This discussion and analysis summarizes the significant factors affecting our
consolidated operating results, liquidity and capital resources during the three
and nine months ended October 29, 2021, and October 30, 2020. This discussion
and analysis should be read in conjunction with the consolidated financial
statements and notes to the consolidated financial statements that are included
in our Annual Report on Form 10-K for the fiscal year ended January 29, 2021
(the Annual Report), as well as the consolidated financial statements
(unaudited) and notes to the consolidated financial statements (unaudited)
contained in this report. Unless otherwise specified, all comparisons made are
to the corresponding period of 2020. 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 in the third quarter of 2021 increased 2.7% to $22.9 billion compared
to net sales of $22.3 billion in the third quarter of 2020. The increase in
total sales was primarily driven by an increase in comparable sales. Net
earnings in the third quarter of 2021 were $1.9 billion, which represents an
increase of 174.0% compared to net earnings of $692 million in the third quarter
of 2020. Diluted earnings per common share increased to $2.73 in the third
quarter of 2021 from $0.91 in the third quarter of 2020. Included in the third
quarter of 2020 results are 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 and operating costs related to the
Canadian restructuring actions. Adjusting for these items, diluted earnings per
common share increased to $2.73 in the third quarter of 2021 from adjusted
diluted earnings per common share of $1.98 in the third quarter of 2020 (see the
discussion of   non-GAAP financial measures  ).

For the first nine months of 2021, cash flows from operating activities were
approximately $9.2 billion, while $1.3 billion was used for capital
expenditures. Continuing to deliver on our commitment to return excess cash to
shareholders, we repurchased $2.9 billion of common stock and paid $563 million
in dividends during the three months ended October 29, 2021.

During the third quarter of 2021, comparable sales increased by 2.2%. Nine of 15
U.S. regions and 11 of 15 product categories generated positive comparable sales
during the quarter. Through the disciplined execution of our Total Home
strategy, which was launched at the end of 2020, we experienced strong results
with both our Pro and DIY customers and continue to gain confidence with both
customers as the destination for all their project needs. This quarter, we also
leveraged our scale and carrier relationships to secure transportation capacity
and to minimize the impact of cost increases as well as ordered seasonal
inventory earlier than in past years in order to maintain competitive in-stock
positions and build inventory in key high-demand categories despite widespread
disruptions in the global supply chain.

COVID-19 response

We remain committed to the health and safety of our associates and customers,
while supporting the communities in which we operate. During the quarter, we
incurred $47 million of additional COVID-related expenses in support of our
associates and store safety initiatives. Subsequent to the end of the quarter,
the Occupational Safety and Health Administration (OSHA) issued an Emergency
Temporary Standard (ETS) regarding COVID-19 vaccination and testing. We are
evaluating the impact of the OSHA ETS on our business.

Looking forward

Transforming and modernizing our supply chain has been a key focus for the
Company the last few years. During the quarter, we continued to make progress on
our market-based delivery model for big and bulky product. In this new delivery
model, products flow directly to customer homes from our distribution network,
bypassing stores altogether. This model is expected to provide our customers
with higher on-time delivery rates and improved customer satisfaction. We are
also opening space in our store showrooms which allows expansion of our same-day
and next-day Pro and DIY fulfillment capabilities.
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The pillars of our Total Home strategy include a focus on the Pro customer,
online business expansion, modernization of our installation services, improving
localization efforts, and elevating our product assortment, which together are
designed to enhance customer engagement and grow market share. As part of this
strategy, we continue to expand products available for installation and are
leveraging our e-commerce platform to deliver a better customer experience.
Although the business environment remains uncertain, we are confident that we
will continue to drive market share gains and operating efficiency through the
agility of our Total Home strategy.

OPERATIONS

The following table sets forth the percentage relationship to net sales of each
line item of the consolidated statements of earnings (unaudited), as well as the
percentage change in dollar amounts from the prior period. This table should be
read in conjunction with the following discussion and analysis and the
consolidated financial statements (unaudited), including the related notes to
the consolidated financial statements (unaudited).
                                                                                          Basis Point Increase
                                                                                             / (Decrease) in           Percentage Increase /
                                                                                            Percentage of Net          (Decrease) in Dollar
                                                                                            Sales from Prior            Amounts from Prior
                                                   Three Months Ended                            Period                       Period
                                       October 29, 2021          October 30, 2020             2021 vs. 2020                2021 vs. 2020
Net sales                                       100.00  %                 100.00  %                         N/A                        2.7  %
Gross margin                                     33.10                     32.72                             38                        3.9
Expenses:
Selling, general and administrative              19.08                     21.38                          (230)                       (8.3)
Depreciation and amortization                     1.85                      1.59                             26                       19.6
Operating income                                 12.17                      9.75                            242                       28.2
Interest - net                                    0.97                      0.99                            (2)                        1.2
Loss on extinguishment of debt                       -                      4.75                          (475)                       (100.0)
Pre-tax earnings                                 11.20                      4.01                            719                      186.9
Income tax provision                              2.93                      0.91                            202                      230.8
Net earnings                                      8.27  %                   3.10  %                         517                      174.0  %


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                                                                                          Basis Point Increase
                                                                                             / (Decrease) in           Percentage Increase /
                                                                                            Percentage of Net          (Decrease) in Dollar
                                                                                            Sales from Prior            Amounts from Prior
                                                    Nine Months Ended                            Period                       Period
                                       October 29, 2021          October 30, 2020             2021 vs. 2020                2021 vs. 2020
Net sales                                       100.00  %                 100.00  %                         N/A                        8.1  %
Gross margin                                     33.41                     33.36                              5                        8.3
Expenses:
Selling, general and administrative              18.10                     20.18                          (208)                       (3.0)
Depreciation and amortization                     1.64                      1.46                             18                       21.6
Operating income                                 13.67                     11.72                            195                       26.1
Interest - net                                    0.86                      0.93                            (7)                        0.9
Loss on extinguishment of debt                       -                      1.53                          (153)                     (100.0)
Pre-tax earnings                                 12.81                      9.26                            355                       49.5
Income tax provision                              3.15                      2.25                             90                       51.0
Net earnings                                      9.66  %                   7.01  %                         265                       49.0  %



The following table shows the key metrics used by management to assess business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the notes to the consolidated financial statements (unaudited).

                                                       Three Months Ended                                 Nine Months Ended
Other Metrics                              October 29, 2021          

October 30, 2020 October 29, 2021 October 30, 2020
Comparable sales increase 1

                            2.2  %                 30.1   %                   7.4  %                 25.6   %
Total customer transactions (in millions)              237                     257                       785                     819
Average ticket 2                          $          96.54          $        86.96           $         95.40          $        84.55
At end of period:
Number of stores                                     1,973                   1,969
Sales floor square feet (in millions)                  208                  

208

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

106

Net earnings to average debt and equity 4             27.5  %                 19.5   %
Return on invested capital 4                          30.1  %                 25.1   %


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 are
presented on a transacted basis when tender is accepted from a customer.
Comparable sales include online sales, which positively impacted third quarter
fiscal 2021 and fiscal 2020 comparable sales by approximately 175 basis points
and 485 basis points, respectively, and year-to-date fiscal 2021 and fiscal 2020
comparable sales by approximately 170 basis points and 530 basis points,
respectively. The comparable store sales calculation included in the preceding
table was calculated using comparable 13-week and 39-week periods.
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 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.
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Non-GAAP financial measures

Adjusted diluted earnings per share

Adjusted diluted earnings per share is considered a non-GAAP financial measure.
The Company 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 discrete items, further described below, not contemplated in the
Company's business outlook for the third quarter of fiscal 2020. Unless
otherwise noted, the income tax effect of these adjustments is calculated using
the marginal rate for the period.

Fiscal 2020 Impacts
•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).

•Beginning 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 actions to improve future performance and
profitability of its Canadian operations. As a result of this review and related
actions, in the third quarter of fiscal 2020, the Company recognized $13 million
of pre-tax operating costs related to inventory write-downs and other closing
costs (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
non-GAAP financial measures may differ from the method used by other companies
and may not be comparable.
                                                                                                     Three Months Ended
                                                                      October 30, 2020
                                                                                      Pre-Tax
                                                                                     Earnings                Tax             Net Earnings
Diluted earnings per share, as reported                                                                                     $       0.91
Non-GAAP adjustments - per share impacts
Loss on extinguishment of debt                                                          1.40                 (0.35)                 1.05
Canada restructuring                                                                    0.02                     -                  0.02

Adjusted diluted earnings per share                                                                                         $       1.98



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.

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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:
                                                         For the Periods 

Ended

(In millions, except percentage data)            October 29, 2021      October 30, 2020
Calculation of Return on Invested Capital
Numerator
Net Earnings                                    $         8,213       $         5,367
Plus:
Interest expense - net                                      854                   827
Loss on extinguishment of debt                                -                 1,060
Operating lease interest                                    162                   177
Provision for income taxes                                2,700                 1,828
Lease adjusted net operating profit                      11,929             

9 259

Less:

Income tax adjustment 1                                   2,952             

2 353

Adjusted net rental operating income after tax $ 8,977

    6,906

Denominator
Average debt and equity 2                       $        29,836       $        27,525
Net earnings to average debt and equity                    27.5  %               19.5  %
Return on invested capital                                 30.1  %               25.1  %


1  Income tax adjustment is defined as lease adjusted net operating profit
multiplied by the effective tax rate, which was 24.7% and 25.4% for the periods
ended October 29, 2021, and October 30, 2020, 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.

Results of Operations

Net Sales - Net sales in the third quarter of 2021 increased 2.7% to $22.9
billion. The increase in total sales was primarily driven by comparable sales
growth. Comparable sales increased 2.2% over the same period, driven by a 9.7%
increase in comparable average ticket, partially offset by a 7.5% decrease in
comparable customer transactions.

During the third quarter of 2021, we experienced comparable sales increases in
11 of 15 product categories, led by Electrical, Appliances, and Rough Plumbing.
We delivered strong comparable sales in Electrical due to unit price increases
driven by copper inflation. Appliances benefited from strong unit sales in major
appliances: Refrigerators, Freezers and Laundry. Pro customer demand in
attachment categories, as well as higher unit sales of Tanks & Water Supply
Pumps and Air Filters due to the impacts of Hurricane Ida and wildfires, drove
strength in Rough Plumbing. We experienced the lowest comparable sales in
Lumber, Lighting, and Hardware in the quarter. Lumber decline was due to cycling
prior year strong DIY demand, as well as a decline in unit prices due to
deflation. Lighting sales were down due to a high volume of clearance sales in
the prior year during the reset of the layout of our U.S. stores (U.S. Stores
Reset), and a decline in DIY demand in Lighting and Ceiling Fans.
Geographically, nine of 15 U.S. regions experienced positive comparable sales,
while our Canadian operations experienced negative comparable sales due to lower
Lumber sales as the Canadian business is more heavily weighted towards Lumber.

Net sales increased 8.1% to $74.9 billion for the first nine months of 2021
compared to 2020. Comparable sales increased 7.4% over the same period, driven
by a 11.6% increase in comparable average ticket, partially offset by a 4.2%
decrease in comparable customer transactions.

Gross Margin - For the third quarter of 2021, gross margin as a percentage of
sales increased 38 basis points. The gross margin increase for the quarter is
driven by approximately 60 basis points of leverage from higher credit revenue,
20 basis points of leverage from inventory shrink, and five basis points of
favorable product mix, partially offset by 30 basis points of
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deleverage from supply chain costs and 25 basis points of deleverage in product
margin rate. Product margin rate was pressured early in the quarter by a steep
drop in Lumber prices which began in July. These pressures were largely
mitigated by data-driven pricing and product cost management strategies across
other product categories.

Gross margin as a percentage of sales increased five basis points in the first
nine months of 2021 compared to 2020. Gross margin was positively impacted by
approximately 55 basis points of total rate improvement driven by continued
improvements in managing product costs and disciplined pricing strategies and 25
basis points of leverage from higher credit revenue. These favorable impacts are
partially offset by approximately 40 basis points of product mix shifts and 30
basis points of deleverage from supply chain costs.

SG&A - For the third quarter of 2021, SG&A expense leveraged 230 basis points as
a percentage of sales compared to the third quarter of 2020. This is primarily
driven by approximately 110 basis points of leverage due to lower COVID-19
related expenses, including additional compensation to hourly front-line
associates, emergency paid leave, and cleaning costs; 50 basis points of
leverage in retail operating salaries due to increased sales and improved
operating efficiencies as a result of our Perpetual Productivity Improvement
(PPI) initiatives; and 50 basis points of leverage due to the U.S. Stores Reset
in the prior year.

SG&A expense as a percentage of sales leveraged 208 basis points in the first
nine months of 2021 compared to 2020. This was primarily driven by approximately
130 basis points of leverage due to lower COVID-19 related expenses,
approximately 45 basis points of leverage in retail operating salaries due to
increased sales and improved operating efficiencies as a result of our PPI
initiatives, and 20 basis points of leverage due to the U.S. Stores Reset in the
prior year.

Depreciation and Amortization - Depreciation and amortization deleveraged 26
basis points as a percentage of sales for the third quarter of 2021 compared to
the prior year primarily due to increased capital investment related to store
environment and technology at the end of 2020 and throughout 2021. Property,
less accumulated depreciation, increased to $18.9 billion at October 29, 2021,
compared to $18.8 billion at October 30, 2020.

Depreciation and amortization deleveraged 18 basis points as a percentage of
sales for the first nine months of 2021 compared to 2020 primarily due to the
same factors that impacted depreciation and amortization for the third quarter.

Interest - Net - Interest expense for the third quarter of 2021 leveraged two
basis points primarily as a result of lower interest costs from the October 2020
cash tender offers, the payoff of scheduled debts at maturity, and increased
sales in the current year.

Interest expense for the first nine months of 2021 leveraged seven basis points
primarily due to the same factors that impacted interest expense for the third
quarter.

Loss on debt extinction – During the third quarter of 2020, we repurchased and withdrawn $ 3.0 billion total principal amount of our outstanding debt resulting in a loss on extinguishment of the debt of $ 1.1 billion.

Income Tax Provision - Our effective income tax rates were 26.1% and 22.6% for
the three months ended October 29, 2021 and October 30, 2020, respectively. The
increase in the effective tax rate for the quarter was impacted by lower
projected earnings in fiscal 2021 at our RONA inc. entity in Canada, which has a
full valuation allowance against its deferred tax assets, as well as a favorable
discrete item related to excess tax benefits of stock compensation in the prior
year.

Our effective tax rates were 24.6% and 24.3% for the nine months ended
October 29, 2021 and October 30, 2020, respectively.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of liquidity

Cash flows from operations, supplemented with our short-term and long-term
borrowings, remain sufficient to fund our operations while allowing us to make
strategic investments to support long-term growth and return excess cash to
shareholders in the form of dividends and share repurchases. As of October 29,
2021, we held $6.1 billion of cash and cash equivalents, as well as $3.0 billion
in undrawn capacity on our revolving credit facilities.

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Cash Flows Provided by Operating Activities
                                                           Nine Months 

Ended

  (In millions)                                 October 29, 2021       

October 30, 2020

  Net cash provided by operating activities    $           9,179      $         11,485



Cash flows from operating activities continued to provide the primary source of
our liquidity. The decrease in net cash provided by operating activities for the
nine months ended October 29, 2021, compared to the nine months ended
October 30, 2020, was driven primarily by changes in working capital, partially
offset by higher net earnings. Accounts payable increased by $436 million for
the first nine months of 2021, compared to an increase of $5.1 billion for the
first nine months of 2020. Inventory decreased operating cash flow for the first
nine months of 2021 by approximately $446 million, compared to a decrease of
approximately $2.5 billion for the first nine months of 2020. The increase in
accounts payable and inventory in the prior year was driven by a ramp up in
inventory purchase volume to meet sustained customer demand at the beginning of
the COVID-19 pandemic. In the current year, we have continued to experience
sustained demand levels and maintained a higher level of inventory purchases and
related accounts payable. Other operating liabilities decreased $421 million for
the first nine months of 2021 compared to an increase of $625 million in the
first nine months of 2020. The decrease in other operating liabilities in the
current year compared to the prior year is primarily driven by COVID-related
accrued discretionary compensation for hourly associates in the prior year and
timing of tax payments.

Cash flows used in investing activities

                                                          Nine Months Ended
    (In millions)                              October 29, 2021       

October 30, 2020

    Net cash used in investing activities     $          (1,360)     $         (2,652)


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

Capital expenditure

Our capital expenditures generally consist of investments in our strategic initiatives aimed at increasing our ability to serve customers, improve existing stores and support expansion plans. The following table shows our capital expenditures for the nine month period ended. October 29, 2021, and October 30, 2020:

                                                                           Nine Months Ended
(In millions)                                                 October 29, 2021           October 30, 2020
Core business investments 1                                 $             973          $             960
Strategic initiatives 2                                                   181                        138
New stores, new corporate facilities and international 3                  102                         74
Total capital expenditures                                  $           1,256          $           1,172


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
(excluding acquisitions).
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 capital expenditure outlook for fiscal 2021 is $ 2.0 billion.

Cash flows used in financing activities

                                                          Nine Months Ended
    (In millions)                              October 29, 2021       

October 30, 2020

    Net cash used in financing activities     $          (6,391)     $         (1,304)


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

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Total debt

During the nine months ended October 29, 2021, we issued $ 4.0 billion unsecured notes, the proceeds of which are to be used for general corporate purposes. During the nine months ended October 29, 2021, we also paid $ 525 million to repay the debts foreseen at maturity.

In April 2021, we entered a $ 1.0 billion 364 day unsecured term loan facility (2021 term loan), which has a maturity date of April 21, 2022. The outstanding amount of loans under the 2021 term loan was $ 1.0 billion, with a weighted average interest rate of 0.79%, at October 29, 2021.

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
October 29, 2021, and October 30, 2020. Total combined availability under the
2020 Credit Agreement and the Second Amended and Restated Credit Agreement as of
October 29, 2021, was $3.0 billion.

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

The following table includes additional information relating to our debt for the nine-month period ended. October 29, 2021, and October 30, 2020:

                                                                            Nine Months Ended
(In millions, except for interest rate data)                    October 29, 2021         October 30, 2020
Net proceeds from issuance of debt                             $        4,972           $         7,929
Repayment of debt                                              $         (595)          $        (5,582)
Net change in commercial paper                                 $            -           $          (941)

Maximum commercial paper outstanding at any end of the month $ 400

           $         1,858
Short-term borrowings outstanding at quarter-end               $        1,000           $             -
Weighted-average interest rate of short-term borrowings
outstanding                                                              0.79   %                     -  %



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 the nine months ended October 29, 2021, and October 30, 2020:
                                                          Nine Months Ended

(In millions, except per share data) October 29, 2021 October 30, 2020

    Total amount paid for share repurchases   $           8,999      $          1,528
    Total number of shares repurchased                     46.6                  13.1
    Average price paid per share              $          193.16      $         116.99


During the quarter, the Company entered into and finalized a variable notional
ASR agreement with a third-party financial institution to repurchase shares. The
Company's prepayment of the maximum notional amount of the variable notional ASR
at the inception of the agreement resulted in a $408 million balance to be
refunded to the Company subsequent to quarter end. This prepayment is reflected
in other financing - net in the consolidated statements of cash flows as of the
end of the third quarter.
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As of October 29, 2021, we had $10.7 billion remaining available under our share
repurchase program with no expiration date. We expect to repurchase shares
totaling approximately $12.0 billion in 2021 (including the amount repurchased
during the first nine months of fiscal year 2021).

Dividends

Dividends are paid in the quarter immediately following the quarter in which
they are declared. Dividends paid per share increased from $1.65 per share for
the nine months ended October 30, 2020, to $2.00 per share for the nine months
ended October 29, 2021.

Capital Resources

We expect to continue to have access to the capital markets on both a short-term
and long-term basis 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 November 24, 2021,
which we are disclosing to enhance 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
Senior Debt 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 material, current or future effect on our financial condition, cash
flows, results of operations, liquidity, capital expenditures or capital
resources.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

In March 2021 and September 2021, we issued a combined $4.0 billion of unsecured
notes in the ordinary course of business to be used for general corporate
purposes. The table below summarizes our contractual obligations relating to
long-term debt, excluding operating and finance lease obligations, at
October 29, 2021. The unsecured notes issued in the nine months ended October
29, 2021, are further described in   Note 7   to the consolidated financial
statements included herein.
                                                                         Payments Due by Period
                                                               Less Than            1-3              4-5             After 5
(In millions)                                 Total             1 Year             Years            Years             Years
Long-term debt (principal amounts,
excluding discounts and debt issuance
costs)                                     $ 24,788          $    1,260          $   958          $ 2,851          $ 19,719
Long-term debt (interest payments)           12,314                 846            1,629            1,494             8,345
Total                                      $ 37,102          $    2,106          $ 2,587          $ 4,345          $ 28,064



As of October 29, 2021, there were no other material changes to our contractual
obligations and commercial commitments outside the ordinary course of business
since the end of fiscal year 2020. Refer to the Annual Report on Form 10-K for
additional information regarding our contractual obligations and commercial
commitments.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Our significant accounting policies are described in Note 1 to the consolidated
financial statements presented in the Annual Report. Our critical accounting
policies and estimates are described in "Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Annual Report.
Our significant and critical accounting policies have not changed significantly
since the filing of the Annual Report.

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