lowessofeplan11k05312009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended May 31, 2009
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from _____ to
_____
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Commission
file
number
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1-7898
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A. Full
title of the Plan and the address of the Plan, if different from that of the
issuer named below:
Lowe’s
Companies 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.
1000
Lowe's Boulevard
Mooresville,
NC 28117
Lowe’s
Companies Employee Stock Purchase Plan – Stock Options for Everyone
Index
To the
Plan Administrator and Participants in Lowe’s Companies
Employee
Stock Purchase Plan – Stock Options for Everyone:
We have
audited the accompanying statements of net assets available for benefits of
Lowe’s Companies Employee Stock Purchase Plan – Stock Options for Everyone (the
“Plan”) as of May 31, 2009 and 2008, and the related statements of changes in
net assets available for benefits for each of the three years in the period
ended May 31, 2009. 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 standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. The Plan is not required to have, nor were
we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 basis for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of May 31, 2009 and 2008, and
the changes in its net assets available for benefits for each of the three years
in the period ended May 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
/s/
DELOITTE & TOUCHE LLP
Charlotte,
North Carolina
August
20, 2009
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May
31, 2009
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May
31, 2008
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Assets
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Receivable
from plan sponsor
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$ |
335,234 |
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$ |
433,791 |
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Liabilities
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Fractional
share interest due to plan participants
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335,234 |
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433,791 |
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Net assets available for benefits
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$ |
- |
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$ |
- |
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See
accompanying notes to financial statements.
Lowe’s
Companies Employee Stock Purchase Plan – Stock Options for Everyone
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Years
ended on
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May
31, 2009
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May
31, 2008
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May
31, 2007
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Additions
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Employee
contributions
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$ |
81,079,172 |
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$ |
84,449,908 |
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$ |
85,442,710 |
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Deductions
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Purchases
of Lowe's Companies, Inc. common stock subsequently distributed to plan
participants (4,421,763, 3,831,560, and
2,988,291 shares)
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(74,445,941 |
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(78,843,736 |
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(79,837,952 |
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Cash
withdrawals
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(6,297,997 |
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(5,172,381 |
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(5,007,590 |
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Fractional share interest due to plan participants
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(335,234 |
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(433,791 |
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(597,168 |
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Total
deductions
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(81,079,172 |
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(84,449,908 |
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(85,442,710 |
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Net
increase/(decrease)
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- |
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- |
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- |
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Net
assets available for benefits
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Beginning of year
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- |
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- |
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- |
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End of year
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$ |
- |
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$ |
- |
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$ |
- |
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See
accompanying notes to financial statements.
Lowe’s
Companies Employee Stock Purchase Plan – Stock Options for Everyone
Note
1 – Plan Description and Summary of Significant Plan Provisions
Lowe's
Companies, Inc. (the Company) adopted the Lowe’s Companies Employee Stock
Purchase Plan-Stock Options for Everyone (the Plan) effective May 26,
2000. On May 31, 2009, there were 16,592,183 shares available under
the Plan.
The Plan
is intended to assist the Company in recruiting and retaining individuals 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 discounted 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 or in fixed dollar amounts up to 20% of base pay may be
contributed to the Plan, provided that the contribution does not exceed the
maximum amount of $10,625 for any offering period. 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 Plan
allows for the purchase of stock at 85% of the fair market value of the share at
the end of the offering period only. Quoted market prices are used to
value the shares. 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. The
receivable from plan sponsor included in the statement of net assets available
for benefits represents residual amounts in participants’ accounts that are
currently held in the Company’s operating cash account. The fractional
share interest due to plan participants included in the statement of net assets
available for benefits represents those residual amounts that are due to the
plan participants and will be refunded subsequent to the shares
purchase.
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.
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 in accordance
with accounting principles generally accepted in the United States of
America.
Note
3 – Income Taxes
The Plan
is an employee stock purchase plan that is intended to meet the requirements of
Section 423 of the Internal Revenue Code of 1986, as amended. Under
Section 423, participants receive certain favorable tax benefits by purchasing
and selling stock issued under the Plan. Employees participating in the
Plan receive a purchase price discount at the date of purchase but do not
recognize taxable income until the shares are subsequently sold. The Plan
is not subject to federal income taxes, therefore no provision for income taxes
is included in the financial statements.
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.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Lowe’s Companies
Employee Stock Purchase Plan – Stock Options for
Everyone
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August
20,
2009
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/s/
Matthew V. Hollifield
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Date
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Matthew
V. Hollifield
Senior
Vice President and Chief Accounting
Officer
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Exhibit
No.
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Description
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23
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Consent
of Deloitte & Touche
LLP
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