UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K/A
(Amendment No.
2)
(Mark
One)
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x
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended
January 29, 2010
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or
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from
________ to
_________
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Commission file number
1-7898
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LOWE'S
COMPANIES,
INC.
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(Exact name of registrant as specified in its
charter)
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NORTH
CAROLINA
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56-0578072
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1000 Lowe's Blvd., Mooresville,
NC
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28117
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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704-758-1000
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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Common Stock, $.50 Par
Value
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New York Stock Exchange
(NYSE)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
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x
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Yes
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o
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No
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Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.
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o
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Yes
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x
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No
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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.
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x
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Yes
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o
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No
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Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§1.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
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x
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Yes
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o
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer," "accelerated filer,” and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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o
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Yes
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x
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No
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As of
July 31, 2009, the last business day of the Company's most recent second
quarter, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was $33.1 billion based on the closing sale
price as reported on the New York Stock Exchange.
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
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CLASS
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OUTSTANDING AT MARCH 26,
2010
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Common
Stock, $.50 par value
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1,443,389,268
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DOCUMENTS INCORPORATED BY
REFERENCE
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Document
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Parts Into Which
Incorporated
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Portions
of Lowe’s 2009 Annual Report to Shareholders
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Parts
I, II and IV
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Portions
of the Proxy Statement for Lowe’s 2010 Annual Meeting of
Shareholders
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Part
III
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Explanatory
Statement
Why we are filing this Amendment to
our Form 10-K
We are
filing this Amendment to our Annual Report on Form 10-K for the period ended
January 29, 2010 (the "10-K Report") to amend Item 15 for the purpose of
correcting the references to the previous filings from which we are
incorporating by reference our Restated and Amended Charter, our Bylaws and the
Form of our 6 1/2% Debenture due March 15, 2029 as Exhibits 3.1, 3.2, and 4.10,
respectively, to the 10-K Report.
1
a) 1. Financial
Statements
See the
following items and page numbers appearing in Lowe’s 2009 Annual Report to
Shareholders:
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Page(s)
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Reports
of Independent Registered Public Accounting Firm
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28-29
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Consolidated
Statements of Earnings for each of the three fiscal years in the
period ended January 29, 2010
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30
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Consolidated
Balance Sheets at January 29, 2010 and January 30, 2009
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31
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Consolidated
Statements of Shareholders' Equity for each of the three fiscal years
in the period ended January 29, 2010
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32
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Consolidated
Statements of Cash Flows for each of the three fiscal years in the
period ended January 29, 2010
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33
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Notes
to Consolidated Financial Statements for each of the three fiscal
years in the period ended January 29, 2010
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34-46
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2. Financial
Statement Schedule
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of Lowe’s Companies, Inc.
Mooresville,
North Carolina
We have
audited the accompanying consolidated financial statements of Lowe's Companies,
Inc. and subsidiaries (the "Company") as of January 29, 2010 and
January 30, 2009, and for each of the three fiscal years in the period ended
January 29, 2010, and the Company's internal control over financial reporting as
of January 29, 2010, and have issued our reports thereon dated March 30, 2010;
such consolidated financial statements and reports are included in the Company's
2009 Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of the
Company listed in Item 15. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/
Deloitte & Touche LLP
Charlotte,
North Carolina
March 30,
2010
2
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
AND RESERVES
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(In
Millions)
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Balance
at beginning of period
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Charges
to costs
and
expenses
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Deductions
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Balance
at
end
of period
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January
29, 2010:
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Reserve
for loss on obsolete inventory
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$ | 58 | $ | - | $ | (9 | ) |
(a)
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$ | 49 | |||||||||
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Reserve
for inventory shrinkage
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129 | 291 | (282 | ) |
(b)
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138 | |||||||||||||
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Reserve
for sales returns
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49 | 2 |
(c)
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- | 51 | ||||||||||||||
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Deferred
tax valuation allowance
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42 | 23 |
(d)
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- | 65 | ||||||||||||||
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January
30, 2009:
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Reserve
for loss on obsolete inventory
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$ | 67 | $ | - | $ | (9 | ) |
(a)
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$ | 58 | |||||||||
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Reserve
for inventory shrinkage
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137 | 374 | (382 | ) |
(b)
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129 | |||||||||||||
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Reserve
for sales returns
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51 | - | (2 | ) |
(c)
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49 | |||||||||||||
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Deferred
tax valuation allowance
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22 | 20 |
(d)
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- | 42 | ||||||||||||||
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February
1, 2008:
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Reserve
for loss on obsolete inventory
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$ | 66 | $ | 1 |
(a)
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$ | - | $ | 67 | ||||||||||
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Reserve
for inventory shrinkage
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129 | 428 | (420 | ) |
(b)
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137 | |||||||||||||
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Reserve
for sales returns
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55 | - | (4 | ) |
(c)
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51 | |||||||||||||
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Deferred
tax valuation allowance
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4 | 18 |
(d)
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- | 22 | ||||||||||||||
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(a): Represents
increase/(decrease) in the required reserve based on the Company’s
evaluation of obsolete inventory.
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(b): Represents
the actual inventory shrinkage experienced at the time of physical
inventories.
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(c): Represents
increase/(decrease) in the required reserve based on the Company’s
evaluation of anticipated merchandise
returns.
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(d): Represents
an increase in the required reserve based on the Company’s evaluation of
deferred tax assets.
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3
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3.
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Exhibits
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(3.1)
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Restated
and Amended Charter (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q dated September 1, 2009 and incorporated by
reference herein).
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(3.2)
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Bylaws,
as amended and restated (filed as Exhibit 3.1 to the Company's Current
Report on Form 8-K dated November 18, 2009 and incorporated by
reference herein).
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(4.1)
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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).
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(4.2)
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Amended
and Restated Indenture, dated as of December 1, 1995, between the Company
and The Bank of New York Mellon Trust Company, N.A. ("The Bank of New
York"), as successor trustee (filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K dated December 15, 1995 and incorporated
by reference herein).
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(4.3)
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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).
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(4.4)
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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 to the Company's Current Report on Form 8-K dated
October 25, 2001 and incorporated by reference
herein).
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(4.5)
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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.
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(4.6)
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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.
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(4.7)
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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 Current Report on 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.
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(4.8)
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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).
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(4.9)
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Form
of the Company's 6 7/8 % Debenture due February 20, 2028 (filed as Exhibit
4.2 to the Company's Current Report on Form 8-K dated February 20,
1998 and incorporated by reference herein).
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(4.10)
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Form
of the Company's 6 1/2 % Debenture due March 15, 2029 (filed as Exhibit
10.19 to the Company's Annual Report on Form 10-K dated April 19,
1999 and incorporated by reference herein).
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4
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(4.11)
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Form
of the Company's 8 1/4 % Notes due June 1, 2010 (filed as Exhibit 4.2 to
the Company's Current Report on Form 8-K dated June 8, 2000 and
incorporated by reference herein).
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(4.12)
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Amended
and Restated Credit Agreement dated as of June 15, 2007 (filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
August 3, 2007 and incorporated by reference herein).
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*(10.1)
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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).
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*(10.2)
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Lowe's
Companies, Inc. 1997 Incentive Plan (filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 dated August 29, 1997 (No.
333-34631) and incorporated by reference herein).
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*(10.3)
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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 dated April 19, 1999 and incorporated
by reference herein).
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*(10.4)
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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 dated April 19, 1999 and incorporated
by reference herein).
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*(10.5)
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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).
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*(10.6)
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Lowe's
Companies, Inc. 2001 Incentive Plan (filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8 dated November 15,
2001 (No. 333-73408) and incorporated by reference
herein).
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*(10.7)
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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 Quarterly Report
on Form 10-Q dated December 12, 2007 and incorporated by reference
herein).
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*(10.8)
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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 dated September 3, 2008 and incorporated by reference
herein).
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*(10.9)
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Form
of the Company's Management Continuity Agreement for Tier II Senior
Officers (filed as Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q dated September 3, 2008 and incorporated by
reference herein).
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*(10.10)
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Lowe’s
Companies, Inc. Cash Deferral Plan (filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q dated June 4, 2004 and incorporated by
reference herein).
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*(10.11)
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Amendment No.
1 to the Lowe’s Companies, Inc. Cash Deferral Plan (filed as Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q dated December 12, 2007 and
incorporated by reference herein).
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*(10.12)
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Lowe’s
Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred
Stock Unit Plan (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K dated May 27, 2005 and incorporated by reference
herein).
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*(10.13)
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Form
of Lowe’s Companies, Inc. Deferred Stock Unit Agreement for Directors
(filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated
May 27, 2005 and incorporated by reference herein).
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*(10.14)
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Form
of Lowe’s Companies, Inc. Restricted Stock Award Agreement (filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated
September 1, 2005 and incorporated by reference
herein).
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5
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*(10.15)
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Lowe's
Companies, Inc. 2006 Annual Incentive Plan (filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q dated September 7, 2006 and
incorporated by reference herein).
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*(10.16)
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Lowe's
Companies, Inc. 2006 Long Term Incentive Plan (filed as Exhibit 10.2 to
the Company’s Quarterly Report on Form 10-Q dated September 7, 2006 and
incorporated by reference herein).
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*(10.17)
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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 dated March 31, 2009 and incorporated by reference
herein).
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*(10.18)
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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 dated
March 31, 2009 and incorporated by reference
herein).
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*(10.19)
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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 and incorporated by reference
herein).
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*(10.20)+
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Amendment
No. 5 to the Lowe’s Companies, Inc. 401(k) Plan.
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*(10.21)+
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Amendment
No. 1 to the Lowe’s Companies, Inc. Directors’ Deferred Compensation
Program.
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(12.1)+
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Statement
Re Computation of Ratio of Earnings to Fixed Charges
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(13)+
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Portions
of the 2009 Lowe’s Annual Report to Shareholders for the fiscal year ended
January 29, 2010
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(21)+
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List
of Subsidiaries
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(23)
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Consent
of Deloitte & Touche LLP
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(31.1)
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Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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(31.2)
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Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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(32.1)
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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(32.2)
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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101.INS+
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XBRL
Instance Document
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101.SCH+
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XBRL
Taxonomy Extension Schema Document
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101.CAL+
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF+
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB+
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE+
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XBRL
Taxonomy Extension Presentation Linkbase Document
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*
Management contract or compensatory plan or arrangement.
+ Previously
filed or submitted as an exhibit to the Company's Annual Report on Form
10-K dated March 30, 2010.
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6
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
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LOWE’S
COMPANIES, INC.
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||
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(Registrant)
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||
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April
12, 2010
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By:
/s/ Matthew V. Hollifield
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Date
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Matthew
V. Hollifield
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Senior
Vice President and Chief Accounting
Officer
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7
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|
Exhibit
Index
|
| (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
|
8