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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 [FEE REQUIRED]
For the fiscal year ended January 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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.)
P. 0. BOX 1111, NORTH WILKESBORO, N.C. 28656-0001
(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:
Title of Each Class Name of Each Exchange on
Which Registered
Common Stock $.50 Par Value New York Stock Exchange
Pacific Stock Exchange
The Stock Exchange (London)
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. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 3, 1998:
$9,262,752,152.
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 3, 1998:
175,583,890 shares.
Documents Incorporated by Reference
Annual Report to Security Holders for fiscal year ended January 30, 1998: Parts
I and II. With the exception of specifically referenced information, the Annual
Report to Security Holders for the fiscal year ended January 30, 1998 is not to
be deemed filed as part of this report. Proxy Statement for Annual Meeting
filed April 17, 1998: Part III.
Part I
Item 1 - Business
Reference is made to "Company Profile" on inside front cover, the
Letter to shareholders on pages 1 - 3, "Lowe's Total Market
Potential" on page 11, "Lowe's Stores" on page 12 and "Merchandise
Sales Trends" on page 12 of the Annual Report to Security Holders
for fiscal year ended January 30, 1998.
Item 2 - Properties
At January 30, 1998, the Company operated 446 stores with a total of
36.5 million square feet of selling space. The current prototype
large store is a 101,000 square foot sales floor unit for smaller
markets and a 115,000 square foot sales floor unit for medium and
larger markets, each with a lawn and garden center comprising
approximately 34,000 additional square feet. The Company also
operates four distribution centers and ten smaller support
facilities, four of which are reload centers only for lumber and
building commodities.
Reference is also made to the "Lowe's Stores" map and table on page
12 and to Notes 1, 3, 5 and 9 on pages 26, 27, 28 and 31 of the
Annual Report to Security Holders for fiscal year ended January 30,
1998.
Item 3 - Legal Proceedings
Reference is made to Note 12 on page 32 of the Annual Report to
Security Holders for fiscal year ended January 30, 1998.
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 29, 1998.
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.
Robert L. Tillman, 54
Chairman of the Board since 1998 and President and Chief Executive
Officer since 1996; Senior Executive Vice President and Chief
Operating Officer, 1994-1996; Executive Vice President,
Merchandising, 1991-1994.
Gregory M Bridgeford, 43
Senior Vice President and General Merchandise Manager since 1996; Vice
President and General Merchandise Manager, 1994 - 1996; Vice President,
Merchandising, 1989 - 1994.
Richard D. Elledge, 56
Senior Vice President and Chief Accounting Officer since 1996; Vice
President and Chief Accounting Officer, 1981 - 1996; Assistant
Secretary since 1991.
Lee Herring, 44
Senior Vice President, Logistics since 1996; Vice President, Logistics,
1993 - 1996; Vice President, Merchandising, 1985 - 1993.
William L. Irons, 54
Senior Vice President, Management Information Services since 1992.
W. Cliff Oxford, 46
Senior Vice President, Corporate and Human Development since 1996;
Senior Vice President, Corporate Relations, 1994 - 1996; Vice
President, Corporate Relations, 1984 - 1994.
William D. Pelon, 48
Senior Vice President, Store Operations since 1997; Regional Vice
President, Store Operations, 1995 - 1997; Senior Director, Sales
Communications in 1995; District Manager, 1991 - 1995.
Dale C. Pond, 52
Senior Vice President, Marketing since 1993; Senior Vice President,
Marketing and New Business Development, Home Quarters Warehouse, Inc.,
1991 - 1993.
David E. Shelton, 51
Senior Vice President, Real Estate/Engineering and Construction since
1997; Vice President, Store Operations, 1995 - 1997; Vice President,
Sales Operations, 1992 - 1995.
Larry D. Stone, 46
Executive Vice President and Chief Operating Officer since 1997;
Executive Vice President, Store Operations 1996 - 1997; Senior Vice
President, Sales Operations, 1995 - 1996; Vice President, General
Merchandising, 1992 - 1995.
William C. Warden, Jr., 45
Executive Vice President, General Counsel, Chief Administrative Officer
and Secretary since 1996; Senior Vice President, General Counsel and
Secretary, 1993 - 1996; Assistant Secretary 1985 - 1993; Partner,
McElwee, McElwee & Warden which served as General Counsel for the
Company, 1979 - 1993.
Gregory J. Wessling, 46
Senior Vice President and General Merchandise Manager since 1996; Vice
President and General Merchandise Manager, 1994 - 1996; Vice President,
Merchandising, 1989 - 1994.
Thomas E. Whiddon, 45
Executive Vice President and Chief Financial Officer since 1996; Senior
Vice President and Chief Financial Officer, 1995 - 1996 and Senior Vice
President and Treasurer, 1994 - 1995, Zale Corporation; Vice President
and Treasurer, 1988 - 1994, Eckerd Corporation.
Part II
Item 5 - Market for the Registrant's Common Stock and Related Security Holder
Matters.
The principal market for trading in Lowe's common stock is the New
York Stock Exchange, Inc. (NYSE). Lowe's common stock is also listed
on the Pacific Exchange in the United States and the Stock Exchange in
London. The ticker symbol for Lowe's is LOW. As of January 30, 1998,
there were 11,334 holders of record of Lowe's common stock. The table,
"Lowe's Quarterly Stock Price Range and Cash Dividends", on page 34 of
the Annual Report to Security Holders for fiscal year ended January
30, 1998 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.
Reference is also made to Note 8 beginning on page 29 of the Annual
Report to Security Holders for fiscal year ended January 30, 1998.
Item 6 - Selected Financial Data
Reference is made to page 33 of the Annual Report to Security Holders
for fiscal year ended January 30, 1998.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Reference is made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18 through 20
and to "Disclosure Regarding Forward-Looking Statements" on page 16
of the Annual Report to Security Holders for fiscal year ended
January 30, 1998.
Item 7a -Quantitative and Qualitative Disclosures About Market Risk
Reference is made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 19 and 20
of the Annual Report to Security Holders for fiscal year ended
January 30, 1998.
Item 8 - Financial Statements and Supplementary Data
Reference is made to the "Independent Auditors' Report" on page 17
and to the financial statements and notes thereto on pages 22
through 32, and to the "Selected Quarterly Data" on page 33 of the
Annual Report to Security Holders for fiscal year ended January 30,
1998.
Item 9 - Disagreements on Accounting and Financial Disclosure
Not applicable.
Part III
Item 10 - Directors and Executive Officers of the Registrant
Reference is made to "Lowe's Board of Directors" on pages 14 and 15
of the Annual Report to Security Holders for fiscal year ended
January 30, 1998, and to Part I - Executive Officers of the
Registrant.
Item 11 - Executive Compensation
Reference is made to "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 was filed,
pursuant to regulation 14A with the SEC on April 17, 1998, and which
sections are hereby incorporated by reference. Information included
under the captions "Report of the Compensation Committee" and
"Performance Graph" is not incorporated by reference herein.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
Reference is made to "Security Ownership of Certain Beneficial
Owners and Management" included in the definitive Proxy Statement
which was filed pursuant to regulation 14A, with the SEC on April
17, 1998, and is hereby incorporated by reference.
Item 13 - Certain Relationships and Related Transactions
Reference is made to "Information About the Board of Directors and
Committees of the Board" included in the definitive Proxy Statement
which was filed, pursuant to regulation 14A, with the SEC on April
17,1998, and is hereby incorporated by reference.
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
a) 1.Financial Statements
Reference is made to the following items and page numbers
appearing in the Annual Report to Security Holders for
fiscal year ended January 30, 1998:
Pages
Independent Auditors' Report 17
Consolidated Statements of Earnings for each of the
three fiscal years in the period ended January 30, 1998 22
Consolidated Balance Sheets at January 30, 1998
and January 31, 1997 23
Consolidated Statements of Shareholders' Equity for
each of the three fiscal years in the period ended
January 30, 1998 24
Consolidated Statements of Cash Flows for each of
the three fiscal years in the period ended
January 30, 1998 25
Notes to Consolidated Financial Statements for
each of the three fiscal years in the period ended
January 30, 1998 26-32
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 to the
Company's Form 10-Q dated December 12,1997 and
incorporated by reference herein).
(3.2) Bylaws, as amended.
(4.1) Rights Agreement dated as of September 9, 1988 between
the Company and Wachovia Bank and Trust Co., N.A., as
Rights Agent (filed as Exhibit 4.1 to the Company's
Form 8-K dated September 9, 1988 and incorporated by
reference herein).
(10.1) Lowe's Companies, Inc. 1985 Stock Option Plan (filed as
Exhibit C to the Company's Proxy Statement dated May 31,
1985 and incorporated by reference herein).
(10.2) Post Effective Amendment No. 1 to Lowe's Companies,
Inc. 1985 Stock Option Plan (filed on the Company's
Form S-8 dated June 23, 1987 (No. 33-2618) and
incorporated by reference herein).
(10.3) 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).
(10.4) 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).
(10.5) Indenture dated April 15, 1992 between the Company and
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).
(10.6) 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).
(10.7) 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).
(10.8) Amended and Restated Indenture, dated as of December 1, 1995,
between the Company and First National Bank of Chicago, as
Trustee (filed as Exhibit 4.1 on Form 8-K dated December 15,
1995, and incorporated by reference herein).
(10.9) 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).
(10.10) 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).
(10.11) 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).
(13) Annual Report to Security Holders for fiscal year ended
January 30, 1998.
(21) List of Subsidiaries.
(23) Consent of Deloitte & Touche LLP
(27) Financial Data Schedule
b) Reports on Form 8-K
There were no reports on Form 8-K filed by the registrant during the
last quarter of the period covered by this report.
Part IV
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 24, 1998 By: /s/ Thomas E. Whiddon______
Date Thomas E. Whiddon
Executive Vice President
and Chief Financial Officer
April 24, 1998 By: /s/ Kenneth W. Black, Jr.____
Date Kenneth W. Black, Jr.
Vice President and Corporate Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Chairman of the Board of Directors,
President, Chief Executive Officer
/s/Robert L. Tillman and Director 4/24/98
Robert L. Tillman Date
/s/Robert L. Strickland Director 4/24/98
Robert L. Strickland Date
______________________ Director _______
William A. Andres Date
/s/ John M. Belk Director 4/24/98
John M. Belk Date
/s/ Leonard L. Berry__ Director 4/24/98
Leonard L. Berry Date
____________________ Director _______
Peter C. Browning Date
____________________ Director _______
Carol A. Farmer Date
____________________ Director _______
Paul Fulton Date
____________________ Director _______
James F. Halpin Date
/s/ Leonard G. Herring Director 4/24/98
Leonard G. Herring Date
/s/ Richard K. Lochridge Director 4/24/98
Richard K. Lochridge Date
/s/ Claudine B. Malone Director 4/24/98
Claudine B. Malone Date
______________________ Director _______
Robert G. Schwartz Date