UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark
One)
|
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the fiscal year ended
January 29, 2010
|
|
|
or
|
|
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
For the transition period from
________ to
_________
|
|
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
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Name
of each exchange on which registered
|
|
Common Stock, $.50 Par
Value
|
|
New York Stock Exchange
(NYSE)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
|
x
|
Yes
|
o
|
No
|
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.
|
o
|
Yes
|
x
|
No
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
|
x
|
Yes
|
o
|
No
|
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§1.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
|
x
|
Yes
|
o
|
No
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer," "accelerated filer,” and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer x
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
|
o
|
Yes
|
x
|
No
|
As of
July 31, 2009, the last business day of the Company's most recent second
quarter, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was $33.1 billion based on the closing sale
price as reported on the New York Stock Exchange.
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
|
CLASS
|
OUTSTANDING AT MARCH 26,
2010
|
|
|
Common
Stock, $.50 par value
|
1,443,389,268
|
DOCUMENTS INCORPORATED BY
REFERENCE
|
Document
|
Parts Into Which
Incorporated
|
|
|
Portions
of Lowe’s 2009 Annual Report to Shareholders
|
Parts
I, II and IV
|
|
|
Portions
of the Proxy Statement for Lowe’s 2010 Annual Meeting of
Shareholders
|
Part
III
|
LOWE’S COMPANIES,
INC.
-
INDEX -
|
Page No.
|
|||
|
|
|||
3
General
Information
Lowe’s
Companies, Inc. and subsidiaries (the Company or Lowe’s) is a Fortune 50 company
and the world’s second largest home improvement retailer. As of
January 29, 2010, we operated 1,710 stores, comprised of 1,694 stores across 50
U.S. states and 16 stores in Canada. Our 1,710 stores represent
approximately 193 million square feet of retail selling space.
Lowe’s
was incorporated in North Carolina in 1952 and has been publicly held since
1961. The Company’s common stock is listed on the New York Stock Exchange -
ticker symbol “LOW.”
See Item
6, “Selected Financial Data,” of this Annual Report on Form 10-K, for historical
revenues, profits and identifiable assets. For additional information
about the Company’s performance and financial condition, see also Item 7 of this
Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
Customers,
Market and Competition
Our
Customers
We serve
homeowners, renters and Commercial Business Customers. Homeowners and
renters primarily consist of do-it-yourself (DIY) customers and do-it-for-me
(DIFM) customers who utilize our installed sales programs, as well as others
buying for personal and family use. Commercial Business Customers
include those who work in the construction, repair/remodel, commercial and
residential property management, or business maintenance
professions.
Our
Market
Using the
most recent comprehensive data available, which is from 2008, we estimate the
size of the U.S. home improvement market to be approximately $630 billion
annually, comprised of $492 billion of product demand and $138 billion of
installed labor opportunity. Data from a variety of primary and secondary
sources, including trade associations, government publications, industry
participants and other sources was analyzed as the basis for our
estimate. This data captures a wide range of categories relevant to
our business, including major appliances and garden supplies. Based
on the most recently available data, we believe that the size of the U.S. home
improvement market decreased approximately 11% in 2009.
There are
many variables that impact consumer demand for the products and services we
offer. Key indicators we monitor include employment, real disposable
personal income, housing turnover, and home ownership levels. We also
monitor demographic and societal trends that are indicators of home improvement
industry growth.
|
§
|
Employment
is an indicator of home improvement sales. The forecasted
average unemployment rate of 10.0% for 2010 from the February 2010 Blue
Chip Economic Indicators™ is higher than the 9.3% average seen in
2009 and suggests that Americans will continue to face challenging
employment prospects this year.
|
|
§
|
Although
real disposable personal income continues to grow, it is projected to grow
at a slower pace for 2010 than the long-term average annual increase of
3.4%, during the period from 1960 to 2009. Real disposable
personal income growth is forecasted to be 2.1% for calendar 2010,
compared with 1.3% for calendar 2009, based on data from the February 2010
Blue Chip Economic Indicators™.
|
|
§
|
Housing
turnover, which peaked in calendar year 2005, remains significantly
below peak levels according to The National Association of
Realtors®. However, recent data suggests that housing turnover
in 2010 will increase over 2009.
|
|
§
|
According
to the U.S. Census Bureau, while U.S. home ownership levels over the
past year have continued their decline from 2007, 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 most are not willing to let what is often their most
valuable financial asset
deteriorate.
|
Currently,
all of these indicators suggest continued weakness in consumer
demand. In this challenging economic environment, we are balancing
implementation of our long-term growth plans with our near-term focus on
conserving capital and maintaining liquidity.
4
Our
Competition
The home
improvement retailing business includes many competitors. We compete
with other chains of home improvement warehouse stores and lumberyards in most
of our trade areas. We also compete with traditional hardware,
plumbing, electrical and home supply retailers. In addition, we
compete, with respect to some of our products, with general merchandise
retailers, mail order firms, warehouse clubs, and online
retailers. The principal competitive factors in our industry include
location of stores, price and quality of merchandise, in-stock levels,
merchandise assortment and presentation, and customer service. See further
discussion of competition in Item 1A of this Annual Report on Form 10-K, “Risk
Factors.”
Products
and Services
Our
Products
Product
Selection
To meet
customers’ varying home improvement needs, we offer a complete line of products
for home decorating, maintenance, repair, remodeling, and property
maintenance. We offer home improvement products in the following
categories: appliances, paint, lumber, flooring, building materials, millwork,
lawn & landscape products, hardware, fashion plumbing, tools, lighting,
seasonal living, rough plumbing, nursery, outdoor power equipment, cabinets
& countertops, rough electrical, home environment, home organization, and
windows & walls. A typical Lowe's store stocks approximately
40,000 items, with hundreds of thousands of items available through our Special
Order Sales system and Lowes.com. Our Special Order Sales product
offerings provide our customers the opportunity to select a wider assortment of
product options beyond the items we carry in our stores through electronic
product catalogs and Lowes.com. We continue to enhance integrated
design tools and ordering systems storewide in order for customers to envision
projects, as well as to efficiently receive price quotes and complete an
order. See Note 15 of the Notes to Consolidated Financial Statements
included in Item 8, “Financial Statements and Supplementary Data”, of this
Annual Report on Form 10-K for historical revenues by product category for each
of the last three fiscal years.
We are
committed to offering a wide selection of national brand name merchandise, as
well as building long-term value for Lowe’s through the development of
proprietary brands.
National
Brand Name Merchandise
In many
product categories, customers look for a brand they know and trust to instill
confidence in their purchase. Each Lowe’s store carries a wide
selection of national brand name merchandise such as Whirlpool®, Stainmaster®,
Valspar®, Pella® and many more. Our merchandise selection provides
the DIY, DIFM and Commercial Business Customer a one-stop shop for a wide
variety of national brand name merchandise needed to complete home improvement,
repair, maintenance or construction projects.
Proprietary
Brands
We also
sell many brands that are exclusive to Lowe’s to further differentiate our
product offerings from our competitors’. These unique brands cover
several categories, including lighting, flooring and tools, and give our
customers great quality and value. Examples of brand names exclusive to Lowe’s
are Aquasource®, Garden Treasures®, Harbor Breeze®, Kobalt®,
Portfolio®, Reliabilt®, Top-Choice®, and Utilitech®.
Product
Sourcing
We source
our products from over 7,000 merchandise vendors worldwide, with no single
vendor accounting for more than 7% of total purchases. We believe
that alternative and competitive suppliers are available for virtually all of
our products. Whenever possible, we purchase directly from
manufacturers to provide savings for our customers and gross margin improvement
for Lowe’s.
Supply
Chain
To
efficiently move product from our vendors to our stores and maintain in-stock
levels, we own and operate 14 highly-automated regional distribution centers
(RDCs). On average, each RDC serves 121 stores. In
addition, we utilize a third-party distribution facility to serve our Canadian
stores. We also operate 15 flatbed distribution centers (FDCs) to
distribute merchandise that requires special handling due to size or type of
packaging such as lumber, boards, panel products, irrigation pipe, vinyl
sidings, ladders and building materials. Additionally, we operate
three facilities to support our import business, Special Order Sales and
internet fulfillment. We also utilize three third-party transload
facilities. These facilities do not hold inventory, but are the first
point of receipt for imported products. The transload facilities sort
and allocate products to RDCs based on individual store demand and
forecasts.
On
average in fiscal 2009, over 74% of the total dollar amount of stock merchandise
we purchased was shipped through our distribution network, while the remaining
portion was shipped directly to stores from our vendors.
5
Our
Service Offerings
Installed
Sales
We offer
installation services through independent contractors in many of our product
categories, with flooring, millwork and cabinets & countertops generating
the highest sales. Our Installed Sales model, which separates selling
and project administration tasks, allows our sales associates to maintain their
focus on project selling, while project managers ensure that the details related
to installing the products sold are efficiently executed. Installed
Sales, which includes both product and labor, accounted for approximately 6% of
total sales in fiscal 2009.
Commercial
Business Customers
We strive
to be a valued business partner to Commercial Business
Customers. Because we understand the challenges they face in the
current economic environment and the importance of timeliness to these
customers, we continue to evaluate and tailor our support program to best meet
their needs. These programs focus on in-stock and special order
merchandise, contractor packs, business credit, and other convenience services
such as fast ordering and 7-day delivery. We also offer a Quote
Support Program which provides quotes to Commercial Business Customers for
larger projects and helps to ensure our pricing on these projects is
competitive. In addition, we offer a district commercial account
specialist program in many of our markets which expands our close-support
program for Commercial Business Customers. We also have a dedicated
web site for these customers, LowesForPros.com, that makes it easier for them to
use the programs we have designed specifically for them.
Credit
Financing
We offer
a proprietary credit card for retail customers. In addition, we offer
a Lowe’s Project Card in all stores. The Lowe’s Project Card provides
a major project, in-store financing solution to complement our Lowe’s Consumer
Revolving Credit Card.
We also
offer proprietary credit programs for Commercial Business
Customers. They include a Lowe’s Business Account, which is ideal for
small- to medium-size businesses and offers minimum monthly payments, and Lowe’s
Accounts Receivable, which is ideal for medium- to large-size businesses that
pay in full each month. We also offer the Lowe’s Business Rewards
Card from American Express®, which is a business credit card with a rewards
program that enables business owners to earn points on virtually all card
purchases.
In
addition, we accept Visa®, MasterCard®, Discover® and American Express® credit
cards, as well as debit cards from all major networks.
For
additional information regarding our credit programs, see the summary of our
significant accounting policies in Note 1 of the Notes to Consolidated Financial
Statements included in Item 8, “Financial Statements and Supplementary
Data.”
Distribution
Channels
Stores
Our 1,710
retail home improvement stores are open seven days per week, 363 days per year,
and average approximately 113,000 square feet of retail selling space, which
includes approximately 32,000 square feet of outdoor garden center selling
space. Our stores offer similar products and services, with certain
minor variations based on local market factors.
Lowes.com
Lowes.com
seeks to empower consumers by providing a 24/7 shopping experience and helping
reduce the complexity of product decisions and home improvement projects by
providing online product information, customer ratings and reviews, online
buying guides and how-to videos and information. These tools help
consumers make smarter, more informed purchasing decisions and give consumers
confidence as they undertake simple to more complex home improvement
projects. We also enable consumers to choose from a variety of
multichannel fulfillment options, including buy online and pick-up in-store as
well as direct shipment to customers’ homes. As our business evolves, we
continue to look for opportunities beyond fulfillment to leverage emerging
technologies and online trends to build strong relationships with consumers that
will make us the first choice for their home improvement
needs. Lowes.com sales accounted for less than 1% of total sales in
fiscal 2009.
6
New Store Expansion
We opened
62 new stores in fiscal 2009, including five Canadian stores. Our
2009 store openings included three primary prototypes: 117,000-square-foot
(117K) and 103,000-square-foot (103K) stores for large markets and a
94,000-square-foot (94K) store to serve smaller markets. The
following table illustrates our store expansion over the last three
years:
|
2009
|
2008
|
2007
|
||||||||||
|
Number
of stores, beginning of fiscal year
|
1,649 | 1,534 | 1,385 | |||||||||
|
Stores
opened
|
62 | 115 | 153 | |||||||||
|
Stores
relocated
|
- | - | (4) | |||||||||
|
Stores
closed
|
(1) | - | - | |||||||||
|
Number
of stores, end of fiscal year
|
1,710 | 1,649 | 1,534 | |||||||||
|
Consists
of:
|
||||||||||||
|
Domestic
|
1,694 | 1,638 | 1,528 | |||||||||
|
Canadian
|
16 | 11 | 6 | |||||||||
We expect
to open 40 to 45 new stores in fiscal 2010. That estimate includes
continued expansion of our store base in Canada, including our first stores in
Western Canada, as well as our first stores in Monterrey, Mexico. Our
fiscal 2010 store openings will be comprised primarily of 117K, 103K and 94K
stores. As we continue our expansion and strive to maximize our
return on investment, we consider market demographics and land availability,
among other factors, to determine the appropriate prototype for a particular
market. The reduction in store openings in 2010 as compared to 2009
reflects the continued challenging current economic environment.
Employees
As of
January 29, 2010, we employed approximately 166,000 full-time and 73,000
part-time employees, none of which in the U.S. or Canada are covered by
collective bargaining agreements. Management considers its relations
with its employees to be good.
Seasonality
and Working Capital
The
retail business in general is subject to seasonal influences, and our business
is to some extent seasonal. Historically, we have realized the
highest volume of sales during our fiscal second quarter (May, June and July)
and the lowest volume of sales during our fiscal fourth quarter (November,
December and January). Accordingly, our working capital requirements
have historically been greater during our fiscal fourth quarter as we build
inventory in anticipation of the spring selling season and as we experience
lower fiscal fourth quarter sales volumes. We fund our working
capital requirements primarily through cash flows generated from operations, but
also with short-term borrowings, if needed. For more detailed
information, see the Financial Condition, Liquidity and Capital Resources
section in Item 7 of this Annual Report on Form 10-K, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”
Intellectual
Property
The name
“Lowe’s” is a registered service mark of one of our wholly-owned subsidiaries.
We consider this mark and the accompanying name recognition to be valuable to
our business. This subsidiary has various additional registered trademarks,
trade names and service marks, most of which are used in our proprietary brand
program. Examples of brand names exclusive to Lowe’s are Aquasource®,
Garden Treasures®, Harbor Breeze®, Kobalt®, Portfolio®, Reliabilt®,
Top-Choice®, and Utilitech®.
Environmental
Leadership
We
continue to build on a history of environmental leadership by helping consumers
reduce their energy and water use and their environmental footprint while saving
money through a growing number of product and service solutions. We offer
a wide selection of environmentally responsible and energy-efficient products
for the home, from ENERGY STAR® appliances to low VOC paint.
7
Some highlights of our environmental leadership include:
|
§ |
The
U.S. Environmental Protection Agency awarded us the 2010 ENERGY STAR®
Sustained Excellence Award in Retail, which recognizes our long-standing
leadership as a retailer of energy-efficient products, as well as eight
consecutive ENERGY STAR® awards (2003-2010), including four ENERGY STAR®
Partner of the Year awards for educating consumers about the benefits of
energy efficiency.
|
|
§
|
We
participate in the Carbon Disclosure Project, an independent
not-for-profit organization holding the largest database of primary
corporate climate change information in the
world.
|
|
§
|
We
provide in-store recycling for plastic bags, CFLs and rechargeable
batteries.
|
|
§
|
We
were recognized as a Top 10 retailer participating in the U.S.
Environmental Protection Agency’s Green Power Partnership
program.
|
In
addition to operating our stores as efficiently as possible by reducing our
energy and water usage, we are striving to get products to our stores in an
environmentally responsible manner. Our conservation strategies and
continued contributions to the transportation industry have been honored by
multiple SmartWay Environmental Excellence Awards, an innovative program launched by the U.S.
Environmental Protection Agency in 2004 that represents environmentally cleaner,
more fuel efficient transportation options. To earn those awards, we implemented
initiatives that resulted in reduced carbon dioxide emissions and less overall
highway congestion. These included increasing shipping by rail, increasing
efficiency of truckload shipments, allowing more products to be shipped on fewer
trailers, and continuing to use a higher percentage of SmartWay
carriers.
Compliance
with Environmental Matters
Our
operations are subject to numerous federal, state and local laws and regulations
that have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the
environment. They have in the past and may in the future increase our
costs of doing business in a variety of ways, including indirectly through
increased energy and product costs as producers of energy, cement, iron, steel,
pulp, paper, petroleum and other major emitters of greenhouse gases are
subjected to increased or new regulation or legislation that results in greater
regulation of greenhouse gas emissions. We do not anticipate
any material capital expenditures during fiscal 2010 for environmental control
facilities or other costs of compliance with such laws or
regulations.
Reaching
Out
We
believe community involvement extends beyond the boundaries of our stores.
In 2009, Lowe's and Lowe's Charitable and Educational Foundation (LCEF)
contributed more than $30 million to schools and community organizations in the
United States and Canada. LCEF was created in 1957 to assist
communities through financial contributions while also encouraging employees to
become involved through volunteerism. In 2009, LCEF supported more
than 2,300 community and education projects. The Foundation funds our
signature grant program, Lowe’s Toolbox for Education®, and partnerships with
organizations including SkillsUSA®, Rebuilding
Together®, the Home Safety Council and The Nature Conservancy. Since
2003, Lowe’s has worked with Habitat for Humanity® International to combat
substandard housing. Our commitment through 2013 will bring Lowe's
Habitat contributions to nearly $40 million since the partnership began. We also
partner with customers to support the American Red Cross and the Muscular
Dystrophy Association (MDA), contributing more than $9 million to MDA since 2001
and nearly $21 million to the American Red Cross since 1999. Lowe’s
also encourages employee volunteerism through the Lowe’s Heroes program, a
company-wide initiative. For more information on our community
involvement, please see the Lowe’s Social Responsibility Report at www.Lowes.com/socialresponsibility.
Available
Information
Our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made
available free of charge through our internet website at www.Lowes.com/investor,
as soon as reasonably practicable after such documents are electronically filed
with, or furnished to, the Securities and Exchange Commission
(SEC). The public may also read and copy any materials the Company
files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov, that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
8
We are
exposed to a variety of risks and uncertainties. Most are general risks and
uncertainties applicable to all retailers, but some are more particular to
retailers serving the home improvement industry. Our operations
may also be affected by factors that are either not currently known to us or
which we currently consider immaterial to our business. We describe
below some of the specific known factors that could negatively affect our
business, financial condition and results of operations. All
forward-looking statements made by us in this Annual Report to the Securities
and Exchange Commission on Form 10-K, in our Annual Report to Shareholders and
in our subsequently filed quarterly and current reports to the Securities and
Exchange Commission, as well as in our press releases and other public
communications, are qualified by the risks described below.
Our
sales are dependent upon the health and stability of the general
economy.
General
economic factors and other conditions, both domestically and internationally,
may adversely affect the U.S. economy, the global economy and our financial
performance. These include, but are not limited to, periods of flat
economic growth or recession, volatility and/or lack of liquidity from time to
time in U.S. and world financial markets and the consequent reduced availability
and/or higher cost of credit to Lowe’s and its customers, slower rates of growth
in real disposable personal income, higher rates of unemployment, higher
consumer debt levels, increasing fuel and energy costs, inflation or deflation
of commodity prices, natural disasters, acts of terrorism and developments in
the war against terrorism in Asia, the Middle East and other parts of the
world.
The
global recession that began in the U.S. in December 2007 and the slow recovery
that (we believe) is currently under way, together with the financial/credit
crisis that erupted during the fall of 2008 and led to the collapse, government
bailout or acquisition of numerous weakened financial institutions, have had and
will continue to have significant adverse effects on our results of
operations. Continued high rates of unemployment, the psychological
effect of falling home prices, volatility in consumer confidence indices,
consumer deleveraging and reduced access to credit have combined to lead to
sharply reduced consumer spending, particularly by our customers on many of the
discretionary, big-ticket items we sell that tend to be larger home improvement
project driven. For these reasons consumer confidence and willingness
to spend on discretionary items remain relatively low. And although
we expect them to be stronger in 2010 than 2009, our sales and results of
operations will continue to be adversely affected throughout the 2010 fiscal
year.
Adverse
changes in economic factors specific to the home improvement industry may
negatively impact the rate of growth of our total sales and comparable store
sales.
Sales of
many of our product categories and services are driven by housing turnover and
activity level of home improvement projects. The expiration of
government stimulus programs specific to the housing sector during the second
half of fiscal year 2010 may adversely affect the rate of housing turnover.
Steep declines over the last three years in home prices, the increasing number
of households with negative equity, increasing mortgage delinquency and
foreclosure rates, reduction in the availability of mortgage financing, rising
interest rates on variable rate mortgages, and significantly lower housing
turnover, have limited and may continue to limit consumers’ discretionary
spending, particularly on discretionary items, and affect their confidence level
to spend on larger home improvement projects. The impact of these
economic factors specific to the home improvement industry is exacerbated by
what is expected to be a gradual and prolonged period of economic recovery with
slow employment growth.
Unseasonable
weather conditions and adverse weather events can negatively affect our total
sales and comparable store sales.
If
weather conditions are uncharacteristic of the time of year during any season,
they can hurt our sales by making it difficult to sell seasonal
merchandise. Although the impact of unseasonable weather
conditions is mitigated somewhat by the broad geographic dispersion of our
stores, they continue to be a significant risk to the overall performance of our
business, particularly when they occur across a broad region of the
U.S. Adverse weather events, such as a prolonged and widespread
drought, can hurt our sales of particular products as well.
Our
store expansion and relocation strategy depends upon our ability to successfully
open and operate new stores each year.
Our
growth in total sales depends not only on a recovery from the current
recessionary period but also to a substantial degree on successfully and
cost-effectively implementing our ongoing expansion program. We have
scaled back our expansion plans significantly in the last two years and plan to
scale them back further during fiscal year 2010 in response to the weak
macroeconomic environment. As we expand further, we must adapt
our merchandising, marketing and distribution initiatives to new markets both
domestically and internationally, as we continue to expand into Canada and
Mexico. International expansion presents unique challenges that
may increase the anticipated costs and slow the anticipated rate of such
expansion.
We also
plan to increase the number of our stores in markets in which we currently
operate. Our ability to open additional stores depends, in large
measure, upon our ability to locate and acquire new store sites on acceptable
terms. Local land use and other regulations restricting the
construction of buildings in the formats with which we operate may affect our
ability to open new stores in some markets. As we develop more new
stores in metropolitan markets, we may incur increased costs to remediate
environmental pollution on some of the sites we are redeveloping that was caused
by previous owners of those sites. Our ability to continue to expand
our operations depends also on our ability to attract and retain qualified
employees. If we are unable to open new stores at the
9
rate we
currently plan and staff them with qualified employees, the growth in our sales
and our competitive position could be adversely affected.
If
we fail to hire, train and retain qualified managers, sales associates and other
employees we could lose sales to our competitors.
Customers’
perceptions of the quality of service provided by employees can determine any
retailer’s success or failure. If we fail to attract, train and
retain qualified managers and sales associates our financial performance could
be adversely impacted. Consumers shopping for goods and services for
home improvement projects expect to have sales associates serving them who are
knowledgeable about product categories located throughout our stores. Excessive
turnover, which has historically been high among employees in entry-level or
part-time positions, increases the risk that sales associates will not have the
training and experience needed to provide competitive, high quality customer
service.
Our
success in serving the needs of Commercial Business Customers is dependent upon
our ability to attract and retain qualified commercial sales
specialists.
Commercial
Business Customers in the home improvement industry require that we have
well-trained commercial sales specialists at our project desks. By
doing so, we can better serve the needs of this customer on a consistent
basis. Our commercial sales specialists have a great depth of
knowledge about the products needed by Commercial Business
Customers. If we fail to staff our project desks with experienced and
knowledgeable employees, we run the risk that we will lose Commercial Business
Customers.
We
have many competitors, who, if we fail to execute our merchandising, marketing
and distribution strategies effectively, could take sales and market share from
us.
We
operate in a highly competitive market for home improvement products and
services and have numerous large and small, direct and indirect
competitors. The competitive environment in which we operate is
particularly challenging during recessionary and economic recovery periods with
heavy promotions, particularly of discretionary items, and competitor closings.
The principal competitive factors in our industry include location of stores,
price and quality of merchandise, in-stock consistency, merchandise assortment
and presentation, and customer service. Our failure to respond
effectively to competitive pressures and changes in the retail markets could
affect our financial performance. Moreover, changes in the
promotional pricing and other practices of our competitors, including the
effects of competitor liquidation activities, may impact our expected
results.
An
unusual number of product liability or breach of warranty claims for defective
products could expose us to expensive claims and damage our standing with
customers.
We are
exposed to product liability and product warranty claims relating to the
products we sell that could adversely affect our financial condition, results of
operations and cash flows. Because we do not have direct control over
the quality of products manufactured or supplied to us by our vendors and
because we self-insure for such product liability and warranty claims, we are
exposed to risks relating to the quality of such products. Product
liability claims can be expensive to defend and can divert the attention of
management and other personnel for significant periods, regardless of the
ultimate outcome. Claims of this nature, as well as mandatory or voluntary
recalls of defective products we have sold, could also have a negative impact on
customer confidence in the products we stock and in our reputation.
Our
financial performance could suffer if we fail to properly maintain our critical
information systems or if those systems are seriously disrupted.
An
important part of our efforts to achieve efficiencies, cost reductions, and
sales and cash flow growth is the identification and implementation of
improvements to our management information systems to improve operations such as
inventory replenishment systems, merchandise ordering, transportation, and
receipt processing. Our financial performance could be adversely
affected if our management information systems are seriously disrupted or we are
unable to improve, upgrade, maintain, and expand our systems.
Our
business and our reputation could be adversely affected by the failure to
protect sensitive customer, employee or vendor data or to comply with evolving
regulations relating to our obligation to protect such data.
While we
have invested heavily in the protection of our information technology and
maintain what we believe are adequate security controls over individually
identifiable customer, employee and vendor data provided to us, a breakdown or a
breach in our systems that results in the unauthorized release of individually
identifiable customer or other sensitive data could nonetheless occur and have a
material adverse effect on our reputation, operating results and financial
condition. Such a breakdown or breach could also materially increase
the costs we incur to protect against such risks. Also, the
regulatory environment relating to our obligation to protect such sensitive data
is becoming stricter. A material failure on our part to comply with
these evolving regulations could subject us to fines or other regulatory
sanctions and potentially to lawsuits.
If
the domestic or international supply chain for our products is disrupted, our
sales and gross margin would be adversely impacted.
We source
the approximately 40,000 products we stock and sell from approximately 7,000
domestic and international vendors. We source many of those products
directly from foreign manufacturers. Political or financial
instability among suppliers, trade restrictions, tariffs, currency exchange
rates and transport capacity and costs are beyond our control and could
negatively impact our business if they seriously disrupted the movement of
products through our supply chain. The global recession from which
we are
10
beginning
to recover and the credit crisis that began in late 2008 and continues to some
extent have adversely affected the operations and financial stability of some of
our vendors by reducing their sales and restricting their access to
capital. We may have to replace some of our smaller vendors, and some
of our vendors may not be able to fulfill their financial obligations to us or
to do so in a timely manner.
Our
inability to effectively manage our relationships with selected suppliers of
brand name products could negatively impact our ability to differentiate
ourselves from competitors.
Part of
our expansion strategy includes continued differentiation from
competitors. To better distinguish our product offering, we form
strategic relationships with selected suppliers to market and develop products
under a variety of recognized and respected brand names. The
inability to effectively and efficiently manage the relationships with these
suppliers could negatively impact our business plan and financial
results.
Laws
and regulations at both the state and federal levels change frequently and can
impose significant costs and other burdens of compliance on our business and our
merchandise vendors. Any changes in regulations, the imposition of
additional regulations, or the enactment of any new legislation that affects
employment/labor, trade, product safety, transportation/logistics, energy costs,
health care, tax or environmental issues, could have an adverse impact, directly
or indirectly, on our financial condition and results of
operations.
None.
At
January 29, 2010 we operated 1,710 stores in the U.S. and Canada with a total of
193 million square feet of selling space. Of the total stores operating at
January 29, 2010, approximately 88% are owned, which includes stores on leased
land, with the remainder being leased from unaffiliated
third-parties. Approximately 49% of our store leases are capital
leases. We also own and operate 14 RDCs and 13 FDCs for lumber and building
commodities. We lease and operate two additional
FDCs. We also operate three facilities to support our import
business, Special Order Sales and internet fulfillment. We own two
and lease one of these facilities. In addition, we utilize three
third-party transload facilities, which do not hold inventory but are the first
point of receipt for imported products. We own one data center and
lease one data center that serve as hubs for our computer processing, critical
data storage and information technology systems. We own one building
and lease additional space for our countertop fabrication operation located in
Plain City, Ohio. We own our executive offices, which are located in
Mooresville, North Carolina. We also own and maintain offices in
Wilkesboro, North Carolina, and lease and maintain offices in Toronto, Canada,
and Monterrey, Mexico.
We are a
defendant in legal proceedings considered to be in the normal course of
business, none of which, individually or collectively, is considered
material.
11
The
following is a list of names and ages of all of the executive officers of the
registrant indicating all positions and offices with the registrant held by each
such person and each person's principal occupations or employment during the
past five years.
|
Name
|
Age
|
Title
|
|
Robert
A. Niblock
|
47
|
Chairman
of the Board and Chief Executive Officer since 2005; President, 2003 -
2006.
|
|
Maureen
K. Ausura
|
54
|
Senior
Vice President, Human Resources since 2005.
|
|
Gregory
M. Bridgeford
|
55
|
Executive
Vice President, Business Development since 2004.
|
|
Michael
K. Brown
|
46
|
Executive
Vice President, Store Operations since 2006; Senior Vice President, Store
Operations, 2001 - 2006.
|
|
Charles
W. (Nick) Canter, Jr.
|
59
|
Executive
Vice President, Merchandising since 2006; Executive Vice President, Store
Operations, 2005 - 2006; Senior Vice President, Store Operations,
1999
- 2005.
|
|
Marshall
A. Croom
|
49
|
Senior
Vice President and Chief Risk Officer since
2009; Senior Vice President, Merchandising and Store Support 2006 - 2009;
Senior Vice President, Finance 2003 - 2006.
|
|
Matthew
V. Hollifield
|
43
|
Senior
Vice President and Chief Accounting Officer since 2005; Vice President,
Corporate Accounts Payable 2002 - 2005.
|
|
Robert
F. Hull, Jr.
|
45
|
Executive
Vice President and Chief Financial Officer since 2004.
|
|
Gaither M. Keener,
Jr.
|
60
|
Senior
Vice President, General Counsel, Secretary and Chief Compliance Officer
since 2006; Vice President, Deputy General Counsel, 2005 -
2006.
|
|
Joseph
M. Mabry, Jr.
|
47
|
Executive
Vice President, Logistics and Distribution since 2004.
|
|
N.
Brian Peace
|
44
|
Senior
Vice President, Corporate Affairs since 2006; Vice President, Corporate
Communications, 1999 - 2006.
|
|
Larry
D. Stone
|
58
|
President
and Chief Operating Officer since 2006; Senior Executive Vice President
Merchandising/Marketing, 2005 - 2006; Senior Executive Vice President
Store Operations, 2003 - 2005.
|
|
Steven
M. Stone
Todd
I. Woods
|
48
42
|
Senior
Vice President and Chief Information Officer since 2003.
Senior
Vice President, Deputy General Counsel and Assistant Secretary since 2009;
Vice President, Associate General Counsel and Assistant Secretary,
2006 - 2009; Assistant General Counsel, 2005 -
2006.
|
12
Lowe's
common stock is traded on the New York Stock Exchange (NYSE). The ticker symbol
for Lowe's is “LOW”. As of March 26, 2010, there were 31,041
holders of record of Lowe's common stock. The table, "Quarterly Stock Price
Range and Cash Dividends Declared", on page 48 of the 2009 Lowe’s Annual Report
to Shareholders for the fiscal year ended January 29, 2010 sets forth, for the
periods indicated, the high and low sales prices per share of the common stock
as reported by the NYSE Composite Tape and the dividends per share declared on
the common stock during such periods.
The
following table sets forth information with respect to purchases of the
Company’s common stock made during the fourth quarter of 2009:
| 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)
|
||||||||||||
|
October
31, 2009 – November 27, 2009
|
5.8 | $ | 21.64 | 5.8 | $ | 2,089 | ||||||||||
|
November
28, 2009 – January 1, 2010
|
16.2 | 23.24 | 16.1 | 1,714 | ||||||||||||
|
January
2, 2010 – January 29, 2010
|
- | - | - | 5,000 | ||||||||||||
|
As
of January 29, 2010
|
22.0 | $ | 22.82 | 21.9 | $ | 5,000 | ||||||||||
|
|
(1) During
the fourth quarter of fiscal 2009, the Company repurchased an aggregate of
21,915,676 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 either the
exercise price of certain stock options or their statutory withholding tax
liability upon the vesting of restricted
shares.
|
|
|
(2)
Authorization
available for share repurchases under the previous program expired as of
January 29, 2010. An additional authorization for up to $5
billion of share repurchases with no expiration was approved on January
29, 2010 by the Company’s Board of Directors. Although this new repurchase
authorization has no expiration, the Company expects to implement the
program over the next three years through purchases made from time to time
either in the open market or through private transactions, in accordance
with SEC regulations.
|
See page
47 of the Lowe’s 2009 Annual Report to Shareholders.
See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 18 through 26 and "Disclosure Regarding Forward-Looking
Statements" on page 27 of Lowe’s 2009 Annual Report to
Shareholders.
See
"Quantitative and Qualitative Disclosures About Market Risk" on page 26 of
Lowe’s 2009 Annual Report to Shareholders.
See
"Report of Independent Registered Public Accounting Firm" of Deloitte &
Touche LLP on page 28, the financial statements and notes thereto on
pages 30 through 46, and the "Selected Quarterly Data" on page 47 of Lowe’s
2009 Annual Report to Shareholders.
13
None.
The
Company's management, with the participation of the Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the Company’s
“disclosure controls and procedures”, (as such term is defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended, (the Exchange Act)). Based upon their evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period
covered by this report, the Company’s disclosure controls and procedures were
effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the SEC) (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) is accumulated and communicated to the
Company’s management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required
disclosure.
In
addition, no change in the Company’s internal control over financial reporting
occurred during the fiscal fourth quarter ended January 29, 2010 that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Management’s
report on internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche
LLP, the Company’s independent registered public accounting firm, are included
in Lowe’s 2009 Annual Report to Shareholders on pages 27 and 29 under the
headings, “Management’s Report on Internal Control Over Financial Reporting” and
“Report of Independent Registered Public Accounting Firm,” respectively, and are
incorporated herein by reference.
None.
14
Information
required by this item is furnished by incorporation by reference to all
information under the captions entitled, “Election of Directors,” “Information
Concerning the Nominees,” “Information Concerning Continuing Directors,”
“Information about the Board of Directors and Committees of the Board,” and
“Section 16(a) Beneficial Ownership Reporting Compliance” included in the
definitive Proxy Statement which will be filed pursuant to regulation 14A, with
the SEC within 120 days after the fiscal year ended January 29, 2010 (the Proxy
Statement). The information required by this item with respect to our
executive officers appears in Part I of this Annual Report on Form 10-K under
the caption, “Executive Officers of the Registrant.”
All
employees of the Company, including its Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer are required to abide by the Lowe's
Companies, Inc. and Subsidiaries Code of Business Conduct and Ethics (the Code).
The Code is designed to ensure that the Company's business is conducted in a
legal and ethical manner. The Code covers all areas of professional conduct
including compliance with laws and regulations, conflicts of interest, fair
dealing among customers and suppliers, corporate opportunity, confidential
information, insider trading, employee relations and accounting complaints. A
full text of the Code can be found at www.Lowes.com, under the “About Lowe’s,”
“Investors” and “Code of Ethics” captions. You can also obtain a copy of the
complete Code by contacting Shareholder Services at 1-888-345-6937.
We will
disclose information pertaining to amendments or waivers to provisions of our
Code that apply to our principal executive officer, principal financial officer,
principal accounting officer or persons performing similar functions and that
relate to the elements of our Code enumerated in the SEC rules and regulations
by posting this information on our website at www.Lowes.com. The information on
our website is not a part of this Annual Report and is not incorporated by
reference in this report or any of our other filings with the SEC.
Information
required by this item is furnished by incorporation by reference to all
information under the captions entitled, “Executive Officer Compensation” and
“Information about the Board of Directors and Committees of the Board –
Compensation of Directors” included in the Proxy Statement.
Information
required by this item is furnished by incorporation by reference to all
information under the captions entitled, “Security Ownership of Certain
Beneficial Owners and Management” and “Equity Compensation Plan Information”
included in the Proxy Statement.
Information
required by this item is furnished by incorporation by reference to all
information under the captions entitled, “Related-Party Transactions” and
“Information about the Board of Directors and Committees of the Board - Director
Independence” included
in the Proxy Statement.
Information
required by this item is furnished by incorporation by reference to all
information under the caption entitled, “Audit Matters - Fees Paid to the
Independent Registered Public Accounting Firm” included in the Proxy
Statement.
15
a) 1. Financial
Statements
See the
following items and page numbers appearing in Lowe’s 2009 Annual Report to
Shareholders:
|
Page(s)
|
|||
|
Reports
of Independent Registered Public Accounting Firm
|
28-29
|
||
|
Consolidated
Statements of Earnings for each of the three fiscal years in the
period ended January 29, 2010
|
30
|
||
|
Consolidated
Balance Sheets at January 29, 2010 and January 30, 2009
|
31
|
||
|
Consolidated
Statements of Shareholders' Equity for each of the three fiscal years
in the period ended January 29, 2010
|
32
|
||
|
Consolidated
Statements of Cash Flows for each of the three fiscal years in the
period ended January 29, 2010
|
33
|
||
|
Notes
to Consolidated Financial Statements for each of the three fiscal
years in the period ended January 29, 2010
|
34-46
|
2. Financial
Statement Schedule
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of Lowe’s Companies, Inc.
Mooresville,
North Carolina
We have
audited the accompanying consolidated financial statements of Lowe's Companies,
Inc. and subsidiaries (the "Company") as of January 29, 2010 and
January 30, 2009, and for each of the three fiscal years in the period ended
January 29, 2010, and the Company's internal control over financial reporting as
of January 29, 2010, and have issued our reports thereon dated March 30, 2010;
such consolidated financial statements and reports are included in the Company's
2009 Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of the
Company listed in Item 15. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/
Deloitte & Touche LLP
Charlotte,
North Carolina
March 30,
2010
16
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
AND RESERVES
|
|||||||||||||||||||
|
(In
Millions)
|
Balance
at beginning of period
|
Charges
to costs
and
expenses
|
Deductions
|
Balance
at
end
of period
|
|||||||||||||||
|
January
29, 2010:
|
|||||||||||||||||||
|
Reserve
for loss on obsolete inventory
|
$ | 58 | $ | - | $ | (9 | ) |
(a)
|
$ | 49 | |||||||||
|
Reserve
for inventory shrinkage
|
129 | 291 | (282 | ) |
(b)
|
138 | |||||||||||||
|
Reserve
for sales returns
|
49 | 2 |
(c)
|
- | 51 | ||||||||||||||
|
Deferred
tax valuation allowance
|
42 | 23 |
(d)
|
- | 65 | ||||||||||||||
|
January
30, 2009:
|
|||||||||||||||||||
|
Reserve
for loss on obsolete inventory
|
$ | 67 | $ | - | $ | (9 | ) |
(a)
|
$ | 58 | |||||||||
|
Reserve
for inventory shrinkage
|
137 | 374 | (382 | ) |
(b)
|
129 | |||||||||||||
|
Reserve
for sales returns
|
51 | - | (2 | ) |
(c)
|
49 | |||||||||||||
|
Deferred
tax valuation allowance
|
22 | 20 |
(d)
|
- | 42 | ||||||||||||||
|
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 | |||||||||||||
|
Deferred
tax valuation allowance
|
4 | 18 |
(d)
|
- | 22 | ||||||||||||||
|
(a): Represents
increase/(decrease) in the required reserve based on the Company’s
evaluation of obsolete inventory.
|
|||||||||||||||||||
|
(b): Represents
the actual inventory shrinkage experienced at the time of physical
inventories.
|
|||||||||||||||||||
|
(c): Represents
increase/(decrease) in the required reserve based on the Company’s
evaluation of anticipated merchandise
returns.
|
|||||||||||||||||||
|
(d): Represents
an increase in the required reserve based on the Company’s evaluation of
deferred tax assets.
|
|||||||||||||||||||
17
|
3.
|
Exhibits
|
|
(3.1)
|
Restated
and Amended Charter (filed as Exhibit 3.1 to the Company's Form 10-Q dated
September 3, 2008 and incorporated by reference
herein).
|
|
(3.2)
|
Bylaws,
as amended and restated (filed as Exhibit 3.1 to the Company's Form 8-K
dated August 28, 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).
|
18
|
(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)
|
Amended
and Restated Credit Agreement dated as of June 15, 2007 (filed as Exhbit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
August 3, 2007 and incorporated by reference herein).
|
|
*(10.1)
|
Lowe's
Companies, Inc. Directors' Deferred Compensation Plan, effective July 1,
1994 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended October 31, 2008 and incorporated by
reference herein).
|
|
*(10.2)
|
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).
|
|
*(10.3)
|
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).
|
|
*(10.4)
|
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).
|
|
*(10.5)
|
Lowe's
Companies, Inc. Employee Stock Purchase Plan - Stock Options for Everyone,
as amended and restated (filed as Exhibit 10.10 to the Company’s Annual
Report on Form 10-K for the year ended January 30, 2009, and incorporated
by reference herein).
|
|
*(10.6)
|
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).
|
|
*(10.7)
|
Lowe's
Companies, Inc. Benefit Restoration Plan as amended and restated as of
January 1, 2008 (filed as Exhibit 10.2 to the Company’s Form 10-Q dated
December 12, 2007, and incorporated by reference
herein).
|
|
*(10.8)
|
Form
of the Company's Management Continuity Agreement for Tier I Senior
Officers (filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 1, 2008, and incorporated by
reference herein).
|
|
*(10.9)
|
Form
of the Company's Management Continuity Agreement for Tier II Senior
Officers (filed as Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended August 1, 2008, and incorporated by reference
herein).
|
|
*(10.10)
|
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).
|
|
*(10.11)
|
Amendment No.
1 to the Lowe’s Companies, Inc. Cash Deferral Plan (filed as Exhibit 10.1
to the Company’s Form 10-Q dated December 12, 2007 and incorporated by
reference herein).
|
|
*(10.12)
|
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 May
27, 2005 and incorporated by reference herein).
|
|
*(10.13)
|
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).
|
|
*(10.14)
|
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).
|
19
|
*(10.15)
|
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).
|
|
*(10.16)
|
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).
|
|
*(10.17)
|
Amendment
No. 2 to the Lowe’s Companies, Inc. Deferred Compensation Program (filed
as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year
ended January 30, 2009, and incorporated by reference
herein).
|
|
*(10.18)
|
Amendment
No. 1 to the Lowe’s Companies, Inc. 2006 Long Term Incentive Plan (filed
as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year
ended January 30, 2009, and incorporated by reference
herein).
|
|
*(10.19)
|
Lowe’s
Companies, Inc. 401(k) Plan (filed as Exhibit 4 to Post Effective
Amendment No. 1 to Registration Statement on Form S-8, No. 3329772, filed
September 2, 2009).
|
|
*(10.20)
|
Amendment
No. 5 to the Lowe’s Companies, Inc. 401(k) Plan (filed
herewith).
|
|
*(10.21)
|
Amendment
No. 1 to the Lowe’s Companies, Inc. Directors’ Deferred Compensation
Program (filed herewith).
|
|
(12.1)
|
Statement
Re Computation of Ratio of Earnings to Fixed Charges
|
|
(13)
|
Portions
of the 2009 Lowe’s Annual Report to Shareholders for the fiscal year ended
January 29, 2010
|
|
(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
|
|
101.INS
|
XBRL
Instance Document
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
*
Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form.
|
20
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
LOWE’S
COMPANIES, INC.
|
||
|
(Registrant)
|
||
|
March
30, 2010
|
By:
/s/ Robert A. Niblock
|
|
|
Date
|
Robert
A. Niblock
|
|
|
Chairman
of the Board and Chief Executive Officer
|
||
|
March
30, 2010
|
By:
/s/ Robert F. Hull, Jr.
|
|
|
Date
|
Robert
F. Hull, Jr.
|
|
|
Executive
Vice President and Chief Financial Officer
|
||
|
March
30, 2010
|
By:
/s/ Matthew V. Hollifield
|
|
|
Date
|
Matthew
V. Hollifield
|
|
|
Senior
Vice President and Chief Accounting
Officer
|
21
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report on Form
10-K has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated. Each of the directors of the
Registrant whose signature appears below hereby appoints Robert F. Hull, Jr.,
Matthew V. Hollifield and Gaither M. Keener, Jr., and each of them severally, as
his or her attorney-in-fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission any and all amendments to this report on Form 10-K, making such
changes in this report on Form 10-K as appropriate, and generally to do all such
things in their behalf in their capacities as directors and/or officers to
enable the Registrant to comply with the provisions of the Securities Exchange
Act of 1934, and all requirements of the Securities and Exchange
Commission.
|
/s/
Robert A. Niblock
|
Chairman
of the Board of Directors, Chief Executive Officer and
Director
|
March
30, 2010
|
||
|
Robert
A. Niblock
|
Date
|
|||
|
/s/
David W. Bernauer
|
Director
|
March
30, 2010
|
||
|
David
W. Bernauer
|
Date
|
|||
|
/s/
Leonard L. Berry
|
Director
|
March
30, 2010
|
||
|
Leonard
L. Berry
|
Date
|
|||
|
/s/
Peter C. Browning
|
Director
|
March
30, 2010
|
||
|
Peter
C. Browning
|
Date
|
|||
|
/s/
Dawn E. Hudson
|
Director
|
March
30, 2010
|
||
|
Dawn
E. Hudson
|
Date
|
|||
|
/s/
Robert A. Ingram
|
Director
|
March
30, 2010
|
||
|
Robert
A. Ingram
|
Date
|
|||
|
/s/
Robert L. Johnson
|
Director
|
March
30, 2010
|
||
|
Robert
L. Johnson
|
Date
|
|||
|
/s/
Marshall O. Larsen
|
Director
|
March
30, 2010
|
||
|
Marshall
O. Larsen
|
Date
|
|||
|
/s/
Richard K. Lochridge
|
Director
|
March
30, 2010
|
||
|
Richard
K. Lochridge
|
Date
|
|||
|
/s/
Stephen F. Page
|
Director
|
March
30, 2010
|
||
|
Stephen
F. Page
|
Date
|
|||
|
/s/
O. Temple Sloan, Jr.
|
Director
|
March
30, 2010
|
||
|
O.
Temple Sloan, Jr.
|
Date
|
22