UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1994
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 of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. BOX 1111, NORTH WILKESBORO, N.C. 28656
(Address of principle executive offices)
(Zip Code)
(919) 651-4000
(registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if
changed since last report)
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 preceeding 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.
YES X NO .
Indicate the number of shares outstanding of each issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 31, 1994
Common Stock, $.50 par value 159,158,501
14
TOTAL PAGES
LOWE'S COMPANIES, INC.
INDEX
PART I Financial Information:
Page No.
Consolidated Condensed Balance Sheets July 31, 1994
and January 31, 1994. 3
Consolidated Condensed Statements of Current and
Retained Earnings three months and six months
ended July 31, 1994 and 1993. 4
Consolidated Condensed Statements of Cash Flows
three months and six months ended July 31, 1994 and 1993. 5
Notes to Consolidated Condensed Financial Statements. 6 - 7
Management's Discussion and Analysis of Results
of Operations and Financial Condition. 8 - 10
Independent Accountants' Report. 11
PART II Other Information
Item 6 (a) - Exhibits.
Exhibit Computation of per share earnings 12
Exhibit Financial Data Schedule 13
Item 6 (b) - Reports on Form 8-K. 14
<TABLE>
Consolidated Condensed Balance Sheets
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in thousands
July 31, January 31,
1994 1994
___________ ____________
Assets
________
Current assets:
<CAPTION>
<S> <C> <C>
Cash and cash equivalents $246,181 $73,253
Short-term investments 185,551 35,215
Accounts receivable - net 97661 53,301
Merchandise inventory 941714 853,707
Other assets 38,819 68,431
____________ ____________
Total current assets 1509926 1083907
Property, less accumulated depreciation 1159408 1,020,234
Long-term investments 42447 40,408
Other assets 57993 57,099
____________ ____________
Total assets $2,769,774 $2,201,648
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt $33,916 $49,547
Short-term notes payable 1952 2,281
Accounts payable 516141 467,278
Employee retirement plans 35418 34,422
Accrued salaries and wages 44680 45,883
Other current liabilities 135622 81,765
____________ ____________
Total current liabilities 767729 681176
Long-term debt, excluding current maturitie 628856 592,333
Deferred income taxes 32281 26,165
Accrued store restructuring costs 20,204 28,305
____________ ____________
Total liabilities 1449070 1327979
____________ ____________
Shareholders' equity
Common stock - $.50 par value;
Page 1
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Issued and Outstanding
July 31, 1994 159,045,775
January 31, 1994 147,886,770 79523 73,943
Capital in excess of par 537402 202,962
Unearned compensation-restricted stock awar -2672
Retained earnings 706782 596,764
Unrealized holding losses for available-for -331
____________ ____________
Total shareholders' equity 1320704 873669
___________ ____________
Total liabilities and
shareholders' equity $2,769,774 $2,201,648
See accompanying notes to consolidated condensed financial statements and Independent Accountants' Report.
</TABLE>
<TABLE>
Consolidated Condensed Statements of Current and Retained Earnings
Lowe's Companies, Inc. and Subsidiary Companies
Dollars In Thousands, Except Per Share Data
Three months ended Six months ended
July 31, 19 July 31, 1993 July 31, 199 July 31, 1993
Current Earnings Amount Percent Amount Percent Amount Percent Amount Percent
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales 1,647,019 100.00 1,241,691 100.00 3,044,027 100.00 2,233,803 100.00
Cost of sales 1,243,459 75.50 949,211 76.45 2,303,759 75.68 1,707,156 76.42
Gross margin 403,560 24.50 292,480 23.55 740,268 24.32 526,647 23.58
Expenses:
Selling, general and administrative 239,790 14.55 183,751 14.78 446,004 14.65 340,413 15.24
Store opening costs 7,345 0.45 6,520 0.53 14,737 0.48 9,449 0.42
Depreciation 26,174 1.59 19,484 1.57 50,162 1.65 38,171 1.71
Employee retirement plans 13,135 0.80 10,629 0.86 24,246 0.80 19,435 0.87
Interest 7,345 0.45 3,545 0.29 15,728 0.52 7,370 0.33
Total expenses 293,789 17.84 223,929 18.03 550,877 18.10 414,838 18.57
Pre-tax earnings 109,771 6.66 68,551 5.52 189,391 6.22 111,809 5.01
Income tax provision 38,420 2.33 23,591 1.90 66,287 2.18 37,401 1.68
Net earnings 71,351 4.33 44,960 3.62 123,104 4.04 74,408 3.33
Shares outstanding (weighted average) 152,576 147,305 150,417 146,952
Earnings per common & common
equivalent share 0.47 0.31 0.82 0.51
Earnings per common share -
assuming full dilution 0.45 0.30 0.79 0.51
Balance at beginning of period 642,587 512,492 596,764 489,033
Net earnings 71,351 44,960 123,104 74,408
Cash dividends (7,156) (5,886) (13,086) (11,745)
Stock Split 0 (170) 0 (300)
Balance at end of period 706,782 551,396 706,782 551,396
See accompanying notes to consolidated condensed financial statements and Independent Accountants' Report.
Page 1
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</TABLE>
<TABLE>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Lowe's Companies, Inc. and Subsidiary Companies
Dollars in Thousands For the six months ended July 31
____________________________________
1994 1993
<CAPTION>
<S> <C> <C>
Cash Flows From Operating Activities:
Net Earnings 123,104 74,408
Adjustments to Reconcile Net Earnings to Net Cash
Provided By (Used In) Operating Activities:
Depreciation 50,162 38,171
Amortization of Original Issue Discount 1,572 0
Increase (Decrease) in Deferred Income Taxes 5,610 (904)
Loss on Disposition/Writedown of Fixed and Other Assets 2,798 3,508
Decrease (Increase) in Operating Assets:
Accounts Receivable - Net (44,360) (23,125)
Merchandise Inventory (88,007) (147,461)
Other Operating Assets 29,479 (9,480)
Increase (Decrease) in Operating Liabilities:
Accounts Payable 48,863 14,458
Employee Retirement Plans 20,996 17,543
Accrued Store Restructuring (4,348) (4,380)
Other Operating Liabilities 45,806 30,919
Net Cash Provided by (Used in) Operating Activities 191,675 (6,343)
Cash Flows from Investing Activities:
Decrease (Increase) in Investment Assets:
Short-Term Investments (150,452) (82,935)
Purchases of Long-Term Investments (13,800) (9,750)
Proceeds from Sale/Maturity of Long-Term Investments 11,368 3,284
Other Long-Term Assets (1,663) 976
Fixed Assets Acquired (161,051) (137,387)
Proceeds from the Sale of Fixed and Other Long-Term Assets 5,184 7,956
Net Cash Used in Investing Activities (310,414) (217,856)
Cash Flows from Financing Activities:
Sources:
Long-Term Debt Borrowings 500 281,915
Net Decrease in Short-Term Borrowings (329) (275)
Net Proceeds from Issuance of Common Stock 316,193
Stock Options Exercised 916 586
Total Financing Sources 317,280 282,226
Uses:
Repayment of Long-term Debt (19,606) (2,150)
Cash Dividend Payments (5,929) (11,745)
Common Stock Purchased for Retirement (78)
Total Financing Uses (25,613) (13,895)
Net Cash Provided by Financing Activities 291,667 268,331
Net Increase in Cash and Cash Equivalents 172,928 44,132
Cash and Cash Equivalents, Beginning of Period 73,253 48,949
Cash and Cash Equivalents, End of Period 246,181 93,081
See accompanying notes to consolidated condensed financial statements and Independent Accountants' Report.
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</TABLE>
<TABLE>
-6-
Lowe's Companies, Inc. and Subsidiary Companies
Notes to Consolidated Condensed Financial Statements
<CAPTION>
<S> <C> <C> <C>
Note 1:The accompanying Consolidated Condensed Financial Statements (unaudited) have
been reviewed by an independent Certified Public Accountant, and in the opinion of
management, they contain all adjustments necessary to present fairly the financial
position as of July 31, 1994, and the results of operations for the three-month and six-
month periods ended July 31, 1994 and 1993, and the cash flows for the six-month
periods ended July 31, 1994 and 1993.
Note 2:The results of operations for the six-month periods ended July 31, 1994 and 1993 are
not necessarily indicative of the results to be expected for the full year.
Note 3:Interest and loan expense is net of interest income of $2,444,000 and $1,075,000 for
the three-month periods ended July 31, 1994 and 1993, respectively, and $3,638,000
and $1,749,000 for the six month periods ended July 31, 1994 and 1993, respectively.
In addition, interest on construction in progress was capitalized in the amount of
$882,000 and $906,000 for the three-month periods ended July 31, 1994 and 1993,
respectively, and $1,601,000 and $1,716,000 for the six-month periods ended July 31,
1994 and 1993, respectively.
Note 4:If the FIFO method of inventory accounting had been used, inventories would have
been $72,224,000 higher at July 31, 1994 and $64,541,000 higher at January 31, 1994.
Note 5:Stock options exercised consisted of 26,200 and 57,400 shares resulting in proceeds of
$167,000 and $294,000 for the three-month periods ended July 31, 1994 and 1993,
respectively, and 110,800 and 107,620 shares resulting in proceeds of $916,000 and
$586,000 for the six-month periods ended July 31, 1994 and 1993, respectively.
Note 6:Property is shown net of accumulated depreciation of $331,422,000 at July 31, 1994
and $296,788,000 at January 31, 1994.
Note 7:Supplemental disclosures of cash flow information:
Six months ended July 31 1994 1993
Cash paid for interest (net of capitalized) $19,808,000 $9,238,000
Cash paid for income taxes 52,996,000 29,603,000
Non-cash investing and financing activities:
Common stock issued to ESOP 20,000,000 18,249,000
Fixed assets acquired under capital lease 38,435,000 4,169,000
Common stock issued to executives
and directors 2,981,000
Conversion of debt to common stock 10,000
Note 8:On January 31, 1994, the Board of Directors authorized the funding of the Fiscal 1994
ESOP contribution primarily with the issuance of new shares of the Company's common
stock. During the first half of Fiscal 1994, the Company issued 605,223 shares with a
market value of $20.0 million. The remaining shares will be issued by the end of the
third quarter.
Page 1
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-7-
Note 9:On January 10, 1994, the Company filed with the Securities and Exchange Commission
a shelf registration statement covering $500 million of "unallocated" debt or equity
securities. The shelf registration enables the Company to issue common stock,
preferred stock, senior unsecured debt securities or subordinated unsecured debt
securities from time to time.
On June 27, 1994, the Company sold 10,350,000 shares of common stock under the
shelf registration discussed above. The Company received proceeds, net of the
underwriting discount, of $316,193,000. The proceeds will be used to finance the
Company's large store expansion program and for general corporate purposes.
Note 10:During the second quarter, the Company purchased interest rate caps on its interest
rate swap agreements. The caps limit the Company's floating interest rate exposure to
approximately 75 basis points over the fixed rate received in the agreements. The
costs of the caps are amortized over the life of the agreements.
Note 11:During the first quarter of Fiscal 1994, $10,000 principal of the Company's 3%
Convertible Subordinated Notes were converted into 382 shares of the Company's
common stock.
Note 12:Costs associated with the relocation and closing of stores during the three months and
six months ended July 31, 1994, which were recognized through the restructuring
charge in Fiscal 1991, totaled $6,176,000 and $10,860,000, respectively. Comparable
costs incurred during the three months and six months ended July 31, 1993 were
$2,379,000 and $4,381,000, respectively.
Note 13:Unearned Compensation - Restricted Stock Awards of $2,672,000 included in
Shareholders' Equity on the balance sheet is the result of stock grants totaling 95,000
shares made to certain executives and directors. The amount will be amortized as
earned over periods not exceeding seven years.
Note 14:The Company considers its debt and equity securities portfolio, presented herein as
both long and short-term investments, to be available for sale under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 115. At July 31, 1994, the
unrealized holding loss on available-for-sale securities was $331,000.
Note 15:Earnings per common and common equivalent share is computed based upon the
weighted average number of common shares outstanding during the period plus the
dilutive effect of common shares contingently issuable from stock options. Earnings per
common share - assuming full dilution reflects the potential dilutive effect of dilutive
common share equivalents and the Company's 3% Convertible Subordinated Notes
issued July 22, 1993. These notes are due July 22, 2003.
</TABLE>
<TABLE>
-8-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
<CAPTION>
<S><C> <C>
RESULTS OF OPERATIONS
Results of operations for the second quarter ended July 31, 1994, improved on the record
results of the first quarter. Quarterly sales were up 33% to a record $1.647 billion. Comparable
store sales, representing an average of 251 stores in the quarter, were up 13%. Net earnings
increased 59% to $71.351 million. Earnings per share (fully diluted) were $.45 compared to $.30
in the comparable quarter of last year. The earnings increase is attributable to a managed
increase in margins of 38% and the leveraging of expenses that increased only 31% relative to
the 33% sales increase. For the six months ended July 31, 1994, sales were up 36% to $3.044
billion and net earnings were up 65% to $123.104 million. Earnings per share (fully diluted) were
$.79 compared to $.51 for the first six months last year.
Sales in the second quarter were enhanced by the addition of 4.4 million square feet of retail
selling space at new and existing locations since last year's second quarter. Selling prices of
lumber and plywood were about 9% higher than in last year's second quarter; however prices
were lower on average in most other categories. In net, changing prices accounted for about 2%
of the quarter's sales increase.
Gross margin was 24.50% of sales for the quarter ended July 31, 1994, versus 23.55% in last
year's quarter. For the six months ended July 31, 1994, gross margin was 24.32%, compared
with the prior year's 23.58%. The increase in gross margin percentage in the quarter was
primarily the result of favorable changes in our product mix. The successful implementation of our
Everyday Competitive Pricing strategy is self-evident as customers are buying with confidence
every day, increasing sales and margin dollars.
Selling, general and administrative expenses (SG&A) were $239.8 million for the quarter
ended July 31, 1994, a 30% increase over last year's second quarter. We experienced positive
leverage however, as SG&A dropped from 14.78% of sales to 14.55% due to the 33% sales
increase. For the six months ended July 31, 1994, SG&A was up 31% but declined as a
percentage of sales from 15.24% to 14.65%. The positive leverage came from several factors.
The increase in store salaries (excluding those in opening costs) was 31%, due primarily to the
staffing requirements for our new and relocated stores, compared to our 33% sales gain. General
office salaries rose just 17% and advertising rose 20%, both providing positive leverage. These
same factors account for the six month improvement relative to sales.
For the quarter ended July 31, 1994, store opening costs were $7.3 million versus $6.5 million
last year, representing costs associated with the opening of 10 stores this year (7 new and 3
relocated) compared to 16 stores in last year's second quarter (6 new and 10 relocated). Store
opening costs averaged $430,000 per project for the second quarter of 1993 and $700,000 per
project in 1994. Advertising and staff training expenditures have been accelerated, as we now
have a training coordinator in every new store. For the six months ended July 31, 1994, store
opening costs were $14.7 million versus $9.4 million last year representing costs associated with
the opening of 21 stores this year (13 new and 8 relocated) versus 23 stores last year (9 new and
14 relocated).
-9-
Depreciation was $26.2 million for the quarter ended July 31, 1994, and $50.2 million for the
six months ended July 31, 1994, increases of 34% and 31% over the comparable periods last
year, respectively. The increases are due primarily to fixtures, displays and computer equipment
for our store expansion program.
Employee retirement plans expense increased 24% to $13.1 million for the three months
ended July 31, 1994, due to a 29% increase in total salaries offset by a lower percentage of
employees qualifying for the plans, both of which are positive in relation to the quarter's 33% sales
gain. For the six months ended July 31, 1994, employee retirement plans expense was up 25%.
Interest expense increased $8.4 million to $15.7 million for the six months ended July 31,
1994. This is the result of an increase of $4.6 million in the first quarter and an increase of $3.8
million in the second quarter. The increases are primarily due to interest on our convertible notes
and other long-term debt.
The Company's effective income tax rate was 35.00% for the three months ended July 31,
1994, compared to 34.41% for the comparable three months last year. For the six months ended
July 31, 1994, the effective tax rate was 35.00% compared to 33.45% for the previous year. The
current year's higher rates are due to a slight increase in the effective state rate and the effect of
fixed dollar tax credits in relation to higher profitability.
LIQUIDITY AND CAPITAL RESOURCES
The uses of cash in the first six months have continued to lay the groundwork for successfully
implementing our strategic plan. Merchandise inventory has increased $88.0 million, about half
due to the increased merchandise assortments in our new and relocated stores and half due to
seasonal increases in inventory. Real property has increased in line with the Company's strategic
plan to continue expansion of sales floor square footage by relocating from older, smaller stores to
larger stores and to expand into new markets. The Company's 1994 capital budget will range
between $575 and $600 million, inclusive of $220 million in operating leases. Over 80% of this
planned investment is for our store expansion program.
Present plans are to finance our 1994 expansion through the net proceeds from our equity
offering, funds from operations, operating leases, and issuance of about $30 million in common
stock to our ESOP (see Note 8). On June 27, the Company sold 10.4 million shares of common
stock. The proceeds (net of the underwriting discount) of $316.2 million were added to the
general funds of the Company and will be used to finance the store expansion program and for
general corporate purposes. The shares were included in a registration statement covering $500
million of "unallocated" equity or debt securities (see Note 9). Additional financings that may be
made from time-to-time over an approximate two-year period will be used for our ongoing
expansion program and for general corporate purposes. In addition to these sources, the
Company had available at July 31, 1994, agreements for up to $130 million in unsecured short-
term borrowings and $142 million in lines of credit for issuing documentary and standby letters of
credit. Another $275 million is available for the purpose of short-term borrowings on a bid basis
from various banks.
-10-
Lowe's ended the second quarter with 324 stores and 15.9 million square feet of retail selling
space, a 38% increase over last July's selling space. Our expansion plans for 1994 envision
about 50 new stores with half in new markets and half relocations, for approximately 4.4 million
square feet of incremental selling space. During the first six months of Fiscal 1994 we have
completed 21 of our projected 50 store projects for the year and added 1.8 million square feet of
selling space. We also closed 2 smaller, older stores. Our expansion plans for the remainder of
this year include 16 relocations and 13 stores in new markets. By the close of Fiscal 1994 our
plans are to have approximately 19 million square feet, double our Fiscal 1992 year end square
footage.
Page 2
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Lowe's expansion plans for Fiscal 1995 and 1996 are to expand our store count from the present
base of 324 stores to approximately 400 by January 31, 1997. This a planned growth of about
25% in stores in 30 months. From 1992 through 1995, almost 60% of our new store investment
was and will be in existing markets, with therefore, only a portion of the new store sales being
incremental. In 1996 and beyond, with relocations at a lower level, about 80% of our new store
investment will be in new markets, which is expected to create an additional boost in incremental
sales volume.
</TABLE>
<TABLE>
-11-
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Lowe's Companies, Inc.:
<CAPTION>
<S> <C>
We have reviewed the accompanying consolidated condensed balance sheet of
Lowe's Companies, Inc. and subsidiary companies as of July 31, 1994, and the
related consolidated condensed statements of current and retained earnings for the
three-month and six-month periods ended July 31, 1994 and 1993 and cash flows
for the six month periods ended July 31, 1994 and 1993. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial information
consists principally of applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that should be
made to such consolidated condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Lowe's Companies, Inc. and subsidiary
companies as of January 31, 1994, and the related consolidated statements of
current and retained earnings and cash flows for the year then ended (not presented
herein); and in our report dated March 9, 1994, we expressed an unqualified opinion
on those consolidated financial statements. In our opinion, the information set forth
in the accompanying consolidated condensed balance sheet as of January 31, 1994
is fairly stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
August 10, 1994
</TABLE>
<TABLE>
12
Part II OTHER INFORMATION
6 (a) - Exhibits
Exhibit 11 - Computation of per share earnings
Three Months Ended Six Months Ended
July 31 July 31
1994 1993 1994 1993
<CAPTION>
<S> (c> <C> <C> <C>
Earnings per Common & Common Equivalent Share:
Net Earnings $71,351 $44,960 $123,104 $74,408
Weighted Average Shares
Outstanding 152,436 146,931 150,277 146,582
Dilutive Effect of Common
Stock Equivalents 140 374 140 370
Weighted Average Shares,
as Adjusted 152,576 147,305 150,417 146,952
Earnings per Common &
Common Equivalent Share $0.47 $0.31 $0.82 $0.51
Earnings per Common Share - Assuming Full Dilution:
Net Earnings $71,351 $44,960 $123,104 $74,408
Interest (After Taxes) on
Convertible Debt 1,913 164 3,824 164
Net Earnings, as Adjusted $73,264 $45,124 $126,928 $74,572
Weighted Average Shares
Outstanding 152,436 146,931 150,277 146,582
Dilutive Effect of Common
Stock Equivalents 140 366 140 364
Shares Added if All Debt
Converted 11,003 1,196 11,003 608
Weighted Average Shares,
as Adjusted 163,579 148,493 161,420 147,554
Earnings per Common Share
- Assuming Full Dilution $0.45 $0.30 $0.79 $0.51
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> JAN-31-1994
<PERIOD-END> JUL-31-1994
<CASH> 246181
<SECURITIES> 185551
<RECEIVABLES> 100627
<ALLOWANCES> (2966)
<INVENTORY> 941714
<CURRENT-ASSETS> 1509926
<PP&E> 1490831
<DEPRECIATION> (331422)
<TOTAL-ASSETS> 2769774
<CURRENT-LIABILITIES> 767729
<BONDS> 628856
<COMMON> 79523
0
0
<OTHER-SE> 1241181
<TOTAL-LIABILITY-AND-EQUITY> 2769774
<SALES> 1647019
<TOTAL-REVENUES> 1647019
<CGS> 1243459
<TOTAL-COSTS> 1243459
<OTHER-EXPENSES> 286444
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7345
<INCOME-PRETAX> 109771
<INCOME-TAX> 38420
<INCOME-CONTINUING> 71351
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71351
<EPS-PRIMARY> .47
<EPS-DILUTED> .45
</TABLE>
<TABLE>
14-
<CAPTION>
<S> <C> <C>
Part II OTHER INFORMATION
6 (b) - Reports on Form 8 K
A report on Form 8-K was filed by the registrant on July 5, 1994, in
order to file with the Securities and Exchange Commission certain items
that were incorporated by reference into its Registration Statement on
Form S-3 (Registration No. 33-51865) in connection with the completion
on July 5, 1994, of the public offering of 10,350,000 shares of the
Company's common stock, par value $.50 per share.
Exhibits filed were as follows:
1(a) U.S. Purchase Agreement dated June 27, 1994, among the
Company and Montgomery Securities and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as Representatives of the Several Underwriters
1(b) International Purchase Agreement dated June 27, 1994, among the
Company and Montgomery Securities and Merrill Lynch International
Limited, as Co-lead Managers of the Several Managers
3(a) Restated and Amended Charter of the Company, amended as of
June 22, 1994.
SIGNATURES
Pursuant to the requirements 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.
September 12, 1994 \s\ Richard D. Elledge
Date
Richard D. Elledge,
Vice President and Chief Accounting Officer
</TABLE>
