amounts with select vendors to ensure the amounts earned are
appropriately recorded. Amounts accrued throughout the year could be impacted if
actual purchase volumes differ from projected purchase volumes, especially in
the case of programs that provide for increased funding when graduated purchase
volumes are met.

Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to establish our
inventory valuation or the related reserves for obsolete inventory or inventory
shrinkage during the past three fiscal years. We believe that we have sufficient
current and historical knowledge to record reasonable estimates for both of
these inventory reserves. However, it is possible that actual results could
differ from recorded reserves. A 10% change in either the amount of products
considered obsolete or the weighted average estimated loss rate used in the
calculation of our obsolete inventory reserve would have affected net earnings
by approximately $14 million for 2020. A 10% change in the estimated shrinkage
rate included in the calculation of our inventory shrink reserve would have
affected net earnings by approximately $27 million for 2020.

We have not made any material changes in the methodology used to recognize vendor funds during the past three fiscal years. If actual results are not consistent with the assumptions and estimates used, we could be exposed to additional adjustments that could positively or negatively impact gross margin and inventory. However, substantially all receivables associated with these activities do not require subjective long-term estimates because they are collected within the following fiscal year. Adjustments to gross margin and inventory in the following fiscal year have historically not been material.

Long-Lived Asset Impairment

Description


We review the carrying amounts of locations whenever certain events or changes
in circumstances indicate that the carrying amounts may not be recoverable. When
evaluating locations for impairment, our asset group is at an individual
location level, as that is the lowest level for which cash flows are
identifiable. Cash flows for individual locations do not include an allocation
of corporate overhead.

We evaluate locations for triggering events relating to long-lived asset
impairment on a quarterly basis to determine when a location's asset may not be
recoverable. For operating locations, our primary indicator that assets may not
be recoverable is consistently negative cash flow for a 12-month period for
those locations that have been open in the same location for a sufficient period
of time to allow for meaningful analysis of ongoing operating results.
Management also monitors other factors when evaluating operating locations for
impairment, including individual locations' execution of their operating plans
and local market conditions, including incursion, which is the opening of either
other Lowe's locations or those of a direct competitor within the same market.
We also consider there to be a triggering event when there is a current
expectation that it is more likely than not that a given location will be closed
or otherwise disposed of significantly before the end of its previously
estimated useful life.

A potential impairment has occurred if projected future undiscounted cash flows
expected to result from the use and eventual disposition of the location's
assets are less than the carrying amount of the assets. The carrying value of a
location's asset group includes inventory, property, operating and finance lease
right-of-use assets and operating liabilities including inventory payables,
salaries payable and operating lease liabilities. Financial and nonoperating
liabilities are excluded from the carrying
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value of the asset group. When determining the stream of projected future cash
flows associated with an individual operating location, management makes
assumptions, incorporating local market conditions, about key store variables
including sales growth rates, gross margin and controllable expenses, such as
store payroll and operating expense, as well as asset residual values or lease
rates. Operating lease payments are included in the projected future cash flows.
Financing lease payments are excluded from the projected future cash flows. An
impairment loss is recognized when the carrying amount of the operating location
is not recoverable and exceeds its fair value.

We use an income approach to determine the fair value of our individual
operating locations, which requires discounting projected future cash flows.
This involves making assumptions regarding both a location's future cash flows,
as described above, and an appropriate discount rate to determine the present
value of those future cash flows. We discount our cash flow estimates at a rate
commensurate with the risk that selected market participants would assign to the
cash flows. The selected market participants represent a group of other
retailers with a market footprint similar in size to ours.

We use a market approach to determine the fair value of our individual locations
identified for closure. This involves making assumptions regarding the estimated
selling prices or estimated lease rates by obtaining information from property
brokers or appraisers in the specific markets being evaluated. The information
includes comparable sales of similar assets and assumptions about demand in the
market for purchase or lease of these assets.

Judgments and uncertainties involved in the estimate
Our impairment evaluations require us to apply judgment in determining whether a
triggering event has occurred, including the evaluation of whether it is more
likely than not that a location will be closed significantly before the end of
its previously estimated useful life. Our impairment loss calculations require
us to apply judgment in estimating expected future cash flows, including
estimated sales, margin, and controllable expenses, assumptions about market
performance for operating locations, and estimated selling prices or lease rates
for locations identified for closure. We also apply judgment in estimating asset
fair values, including the selection of an appropriate discount rate for fair
values determined using an income approach.

Effect if actual results differ from assumptions
During fiscal years 2020 and 2019, long-lived asset impairment recorded within
selling, general and administrative expenses in the consolidated statements of
earnings was immaterial. We have not made any material changes in the
methodology used to estimate the future cash flows of operating locations or
locations identified for closure during the past three fiscal years. If the
actual results are not consistent with the assumptions and judgments we have
made in determining whether it is more likely than not that a location will be
closed significantly before the end of its useful life or in estimating future
cash flows and determining asset fair values, our actual impairment losses could
vary from our estimated impairment losses. In the event that our estimates vary
from actual results, we may record additional impairment losses, which could be
material to our results of operations.

Self-Insurance

Description


We are self-insured for certain losses relating to workers' compensation,
automobile, general and product liability, extended protection plans, and
certain medical and dental claims. We have excess insurance coverage above
certain retention amounts to limit exposure from single events and earnings
volatility. Our self-insured retention or deductible, as applicable, is limited
to $2 million per occurrence involving workers' compensation, $10 million per
occurrence involving general or product liability, and $10 million per
occurrence involving automobile. We do not have any excess insurance coverage
for self-insured extended protection plan or medical and dental claims.
Self-insurance claims filed and claims incurred but not reported are accrued
based upon our estimates of the discounted ultimate cost for self-insured claims
incurred using actuarial assumptions followed in the insurance industry and
historical experience. During 2020, our self-insurance liabilities decreased
approximately $11 million to $1.1 billion as of January 29, 2021.

Judgments and uncertainties involved in the estimate
These estimates are subject to changes in the regulatory environment, utilized
discount rate, projected exposures including payroll, sales and vehicle units,
as well as the frequency, lag and severity of claims.

Effect if actual results differ from assumptions
We have not made any material changes in the methodology used to establish our
self-insurance liability during the past three fiscal years. Although we believe
that we have the ability to reasonably estimate losses related to claims, it is
possible that actual results could differ from recorded self-insurance
liabilities. A 10% change in our self-insurance liability would have affected
net earnings by approximately $82 million for 2020. A 100 basis point change in
our discount rate would have affected net earnings by approximately $23 million
for 2020.
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