<PAGE> -1-
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 28, 2000
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 Identification No.)
incorporation or organization)
1605 CURTIS BRIDGE ROAD, WILKESBORO, N.C. 28697
(Address of principal executive offices)
(Zip Code)
(336) 658-4000
(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 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.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 25, 2000
___________________________ _______________________________
Common Stock, $.50 par value 382,808,361
68
TOTAL PAGES
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LOWE'S COMPANIES, INC.
- INDEX -
Page No.
PART I - Financial Information:
Consolidated Balance Sheets - July 28, 2000 (Unaudited),
July 30, 1999 (Unaudited) and January 28, 2000 3
Consolidated Statements of Current and
Retained Earnings (Unaudited) - quarter and
six months ended July 28, 2000 and July 30, 1999 4
Consolidated Statements of Cash Flows (Unaudited) - six
months ended July 28, 2000 and July 30, 1999 5
Notes to Unaudited Consolidated Financial Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Independent Accountants' Report 11
PART II - Other Information 12
Item 4 - Submission of Matters to a vote of Security Holders
Item 6 (a) - Exhibits
Item 6 (b) - Reports on Form 8-K
EXHIBIT INDEX 14
<PAGE> -3-
<TABLE>
Lowe's Companies, Inc.
Consolidated Balance Sheets
In Thousands
<CAPTION>
(Unaudited) (Unaudited)
July 28, July 30, January 28,
2000 1999 2000
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $570,233 $973,684 $491,122
Short-term investments 11,272 51,366 77,670
Accounts receivable - net 183,749 181,651 147,901
Merchandise inventory 3,167,436 2,628,463 2,812,361
Deferred income taxes 59,077 40,115 53,145
Other assets 192,290 77,051 127,342
Total current assets 4,184,057 3,952,330 3,709,541
Property, less
accumulated depreciation 5,932,792 4,535,999 5,177,222
Long-term investments 37,500 33,202 31,114
Other assets 94,992 119,402 94,446
Total assets $10,249,341 $8,640,933 $9,012,323
Liabilities and Shareholders' Equity
Current liabilities:
Short-term borrowings $100,000 $92,475 $92,475
Current maturities
of long-term debt 41,905 118,217 59,908
Accounts payable 1,698,233 1,472,209 1,566,946
Employee retirement plans 63,347 78,350 101,946
Accrued salaries and wages 138,060 119,972 164,003
Other current liabilities 624,008 464,610 400,676
Total current liabilities 2,665,553 2,345,833 2,385,954
Long-term debt, excluding
current maturities 2,217,006 1,747,142 1,726,579
Deferred income taxes 210,988 174,028 199,824
Other long-term liabilities 3,858 3,603 4,495
Total liabilities 5,097,405 4,270,606 4,316,852
Shareholders' equity
Preferred stock - $5 par value,
none issued - - -
Common stock - $.50 par value;
Issued and Outstanding
July 28, 2000 382,787
July 30, 1999 381,918
January 28, 2000 382,359 191,393 190,959 191,179
Capital in excess of par 1,766,320 1,731,544 1,755,616
Retained earnings 3,201,989 2,469,101 2,761,964
Unearned compensation-
restricted stock awards (7,580) (21,204) (12,868)
Accumulated other
comprehensive loss (186) (73) (420)
Total shareholders' equity 5,151,936 4,370,327 4,695,471
Total liabilities and
shareholders' equity $10,249,341 $8,640,933 $9,012,323
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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<TABLE>
Lowe's Companies, Inc.
Consolidated Statements of Current and Retained Earnings (Unaudited)
In Thousands, Except Per Share Data
<CAPTION>
Quarter Ended Six Months Ended
July 28, 2000 July 30, 1999 July 28, 2000 July 30, 1999
Current Earnings Amount Percent Amount Percent Amount Percent Amount Percent
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $5,264,252 100.00 $4,435,219 100.00 $9,731,366 100.00 $8,207,138 100.00
Cost of sales 3,812,225 72.42 3,247,933 73.23 7,031,223 72.25 6,012,762 73.26
Gross margin 1,452,027 27.58 1,187,286 26.77 2,700,143 27.75 2,194,376 26.74
Expenses:
Selling, general
and administrative 857,052 16.28 704,821 15.89 1,663,760 17.10 1,369,172 16.68
Store opening costs 27,852 0.53 15,465 0.35 53,637 0.55 33,675 0.41
Depreciation 98,495 1.87 81,723 1.84 191,983 1.97 159,643 1.95
Interest 26,224 0.50 22,096 0.50 52,237 0.54 45,403 0.55
Nonrecurring merger costs - - - - - - 24,378 0.30
Total expenses 1,009,623 19.18 824,105 18.58 1,961,617 20.16 1,632,271 19.89
Pre-tax earnings 442,404 8.40 363,181 8.19 738,526 7.59 562,105 6.85
Income tax provision 162,805 3.09 132,964 3.00 271,778 2.79 206,930 2.52
Net earnings $279,599 5.31 $230,217 5.19 $466,748 4.80 $355,175 4.33
Shares outstanding - Basic 382,729 381,635 382,617 380,220
Basic earnings per share $0.73 $0.60 $1.22 $0.93
Shares outstanding - Diluted 384,370 384,311 384,552 383,104
Diluted earnings per share $0.73 $0.60 $1.21 $0.93
Retained Earnings
Balance at beginning
of period $2,935,756 $2,250,295 $2,761,964 $2,136,727
Net earnings 279,599 230,217 466,748 355,175
Cash dividends (13,366) (11,411) (26,723) (22,801)
Balance at end
of period $3,201,989 $2,469,101 $3,201,989 $2,469,101
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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<TABLE>
Lowe's Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Thousands
<CAPTION>
For the Six Months Ended
July 28, July 30,
Periods Ended On 2000 1999
<S> <C> <C>
Cash Flows From Operating Activities:
Net Earnings $466,748 $355,175
Adjustments to Reconcile
Net Earnings to Net Cash Provided By
Operating Activities:
Depreciation 191,983 159,643
Amortization of Original Issue Discount 353 307
Deferred Income Taxes 5,106 (1,329)
Loss on Disposition/Writedown
of Fixed and Other Assets 15,813 37,994
Changes in Operating Assets and Liabilities:
Accounts Receivable - Net (35,848) (37,723)
Merchandise Inventory (355,075) (243,762)
Other Operating Assets (64,829) (25,759)
Accounts Payable 131,287 251,666
Employee Retirement Plans (38,667) 40,455
Other Operating Liabilities 201,644 200,241
Net Cash Provided by Operating Activities 518,515 736,908
Cash Flows from Investing Activities:
(Increase) Decrease in Investment Assets:
Short-Term Investments 71,045 (29,926)
Purchases of Long-Term Investments (10,673) (7,713)
Proceeds from Sale/Maturity
of Long-Term Investments - 1,509
Increase in Other Long-Term Assets (21,494) (32,733)
Fixed Assets Acquired (974,317) (617,395)
Proceeds from the Sale of Fixed
and Other Long-Term Assets 31,780 21,377
Net Cash Used in Investing Activities (903,659) (664,881)
Cash Flows from Financing Activities:
Net Increase (Decrease) in Short-Term Borrowings 7,525 (24,600)
Long-Term Debt Borrowings 519,912 394,587
Repayment of Long-Term Debt (47,840) (36,951)
Proceeds from Stock Offering - 348,299
Proceeds from Stock Options Exercised 11,381 14,249
Cash Dividend Payments (26,723) (22,801)
Net Cash Provided by Financing Activities 464,255 672,783
Net Increase in Cash and Cash Equivalents 79,111 744,810
Cash and Cash Equivalents, Beginning of Period 491,122 228,874
Cash and Cash Equivalents, End of Period $570,233 $973,684
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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Lowe's Companies, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1: The accompanying Consolidated Financial Statements (unaudited) have
been reviewed by independent certified public accountants, and in
the opinion of management, they contain all adjustments necessary
to present fairly the financial position as of July 28, 2000, and
the results of operations and the cash flows for the six months
ended July 28, 2000 and July 30, 1999.
These interim financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Lowe's Companies, Inc. (the Company) Annual Report on Form 10-K
for fiscal 1999. The financial results for the interim periods may
not be indicative of the financial results for the entire fiscal
year.
Note 2: Diluted earnings per share are calculated on the weighted average
shares of common stock as adjusted for the dilutive effect of stock
options at the balance sheet date.
<TABLE>
Note 3: Net interest expense is composed of the following (in thousands):
<CAPTION>
Quarter ended Six months ended
July 28, 2000 July 30, 1999 July 28, 2000 July 30,1999
<S> <C> <C> <C> <C>
Long-term debt $ 28,882 $ 23,930 $ 51,272 $ 46,465
Capitalized leases 10,352 10,825 20,691 21,163
Short-term debt 1,697 1,208 4,052 3,076
Amortization of loan cost 292 259 529 495
Short-term interest income (8,659) (9,821) (13,569) (17,775)
Interest capitalized on
construction in progress (6,340) (4,305) (10,738) (8,021)
Net interest expense $ 26,224 $ 22,096 $ 52,237 $ 45,403
</TABLE>
Note 4: Inventory is stated at the lower of cost or market using the
first-in, first-out inventory accounting method.
Note 5: Property is shown net of accumulated depreciation of $1.4 billion
at July 28, 2000, $1.1 billion at July 30, 1999 and $1.2 billion at
January 28, 2000.
Note 6: Supplemental disclosures of cash flow information (in thousands):
Six months ended
July 28, 2000 July 30, 1999
[C] [C]
Cash paid for interest
(net of capitalized) $ 70,869 $ 60,448
Cash paid for income taxes 179,059 150,552
Non-cash investing and
financing activities:
Common stock issued to ESOP - 47,571
Fixed assets acquired under
capital lease 1,769 35,243
<PAGE> -7-
Note 7: In January 2000, the Board of Directors authorized the funding of
the fiscal 1999 ESOP contribution primarily with the purchase of
existing shares of the Company's common stock. During the first
six months of Fiscal 2000, the Company funded $90 million toward
the purchase of the shares to be contributed. As of July 28, 2000,
the Company purchased 1,653,496 shares with a total cost of
$86,999,937.
Note 8: On May 31, 2000, the Company issued $500 million principal of 8.25%
Notes due June 1, 2010. The notes were issued at an original price
of $990.90 per $1,000 principal amount, net of the original issue
discount and underwriters' discount. The notes may not be redeemed
prior to maturity. The notes were issued under a $1 billion shelf
registration statement filed with the Securities and Exchange
Commission in April 2000.
Note 9: Total comprehensive income, comprised of net earnings and
unrealized holding gains (losses) on available-for-sale securities,
was $279.7 and $229.9 million for the quarters ended July 28, 2000
and July 30, 1999, respectively, compared to reported net earnings
of $279.6 and $230.2 million for the second quarter of 2000 and
1999, respectively. Total comprehensive income was $467.0 million
and $354.7 million for the six months ended July 28, 2000 and July
30, 1999 respectively, compared to reported net earnings of $466.7
million and $355.2 million for the first six months of 2000 and
1999, respectively.
<PAGE> -8-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion summarizes the significant factors affecting the
Company's consolidated operating results and liquidity and capital resources
during the quarter and six months ended July 28, 2000. This discussion should
be read in conjunction with the financial statements, and financial statement
footnotes, included in the Company's fiscal 1999 Form 10-K.
OPERATIONS
For the second quarter of fiscal 2000, sales increased 19% to $5.3
billion, comparable store sales increased 3.7% and net earnings rose 21% to
$279.6 million compared to last year's second quarter results. Diluted
earnings per share was $.73 compared to $.60 for the comparable quarter of
last year. For the six months ended July 28, 2000, sales increased 19% to
$9.7 billion, comparable store sales increased 3.9% and net earnings increased
31% to $466.7 million compared to the first six months of 1999. Earnings per
share for the first six months of 1999 included a one-time charge of $.04 per
share for costs relating to the Company's merger with Eagle Hardware & Garden,
Inc. (Eagle). Excluding the one-time charge, both net earnings and diluted
earnings per share for the six months ended July 28, 2000 increased 25% over
the same period a year ago.
The sales increase in the second quarter was attributable to the addition
of 9.8 million square feet of retail selling space relating to new and
relocated stores since last year's second quarter and the 3.7% comparable
store sales gain. Comparable store sales performance was impacted by the re-
merchandising of Eagle stores to the Lowe's store format, deflation in lumber
prices and an overall decrease in consumer spending during the second quarter
of 2000. Lowe's stores not being re-merchandised generated a comparable store
sales increase in excess of six percent. Sales in the Company's core
businesses performed well during the second quarter. The Company experienced
its strongest sales increases in appliances, kitchen cabinets and furniture,
floors, windows and walls, nursery and gardening products, tools and outdoor
hardlines.
Gross margin was 27.58% of sales for the quarter ended July 28, 2000
compared to 26.77% for last year's comparable quarter. Gross margin for the
six months ended July 28, 2000 was 27.75% of sales versus 26.74% during the
first six months of 1999. The increase in margin rate for the quarter and
first six months of 2000 is primarily due to favorable changes in product mix,
ongoing store pricing disciplines and lower product costs.
Selling, general and administrative expenses (SG&A) were 16.28% of sales
versus 15.89% in last year's second quarter. SG&A increased by 22% compared
to the 19% increase in sales for the quarter. During the first six months of
2000, SG&A was 17.10% of sales compared to 16.68% for the same period last
year. SG&A increased by 22% compared to the 19% increase in sales for the
first six months of 2000. Higher store salaries brought about the increase in
SG&A as a percent of sales during the second quarter. Higher store salaries,
which were partially offset by lower net advertising costs and lower net
credit card program expense, were the significant factors causing the increase
in SG&A as a percent of sales during the first six months of 2000.
Store opening costs were $27.9 million for the quarter ended July 28,
2000 compared to $15.5 million last year, representing costs associated with
the opening of 22 stores during the current year's second
<PAGE> -9-
quarter (15 new and 7 relocated) compared to 21 stores for the comparable
period last year (8 new and 13 relocated). Charges in this quarter for future
and prior openings were $9.4 million compared to $4.6 million in last year's
second quarter. Store opening costs for the six months ended July 28, 2000
were $53.6 million compared to $33.7 million last year. These costs were
associated with the opening of 37 stores during the first six months of 2000
(27 new, 9 relocated and 1 contractor yard) compared to 34 stores (16 new and
18 relocated) opened during the first six months of 1999. The Company's 2000
expansion plans are discussed under "Liquidity and Capital Resources" below.
Depreciation was $98.5 million for the quarter ended July 28, 2000 and
$192.0 million for the six months then ended. This represents an increase of
21% and 20% over the respective comparable periods last year. The increase is
due primarily to additions of buildings, fixtures, displays and computer
equipment relating to the Company's ongoing expansion program.
Interest expense increased from $22.1 and $45.4 million to $26.2 and
$52.2 million for the quarter and six months ended July 28, 2000,
respectively. Interest has increased during the current year's second quarter
due to interest expense relating to the issuance of $500 million principal of
8.25% Notes on May 31, 2000. Interest expense for the first six months of
2000 increased due to interest expense on the notes mentioned above, interest
expense on debentures issued during the first six months of 1999 and an
increase in merchandise inventory offset by a smaller increase in accounts
payable.
In the first six months of 1999, the Company recorded nonrecurring costs
of $24.4 million relating to the merger with Eagle which consisted of $15.7
million relating to the write-off of non-usable Eagle properties, $1.5 million
in severance payments to former Eagle executives and $7.2 million in direct
merger costs such as accounting, legal, investment banker and other
miscellaneous fees.
The Company's effective income tax rate was 36.80% for the quarter ended
July 28, 2000 and 36.61% for last year's second quarter. The effective rate
was 36.80% compared to 36.81% for the first six months of 2000 and 1999,
respectively. The higher rate for the second quarter of 2000 is primarily
related to expansion into states with higher income tax rates. The higher
rate for the six months ended July 30, 1999 is primarily related to the impact
of non-deductible merger expenses incurred during the first six months of last
year which were offset by lower state income tax rates compared to those
encountered during the current year.
LIQUIDITY AND CAPITAL RESOURCES
The primary sources of liquidity during the second quarter of 2000 were
cash flows from operating activities and certain financing activities. Net
cash provided by operating activities was $518.5 million for the six months
ended July 28, 2000 compared to $736.9 million for the first six months of
fiscal 1999. The $218.4 million decrease in the current year resulted
primarily from a smaller increase in accounts payable combined with a larger
increase in merchandise inventory and a decrease in the liability for employee
retirement plans, due to the earlier funding of the Company's ESOP. These
factors were partially offset by the increase in earnings. The Company's
working capital was $1.5 billion at July 28, 2000 compared to $1.6 billion at
July 30, 1999 and $1.3 billion at January 28, 2000.
The primary component of net cash used in investing activities continues
to be new store facilities in connection with the Company's expansion plan.
Cash acquisitions of fixed assets were $974.3 million and $617.4 million for
the six months ended July 28, 2000 and July 30, 1999, respectively. At July
28, 2000, the Company operated 604 stores in 39 states with 60.9 million
square feet of retail selling space, a 19% increase over the selling space as
of July 30, 1999. Cash flows provided by financing activities
<PAGE> -10-
were $464.3 and $672.8 million for the six months ended July 28, 2000 and July
30, 1999, respectively. The major source of cash during the first six months
of 2000 involved the issuance of $500 million principal of 8.25% Notes due
June 1, 2010. The notes were issued at an original price of $990.90 per
$1,000 principal amount, net of the original issue discount and underwriters'
discount. The notes may not be redeemed prior to maturity. The notes were
issued under a $1 billion shelf registration statement filed with the
Securities and Exchange Commission in April 2000. The major source of cash
provided by financing activities in the first six months of 1999 included the
issuance of $400 million principal of 6.5% debentures and $348.3 million in
net proceeds from a common stock offering.
Property has increased as a result of the Company's plan to continue its
expansion of retail sales floor square footage by entering new markets and by
relocating from older, smaller format stores to larger, more modern stores.
The Company's 2000 capital budget is $2.2 billion, inclusive of approximately
$225 million in operating or capital leases. Approximately 85% of this
planned commitment is for store expansion and new distribution centers.
Expansion plans for 2000 consist of approximately 95 stores (including the
relocation of 12 to 15 older, smaller format stores). This planned expansion
is expected to increase sales floor square footage by approximately 18%.
Expansion in the first six months of fiscal 2000 included 27 new stores, 9
relocations and 1 contractor yard representing 3.9 million square feet of new
incremental retail space.
The Company believes that funds from operations, debt issuances, leases
and existing short-term credit agreements will be adequate to finance the 2000
expansion plan and other operating requirements.
MARKET RISK
As discussed in the annual report for the year ended January 28, 2000,
the Company's major market risk exposure is the potential loss arising from
changing interest rates and its impact on long-term debt. The Company's
policy is to manage interest rate risks by maintaining a combination of fixed
and variable rate financial instruments. The risks have not changed
materially since January 28, 2000
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) was issued in June
1998. SFAS 133 is effective for the Company in the year beginning February 3,
2001. SFAS 133 was amended in June 2000 by Statement of Financial Accounting
Standards No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities" (SFAS 138). SFAS 133 and SFAS 138 require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. Management is currently
evaluating the impact of the adoption of both standards and their effect on
the Company's financial statements.
FORWARD-LOOKING STATEMENTS
This Securities and Exchange Commission Form 10-Q may include "forward-
looking statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct.
Important factors that could cause actual results to differ from expectations
include, but are not limited to, general economic trends, availability and
development of real estate for expansion, commodity markets, the nature of
competition, vendor supply, and weather conditions, all which are described in
detail in the Company's 1999 Annual Report.
<PAGE> -11-
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Lowe's Companies, Inc.:
We have reviewed the accompanying consolidated balance sheets of Lowe's
Companies, Inc. and subsidiaries (the "Company") as of July 28, 2000 and July
30, 1999, and the related consolidated statements of current and retained
earnings for the three-month and six-month periods ended July 28, 2000 and
July 30, 1999 and consolidated statements of cash flows for the six months
ended July 28, 2000 and July 30, 1999. 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 auditing standards generally accepted in the
United States of America, 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 financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Lowe's Companies, Inc. and subsidiaries as of January 28, 2000, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 17, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of January 28, 2000 is fairly
stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
August 9, 2000
/s/ Deloitte & Touche LLP
<PAGE> -12-
Part II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
(a)- The annual meeting of shareholders was held May 26, 2000.
(b)- Directors elected at the meeting: Peter C. Browning,
Kenneth D. Lewis, Thomas D. O'Malley and Robert G. Schwartz.
Incumbent Directors whose terms expire in subsequent years are:
Leonard L. Berry, Paul Fulton, Richard K. Lochridge, Claudine B.
Malone and Robert L. Tillman
(c)- The matters voted upon at the meeting and the results of the voting were
as follows:
(1) Election of Directors: FOR WITHHELD
Peter C. Browning 340,216,843 2,310,329
Kenneth D. Lewis 340,144,189 2,382,982
Thomas D. O'Malley 340,127,777 2,399,394
Robert G. Schwartz 340,132,884 2,394,288
(2) Proposal to amend the Amended and Restated Articles of Incorporation to
set the maximum number of Directors at 12.
FOR AGAINST ABSTAIN
340,958,000 597,924 971,248
(3) Proposal to approve the Company's discount stock purchase plan
FOR AGAINST ABSTAIN
337,485,532 3,931,085 1,110,553
Item 6 (a) - Exhibits
(3.1) Restated and Amended Charter, May 26, 2000
(3.2) Bylaws as Amended and Restated, May 26, 2000
27. Financial Data Schedule (only submitted to the SEC in electronic
format).
Refer to the Exhibit Index on page 14.
<PAGE> -13-
Item 6 (b) - Reports on Form 8-K
A report was filed on June 8, 2000 by the registrant. Therein under Item 7,
the Company filed certain exhibits in connection with the registrant's
offering, and sale on June 5, 2000, of $500,000,000 principal amount of 8.25%
Notes pursuant to its Shelf Registration Statement on Form S-3 (File No. 333-
34580).
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 8, 2000 /s/ Kenneth W. Black, Jr.
Date ____________________ ______________________________
Kenneth W. Black, Jr.
Senior Vice President
and Chief Accounting Officer
<PAGE> -14-
EXHIBIT INDEX
Page No.
Exhibit 3.1 - Restated and Amended Charter,
May 26, 2000 15 - 52
Exhibit 3.2 - Bylaws, as Amended and Restated,
May 26, 2000 53 - 68
