Lowe's 2012 Annual Report Download

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2012 ANNUAL REPORT
Building Better
Home Improvement
Experiences

Table of contents

  • Page 1
    Building Better Home Improvement Experiences 2012 ANNUAL REPORT

  • Page 2
    Building Better Home Improvement Experiences Learn more by visiting our online Annual Report at www.Lowes.com/2012annual or scan the QR code with your smartphone.

  • Page 3
    ... our business to become more seamless and simple, we must also protect retail relevance, keeping what customers love about us and constantly improving our retail operations. We expect to improve our performance by offering more intuitive line designs Lowe's Companies, Inc. 2012 Annual Report page...

  • Page 4
    ... a Lowe's associate visit them at home or at a jobsite, equipped with the tools to generate a quote and close the sale all in one visit. We are currently focused on two areas to protect retail relevance: Value Improvement and Product Differentiation. In 2013, we expect to finish the line reviews and...

  • Page 5
    ...to sell seamlessly across channels, introduce improved project management tools and expand fulfillment capabilities to cultivate personal and simple connections with customers." Robert A. Niblock Chairman of the Board, President and Chief Executive Officer Lowe's Companies, Inc. 2012 Annual Report...

  • Page 6
    ... by real or perceived barriers to starting projects. Even as we redefine our business to become more seamless and simple, we must also protect retail relevance, keeping what customers love about us and constantly improving our retail operations. Lowe's Companies, Inc. 2012 Annual Report page 4

  • Page 7
    .... In addition to Value Improvement and Product Differentiation, we have added labor to our stores during peak weekday hours to drive more sales. PROGRESS Value Improvement We completed product line reviews representing approximately 80% of our business at the end of fiscal 2012. We had reset...

  • Page 8
    ... production management including products, installers and project planning. These changes will provide better coordination and communication to customers while improving operational efficiencies. PROGRESS Sales Culture We have introduced new sales training programs for store and contact center...

  • Page 9
    ... over 50 fulfillment nodes, allowing us to ship from the most cost effective location. Since implementation in fall of 2011, we have more than doubled the number of parcel shipments which has contributed to 2012 Lowes.com sales growth of over 50%. Lowe's Companies, Inc. 2012 Annual Report page 7

  • Page 10
    ...329 1.3% 786 $ 62.07 197 9.0% Selling square feet (in millions) Return on invested capital 1 2 Fiscal year 2011 contained 53 weeks. Fiscal years 2012 and 2010 contained 52 weeks. EBIT margin, also referred to as operating margin, is defined as earnings before interest and taxes as a percentage of...

  • Page 11
    ... location. 6 Inventory turnover is calculated by dividing the sum of the last four quarters' cost of goods sold by the average of the last five quarters' ending inventory. * Fiscal 2005 and 2011 were 53 week years. All other years contained 52 weeks. Lowe's Companies, Inc. 2012 Annual Report...

  • Page 12
    2012 Form 10-K

  • Page 13
    ...closing sale price as reported on the New York Stock Exchange. 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, $0.50 par value Document Portions of the Proxy Statement for Lowe's 2013 Annual Meeting...

  • Page 14
    ... in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain...

  • Page 15
    ...square feet of retail selling space. In 2013, we expect to open approximately 10 stores. Lowe's was incorporated in North Carolina in 1952 and has been publicly held since 1961. The Company's common stock is listed on the New York Stock Exchange - ticker symbol "LOW". See Item 6, "Selected Financial...

  • Page 16
    ... stores, and online retailers, as well as wholesalers that provide home-related products and services to homeowners, businesses, and the government. Based on our analysis of the most recent comprehensive data available, we estimate the size of the U.S. home improvement market at $645 billion in 2012...

  • Page 17
    ... To meet customers' varying home improvement needs, we offer a complete line of products for maintenance, repair, remodeling, and home decorating. We offer home improvement products in the following categories: Plumbing; Appliances; Tools & Outdoor Power Equipment; Lawn & Garden; Fashion Electrical...

  • Page 18
    ...Materials, Plumbing, Electrical, Hardware, Paint, and Tools & Outdoor Power Equipment that are critical to the success of the Pro customer. In addition, we provide Pro customers 5% off their purchases every day when they use Lowe's proprietary credit. Extended Protection Plans and Repair Services We...

  • Page 19
    ... online product information, customer ratings and reviews, online buying guides and how-to videos and information. These tools help consumers make more informed purchasing decisions and give them confidence as they undertake home improvement projects. Providing mobile technology and applications...

  • Page 20
    ... 2013 for environmental control facilities or other costs of compliance with such laws or regulations. Reaching Out / Our Community Lowe's has a long and proud history of supporting local communities through public education and community improvement projects. In 2012, Lowe's and Lowe's Charitable...

  • Page 21
    ...future results of operations or other matters made by us in this Annual Report on Form 10-K, in our Annual Report to Lowe's Shareholders and in our subsequently filed reports to the Securities and Exchange Commission, as well as in our press releases and other public communications, are qualified by...

  • Page 22
    ...increase our sales and capture a greater percentage of our customers' expenditures on home improvement projects is dependent in varying degrees on the timely delivery and the functionality of information technology systems to support them. Extended delays or cost overruns in securing, developing and...

  • Page 23
    ..., cost reductions, and sales and cash flow growth is the maintenance and ongoing improvements of our existing management information systems that support operations such as inventory replenishment, merchandise ordering, transportation, receipt processing and product delivery. Our financial...

  • Page 24
    ... and fulfillment, as well as data centers and various support offices. Our executive offices are located in Mooresville, North Carolina. Item 3 - Legal Proceedings In April 2012, one of the Company's principal operating subsidiaries, Lowe's HIW, Inc., received a subpoena from the District...

  • Page 25
    ..., Corporate Affairs, 2006 - 2012. Head of International Operations and Development since 2012; Senior Vice President, International Operations and Customer Support Services, 2011 - 2012; Vice President, Store Operations and Special Projects, 2008 - 2010. Chief Information Officer since 2012; Senior...

  • Page 26
    Part II Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Lowe's common stock is traded on the New York Stock Exchange (NYSE). The ticker symbol for Lowe's is "LOW". As of March 28, 2013, there were 27,259 holders of record of Lowe...

  • Page 27
    Issuer Purchases of Equity Securities The following table sets forth information with respect to purchases of the Company's common stock made during the fourth quarter of 2012: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 4.3 17.0 21.3 Dollar Value of Shares ...

  • Page 28
    ...in seven sections Executive Overview Operations Lowe's Business Outlook Financial Condition, Liquidity and Capital Resources Off-Balance Sheet Arrangements Contractual Obligations and Commercial Commitments Critical Accounting Policies and Estimates EXECUTIVE OVERVIEW During 2012, we made progress...

  • Page 29
    ... on Value Improvement and Product Differentiation, in 2012 we also initiated sales training programs for store and contact center employees to further develop our sales culture and pave the way for the next phase of our transformation. Where we go from here - 2013 and beyond While the housing market...

  • Page 30
    ... retail excellence, and will continue to focus on developing the capabilities to provide our customers a seamless and simple home improvement experience going forward. OPERATIONS The following tables set forth the percentage relationship to net sales of each line item of the consolidated statements...

  • Page 31
    ... of year: Number of stores...Sales floor square feet (in millions) ...Average store size selling square feet (in thousands) 6 ...Return on average assets 7 ...Return on average shareholders' equity 8 ...Return on invested capital 9 ...1 2 $ 2012 1.4% 804 62.82 $ 1,754 197 113 5.7% 13.1% 9.3% 2011...

  • Page 32
    ... was well balanced in 2012. Furthermore, we continued to see strength in our Pro Services business, which outperformed the company average. We experienced comparable sales above the company average in the following product categories during 2012: Lumber, Tools & Outdoor Power Equipment, Paint...

  • Page 33
    ... basis points associated with incentive compensation, due to higher attainment levels compared to targets for store-based employees relative to last year. In addition, we experienced nine basis points of deleverage in contract labor associated with information technology projects to improve customer...

  • Page 34
    ... In addition, Tools & Outdoor Power Equipment experienced favorable comparable sales primarily driven by holiday promotions and strong customer response to new products, such as our new line of Kobalt mechanics tools. Fashion Electrical also performed above the company average during 2011, driven by...

  • Page 35
    LOWE'S BUSINESS OUTLOOK As of February 25, 2013, the date of our fourth quarter 2012 earnings release, we expected total sales in 2013 to increase approximately 4% and comparable sales to increase approximately 3.5%. We expected to open approximately 10 stores during 2013. In addition, earnings ...

  • Page 36
    ... share repurchase program that is executed through purchases made from time to time in the open market or through private off-market transactions. Shares purchased under the share repurchase program are returned to authorized and unissued status. On February 1, 2013, the Company's Board of Directors...

  • Page 37
    .... Represents commitments related to certain marketing and information technology programs, and purchases of merchandise inventory. Letters of credit are issued primarily for insurance and construction contracts. At February 1, 2013, our reserve for uncertain tax positions (including penalties...

  • Page 38
    ... of projected future cash flows associated with an individual operating location, management makes assumptions, incorporating local market conditions, about key store variables including sales growth rates, gross margin and controllable expenses, such as store payroll and occupancy expense, as well...

  • Page 39
    ... sales, margin and controllable expenses, and assumptions about market performance for operating locations and estimated selling prices or lease rates for locations identified for closure. We also apply judgment in estimating asset fair values, including the selection of an appropriate discount...

  • Page 40
    ...branded program for which the Company is ultimately self-insured. The Company recognizes revenues from extended protection plan sales on a straight-line basis over the respective contract term. Extended protection plan contract terms primarily range from one to four years from the date of purchase...

  • Page 41
    ... by our ability to adjust selling prices. The selling prices of these commodity products are influenced, in part, by the market price we pay, which is determined by industry supply and demand. Foreign Currency Exchange Rate Risk Although we have international operating entities, our exposure to...

  • Page 42
    ... the Securities Exchange Act of 1934, as amended. Our Internal Control was designed to provide reasonable assurance to our management and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements. All internal...

  • Page 43
    ..., Inc. Mooresville, North Carolina We have audited the accompanying consolidated balance sheets of Lowe's Companies, Inc. and subsidiaries (the "Company") as of February 1, 2013 and February 3, 2012, and the related consolidated statements of earnings, comprehensive income, shareholders' equity, and...

  • Page 44
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Lowe's Companies, Inc. Mooresville, North Carolina We have audited the internal control over financial reporting of Lowe's Companies, Inc. and subsidiaries (the "Company") as of February 1, 2013, based on...

  • Page 45
    ... 6.61 2.49 4.12% Lowe's Companies, Inc. Consolidated Statements of Comprehensive Income (In millions, except percentage data) Fiscal years ended on February 1, 2013 1,959 6 6 1,965 % Sales February 3, 2012 1,839 (8) 1 (7) 1,832 % Sales 3.66% $ (0.02) (0.02) 3.64% $ January 28, 2011 2,010 28 (2) 26...

  • Page 46
    ...Deferred revenue - extended protection plans ...Other liabilities ...Total liabilities ...Commitments and contingencies Shareholders' equity: Preferred stock - $5 par value, none issued ...Common stock - $.50 par value; Shares issued and outstanding February 1, 2013 ...February 3, 2012 ...Capital in...

  • Page 47
    Lowe's Companies, Inc. Consolidated Statements of Shareholders' Equity Capital in Excess of Par Value $ 6 Accumulated Other Comprehensive Income/(Loss) $ 27 Total Shareholders' Equity $ 19,069 (In millions) Balance January 29, 2010 Comprehensive income: Net earnings ...Other comprehensive income......

  • Page 48
    Lowe's Companies, Inc. Consolidated Statements of Cash Flows (In millions) Fiscal years ended on Cash flows from operating activities: Net earnings ...Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization ...Deferred income taxes ...Loss on...

  • Page 49
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED FEBRUARY 1, 2013, FEBRUARY 3, 2012 AND JANUARY 28, 2011 NOTE 1: Summary of Significant Accounting Policies Lowe's Companies, Inc. and subsidiaries (the Company) is the world's second-largest home improvement retailer and operated 1,754 stores in...

  • Page 50
    ... financial instruments for trading purposes. Credit Programs - The majority of the Company's accounts receivable arises from sales of goods and services to commercial business customers. The Company has an agreement with GE Capital Retail (GE) under which GE purchases at face value commercial...

  • Page 51
    ...-sale. Impairment losses are included in SG&A expense in the consolidated statements of earnings. Fair value measurements associated with long-lived asset impairments are further described in Note 2 to the consolidated financial statements. During 2011, the Company closed 27 underperforming stores...

  • Page 52
    ... are accounted for under the equity method. The balance of these investments is included in other assets (noncurrent) in the accompanying consolidated balance sheets. The balance is increased to reflect the Company's capital contributions and equity in earnings of the investees. The balance is...

  • Page 53
    ...date of last stored-value card use. Extended Protection Plans - The Company sells separately-priced extended protection plan contracts under a Lowe'sbranded program for which the Company is ultimately self-insured. The Company recognizes revenue from extended protection plan sales on a straight-line...

  • Page 54
    ... Costs - Costs of opening new or relocated retail stores, which include payroll and supply costs incurred prior to store opening and grand opening advertising costs, are charged to expense as incurred. Comprehensive Income - The Company reports comprehensive income in its consolidated statements...

  • Page 55
    ...manages its business. Key operating decisions are made at the Company level in order to maintain a consistent retail store presentation. The Company's home improvement retail stores sell similar products and services, use similar processes to sell those products and services, and sell their products...

  • Page 56
    ... recent cash flow trends and an unfavorable sales outlook, resulting in an impairment loss of $55 million. The discounted cash flow model used to estimate the fair value of the impaired operating locations assumed average annual sales growth rates ranging from 2.0% to 4.0% over the remaining life of...

  • Page 57
    ..., accounts receivable, accounts payable, accrued liabilities and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. The fair values of the Company's unsecured...

  • Page 58
    ... as long-term at February 1, 2013, will mature in one to 37 years, based on stated maturity dates. The Company elected the fair value option for certain investments previously maintained in conjunction with certain employee benefit plans. These investments were reported as trading securities, which...

  • Page 59
    ... were no charges associated with one-time employee termination benefits for 2012. NOTE 6: Short-Term Borrowings and Lines of Credit The Company has a $1.75 billion senior credit facility that expires in October 2016. The senior credit facility supports the Company's commercial paper program and has...

  • Page 60
    ... date for presentation purposes in the table above. The notes contain certain restrictive covenants, none of which is expected to impact the Company's capital resources or liquidity. The Company was in compliance with all covenants of these agreements at February 1, 2013. In April 2010, the Company...

  • Page 61
    ...50 par value) at February 1, 2013 and February 3, 2012. The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private off-market transactions. Shares purchased under the repurchase program are retired and returned to...

  • Page 62
    ...Company recognized share-based payment expense in SG&A expense in the consolidated statements of earnings totaling $100 million, $107 million and $115 million in 2012, 2011 and 2010, respectively. The total associated income tax benefit recognized was $33 million, $32 million and $38 million in 2012...

  • Page 63
    ... of targeted RONCAA, which is considered a performance condition, are classified as equity awards and are valued at the market price of a share of the Company's common stock on the date of grant less the present value of dividends expected during the requisite service period. The weighted-average...

  • Page 64
    ... targeted Company improvement in brand differentiation, which is not considered a market, performance, or service related condition, are classified as liability awards and are measured at fair value at each reporting date. The awards are valued at the market price of a share of the Company's common...

  • Page 65
    ... value at each reporting date, and the share-based payment expense is recognized over the six-month offering period. During 2012, the Company issued 2.9 million shares of common stock and recognized $13 million of share-based payment expense pursuant to the plan. NOTE 10: Employee Retirement Plans...

  • Page 66
    ... net operating losses in the accompanying consolidated balance sheets. Given the uncertainty regarding the realization of foreign net deferred tax assets, the Company recorded cumulative valuation allowances of $142 million and $101 million at February 1, 2013, and February 3, 2012, respectively...

  • Page 67
    ...-average number of common shares as of the balance sheet date, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table reconciles earnings per common share for 2012, 2011 and 2010: (In millions, except per share data) Basic earnings per common share...

  • Page 68
    ... were not material to the Company's consolidated financial statements. As of February 1, 2013, the Company had non-cancelable commitments of $945 million related to certain marketing and information technology programs, and purchases of merchandise inventory. Payments under these commitments are...

  • Page 69
    ...$ $ (Dollars in millions) Plumbing ...Appliances ...Tools & Outdoor Power Equipment ...Lawn & Garden ...Fashion Electrical ...Lumber...Seasonal Living ...Paint ...Home Fashions, Storage & Cleaning ...Flooring ...Millwork ...Building Materials ...Hardware ...Cabinets & Countertops ...Other ...Totals...

  • Page 70
    ... (UNAUDITED) The following table summarizes the quarterly consolidated results of operations for 2012 and 2011: (In millions, except per share data) Net sales ...Gross margin...Net earnings ...Basic earnings per common share...Diluted earnings per common share ...First $ 13,153 4,564 527 0.43 $ 0.43...

  • Page 71
    ... (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management's report on internal control over financial reporting (as such term is defined in...

  • Page 72
    ... the SEC within 120 days after the fiscal year ended February 1, 2013 (the Proxy Statement). The information required by this item with respect to our executive officers appears in Part I of this Annual Report on Form 10-K under the caption, "Executive Officers and Certain Significant Employees of...

  • Page 73
    ... Financial Statement Schedules a) 1. Financial Statements See the following items and page numbers appearing in Item 8 of this Annual Report on Form 10-K: Page(s) 29 31 31 Reports of Independent Registered Public Accounting Firm Consolidated Statements of Earnings for each of the three fiscal years...

  • Page 74
    .... (4): Represents an increase in the required reserve based on the Company's evaluation of deferred tax assets. (5): Represents claim payments for self-insured claims. (6): Represents lease payments and adjustments, net of sublease income, and payments for one-time employee termination benefits. 60

  • Page 75
    3. Exhibits Exhibit Number 3.1 3.2 Incorporated by Reference File No. Exhibit Filing Date 001-07898 3.1 September 1, 2009 001-07898 3.1 August 27, 2012 Exhibit Description Restated Charter of Lowe's Companies, Inc. Bylaws of Lowe's Companies, Inc., as amended and restated. Indenture, dated as of ...

  • Page 76
    ... Compensation Plan, effective July 1, 1994. * 10.3 Lowe's Companies Employee Stock Purchase Plan - Stock Options for Everyone, as amended and restated effective June 1, 2012.* 10.4 Lowe's Companies, Inc. 1997 Incentive Plan.* 62 Form 8-K Incorporated by Reference File No. Exhibit(s) Filing Date...

  • Page 77
    ...Deferred Stock Unit Plan.* 10.18 Form of Lowe's Companies, Inc. Deferred Stock Unit Agreement for Directors.* 10.19 Form of Lowe's Companies, Inc. Restricted Stock Award Agreement.* 10.20 Form of Lowe's Companies, Inc. Performance Share Unit Award Agreement.* 10.21 Lowe's Companies, Inc. 2011 Annual...

  • Page 78
    ....* 10.24 Amendment No. 1 to the Lowe's Companies, Inc. Deferred Compensation Program.* 10.25 Amendment No. 2 to the Lowe's Companies, Inc. Deferred Compensation Program.* 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges. ‡ 21 List of Subsidiaries. ‡ 23 Consent of Deloitte...

  • Page 79
    ... Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LOWE'S COMPANIES, INC. (Registrant) April 1, 2013 Date By: /s/ Robert A. Niblock Robert A. Niblock Chairman of the Board, President and Chief Executive Officer By: /s/ Robert F. Hull, Jr...

  • Page 80
    ...of the Board, President, Chief Executive Officer and Director April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date April 1, 2013 Date Director Director Director...

  • Page 81
    ...: Earnings Before Income Taxes ...$ Fixed Charges...Capitalized Interest 1 ...Adjusted Earnings ...$ Fixed Charges: Interest Expense 2 ...Rental Expense 3...Total Fixed Charges ...$ Ratio of Earnings to Fixed Charges ...1 Fiscal Years Ended On January 29, January 28, February 3, 2010 2011 2012...

  • Page 82
    ... and Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. April 1, 2013 Date /s/ Robert A. Niblock Robert A. Niblock Chairman of the Board, President and Chief Executive Officer (b)

  • Page 83
    ... and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. April 1, 2013 Date /s/ Robert F. Hull, Jr Robert F. Hull, Jr Chief Financial Officer (b)

  • Page 84
    ... Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert A. Niblock Robert A. Niblock Chairman of the Board, President and Chief Executive Officer April 1, 2013

  • Page 85
    ... Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert F. Hull, Jr. Robert F. Hull, Jr. Chief Financial Officer April 1, 2013

  • Page 86
    ..., President and Chief Executive Officer, VF Corporation, Greensboro, NC Peter C. Browning1*,3,4 Managing Director, Peter Browning Partners, Charlotte, NC Committee Membership 1-Audit Committee 2-Compensation Committee 3-Executive Committee 4-Governance Committee *2012 Committee Chairman Richard...

  • Page 87
    ...Governance Guidelines, Board of Directors Committee Charters, Code of Business Conduct and Ethics, and Social Responsibility Report, as well as other financial information. Corporate Offices 1000 Lowe's Boulevard Mooresville, NC 28117 704-758-1000 Stock Trading Information Lowe's common stock (LOW...

  • Page 88
    Lowe's Companies, Inc. 1000 Lowe's Boulevard Mooresville, NC 28117 www.Lowes.com