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September 19, 2022
Marvin R. Ellison
Chairman, President and Chief Executive Officer
Lowe’s Companies, Inc.
1000 Lowes Blvd.
Mooresville, NC 28117
Re:Lowe’s Companies, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 27, 2022
File No. 001-07898
Dear Mr. Ellison:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed May 27, 2022
General
1.Please expand your discussion to address how the experience of your Lead Independent
Director is brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the

 FirstName LastNameMarvin R. Ellison
 Comapany NameLowe’s Companies, Inc.
 September 19, 2022 Page 2
 FirstName LastName
Marvin R. Ellison
Lowe’s Companies, Inc.
September 19, 2022
Page 2
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program