10-K/A 1 form10ka1302004.htm LOWE'S COMPANIES, INC. FORM 10-K/A Lowe's Form 10-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

 

x 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the fiscal year ended January 30, 2004
 
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

 

 LOGO

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.

o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x

Yes

 o No

 

The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of August 1, 2003, the last business day of the Company's most 
recent second quarter, was $36,872,272,539. 
 
The number of shares outstanding of the registrant's Common Stock, $.50 Par Value, as of April 5, 2004 was 785,041,386.
 
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Security Holders for fiscal year ended January 30, 2004: Parts I and II.  With the exception of specifically referenced information, the Annual Report to 
Security Holders for the fiscal year ended January 30, 2004 is not deemed filed as part of this report.  Proxy Statement for the 2004 Annual Meeting which will be filed 
within 120 days after January 30, 2004: Part III.

 

EXPLANATORY NOTE

This Annual Report on Form 10-K/A amends our previously filed Annual Report on Form 10-K for the fiscal year ended January 30, 2004. This amendment is being filed to correct certain clerical errors that appeared in the original filing including the following: (1) the cover page is being amended to remove the check mark from the box relating to Item 405 of Regulation S-K; (2) page 26 of Exhibit 13 to the original filing is being revised to reflect that the amount of net earnings for the fiscal year ended January 30, 2004 was $1,877 million as opposed to the $877 million reflected in the original filing, and the percentage of sales of Selling, General and Administrative expenses for the year ended January 31, 2003 was 17.91% as opposed to the 17.97% as reflected in the original filing; (3) certain minor typographical changes are being made to conform Exhibit 13 to the Annual Report being distributed to security holders; (4) the exhibit list is being revised to reflect that Exhibit 13 contains portions of the Annual Report to Security Holders for the fiscal year ended January 30, 2004 filed herewith. No other information in the original filing is being revised.

 

Part II
 


Item 8 - Financial Statements and Supplementary Data

See the "Independent Auditors' Report" of Deloitte & Touche LLP on page 25, the financial statements and the notes thereto on pages 26 through 38, and the "Selected Quarterly Data" on page 41 of the Annual Report to Security Holders for the fiscal year ended January 30, 2004 filed as Exhibit 13 hereto.
 

 

 

Part IV
 

Item 15 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

a) 1. Financial Statements
See the following items and page numbers appearing in the Annual Report to Security Holders for the fiscal year ended January 30, 2004:
 

Page(s)
Independent Auditors' Report 25
Consolidated Statements of Earnings for each of the three  fiscal years in the period ended January 30, 2004 26
Consolidated Balance Sheets at January 30, 2004 and January 31, 2003 27
Consolidated Statements of Shareholders' Equity for each of the three fiscal years in the period ended January 30, 2004 28
Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 30, 2004 29
Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 30, 2004 30-38

 

 

  2. Financial Statement Schedules

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Lowe's Companies, Inc.

We have audited the financial statements of Lowe's Companies, Inc. (the "Company") as of January 30, 2004 and January 31, 2003, and for each of the three fiscal years in the period ended January 30, 2004, and have issued our report thereon dated March 19, 2004 (April 2, 2004, as to the third paragraph in Note 10), which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's change in method of accounting for stock-based compensation; such financial statements and report are included in your 2003 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of the Company, listed in Item 15. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.


/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina
March 19, 2004 (April 2, 2004, as to the third paragraph in Note 10)

 

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 30, 2004:

                

Reserve for loss on discontinued inventories

$               52

  

$               9

 (a)

$             -

  

$           61

Reserve for inventory shrinkage

   83   296   (297) (b) 82

Self-insurance liability

   244   206   (123) (c) 327
                 
January 31, 2003:                

Reserve for loss on discontinued inventories

   47   5 (a) -   52

Reserve for inventory shrinkage

   79   275   (271) (b) 83

Self-insurance liability

   171   186   (113) (c) 244
                 
February 1, 2002:                

Reserve for loss on discontinued inventories

   38   9 (a) -   47

Reserve for inventory shrinkage

   93   291   (305) (b) 79

Self-insurance liability

   139   125   (93) (c) 171 
 
(a):  Represents increase/(decrease) in the required reserve based on the Company's evaluation of discontinued inventories.
(b):  Represents the actual inventory shrinkage experienced at the time of physical inventories.
(c):  Represents claim payments for self-insured claims.
 
 
  3. Exhibits
  (3.1)     Restated and Amended Charter (filed as Exhibit 3.1 to the Company's Form 10-Q dated September 14, 
    2001 and incorporated by reference herein).
  (3.2)     Bylaws, as amended (filed as Exhibit 3(ii) to the Company's Form 10-Q dated December 9, 2003 and
    incorporated by reference herein)
  (4.1)     Amended and Restated Rights Agreement, dated December 2, 1999 between the Company and 
    Equiserve Trust Company, N.A., as Rights Agent (incorporated herein by reference to Exhibit 2 of 
    Amendment No. 2 to the Company's Registration Statement on Form 8-A dated on February 14, 2000, as 
    amended by Exhibit 1 of Amendment No. 3 to the Company's Registration Statement on Form 8-A, dated 
    March 2, 2000).
 * (10.1)     Lowe's Companies, Inc. Directors' Deferred Compensation Plan, effective July 1, 1994 (filed as Exhibit  
    10.6 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and 
    incorporated by reference herein).
 
  (*10.2)     Lowe's Companies, Inc. Directors' Stock Incentive Plan (filed on the Company's Form S-8 dated July 8,  
    1994 (No. 33-54497) and incorporated by reference herein).
  *(10.3)     Lowe's Companies, Inc., 1994 Incentive Plan (filed on the Company's Form S-8 dated July 8, 1994 (No. 
    33-54499) and incorporated by reference herein).
  *(10.4)     Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 9, 1994 (filed as Exhibit 
    10.9 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and 
    incorporated by  reference herein).
 * (10.5)     Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated September 17, 1998 (filed as 
    Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and
    incorporated by  reference herein).
  *(10.6)     Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 4, 1998 (filed as Exhibit 
    10.11 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and
    incorporated by  reference herein).
  *(10.7)     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).
  *(10.8)     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).
 * (10.9)     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).
  *(10.10)     Lowe's/Eagle Stock Option Plan (filed as Exhibit 4.2 on the Company's Form S-8 filed April 7, 1999 (No. 
    333-75793) and incorporated by reference herein).
 *(10.11)     Lowe's Companies, Inc. Directors'  Stock Option Plan (filed on the Company's Form S-8 dated October  
    21, 1999 (No. 333-89471) and incorporated by reference herein).
  *(10.12)     Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock Options for Everyone (filed on the 
    Company's Form S-8 dated May 2, 2000 (No. 333-36096) and incorporated by reference herein).
 *(10.13)     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).
  (10.14)     Indenture dated April 15, 1992 between the Company and Bank One, N.A., Successor Trustee to 
    Chemical Bank, as Trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3
    (No. 33-47269) and incorporated by  reference herein).
  (10.15)     Lowe's Companies Benefit Restoration Plan (filed on the Company's Form S-8 dated August 8, 2002 (No. 
    333-97811) and incorporated by reference herein).
  (10.16)     Amended and Restated Indenture, dated as of December 1, 1995, between the Company and Bank One, 
    N.A., formerly known as The First National Bank of Chicago (filed as Exhibit 4.1 on Form 8-K dated 
    December 15, 1995, and incorporated by  reference herein).
  (10.17)     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 Bank One, N.A., formerly known as The First
    National Bank of Chicago (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K dated 
    April 19, 1999, and incorporated by reference herein).
  (10.18)     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 Bank One, N.A., formerly known as The First
    National Bank of Chicago (filed as Exhibit 4.1 on Form 8-K dated October 25, 2001, and incorporated by 
    reference herein).
  (10.19)     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).
  (10.20)     Form of the Company's 6 3/8 % Senior Note due December 15, 2005 (filed as Exhibit 4.2 on Form 8-K 
    dated December 15, 1995, and incorporated by reference herein).
  (10.21)     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).
  (10.22)     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).
  (10.23)     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).
  (10.24)     Form of the Company's 7 1/2 % Notes due December 15, 2005 (filed as Exhibit 4.2 on Form 8-K dated 
    December 20, 2000, and incorporated by reference herein).
  (10.25)     Form of the Company's 2.5 % Liquid Yield Option Notes due February 16, 2021 (filed as Exhibit 4.2 to 
    the Company's Registration Statement on Form S-3 (No. 333-60434), and incorporated by reference 
    herein).
  (10.26)     Form of the Company's Senior Convertible Notes due October 19, 2021 (filed as Exhibit 4.2 on Form
    8-K dated October 25, 2001, and incorporated by reference herein).
  (10.27)     Form of the Company's Management Continuity Agreement for Senior Officers (filed as Exhibit 10.28 
    to the Company's Annual Report on Form 10-K for the year ended February 1, 2002, and incorporated 
    by reference herein). 
  (10.28)     Form of the Company's Management Continuity Agreement for Executive Officers (filed as Exhibit 10.29 
    to the Company's Annual Report on Form 10-K for the year ended February 1, 2002, and incorporated 
    by reference herein). 
   
 * (10.29) Release, Separation and Consulting Agreement - Thomas E. Whiddon (filed as Exhibit 10(iii)(A).1 to the
  Company's Form 10-Q dated September 12, 2003 and incorporated by reference herein).
   
 * (10.30) Release and Separation Agreement - William C. Warden, Jr. (filed as Exhibit 10(iii)(A).2 to the
  Company's Form 10-Q dated September 12, 2003 and incorporated by reference herein).

 (13)

 Portions of the Annual Report to Security Holders for the fiscal year ended January 30, 2004.

(21)

 List of Subsidiaries.
  

(23)

 Consent of Deloitte & Touche LLP
   

 (31.1)

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   

 (31.2)

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   

 (32.1)

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
 Oxley Act of 2002.  

(32.2)

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
 Oxley Act of 2002.  
   
  * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.
 b) Reports on Form 8-K
    

Current Report on Form 8-K filed December 8, 2003, furnishing under Item 5 thereof the News Release

announcing the approval of a $1 billion share repurchase program, as well as the declaration of a cash dividend.

Current Report on Form 8-K filed December 8, 2003, furnishing under Item 5 thereof the News Release announcing

the resignation of Thomas D. O'Malley from its Board of Directors

 

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)
  

April 13, 2004

By:       /s/ Kenneth W. Black, Jr. 
Date

Kenneth W. Black, Jr.

Senior Vice President and Chief Accounting Officer