Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (No Fee Required)
For the fiscal year ended May 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (No Fee Required)
For the transition period from to
Commission file number 1-7898
A. Full Title of the Plan and the address of the Plan, if different from that
of the issuer named below:
Lowe's Companies, Inc.
Employee Stock Purchase Plan - Stock Options For Everyone
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Lowe's Companies, Inc.
1605 Curtis Bridge Road
Wilkesboro, NC 28697
1
Lowe's Companies, Inc.
Employee Stock Purchase Plan - Stock Options For Everyone
Form 11-K
May 31, 2002
Table of Contents
Page No.
Part I - Exhibit Index 2
Part II - Financial Information
Cover Page 3
Independent Auditors' Report 4
Statements of Net Assets Available For Benefits
as of May 31, 2002 and 2001 5
Statements of Changes in Net Assets Available for Benefits
for the Years Ended May 31, 2002 and 2001 6
Notes to Financial Statements for the Years Ended
May 31, 2002 and 2001 7-8
Other Information 9
Independent Auditors' Consent 10
2
Lowe's Companies, Inc.
Employee Stock Purchase Plan - Stock Options For Everyone
Exhibit Index
Form 11-K for the Year Ended May 31, 2002
Exhibit No. Description of Exhibit Page No.
1. Consent of Deloitte & Touche LLP,
Independent Auditors 10
3
LOWE'S COMPANIES, INC. EMPLOYEE STOCK
PURCHASE PLAN-STOCK OPTIONS FOR EVERYONE
Financial Statements as of and for the Years Ended
May 31, 2002 and 2001 and Independent Auditors' Report
4
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee and Participants of
Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock Options for
Everyone
We have audited the accompanying statements of net assets available for
benefits of Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock
Options for Everyone (the "Plan") as of May 31, 2002 and 2001, and the
related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audits, such financial statements present
fairly, in all material respects, the net assets available for benefits
of the Plan as of May 31, 2002 and 2001, and the changes in its net
assets available for benefits for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
August 2, 2002
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LOWE'S COMPANIES, INC.
EMPOYEE STOCK PURCHASE PLAN - STOCK OPTIONS FOR EVERYONE
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MAY 31, 2002 and 2001
______________________________________________________________________________
MAY 31, MAY 31,
2002 2001
ASSET - Receivable from Plan Sponsor $ 768,716 $ 454,965
LIABILITIES:
Fractional Share Interest Due
to Plan Participants 517,552 309,411
Withdrawal Amounts Payable 251,164 145,554
Total Liabilities 768,716 454,965
NET ASSETS AVAILABLE FOR BENEFITS $ - $ -
See the accompanying notes to financial statements.
6
LOWE'S COMPANIES, INC.
EMPOYEE STOCK PURCHASE PLAN - STOCK OPTIONS FOR EVERYONE
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
______________________________________________________________________________
MAY 31, MAY 31,
2002 2001
Increases - Employee Contributions $ 49,207,751 $ 34,250,891
Decreases:
Purchases of Lowe's Companies, Inc.
Common Stock Subsequently
Distributed to Plan Participants
(1,342,276 and 1,824,508 Shares) (45,493,469) (30,903,921)
Cash Withdrawals (3,196,730) (3,037,559)
Fractional Share Interest Due to
Plan Participants (517,552) (309,411)
Total Decreases (49,207,751) (34,250,891)
Net Change - -
Net Assets Available for Benefits:
Beginning of Year - -
End of Year $ - $ -
See the accompanying notes to financial statements.
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LOWE'S COMPANIES EMPOYEE STOCK PURCHASE PLAN -
STOCK OPTIONS FOR EVERYONE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
______________________________________________________________________________
Note 1 - Plan Description and Summary of Significant Plan Provisions
The Board of Directors of Lowe's Companies, Inc. (the Company) adopted
the Lowe's Companies, Inc. Employee Stock Purchase Plan-Stock Options for
Everyone (the Plan) on December 2, 1999. The Plan was approved by the
Company's shareholders at the Annual Meeting of Shareholders on May 26, 2000,
and thus became effective on that date. No option may be granted under the
Plan more than ten years after the date the Plan was adopted unless the Plan
is extended before such date. There were 10,000,000 shares of the Company's
common stock reserved under the Plan with 6,833,216 remaining available at May
31, 2002.
The Plan is intended to assist the Company in recruiting and retaining
individuals with ability and initiative by enabling employees to participate
in the future success of the Company and to associate their interests with
those of the Company and its shareholders. All full-time employees are
eligible to participate in the Plan at their date of employment. Part-time
employees are eligible after one year of service. There are two six-month
offering periods each year. The periods are June 1 through November 30, and
December 1 through May 31. Employees must be eligible on the first day of the
offering period in order to participate in that particular offering period.
Participation in the Plan by eligible employees is voluntary.
Participants in the Plan are allowed to purchase stock at a discount
price through the use of payroll deductions only (no lump sum purchases are
allowed). The Company makes no contributions to the Plan. Payroll deductions
in the amount of 1% to 20% of base pay may be contributed to the Plan,
provided that the contribution does not exceed the maximum amount of $10,625.
Payroll deductions will continue automatically until the participant elects to
stop his or her deductions. If the participant elects to stop payroll
deductions during an offering period, all contributions are refunded. Each
Plan participant, at all times, is considered to be fully vested in the Plan
and has a right to all cash amounts withheld from his or her paycheck. Cash
proceeds collected from participant payroll deductions are remitted directly
to the Company's operating cash account and are used for general corporate
purposes.
The purchase price per share offered under the Plan with respect to any
grant date is the lower of 85% of the fair market value of the share on such
grant date or 85% of the fair market value of the share at the end of the
offering period. Payroll deductions that have been accumulated during a
particular offering period will be used to purchase shares of the Company's
common stock at the discounted price. The Plan will purchase only whole
shares of the Company's common stock. Residual amounts in a participant's
account shall be applied to the next offering period.
E*TRADE is the Broker/Administrator of the Plan. Shares are recorded as
purchased on the trade date. Once shares are purchased, they are distributed
to each Plan participant's E*TRADE account. At the end of each offering
period, E*TRADE sends participants a confirmation of shares purchased and the
purchase price for that offering period. They also provide a statement of
each participant's account on a quarterly basis.
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The Plan is a stock plan as defined in Section 423 of the Internal
Revenue Code of 1986, as amended. The Plan is not subject to federal income
taxes. Substantial tax benefits are provided to participants with respect to
the treatment of stock purchased within the Plan if certain holding period
requirements are met.
All costs to administer the Plan are paid by the Company.
Note 2 - Summary of Significant Accounting Policies
The accompanying financial statements of the Plan have been prepared
using the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States of America.
Note 3 - Income Taxes
The right to purchase shares of common stock under this Plan is intended
to be an option granted by the Company in accordance with an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code,
and such shares shall be treated in accordance with these provisions for tax
purposes.
Employees participating in the Plan are not considered to have income for
federal income tax purposes from the granting of an option to purchase shares.
Deductions from an employee's compensation do not reduce the amount of their
income for tax purposes.
Note 4 - Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to amend or terminate the Plan subject to certain
restrictions. In the event of Plan termination, participants would be 100%
vested in their accounts and any payroll withheld between offering periods
would be refunded.
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Signatures
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Lowe's Companies, Inc.
August 29, 2002 /s/ Kenneth W. Black, Jr.
Date Kenneth W. Black, Jr.
Senior Vice President and Chief
Accounting Officer
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-36096 of Lowe's Companies, Inc. on Form S-8 of our report dated
August 2, 2002, appearing in this Annual Report on Form 11-K of Lowe's
Companies, Inc. Employee Stock Purchase Plan - Stock Options for
Everyone for the year ended May 31, 2002.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
August 29, 2002