x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the fiscal year ended
February 1, 2008
|
|
or
|
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the transition period from
________ to _________
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Commission file number
1-7898
|
LOWE'S COMPANIES,
INC.
|
|
(Exact name of registrant as specified in its
charter)
|
NORTH
CAROLINA
|
56-0578072
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
1000 Lowe's Blvd., Mooresville,
NC
|
28117
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant's
telephone number, including area code
|
704-758-1000
|
Title
of each class
|
|
Name
of each exchange on which registered
|
Common Stock, $.50 Par
Value
|
|
New York Stock Exchange
(NYSE)
|
x
|
Yes
|
o
|
No
|
o
|
Yes
|
x
|
No
|
x
|
Yes
|
o
|
No
|
Large
accelerated filer x
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
o
|
Yes
|
x
|
No
|
CLASS
|
OUTSTANDING AT MARCH 28,
2008
|
|
Common
Stock, $.50 par value
|
1,461,815,744
|
Document
|
Parts
Into Which Incorporated
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|
Portions
of Lowe’s 2007 Annual Report to Shareholders
|
Parts
I, II and IV
|
|
Portions
of the Proxy Statement for Lowe’s 2008 Annual Meeting of
Shareholders
|
Part
III
|
|
|
||
PART
I
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Page
No.
|
||
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Item
1.
|
4-10
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|
Item
1A.
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10-12
|
||
Item
1B.
|
12
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||
|
Item
2.
|
12
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|
Item
3.
|
12
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||
|
Item
4.
|
12
|
|
13
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|||
|
|
|
|
PART
II
|
|
||
|
Item
5.
|
14
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Item
6.
|
14
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Item
7.
|
14
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||
Item
7A.
|
14
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||
|
Item
8.
|
14
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Item
9.
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15
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|
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Item
9A.
|
15
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|
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Item
9B.
|
15
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PART
III
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|
||
|
Item
10.
|
16
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|
Item
11.
|
16
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|
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Item
12.
|
16
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|
Item
13.
|
16
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||
|
Item
14.
|
16
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|
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|||
PART
IV
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||
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Item
15.
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17-21
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22-23
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§
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Housing
turnover, which peaked in calendar year 2005, continues to slow
according to The National Association of Realtors®. Recent data
suggests that 2008 will remain challenging for housing
turnover.
|
§
|
According
to the U.S. Census Bureau, while U.S. home ownership levels have
declined somewhat from near-record levels over the past year, they remain
above their historical average. Home ownership provides an
established customer base for home maintenance and repair
projects. The vast majority of our customers are
homeowners and they are not willing to let what is often their most
valuable financial asset
deteriorate.
|
§
|
Although
real disposable personal income continues to grow, it is projected to grow
at a slower pace this year than last. Real disposable personal
income growth is forecasted to be 2.1% for calendar 2008 compared with
3.1% for calendar 2007, as supported by data from the March 2008 Blue Chip
Economic Indicators™.
|
§
|
Employment
is an indicator of home improvement sales. The forecasted
average unemployment rate of 5.3% for 2008 from the March 2008 Blue
Chip Economic Indicators™ is higher than the 4.6% average seen in
both 2006 and 2007 and suggests that Americans will face relatively less
favorable employment prospects this
year.
|
2007
|
2006
|
2005
|
||||||||||
Number
of stores, beginning of fiscal year
|
1,385 | 1,234 | 1,087 | |||||||||
New
stores opened
|
149 | 151 | 147 | |||||||||
Relocated
stores opened
|
4 | 4 | 3 | |||||||||
Stores
relocated
|
(4) | (4) | (3) | |||||||||
Number
of stores, end of fiscal year
|
1,534 | 1,385 | 1,234 |
Name
|
Age
|
Title
|
Robert
A. Niblock
|
45
|
Chairman
of the Board and Chief Executive Officer since 2005;
President, 2003 - 2006; Executive Vice President, 2001 - 2003,
and Chief Financial Officer, 2000 - 2003.
|
Maureen
K. Ausura
|
52
|
Senior
Vice President, Human Resources since 2005; Corporate Vice President of
Human Resources, Archer Daniels Midland Company, 2000 -
2005.
|
Gregory
M. Bridgeford
|
53
|
Executive
Vice President, Business Development since 2004; Senior Vice President,
Business Development, 1999 - 2004.
|
Michael
K. Brown
|
44
|
Executive
Vice President, Store Operations since December 2006; Senior Vice
President, Store Operations, 2001 - 2006.
|
Charles
W. (Nick) Canter, Jr.
|
57
|
Executive
Vice President, Merchandising since December 2006; Executive Vice
President, Store Operations, 2005 - 2006; Senior Vice President, Store
Operations, 1999 - 2005.
|
Gaither M. Keener,
Jr.
|
58
|
Senior
Vice President, General Counsel, Secretary and Chief Compliance Officer
since 2006; Vice President, Deputy General Counsel, 2005 - 2006; Vice
President, Associate General Counsel, 2003 - 2005; Vice President,
Assistant General Counsel and Assistant Secretary, 1999 -
2003.
|
Matthew
V. Hollifield
|
41
|
Senior
Vice President and Chief Accounting Officer since 2005; Vice President,
Corporate Accounts Payables 2002-2005.
|
Robert
F. Hull, Jr.
|
43
|
Executive
Vice President and Chief Financial Officer since 2004; Senior Vice
President and Chief Financial Officer, 2003 - 2004; Vice President,
Financial Planning & Analysis, 1999 - 2003.
|
Joseph
M. Mabry, Jr.
|
45
|
Executive
Vice President, Logistics and Distribution since 2004; Senior Vice
President, Distribution, 2003 - 2004; Vice President Global Services,
Wal-Mart Stores, Inc., 2002 – 2003.
|
N.
Brian Peace
|
42
|
Senior
Vice President, Corporate Affairs since 2006; Vice President, Corporate
Communications, 1999 – 2006.
|
Larry
D. Stone
|
56
|
President
and Chief Operating Officer since December 2006; Senior Executive Vice
President Merchandising/Marketing, 2005 - 2006; Senior Executive Vice
President Store Operations 2003-2005; Executive Vice President, Store
Operations, 2001 - 2003.
|
Steven
M. Stone
|
46
|
Senior
Vice President and Chief Information Officer since 2003; Vice President of
Information Technology Strategy, 2002 –
2003.
|
Issuer Purchases of Equity Securities | ||||||||||||||||
(In
millions, except average price
paid per share)
|
Total
Number of Shares
Purchased
(1)
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
|
Dollar
Value of Shares that May Yet Be Purchased Under the Plans
or Programs(2)
|
|||||||||||
November
3, 2007 – November 30, 2007
|
8.9 | $ | 22.66 | 8.8 | $ | 2,339 | ||||||||||
December
1, 2007 – January 4, 2008
|
5.3 | 23.62 | 5.3 | 2,214 | ||||||||||||
January
5, 2008 – February 1, 2008
|
- | - | - | 2,214 | ||||||||||||
As
of February 1, 2008
|
14.2 | $ | 23.02 | 14.1 | $ | 2,214 | ||||||||||
(1)
|
During
the fourth quarter of fiscal 2007, the Company repurchased an aggregate of
14,119,398 shares of its common stock pursuant to the share repurchase
program. The total number of shares purchased also includes a
nominal amount of shares repurchased from employees to satisfy the
exercise price of certain stock option
exercises.
|
(2)
|
On May 25, 2007, the Company’s Board of Directors authorized up to an additional $3 billion in share repurchases and extended the period of the share repurchase program through fiscal 2009. Although none are contemplated in the Company’s outlook for 2008 issued February 25, 2008, the Company expects to continue implementing the program through purchases made from time to time either in the open market or through private transactions during the extended period. |
Page(s)
|
|||
Reports
of Independent Registered Public Accounting Firm
|
27
|
||
Consolidated
Statements of Earnings for each of the three fiscal years in the
period ended February 1, 2008
|
28
|
||
Consolidated
Balance Sheets at February 1, 2008 and February 2, 2007
|
29
|
||
Consolidated
Statements of Shareholders' Equity for each of the three fiscal years
in the period ended February 1, 2008
|
30
|
||
Consolidated
Statements of Cash Flows for each of the three fiscal years in the
period ended February 1, 2008
|
31
|
||
Notes
to Consolidated Financial Statements for each of the three fiscal
years in the period ended February 1, 2008
|
32-42
|
(In
Millions)
|
Balance
at beginning of period
|
Charges
to costs and expenses
|
Deductions
|
Balance
at end of period
|
|||||||||||
February
1, 2008:
|
|||||||||||||||
Reserve
for loss on obsolete inventory
|
$ | 66 | $ | 1 |
(a)
|
$ | - | $ | 67 | ||||||
Reserve
for inventory shrinkage
|
129 | 428 | (420) |
(b)
|
137 | ||||||||||
Reserve
for sales returns
|
55 | - | (4) |
(c)
|
51 | ||||||||||
Self-insurance
liabilities
|
650 | 820 | (799) |
(d)
|
671 | ||||||||||
Store
closing lease liability
|
19 | 4 | (12) |
(e)
|
11 | ||||||||||
February
2, 2007:
|
|||||||||||||||
Reserve
for loss on obsolete inventory
|
$ | 104 | $ | - | $ | (38) |
(a)
|
$ | 66 | ||||||
Reserve
for inventory shrinkage
|
113 | 455 | (439) |
(b)
|
129 | ||||||||||
Reserve
for sales returns
|
54 | 1 |
(c)
|
- | 55 | ||||||||||
Self-insurance
liabilities
|
571 | 674 | (595) |
(d)
|
650 | ||||||||||
Store
closing lease liability
|
23 | 2 | (6) |
(e)
|
19 | ||||||||||
February
3, 2006:
|
|||||||||||||||
Reserve
for loss on obsolete inventory
|
$ | 77 | $ | 27 |
(a)
|
$ | - | $ | 104 | ||||||
Reserve
for inventory shrinkage
|
94 | 376 | (357) |
(b)
|
113 | ||||||||||
Reserve
for sales returns
|
37 | 17 |
(c)
|
- | 54 | ||||||||||
Self-insurance
liabilities
|
467 | 608 | (504) |
(d)
|
571 | ||||||||||
Store
closing lease liability
|
24 | 9 | (10) |
(e)
|
23 |
3.
|
Exhibits
|
(3.1)
|
Restated
and Amended Charter (filed as Exhibit 3.1 to the Company's Form 10-Q dated
September 7, 2006 and
incorporated by reference herein).
|
(3.2)
|
Bylaws,
as amended (filed as Exhibit 3.1 to the Company's Form 8-K
dated February 1, 2008 and incorporated
by reference herein).
|
(4.1)
|
Indenture
dated April 15, 1992 between the Company and The Bank of New York, as
successor trustee (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (No. 33-47269) and incorporated by reference
herein).
|
(4.2)
|
Amended
and Restated Indenture, dated as of December 1, 1995, between the Company
and The Bank of New York, as successor trustee (filed as Exhibit 4.1 on
Form 8-K dated December 15, 1995, and incorporated by reference
herein).
|
(4.3)
|
First
Supplemental Indenture, dated as of February 23, 1999, to the Amended and
Restated Indenture dated
as of December 1, 1995, between the Company and The Bank of New York, as
successor trustee (filed as Exhibit 10.13 to the Company's Annual Report
on Form 10-K dated April 19, 1999, and incorporated by reference
herein).
|
(4.4)
|
Second
Supplemental Indenture, dated as of October 19, 2001, to the Amended and
Restated Indenture dated as of December 1, 1995, between the Company
and The Bank of New York, as successor trustee (filed as Exhibit 4.1 on
Form 8-K dated October 25, 2001, and incorporated by reference
herein).
|
(4.5)
|
Third
Supplemental Indenture, dated as of October 6, 2005, to the Amended and
Restated Indenture dated as of December
1, 1995, between the Company and The Bank of New York, as trustee, (filed
as Exhibit 4.5 to the Company's Annual Report on Form 10-K dated April 3,
2007, and incorporated by reference herein) including as an exhibit
thereto a form of the Company’s 5.0% Notes maturing in October 2015 and
the Company’s 5.5% Notes maturing in October 2035.
|
|
|
(4.6)
|
Fourth
Supplemental Indenture, dated as of October 10, 2006, between Lowe’s
Companies, Inc. and The Bank of New York,
as trustee (filed as Exhibit 4.5 to the Company’s Registration Statement
on Form S-3 (No. 333-137750) and incorporated
by reference herein), including as an exhibit thereto a form of the
Company’s 5.4% Senior Notes maturing in October 2016 and the Company’s
5.8% Senior Notes maturing in October 2036.
|
|
|
(4.7)
|
Fifth Supplemental Indenture, dated as of September 11, 2007, between Lowe's Companies, Inc. and The Bank of New York, as trustee (filed as Exhibit 4.1 to the Company's Form 8-K dated September 6, 2007 and incorporated by reference herein), including as an exhibit thereto a form of the Company's 5.6% Senior Notes maturing in September 2012, the Company's 6.1% Senior Notes maturing in September 2017, and the Company's 6.65% Senior Notes maturing in September 2037. |
(4.8)
|
Indenture between the Company and The Bank of New York, dated as of February 16, 2001 (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 333-60434), and incorporated by reference herein). |
(4.9)
|
Form
of the Company's 6 7/8 % Debenture due February 20, 2028 (filed as Exhibit
4.2 on Form 8-K dated February
20, 1998, and incorporated by reference herein).
|
(4.10)
|
Form
of the Company's 6 1/2 % Debenture due March 15, 2029 (filed as Exhibit
10.6 to the Company's Annual
Report on Form 10-K for the year ended January 29, 1999, and incorporated
by reference herein).
|
(4.11)
|
Form
of the Company's 8 1/4 % Notes due June 1, 2010 (filed as Exhibit 4.2 on
Form 8-K dated June 8, 2000,
and incorporated by reference herein).
|
(4.12)
|
Form
of the Company's 2 1/2 % Liquid Yield Option Notes due February 16, 2021
(filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-3 (No. 333-60434), and
incorporated by reference herein).
|
(4.13)
|
Form of the Company's Senior Convertible Notes due October 19, 2021 (filed as Exhibit 4.2 on Form 8-K dated October 25, 2001, and incorporated by reference herein). |
*(10.1)
|
Lowe's
Companies, Inc. Directors' Deferred Compensation Plan, effective July 1,
1994 (filed as Exhibit 10.6
to the Company's Annual Report on Form 10-K for the year ended January 29,
1999, and incorporated
by reference herein).
|
*(10.2)
|
Lowe's
Companies, Inc., 1994 Incentive Plan (filed on the Company's Form S-8
dated July 8, 1994 (No. 33-54499)
and incorporated by reference
herein).
|
*(10.3)
|
Amendments
to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 9, 1994
(filed as Exhibit 10.9
to the Company's Annual Report on Form 10-K for the year ended January 29,
1999, and incorporated by reference
herein).
|
*(10.4)
|
Amendments
to the Lowe's Companies, Inc. 1994 Incentive Plan dated September 17, 1998
(filed as Exhibit
10.10 to the Company's Annual Report on Form 10-K for the year ended
January 29, 1999, and
incorporated by reference herein).
|
*(10.5)
|
Amendments
to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 4, 1998
(filed as Exhibit 10.11
to the Company's Annual Report on Form 10-K for the year ended January 29,
1999, and incorporated
by reference herein).
|
*(10.6)
|
Lowe's
Companies, Inc. 1997 Incentive Plan (filed on the Company's Form S-8 dated
August 29, 1997 (No.
333-34631) and incorporated by reference herein).
|
*(10.7)
|
Amendments
to the Lowe's Companies, Inc. 1997 Incentive Plan dated January 25,
1998 (filed as Exhibit 10.6
to the Company's Annual Report on Form 10-K for the year ended January 29,
1999, and incorporated
by reference herein).
|
*(10.8)
|
Amendments
to the Lowe's Companies, Inc. 1997 Incentive Plan dated September 17, 1998
(filed as Exhibit
10.17 to the Company's Annual Report on Form 10-K for the year ended
January 29, 1999, and incorporated
by reference herein).
|
*(10.9)
|
Lowe's/Eagle
Stock Option Plan (filed as Exhibit 4.2 on the Company's Form S-8 filed
April 7, 1999 (No. 333-75793)
and incorporated by reference herein).
|
|
|
*(10.10)
|
Lowe's
Companies, Inc. Employee Stock Purchase Plan - Stock Options for Everyone,
as amended (included as Appendix B to the Company's Definitive Proxy
Statement on Form 14A filed April 12, 2007 and incorporated by reference
herein).
|
*(10.11)
|
Lowe's
Companies, Inc. 2001 Incentive Plan (filed on the Company's Form S-8 dated
November 15, 2001 (No.
333-73408) and incorporated by reference herein).
|
*(10.12)
|
Lowe's
Companies, Inc. Benefit Restoration Plan (filed as Exhibit 10.2 to
the Company's Form 10-Q dated December 12, 2007,
and incorporated by reference herein).
|
*(10.13)
|
Form
of the Company's Management Continuity Agreement for Senior Officers
(filed as Exhibit 10.28 to
the Company's Annual Report on Form 10-K for the year ended February 1,
2002, and incorporated by
reference
herein).
|
*(10.14)
|
Form
of the Company's Management Continuity Agreement for Executive Officers
(filed as Exhibit 10.2 to
the Company's Form 10-Q dated June 4, 2004, and incorporated by
reference herein).
|
*(10.15)
|
Lowe’s
Companies, Inc. Cash Deferral Plan (filed as Exhibit 10.1 to the Company’s
Form 10-Q dated
June 4, 2004 and incorporated by reference herein).
|
*(10.16)
|
Lowe’s
Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred
Stock Unit Plan (filed as Exhibit 10.1
to the Company’s Form 8-K dated June 3, 2005 and incorporated by reference
herein).
|
*(10.17)
|
Form
of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Directors
(filed as Exhibit 10.2 to the Company’s Form
8-K dated May 27, 2005 and incorporated by reference
herein).
|
*(10.18)
|
Form
of Lowe’s Companies, Inc. Restricted Stock Award Agreement (filed as
Exhibit 10.1 to the Company’s Form 10-Q dated
September 1, 2005 and incorporated by reference
herein).
|
*(10.19)
|
Lowe's
Companies, Inc. 2006 Annual Incentive Plan (filed as Exhibit 10.1 to the
Company’s Form 10-Q dated September 7,
2006 and incorporated by reference herein).
|
*(10.20)
|
Lowe's
Companies, Inc. 2006 Long Term Incentive Plan (filed as Exhibit 10.2 to
the Company’s Form 10-Q dated September
7, 2006 and incorporated by reference herein).
|
(12.1) | Statement Re Computation of Ratio of Earnings to Fixed Charges |
(13)
|
Portions
of the 2007 Lowe’s Annual Report to Shareholders for the fiscal year ended
February 1, 2008
|
(21)
|
List
of Subsidiaries
|
(23)
|
Consent
of Deloitte & Touche LLP
|
(31.1)
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
(31.2)
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
(32.1)
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
(32.2)
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
*
Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form.
|
LOWE’S
COMPANIES, INC.
|
||
(Registrant)
|
||
April
1,
2008
|
By: /s/ Robert A. Niblock | |
Date
|
Robert
A. Niblock
|
|
Chairman
of the Board and Chief Executive Officer
|
||
April
1,
2008
|
By:
/s/ Robert F. Hull, Jr.
|
|
Date
|
Robert
F. Hull, Jr.
|
|
Executive
Vice President and Chief Financial Officer
|
||
April
1,
2008
|
By:
/s/ Matthew V. Hollifield
|
|
Date
|
Matthew
V. Hollifield
|
|
Senior
Vice President and Chief Accounting
Officer
|
/s/
Robert A. Niblock
|
Chairman
of the Board of Directors, Chief Executive Officer and
Director
|
April
1,
2008
|
||
Robert
A. Niblock
|
Date
|
|||
/s/
David W. Bernauer
|
Director
|
April
1,
2008
|
||
David
W. Bernauer
|
Date
|
|||
/s/
Leonard L. Berry
|
Director
|
April
1,
2008
|
||
Leonard
L. Berry
|
Date
|
|||
/s/
Peter C. Browning
|
Director
|
April
1,
2008
|
||
Peter
C. Browning
|
Date
|
|||
/s/
Dawn E. Hudson
|
Director
|
April
1, 2008
|
||
Dawn
E. Hudson
|
Date
|
|||
/s/
Robert A. Ingram
|
Director
|
April
1, 2008
|
||
Robert
A. Ingram
|
Date
|
|||
/s/
Robert L. Johnson
|
Director
|
April
1, 2008
|
||
Robert
L. Johnson
|
Date
|
|||
/s/
Marshall O. Larsen
|
Director
|
April
1, 2008
|
||
Marshall
O. Larsen
|
Date
|
|||
/s/
Richard K. Lochridge
|
Director
|
April
1, 2008
|
||
Richard
K. Lochridge
|
Date
|
|||
/s/
Stephen F. Page
|
Director
|
April
1, 2008
|
||
Stephen
F. Page
|
Date
|
|||
/s/
O. Temple
Sloan,
Jr.
|
Director
|
April
1, 2008
|
||
O.
Temple Sloan,
Jr.
|
Date
|