-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 -2- 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 -3- Lowe's Companies, Inc. Consolidated Balance Sheets In Thousands (Unaudited) (Unaudited) July 28, July 30, January 28, 2000 1999 2000 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. -4- Lowe's Companies, Inc. Consolidated Statements of Current and Retained Earnings (Unaudited) In Thousands, Except Per Share Data 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 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. -5- Lowe's Companies, Inc. Consolidated Statements of Cash Flows (Unaudited) In Thousands For the Six Months Ended July 28, July 30, Periods Ended On 2000 1999 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. -6- 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. Note 3: Net interest expense is composed of the following (in thousands): Quarter ended Six months ended July 28, 2000 July 30, 1999 July 28, 2000 July 30,1999 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 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 -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. -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 -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 -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. -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 -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. -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 -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