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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 1, 2002
OR
[ ] 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 (I.R.S. Employer
incorporation or organization) identification No.)
1605 CURTIS BRIDGE ROAD, WILKESBORO, N.C. 28697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (336) 658-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock $.50 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes x , 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 the 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at April 1, 2002, based on a closing price of $43.23 per share,
was $30,069,758,953.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Class: COMMON STOCK, $.50 PAR VALUE, Outstanding at April 1, 2002:
776,775,934 shares.
Documents Incorporated by Reference
Annual Report to Security Holders for fiscal year ended February 1, 2002:
Parts I and II. With the exception of specifically referenced information,
the Annual Report to Security Holders for the fiscal year ended February 1,
2002 is not to be deemed filed as part of this report. Proxy Statement for
the 2001 Annual Meeting which will be filed within 120 days after February 1,
2002: Part III.
Part I
Item 1 - Business
General
Lowe's Companies, Inc. (the Company or Lowe's) is the second largest
retailer of home improvement products in the world, with a specific emphasis
on retail do-it-yourself (DIY) and commercial business customers. Lowe's
specializes in offering products and services for home improvement, home
decor, home maintenance, home repair and remodeling, and maintenance of
commercial buildings. As of February 1, 2002, Lowe's operated 744 stores in
42 states, with approximately 80.7 million square feet of retail selling
space.
Lowe's was incorporated in North Carolina in 1952 and has been a publicly
held company since 1961. Lowe's common stock is listed on the New York
Stock Exchange, with shares trading under the ticker symbol "LOW." Lowe's
general offices are located in Wilkesboro, North Carolina.
Lowe's has one reportable industry segment - the operation of home
improvement retail stores. See Item 6 "Selected Financial Data" for the
historical data of revenues, profits and identifiable assets of the Company.
Store Expansion
Lowe's is continuing to maintain an aggressive growth strategy. Lowe's
current prototype store has a 121,000 square foot sales floor with an
attached lawn and garden center comprising approximately 30,000 additional
square feet. Lowe's 2002 expansion plan calls for opening approximately 123
stores (including the relocation of approximately 8 smaller format stores).
The Company is focusing much of its future expansion on metro markets with
populations of 500,000 or more. Stores in these larger markets made up
approximately 65% of the total expansion in 2001 and will comprise a similar
percentage of growth in 2002. The following table illustrates the growth of
the Company over the last three years.
2001 2000 1999
Number of stores, beginning of year 650 576 520
New stores opened 101 80 60
Relocated stores opened 14 20 31
Stores closed (including relocated
stores) (21) (26) (35)
Number of stores, end of year 744 650 576
Customer Service
Lowe's serves both retail and commercial business customers. Retail
customers are primarily do-it-yourself homeowners and others buying for
personal and family use. Commercial business customers include repair and
remodeling contractors, electricians, landscapers, painters, plumbers and
commercial and residential building maintenance professionals. Each Lowe's
store caters to these customers by combining the merchandise, sales and
service of: a home fashions and interior design center; a lawn and garden
center; an appliance dealer; a hard goods discounter; a hardware store; an
air conditioning, heating, plumbing and electrical supply center; and a
building materials supplier.
Lowe's offers two proprietary credit cards - one for individual retail
customers and the other for commercial business customers. Lowe's
commercial business customers can also make purchases on credit by using
Lowe's in-house accounts. In addition, Lowe's accepts Visa, MasterCard,
Discover and American Express credit cards.
Products
A typical Lowe's home improvement warehouse stocks more than 40,000
items, with hundreds of thousands of items available through our special
order system. Each store carries a wide selection of nationally advertised
brand name merchandise. The Company's merchandise selection supplies both
the DIY retail and commercial business customer with items needed to
complete home improvement, repair, maintenance or construction projects.
See Note 15 on page 38 of the Annual Report to Security Holders for fiscal
year ended February 1, 2002 for the table illustrating sales by product
category for each of the last three fiscal years.
Excluding special order vendors, the Company sources its products from
approximately 7,000 merchandise vendors worldwide, with no single vendor
accounting for more than 4% of total purchases. The Company is not
dependent upon any single vendor. To the extent possible, the Company
utilizes its Global Sourcing Division to purchase directly from foreign
manufacturers and avoid third party importers. Management believes that
alternative and competitive suppliers are available for virtually all its
products, further increasing opportunities for product quality and operating
margins. Lowe's has begun to cultivate and execute vendor alliance
partnerships with key vendor partners in an effort to enhance our market
share where such partnerships are advantageous to the customer, Lowe's and
the vendors.
In order to maintain appropriate inventory levels in stores and to
improve distribution efficiencies, the Company operates seven highly
automated regional distribution centers (RDC's). The current RDC's are
strategically located in North Carolina, Georgia, Indiana, Pennsylvania,
Texas, California and Ohio. Each Lowe's store is served by one of these
RDC's. The Company also operates nine smaller support facilities in order
to distribute merchandise that requires special handling due to size or type
of packaging, such as lumber, various imports and building materials.
Approximately 50% of the merchandise purchased by the Company is shipped
through its distribution facilities, while the remaining portion is shipped
directly to stores from vendors. Regional distribution centers are
currently under construction in Cheyenne, Wyoming, and in Northampton
County, North Carolina.
Marketing
The Company reaches target customers through a mixture of television,
radio, direct mail, newspaper, event sponsorships, and in-store programs.
Each marketing initiative is based on understanding current and prospective
customers. The Company has a strategic alliance with the HGTV network that
allows it to utilize a substantial portion of the commercial airtime in which
only the Company's and its vendors' commercials are aired. This is one of a
half dozen media partnership programs which the Company employs in an effort
to build the image and equity of the Lowe's brand, while complementing the
core media and marketing programs. Additionally, the Company hosts customer
hospitality events through its Team 48 NASCAR sponsorship, supports the wide-
ranging activities of Lowe's Home Safety Council, and utilizes its proprietary
credit programs to drive customer traffic and purchases.
In 2001, the Company continued to introduce or redefine programs to
respond to the changing needs and lifestyles of targeted customers. Primary
to this effort is the Company's initiative to serve commercial business
customers. The Company has responded to the special needs of this customer
group by carrying more professional brands, increasing in-stock quantities for
bigger jobs and testing various marketing approaches in an effort to win the
loyalty of commercial customers. The Company continues to emphasize installed
sales and currently has thirty product categories available where customers
can have installation arranged through Lowe's stores. In addition, kiosks are
available in departments such as appliances, home decor/flooring,
electrical/lighting, millwork, hardware, seasonal, plumbing and tools for our
customer's special product ordering. Some of these kiosks are technology
based and some are literature based, but all facilitate the ability of the
customer to special order to fit their home improvement needs.
Competition
The home improvement retailing business is highly competitive. The
principal competitive factors are price, location, customer service, product
and brand selection, and name recognition. The Company competes with a number
of traditional hardware, plumbing, electrical and home supply retailers, as
well as other chains of warehouse home improvement stores and lumber yards in
most of its market areas. In addition, the Company competes, with respect to
some of its products, with discount stores, mail order firms, and warehouse
clubs.
Lowe's is the second largest retailer of home improvement products in the
world. Due to the large number and variety of competitors, management is
unable to precisely measure the Company's market share in its existing market
areas. However, Lowe's defines the market segments that it serves as DIY,
appliances, lawn & garden, home decor, repair/remodeling, specialty trade
contractor, and property management. This total market is estimated to be
$400 billion of which Lowe's share is estimated to be approximately 6% as of
February 1, 2002.
Information Systems
The Company is continuously assessing and upgrading its information
systems in an effort to support growth, to control costs, and to enable better
decision-making. During the last six years, the Company has made a
substantial investment in developing and purchasing new computer systems.
Lowe's has a point of sale system, electronic bar code scanning system,
various design systems and dual UNIX Servers in each of its stores. Store
information is communicated to the support center's central computer via a
terrestrial based (frame relay) network with back up being provided by a
satellite based wide area network. These systems provide customer checkout
with automated credit card approval and also provide store-based perpetual
inventory information. In addition, the systems also provide labor planning
and item movement experience. These computers supply the general office
functions with the information needed to support the stores, including
centralized inventory replenishment.
Employees
As of February 1, 2002, the Company employed approximately 87,000 full-
time and 21,000 part-time employees, none of which are covered by any
collective bargaining agreements. Management considers its relations with its
employees to be good.
Item 2 - Properties
At February 1, 2002, the Company operated 744 stores with a total of 80.7
million square feet of selling space. The current prototype large store is a
121,000 square foot sales floor with a lawn and garden center comprising
approximately 30,000 additional square feet. Of the total stores operating at
February 1, 2002, approximately 70% of the facilities are owned, with the
remainder being leased. Approximately 45% of these leases are capital leases.
The Company also owns and operates seven regional distribution centers and
nine smaller support facilities, four of which are reload centers for lumber
and building commodities. The Company's general offices are located in
Wilkesboro, North Carolina and occupy several buildings, the majority of which
are owned.
Item 3 - Legal Proceedings
The Company is a defendant in legal proceedings considered to be in the
normal course of business, none of which, singularly or collectively, are
considered material to the Company.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Stockholders to be
held on May 31, 2002.
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 L. Tillman 58 Chairman of the Board since 1998 and Chief
Executive Officer since 1996.
Theresa A. Anderson 44 Senior Vice President, Merchandising Sales
and Service since 2001; Senior Vice
President, Operations & Merchandising
Support, 2000 - 2001; Vice President,
Store Support, 1999 - 2000; Vice
President, Merchandising, 1998 - 1999;
Divisional Merchandising Manager, 1996 -
1998.
Kenneth W. Black, Jr. 42 Senior Vice President and Chief Accounting
Officer since 1999; Vice President and
Corporate Controller, 1997 - 1999;
Controller, 1996 - 1997.
Gregory M. Bridgeford 47 Senior Vice President, Business
Development since 1999; Senior Vice
President, Marketing, 1998 - 1999; Senior
Vice President and General Merchandise
Manager, 1996 - 1998.
Michael K. Brown 38 Senior Vice President, Store Operations -
Western Division since 2001; Vice
President, Specialty Sales, 1999 - 2001;
Regional Vice President, Northeast
Division, 1998 - 1999; Merchandising Vice
President, Lawn and Garden, Bag
Goods/Chemicals and Outdoor Power
Equipment, 1996 - 1998.
Charles W. Canter, Jr. 51 Senior Vice President, Store Operations -
Northern Division since 1999; Senior Vice
President and General Merchandise Manager,
Building Materials, 1998 - 1999; Vice
President, Merchandising - Millwork, 1998;
Regional Vice President, Store Operations,
1993 - 1998.
Robert J. Gfeller, Jr. 40 Senior Vice President, Marketing and
Advertising since 2000; Vice President,
Marketing, 1999 - 2000; Coca-Cola USA
Corp., 1996 - 1999; Nabisco Co.-Planters
Co. Division, 1994 - 1996.
Stephen A. Hellrung 54 Senior Vice President, General Counsel and
Secretary since 1999; The Pillsbury
Company, 1997 - 1998; Bausch & Lomb,
Incorporated, 1982 - 1997.
A. Lee Herring 48 Senior Vice President, Distribution since
2001; Senior Vice President, Logistics,
1996 - 2001.
Perry G. Jennings 44 Senior Vice President, Human Resources
since 1999, Vice President, Operations and
Merchandising Support, 1998; Director,
Merchandising Support and Administration,
1996 - 1997.
John L. Kasberger 56 Senior Vice President and General
Merchandising Manager, Hardlines since
2001; Vice President, Merchandising -
Appliances/Kitchens, 2000; Vice President,
Internet Merchandising, 1999; Vice
President, Merchandising - Appliances,
1998 - 1999; Divisional Merchandise
Manager, 1992 - 1998.
John R. Manna 44 Vice President and Corporate Controller
since 2000, Assistant Controller, 1999 -
2000; Director of Corporate Accounting
1996 - 1999.
Michael K. Menser 48 Senior Vice President and General
Merchandising Manager, Home Decor since
1998; Vice President, Logistics, 1996 -
1998.
Robert A. Niblock 39 Executive Vice President since 2001, and
Chief Financial Officer since 2000; Senior
Vice President, Finance, 1999 - 2000; Vice
President and Treasurer, 1997 - 1998;
Senior Director, Taxation, 1996 - 1997.
Dale C. Pond 56 Executive Vice President, Merchandising
since 2001; Executive Vice President,
Chief Merchandising Officer, 2000 - 2001;
Executive Vice President, Merchandising
and Marketing, 1998 - 2000; Senior Vice
President, Marketing, 1993 - 1998.
David E. Shelton 55 Senior Vice President, Real
Estate/Engineering and Construction since
1997; Vice President, Store Operations,
1995 - 1997.
John David Steed 50 Senior Vice President and General
Merchandising Manager, Building Products
since 2001; Vice President, Merchandising
- Western Division, 1999 - 2001; Vice
President, Merchandising - Fashion
Plumbing/Electrical, 1998 - 1999;
Divisional Merchandise Manager -
Electrical, 1995 - 1997.
Larry D. Stone 50 Executive Vice President, Store Operations
since 2001; Executive Vice President and
Chief Operating Officer, 1997 - 2001;
Executive Vice President, Store
Operations, 1996 - 1997.
William C. Warden, Jr. 49 Executive Vice President, Administration
since 2001; Executive Vice President and
Chief Administrative Officer, 1999 - 2001;
Executive Vice President, General Counsel,
Chief Administrative Officer and
Secretary, 1996 - 1999.
Gregory J. Wessling 50 Senior Vice President, Store Operations -
Southern Division since 1999; Senior Vice
President, Store Operations - Eastern
Division, 1998 - 1999; Senior Vice
President and General Merchandise Manager,
1996 - 1998.
Thomas E. Whiddon 49 Executive Vice President, Logistics and
Technology since 2000; Executive Vice
President and Chief Financial Officer,
1996 - 2000.
Part II
Item 5 - Market for the Registrant's Common Stock and Related Security Holder
Matters
Lowe's common stock is traded on the New York Stock Exchange, Inc.
(NYSE). The ticker symbol for Lowe's is LOW. As of February 1, 2002, there
were 19,277 holders of record of Lowe's common stock. The table, "Lowe's
Quarterly Stock Price Range and Cash Dividend Payment", on page 40 of the
Annual Report to Security Holders for fiscal year ended February 1, 2002 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.
Item 6 - Selected Financial Data
See page 41 of the Annual Report to Security Holders for the fiscal year
ended February 1, 2002.
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 20 through 24 and "Disclosure Regarding
Forward-Looking Statements" on page 19 of the Annual Report to Security
Holders for the fiscal year ended February 1, 2002.
Item 7a - Quantitative and Qualitative Disclosures about Market Risk
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk" beginning on page 20 of the Annual Report
to Security Holders for the fiscal year ended February 1, 2002.
Item 8 - Financial Statements and Supplementary Data
See the "Independent Auditors' Report" of Deloitte & Touche LLP on page
18 and the financial statements and notes thereto on pages 25 through 38, and
the "Selected Quarterly Data" on page 41 of the Annual Report to Security
Holders for the fiscal year ended February 1, 2002.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10 - Directors and Executive Officers of the Registrant
See "Election of Directors", "Information Concerning the Nominees," and
"Information Concerning Continuing Directors" 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 February 1, 2002.
Item 11 - Executive Compensation
See "Compensation of Executive Officers", "Option/SAR Grants in Last
Fiscal Year", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-end Option/SAR Values", and "Long-term Incentive Plans - Awards in Last
Fiscal Year" 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 February 1, 2002. Information included under the captions "Report of
the Compensation and Organization Committee" and "Performance Graph" is not
incorporated by reference herein.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
See "Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters" 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 February 1, 2002.
Item 13 - Certain Relationships and Related Transactions
See "Information about the Board of Directors and Committees of the
Board" 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
February 1, 2002.
Part IV
Item 14 - 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 February 1,
2002:
Page(s)
Independent Auditors' Report 18
Consolidated Statements of Earnings for each of the three
fiscal years in the period ended February 1, 2002 25
Consolidated Balance Sheets at February 1, 2002
and February 2, 2001 26
Consolidated Statements of Shareholders' Equity for each
of the three fiscal years in the period ended February
1, 2002 27
Consolidated Statements of Cash Flows for each of the
three fiscal years in the period ended February 1, 2002 28
Notes to Consolidated Financial Statements for each of
the three fiscal years in the period ended February 1,
2002 29-38
2. Financial Statement Schedules
Schedules are omitted because of the absence of conditions under
which they are required or because information required is
included in financial statements or the notes thereto.
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 3.2 to the Company's Form 10-
K dated April 13, 2001 and amended on July 12, 2001 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., 1989 Non-Employee Directors' Stock Option
Plan (filed as Exhibit A to the Company's Proxy Statement dated
June 9, 1989 and incorporated by reference herein).
(10.2) Lowe's Companies, Inc., 1990 Benefit Restoration Plan (filed as
Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
year ended January 31, 1991, and incorporated by reference
herein).
(10.3) 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).
(10.4) Lowe's Companies, Inc. Director's Stock Incentive Plan (filed on
the Company's Form S-8 dated July 8, 1994 (No. 33-54497) and
incorporated by reference herein).
(10.5) 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).
(10.6) 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).
(10.7) 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).
(10.8) 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).
(10.9) 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).
(10.10) 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).
(10.11) 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).
(10.12) 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).
(10.13) 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).
(10.14) 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).
(10.15) 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).
(10.16) 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).
(10.17) 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).
(10.18) 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).
(10.19) 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).
(10.20) 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).
(10.21) 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).
(10.22) 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).
(10.23) 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).
(10.24) 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).
(10.25) 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).
(10.26) 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).
(10.27) 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).
(10.28) Form of the Company's Management Continuity Agreement for Senior
Officers.
(10.29) Form of the Company's Management Continuity Agreement for
Executive Officers.
(13) Portions of the Annual Report to Security Holders for fiscal year
ended February 1, 2002.
(18) Letter Regarding Change in Accounting Method Dated November 10,
1999 (filed as Exhibit 18 to the Company's Form 10-Q dated
December 13, 1999 and incorporated by reference herein).
(21) List of Subsidiaries.
(23) Consent of Deloitte & Touche LLP
b) Reports on Form 8-K
A report on Form 8-K was filed on October 25, 2001 by the registrant.
Therein under Item 7, the Company filed certain exhibits in connection
with the registrant's offering and sale on October 19, 2001, of
$580,700,000 aggregate principal amount at maturity of Senior
Convertible Notes pursuant to its Shelf Registration Statement on Form
S-3 (File No. 333-55252).
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.
April 5, 2002 By: /s/ Robert A. Niblock
Date Robert A. Niblock
Executive Vice President
and Chief Financial Officer
April 5, 2002 By: /s/ Kenneth W. Black, Jr.
Date Kenneth W. Black, Jr.
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 A. Niblock, Kenneth W. Black, Jr. and Stephen A. Hellrung, 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 L. Tillman Chairman of the Board of Directors, April 5, 2002
Robert L. Tillman Chief Executive Officer and Director Date
/s/ Leonard L. Berry Director April 5, 2002
Leonard L. Berry Date
/s/Peter C. Browning Director April 5, 2002
Peter C. Browning Date
/s/Paul Fulton Director April 5, 2002
Paul Fulton Date
/s/Dawn E. Hudson Director April 5, 2002
Dawn E. Hudson Date
/s/Robert A. Ingram Director April 5, 2002
Robert A. Ingram Date
/s/ Kenneth D. Lewis Director April 5, 2002
Kenneth D. Lewis Date
/s/ Richard K. Lochridge Director April 5, 2002
Richard K. Lochridge Date
/s/ Claudine Malone Director April 5, 2002
Claudine Malone Date
/s/ Thomas D. O'Malley Director April 5, 2002
Thomas D. O'Malley Date
/s/Robert G. Schwartz Director April 5, 2002
Robert G. Schwartz Date