LOWES COMPANIES INC
Item 1 - Business
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.
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 - Risk Factors
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
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
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.
Changes in existing or new laws and regulations could adversely affect our business.
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.
Item 1B - Unresolved Staff Comments
None.
Item 2 - Properties
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.
Item 3 - Legal Proceedings
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.
Item 4 - Reserved
EXECUTIVE OFFICERS OF THE REGISTRANT
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
Chairman of the Board and Chief Executive Officer since 2005; President, 2003 - 2006.
Maureen K. Ausura
Senior Vice President, Human Resources since 2005.
Gregory M. Bridgeford
Executive Vice President, Business Development since 2004.
Michael K. Brown
Executive Vice President, Store Operations since 2006; Senior Vice President, Store Operations, 2001 - 2006.
Charles W. (Nick) Canter, Jr.
Executive Vice President, Merchandising since 2006; Executive Vice President, Store Operations, 2005 - 2006; Senior Vice President, Store Operations,
- 2005.
Marshall A. Croom
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
Senior Vice President and Chief Accounting Officer since 2005; Vice President, Corporate Accounts Payable 2002 - 2005.
Robert F. Hull, Jr.
Executive Vice President and Chief Financial Officer since 2004.
Gaither M. Keener, Jr.
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer since 2006; Vice President, Deputy General Counsel, 2005 - 2006.
Joseph M. Mabry, Jr.
Executive Vice President, Logistics and Distribution since 2004.
N. Brian Peace
Senior Vice President, Corporate Affairs since 2006; Vice President, Corporate Communications, 1999 - 2006.
Larry D. Stone
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
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.
Part II
Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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:
(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.
Item 6 - Selected Financial Data
See page 47 of the Lowe’s 2009 Annual Report to Shareholders.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
See "Quantitative and Qualitative Disclosures About Market Risk" on page 26 of Lowe’s 2009 Annual Report to Shareholders.
Item 8 - Financial Statements and Supplementary Data
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.
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A - Controls and Procedures
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.
Item 9B - Other Information
None.
Part III
Item 10 - Directors, Executive Officers and Corporate Governance
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.
Item 11 - Executive Compensation
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.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
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.
Item 14 - Principal Accounting Fees and Services
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.
Part IV
Item 15 - Exhibits, Financial Statement Schedules
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
Consolidated Balance Sheets at January 29, 2010 and January 30, 2009
Consolidated Statements of Shareholders' Equity for each of the three fiscal years in the period ended January 29, 2010
Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 29, 2010
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,
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).
(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).
*(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
(31.2)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
(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.
SIGNATURES
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
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