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) February 23, 2004

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

Item 7.	Financial Statements and Exhibits (c) Exhibits.
	99.1    Press Release dated February 23, 2004, announcing the financial results of Lowe's  Companies, Inc. (the "Company") for its fourth quarter and year ended January 30, 2004.
Item 12.	Results of Operations and Financial Condition On February 23, 2004, the Company issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company's financial results for the quarter and year ended January 30, 2004. The information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K 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.

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 thereunto duly authorized.

	LOWE'S COMPANIES, INC.
February 23, 2004 Date	/s/Kenneth W. Black, Jr. Kenneth W. Black, Jr. Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX
 

Exhibit No.	Description
99.1	Press Release dated February 23, 2004, announcing the Company's financial results for its fourth quarter and year ended January 30, 2004

EX-99

Exhibit 99.1

February 23, 2004
For 7:00 am EDT Release

Contacts:	Shareholders'/Analysts' Inquiries:	Media Inquiries:
	Paul Taaffe	Chris Ahearn
	704-758-2033	704-758-2304

LOWE'S REPORTS RECORD EARNINGS FOR FOURTH QUARTER 

-- Fourth Quarter Net Earnings Increased 28 Percent --

-- Fourth  Quarter Total Sales Increased 20 Percent --

MOORESVILLE, N.C. - Lowe's Companies, Inc. (NYSE: LOW), the world's second largest home improvement retailer, today reported 

net earnings of $407 million for the quarter ended January 30, 2004, a 27.6 percent increase over the same period a year ago.   Diluted earnings 

per share increased 27.5 percent to $0.51 from $0.40 in the fourth quarter of 2002.  For the year ended January 30, 2004, net earnings grew 

27.6 percent to $1.88 billion while diluted earnings per share increased 26.5 percent to $2.34.

Sales for the quarter increased 20.1 percent to $7.25 billion, up from $6.04 billion in the fourth quarter of 2002.  Comparable store sales for the 

fourth quarter increased 7.3 percent.  For the year ended January 30, 2004, sales increased 18.1 percent to $30.8 billion.  Comparable store 

sales increased 6.7 percent for fiscal 2003.  All sales figures are from continuing operations and exclude sales from the Contractor Yard 

locations.

On January 30, 2004, Lowe's completed the previously announced sale of 26 commodity-focused locations operating under the Contractor 

Yard name.  The Contractor Yard locations are reported as discontinued operations in the Consolidated Statements of Current and Retained 

Earnings.

"This year's outstanding results are further evidence that Lowe's strategic course is a proven success," said Robert L. Tillman, Lowe's chairman 

and CEO.  "Our employees' diligent efforts led to what was among the best two-year performances in all of retail.  We're confident we have 

our finger on the pulse of consumer and business trends and will continue to build on our successful operating model to maintain our premier 

position in retailing well into the future."

"Despite the weather-driven challenges we faced in the first quarter of 2003, our management team and dedicated employees kept their eye on 

the ball and delivered an outstanding year on top of a phenomenal performance in 2002," explained Lowe's President Robert A. Niblock.  

"We continue to see strong results from our metro-market expansion, and our up-the-continuum merchandising strategy and branding initiatives 

continue to provide our customers the best products and services to meet their home improvement needs.  The key ingredient in this formula 

remains our outstanding customer service, which we continue to deliver in an aspirational store environment."

During the quarter, Lowe's opened 47 new stores, including one relocation.  As of January 30, 2004, Lowe's operated 952 stores in 45 states 

representing 108.8 million square feet of retail selling space, a 14.8 percent increase over last year.

A conference call to discuss fourth quarter and fiscal year 2003 operating results is scheduled for today (Monday, February 23) at 9:00 a.m. 

EST.  Please dial 888-817-4020 (international callers dial 706-679-3245) to participate.  A webcast of the call will take place simultaneously 

and can be accessed by visiting Lowe's website at www.Lowes.com/investor and clicking on Lowe's Fourth Quarter and Fiscal Year 2003 

Earnings Conference Call Webcast.  A replay of the call will be archived on Lowes.com for 7 days.

Emerging Issues Task Force Issue 02-16

The impact of Emerging Issues Task Force ("EITF") Issue 02-16, "Accounting by a Customer (including a Reseller) for Certain Consideration 

Received from a Vendor", will be recognized in 2004 and modifies accounting for certain funds received from vendors.

Prior to 2004, funds from vendors for co-op advertising and in-store services were allowed to be treated as a direct offset to the associated 

expense.  EITF 02-16 requires retailers to treat certain of these funds as a reduction of cost of goods, recognizing the benefit when the 

inventory is sold.  There is no impact to the timing of when the funds are received from vendors or the associated cash flows, but there is an 

impact to the timing of income recognition.

Lowe's Business Outlook

This outlook is based on current expectations and includes "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 comments reflected in such forward-looking statements are 

reasonable, it can give no assurance that such expectations will prove to be correct. 

First Quarter 2004 (comparisons to first quarter 2003)

• The company expects to open 29 stores reflecting square footage growth of approximately 15 percent

• Total sales are expected to increase 18 to 19 percent

• The company expects to report comparable store sales of 6 to 7 percent

• Including the estimated 200 basis point negative impact of adopting EITF 02-16, operating margin (defined as gross margin less SG&A 

  and depreciation) is expected to decline 130 to 140 basis points

• Store opening costs are expected to be approximately $25 million

• Including the estimated $0.13 negative impact of adopting EITF 02-16, diluted earnings per share of $0.52 to $0.54 are expected.  

  Excluding the impact of adopting the accounting change, diluted earnings per share of $0.65 to $0.67 would be expected.

• Lowe's first quarter ends on April 30, 2004 with operating results to be publicly released on Monday, May 17, 2004

Fiscal Year 2004 (comparisons to fiscal year 2003) 

• The company expects to open 140 stores in 2004 reflecting total square footage growth of approximately 14 percent

• Total sales are expected to increase approximately 17 percent for the year

• The company expects to report a comparable store sales increase of 5 to 6 percent

• Including the estimated 50 basis point negative impact of adopting EITF 02-16, operating margin (defined as gross margin less SG&A 

  and depreciation) is expected to decline 20 to 30 basis points

• Store opening costs are expected to be approximately $137 million

• Including the estimated $0.13 negative impact of adopting EITF 02-16, diluted earnings per share of $2.63 to $2.66 are expected for the 

  fiscal year ending January 28, 2005.  Excluding the impact of adopting the accounting change, diluted earnings per share of $2.76 

  to $2.79 would be expected.

Fiscal Year 2005 (comparisons to fiscal year 2004) 

• The company expects to open 150 stores in 2005 reflecting total square footage growth of 13 to 14 percent

• Total sales are expected to increase approximately 17 percent for the year

• Operating margin (defined as gross margin less SG&A and depreciation) is expected to increase 40 to 60 basis points

• Diluted earnings per share of $3.29 to $3.34 are expected for the fiscal year ending January 27, 2006

Additional supporting documents detailing the impact of discontinued operations and the effect of implementing EITF 02-16 can be found on 

www.Lowes.com/investor.

This news release includes statements, estimates or projections that constitute "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 comments reflected in such forward-looking 

statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Possible risks and uncertainties regarding 

these statements include, but are not limited to, changes in domestic economic conditions, the availability of real estate for expansion and its 

successful development, particularly in major metropolitan markets, the availability of sufficient labor to facilitate growth, fluctuations in prices 

and availability of product, unanticipated impact of competition, legal or regulatory developments, and weather conditions that affect sales.  

We provide additional information regarding these and other risks and uncertainties in our filings with the Securities and Exchange Commission.  

The forward-looking statements contained in this news release speak only as of this date and we do not assume any obligation to update them.

With fiscal year 2003 sales of $30.8 billion, Lowe's Companies, Inc. is a FORTUNE 100 company that serves approximately 10 million 

customers a week at more than 950 home improvement stores in 45 states. In 2003, FORTUNE named Lowe's America's Most Admired 

Specialty Retailer. Based in Mooresville, N.C., the 58-year old company is the second-largest home improvement retailer in the world. For 

more information, visit Lowes.com

###

Lowe's Companies, Inc. Consolidated Balance Sheets In Millions, Except Par Value Data
			January 30, 2004	January 31, 2003
Assets
	Current assets:
	Cash and cash equivalents		$      1,446	$        853
	Short-term investments		178	273
	Accounts receivable - net		131	172
	Merchandise inventory		4,584	3,968
	Deferred income taxes		59	58
	Other assets		289	244
	Total current assets		6,687	5,568
	Property, less accumulated depreciation		11,945	10,352
	Long-term investments		169	29
	Other assets		241	160
	Total assets		$ 19,042	$ 16,109
Liabilities and Shareholders' Equity
	Current liabilities:
	Short-term borrowings		$         -	$       50
	Current maturities of long-term debt		77	29
	Accounts payable		2,366	1,943
	Employee retirement plans		74	88
	Accrued salaries and wages		335	306
	Other current liabilities		1,516	1,162
	Total current liabilities		4,368	3,578
	Long-term debt, excluding current maturities		3,678	3,736
	Deferred income taxes		657	478
	Other long-term liabilities		30	15
	Total liabilities		8,733	7,807
	Shareholders' equity:
	Preferred stock - $5 par value, none issued		-	-
	Common stock - $.50 par value;
	Shares Issued and Outstanding
	January 30, 2004	787
	January 31, 2003	782	394	391
	Capital in excess of par		2,237	2,023
	Retained earnings		7,677	5,887
	Accumulated other comprehensive income		1	1
	Total shareholders' equity		10,309	8,302
	Total liabilities and shareholders' equity		$  19,042	$ 16,109

Lowe's Companies, Inc. Consolidated Statements of Current and Retained Earnings In Millions, Except Per Share Data
	Three Months Ended				Year Ended
	January 30, 2004		January 31, 2003		January 30, 2004		January 31, 2003
Current Earnings	Amount	Percent	Amount	Percent	Amount	Percent	Amount	Percent
Net Sales	$  7,252	100.00	$  6,037	100.00	$  30,838	100.00	$  26,112	100.00
Cost of Sales	4,931	68.00	4,119	68.23	21,231	68.85	18,164	69.56
Gross Margin	2,321	32.00	1,918	31.77	9,607	31.15	7,948	30.44
Expenses:
Selling, general and administrative	1,378	19.00	1,151	19.07	5,543	17.97	4,676	17.91
Store opening costs	45	0.62	40	0.66	128	0.42	129	0.49
Depreciation	203	2.80	168	2.78	758	2.46	622	2.38
Interest	45	0.62	45	0.75	180	0.58	182	0.70
Total expenses	1,671	23.04	1,404	23.26	6,609	21.43	5,609	21.48
Pre-tax earnings	650	8.96	514	8.51	2,998	9.72	2,339	8.96
Income tax provision	249	3.43	197	3.26	1,136	3.68	880	3.38
Earnings from continuing operations	$    401	5.53	$     317	5.25	$    1,862	6.04	$    1,459	5.58
Earnings from discontinued operations, net of tax	6	0.08	2	0.03	15	0.05	12	0.05
Net earnings	$  407	5.61	$  319	5.28	$   1,877	6.09	$   1,471	5.63
Weighted average shares outstanding - Basic	787		782		785		779
Basic earnings per share:
Continuing operations	$   0.51		$   0.41		$   2.37		$   1.87
Discontinued operations	0.01		-		0.02		0.02
Basic earnings per share	$   0.52		$    0.41		$   2.39		$    1.89
Weighted average shares outstanding - Diluted	809		801		806		800
Diluted earnings per share:
Continuing operations	$   0.50		$   0.40		$   2.32		$   1.83
Discontinued operations	0.01		-		0.02		0.02
Diluted earnings per share	$   0.51		$    0.40		$   2.34		$    1.85
Retained Earnings
Balance at beginning of period	$   7,293		$   5,587		$   5,887		$   4,482
Net earnings	407		319		1,877		1,471
Cash dividends	(23)		(19)		(87)		(66)
Balance at end of period	$   7,677		$   5,887		$   7,677		$   5,887

Lowe's Companies, Inc. Consolidated Statements of Cash Flows In Millions
		Year Ended On
		January 30, 2004	January 31, 2003	February 1, 2002
Cash Flows from Operating Activities:
	Net Earnings	$       1,877	$       1,471	$       1,023
	Earnings from discontinued operations, net of tax	(15)	(12)	(13)
	Earnings from continuing operations	1,862	1,459	1,010
	Adjustments to Reconcile Earnings from Continuing Operations to Net Cash Provided By Operating Activities:
	Depreciation and Amortization	781	641	530
	Deferred Income Taxes	178	208	42
	Loss on Disposition/Writedown of Fixed and  Other Assets	31	18	39
	Stock-based Compensation Expense	41	-	-
	Tax Effect of Stock Options Exercised	31	29	35
	Changes in Operating Assets and Liabilities:
	Accounts Receivable - Net	2	(9)	(5)
	Merchandise Inventory	(648)	(357)	(326)
	Other Operating Assets	(45)	(41)	(37)
	Accounts Payable	423	228	1
	Employee Retirement Plans	(14)	40	114
	Other Operating Liabilities	399	461	193
	Net Cash Provided by Operating Activities from Continuing Operations	3,041	2,677	1,596
Cash Flows from Investing Activities:
	Decrease (Increase) in Investment Assets:
	Short-Term Investments	139	(203)	(30)
	Purchase of Long-Term Investments	(381)	(24)	(1)
	Proceeds from Sale/Maturity of Long-Term Investments	193	-	3
	Increase in Other Long-Term Assets	(95)	(33)	(14)
	Fixed Assets Acquired	(2,444)	(2,359)	(2,196)
	Proceeds from the Sale of Fixed and Other Long-Term Assets	45	44	42
	Net Cash Used in Investing Activities from Continuing Operations	(2,543)	(2,575)	(2,196)
Cash Flows from Financing Activities:
	Net Decrease in Short-Term Borrowings	(50)	(50)	(150)
	Long-Term Debt Borrowings	-	-	1,087
	Repayment of Long-Term Debt	(29)	(63)	(63)
	Proceeds from Employee Stock Purchase Plan	51	50	38
	Proceeds from Stock Options Exercised	97	65	77
	Cash Dividend Payments	(86)	(66)	(60)
	Net Cash (Used in) Provided by Financing Activities from Continuing Operations	(17)	(64)	929
	Net Cash Provided by Discontinued Operations	112	16	14
Net Increase in Cash and Cash Equivalents		593	54	343
Cash and Cash Equivalents, Beginning of Period		853	799	456
Cash and Cash Equivalents, End of Period		$         1,446	$         853	$        799