8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 11, 2011

LOWE'S COMPANIES, INC.

(Exact name of registrant as specified in its charter)

North Carolina	1-7898	56-0578072
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

1000 Lowe's Blvd., Mooresville, NC	28117
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(704) 758-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

On November 14, 2011, Lowe’s Companies, Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for its third quarter ended October 28, 2011.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 2.02 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)           On November 11, 2011, the Board of Directors (the “Board”) of the Company elected Eric C. Wiseman, Chairman, President and Chief Executive Officer of VF Corporation, to the Company’s Board as a director with a term expiring at the Company’s 2012 annual meeting of shareholders.  Concurrent with his election as a director, Mr. Wiseman was appointed to the Compensation Committee and the Governance Committee of the Board.  There are no arrangements or understandings between Mr. Wiseman and any other persons pursuant to which he was selected as a director.  Additionally, there are no transactions involving the Company and Mr. Wiseman that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Wiseman will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2011, as adjusted by the Board from time to time.

A copy of the press release announcing Mr. Wiseman’s election is furnished as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

                99.1 Press Release dated November 14, 2011 announcing the financial results of the Company for its third quarter ended October 28, 2011

                99.2 Press Release dated November 11, 2011 announcing Eric Wiseman's election to the Company's Board

SIGNATURE

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 hereunto duly authorized.

	LOWE'S COMPANIES, INC.
Date: November 14, 2011	By:	/s/ Matthew V. Hollifield
		Matthew V. Hollifield
		Senior Vice President and Chief Accounting Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated November 14, 2011 announcing the financial results of the Company for its third quarter ended October 28, 2011
99.2	Press Release dated November 11, 2011 announcing Eric Wiseman's election to the Company's Board

EX-99.1

Exhibit 99.1

November 14, 2011

For 6:00 am ET Release

Contacts:	Shareholders’/Analysts’ Inquiries:	Media Inquiries:
	Tiffany Mason	Chris Ahearn
	704-758-2033	704-758-2304

LOWE’S REPORTS THIRD QUARTER SALES AND EARNINGS RESULTS

-- Charges for Store Closings and Discontinued Projects Reduced Earnings Per Share by $0.17--

MOORESVILLE, N.C.  – Lowe’s Companies, Inc. (NYSE: LOW), the world’s second largest home improvement retailer, today reported net earnings of $225 million for the quarter ended October 28, 2011, a 44.3 percent decline from the same period a year ago.  Diluted earnings per share decreased 37.9 percent to $0.18 from $0.29 in the third quarter of 2010.  For the nine months ended October 28, 2011, net earnings decreased 12.1 percent from the same period a year ago to $1.52 billion while diluted earnings per share decreased 3.3 percent to $1.17.

Included in the above reported results are charges related to store closings and discontinued projects which, in the aggregate, reduced pre-tax earnings for the quarter by $336 million and diluted earnings per share by $0.17.

Sales for the quarter increased 2.3 percent to $11.9 billion, up from $11.6 billion in the third quarter of 2010.  For the nine months ended October 28, 2011, sales were $38.6 billion, an increase of 0.6 percent from the same period a year ago.  Comparable store sales for the third quarter increased 0.7 percent and for the first nine months of 2011 decreased 1.0 percent.

"Our performance is not at the level we expect relative to the market," commented Robert A. Niblock, Lowe’s chairman, president and CEO.  "We are making the changes necessary to right size the organization, improve speed to market and enhance the shopping experience.  We are keenly focused on improving our core business while also developing new capabilities and services for the future.  I am confident we are moving forward on a clear path that is not dependent on an unlikely near-term economic recovery.  

“I would like to thank our hard-working employees for their ongoing dedication and customer focus during a time of significant change,” Niblock added.

During the quarter, Lowe’s opened eight stores.  As of October 28, 2011, Lowe’s operated 1,744 stores in the United States, Canada and Mexico representing 196.5 million square feet of retail selling space, a 0.5 percent increase over last year.

A conference call to discuss third quarter 2011 operating results is scheduled for today (Monday, November 14) at 9:00 am ET.  The conference call will be available through a webcast and can be accessed by visiting Lowe’s website at www.Lowes.com/investor and clicking on Lowe’s Third Quarter 2011 Earnings Conference Call Webcast.  A replay of the call will be archived on Lowes.com until February 26, 2012.

 Lowe’s Business Outlook

Fourth Quarter 2011 – a 14-week Quarter (comparisons to fourth quarter 2010 – a 13-week quarter)

·   Total sales are expected to increase approximately 8 percent, including the 14th week

·   The 14th week is expected to increase total sales by approximately 7 percent

·   The company expects comparable store sales of flat to 1 percent

·   Earnings before interest and taxes as a percentage of sales (operating margin) are expected to decrease approximately 50 basis points, which includes approximately 10 basis points impact from additional expenses associated with previously announced store closings

·   Depreciation expense is expected to be approximately $370 million

·   Diluted earnings per share of $0.20 to $0.23 are expected

·   Lowe’s fourth quarter ends on February 3, 2012 with operating results to be publicly released on Monday, February 27, 2012

Fiscal Year 2011 – a 53-week Year (comparisons to fiscal year 2010 – a 52-week year)

·   Total sales are expected to increase 2 to 3 percent, including the 53rd week

·   The 53rd week is expected to increase total sales by approximately 1.5 percent

·   The company expects comparable store sales to decline approximately 1 percent

·   The company expects to open approximately 25 stores in 2011

·   Earnings before interest and taxes as a percentage of sales (operating margin) are expected to decrease 80 to 90 basis points, which includes approximately 80 basis points impact from charges associated with store closings and discontinued projects

·   Depreciation expense is expected to be approximately $1.5 billion

·   Diluted earnings per share of $1.37 to $1.40 are expected for the fiscal year ending February 3, 2012, which includes approximately $0.20 per share impact from charges associated with store closings and discontinued projects

 Disclosure Regarding Forward-Looking Statements

This news release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Statements of the company's expectations for sales growth, comparable store sales, earnings and performance, capital expenditures, store openings, the housing market, the home improvement industry, demand for services, share repurchases and any statement of an assumption underlying any of the foregoing, constitute "forward-looking statements" under the Act.   Although the company believes that the expectations, opinions, projections, and comments reflected in its forward-looking statements are reasonable, it can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results expressed or implied by our forward-looking statements including, but not limited to, changes in general economic conditions, such as continued high rates of unemployment, interest rate and currency fluctuations, higher fuel and other energy costs, slower growth in personal income, changes in consumer spending, changes in the rate of housing turnover, the availability and increasing regulation of consumer credit and of mortgage financing, inflation or deflation of commodity prices and other factors which can negatively affect our customers, as well as our ability to: (i) respond to adverse trends in the housing industry, such as the psychological effects of falling home prices, and in the level of repairs, remodeling, and additions to existing homes, as well as a general reduction in commercial building activity; (ii) secure, develop, and otherwise implement new technologies and processes designed to enhance our efficiency and competitiveness; (iii) attract, train, and retain highly-qualified associates; (iv) locate, secure, and successfully develop new sites for store development particularly in major metropolitan markets; (v) respond to fluctuations in the prices and availability of services, supplies, and products; (vi) respond to the growth and impact of competition; (vii) address changes in existing or new laws or regulations that affect consumer credit, employment/labor, trade, product safety, transportation/logistics, energy costs, health care, tax or environmental issues; and (viii) respond to unanticipated weather conditions that could adversely affect sales. In addition, we could experience additional impairment losses if the actual results of our operating stores are not consistent with the assumptions and judgments we have made in estimating future cash flows and determining asset fair values. For more information about these and other risks and uncertainties that we are exposed to, you should read the "Risk Factors" and "Critical Accounting Policies and Estimates" included in our Annual Report on Form 10-K to the United States Securities and Exchange Commission (the “SEC”) and the description of material changes therein or updated version thereof, if any, included in our Quarterly Reports on Form 10-Q.

The forward-looking statements contained in this news release are based upon data available as of the date of this release or other specified date and speak only as of such date.  All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf about any of the matters covered in this release are qualified by these cautionary statements and in the “Risk Factors” included in our Annual Report on Form 10-K to the SEC and the description of material changes, if any, therein included in our Quarterly Reports on Form 10-Q.  We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, change in circumstances, future events, or otherwise.

With fiscal year 2010 sales of $48.8 billion, Lowe's Companies, Inc. is a FORTUNE® 50 company that serves approximately 15 million customers a week at more than 1,725 home improvement stores in the United States, Canada and Mexico. Founded in 1946 and based in Mooresville, N.C., Lowe's is the second-largest home improvement retailer in the world. For more information, visit Lowes.com.

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Lowe's Companies, Inc.
Consolidated Statements of Current and Retained Earnings (Unaudited)
In Millions, Except Per Share Data
	Three Months Ended										Nine Months Ended
	October 28, 2011					October 29, 2010					October 28, 2011					October 29, 2010
Current Earnings	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
Net sales	$	11,852			100.00	$	11,587			100.00	$	38,579			100.00	$	38,335			100.00
Cost of sales		7,815			65.94		7,526			64.95		25,208			65.34		24,909			64.98
Gross margin		4,037			34.06		4,061			35.05		13,371			34.66		13,426			35.02
Expenses:
Selling, general and administrative		3,233			27.27		2,931			25.30		9,583			24.84		9,214			24.03
Depreciation		361			3.05		399			3.44		1,098			2.84		1,194			3.12
Interest - net		91			0.77		80			0.69		269			0.70		246			0.64
Total expenses		3,685			31.09		3,410			29.43		10,950			28.38		10,654			27.79
Pre-tax earnings		352			2.97		651			5.62		2,421			6.28		2,772			7.23
Income tax provision		127			1.07		247			2.13		904			2.35		1,047			2.73
Net earnings	$	225			1.90	$	404			3.49	$	1,517			3.93	$	1,725			4.50
Weighted average common shares outstanding - basic		1,250					1,390					1,283					1,415
Basic earnings per common share (1)	$	0.18				$	0.29				$	1.17				$	1.21
Weighted average common shares outstanding - diluted		1,252					1,392					1,286					1,417
Diluted earnings per common share (1)	$	0.18				$	0.29				$	1.17				$	1.21
Cash dividends per share	$	0.14				$	0.11				$	0.39				$	0.31
Retained Earnings
Balance at beginning of period	$	16,060				$	18,454				$	17,371				$	18,307
Net earnings		225					404					1,517					1,725
Cash dividends		(176	)				(154	)				(498	)				(440	)
Share repurchases		-					(560	)				(2,281	)				(1,448	)
Balance at end of period	$	16,109				$	18,144				$	16,109				$	18,144
(1)Under the two-class method, earnings per share is calculated using net earnings allocable to common shares, which is derived by reducing net earnings by the earnings allocable to participating securities. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $223 million for the three months ended October 28, 2011 and $400 million for the three months ended October 29, 2010. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $1,505 million for the nine months ended October 28, 2011 and $1,710 million for the nine months ended October 29, 2010.

Lowe's Companies, Inc.
Consolidated Balance Sheets
In Millions, Except Par Value Data
		(Unaudited)		(Unaudited)
		October 28, 2011		October 29, 2010		January 28, 2011
Assets
Current assets:
Cash and cash equivalents		$	675	$	1,078	$	652
Short-term investments			294		659		471
Merchandise inventory - net			8,990		8,543		8,321
Deferred income taxes - net			237		202		193
Other current assets			227		219		330
Total current assets			10,423		10,701		9,967
Property, less accumulated depreciation			21,888		22,180		22,089
Long-term investments			705		865		1,008
Other assets			850		595		635
Total assets		$	33,866	$	34,341	$	33,699
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt		$	590	$	36	$	36
Accounts payable			5,242		4,959		4,351
Accrued compensation and employee benefits			622		678		667
Deferred revenue			789		802		707
Other current liabilities			1,913		1,533		1,358
Total current liabilities			9,156		8,008		7,119
Long-term debt, excluding current maturities			6,025		5,539		6,537
Deferred income taxes - net			322		456		467
Deferred revenue - extended protection plans			687		621		631
Other liabilities			867		825		833
Total liabilities			17,057		15,449		15,587
Shareholders' equity:
Preferred stock - $5 par value, none issued			-		-		-
Common stock - $.50 par value;
Shares issued and outstanding
October 28, 2011	1,260
October 29, 2010	1,394
January 28, 2011	1,354		630		697		677
Capital in excess of par value			24		6		11
Retained earnings			16,109		18,144		17,371
Accumulated other comprehensive income			46		45		53
Total shareholders' equity			16,809		18,892		18,112
Total liabilities and shareholders' equity		$	33,866	$	34,341	$	33,699

Lowe's Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
	Nine Months Ended
	October 28, 2011			October 29, 2010
Cash flows from operating activities:
Net earnings	$	1,517		$	1,725
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		1,171			1,272
Deferred income taxes		(200	)		(147	)
Loss on property and other assets - net		407			72
Share-based payment expense		81			84
Net changes in operating assets and liabilities:
Merchandise inventory - net		(669	)		(288	)
Other operating assets		126			(25	)
Accounts payable		892			668
Other operating liabilities		567			472
Net cash provided by operating activities		3,892			3,833
Cash flows from investing activities:
Purchases of investments		(1,200	)		(2,033	)
Proceeds from sale/maturity of investments		1,672			1,206
Increase in other long-term assets		(217	)		(53	)
Property acquired		(1,264	)		(1,012	)
Proceeds from sale of property and other long-term assets		26			24
Net cash used in investing activities		(983	)		(1,868	)
Cash flows from financing activities:
Net proceeds from issuance of long-term debt		-			991
Repayment of long-term debt		(28	)		(542	)
Proceeds from issuance of common stock under share-based payment plans		55			63
Cash dividend payments		(470	)		(418	)
Repurchase of common stock		(2,434	)		(1,616	)
Other - net		(9	)		1
Net cash used in financing activities		(2,886	)		(1,521	)
Effect of exchange rate changes on cash		-			2
Net increase in cash and cash equivalents		23			446
Cash and cash equivalents, beginning of period		652			632
Cash and cash equivalents, end of period	$	675		$	1,078

EX-99.2

Exhibit 99.2

For Immediate Release	Contact:	Media: Chris Ahearn	Shareholders: Tiffany Mason
Nov. 11, 2011		Lowe’s Companies, Inc.	Lowe’s Companies, Inc.
		704-758-2304 chris.c.ahearn@lowes.com	704-758-2033 tiffany.l.mason@lowes.com

LOWE’S NAMES ERIC WISEMAN TO BOARD OF DIRECTORS

MOORESVILLE, N.C.  – Lowe’s Companies, Inc. (NYSE: LOW) announced today the appointment of Eric C. Wiseman, 56, to its board of directors. He will serve on the board’s compensation and governance committees. With today’s announcement, Lowe’s board of directors is comprised of 11 members, 10 of whom are independent.

Wiseman is chairman, president and CEO of VF Corporation. Based in Greensboro, N.C., VF Corporation (NYSE: VFC) is the world’s largest apparel company, whose top brands include The North Face®, Timberland®, Vans®, Wrangler® and Lee®. Before being named CEO in January 2008, Wiseman served as president and chief operating officer from 2006 to 2007, responsible for VF’s global business and day-to-day operations.

Wiseman holds a bachelor’s degree in business and an MBA from Wake Forest University. He serves on the board of directors of CIGNA Corporation and on the board of visitors of Wake Forest Schools of Business.

“Eric is an innovative thinker with significant management experience leading top consumer brands,” said Robert A. Niblock, Lowe’s chairman, president and CEO. “His deep consumer insight and executive experience make him a great addition to Lowe’s board.”

With fiscal year 2010 sales of $48.8 billion, Lowe’s Companies, Inc. is a FORTUNE® 50 company that serves approximately 15 million customers a week at more than 1,725 home improvement stores in the United States, Canada and Mexico. Founded in 1946 and based in Mooresville, N.C., Lowe’s is the second-largest home improvement retailer in the world. For more information, visit Lowes.com.

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