UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 29, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7898
LOWE'S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0578072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P. O. 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. [ x ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at April 2, 1999, based on a closing price of $61.31 per share, was
$21,994,116,483.
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 2, 1999:
359,217,081 shares.
Documents Incorporated by Reference
Annual Report to Security Holders for fiscal year ended January 29, 1999:
Parts I and II. With the exception of specifically referenced information, the
Annual Report to Security Holders for the fiscal year ended January 29, 1999
is not to be deemed filed as part of this report. Proxy Statement for the 1999
Annual Meeting which will be filed within 120 days after January 29, 1999:
Part III.
Part I
Item 1 - Business
General
Lowe's Companies, Inc. (Lowe's) is the second largest retailer of home
improvement products in the United States, with specific emphasis on do-it-
yourself (DIY) retail and commercial business customers. Lowe's specializes
in
offering products and services for home improvement, home decor, home
construction, repair and remodeling. Lowe's principal customer groups are DIY
retail customers and commercial business customers. At January 29, 1999,
Lowe's operated 484 stores in 27 states with more than 43 million square feet
of sales floor principally located in the eastern half of the United States.
Lowe's was incorporated in North Carolina in 1952 and has been a publicly
held company since 1961. Lowe's common stock is listed on the New York Stock
Exchange, the Pacific Stock Exchange, and the London Stock Exchange, with
shares trading under the ticker symbol "LOW." Lowe's general offices are
located in North Wilkesboro, North Carolina.
Lowe's has one reportable industry segment - the operation of home
improvement retail stores. Therefore, see Item 6 "Selected Financial Data"
for the historical data of revenues, profits and identifiable assets of the
Company.
Store Expansion
Since 1989, Lowe's has been implementing an aggressive store expansion
strategy, which has transformed Lowe's from a chain of small stores into a
chain of destination home improvement warehouses. Lowe's current prototype
store has a 115,000 square foot sales floor with a lawn and garden center
comprising approximately 35,000 additional square feet. Lowe's 1999 expansion
plan calls for opening 80 to 85 stores (including relocation of 30 to 35
older, smaller format stores). The following table illustrates the growth of
the Company over the last three years.
1998 1997 1996
Number of stores, beginning of year 446 402 365
New stores opened 45 42 47
Relocated stores opened 31 24 19
Stores closed (38) (22) (29)
Number of stores, end of year 484 446 402
In April 1998, Lowe's announced plans for a major expansion into the
western United States, with plans to build in excess of 100 new stores in
certain western markets over the next three to four years. The first of the
western stores are expected to open in Fall 1999. In November 1998, the
Company entered into a merger agreement with Eagle Hardware and Garden, Inc.
(Eagle), an operator of 36 home improvement centers in the western United
States. The acquisition of Eagle, which closed on April 2, 1999, enables
Lowe's to accelerate its West Coast expansion and provides an immediate
presence in a number of key metropolitan markets in the west. The Eagle
stores are in addition to Lowe's previously announced western market expansion
plans.
Customer Service
Lowe's serves both retail and commercial business customers. Retail
customers are primarily do-it-yourself homeowners and others buying for
personal and family use. Commercial business customers include building
contractors, repair and remodeling contractors, electricians, landscapers,
painters, plumbers and industrial purchasing agents. Each Lowe's store caters
to this broad array of customers by combining the merchandise, sales and
service of: a home fashions and interior design center; a lawn and garden
center; an appliance and home electronics dealer; a hard goods discounter;
a hardware store; an air conditioning, heating, plumbing and electrical
supply center; and a building materials supplier.
Lowe's is committed to providing superior customer satisfaction.
Customer expectations are being met by opening new stores in convenient
shopping locations, by supplying a large selection of in-stock merchandise, by
offering low prices and by providing knowledgeable assistance and fast
service. If a customer is searching for an item that is not carried in a
store, it is likely available through our special order system. The Everyday
Competitive Price ("ECP") strategy guarantees the lowest price in the market
and yet builds profitability for Lowe's by substantially increasing revenues
per store. ECP gives Lowe's customers the confidence to buy every day without
waiting for promotional sales. Customer questions, problems, returns and
exchanges are handled at a convenient service desk near the main entrance of
the store. Our customer-friendly return policy makes it simple to return or
exchange products. Most of our stores have a separate lumber and building
materials cashier and loading area available for both DIY and commercial
business customers. Additionally, Lowe's offers specific services such as
installation (through subcontractors), delivery, loading, assembly, free how-
to clinics, wood and glass cutting, free kitchen design and a project desk to
assist Lowe's customers in planning their home improvement tasks.
Lowe's offers two proprietary credit cards - one for individual retail
customers and the other for businesses. Lowe's commercial business customers
can also make purchases on credit by using Lowe's in-house accounts. In
addition, Lowe's accepts Visa, MasterCard, Discover and American Express
credit cards.
Products
A typical Lowe's home improvement warehouse stocks more than 40,000
items, with significantly more items available through our special order
system. Each Lowe's home improvement warehouse carries a wide selection of
high quality, nationally advertised brand name merchandise. The Company's
merchandise selection is broad enough to supply both the DIY retail and
commercial business customer with practically every item needed to complete
any home improvement, repair or construction project. See Note 13 on page 30
of the Annual Report to Security Holders for fiscal year ended January 29,
1999 for the table illustrating sales by product category for each of the last
three fiscal years.
The Company sources its products from approximately 5,500 merchandise
vendors worldwide, with no single vendor accounting for as much as 4% of total
purchases. The Company is not dependent upon any single vendor. To the
extent possible, the Company utilizes its global sourcing division to purchase
directly from foreign manufacturers and avoid third party importers.
Management believes that alternative and competitive suppliers are available
for virtually all its products.
In order to maintain appropriate inventory levels in stores and to
improve distribution efficiencies, the Company operates four regional
distribution centers (RDC's). The current RDC's are strategically located in
North Carolina, Georgia, Indiana and Texas. Each Lowe's store is now served
by one of these RDC's. The Company also operates nine smaller support
facilities in order to distribute merchandise that requires special handling
due to size or type of packaging, such as lumber, roofing, fencing or lawn
mowers. Approximately 60% of the merchandise purchased by the Company is
shipped through its distribution facilities while the remaining portion is
shipped directly to stores from vendors. A fifth RDC, currently under
construction, is expected to be operational in Spring 1999 and is located in
Pennsylvania.
Marketing
The Company reaches target customers through a mixture of television,
radio, direct mail, newspaper and NASCAR sponsorship. Each marketing
initiative is based on understanding current and prospective customers. The
Company has a strategic alliance with the HGTV network that allows it to
control a substantial portion of the airtime in which only the Company's and
its vendors' commercials are aired. This is only one example of how the
Company solicits vendor participation in its advertising programs.
Additionally, the Company participates in the Southern Living Show Homes
program, hosts customer hospitality events and supports the wide-ranging
activities of Lowe's Home Safety Council.
In 1998, the Company continued to introduce or redefine programs that
respond to the changing needs and lifestyles of targeted customers. Primary
to this effort is the Company's aggressive response to serve commercial
business customers. The Company has responded to the special needs of this
customer group by carrying more professional brands, increasing in-stock
quantities for bigger jobs and testing various marketing approaches to win the
loyalty of commercial customers. The Company added sixteen product categories
where customers can have installation arranged through our stores. Our
special order systems have been redesigned and we've added non-electronic
kiosks (electronic kiosks are currently being tested) in departments such as
appliances, flooring, lighting, millwork, outdoor power equipment, plumbing
and tools.
Competition
The home improvement retailing business is highly competitive. The
principal competitive factors are price, location, customer service, product
selection and name recognition. The Company competes with a number of
traditional hardware, plumbing, electrical and home supply retailers, as well
as other chains of warehouse home improvement stores and lumber yards in most
of its market areas. In addition, the Company competes, with respect to some
of its products, with discount stores, mail order firms, and warehouse clubs.
Lowe's is the second largest retailer of home improvement products in the
United States. Due to the large number and variety of competitors, management
is unable to precisely measure the Company's market share in its existing
market areas. However, its current share of the home center market, comprised
of the Repair/Remodeling and DIY markets, is estimated to be approximately 8%,
based on internal information and data published by the Home Improvement
Research Institute.
Information Systems
The Company is continuously assessing and upgrading its information
systems to support growth, control costs, and better enable decision-making.
During the last six years, the Company has made a substantial investment in
developing and purchasing new computer systems. These new applications
include Distribution, Electronic Data Interchange, Payroll and Human
Resources, General Ledger, Accounts Payable, Forecasting and Replenishment,
and Supply Services. Lowe's has a point of sale system, electronic bar code
scanning system, various design systems and a UNIX Server in each of its
stores. Store information is communicated to the support center's central
computer via satellite. These systems provide efficient customer check-out
with automated credit card approval, store-based inventory management with
automatic replenishment orders, labor planning and item movement experience.
These computers supply the general office functions with the information
needed to support the stores.
Employees
At the end of January 1999, the Company employed approximately 54,000
full-time and 12,000 part time employees, none of which are covered by any
collective bargaining agreements. Management considers its relations with its
employees to be good.
Item 2 - Properties
At January 29, 1999, the Company operated 484 stores with a total of 43.4
million square feet of selling space. The current prototype large store is a
115,000 square foot sales floor with a lawn and garden center comprising
approximately 35,000 additional square feet. Of the total stores operating at
January 29, 1999, 282 of the facilities are owned with the remainder being
leased. Approximately one-half of these leases are capital leases. The
Company also owns and operates four regional distribution centers and nine
smaller support facilities, four of which are reload centers for lumber and
building commodities. The Company's general offices are located in North
Wilkesboro, North Carolina and occupy several buildings, the majority of which
are owned.
See the "Lowe's Stores" map and table on page 11 of the Annual Report to
Security Holders for fiscal year ended January 29, 1999.
Item 3 - Legal Proceedings
See Note 12 on page 30 of the Annual Report to Security Holders for
fiscal year ended January 29, 1999.
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 28, 1999.
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, 55
Chairman of the Board since 1998 and President and Chief Executive Officer
since 1996; Senior Executive Vice President and Chief Operating Officer,
1994 - 1996.
Gregory M Bridgeford, 44
Senior Vice President, Marketing since 1998; Senior Vice President and
General Merchandise Manager, 1996 - 1998; Vice President and General
Merchandise Manager, 1994 - 1996.
Charles W. Canter, Jr., 48
Senior Vice President and General Merchandise Manager, Building Materials
since 1998; Vice President, Merchandising - Millwork, 1998; Regional Vice
President, Store Operations, 1993 - 1998.
Lee Herring, 45
Senior Vice President, Logistics since 1996; Vice President, Logistics,
1993 - 1996.
William L. Irons, 55
Senior Vice President, Management Information Services since 1992.
Perry G. Jennings, 41
Senior Vice President, Human Resources since 1999, Vice President,
Operations and Merchandising Support, 1998; Director, Merchandising
Support and Administration, 1996 - 1997; Vice President, Human Resources,
1992 - 1996.
Mark A. Kauffman, 40
Senior Vice President and General Merchandise Manager, Hardlines since
1998; Senior Vice President, Regional Merchandising and Product
Development, 1998; Vice President, Import Merchandising, 1996 - 1998;
Merchandise Manager, 1993 - 1996.
Michael K. Menser, 45
Senior Vice President and General Merchandise Manager, Home Decor since
1998; Vice President, Logistics, 1996 - 1998; Senior Director, Logistics,
1994 - 1996.
Robert A. Niblock, 36
Senior Vice President, Finance since 1999; Vice President and Treasurer,
1997 - 1998; Senior Director, Taxation, 1996 - 1997; Director, Taxation,
1993 - 1996.
William D. Pelon, 49
Senior Vice President, Store Operations - Western Division since 1998;
Senior Vice President, Store Operations 1997 - 1998; Regional Vice
President, Store Operations, 1996 - 1997; Senior Director, Sales
Communications in 1995; District Manager, 1991 - 1995.
Dale C. Pond, 53
Executive Vice President, Merchandising and Marketing since 1998; Senior
Vice President, Marketing 1993 - 1998.
David E. Shelton, 52
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, 47
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., 46
Executive Vice President, General Counsel, Chief Administrative Officer
and Secretary since 1996; Senior Vice President, General Counsel and
Secretary, 1993 - 1996.
Gregory J. Wessling, 47
Senior Vice President, Store Operations - Eastern Division since 1998;
Senior Vice President and General Merchandise Manager 1996 - 1998; Vice
President and General Merchandise Manager, 1994 - 1996.
Thomas E. Whiddon, 46
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.
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 29, 1999, there were 13,499
holders of record of Lowe's common stock. The table, "Lowe's Quarterly Stock
Price Range and Cash Dividend Payment", on page 33 of the Annual Report to
Security Holders for fiscal year ended January 29, 1999 sets forth, for the
periods indicated, the high and low sales prices per share of the common stock
as reported by the NYSE Composite Tape, and the dividends per share declared
on the common stock during such periods.
Item 6 - Selected Financial Data
See page 32 of the Annual Report to Security Holders for fiscal year
ended January 29, 1999.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 15 through 18 and "Disclosure Regarding
Forward-Looking Statements" on page 13 of the Annual Report to Security
Holders for fiscal year ended January 29, 1999.
Item 7a - Quantitative and Qualitative Disclosures about Market Risk
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk" beginning on page 16 of the Annual Report
to Security Holders for fiscal year ended January 29, 1999.
Item 8 - Financial Statements and Supplementary Data
See the "Independent Auditors' Report" of Deloitte & Touche LLP on page
14 and the financial statements and notes thereto on pages 19 through 31, and
the "Selected Quarterly Data" on page 32 of the Annual Report to Security
Holders for fiscal year ended January 29, 1999.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Part III
Item 10 - Directors and Executive Officers of the Registrant
See "Election of Directors", "Information Concerning Class I Nominees"
and "Information Concerning Continuing Directors" included in the definitive
Proxy Statement which will be filed pursuant to regulation 14A, with the SEC
within 120 days after the fiscal year ended January 29, 1999.
Item 11 - Executive Compensation
See "Compensation of Executive Officers", "Option/SAR Grants in Last
Fiscal Year", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-end Option/SAR Values", and "Long-term Incentive Plans - Awards in Last
Fiscal Year" included in the definitive Proxy Statement which will be filed
pursuant to regulation 14A, with the SEC within 120 days after the fiscal year
ended January 29, 1999. 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
See "Security Ownership of Certain Beneficial Owners and Management"
included in the definitive Proxy Statement, which will be filed pursuant to
regulation 14A, with the SEC within 120 days after the fiscal year ended
January 29, 1999.
Item 13 - Certain Relationships and Related Transactions
See "Information about the Board of Directors and Committees of the
Board" included in the definitive Proxy Statement which will be filed pursuant
to regulation 14A, with the SEC within 120 days after the fiscal year ended
January 29, 1999.
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
a) 1. Financial Statements
See the following items and page numbers appearing in the Annual
Report to Security Holders for fiscal year ended January 29, 1999:
Pages
Independent Auditors' Report 14
Consolidated Statements of Earnings for each of the three
fiscal years in the period ended January 29, 1999 19
Consolidated Balance Sheets at January 29, 1999
and January 30, 1998 20
Consolidated Statements of Shareholders' Equity for each of
the three fiscal years in the period ended January 29, 1999 21
Consolidated Statements of Cash Flows for each of the
three fiscal years in the period ended January 29, 1999 22
Notes to Consolidated Financial Statements for each of the
three fiscal years in the period ended January 29, 1999 23-31
2. Financial Statement Schedules
Schedules are omitted because of the absence of conditions under
which they are required or because information required is included
in financial statements or the notes thereto.
3. Exhibits
(3.1) Restated and Amended Charter (filed as Exhibit 3.1 to the Company's
Form 10-Q dated September 14, 1998 and incorporated by reference
herein).
(3.2) Bylaws, as amended.
(4.1) Rights Agreement dated as of September 8, 1998 between the Company
and Wachovia Bank, N.A., as Rights Agent (filed as Exhibit 4.1 to
the Company's Form 8-K filed on October 9, 1998 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. Directors' Deferred Compensation Plan,
effective July 1, 1994
(10.7) 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).
(10.8) 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).
(10.9) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
December 9, 1994.
(10.10) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
September 17, 1998.
(10.11) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
December 4, 1998.
(10.12) 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).
(10.13) 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 First National Bank of Chicago, as Trustee.
(10.14) 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).
(10.15) 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).
(10.16) Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated
January 25, 1998.
(10.17) Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated
September 17, 1998.
(10.18) Form of the Company's 6 7/8 % Debenture due February 20, 2028
(filed as Exhibit 4.2 on Form 8-K dated February 20, 1998, and
incorporated by reference herein).
(10.19) Form of the Company's 6 1/2% Debenture due March 15, 2029.
(10.20) Lowe's/Eagle Stock Option Plan (filed as Exhibit 4.2 on the
Company's Form S-8 filed April 7, 1999 (No. 333-75793) and
incorporated by reference herein).
(13) Annual Report to Security Holders for fiscal year ended January 29,
1999.
(21) List of Subsidiaries.
(23) Consent of Deloitte & Touche LLP
(27) Financial Data Schedule
b)Reports on Form 8-K
A report on Form 8-K was filed on November 25, 1998 by the registrant.
Therein under Item 5, the Company filed a summary and an exhibit in connection
with the Company's Agreement and Plan of Merger with Eagle Hardware & Garden,
Inc.
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 2, 1999_ By: /s/ Thomas E. Whiddon__
Date Thomas E. Whiddon
Executive Vice President
and Chief Financial Officer
April 2, 1999 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.
/s/Robert L. Tillman _ Chairman of the Board of Directors, 4/2/99__
Robert L. Tillman President, Chief Executive Officer Date
and Director
/s/Robert L. Strickland Director 4/2/99__
Robert L. Strickland Date
/s/William A. Andres Director 4/2/99__
William A. Andres Date
/s/ John M. Belk Director 4/2/99__
John M. Belk Date
/s/ Leonard L. Berry Director 4/2/99__
Leonard L. Berry Date
/s/Peter C. Browning Director 4/2/99__
Peter C. Browning Date
/s/Carol A Farmer Director 4/2/99__
Carol A. Farmer Date
/s/Paul Fulton Director 4/2/99__
Paul Fulton Date
/s/James F. Halpin Director 4/2/99__
James F. Halpin Date
Director _ _____
Leonard G. Herring Date
/s/ Richard K. Lochridge Director 4/2/99__
Richard K. Lochridge Date
/s/ Claudine B. Malone Director 4/2/99__
Claudine Malone Date
/s/Robert G. Schwartz Director 4/2/99__
Robert G. Schwartz Date
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 29, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7898
LOWE'S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0578072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P. O. 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. [ x ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at April 2, 1999, based on a closing price of $61.31 per share, was
$21,994,116,483.
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 2, 1999:
359,217,081 shares.
Documents Incorporated by Reference
Annual Report to Security Holders for fiscal year ended January 29, 1999:
Parts I and II. With the exception of specifically referenced information, the
Annual Report to Security Holders for the fiscal year ended January 29, 1999
is not to be deemed filed as part of this report. Proxy Statement for the 1999
Annual Meeting which will be filed within 120 days after January 29, 1999:
Part III.
Part I
Item 1 - Business
General
Lowe's Companies, Inc. (Lowe's) is the second largest retailer of home
improvement products in the United States, with specific emphasis on do-it-
yourself (DIY) retail and commercial business customers. Lowe's specializes
in
offering products and services for home improvement, home decor, home
construction, repair and remodeling. Lowe's principal customer groups are DIY
retail customers and commercial business customers. At January 29, 1999,
Lowe's operated 484 stores in 27 states with more than 43 million square feet
of sales floor principally located in the eastern half of the United States.
Lowe's was incorporated in North Carolina in 1952 and has been a publicly
held company since 1961. Lowe's common stock is listed on the New York Stock
Exchange, the Pacific Stock Exchange, and the London Stock Exchange, with
shares trading under the ticker symbol "LOW." Lowe's general offices are
located in North Wilkesboro, North Carolina.
Lowe's has one reportable industry segment - the operation of home
improvement retail stores. Therefore, see Item 6 "Selected Financial Data"
for the historical data of revenues, profits and identifiable assets of the
Company.
Store Expansion
Since 1989, Lowe's has been implementing an aggressive store expansion
strategy, which has transformed Lowe's from a chain of small stores into a
chain of destination home improvement warehouses. Lowe's current prototype
store has a 115,000 square foot sales floor with a lawn and garden center
comprising approximately 35,000 additional square feet. Lowe's 1999 expansion
plan calls for opening 80 to 85 stores (including relocation of 30 to 35
older, smaller format stores). The following table illustrates the growth of
the Company over the last three years.
1998 1997 1996
Number of stores, beginning of year 446 402 365
New stores opened 45 42 47
Relocated stores opened 31 24 19
Stores closed (38) (22) (29)
Number of stores, end of year 484 446 402
In April 1998, Lowe's announced plans for a major expansion into the
western United States, with plans to build in excess of 100 new stores in
certain western markets over the next three to four years. The first of the
western stores are expected to open in Fall 1999. In November 1998, the
Company entered into a merger agreement with Eagle Hardware and Garden, Inc.
(Eagle), an operator of 36 home improvement centers in the western United
States. The acquisition of Eagle, which closed on April 2, 1999, enables
Lowe's to accelerate its West Coast expansion and provides an immediate
presence in a number of key metropolitan markets in the west. The Eagle
stores are in addition to Lowe's previously announced western market expansion
plans.
Customer Service
Lowe's serves both retail and commercial business customers. Retail
customers are primarily do-it-yourself homeowners and others buying for
personal and family use. Commercial business customers include building
contractors, repair and remodeling contractors, electricians, landscapers,
painters, plumbers and industrial purchasing agents. Each Lowe's store caters
to this broad array of customers by combining the merchandise, sales and
service of: a home fashions and interior design center; a lawn and garden
center; an appliance and home electronics dealer; a hard goods discounter;
a hardware store; an air conditioning, heating, plumbing and electrical
supply center; and a building materials supplier.
Lowe's is committed to providing superior customer satisfaction.
Customer expectations are being met by opening new stores in convenient
shopping locations, by supplying a large selection of in-stock merchandise, by
offering low prices and by providing knowledgeable assistance and fast
service. If a customer is searching for an item that is not carried in a
store, it is likely available through our special order system. The Everyday
Competitive Price ("ECP") strategy guarantees the lowest price in the market
and yet builds profitability for Lowe's by substantially increasing revenues
per store. ECP gives Lowe's customers the confidence to buy every day without
waiting for promotional sales. Customer questions, problems, returns and
exchanges are handled at a convenient service desk near the main entrance of
the store. Our customer-friendly return policy makes it simple to return or
exchange products. Most of our stores have a separate lumber and building
materials cashier and loading area available for both DIY and commercial
business customers. Additionally, Lowe's offers specific services such as
installation (through subcontractors), delivery, loading, assembly, free how-
to clinics, wood and glass cutting, free kitchen design and a project desk to
assist Lowe's customers in planning their home improvement tasks.
Lowe's offers two proprietary credit cards - one for individual retail
customers and the other for businesses. Lowe's commercial business customers
can also make purchases on credit by using Lowe's in-house accounts. In
addition, Lowe's accepts Visa, MasterCard, Discover and American Express
credit cards.
Products
A typical Lowe's home improvement warehouse stocks more than 40,000
items, with significantly more items available through our special order
system. Each Lowe's home improvement warehouse carries a wide selection of
high quality, nationally advertised brand name merchandise. The Company's
merchandise selection is broad enough to supply both the DIY retail and
commercial business customer with practically every item needed to complete
any home improvement, repair or construction project. See Note 13 on page 30
of the Annual Report to Security Holders for fiscal year ended January 29,
1999 for the table illustrating sales by product category for each of the last
three fiscal years.
The Company sources its products from approximately 5,500 merchandise
vendors worldwide, with no single vendor accounting for as much as 4% of total
purchases. The Company is not dependent upon any single vendor. To the
extent possible, the Company utilizes its global sourcing division to purchase
directly from foreign manufacturers and avoid third party importers.
Management believes that alternative and competitive suppliers are available
for virtually all its products.
In order to maintain appropriate inventory levels in stores and to
improve distribution efficiencies, the Company operates four regional
distribution centers (RDC's). The current RDC's are strategically located in
North Carolina, Georgia, Indiana and Texas. Each Lowe's store is now served
by one of these RDC's. The Company also operates nine smaller support
facilities in order to distribute merchandise that requires special handling
due to size or type of packaging, such as lumber, roofing, fencing or lawn
mowers. Approximately 60% of the merchandise purchased by the Company is
shipped through its distribution facilities while the remaining portion is
shipped directly to stores from vendors. A fifth RDC, currently under
construction, is expected to be operational in Spring 1999 and is located in
Pennsylvania.
Marketing
The Company reaches target customers through a mixture of television,
radio, direct mail, newspaper and NASCAR sponsorship. Each marketing
initiative is based on understanding current and prospective customers. The
Company has a strategic alliance with the HGTV network that allows it to
control a substantial portion of the airtime in which only the Company's and
its vendors' commercials are aired. This is only one example of how the
Company solicits vendor participation in its advertising programs.
Additionally, the Company participates in the Southern Living Show Homes
program, hosts customer hospitality events and supports the wide-ranging
activities of Lowe's Home Safety Council.
In 1998, the Company continued to introduce or redefine programs that
respond to the changing needs and lifestyles of targeted customers. Primary
to this effort is the Company's aggressive response to serve commercial
business customers. The Company has responded to the special needs of this
customer group by carrying more professional brands, increasing in-stock
quantities for bigger jobs and testing various marketing approaches to win the
loyalty of commercial customers. The Company added sixteen product categories
where customers can have installation arranged through our stores. Our
special order systems have been redesigned and we've added non-electronic
kiosks (electronic kiosks are currently being tested) in departments such as
appliances, flooring, lighting, millwork, outdoor power equipment, plumbing
and tools.
Competition
The home improvement retailing business is highly competitive. The
principal competitive factors are price, location, customer service, product
selection and name recognition. The Company competes with a number of
traditional hardware, plumbing, electrical and home supply retailers, as well
as other chains of warehouse home improvement stores and lumber yards in most
of its market areas. In addition, the Company competes, with respect to some
of its products, with discount stores, mail order firms, and warehouse clubs.
Lowe's is the second largest retailer of home improvement products in the
United States. Due to the large number and variety of competitors, management
is unable to precisely measure the Company's market share in its existing
market areas. However, its current share of the home center market, comprised
of the Repair/Remodeling and DIY markets, is estimated to be approximately 8%,
based on internal information and data published by the Home Improvement
Research Institute.
Information Systems
The Company is continuously assessing and upgrading its information
systems to support growth, control costs, and better enable decision-making.
During the last six years, the Company has made a substantial investment in
developing and purchasing new computer systems. These new applications
include Distribution, Electronic Data Interchange, Payroll and Human
Resources, General Ledger, Accounts Payable, Forecasting and Replenishment,
and Supply Services. Lowe's has a point of sale system, electronic bar code
scanning system, various design systems and a UNIX Server in each of its
stores. Store information is communicated to the support center's central
computer via satellite. These systems provide efficient customer check-out
with automated credit card approval, store-based inventory management with
automatic replenishment orders, labor planning and item movement experience.
These computers supply the general office functions with the information
needed to support the stores.
Employees
At the end of January 1999, the Company employed approximately 54,000
full-time and 12,000 part time employees, none of which are covered by any
collective bargaining agreements. Management considers its relations with its
employees to be good.
Item 2 - Properties
At January 29, 1999, the Company operated 484 stores with a total of 43.4
million square feet of selling space. The current prototype large store is a
115,000 square foot sales floor with a lawn and garden center comprising
approximately 35,000 additional square feet. Of the total stores operating at
January 29, 1999, 282 of the facilities are owned with the remainder being
leased. Approximately one-half of these leases are capital leases. The
Company also owns and operates four regional distribution centers and nine
smaller support facilities, four of which are reload centers for lumber and
building commodities. The Company's general offices are located in North
Wilkesboro, North Carolina and occupy several buildings, the majority of which
are owned.
See the "Lowe's Stores" map and table on page 11 of the Annual Report to
Security Holders for fiscal year ended January 29, 1999.
Item 3 - Legal Proceedings
See Note 12 on page 30 of the Annual Report to Security Holders for
fiscal year ended January 29, 1999.
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 28, 1999.
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, 55
Chairman of the Board since 1998 and President and Chief Executive Officer
since 1996; Senior Executive Vice President and Chief Operating Officer,
1994 - 1996.
Gregory M Bridgeford, 44
Senior Vice President, Marketing since 1998; Senior Vice President and
General Merchandise Manager, 1996 - 1998; Vice President and General
Merchandise Manager, 1994 - 1996.
Charles W. Canter, Jr., 48
Senior Vice President and General Merchandise Manager, Building Materials
since 1998; Vice President, Merchandising - Millwork, 1998; Regional Vice
President, Store Operations, 1993 - 1998.
Lee Herring, 45
Senior Vice President, Logistics since 1996; Vice President, Logistics,
1993 - 1996.
William L. Irons, 55
Senior Vice President, Management Information Services since 1992.
Perry G. Jennings, 41
Senior Vice President, Human Resources since 1999, Vice President,
Operations and Merchandising Support, 1998; Director, Merchandising
Support and Administration, 1996 - 1997; Vice President, Human Resources,
1992 - 1996.
Mark A. Kauffman, 40
Senior Vice President and General Merchandise Manager, Hardlines since
1998; Senior Vice President, Regional Merchandising and Product
Development, 1998; Vice President, Import Merchandising, 1996 - 1998;
Merchandise Manager, 1993 - 1996.
Michael K. Menser, 45
Senior Vice President and General Merchandise Manager, Home Decor since
1998; Vice President, Logistics, 1996 - 1998; Senior Director, Logistics,
1994 - 1996.
Robert A. Niblock, 36
Senior Vice President, Finance since 1999; Vice President and Treasurer,
1997 - 1998; Senior Director, Taxation, 1996 - 1997; Director, Taxation,
1993 - 1996.
William D. Pelon, 49
Senior Vice President, Store Operations - Western Division since 1998;
Senior Vice President, Store Operations 1997 - 1998; Regional Vice
President, Store Operations, 1996 - 1997; Senior Director, Sales
Communications in 1995; District Manager, 1991 - 1995.
Dale C. Pond, 53
Executive Vice President, Merchandising and Marketing since 1998; Senior
Vice President, Marketing 1993 - 1998.
David E. Shelton, 52
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, 47
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., 46
Executive Vice President, General Counsel, Chief Administrative Officer
and Secretary since 1996; Senior Vice President, General Counsel and
Secretary, 1993 - 1996.
Gregory J. Wessling, 47
Senior Vice President, Store Operations - Eastern Division since 1998;
Senior Vice President and General Merchandise Manager 1996 - 1998; Vice
President and General Merchandise Manager, 1994 - 1996.
Thomas E. Whiddon, 46
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.
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 29, 1999, there were 13,499
holders of record of Lowe's common stock. The table, "Lowe's Quarterly Stock
Price Range and Cash Dividend Payment", on page 33 of the Annual Report to
Security Holders for fiscal year ended January 29, 1999 sets forth, for the
periods indicated, the high and low sales prices per share of the common stock
as reported by the NYSE Composite Tape, and the dividends per share declared
on the common stock during such periods.
Item 6 - Selected Financial Data
See page 32 of the Annual Report to Security Holders for fiscal year
ended January 29, 1999.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 15 through 18 and "Disclosure Regarding
Forward-Looking Statements" on page 13 of the Annual Report to Security
Holders for fiscal year ended January 29, 1999.
Item 7a - Quantitative and Qualitative Disclosures about Market Risk
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk" beginning on page 16 of the Annual Report
to Security Holders for fiscal year ended January 29, 1999.
Item 8 - Financial Statements and Supplementary Data
See the "Independent Auditors' Report" of Deloitte & Touche LLP on page
14 and the financial statements and notes thereto on pages 19 through 31, and
the "Selected Quarterly Data" on page 32 of the Annual Report to Security
Holders for fiscal year ended January 29, 1999.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Part III
Item 10 - Directors and Executive Officers of the Registrant
See "Election of Directors", "Information Concerning Class I Nominees"
and "Information Concerning Continuing Directors" included in the definitive
Proxy Statement which will be filed pursuant to regulation 14A, with the SEC
within 120 days after the fiscal year ended January 29, 1999.
Item 11 - Executive Compensation
See "Compensation of Executive Officers", "Option/SAR Grants in Last
Fiscal Year", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-end Option/SAR Values", and "Long-term Incentive Plans - Awards in Last
Fiscal Year" included in the definitive Proxy Statement which will be filed
pursuant to regulation 14A, with the SEC within 120 days after the fiscal year
ended January 29, 1999. 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
See "Security Ownership of Certain Beneficial Owners and Management"
included in the definitive Proxy Statement, which will be filed pursuant to
regulation 14A, with the SEC within 120 days after the fiscal year ended
January 29, 1999.
Item 13 - Certain Relationships and Related Transactions
See "Information about the Board of Directors and Committees of the
Board" included in the definitive Proxy Statement which will be filed pursuant
to regulation 14A, with the SEC within 120 days after the fiscal year ended
January 29, 1999.
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
a) 1. Financial Statements
See the following items and page numbers appearing in the Annual
Report to Security Holders for fiscal year ended January 29, 1999:
Pages
Independent Auditors' Report 14
Consolidated Statements of Earnings for each of the three
fiscal years in the period ended January 29, 1999 19
Consolidated Balance Sheets at January 29, 1999
and January 30, 1998 20
Consolidated Statements of Shareholders' Equity for each of
the three fiscal years in the period ended January 29, 1999 21
Consolidated Statements of Cash Flows for each of the
three fiscal years in the period ended January 29, 1999 22
Notes to Consolidated Financial Statements for each of the
three fiscal years in the period ended January 29, 1999 23-31
2. Financial Statement Schedules
Schedules are omitted because of the absence of conditions under
which they are required or because information required is included
in financial statements or the notes thereto.
3. Exhibits
(3.1) Restated and Amended Charter (filed as Exhibit 3.1 to the Company's
Form 10-Q dated September 14, 1998 and incorporated by reference
herein).
(3.2) Bylaws, as amended.
(4.1) Rights Agreement dated as of September 8, 1998 between the Company
and Wachovia Bank, N.A., as Rights Agent (filed as Exhibit 4.1 to
the Company's Form 8-K filed on October 9, 1998 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. Directors' Deferred Compensation Plan,
effective July 1, 1994
(10.7) 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).
(10.8) 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).
(10.9) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
December 9, 1994.
(10.10) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
September 17, 1998.
(10.11) Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated
December 4, 1998.
(10.12) 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).
(10.13) 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 First National Bank of Chicago, as Trustee.
(10.14) 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).
(10.15) 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).
(10.16) Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated
January 25, 1998.
(10.17) Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated
September 17, 1998.
(10.18) Form of the Company's 6 7/8 % Debenture due February 20, 2028
(filed as Exhibit 4.2 on Form 8-K dated February 20, 1998, and
incorporated by reference herein).
(10.19) Form of the Company's 6 1/2% Debenture due March 15, 2029.
(10.20) Lowe's/Eagle Stock Option Plan (filed as Exhibit 4.2 on the
Company's Form S-8 filed April 7, 1999 (No. 333-75793) and
incorporated by reference herein).
(13) Annual Report to Security Holders for fiscal year ended January 29,
1999.
(21) List of Subsidiaries.
(23) Consent of Deloitte & Touche LLP
(27) Financial Data Schedule
b)Reports on Form 8-K
A report on Form 8-K was filed on November 25, 1998 by the registrant.
Therein under Item 5, the Company filed a summary and an exhibit in connection
with the Company's Agreement and Plan of Merger with Eagle Hardware & Garden,
Inc.
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 2, 1999_ By: /s/ Thomas E. Whiddon__
Date Thomas E. Whiddon
Executive Vice President
and Chief Financial Officer
April 2, 1999 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.
/s/Robert L. Tillman _ Chairman of the Board of Directors, 4/2/99__
Robert L. Tillman President, Chief Executive Officer Date
and Director
/s/Robert L. Strickland Director 4/2/99__
Robert L. Strickland Date
/s/William A. Andres Director 4/2/99__
William A. Andres Date
/s/ John M. Belk Director 4/2/99__
John M. Belk Date
/s/ Leonard L. Berry Director 4/2/99__
Leonard L. Berry Date
/s/Peter C. Browning Director 4/2/99__
Peter C. Browning Date
/s/Carol A Farmer Director 4/2/99__
Carol A. Farmer Date
/s/Paul Fulton Director 4/2/99__
Paul Fulton Date
/s/James F. Halpin Director 4/2/99__
James F. Halpin Date
Director _ _____
Leonard G. Herring Date
/s/ Richard K. Lochridge Director 4/2/99__
Richard K. Lochridge Date
/s/ Claudine B. Malone Director 4/2/99__
Claudine Malone Date
/s/Robert G. Schwartz Director 4/2/99__
Robert G. Schwartz Date