10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 2005
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to _________

Commission file number   1-7898

LOWE'S COMPANIES,  INC.

(Exact name of registrant as specified in its charter)

NORTH CAROLINA	56-0578072
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $.50 Par Value	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x  Yes  o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x  Yes  o  No

The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of July 30, 2004, the last business day of the Company's most recent second quarter, was $33.2 billion.

The number of shares outstanding of the registrant's Common Stock, $.50 Par Value, as of April 1, 2005 was 774,421,813.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Lowe’s 2004 Annual Report to Shareholders	Parts I, II and IV
Portions of the Proxy Statement for Lowe’s 2005 Annual Meeting of Shareholders	Parts I and II

			Page
PART 1
	Item 1.	Business	3-8
	Item 2.	Properties	8
	Item 3.	Legal Proceedings	9
	Item 4.	Submission of Matters to a Vote of Security Holders	9
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
	Item 6.	Selected Financial Data	12
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
	Item 8.	Financial Statements and Supplementary Data	12
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
	Item 9A.	Controls and Procedures	12
	Item 9B.	Other Information	13
PART III
	Item 10.	Directors and Executive Officers of the Registrant	13
	Item 11.	Executive Compensation	13
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
	Item 13.	Certain Relationships and Related Transactions	13
	Item 14.	Principal Accountant Fees and Services	13
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	14-18
		Signatures	19-20

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Part I

Item 1 - Business

Lowe’s Companies, Inc.: General Information

Lowe’s Companies, Inc. is a Fortune 50 company and the world’s second largest home improvement retailer, with specific emphasis on retail do-it-yourself (DIY) customers, do-it-for-me (DIFM) customers who utilize our installation services, and Commercial Business Customers. We offer a complete line of products and services for home decorating, maintenance, repair, remodeling, and maintenance of commercial buildings. As of January 28, 2005, we operated 1,087 stores in 48 states, with 124 million square feet of retail selling space. In 2004, we were named Energy Star Retailer of the Year for the third consecutive year.

Incorporated in North Carolina in 1952, Lowe’s Companies, Inc. has been publicly held since 1961. Our common stock is listed on the New York Stock Exchange-ticker symbol “LOW.”

See Item 6, “Selected Financial Data” for historical data of revenues, profits and identifiable assets.

Who We Serve

We serve both retail and Commercial Business Customers. Retail customers primarily consist of DIY homeowners, those taking advantage of our installed sales programs, and others buying for personal and family use. Commercial Business Customers include repair and remodeling contractors, electricians, landscapers, painters, plumbers, and commercial and residential building maintenance professionals, among others.

To meet our customers’ varying needs, we combine merchandise, sales and service in categories that are relevant to them. Our stores feature a home fashions and interior design center; a lawn and garden center; an appliance center; an outdoor power equipment center; an outdoor grill and patio furniture specialty shop; a hardware store; an air conditioning, heating, plumbing and electrical supply center; a lumber yard; and building materials center.

Our Stores

New Store Expansion

Our expansion strategy led to the opening of 140 new stores in fiscal 2004 that included two prototypes: a 116,000-square-foot (116K) store for large markets and a 94,000-square-foot (94K) store to serve smaller markets. In 2005, we estimate that approximately 80% of our growth will be comprised of 116K stores in larger markets and the remaining 20% of our growth will be comprised of 94K stores in smaller markets.

	2004	2003	2002
Number of stores, beginning of fiscal year	952	854	744
New stores opened	136	125	112
Relocated stores opened	4	5	11
Stores closed (including relocated stores)	(5)	(6)	(13)
Contractor Yards sold	-	(26)	-
Number of stores, end of fiscal year	1,087	952	854

Investments in Existing Stores

In response to customer feedback, during fiscal 2004 we continued our long history of investing in our existing stores to create a more inviting shopping experience for our retail and Commercial Business Customers. This included brightening our stores, making wider aisles, adding new displays, improving point of sale signage, and adding more product selection. Listed below is how we categorize our investments in our existing stores.

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Minor Resets

Minor resets are necessary to drive comparable store sales increases and keep our stores fresh with new and innovative products. These resets involve the simple replacement of a particular product or vendor and do not require major changes in the store. We conducted hundreds of minor resets in 2004 efficiently and cost effectively.

Major Resets

A major reset is designed to make an area of our store more shoppable for our customers or to improve adjacencies within a store. In 2004, a major reset was implemented in Tool World and is now complete in over 700 stores. The new Tool World is much more shoppable with wider aisles and our new, improved open floor plan. Both DIYers and Commercial Business Customers can find what they need more quickly.

Remerchandising

In 2004, we completed the remerchandising of over 130 of our older stores, bringing them up to speed with our most current prototypes. This remerchandising focused on moving entire departments, improving adjacencies, and enhancing the shoppability within the cabinetry, appliances, flooring, and millwork departments. We were able to remerchandise these stores with only minimal disruption to our customers. Investments like these are made to differentiate our stores from the competition and better enable them to deliver the sales performance we expect.

Serving Our Customers

When customers enter our stores, our goal is to make their experience as pleasant and productive as possible. Through specialty sales initiatives such as installation and purchase advantages like Everyday Low Prices, we believe we make home improvement more attainable and affordable.

Installed Sales

Recognizing that our customers lead busy lives and may not have time to install certain components of their home improvement project, we significantly enhanced our Installed Sales model in 2004. It has proven to be a successful service initiative with an expected growth rate of approximately twice the rate of total company sales growth. We now offer installation services in over 40 categories with flooring, millwork and kitchen cabinets/countertops generating the highest sales. Under the new model, the separation of selling and administrative tasks allows our sales associates to shift their focus to project selling, while project managers ensure that the details related to an installation job are efficiently executed.

Special Order Sales (SOS)

Our special order product offering provides our customers the opportunity to select unique and expressive products beyond the 40,000 we carry in our stores. We are making the SOS process easier for our customers by enhancing ordering systems storewide, providing easy-to-use customer interfaces, integrated design tools, and electronic product catalogs.

Special order kiosks are available in departments such as appliances, walls & windows, fashion lighting, millwork, hardware, seasonal living, fashion plumbing and tools for special product ordering in addition to what is made available on Lowes.com. Whether these kiosks are electronic or literature-based, all facilitate the ability of the customer to special order.

Our SOS Express initiative in fashion plumbing is an example where advances in technology have improved the product selection process, order entry, and lead times, all of which make the special order process much more customer-friendly. A customer can work with a sales associate to build what they want. A centrally located distribution center ensures that the order is delivered quickly, with overnight or two-day delivery for most items. We are excited about the opportunity to roll this integrated process out to other categories in the near future.

Commercial Business Customer Initiatives

We continue to improve service to our Commercial Business Customers on many different fronts. Because time is money for this important customer base, we gear our selection and services so that they can find what they want when they want it. For example, we carry contractor packs, which are in-stock, economical bundles of the items Commercial Business Customers use most. Commercial Business Customers can phone or fax their order and it will be ready for pickup the same day or the next day. For added convenience, we can deliver to job sites, seven days a week in most areas. LowesForPros.com features articles, job estimate forms, e-newsletters, statistics and other vital information that Commercial Business Customers can use in their business.

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Credit Financing

We offer two proprietary credit cards: one for individual retail customers and the other for Commercial Business Customers. We also offer a co-branded Visa® credit card to selected customers through direct mail offers. Our Commercial Business Customers can also make purchases by using our specialized credit vehicles. In addition, we accept Visa®, MasterCard®, Discover® and American Express® credit cards, as well as debit cards.

Everyday Low Prices

Our customers do not have to wait for a sale to find a great value. We offer low prices every day. Our promise to our customers is that if they find a lower everyday or advertised price on an identical stock product at a local competitor, we will not only match that price, but we will beat it by 10 percent.

Self-Checkout

To meet customer expectations for convenience at all levels of the shopping experience, we tested self-checkout in some of our stores. All product types and quantities are permitted, most tender types are accepted and customer interface is bilingual.

Our Products

A typical Lowe's home improvement store stocks more than 40,000 items, with hundreds of thousands of items available through our Special Order Sales system. Each store carries a wide selection of national brand name merchandise such as Whirlpool®, KitchenAid®, Pella®, Werner®, Kohler®, DeWalt®, Troy-Bilt®, Jenn-Air®, ClosetMaid® and many more. Our merchandise selection provides the DIY retail, DIFM and Commercial Business Customer with every item they need to complete home improvement, repair, maintenance or construction projects. See page 43 of Lowe’s 2004 Annual Report to Shareholders for the table summarizing sales by product category for each of the last three fiscal years.

Lowe’s Exclusives

Our customers have high standards when it comes to product and brand mix. To further enhance their selection, we carry many brands that are exclusive to Lowe’s. These unique brands cover several categories like paint, lighting, tools, outdoor power equipment, flooring and more, and give our customers superior performance and results. Exclusive brand names such as Troy-Bilt®, American Tradition®, STAINMASTER® Premier Living™, Kobalt™, Portfolio®, Harbor Breeze®, and Top-Choice™ Lumber are synonymous only with Lowe’s.

We continue to cultivate and execute vendor alliance partnerships in an effort to enhance our market share where such partnerships are advantageous to the customer, our company and our vendors. We are also concentrating on the electronic exchange of item and order information with our vendors, improving data integrity and reducing errors, leading to fewer returns and order changes.

Global Sourcing

Excluding Installed Sales vendors, we source our products from approximately 8,000 merchandise vendors worldwide, with no single vendor accounting for more than five percent of total purchases. To the extent possible, our Global Sourcing Division purchases directly from foreign manufacturers, avoiding third-party importers. Management believes that alternative and competitive suppliers are available for virtually all its products, further increasing opportunities for product quality and gross margin improvement.

Regional Distribution Centers (RDC)

In order to maintain appropriate inventory levels in stores and to improve distribution efficiencies, we own and operate 10, highly automated RDCs. The RDCs are strategically located in North Carolina (2), Georgia (1), Indiana (1), Pennsylvania (1), Texas (1), California (1), Ohio (1), Florida (1) and Wyoming (1). Each RDC is capable of serving approximately 120 to 140 of our stores. We also began shipping from an additional RDC in Connecticut in February 2005. Over fifty percent of the merchandise we purchase is shipped through our distribution facilities, while the remaining portion is shipped directly to stores from vendors. As a part of our Rapid Response Replenishment (R3) initiative, we are increasing the shipments of product through our RDC network and increasing the frequency of RDC deliveries to our stores. As a part of the R3 initiative we will be able to move safety stock out of our stores and into our RDC network. By increasing the number of shipments to each store from our RDCs and reducing vendor-direct deliveries, we will be able to quickly and efficiently flow product to stores in the quantities necessary to support sales demand.

We own and operate 10 flatbed distribution centers to distribute merchandise that requires special handling due to size or type of packaging such as lumber, boards, panel products, irrigation pipe, vinyl sidings, ladders and building materials. We also operate a facility to handle special order plumbing products.

5

Reaching Our Customers

Television, radio, newspaper, magazine, direct mail, event sponsorships, Internet, community relations and in-store programs all play a critical role in helping us reach our customers. Each marketing initiative is based on understanding current and prospective customers in terms of demographics, needs, expectations, insights and beliefs, as these relate to home and home improvement. In 2004, we continued to build on our strong marketing campaign, while launching many new marketing programs.

Broadcast - - Television, Radio

We utilized national television to build brand awareness and positioning. This also included an investment in Hispanic and African American television. We supplemented our national broadcast in key markets with local television and radio. We also continued to foster relationships with several network partners such as HGTV (Home and Garden Television).

Print - - Newspaper, Magazine

We implemented a strong print plan in fiscal 2004 that included national magazine advertising and ROP (run of press) newspaper ads. Circulars remained a critical venue for reaching our customers with our Everyday Low Price and wide product selection.

Direct to Consumer

In fiscal 2004, we continued to introduce and redefine programs to respond to the changing needs and lifestyles of consumers. Through innovative database technology, we create relevant direct mail campaigns based on precise criteria such as purchase activity, memberships, new home purchase, even the weather. Additionally, an opt-in e-mail program that links up with Lowe’s affinity groups, including subscribers to our bi-monthly magazine Creative Ideas,® as well as Woodworkers Club and Garden Club members, fosters an ongoing relationship with customers even when they are not in a Lowe’s store.

Gift Cards

American consumers have adopted gift cards as a convenient way to make purchases. Lowe’s gift cards are no exception. In 2004, we introduced themed gift cards tailored to college/university alumni and sports fans, and the holiday season to address customers’ desire for convenient purchases. We also established several business-to-business gift card accounts so that companies can give Lowe’s gift cards as incentives and rewards. Our gift cards are key sales drivers for categories such as tools, small appliances and walls/windows.

Internet

Lowes.com is an information destination for customers all over the United States and the world. We now have over 1,000 how-to guides and buying guides online to help customers make smarter, more informed buying decisions and to empower them in their home improvement projects. A significant launch in 2004 was the online capability to purchase gift cards. Customers can now send gift cards to anyone at any time of the year with just a few clicks.

Multi-Cultural Marketing

We continued to produce marketing and communications specifically directed toward Hispanic and African American consumers. Print, direct mail and television are just a few of the channels through which we communicated with these segments of the population. To make shopping easier for our Hispanic customers, we also expanded bi-lingual signage in our stores.

NASCAR® - - Team Lowe’s Racing

As one of the world’s fastest growing sports, NASCAR is an important part of our marketing mix. We are the proud sponsor of the #48 car in the Nextel® Cup Series, the #5 car in the Busch® Series, and Lowe’s Motor Speedway. We also host hospitality events at various sites throughout the racing season, leveraging and further building membership in the Team Lowe’s Racing Fan Club.

Community Outreach

We believe community involvement extends beyond the boundaries of the traditional retail setting. Following are some examples of how we are partnering with respected organizations to make a difference in communities and in homes across America.

Habitat for Humanity

We are a national partner of Habitat for Humanity International and served as the 2004 national underwriter for Habitat for Humanity’s Women Build® program.We adopted the mission of “working together, building homes and changing lives.” The essence of Women Build is to encourage and empower women to build Habitat for Humanity homes and make home ownership a reality for families in need.

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Home Safety Council

Founded by Lowe's in 1993, the Home Safety Council is a charitable organization with a vision of creating safer American homes. In 2004, we, along with our vendors, helped reach millions of children and families with vital safety information.

Lowe’s Heroes

Recognizing that accidents can and should be prevented, the Lowe's Heroes volunteers tackle the problem at the local level. Lowe's Heroes teams are made up of employees from the local store, representatives from nonprofit organizations and concerned individuals from the community. The teams work with homeowners, community groups and schools on projects that make their homes and cities safer places to live.

American Red Cross

When a natural disaster strikes the community, we are quick to support the recovery effort with onsite volunteers, product donations and much-needed funds. As a National Partner with the American Red Cross disaster relief efforts, we (along with our customers and vendor partners) have contributed millions of dollars to the organization's recovery programs and responded to more than 150 disasters in 29 states, from hurricanes and tornadoes to earthquakes, wildfires and floods.

Lowe’s Charitable and Educational Foundation

Founded in 1957, the Lowe's Charitable and Educational Foundation (LCEF) has a long and proud history of contributing to grassroots community projects. LCEF's primary philanthropic focus areas include community and public school improvement projects, safe and affordable housing, and education scholarships for trade disciplines. LCEF provides funding only to 501(c) (3) organizations in communities where we operate stores and distribution centers.

Lowe’s Employee Relief Fund

The Lowe’s Employee Relief Fund distributes emergency funds to hundreds of employees each year who face natural disasters or unavoidable financial hardships. Employee donations to the fund are matched dollar-for-dollar by the company.  In 2004, assistance was provided to nearly 1,100 employees who suffered home damage from hurricanes, floods and fires.

Our Market

We estimate the size of the U.S. home improvement market to be approximately $500 billion, $468 billion of which comprises product demand, and $32 billion for the installed labor opportunity.  Data from a variety of primary and secondary sources, including trade associations, government publications, industry participants and other sources was analyzed as the basis for our estimate. This estimate includes import and export data and key end-use markets, such as residential repair and remodeling, and nonresidential construction and maintenance.  This data also captures a wide range of categories relevant to our business, including appliance and garden supplies.

The home improvement industry is a large, fragmented and growing market, driven in part by significant socioeconomic trends.  The increase in the median income of the “baby boomer” generation, along with their record levels of second-home ownership and desire for professional installation services are sources of the expected growth, along with strong housing turnover, and the aging of the housing stock. In addition, individuals are purchasing their first homes at a younger age, and there has been an overall increase in consumer interest in home improvements.  Another source of growth in the home improvement market is the growing immigrant and minority populations.  Minorities are projected to contribute at least two-thirds of household growth in coming decades.

The home improvement retailing business is highly competitive. We compete with a number of traditional hardware, plumbing, electrical and home supply retailers, as well as other chains of warehouse home improvement stores and lumberyards in most of our market areas. In addition, we compete, with respect to some of our products, with discount stores, mail order firms and warehouse clubs. The principal competitive factors are customer service, location, price, product and brand selection, and name recognition. 

Information Systems

We are continuously assessing and upgrading our information systems in an effort to support growth, augment new sales initiatives, control costs and enable better decision-making. During the last several years, we have made a substantial investment in developing and purchasing new computer systems.

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We have a point-of-sale system, electronic bar code scanning system, various design systems, and dual UNIX servers in each of our stores. These systems provide the stores with real-time perpetual inventory information, support all in-store selling functions, provide labor management functions, and provide support for a variety of store administrative functions. Store information is communicated to the customer support center's central computers via a terrestrial based (frame relay) network with back up being provided by a satellite-based wide area network. These systems provide customer checkout with automated credit card and check approval, host a variety of centralized design and specialty order systems for the stores, provide store-based perpetual inventory information, provide sales performance reporting, and also ensure that all store sales transactions are processed accurately. In addition, the systems also provide labor planning and item movement experience. These computers supply the customer support center functions with the information needed to support the stores, including centralized inventory replenishment, financial systems, human resources, merchandising systems, and product information.

Employees

As of January 28, 2005, we employed approximately 125,000 full-time and 37,000 part-time employees, none of which are covered by any collective bargaining agreements. Management considers its relations with its employees to be good.

Available Information

Our internet website address is: www.Lowes.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge through our website as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission.

Item 2 - Properties

At January 28, 2005, we operated 1,087 stores in 48 states with a total of 123.7 million square feet of selling space. We currently have two prototype stores, a 116,000-square-foot store for larger markets and a 94,000-square-foot store used primarily to serve smaller markets. Both prototypes include a lawn and garden center, averaging an additional 31,000 square feet for 116K locations and 26,000 square feet for 94K locations. Of the total stores operating at January 28, 2005, approximately 82% are owned, which includes stores on leased land, with the remainder being leased from unaffiliated third parties. Approximately 49% of these leases are capital leases. We also own and operate 10 regional distribution centers and 10 flatbed distribution centers for lumber and building commodities. We own our executive offices, which are located in Mooresville, North Carolina. We also own and maintain offices in Wilkesboro, North Carolina.

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Item 3 - Legal Proceedings

We are a defendant in legal proceedings considered to be in the normal course of business, none of which, singularly or collectively, are considered material.

Item 4 - Submission of Matters to a Vote of Security Holders

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list of names and ages of all of the executive officers of the registrant indicating all positions and offices with the registrant held by each such person and each person's principal occupations or employment during the past five years.

Name	Age	Title
Robert A. Niblock	42	Chairman of the Board and Chief Executive Officer since 2005; President since 2003; Executive Vice President, 2001 - 2003, and Chief Financial Officer, 2000 - 2003; Senior Vice President, Finance, 1999 - 2000; Vice President and Treasurer, 1997 - 1998.
Theresa A. Anderson	47	Senior Vice President, General Merchandising Manager, Home & Outdoor Living since 2003; Senior Vice President, General Merchandising Manager, Interiors, 2003; Senior Vice President, Merchandising Sales and Service, 2001 - 2003; Senior Vice President, Operations & Merchandising Support, 2000 - 2001; Vice President, Store Support, 1999 - 2000; Vice President, Merchandising, 1998 - 1999; Divisional Merchandising Manager, 1996 - 1998.
Maureen K. Ausura	49	Senior Vice President, Human Resources since 2005; Corporate Vice President of Human Resources, Archer Daniels Midland Company, 2000 - 2005.
Kenneth W. Black, Jr.	45	Senior Vice President and Chief Accounting Officer since 1999; Vice President and Corporate Controller, 1997 - 1999.
Gregory M. Bridgeford	50	Executive Vice President, Business Development since 2004; Senior Vice President, Business Development, 1999 - 2004; Senior Vice President, Marketing, 1998 - 1999; Senior Vice President and General Merchandise Manager, 1996 - 1998.
Michael K. Brown	41	Senior Vice President, Store Operations - South Central Division since 2004; Senior Vice President, Store Operations - Western Division, 2001 - 2004; Vice President, Specialty Sales, 1999 - 2001; Regional Vice President, Northeast Division, 1998 - 1999; Merchandising Vice President, Lawn and Garden, Bag Goods/Chemicals and Outdoor Power Equipment, 1996 - 1998.
Charles W. Canter, Jr.	54	Senior Vice President, Store Operations - North Central Division since 2004; Senior Vice President, Store Operations - Northern Division, 1999 - 2004; Senior Vice President and General Merchandise Manager, Building Materials, 1998 - 1999; Vice President, Merchandising - Millwork, 1998; Regional Vice President, Store Operations, 1993 - 1998.

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Marshall A. Croom	44	Senior Vice President, Finance since 2003; Vice President and Treasurer, 1999 - 2003; Assistant Treasurer, 1997 - 1999.
Ricky D. Damron	42	Senior Vice President, Store Operations - Northeast Division since 2004; Regional Vice President of Stores, 1999 - 2004.
James M. Frasso	49	Senior Vice President, Store Operations - Southeast Division since 2004; Regional Vice President of Stores, 1999 - 2004.
Robert J. Gfeller, Jr.	43	Senior Vice President, Marketing and Advertising since 2000; Vice President, Marketing, 1999 - 2000.
Robert F. Hull, Jr.	40	Executive Vice President and Chief Financial Officer since 2004; Senior Vice President and Chief Financial Officer, 2003 - 2004; Vice President Financial Planning & Analysis, 1999 - 2003.
Howard J. Johnson	57	Vice President, Internal Audit since 2003; Senior Vice President of Internal Audit, JCPenney, 1993 - 2003.
John L. Kasberger	59	Senior Vice President and General MerchandisingManager, Hardlines since 2001; Vice President, Merchandising - Appliances/Kitchens, 2000 - 2001; Vice President, Internet Merchandising, 1999 - 2000; Vice President, Merchandising - Appliances, 1998 - 1999; Divisional Merchandise Manager, 1992 - 1998.
Joseph M. Mabry, Jr.	42	Executive Vice President, Logistics and Distribution since 2004; Senior Vice President, Distribution, 2003 - 2004; Vice President Global Services, Wal-Mart Stores, Inc., 2002 - 2003; Regional Vice President of Distribution, Wal-Mart Stores, Inc., 1998 - 2002.
John R. Manna, Jr.	47	Vice President and Corporate Controller since 2000, Assistant Controller, 1999 - 2000; Director of Corporate Accounting, 1996 - 1999.
Ross W. McCanless	47	Senior Vice President, General Counsel and Secretary since 2003; Vice Chairman, Delhaize America, Inc., 2002 - 2003; Chief Executive Officer, Delhaize America, Inc. and Food Lion, LLC, 1999 - 2002; Senior Vice President, Chief Administrative Officer and General Counsel, Food Lion, Inc., 1995 - 1999.
Michael K. Menser	51	Senior Vice President and General Merchandising Manager, Home Décor since 1998; Vice President, Logistics, 1996 - 1998.
Dale C. Pond	59	Senior Executive Vice President, Merchandising/Marketing since 2003; Executive Vice President, Merchandising, 2001 - 2003; Executive Vice President, Chief Merchandising Officer, 2000 - 2001; Executive Vice President, Merchandising and Marketing, 1998 - 2000; Senior Vice President, Marketing, 1993 - 1998.
David E. Shelton	58	Senior Vice President, Real Estate/Engineering and Construction since 1997.
Eric D. Sowder	50	Senior Vice President, Logistics since 2002; Vice President, Logistics, 1998 - 2002; Vice President of Merchandising, 1998.

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John David Steed	53	Senior Vice President and General Merchandising Manager, Building Products since 2001; Vice President, Merchandising - Western Division, 1999 - 2001; Vice President, Merchandising - Fashion Plumbing/Electrical, 1998 - 1999.
Larry D. Stone	53	Senior Executive Vice President - Operations since 2003; Executive Vice President, Store Operations, 2001 - 2003; Executive Vice President and Chief Operating Officer, 1997 - 2001.
Steven M. Stone	43	Senior Vice President and Chief Information Officer since 2003; Vice President of Information Technology Strategy, 2002 - 2003; Vice President of MIS Operations, 1999 - 2002; Vice President of Information Resources, 1997 - 1999.
Robert F. Wagner	50	Senior Vice President, Store Operations - West Division since 2004; Regional Vice President of Stores, 2001 - 2004; District Manager 1998 - 2001.

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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 April 1, 2005, there were 27,077 holders of record of Lowe's common stock. The table, "Lowe's Quarterly Stock Price Range and Cash Dividend Payment", on page 44 of the 2004 Lowe’s Annual Report to Shareholders for the fiscal year ended January 28, 2005 sets forth, for the periods indicated, the high and low sales prices per share of the common stock as reported by the NYSE Composite Tape and the dividends per share declared on the common stock during such periods.

Item 6 - Selected Financial Data

See pages 42 through 43 of the Lowe’s 2004 Annual Report to Shareholders.

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 through 24 and "Disclosure Regarding Forward-Looking Statements" on page 25 of Lowe’s 2004 Annual Report to Shareholders.

Item 7A - Quantitative and Qualitative Disclosures about Market Risk

See "Quantitative and Qualitative Disclosures about Market Risk" on page 24 of Lowe’s 2004 Annual Report to Shareholders.

Item 8 - Financial Statements and Supplementary Data

See the "Reports of Independent Registered Public Accounting Firm" of Deloitte & Touche LLP on page 26, the financial statements and notes thereto on pages 27 through 41, and the "Selected Quarterly Data" on page 43 of Lowe’s 2004 Annual Report to Shareholders filed as Exhibit 13 hereto.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A - Controls and Procedures

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, (as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (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.

In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended January 28, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s report on internal control over financial reporting (as such term is defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act) and the attestation report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, on management’s assessment of internal control over financial reporting are included in Lowe’s 2004 Annual Report to Shareholders on pages 25 and 26 under the headings, “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

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Part III

Item 9B - Other Information

None.

Item 10 - Directors and Executive Officers of the Registrant

Information required by this item is furnished by incorporation by reference to all information under the captions entitled, "Election of Directors," "Information Concerning the Nominees," "Information Concerning Continuing Directors," "Information about the Board of Directors and Committees of the Board," and "Section 16(a) Beneficial Ownership Reporting Compliance" included in the definitive Proxy Statement which will be filed pursuant to regulation 14A, with the SEC within 120 days after the fiscal year ended January 28, 2005 (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 of the Registrant. "

All employees of the Company, including its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are required to abide by the Lowe's Companies, Inc. and Subsidiaries Code of Business Conduct and Ethics (the "Code"). The Code is designed to ensure that the Company's business is conducted in a legal and ethical manner. The Code covers all areas of professional conduct including compliance with laws and regulations, conflicts of interest, fair dealing among customers and suppliers, corporate opportunity, confidential information, insider trading, employee relations and accounting complaints. A full text of our summary of the Code can be found at www.Lowes.com, under the "About Lowe’s," "Investors" and "Lowe's Code of Business Ethics" captions. If you would like to receive a free copy of the complete Code, please contact Shareholder Services at 1-888-345-6937.

We will disclose information pertaining to amendments or waivers to provisions of our Code that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relate to the elements of our Code enumerated in the Securities and Exchange Commission's ("SEC") rules and regulations by posting this information on our website at www.Lowes.com. The information on our web-site is not a part of this Annual Report and is not incorporated by reference in this report or any of our other filings with the SEC.

Item 11 - Executive Compensation

Information required by this item is furnished by incorporation by reference to all information under the captions entitled, "Compensation of Executive Officers," "Information about the Board of Directors and Committees of the Board - Compensation of Directors and Committees of the Board - Other Arrangements," and "Employment Contracts and Termination of Employment and Change in Control Arrangements," included in the Proxy Statement. Information included under the captions "Report of the Compensation and Organization Committee" and "Performance Graph" is not incorporated by reference herein.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item is furnished by incorporation by reference to all information under the captions entitled, "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management" included in the Proxy Statement.

Item 13 - Certain Relationships and Related Transactions

Information required by this item is furnished by incorporation by reference to all information under the captions entitled, "Related-Party Transactions" included in the Proxy Statement.

Item 14 - Principal Accountant Fees and Services

Information required by this item is furnished by incorporation by reference to all information under the caption entitled, "Fees Paid to the Independent Accountants" included in the Proxy Statement.

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Part IV

Item 15 - Exhibits and Financial Statement Schedules

a) 1. Financial Statements

See the following items and page numbers appearing in Lowe’s 2004 Annual Report to Shareholders:

	Page(s)
Report of Independent Registered Public Accounting Firm	26
Consolidated Statements of Earnings for each of the three fiscal years in the period ended January 28, 2005	27
Consolidated Balance Sheets at January 28, 2005 and January 30, 2004	28
Consolidated Statements of Shareholders' Equity for each of the three fiscal years in the period ended January 28, 2005	29
Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 28, 2005	30
Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 28, 2005	31-41
Selected Financial Data (Unaudited)	42-43

  2. Financial Statement Schedules

REPORT 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 consolidated financial statements of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January 28, 2005 and January 30, 2004, and for each of the three fiscal years in the period ended January 28, 2005, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of January 28, 2005, and the effectiveness of the Company’s internal control over financial reporting as of January 28, 2005, and have issued our reports thereon dated April 11, 2005, which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s change in method of accounting for stock-based compensation as described in Note 1; such consolidated financial statements and reports are included in your 2004 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of the Company, listed in Item 15. These consolidated financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

April 11, 2005

14

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In Millions)

	Balance at beginning of period		Charges to costs and expenses			Deductions				Balance at end of period
January 28, 2005:
Reserve for loss on discontinued inventories	$	61	$	16	(a)	$	-			$	77
Reserve for inventory shrinkage		82		335			(323	)	(b)		94
Self-insurance liability		327		279			(174	)	(c)		432
January 30, 2004:
Reserve for loss on discontinued inventories		52		9	(a)		-				61
Reserve for inventory shrinkage		83		296			(297	)	(b)		82
Self-insurance liability		244		206			(123	)	(c)		327
January 31, 2003:
Reserve for loss on discontinued inventories		47		5	(a)		-				52
Reserve for inventory shrinkage		79		275			(271	)	(b)		83
Self-insurance liability	$	171	$	186		$	(113	)	(c)	$	244

(a): Represents increase/(decrease) in the required reserve based on the Company’s evaluation of discontinued inventories.

(b): Represents the actual inventory shrinkage experienced at the time of physical inventories.

(c): Represents claim payments for self-insured claims.

3.	Exhibits
(3.1)	Restated and Amended Charter (filed as Exhibit 3.1 to the Company's Form 10-Q dated September 14, 2001 and incorporated by reference herein).
(3.2)	Bylaws, as amended (filed as Exhibit 3.1 to the Company's Form 8-K dated January 28, 2005 and incorporated by reference herein).
(4.1)	Amended and Restated Rights Agreement, dated December 2, 1999 between the Company and Equiserve Trust Company, N.A., as Rights Agent (incorporated herein by reference to Exhibit 2 of Amendment No. 2 to the Company's Registration Statement on Form 8-A dated on February 14, 2000, as amended by Exhibit 1 of Amendment No. 3 to the Company's Registration Statement on Form 8-A, dated March 2, 2000).
(4.2)	Indenture dated April 15, 1992 between the Company and Bank One, N.A., Successor Trustee to Chemical Bank, as Trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 33-47269) and incorporated by reference herein).
(4.3)	Amended and Restated Indenture, dated as of December 1, 1995, between the Company and Bank One, N.A., formerly known as The First National Bank of Chicago (filed as Exhibit 4.1 on Form 8-K dated December 15, 1995, and incorporated by  reference herein).

15

(4.4)	First Supplemental Indenture, dated as of February 23, 1999, to the Amended and Restated Indenture  dated as of December 1, 1995, between the Company and Bank One, N.A., formerly known as The First National Bank of Chicago (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K dated April 19, 1999, and incorporated by reference herein).
(4.5)	Second Supplemental Indenture, dated as of October 19, 2001, to the Amended and Restated Indenture dated as of December 1, 1995, between the Company and Bank One, N.A., formerly known as The First National Bank of Chicago (filed as Exhibit 4.1 on Form 8-K dated October 25, 2001, and incorporated by reference herein).
(4.6)	Indenture between the Company and The Bank of New York, dated as of February 16, 2001 (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 333-60434), and incorporated by reference herein).
(4.7)	Form of the Company's 6 3/8 % Senior Note due December 15, 2005 (filed as Exhibit 4.2 on Form 8-K dated December 15, 1995, and incorporated by reference herein).
(4.8)	Form of the Company's 6 7/8 % Debenture due February 20, 2028 (filed as Exhibit 4.2 on Form 8-K dated February 20, 1998, and incorporated by reference herein).
(4.9)	Form of the Company's 6 1/2 % Debenture due March 15, 2029 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
(4.10)	Form of the Company's 8 1/4 % Notes due June 1, 2010 (filed as Exhibit 4.2 on Form 8-K dated June 8, 2000, and incorporated by reference herein).
(4.11)	Form of the Company's 7 1/2 % Notes due December 15, 2005 (filed as Exhibit 4.2 on Form 8-K dated December 20, 2000, and incorporated by reference herein).
(4.12)	Form of the Company's 2.5 % Liquid Yield Option Notes due February 16, 2021 (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3 (No. 333-60434), and incorporated by reference herein).
(4.13)	Form of the Company's Senior Convertible Notes due October 19, 2021 (filed as Exhibit 4.2 on Form 8-K dated October 25, 2001, and incorporated by reference herein).
*(10.1)	Lowe's Companies, Inc. Directors' Deferred Compensation Plan, effective July 1, 1994 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.2)	Lowe's Companies, Inc. Directors'  Stock Option Plan (filed on the Company's Form S-8 dated October 21, 1999 (No. 333-89471) and incorporated by reference herein).
*(10.3)	Lowe's Companies, Inc., 1994 Incentive Plan (filed on the Company's Form S-8 dated July 8, 1994 (No. 33-54499) and incorporated by reference herein).

16

*(10.4)	Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 9, 1994 (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.5)	Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated September 17, 1998 (filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.6)	Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated December 4, 1998 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.7)	Lowe's Companies, Inc. 1997 Incentive Plan (filed on the Company's Form S-8 dated August 29, 1997 (No. 333-34631) and incorporated by reference herein).
*(10.8)	Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated January  25, 1998 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.9)	Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated September 17, 1998 (filed as  Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended January 29, 1999, and incorporated by reference herein).
*(10.10)	Lowe's/Eagle Stock Option Plan (filed as Exhibit 4.2 on the Company's Form S-8 filed April 7, 1999 (No. 333-75793) and incorporated by reference herein).
*(10.11)	Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock Options for Everyone, as amended (filed as Exhibit 10.1 to the Company’s Form 10-Q dated December 7, 2004 and incorporated by reference herein).
*(10.12)	Lowe's Companies, Inc. 2001 Incentive Plan (filed on the Company's Form S-8 dated November 15, 2001 (No. 333-73408) and incorporated by reference herein).
*(10.13)	Lowe's Companies, Inc. Benefit Restoration Plan (filed on the Company's Form S-8 dated August 8, 2002 (No. 333-97811) and incorporated by reference herein).
*(10.14)	Form of the Company's Management Continuity Agreement for Senior Officers (filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended February 1, 2002, and incorporated by reference herein).
*(10.15)	Form of the Company's Management Continuity Agreement for Executive Officers (filed as Exhibit 10.2 to the Company's Form 10-Q dated June 4, 2004, and incorporated by reference herein).
*(10.16)	Release, Separation and Consulting Agreement - Thomas E. Whiddon (filed as Exhibit 10(iii)(A).1 to the Company's Form 10-Q dated September 12, 2003 and incorporated by reference herein).
*(10.17)	Release and Separation Agreement - William C. Warden, Jr. (filed as Exhibit 10(iii)(A).2 to the Company's Form 10-Q dated September 12, 2003 and incorporated by reference herein).
*(10.18)	Retirement Agreement - Robert L. Tillman (filed as Exhibit 10.2 to the Company’s Form 10-Q dated December 7, 2004 and incorporated by reference herein).

17

*(10.19)	Lowe’s Companies, Inc. Cash Deferral Plan (filed as Exhibit 10.1 to the Company’s Form 10-Q dated June 4, 2004 and incorporated by reference herein).
(13)	Portions of the 2004 Lowe’s Annual Report to Shareholders for the fiscal year ended January 28, 2005
(21)	List of Subsidiaries
(23)	Consent of Deloitte & Touche LLP
(31.1)	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
(31.2)	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
(32.1)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of  2002
(32.2)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of  2002

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.

18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	(Registrant)
April 11, 2005	By: /s/ Robert A. Niblock
Date	Robert A. Niblock
	Chairman of the Board, President and Chief Executive Officer
April 11, 2005	By: /s/ Robert F. Hull, Jr.
Date	Robert F. Hull, Jr.
	Executive Vice President and Chief Financial Officer
April 11, 2005	By: /s/ Kenneth W. Black, Jr.
Date	Kenneth W. Black, Jr.
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each of the directors of the Registrant whose signature appears below hereby appoints Robert F. Hull, Jr., Kenneth W. Black, Jr. and Ross W. McCanless, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report on Form 10-K, making such changes in this report on Form 10-K as appropriate, and generally to do all such things in their behalf in their capacities as directors and/or officers to enable the Registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

/s/ Robert A. Niblock	Chairman of the Board of Directors, President, Chief Executive Officer and Director	April 11, 2005
Robert A. Niblock		Date
/s/ Leonard L. Berry	Director	April 11, 2005
Leonard L. Berry		Date
/s/ Peter C. Browning	Director	April 11, 2005
Peter C. Browning		Date
/s/ Paul Fulton	Director	April 11, 2005
Paul Fulton		Date
	Director
Dawn E. Hudson		Date
/s/ Robert A. Ingram	Director	April 11, 2005
Robert A. Ingram		Date
	Director
Robert L. Johnson		Date
/s/ Marshall O. Larsen	Director	April 11, 2005
Marshall O. Larsen		Date

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/s/ Richard K. Lochridge	Director	April 11, 2005
Richard K. Lochridge		Date
/s/ Claudine B. Malone	Director	April 11, 2005
Claudine B. Malone		Date
/s/ Stephen F. Page	Director	April 11, 2005
Stephen F. Page		Date
/s/ O. Temple Sloan, Jr.	Director	April 11, 2005
O. Temple Sloan, Jr.		Date

20

EX-13

Exhibit 13 - Portions of Lowe's 2004 Annual Report to Shareholders

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the three-year period ended January 28, 2005 (our fiscal years 2004, 2003, and 2002). Each of the fiscal years presented contains 52 weeks of sales and expenses. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in this annual report.

During the fourth quarter of fiscal 2003, we sold 26 commodity-focused locations operating under The Contractor Yard name (the “Contractor Yards”). This sale was effected to allow us to continue to focus on our retail and commercial business. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we have reported the results of operations of the Contractor Yards in discontinued operations for fiscal years 2003 and 2002.

RESTATEMENT OF FINANCIAL STATEMENTS

As a result of our system of internal controls over financial reporting, which includes monitoring of emerging accounting issues and the review of peer filings, prior to fiscal 2004 year end, we initiated a review of our accounting policies and practices surrounding leases. As a result of this review, we determined that our treatment of certain lease-related activities did not conform to accounting principles generally accepted in the United States of America. Subsequent to this review, we concluded, in consultation with our independent registered public accounting firm, Deloitte & Touche LLP, and following discussions with the audit committee of the board of directors, to restate our prior period financial statements to correct errors resulting from our accounting for leases.

In the restatement, we accelerated depreciation expense for lease assets and leasehold improvements to limit the depreciable lives of those assets to the lease term, as determined in accordance with SFAS No. 13, “Accounting for Leases,” which we define to include the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. We also revised our calculation of rent expense (and the related deferred rent liability) for ground leases by including in our straight-line rent expense calculations any free-rent occupancy periods allowed under certain ground leases while our store is being constructed on the leased property. In the restatement, we also adjusted our prior period financial statements to correct immaterial accounting errors previously identified during the audits of those financial statements. Our Forms 10-Q for fiscal 2005 will reflect the restated information for the corresponding quarters in fiscal 2004.

See Note 2 to the consolidated financial statements for further discussion of the effects of these changes on our consolidated financial statements. Unless otherwise expressly stated, all financial information in this annual report is presented inclusive of these revisions.

EXECUTIVE OVERVIEW

Fiscal 2004 represented another year of growth for Lowe’s. We ended the year with 1,087 stores in 48 states, with plans to reach all 50 states in the coming years. We serve approximately 11 million customers per week at our stores. Our vision is to be our customers’ first choice for home improvement in each and every market we serve. To achieve this vision, we continue to focus on excellent customer service, Everyday Low Prices (EDLP), and innovative operational and merchandising strategies. We are also striving to expand our share of the home improvement market.

The home improvement market is large, fragmented and growing, due in part to certain socioeconomic trends. The increase in the median income of the “baby boomer” generation, along with their record levels of second-home ownership and desire for professional installation services, is a source of the expected growth. Individuals are also purchasing their first homes at a younger age. In addition, the number of households with incomes greater than $120,000 has increased 73% since 1995. These households spend more than twice the national average on home improvement. Another source of growth in the home improvement market is the growing home improvement expenditures by minorities and immigrant populations. Minorities are projected to contribute at least two-thirds of household growth in coming decades.

We believe there are still significant opportunities for us to grow within this increasing home improvement market. Large metropolitan markets offer a source of opportunity for our expansion. In fiscal 2004, only 54% of our stores were in the top 100 metropolitan markets. These 100 markets comprise over 65% of the home improvement market. Capitalizing on that opportunity, we opened stores in the New York City, Chicago, Minneapolis and Milwaukee markets in fiscal 2004. We opened a total of 67 stores in the top 100 markets during 2004. In addition, expansion opportunities exist in many smaller markets utilizing our 94,000-square-foot (94K) store prototype. These are stores that offer the same look and feel of our larger 116,000-square-foot (116K) store prototype, with consolidated service in certain departments and fewer SKUs. These stores have a lower average investment and operating expense structure, which allows us to profitably serve these smaller markets.

We expect to open 150 stores in fiscal 2005, increasing total square footage by 13-14%. We estimate approximately 80% will be the larger store prototype to serve larger markets and 20% will be 94K stores to serve smaller markets.Approximately 57% will be in the top 100 metropolitan markets across the country.

Initiatives Driving Performance

There are several key initiatives that we continue to implement to drive the growth of our business and our results of operations. These initiatives have been put into operation to capitalize on the growth of the home improvement industry and identified socioeconomic trends. These initiatives are primarily related to infrastructure, specialty sales, and merchandising and marketing.

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Infrastructure

To support our expansion plans, we must have an appropriate infrastructure. As a result, we have invested heavily in capital projects, including new and existing stores, information technology and our distribution network. We have devoted resources to technology to improve efficiency and enhance customers’ shopping experiences. We have also invested in our operational structure to ensure that it adequately supports our employees so that they can effectively serve our customers.

We continue to invest in our distribution network, as we opened our tenth regional distribution center (RDC) in Florida during 2004, with another opening in Connecticut in February 2005. We also own and operate 10 flatbed distribution centers for warehousing and distributing long-length products. We have identified ways to reduce lead-time variability of shipments through our RDC network and drive better in-stock levels in our stores through our Rapid Response Replenishment (R3) initiative. We are increasing the shipments of product through our RDC network and increasing the frequency of RDC deliveries to our stores. As a part of the R3 initiative, we will be able to move safety stock out of our stores and into our RDC network. By increasing the number of shipments to each store from our RDCs and reducing vendor-direct deliveries, we will be able to quickly and efficiently flow product to stores in the quantities necessary to support sales demand. To maintain our service levels, we have taken a conservative approach in implementing these changes by adding inventory to our distribution network without lowering inventory levels in our stores. As a result, inventory growth outpaced sales growth in fiscal 2004. As we start reducing safety stock in our stores, we will begin to realize the benefits of the R3 initiative in the form of inventory leverage and inventory turn improvements in the latter half of 2005.

Specialty Sales

Our specialty sales initiatives include three major categories: Installed Sales, Special Order Sales (SOS) and Commercial Business Customer sales. We believe that these categories provide a significant opportunity for sales, gross margin and average ticket growth.

Installed Sales - Demand for “do-it-for-me” services has been driven heavily by the economically affluent “baby boomer” population. As a result, we have developed an installed sales model to ensure we can capitalize on this growing sector of the home improvement market. Each store is staffed with an installed sales manager responsible for selecting the installer, monitoring quality and ensuring customer satisfaction. Total installed sales increased approximately 27% in 2004.

SOS - Our SOS initiatives also continue to perform well, with total SOS sales increasing approximately 27% in 2004. We currently offer hundreds of thousands of products via special order. In fiscal 2004, we continued to roll out an electronic sales tool that automates the configuration, ordering fulfillment and replenishment for special orders. This tool is an example of how our investment in technology has improved the product selection process, order entry and lead times, making a special order even more customer-friendly than in the past.

Commercial Business Customer - We are continuing to focus our efforts on the Commercial Business Customer. With our ongoing national expansion making store locations more convenient, our logistics systems ensuring we have the appropriate inventory levels to ensure we have job lot quantities in stock and our EDLP strategy, we experienced comparable store commercial sales increases of twice the company average in fiscal 2004.

Merchandising and Marketing

Our key merchandising opportunities relate to appropriate product line design, branding and the use of imports.

Product Line Design - We are focused on offering a rational mix of opening price points to premium products to balance the objectives of increased customer count and average ticket. Offering opening price point products offers value and increases transactions, while our “Up the Continuum” strategy drives higher average tickets and creates choices for our customers who may desire more unique products.

Brand Strategy and Use of Imports - We must also understand our customers’ expectations around offering recognized and respected brands. Our branding strategy is designed to build the Lowe’s brand quickly, efficiently and effectively by offering our customers the best-known and most-respected national brands. To maintain our EDLP strategy and offer the high-quality products that our customers demand, we have also increased product imports. Imports offer product and design exclusivity, including proprietary brands, and an opportunity for us to reduce inventory costs while maintaining control over product quality. In 2004, imports grew at almost twice the rate of our total sales increase. We expect imports to continue to grow over subsequent years.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following discussion and analysis of the financial condition and results of operations are based on the consolidated financial statements and notes to consolidated financial statements presented in this annual report that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

Our significant accounting polices are described in Note 1 to the consolidated financial statements. We believe that the following accounting policies affect the more significant estimates used in preparing the consolidated financial statements.

Merchandise Inventory

We record an inventory reserve for the loss associated with selling discontinued inventories below cost. This reserve is based on our current knowledge with respect to inventory levels, sales trends and historical experience relating to the liquidation of discontinued inventory. We do not believe that our merchandise inventories are subject to significant risk of obsolescence in the near-term, and we have the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns could result in the need for additional reserves. Using the methodology described herein, during 2004 we increased our discontinued inventory reserve by $16 million to $77 million as of January 28, 2005. We also record an inventory reserve for the estimated shrinkage between physical inventories. This reserve is based primarily on actual shrinkage results from previous physical inventories. Changes in actual shrinkage results from completed physical inventories could result in revisions to previously estimated shrinkage expense. Using the methodology described herein, during 2004 we increased our inventory shrinkage reserve by $12 million to $94 million as of January 28, 2005. We believe that we have sufficient current and historical knowledge to record reasonable estimates for both of these inventory reserves.

19

Vendor Funds

We receive funds from vendors in the normal course of business for a variety of reasons, including purchase-volume-related discounts and rebates, advertising allowances, reimbursements for third-party in-store service related costs, defective merchandise allowances and reimbursements for selling expenses and display costs. We use projected purchase volumes to determine earnings rates, validate those projections based on actual and historical purchase trends and apply those rates to actual purchase volumes to determine the amount of funds accrued and receivable from the vendor. Amounts accrued could be impacted if actual purchase volumes differ from projected purchase volumes. Under Emerging Issues Task Force Issue No. 02-16 (EITF 02-16), “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor,” cooperative advertising allowances and third-party in-store service funds are treated as a reduction of inventory cost, unless they represent a reimbursement of specific, incremental and identifiable costs incurred by the customer to sell the vendor’s product. Substantially all of the cooperative advertising and third-party in-store service funds that we receive do not meet the specific, incremental and identifiable criteria in EITF 02-16. Therefore, for cooperative advertising and third-party in-store service fund agreements entered into after December 31, 2002, which was the effective date of the related provision of EITF 02-16, we treat funds that do not meet the specific, incremental and identifiable criteria as a reduction in the cost of inventory and recognize these funds as a reduction of cost of sales when the inventory is sold. Historically, these funds were recorded as an offset to the related expense in Selling, General and Administrative (SG&A) expense. There is no impact to the timing of when the funds are received from vendors or the associated cash flows. This accounting change reduced diluted earnings per share by $0.16 in fiscal 2004. This accounting change did not have a material impact on the fiscal 2003 financial results, since substantially all of the cooperative advertising allowance and third-party in-store service fund agreements for fiscal 2003 were entered into prior to December 31, 2002.

Self-Insurance

We are self-insured for certain losses relating to workers’ compensation, automobile, property, general and product liability claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon our estimates of the discounted ultimate cost for uninsured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. These estimates are subject to changes in forecasted payroll, sales and vehicle units, as well as the frequency and severity of claims. Although we believe that we have the ability to adequately record estimated losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. Using the methodology described herein, we recorded self-insurance charges of $279 million during fiscal 2004. The self-insurance liability was $432 million and $327 million at January 28, 2005 and January 30, 2004, respectively. A 10% difference in our self-insurance liability would have affected net earnings by approximately $27 million for the fiscal year ended January 28, 2005.

Long-Lived Assets

Losses related to impairment of long-lived assets are recognized when circumstances indicate the carrying values of the assets may not be recoverable. We periodically review the carrying value of long-lived assets for potential impairment. When we commit to close or relocate a store location, or when there are indicators that the carrying value of a long-lived asset may not be recoverable, we evaluate the carrying value of the asset in relation to its expected undiscounted future cash flows. If the carrying value of the asset is greater than the expected undiscounted future cash flows and the fair value of the asset is less than the carrying value, a provision is made for the impairment of the asset based on the excess of carrying value over fair value. Our impairment loss calculations require us to apply judgment in estimating asset fair values and future cash flows, including estimated sales and earnings growth rates and assumptions about market performance. Using the impairment review methodology described herein, we recorded long-lived asset impairment charges of $31 million during fiscal 2004. If actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values, we could be exposed to additional impairment losses.

Leases

We evaluate the terms of our lease agreements to determine the appropriate accounting treatment of each lease in accordance with accounting principles generally accepted in the United States of America. Our lease terms commence on the date when all conditions precedent to our obligation to pay rent are satisfied and include the non-cancelable lease terms and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. This definition of lease term is used in our capital versus operating lease classifications, our calculations of straight-line rent expense and in the estimated depreciable lives we use for lease assets and leasehold improvements.

For lease agreements that provide for escalating rent payments or free-rent occupancy periods, we recognize rent expense on a straight-line basis over the lease term. Assets under capital leases and leasehold improvements are amortized in accordance with our normal depreciation policy for owned assets or, if shorter, the lease term, as determined above. During the term of a lease, if a substantial additional investment is made in a leased location, we also reevaluate our definition of lease term to determine whether our investment would constitute an economic penalty in such amount that renewal appears, at the time of the reevaluation, to be reasonably assured. As such, the judgments we make related to our definition of lease term affect the amounts we recognize as rent expense and depreciation expense, as well as our determination of the classification of a lease as capital or operating.

20

OPERATIONS

The following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of earnings, as well as the percentage change in dollar amounts from the prior year. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements, including the related notes to the consolidated financial statements.

					Percentage Increase / (Decrease) in Dollar Amounts from Prior Year			Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year
	2004		2003			2003 - 2004			2003 - 2004
Net Sales	100.00	%	100.00	%		18	%		N/A
Gross Margin	33.73		31.15			28			258
Expenses:
Selling, General and Administrative	20.74		18.09			36			265
Store Opening Costs	0.34		0.42			(4	)		(8	)
Depreciation	2.47		2.52			16			(5	)
Interest	0.48		0.58			(2	)		(10	)
Total Expenses	24.03		21.61			32			242
Pre-Tax Earnings	9.70		9.54			20			16
Income Tax Provision	3.73		3.61			22			12
Earnings from Continuing Operations	5.97		5.93			19			4
Earnings from Discontinued Operations, Net of Tax	0.00		0.05			(100	)		(5	)
Net Earnings	5.97	%	5.98	%		18	%		(1	)
	2003		2002			2002 - 2003			2002 - 2003
Net Sales	100.00	%	100.00	%		18	%		N/A
Gross Margin	31.15		30.44			21			71
Expenses:
Selling, General and Administrative	18.09		17.71			21			38
Store Opening Costs	0.42		0.49			(1	)		(7	)
Depreciation	2.52		2.46			21			6
Interest	0.58		0.70			(1	)		(12	)
Total Expenses	21.61		21.36			19			25
Pre-Tax Earnings	9.54		9.08			24			46
Income Tax Provision	3.61		3.42			25			19
Earnings from Continuing Operations	5.93		5.66			24			27
Earnings from Discontinued Operations, Net of Tax	0.05		0.05			25			0
Net Earnings	5.98	%	5.71	%		24	%		27

Other Metrics		2004			2003			2002
Comparable Store Sales Increases 1		6.6	%		6.7	%		5.8	%
Average Ticket 2	$	63.43		$	59.21		$	56.80
Number of Stores (end of year)		1,087			952			828
Sales Floor Square Feet (in millions, end of year)		123.7			108.8			94.7
Average Store Size Square Feet (in thousands)		114			114			114
Return on Beginning Assets 3		11.6	%		11.6	%		11.0	%
Return on Beginning Shareholders' Equity 4		21.3	%		22.4	%		22.6	%

¹We define a comparable store as a store that has been open greater than 13 months.

² We define average ticket as net sales divided by number of transactions.

³ Return on beginning assets is defined as net earnings divided by beginning total assets.

⁴ Return on beginning shareholders’ equity is defined as net earnings divided by beginning shareholders’ equity.

Fiscal 2004 Compared to Fiscal 2003

The increase in sales in 2004 is attributable to our ongoing store expansion and relocation program and comparable store sales increases. We added 140 stores in fiscal 2004, including our first stores in Minnesota, Wisconsin and Maine, with plans to add additional stores in these markets as well as large metropolitan markets in the coming years.

The comparable store sales increase of 6.6% in 2004 reflects improved sales in every merchandising category. The categories that performed above our average comparable store sales increase included millwork, rough plumbing, lumber, building materials, rough electrical, hardware, outdoor power equipment, seasonal living and cabinets & countertops. We experienced comparable store sales increases for every product category and all geographic regions due in part to the implementation of our merchandising and operations strategies previously discussed. Our specialty sales initiatives, which include Installed Sales, SOS and Commercial Business Customer sales, also contributed to the comparable store sales increase in the current year. We completed the rollout of the new installed sales model to all of our stores during fiscal 2004. With the opportunity to expand into new categories of installation, we believe installed sales will continue to provide an area of future sales growth. We also experienced positive results from our SOS initiatives, with total SOS sales increasing approximately 27% in 2004. Our Commercial Business Customer initiative also performed well in 2004, with comparable store sales increases of over twice the company average and double-digit comparable store sales increases in 15 of 18 merchandising categories. We are encouraged by the fact that our business with the Commercial Business Customer is growing across the store, not just in lumber and building materials. We also experienced inflation in lumber and building material prices during the year, which positively impacted comparable store sales by approximately 150 basis points.

Average ticket increased $4.22 or 7.1% from $59.21 in 2003 to $63.43 in 2004 due in part to the success of the “Up the Continuum” initiative as well as Lowe’s credit programs.

The increase in gross margin as a percentage of sales was attributable primarily to the implementation of EITF 02-16. The implementation of EITF 02-16, which resulted in the reclassification of our vendor reimbursements for cooperative advertising and third-party in-store service costs from SG&A expense to a reduction of cost of sales when the associated inventory is sold, favorably impacted gross margin as a percentage of sales by 258 basis points for fiscal 2004. Excluding the impact of the implementation of EITF 02-16, gross margin as a percentage of sales was flat compared to 2003. This was due in part to unfavorable product mix shifts and increased distribution costs. The increased distribution costs were associated with the R3 initiative, which includes adding safety stock to our distribution centers, reconfiguring racking and implementing new productivity standards. This strategy caused a temporary increase in our distribution costs, but with longer-term positive implications for our in-stock position, inventory productivity and SG&A leverage. Increased fuel prices also contributed to the increase in distribution costs.

The increase in SG&A expenses as a percentage of sales from 2003 to 2004 is due primarily to the implementation of EITF 02-16, as previously discussed. This unfavorably impacted SG&A as a percentage of sales by 316 basis points for fiscal 2004. This was partially offset by leverage in gross advertising and salaries as a percentage of sales, as well as improvements in the performance of the credit portfolio held by GE.

21

Store opening costs, which include payroll and supply costs incurred prior to store opening and grand opening advertising costs, are expensed as incurred and totaled $123 million in 2004 compared to $128 million in 2003. These costs are associated with the opening of 140 stores in 2004 (136 new and four relocated), as compared with the opening of 130 stores in 2003 (125 new and five relocated). Because store opening costs are expensed as incurred, the expenses recognized may fluctuate based on the timing of store openings in future or prior periods. Store opening costs averaged approximately $0.9 million per store in 2004 versus approximately $1 million per store in 2003.

Depreciation leveraged five basis points as a percentage of sales in fiscal 2004. Approximately 97% of new stores opened in the last three years have been owned, which includes stores on leased land. Property, less accumulated depreciation, increased to $13.9 billion at January 28, 2005, compared to $11.8 billion at January 30, 2004. The increase in property resulted primarily from our store expansion program, increased distribution capacity and an additional $300 million investment in information technology. We opened our tenth RDC in fiscal 2004, as well as additional flatbed distribution centers.

Interest expense has decreased due to lower debt levels resulting from scheduled debt repayments. Interest expense relating to capital leases was $38 million for 2004 and $39 million for 2003. For further discussion, see Financial Condition, Liquidity and Capital Resources.

Our effective income tax rates were 38.5% and 37.9% in 2004 and 2003, respectively. The higher rate in 2004 was primarily the result of expansion into states with higher state income tax rates, as well as permanent differences between book and tax income related to stock-based compensation expense.

Fiscal 2003 Compared to Fiscal 2002

The comparable store sales increase in 2003 of 6.7% primarily resulted from improved sales in every merchandising category due to operational and merchandising initiatives implemented in 2003. During fiscal 2003, we experienced our strongest sales increases in lumber, building materials, outdoor power equipment, major appliances, paint, flooring and home organization. In addition, millwork, hardware, walls & windows, nursery and cabinets & countertops performed at approximately the overall corporate average comparable store sales increase. We experienced comparable store sales increases in every product category and all geographic regions. We experienced slight inflation in lumber and building material prices during fiscal 2003, which positively impacted comparable store sales by approximately 50 basis points.

The gross margin increase as a percentage of sales from 2002 to 2003 was driven by the reduction of inventory acquisition costs. These lower inventory acquisition costs resulted in part from the product line review process, which takes costs out of the supply chain, as well as the use of our sourcing offices to import products when possible. From 2002 to 2003, the reduction of inventory shrinkage resulted in a 14 basis point increase in gross margin as a percentage of sales.

During 2003, SG&A expense increased 21% compared to the 18% increase in sales. The increase as a percentage of sales in SG&A in 2003 was primarily due to stock-based compensation expense recorded as a result of the adoption of the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” prospectively for all employee awards granted or modified after January 31, 2003.

Store opening costs, which are expensed as incurred, were $128 million for 2003 compared to $129 million in 2002. These costs are associated with the opening of 130 stores in 2003 (125 new and five relocated) as compared to 123 stores in 2002 (112 new and 11 relocated). Because store opening costs are expensed as incurred, the expenses recognized may fluctuate based on the timing of store openings in future or prior periods. Store opening costs averaged approximately $1 million per store in 2003 and slightly more than $1 million per store in 2002.

Depreciation, reflecting continued expansion, increased 21% to $777 million in 2003. Property, less accumulated depreciation, increased to $11.8 billion at January 30, 2004, compared to $10.2 billion at January 31, 2003. The increase in property resulted primarily from the Company’s store expansion program and increased distribution capacity.

Interest expense for 2003 decreased due to lower debt levels resulting from scheduled debt repayments. Interest expense relating to capital leases was $39 million for 2003 and $40 million for 2002. For further discussion, see Financial Condition, Liquidity and Capital Resources.

Our effective income tax rates were 37.9% and 37.6% in 2003 and 2002, respectively. The higher rates were primarily related to expansion into states with higher state income tax rates.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Inventory growth of 30% outpaced sales growth of 18% in fiscal 2004 due to the implementation of distribution network initiatives. We are increasing the shipments of product through our RDC network and increasing the frequency of RDC deliveries to our stores. The R3 initiative enables us to move safety stock out of our stores and into our RDC network. However, during fiscal 2004, safety stock was added to the distribution network prior to reducing the safety stock in our stores in order to maintain service levels. As we start reducing safety stock in our stores, we will begin realizing the benefits of the R3 initiative in the form of inventory leverage and inventory turn improvements in the latter half of 2005.

The decrease in accounts receivable in the current year resulted from the sale of our portfolio of commercial business accounts receivable to GE in May 2004. During the term of the agreement, which ends on December 31, 2009, unless terminated sooner by the parties, GE also purchases at face value new commercial business accounts receivable originated by the Company and services these accounts. These receivables arise primarily from sales of goods and services to our Commercial Business Customers. This agreement was effected primarily to enhance our service to Commercial Business Customers through the use of GE’s specialized support staff in servicing these accounts, as well as the functionality of GE’s information systems platform.

Cash Flows

The following table summarizes the components of the consolidated statements of cash flows, as well as the percentage change in dollar amounts from the prior year. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements, including the related notes to the consolidated financial statements:

22

										Percentage Increase / (Decrease) in Dollar Amounts from Prior Year
(In Millions)		2004			2003			2002			2003 - 2004		2002 - 2003
Net cash provided by operating activities from continuing operations	$	3,033		$	2,942		$	2,654			3	%	11	%
Net cash used in investing activities from continuing operations		(2,257	)		(2,497	)		(2,477	)		(10	)	1
Net cash used in financing activities from continuing operations		(1,047	)		(17	)		(64	)		NM		(73	)
Net cash provided by discontinued operations		-			112			16			NM		NM
Net (decrease) increase in cash and cash equivalents		(271	)		540			129			(150	)	319
Cash and cash equivalents, beginning of year		913			373			244			145		53
Cash and cash equivalents, end of year	$	642		$	913		$	373			(30	%)	145	%
NM: Not meaningful

Cash flows from operating activities provide a significant source of our liquidity. The increase in cash provided by operating activities during 2004 resulted primarily from increased net earnings, offset by our investment in inventory in the current year as a part of the R3 initiative. The increase in cash provided by operating activities during 2003 resulted primarily from increased net earnings. Working capital at January 28, 2005, was $1.3 billion compared to $2.3 billion at January 30, 2004. The decrease in working capital was due primarily to share repurchases during fiscal 2004 and our aforementioned investment in inventory.

The primary component of net cash used in investing activities from continuing operations continues to be new store facilities and the infrastructure and technology needed to support this growth. Cash acquisitions of fixed assets were $2.9 billion for 2004 and $2.3 billion in both 2003 and 2002. Retail selling space of 123.7 million square feet as of January 28, 2005, increased 14% over the selling space as of January 30, 2004. The January 30, 2004, selling space total of 108.8 million square feet represented a 15% increase over January 31, 2003.

Cash flows used in financing activities from continuing operations increased significantly in 2004 due to our $1 billion share repurchase program. Financing uses of cash in 2003 and 2002 primarily consisted of cash dividend payments, repayment of short-term borrowings and scheduled debt repayments. These uses were partially offset by proceeds generated from stock option exercises and cash proceeds from the employee stock purchase plan. The ratio of long-term debt to equity plus long-term debt was 21.0%, 26.5% and 31.2% as of the fiscal years ended 2004, 2003 and 2002, respectively.

Sources of Liquidity

In addition to our cash flows from operations, we have a $1 billion senior credit facility that expires in July 2009. The facility is available to support the Company’s $1 billion commercial paper program and for short-term borrowings. Borrowings made are priced based upon market conditions at the time of funding in accordance with the terms of the senior credit facility. The senior credit facility contains certain restrictive covenants which include maintenance of a specific financial ratio. We were in compliance with those covenants at January 28, 2005. Fifteen banking institutions are participating in the $1 billion senior credit facility and, as of January 28, 2005, there were no outstanding loans under the facility.

Five banks have extended lines of credit aggregating $513 million for the purpose of issuing documentary letters of credit and standby letters of credit. These lines do not have termination dates but are reviewed periodically. Commitment fees ranging from .25% to .50% per annum are paid on the letters of credit amounts outstanding. Outstanding letters of credit totaled $304 million as of January 28, 2005, and $161 million as of January 30, 2004.

Cash Requirements

In January 2005, the Board of Directors authorized up to $1 billion in share repurchases through 2006. This program is intended to be implemented through purchases made from time to time either in the open market or through private transactions. Shares purchased under the share repurchase program are retired and returned to authorized and unissued status. As of January 28, 2005, the share repurchase program had a remaining authorized balance of $1 billion for future common stock repurchases. During fiscal 2004, we repurchased 18.4 million shares at a total cost of $1 billion under the December 2003 share repurchase authorization, leaving no amounts remaining under this prior authorization.

Our quarterly cash dividend per share was increased in 2003 to $0.03 and again in 2004 to $0.04. This increased cash paid for dividends in 2004 as compared to 2003.

During fiscal year 2005, long-term debt totaling $608 million will mature. We anticipate having the ability to repay this debt through cash from operations.

Our 2005 capital budget is $3.7 billion, inclusive of approximately $335 million of leases.  Approximately 78% of this planned commitment is for store expansion and new distribution centers.  Expansion plans for 2005 consist of approximately 150 stores, including approximately three relocations of older stores.  This planned expansion is expected to increase sales floor square footage by approximately 13-14%.  Approximately 68% of the 2005 projects will be owned, 31% will be ground leased properties and 1% will be build-to-suit leases. 

At January 28, 2005, we owned and operated 10 regional distribution centers. We began shipping from another regional distribution center in Plainfield, Connecticut, in February 2005.  At the end of fiscal 2004, we owned and operated 10 flatbed distribution centers for the handling of lumber, building materials and other long-length items.  We expect to open three additional flatbed distribution centers in 2005.

We believe that funds from operations and funds available from our credit facilities will be adequate to finance our expansion plans and other operating requirements. However, general economic downturns, fluctuations in the prices of products and unanticipated impact arising from competition could have an effect on funds generated from operations and our future expansion plans. In addition, the availability of funds through the issuance of commercial paper and new debt could be adversely affected due to a debt rating downgrade or a deterioration of certain financial ratios. There are no provisions in any agreements that would require early cash settlement of existing debt or leases as a result of a downgrade in our debt rating or a decrease in our stock price. Holders of the $580.7 million Senior Convertible notes may convert their notes into common stock if the minimum investment grade rating is not maintained. There is no indication that we will not be able to maintain this minimum investment grade rating. In addition, if a change in control of the company occurs on or before October 2006, each holder of the Senior Convertible Notes may require us to purchase for cash all or a portion of such holder’s notes. We may redeem for cash all or a portion of the notes at any time beginning October 2006, at a price equal to the sum of the issue price plus accrued original issue discount and accrued cash interest, if any, on the redemption date. Our debt ratings at January 28, 2005, were as follows:

23

Current Debt Ratings	S&P	Moody’s	Fitch
Commercial Paper	A1	P1	F1
Senior Debt	A+	A2	A
Outlook	Stable	Positive	Positive

OFF-BALANCE SHEET ARRANGEMENTS AND OTHER CONTRACTUAL OBLIGATIONS

Other than in connection with executing operating leases, we do not have any off-balance-sheet financing. The following table summarizes our significant contractual obligations and commercial commitments:

	Payments Due by Period
Contractual Obligations				Less than		1-3		4-5		After 5
(In Millions)		Total		1 year		years		years		years
Long-term Debt (principal and interest amounts, net of discount)	$	5,605	$	769	$	295	$	219	$	4,322
Capital Lease Obligations		688		60		118		117		393
Operating Leases		3,843		249		493		487		2,614
Purchase Obligations 1		450		377		56		8		9
Subtotal - Contractual Obligations	$	10,586	$	1,455	$	962	$	831	$	7,338

	Amount of Commitment Expiration by Period
Commercial Commitments				Less than		1-3		4-5		After 5
(In Millions)		Total		1 year		years		years		years
Letters of Credit 2	$	304	$	293	$	11	$	-	$	-

Total Contractual Obligations and Commercial Commitments $ 10,890 $ 1,748 $ 973 $ 831 $ 7,338

¹Represents contracts for purchases of property and construction of buildings, as well as commitments related to certain marketing and information technology programs.

²Letters of credit are issued for insurance programs, the purchase of import merchandise inventories and real estate and construction contracts.

COMPANY OUTLOOK

During fiscal 2005, we expect to open 150 stores, resulting in total square footage growth of approximately 13-14%. We expect total sales to increase approximately 17% and comparable store sales to increase approximately 5%. Operating margin, defined as gross margin less SG&A and depreciation, is expected to increase approximately 20 basis points. In addition, store opening costs are expected to be approximately $127 million. Diluted earnings per share of $3.25 to $3.34 are expected for the fiscal year ending February 3, 2006. Fiscal 2005 will include an extra week in the fourth quarter for a total of 53 weeks.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our major market risk exposure is the potential loss arising from the impact of changing interest rates on long-term debt. We currently only have fixed-rate debt. Our policy is to monitor the interest rate risks associated with this debt, and we believe any significant risks could be offset by accessing variable rate instruments available through our lines of credit. The following tables summarize our market risks associated with long-term debt, excluding capital leases. The tables present principal cash outflows and related interest rates by year of maturity, excluding unamortized original issue discounts as of January 28, 2005, and January 30, 2004. The fair values included in the following tables were determined using quoted market rates or interest rates that are currently available to us on debt with similar terms and remaining maturities.

Long-Term Debt Maturities by Fiscal Year
January 28, 2005
(Dollars in Millions)		Fixed Rate	Average Interest Rate
2005	$	608	7.32	%
2006		7	7.70	%
2007		61	6.89	%
2008		6	7.39	%
2009		1	7.52	%
Thereafter		3,025	4.49	%
Total	$	3,708
Fair Value	$	3,974

Long-Term Debt Maturities by Fiscal Year
January 30, 2004
(Dollars in Millions)	Fixed Rate		Average Interest Rate
2004	$	54		7.98	%
2005		608		7.32	%
2006		8		7.70	%
2007		61		6.89	%
2008		6		7.39	%
Thereafter		3,036		4.49	%
Total	$	3,773
Fair Value	$	3,985

24

Disclosure Regarding Forward-Looking Statements

Our Annual Report talks about our future, particularly in the “Letter to Shareholders” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” While we believe our estimates and expectations are reasonable, they are not guarantees of future performance. Our actual results could differ substantially from our expectations because, for example:

* Our sales are dependent upon the general economic health of the country, variations in the number of new housing starts, the level of repairs, remodeling and additions to existing homes, commercial building activity, and the availability and cost of financing. An economic downturn can impact sales because much of our inventory is purchased by our customers for their discretionary projects, which can be delayed or avoided altogether. In addition, weather may impact sales of product groups like lawn and garden, lumber, and building materials on a short-term basis.

* Our expansion strategy may be impacted by environmental regulations, local zoning issues, availability and development of land, and more stringent land use regulations. Furthermore, our ability to secure a highly-qualified workforce is an important element to the success of our expansion strategy.

* Many of our products, like lumber and plywood, are commodities whose prices may fluctuate erratically within an economic cycle.

* Our business is highly competitive, and as we expand to larger markets and utilize new sales channels such as the Internet, we may face new and additional forms of competition.

* The ability to continue our everyday low pricing strategy and provide the products that customers want depends on our vendors providing a reliable supply of products at competitive prices and our ability to effectively manage our inventory. As an increasing number of the products we sell are imported, any restrictions or limitations on importation of specific products, or a failure to comply with laws and regulations of those countries from which we import them, could interrupt our supply of imported inventory.

* Our commitment to increase market share and keep prices low requires us to make substantial investments in new technology and processes whose benefits could take longer than expected to be realized and which can be difficult to implement and integrate.

All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on the Company’s behalf are qualified by the cautionary statements in this section. Lowe’s does not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report.

Management’s Report on Internal Control Over Financial Reporting

Management of Lowe’s Companies, Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (Internal Control) as defined in Rules 13a-15(f) and 15d-15(f) under 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 control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial reporting and financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness may vary over time.

Our management evaluated the effectiveness of our Internal Control as of January 28, 2005. In evaluating our Internal Control, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our management’s assessment, we have concluded that, as of January 28, 2005, our Internal Control is effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements contained in this report, has issued an attestation report on our management’s assessment of our Internal Control. This report appears on page 26.

25

REPORT 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 accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January 28, 2005 and January 30, 2004, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for each of the three fiscal years in the period ended January 28, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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. 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, such consolidated financial statements present fairly, in all material respects, the financial position of Lowe’s Companies, Inc. and subsidiaries at January 28, 2005 and January 30, 2004, and the results of their operations and their cash flows for each of the three fiscal years in the period ended January 28, 2005 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation effective February 1, 2003.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of January 28, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 11, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina / April 11, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Lowe’s Companies, Inc.

Mooresville, North Carolina

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, included on page 25, that Lowe’s Companies, Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of January 28, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of January 28, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 28, 2005 of the Company and our report dated April 11, 2005 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s change in method of accounting for stock-based compensation as described in Note 1 to the consolidated financial statements.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina / April 11, 2005

26

Lowe's Companies, Inc.
Consolidated Statements of Earnings
						January 30, 2004					January 31, 2003
(In Millions, Except Per Share and Percentage Data) Years Ended On		January 28, 2005	% Sales			As Restated (Note 2	)	% Sales			As Restated (Note 2	)	% Sales
Net sales	$	36,464	100.00	%	$	30,838		100.00	%	$	26,112		100.00	%
Cost of sales		24,165	66.27			21,231		68.85			18,164		69.56
Gross margin		12,299	33.73			9,607		31.15			7,948		30.44
Expenses:
Selling, general and administrative (Note 7)		7,562	20.74			5,578		18.09			4,625		17.71
Store opening costs (Note 1)		123	0.34			128		0.42			129		0.49
Depreciation		902	2.47			777		2.52			640		2.46
Interest (Note 17)		176	0.48			180		0.58			182		0.70
Total expenses		8,763	24.03			6,663		21.61			5,576		21.36
Pre-tax earnings		3,536	9.70			2,944		9.54			2,372		9.08
Income tax provision (Note 15)		1,360	3.73			1,115		3.61			893		3.42
Earnings from continuing operations		2,176	5.97			1,829		5.93			1,479		5.66
Earnings from discontinued operations, net of tax (Note 3)		-	0.00			15		0.05			12		0.05
Net earnings	$	2,176	5.97	%	$	1,844		5.98	%	$	1,491		5.71	%
Basic earnings per share (Note 11)
Continuing operations	$	2.80			$	2.33				$	1.89
Discontinued operations		-				0.02					0.02
Basic earnings per share	$	2.80			$	2.35				$	1.91
Diluted earnings per share (Note 11)
Continuing operations	$	2.71			$	2.26				$	1.84
Discontinued operations		-				0.02					0.02
Diluted earnings per share	$	2.71			$	2.28				$	1.86
Cash dividends per share	$	0.15			$	0.11				$	0.09

See accompanying notes to the consolidated financial statements.

27

Lowe's Companies, Inc.
Consolidated Balance Sheets
							January 30, 2004
(In Millions, Except Par Value and Percentage Data)			January 28, 2005	% Total			As Restated (Note 2	)	% Total
Assets
Current assets:
Cash and cash equivalents (Note 1)		$	642	3.0	%	$	913		4.9	%
Short-term investments (Note 4)			171	0.8			711		3.8
Accounts receivable - net (Notes 1 and 5)			9	-			146		0.8
Merchandise inventory (Note 1)			5,982	28.2			4,584		24.4
Deferred income taxes (Note 15)			95	0.5			62		0.3
Other assets			75	0.4			106		0.6
Total current assets			6,974	32.9			6,522		34.8
Property, less accumulated depreciation (Notes 6 and 7)			13,911	65.6			11,819		63.0
Long-term investments (Note 4)			146	0.7			169		0.9
Other assets (Note 7)			178	0.8			241		1.3
Total assets		$	21,209	100.0	%	$	18,751		100.0	%
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt (Note 9)			630	3.0	%		77		0.4	%
Accounts payable			2,687	12.7			2,212		11.8
Accrued salaries and wages			386	1.8			335		1.8
Other current liabilities (Note 7)			2,016	9.5			1,576		8.4
Total current liabilities			5,719	27.0			4,200		22.4
Long-term debt, excluding current maturities (Notes 9, 10 and 13)			3,060	14.4			3,678		19.6
Deferred income taxes (Note 15)			736	3.5			594		3.2
Other long-term liabilities			159	0.7			63		0.3
Total liabilities			9,674	45.6			8,535		45.5
Shareholders' equity (Note 12):
Preferred stock - $5 par value, none issued			-	-			-		-
Common stock - $.50 par value;
Shares Issued and Outstanding
January 28, 2005	774
January 30, 2004	787		387	1.8			394		2.1
Capital in excess of par			1,514	7.1			2,247		12.0
Retained earnings			9,634	45.5			7,574		40.4
Accumulated other comprehensive income			-	-			1		-
Total shareholders' equity			11,535	54.4			10,216		54.5
Total liabilities and shareholders' equity		$	21,209	100.0	%	$	18,751		100.0	%

See accompanying notes to the consolidated financial statements.

28

Lowe's Companies, Inc.
Consolidated Statements of Shareholders' Equity
													Accumulated
							Capital in						Other			Total
	Common Stock							Excess of			Retained			Comprehensive			Shareholders'
(In Millions)		Shares			Amount			Par Value			Earnings			Income			Equity
Balance February 1, 2002, As Restated (Note 2)		775.7		$	388		$	1,803		$	4,392		$	1		$	6,584
Comprehensive Income:
Net Earnings, As Restated (Note 2)											1,491
Total Comprehensive Income, As Restated (Note 2)																	1,491
Tax Effect of Non-qualified Stock Options Exercised								29									29
Cash Dividends											(66	)					(66	)
Employee Stock Options Exercised (Note 12)		2.9			1			64									65
Stock Issued to ESOP (Notes 14 and 17)		1.9			1			78									79
Employee Stock Purchase Plan (Note 12)		1.4			1			49									50
Balance January 31, 2003, As Restated (Note 2)		781.9		$	391		$	2,023		$	5,817		$	1		$	8,232
Comprehensive Income:
Net Earnings, As Restated (Note 2)											1,844
Total Comprehensive Income, As Restated (Note 2)																	1,844
Tax Effect of Non-qualified Stock Options Exercised								27									27
Cash Dividends											(87	)					(87	)
Stock Compensation Expense, As Restated (Notes 1, 2 and 12)								51									51
Employee Stock Options Exercised (Note 12)		4.0			2			95									97
Employee Stock Purchase Plan (Note 12)		1.4			1			51									52
Balance January 30, 2004, As Restated (Note 2)		787.3		$	394		$	2,247		$	7,574		$	1		$	10,216
Comprehensive Income:
Net Earnings											2,176
Net Unrealized Investment Losses														(1	)
Total Comprehensive Income																	2,175
Tax Effect of Non-qualified Stock Options Exercised								33									33
Cash Dividends											(116	)					(116	)
Stock Compensation Expense (Notes 1 and 12)								70									70
Repurchase of Common Stock (Note 12)		(18.4	)		(9	)		(991	)								(1,000	)
Conversion of Debt to Common Stock		0.2						6									6
Employee Stock Options Exercised (Note 12)		3.4			1			89									90
Employee Stock Purchase Plan (Note 12)		1.3			1			60									61
Balance January 28, 2005		773.8		$	387		$	1,514		$	9,634		$	-		$	11,535

See accompanying notes to the consolidated financial statements.

29

Lowe's Companies, Inc.
Consolidated Statements of Cash Flows
				January 30, 2004			January 31, 2003
(In Millions) Years Ended On	January 28, 2005			As Restated (Note 2)			As Restated (Note 2)
Cash Flows From Operating Activities:
Net earnings	$	2,176		$	1,844		$	1,491
Earnings from discontinued operations, net of tax		-			(15	)		(12	)
Earnings from continuing operations		2,176			1,829			1,479
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
Depreciation and amortization		920			800			659
Deferred income taxes		109			157			221
Loss on disposition/writedown of fixed and other assets		21			31			18
Stock-based compensation expense		70			51			-
Tax effect of stock options exercised		33			31			29
Changes in operating assets and liabilities:
Accounts receivable - net		125			(16	)		(9	)
Merchandise inventory		(1,389	)		(648	)		(357	)
Other operating assets		31			(10	)		(9	)
Accounts payable		475			421			202
Other operating liabilities		462			296			421
Net cash provided by operating activities from continuing operations		3,033			2,942			2,654
Cash flows from investing activities:
Decrease (Increase) in short-term investments		690			86			(128	)
Purchases of long-term investments		(156	)		(381	)		(24	)
Proceeds from sale/maturity of long-term investments		28			193			-
Increase in other long-term assets		(14	)		(95	)		(33	)
Fixed assets acquired		(2,927	)		(2,345	)		(2,336	)
Proceeds from the sale of fixed and other long-term assets		122			45			44
Net cash used in investing activities from continuing operations		(2,257	)		(2,497	)		(2,477	)
Cash flows from financing activities:
Net decrease in short-term borrowings		-			(50	)		(50	)
Repayment of long-term debt		(82	)		(29	)		(63	)
Proceeds from employee stock purchase plan		61			52			50
Proceeds from stock options exercised		90			97			65
Cash dividend payments		(116	)		(87	)		(66	)
Repurchase of common stock		(1,000	)		-			-
Net cash used in financing activities from continuing operations		(1,047	)		(17	)		(64	)
Net cash provided by discontinued operations		-			112			16
Net (decrease) increase in cash and cash equivalents		(271	)		540			129
Cash and cash equivalents, beginning of year		913			373			244
Cash and cash equivalents, end of year	$	642		$	913		$	373

See accompanying notes to the consolidated financial statements.

30

LOWE'S COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JANUARY 28, 2005, JANUARY 30, 2004 AND JANUARY 31, 2003

NOTE 1 - Summary of Significant Accounting Policies:

The Company is the world's second largest home improvement retailer and operated 1,087 stores in 48 states at January 28, 2005. Below are those accounting policies considered to be significant by the Company.

Fiscal Year - The Company’s fiscal year ends on the Friday nearest the end of January. Each of the fiscal years presented contains 52 weeks. All references herein for the years 2004, 2003 and 2002 represent the fiscal years ended January 28, 2005, January 30, 2004, and January 31, 2003, respectively.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All material intercompany accounts and transactions have been eliminated.

Use of Estimates - The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses and related disclosures of contingent assets and liabilities. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased.

Investments - The Company has a cash management program which provides for the investment of cash balances not expected to be used in current operations in financial instruments that have maturities of up to 10 years. Investments, exclusive of cash equivalents, with a maturity date of one year or less from the balance sheet date or that are expected to be used in current operations, are classified as short-term investments. All other investments are classified as long-term. Investments consist primarily of money market preferred stocks, municipal obligations, agency bonds, corporate notes and stocks, auction rate securities and mutual funds.

The Company has classified all investment securities as available-for-sale, and they are carried at fair market value. Unrealized gains and losses on such securities are included in accumulated other comprehensive income in shareholders' equity.

DerivativeFinancial Instruments - The Company does not use derivative financial instruments for trading purposes.

Accounts Receivable - The majority of accounts receivable arise from sales to Commercial Business Customers. The Company sells its commercial business accounts receivable to General Electric Company and its subsidiaries (GE). When the Company sells its commercial business accounts receivable, it retains certain interests in those receivables, including the funding of a loss reserve and its obligation related to GE’s ongoing servicing of the receivables sold. Any gain or loss on the sale is determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests retained. Fair value is based on the present value of expected future cash flows taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, GE’s servicing costs and the discount rate commensurate with the uncertainty involved. Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.

See Note 5 for further discussion of the sale of the Company’s accounts receivable during fiscal 2004.

The allowance for doubtful accounts is based on historical experience and a review of existing receivables. The allowance for doubtful accounts was $2 million at January 28, 2005, and $7 million at January 30, 2004.

Sales generated through the Company’s private label credit cards are not reflected in receivables. Under an agreement with GE, credit is extended directly to customers by GE. All credit program-related services are performed and controlled directly by GE. The Company has the option, but no obligation, at the end of the agreement to purchase the receivables.

The total portfolio of receivables held by GE, including both receivables originated by GE from the Company’s private label credit cards and commercial business accounts receivable originated by the Company and sold to GE, approximated $4.5 billion at January 28, 2005, and $3.8 billion at January 30, 2004.

Merchandise Inventory - Inventory is stated at the lower of cost or market using the first-in, first-out method of inventory accounting. The cost of inventory also includes certain costs associated with the preparation of inventory for resale.

The Company records an inventory reserve for the loss associated with selling discontinued inventories below cost. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends and historical experience relating to the liquidation of discontinued inventory. Management does not believe the Company’s merchandise inventories are subject to significant risk of obsolescence in the near term, and management has the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns could result in the need for additional reserves. The Company also records an inventory reserve for the estimated shrinkage between physical inventories. This reserve is based primarily on actual shrink results from previous physical inventories. Changes in actual shrink results from completed physical inventories could result in revisions to previously estimated shrink expense. Management believes it has sufficient current and historical knowledge to record reasonable estimates for both of these inventory reserves.

Property and Depreciation - Property is recorded at cost. Costs associated with major additions are capitalized and depreciated. Capital assets are expected to yield future benefits and have useful lives which exceed one year. The total cost of a capital asset generally includes all applicable sales taxes, delivery costs, installation costs and other appropriate costs incurred by the Company in the case of self-constructed assets. Upon disposal, the cost of properties and related accumulated depreciation are removed from the accounts, with gains and losses reflected in the consolidated statements of earnings.

31

Depreciation is provided over the estimated useful lives of the depreciable assets. Assets are depreciated using the straight-line method. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the term of the related lease, which may include one or more option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. During the term of a lease, if a substantial additional investment is made in a leased location, the Company also reevaluates its definition of lease term to determine whether the investment would constitute an economic penalty in such amount that renewal appears, at the time of the reevaluation, to be reasonably assured.

Impairment/Store Closing - Losses related to impairment of long-lived assets are recognized when circumstances indicate the carrying values of the assets may not be recoverable. The Company periodically reviews the carrying value of long-lived assets for potential impairment. When management commits to close or relocate a store location, or when there are indicators that the carrying value of a long-lived asset may not be recoverable, the Company evaluates the carrying value of the asset in relation to its expected undiscounted future cash flows. If the carrying value of the assets is greater than the expected undiscounted future cash flows and the fair value of the assets is less than the carrying value, a provision is made for the impairment of the assets based on the excess of carrying value over fair value.

When a leased location is closed, a provision is made for the present value of future lease obligations, including property taxes, utilities, and common area maintenance, net of anticipated sublease income. Provisions for impairment and store closing costs are included in selling, general and administrative (SG&A) expenses.

Leases - Assets under capital leases are amortized in accordance with the Company's normal depreciation policy for owned assets or if shorter, over the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. During the term of a lease, if a substantial additional investment is made in a leased location, the Company also reevaluates its definition of lease term to determine whether the investment would constitute an economic penalty in such amount that renewal appears, at the time of the reevaluation, to be reasonably assured. The charge to earnings is included in depreciation expense in the consolidated financial statements.

For lease agreements that provide for escalating rent payments or free-rent occupancy periods, the Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date when all conditions precedent to the Company’s obligation to pay rent are satisfied.

Self-Insurance - The Company is self-insured for certain losses relating to worker’s compensation, automobile, property, general and product liability claims. The Company has stop-loss coverage to limit the exposure arising from these claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted ultimate cost for uninsured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to adequately record estimated losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. The Company’s self-insurance liability was $432 million and $327 million at January 28, 2005, and January 30, 2004, respectively, and is included in other current liabilities in the accompanying consolidated balance sheets.

Income Taxes - Income taxes are provided for temporary differences between the tax and financial accounting bases of assets and liabilities using the asset and liability method. The tax effects of such differences are reflected in the balance sheet at the enacted tax rates expected to be in effect when the differences reverse.

Store Opening 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 operations as incurred.

Revenue Recognition - The Company recognizes revenues when sales transactions occur and customers take possession of the merchandise. A provision for anticipated merchandise returns is provided in the period that the related sales are recorded. Revenues from product installation services are recognized when the installation is completed. Deferred revenues associated with amounts received for which customers have not yet taken possession of merchandise or for which installation has not yet been completed were $265 million and $200 million at January 28, 2005, and January 30, 2004, respectively. These amounts are included in other current liabilities in the accompanying consolidated balance sheets.

Revenues from gift cards are deferred and recognized when the cards are redeemed. The liability associated with unredeemed gift cards was $264 million and $201 million at January 28, 2005, and January 30, 2004, respectively, and these amounts are included in other current liabilities in the accompanying consolidated balance sheets.

Extended Warranties - Beginning in 2003, Lowe’s began selling separately priced extended warranty contracts under a new Lowe’s-branded program for which the Company is the primary obligor. The Company recognizes revenue from extended warranty sales on a straight-line basis over the respective contract term. Incremental direct acquisition costs associated with the sale of extended warranties are also deferred and recognized as expense on a straight-line basis over the respective contract term. All other costs, such as costs of services performed under the contract, general and administrative expenses and advertising expenses are expensed as incurred. Deferred revenues related to the Company’s extended warranty sales were $86 million and $8 million at January 28, 2005 and January 30, 2004, respectively.

Advertising - Costs associated with advertising are charged to operations as incurred. Gross advertising expenses were $740 million, $682 million and $608 million in 2004, 2003 and 2002, respectively. Cooperative advertising vendor funds of $2 million, $673 million and $583 million in 2004, 2003 and 2002, respectively, were recorded as a reduction of these expenses with the net amount included in SG&A. The reduction of the amount of cooperative advertising vendor funds recorded as a reduction of advertising expenses in 2004 is a result of the implementation of Emerging Issues Task Force Issue No. 02-16 (EITF 02-16), “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor.” See further discussion of cooperative advertising allowances and the impact of the implementation of EITF 02-16 in Vendor Funds.

32

Vendor Funds - The Company receives funds from vendors in the normal course of business for a variety of reasons, including purchase-volume-related discounts and rebates, advertising allowances, reimbursement for third-party in-store service related costs, defective merchandise allowances and reimbursement for selling expenses and display costs. Management uses projected purchase volumes to determine earnings rates, validates those projections based on actual and historical purchase trends and applies those rates to actual purchase volumes to determine the amount of funds accrued by the Company and receivable from the vendor. Amounts accrued could be impacted if actual purchase volumes differ from projected purchase volumes.

The Company historically treated purchase-volume-related discounts or rebates as a reduction of inventory cost and reimbursements of operating expenses received from vendors as a reduction of those specific expenses. The Company’s historical accounting treatment for these vendor-provided funds was consistent with EITF 02-16 with the exception of certain cooperative advertising and third-party in-store services for which the costs are ultimately funded by vendors. The Company previously treated the cooperative advertising allowances and third-party in-store service funds as a reduction of the related expense.

Under EITF 02-16, cooperative advertising allowances and third-party in-store service funds are treated as a reduction of inventory cost, unless they represent a reimbursement of specific, incremental and identifiable costs incurred by the customer to sell the vendor’s product. Substantially all of the cooperative advertising and third-party in-store service funds that the Company receives do not meet the specific, incremental and identifiable criteria in EITF 02-16. Therefore, for cooperative advertising and third-party in-store service fund agreements entered into after December 31, 2002, which was the effective date of the related provision of EITF 02-16, the Company treats funds that do not meet the specific, incremental and identifiable criteria as a reduction in the cost of inventory and recognizes these funds as a reduction of cost of sales 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.

Third-party in-store service costs were included in SG&A expense and the funds received from vendors were recorded as a reduction of inventory cost in 2004. Third-party in-store service costs for 2003 and 2002 are presented net of vendor funds of $175 million and $69 million, respectively.

This accounting change did not have a material impact on the 2003 financial statements since substantially all of the cooperative advertising allowance and third-party in-store service fund agreements for 2003 were entered into prior to December 31, 2002, the effective date of the related provision of EITF 02-16. This accounting change reduced diluted earnings per share by approximately $0.16 in fiscal 2004.

Comprehensive Income - The Company reports comprehensive income in its consolidated statement of shareholders’ equity. Comprehensive income represents changes in shareholders' equity from non-owner sources. For each of the three years in the period ended January 28, 2005, unrealized holding gains/losses on available-for-sale securities were the only items of other comprehensive income for the Company and were immaterial. The reclassification adjustments for gains/losses included in net earnings for 2004, 2003 and 2002 were also immaterial.

Stock-Based Compensation - Prior to 2003, the Company accounted for its stock-based compensation plans under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Therefore, no stock-based employee compensation is reflected in 2002 net earnings, other than for restricted stock grants, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

Effective February 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," prospectively for all employee awards granted or modified after January 31, 2003. Therefore, in accordance with the requirements of SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," the cost related to stock-based employee compensation included in the determination of net earnings for years ended January 28, 2005, and January 30, 2004 is less than that which would have been recognized if the fair-value-based method had been applied to all awards since the original effective date of SFAS No. 123. The Company recognized compensation expense in 2004 and 2003 totaling $70 and $51 million, respectively, for stock options and awards granted or modified during the year. These options generally vest over three years.

The following table illustrates the effect on net earnings and earnings per share if the fair-value-based method had been applied to all outstanding and unvested awards in each period:

(In Millions, Except Per Share Data)	2004			2003 As Restated (Note 2)			2002 As Restated (Note 2)
Net earnings as reported	$	2,176		$	1,844		$	1,491
Add: Stock-based compensation expense included in net earnings, net of related tax effects		43			32			-
Deduct: Total stock-based compensation expense determined under the fair-value-based method for all awards, net of related tax effects		(85	)		(93	)		(85	)
Pro forma net income	$	2,134		$	1,783		$	1,406
Earnings per share:
Basic - as reported	$	2.80		$	2.35		$	1.91
Basic - pro forma	$	2.75		$	2.26		$	1.81
Diluted - as reported	$	2.71		$	2.28		$	1.86
Diluted - pro forma	$	2.66		$	2.20		$	1.75

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the assumptions listed in the following table.

	2004			2003			2002
Weighted average fair value per option	$	16.56		$	17.64		$	19.22
Assumptions used:
Weighted average expected volatility		38.3	%		44.0	%		43.7	%
Weighted average expected dividend yield		0.22	%		0.26	%		0.27	%
Weighted average risk-free interest rate		2.39	%		2.89	%		4.35	%
Weighted average expected life, in years		3.3			5.5			4.0-7.0

Shipping and Handling Costs - The Company includes shipping and handling costs relating to the shipment of products to customers by third parties in cost of sales. Shipping and handling costs, which include salaries and vehicle operations expenses relating to the delivery of products to customers by the Company, are classified as SG&A expenses. Shipping and handling costs included in SG&A expenses were $255 million, $216 million, and $193 million during 2004, 2003 and 2002, respectively.

33

Recent Accounting Pronouncements - In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" (FIN 46). In December 2003, the FASB issued a revision to FIN 46 to make certain technical corrections and address certain implementation issues that had arisen. FIN 46 provides guidance on the identification and consolidation of variable interest entities, or VIEs, which are entities for which control is achieved through means other than through voting rights. The provisions of FIN 46 are required to be applied to VIEs created or in which the Company obtains an interest after January 31, 2003. For VIEs in which the Company holds a variable interest that it acquired before February 1, 2003, the provisions of FIN 46 were effective for the first quarter of 2004. The adoption of FIN 46, as revised, did not have an impact on the Company’s consolidated financial statements.

In October 2004, the EITF reached a consensus on EITF Issue No. 04-8 (EITF 04-8), "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share." Based on the EITF’s conclusion, the dilutive effect of contingently convertible debt instruments should be included in the calculation of diluted earnings per share regardless of whether the contingency has been met. The Company implemented the provisions of EITF 04-8 in the fourth quarter of 2004. In accordance with the transition provisions of EITF 04-8, the Company has retroactively adjusted diluted earnings per share calculations for all periods presented to include the dilutive effect of the assumed conversion of the Company’s $580.7 million Senior Convertible Notes issued in October 2001. The implementation of EITF 04-8 reduced diluted earnings per share by $0.03 for the year ended January 28, 2005, and $0.02 for the each of the years ended January 30, 2004, and January 31, 2003. See further discussion in Note 11 to the consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised) "Share-Based Payment.” This statement eliminates the alternative to account for share-based compensation transactions using APB Opinion No. 25 and will require that compensation expense be measured based on the grant-date fair value of the award and recognized over the requisite service period for awards that vest. The Company is currently evaluating the impact of this Statement, which is effective as of the beginning of the first interim or annual reporting period beginning after June 15, 2005. The Company currently recognizes stock-based compensation expense in accordance with the fair value provisions of SFAS No. 123. The adoption of SFAS No. 123 (revised) may affect the Company’s methodology for determining the fair value of stock-based compensation transactions and the method for recognizing the expense associated with these transactions. However, the Company does not expect the adoption of this statement to have a material impact on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions.” The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of this statement to have a material impact on its consolidated financial statements.

Segment Information - The Company’s operations are aggregated within one reportable segment, representing the operations of the Company’s home improvement retail stores within the United States of America.

Reclassifications - Certain prior period amounts have been reclassified to conform to current classifications.

NOTE 2 - Restatement:

Subsequent to the issuance of the Company’s January 30, 2004 consolidated financial statements, the Company determined that its treatment of certain lease-related activities did not conform to accounting principles generally accepted in the United States of America. This was identified as a result of the Company’s review of its accounting policies and practices surrounding leases. Subsequent to this review, the Company, in consultation with its independent registered public accounting firm, Deloitte & Touche LLP, and following discussions with the audit committee of the board of directors, concluded to restate the Company's prior period financial statements to correct errors resulting from its accounting for leases. Although the Company does not believe that this error resulted in a material misstatement of the Company's consolidated financial statements for any annual or interim periods, the effects of correcting the error would have had a material effect on the Company's results of operations for the fourth quarter of fiscal 2004.

In the restatement, the Company accelerated its depreciation expense for lease assets and leasehold improvements to limit the depreciable lives of those assets to the lease term, as determined in accordance with SFAS No. 13, “Accounting for Leases,” which the Company defines to include the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. Previously, the Company depreciated these assets over the estimated useful lives for similar owned assets. The Company also revised its calculation of rent expense (and the related deferred rent liability) for its ground leases by including in its straight line rent expense calculations any free-rent occupancy periods allowed under those ground leases while the store is being constructed on the leased property. The Company previously recognized rent expense for these types of leases upon commencement of lease payments. In the restatement, the Company also adjusted its prior period financial statements to correct immaterial accounting errors previously identified during the audits of those financial statements. The impact on previously reported net earnings of these other adjustments resulted in a decrease of $18 million and an increase of $38 million for fiscal years 2003 and 2002, respectively.

The following tables summarize the effects of the restatement on the Company’s consolidated balance sheet as of January 30, 2004, as well as the effects of these changes on the Company’s consolidated statements of earnings for fiscal years 2003 and 2002 and the effect on retained earnings as of February 1, 2002. These changes did not affect cash flows in 2003 or 2002.

34

	Consolidated Balance Sheet
		January 30, 2004					January 30, 2004
(In Millions)		As Previously Reported*		Adjustments			As Restated
Deferred income taxes	$	59	$	3		$	62
Total current assets		6,519		3			6,522
Property, less accumulated depreciation		11,945		(126	)		11,819
Total assets	$	18,874	$	(123	)	$	18,751
Deferred income taxes		657		(63	)		594
Other long-term liabilities		30		33			63
Total liabilities		8,565		(30	)		8,535
Capital in excess of par		2,237		10			2,247
Retained earnings		7,677		(103	)		7,574
Total shareholders' equity		10,309		(93	)		10,216
Total liabilities and shareholders' equity	$	18,874	$	(123	)	$	18,751

* Certain amounts have been reclassified to conform to current classifications.

	Consolidated Statement of Earnings
		January 30, 2004					January 30, 2004
Year Ended On (In Millions, Except Per Share Data)		As Previously Reported		Adjustments			As Restated
Expenses:
Selling, general and administrative	$	5,543	$	35		$	5,578
Depreciation		758		19			777
Total expenses		6,609		54			6,663
Pre-tax earnings		2,998		(54	)		2,944
Income tax provision		1,136		(21	)		1,115
Earnings from continuing operations		1,862		(33	)		1,829
Net earnings	$	1,877	$	(33	)	$	1,844
Basic earnings per share (Notes 1 and 11)
Continuing operations	$	2.37	$	(0.04	)	$	2.33
Discontinued operations		0.02		-			0.02
Basic earnings per share	$	2.39	$	(0.04	)	$	2.35
Diluted earnings per share (Notes 1 and 11)
Continuing operations	$	2.30	$	(0.04	)	$	2.26
Discontinued operations		0.02		-			0.02
Diluted earnings per share	$	2.32	$	(0.04	)	$	2.28

	Consolidated Statement of Earnings
		January 31, 2003					January 31, 2003
Year Ended On (In Millions, Except Per Share Data)		As Previously Reported		Adjustments			As Restated
Expenses:
Selling, general and administrative	$	4,676	$	(51	)	$	4,625
Depreciation		622		18			640
Total expenses		5,609		(33	)		5,576
Pre-tax earnings		2,339		33			2,372
Income tax provision		880		13			893
Earnings from continuing operations		1,459		20			1,479
Net earnings	$	1,471	$	20		$	1,491
Basic earnings per share (Notes 1 and 11)
Continuing operations	$	1.87	$	0.02		$	1.89
Discontinued operations		0.02		-			0.02
Basic earnings per share	$	1.89	$	0.02		$	1.91
Diluted earnings per share (Notes 1 and 11)
Continuing operations	$	1.81	$	0.03		$	1.84
Discontinued operations		0.02		-			0.02
Diluted earnings per share	$	1.83	$	0.03		$	1.86

	Consolidated Statement of Shareholders' Equity
		February 1, 2002					February 1, 2002
(In Millions)		As previously reported		Adjustments			As Restated
Retained earnings	$	4,482	$	(90	)	$	4,392

Additionally, the Company’s auction rate securities are included in short-term investments due to recent interpretations that make this classification more appropriate than the previous years’ classification as cash equivalents. The amount reclassified was $533 million at January 30, 2004. The impact on cash flows from investing activities resulting from this reclassification was a decrease of $53 million in 2003 and an increase of $75 million in 2002. There was no impact on total cash flows in 2003 or 2002.

NOTE 3 - Discontinued Operations:

During the fourth quarter of 2003, the Company sold 26 commodity-focused locations operating under The Contractor Yard name (the “Contractor Yards”). This sale was effected to allow the Company to continue to focus on its retail and commercial business. The Company has reported the results of operations of the Contractor Yards as discontinued operations for 2003 and 2002. Total net assets included in the disposal group and sold as of January 30, 2004, were approximately $111 million and consisted primarily of $47 million in net accounts receivable, $37 million in merchandise inventory and $27 million in property, less accumulated depreciation.

The results of operations of the Contractor Yards included in discontinued operations were as follows:

	Years Ended On
(In Millions)	January 30, 2004		January 31, 2003
Net sales from discontinued operations	$	425	$	379
Pre-tax earnings from discontinued operations		20		20
Gain on sale of Contractor Yards		5		-
Income tax provision		10		8
Earnings from discontinued operations, net of tax	$	15	$	12

35

NOTE 4 - Investments:

The Company’s investment securities are classified as available-for-sale. The amortized cost, gross unrealized holding gains and losses and fair values of the investments at January 28, 2005, and January 30, 2004, were as follows:

	January 28, 2005									January 30, 2004
Type	Amortized		Gross Unrealized		Gross Unrealized			Fair		Amortized		Gross Unrealized		Gross Unrealized		Fair
(In Millions)	Cost		Gains		Losses			Value		Cost		Gains		Losses		Value
Municipal Obligations	$	162	$	-	$	-		$	162	$	626	$	-	$	-	$	626
Money Market Preferred Stock		9		-		-			9		78		-		-		78
Corporate Notes		-		-		-			-		7		-		-		7
Classified as Short-Term		171		-		-			171		711		-		-		711
Municipal Obligations		97		-		(1	)		96		92		-		-		92
Corporate Notes		19		-		-			19		32		-		-		32
Agency Bonds		-		-		-			-		23		-		-		23
Asset-Backed Obligations		16		-		-			16		16		-		-		16
Mutual Funds		14		1		-			15		5		1		-		6
Classified as Long-Term		146		1		(1	)		146		168		1		-		169
Total	$	317	$	1	$	(1	)	$	317	$	879	$	1	$	-	$	880

The proceeds from sales of available-for-sale securities were $117 million, $204 million and $2 million for 2004, 2003 and 2002, respectively. Gross realized gains and losses on the sale of available-for-sale securities were not significant for any of the periods presented. The municipal obligations classified as long-term at January 28, 2005, will mature in one to five years. Corporate notes classified as long-term at January 28, 2005, will mature in one to two years. Asset-backed obligations classified as long-term at January 28, 2005, will mature in two to seven years.

NOTE 5 - Accounts Receivable:

In May 2004, the Company entered into an agreement with GE to sell its then-existing portfolio of commercial business accounts receivable to GE. During the term of the agreement, which ends on December 31, 2009, unless terminated sooner by the parties, GE also purchases at face value new commercial business accounts receivable originated by the Company and services these accounts. These receivables arise primarily from sales of goods and services to the Company’s Commercial Business Customers.

The Company accounts for the transfers as sales of the accounts receivable. When the Company sells its commercial business accounts receivable, it retains certain interests in those receivables, including the funding of a loss reserve and its obligation related to GE’s ongoing servicing of the receivables sold. Any gain or loss on the sale is determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests retained. Fair value is based on the present value of expected future cash flows taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, GE’s servicing costs and the discount rate commensurate with the uncertainty involved. Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.

The initial portfolio of commercial business accounts receivable sold to GE in May 2004 totaled $147 million. Total commercial business accounts receivable sold to GE since program inception through the end of 2004 totaled $1.2 billion. During 2004, the Company recognized losses of $34 million on these sales as SG&A expense, which primarily relate to the fair value of the obligations incurred related to servicing costs that are remitted to GE monthly. At January 28, 2005, the fair value of the retained interests was a net liability of $0.2 million and was determined based on the present value of expected future cash flows.

NOTE 6 - Property and Accumulated Depreciation:

Property is summarized by major class in the following table:

(In Millions)	Estimated depreciable lives (in years)		January 28, 2005			January 30, 2004
Cost:
Land		N/A	$	4,197		$	3,635
Buildings		7-40		7,007			5,950
Equipment		3-10		5,405			4,355
Leasehold Improvements*		7-30		1,401			1,133
Total Cost				18,010			15,073
Accumulated Depreciation and Amortization				(4,099	)		(3,254	)
Net Property			$	13,911		$	11,819

* Leasehold improvements are depreciated over the shorter of their estimated useful lives or the term of the related lease, which is defined to include the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. During the term of a lease, if a substantial additional investment is made in a leased location, the Company also reevaluates its definition of lease term to determine whether the investment would constitute an economic penalty in such amount that renewal appears, at the time of the reevaluation, to be reasonably assured.

Included in net property are assets under capital lease of $538 million, less accumulated depreciation of $227 million, at January 28, 2005, and $539 million, less accumulated depreciation of $201 million, at January 30, 2004.

NOTE 7 - Impairment and Store Closing Costs:

The Company periodically reviews the carrying value of long-lived assets for potential impairment. When management commits to close or relocate a store location, or when there are indicators that the carrying value of a long-lived asset may not be recoverable, the Company evaluates the carrying value of the asset in relation to its expected future cash flows. If the carrying value of the asset is greater than the expected future cash flows and the fair value of the asset is less than the carrying value, a provision is made for the impairment of the asset based on the excess of carrying value over fair value. The fair value of the assets is generally based on appraisals and the Company’s historical experience. The provision for impairment is included in SG&A expense. Impairment provisions recorded were $31 million, $14 million and $22 million in fiscal 2004, 2003 and 2002, respectively.

36

Closed store real estate is included in other assets and amounted to $56 million and $89 million at January 28, 2005, and January 30, 2004, respectively.

When leased locations are closed, a liability is recognized for the fair value of future contractual obligations, including property taxes, utilities, and common area maintenance, net of anticipated sublease income. The provision for store closing costs is included in SG&A expense.

The following table summarizes the store closing liability and the respective changes in the obligation, which is included in other current liabilities in the consolidated balance sheets.

Store Closing Liability
(In Millions)
Balance at February 1, 2002	$	17
Accrual for store closing costs		9
Lease payments, net of sublease income		(10	)
Balance at January 31, 2003	$	16
Accrual for store closing costs		12
Lease payments, net of sublease income		(9	)
Balance at January 30, 2004	$	19
Accrual for store closing costs		16
Lease payments, net of sublease income		(11	)
Balance at January 28, 2005	$	24

NOTE 8 - Short-term Borrowings and Lines of Credit:

The Company has a $1 billion senior credit facility which became effective in July 2004 and expires in July 2009. This facility is available to support the Company's $1 billion commercial paper program and for short-term borrowings. Borrowings are priced based upon market conditions at the time of funding in accordance with the terms of the senior credit facility. The senior credit facility contains certain covenants, including maintenance of a specific financial ratio. The Company was in compliance with these covenants at January 28, 2005. Fifteen banking institutions are participating in the $1 billion senior credit facility and, as of January 28, 2005, there were no outstanding loans under the facility. 

Five banks have extended lines of credit aggregating $513 million for the purpose of issuing documentary letters of credit and standby letters of credit. These lines do not have termination dates but are reviewed periodically. Commitment fees ranging from .25% to .50% per annum are paid on the letters of credit amounts outstanding. Outstanding letters of credit totaled $304 million as of January 28, 2005, and $161 million as of January 30, 2004.

There were no short-term borrowings outstanding at January 28, 2005, or January 30, 2004.

NOTE 9 - Long-Term Debt:

				Fiscal Year
Debt Category				of Final		January 28,		January 30,
(In Millions)	Interest Rates			Maturity		2005		2004
Secured Debt:1
Mortgage Notes		6.82 to 8.25	%		2028	$	37	$	45
Unsecured Debt:
Debentures		6.50 to 6.88	%		2029		693		692
Notes		7.50 to 8.25	%		2010		997		996
Medium-Term Notes - Series A		7.35 to 8.20	%		2023		27		74
Medium-Term Notes - Series B2		6.70 to 7.61	%		2037		267		267
Senior Notes		6.38	%		2005		100		100
Convertible Notes		0.86 to 2.50	%		2021		1,146		1,136
Capital Leases					2029		423		445
Total Long-Term Debt							3,690		3,755
Less Current Maturities							630		77
Long-Term Debt, Excluding Current Maturities						$	3,060	$	3,678

¹ Real properties with an aggregate book value of $86 million were pledged as collateral at January 28, 2005, for secured debt.

² Approximately 34% of these Medium Term Notes may be put at the option of the holder on either the tenth or twentieth anniversary date of the issue at par value. None of these notes are currently putable.

Debt maturities, exclusive of capital leases, for the next five fiscal years and thereafter are as follows: 2005, $608 million; 2006, $7 million; 2007, $61 million; 2008, $6 million; 2009, $1 million; thereafter, $3,025 million.

The Company’s debentures, senior notes, medium-term notes and convertible notes contain certain restrictive covenants, including maintenance of a specific financial ratio. The Company was in compliance with all covenants in these agreements at January 28, 2005, and January 30, 2004.

The Company has $580.7 million aggregate principal of senior convertible notes at an issue price of $861.03 per note. Interest on the notes, at the rate of 0.8610% per year on the principal amount at maturity, is payable semiannually in arrears until October 2006. After that date, the Company will not pay cash interest on the notes prior to maturity. Instead, in October 2021 when the notes mature, a holder will receive $1,000 per note, representing a yield to maturity of approximately 1%. Holders may convert their notes into 17.212 shares of the Company’s common stock, subject to adjustment, only if: the sale price of the Company’s common stock reaches specified thresholds, the credit rating of the notes is below a specified level, the notes are called for redemption, or specified corporate transactions have occurred. Holders may require the Company to purchase all or a portion of their note in October 2006, at a price of $861.03 per note plus accrued cash interest, if any, or in October 2011, at a price of $905.06 per note. The Company may choose to pay the purchase price of the notes in cash or common stock or a combination of cash and common stock. In addition, if a change in control of the Company occurs on or before October 2006, each holder may require the Company to purchase for cash all or a portion of such holder’s notes. The Company may redeem for cash all or a portion of the notes at any time beginning October 2006, at a price equal to the sum of the issue price plus accrued original issue discount and accrued cash interest, if any, on the redemption date. The conditions that permit conversion were not satisfied at January 28, 2005.

37

The Company has $994.7 million aggregate principal of convertible notes at an issue price of $608.41 per note. Interest will not be paid on the notes prior to maturity in February 2021, at which time the holders will receive $1,000 per note, representing a yield to maturity of 2.5%. Holders may convert their notes at any time on or before the maturity date, unless the notes have been previously purchased or redeemed, into 16.448 shares of the Company's common stock per note. Holders of the notes may require the Company to purchase all or a portion of their notes in February 2011 at a price of $780.01 per note. The Company may choose to pay the purchase price of the notes in cash or common stock, or a combination of cash and common stock. Holders of an insignificant number of notes exercised their right to require the Company to purchase their notes during fiscal 2004, all of which were purchased in cash.

NOTE 10 - Financial Instruments:

Cash and cash equivalents, accounts receivable, short-term borrowings, trade accounts payable and accrued liabilities are reflected in the financial statements at cost which approximates fair value. Short and long-term investments, classified as available-for-sale securities, are reflected in the financial statements at fair value. Estimated fair values for long-term debt have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The fair value of the Company's long-term debt excluding capital leases is as follows:

	January 28, 2005				January 30, 2004
	Carrying		Fair		Carrying		Fair
(In Millions)	Amount		Value		Amount		Value
Liabilities:
Long-Term Debt (Excluding Capital Leases)	$	3,267	$	3,974	$	3,310	$	3,985

Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt issues that are not quoted on an exchange.

NOTE 11 - Earnings per Share:

Basic earnings per share (EPS) excludes dilution and is computed by dividing the applicable net earnings by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is calculated based on the weighted-average shares of common stock as adjusted for the potential dilutive effect of stock options and applicable convertible notes as of the balance sheet date. In the fourth quarter of fiscal 2004, the Company implemented EITF 04-8. Based on the EITF’s conclusion, the dilutive effect of contingently convertible debt instruments should be included in the calculation of diluted earnings per share regardless of whether the contingency has been met. As a result of this implementation, the Company has retroactively adjusted diluted earnings per share calculations for all periods presented to include the dilutive effect of the assumed conversion of the Company’s $580.7 million Senior Convertible Notes issued in October 2001. The implementation of EITF 04-8 reduced diluted earnings per share by $0.03 for the year ended January 28, 2005, and $0.02 for each of the years ended January 30, 2004, and January 31, 2003. The following table reconciles EPS for 2004, 2003 and 2002.

(In Millions, Except Per Share Data)	2004		2003		2002
Basic Earnings per Share:
Earnings from Continuing Operations	$	2,176	$	1,829	$	1,479
Earnings from Discontinued Operations, Net of Tax		-		15		12
Net Earnings	$	2,176	$	1,844	$	1,491
Weighted Average Shares Outstanding		777		785		779
Basic Earnings per Share: Continuing Operations	$	2.80	$	2.33	$	1.89
Basic Earnings per Share: Discontinued Operations		-		0.02		0.02
Basic Earnings per Share	$	2.80	$	2.35	$	1.91
Diluted Earnings per Share:
Net Earnings	$	2,176	$	1,844	$	1,491
Net Earnings Adjustment for Interest on Convertible Debt, Net of Tax		14		14		14
Net Earnings, as Adjusted	$	2,190	$	1,858	$	1,505
Weighted Average Shares Outstanding		777		785		779
Dilutive Effect of Stock Options		5		4		4
Dilutive Effect of Convertible Debt		26		27		27
Weighted Average Shares, as Adjusted		808		816		810
Diluted Earnings per Share: Continuing Operations	$	2.71	$	2.26	$	1.84
Diluted Earnings per Share: Discontinued Operations		-		0.02		0.02
Diluted Earnings per Share	$	2.71	$	2.28	$	1.86

NOTE 12 - Shareholders' Equity:

Authorized shares of common stock were 2.8 billion at January 28, 2005, and January 30, 2004.

The Company has five million authorized shares of preferred stock ($5 par), none of which have been issued. The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series, having such voting rights, dividend and liquidation preferences and such conversion and other rights as may be designated by the Board of Directors at the time of issuance.

In April 2004, the Board of Directors authorized the termination of its shareholder rights plan and the related redemption of all purchase rights under this plan. These rights were redeemed for one-twentieth of a cent ($0.0005) per share, or approximately $400,000. 

In January 2005, the Board of Directors authorized $1 billion in share repurchases through 2006. This program is intended to be implemented through purchases made from time to time either in the open market or through private transactions. Shares purchased under the share repurchase program are retired and returned to authorized and unissued status. As of January 28, 2005, the share repurchase program had a remaining authorized balance of $1 billion for future common stock repurchases. During 2004, the Company repurchased 18.4 million shares at a total cost of $1 billion under the December 2003 share repurchase authorization, leaving no amounts remaining under this prior authorization.

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The Company granted restricted stock awards of 346,000 shares with a per share weighted-average fair value of $56.75 in 2004. The Company granted restricted stock awards of 550,000 shares with a per share weighted-average fair value of $39.30 in 2003. These grants normally vest over three years. No restricted stock awards were granted in 2002, with no related expense recorded in 2002. Related expenses (charged to compensation expense) for 2004 and 2003 were $12 million and $5 million, respectively.

The Company has three stock incentive plans, referred to as the “2001”, “1997” and “1994” Incentive Plans, under which incentive and non-qualified stock options may be granted to key employees. No awards may be granted after 2011 under the 2001 plan, after 2007 under the 1997 plan and after 2004 under the 1994 plan. Stock options generally have terms of seven years, normally vest evenly over three years, and are assigned an exercise price of not less than the fair market value on the date of grant. Related expenses (charged to compensation expense) for 2004 and 2003 were $39 million and $33 million, respectively. At January 28, 2005, there were 17,375,000 and 473,000 shares available for grants under the 2001 and 1997 plans, respectively, and no shares available for grants under the 1994 plan.

Stock option information related to the 2001, 1997 and 1994 Incentive Plans is summarized as follows:

Key Employee Stock Option Plans	Shares (In Thousands)			Weighted-Average Exercise Price Per Share
Outstanding at February 1, 2002		19,141		$	28.77
Granted		5,537			43.65
Canceled or Expired		(1,085	)		34.28
Exercised		(2,942	)		22.20
Outstanding at January 31, 2003		20,651		$	33.37
Granted		4,318			40.39
Canceled or Expired		(1,129	)		39.66
Exercised		(3,745	)		26.20
Outstanding at January 30, 2004		20,095		$	35.68
Granted		2,959			56.11
Canceled or Expired		(759	)		44.88
Exercised		(3,077	)		30.18
Outstanding at January 28, 2005		19,218		$	39.56
Exercisable at January 28, 2005		8,795		$	30.93
Exercisable at January 30, 2004		7,525		$	27.58
Exercisable at January 31, 2003		7,770		$	23.75

	Outstanding						Exercisable
Range of Exercise Prices	Options (In Thousands)		Weighted-Average Remaining Term		Weighted- Average Exercise Price		Options (In Thousands)		Weighted-Average Exercise Price
$5.18 - $7.52		48		0.8	$	5.85		48	$	5.85
8.70 - 12.60		14		2.3		10.79		14		10.79
13.19 - 19.44		173		2.6		14.95		173		14.95
21.34 - 31.16		5,508		2.4		25.41		5,505		25.41
35.12 - 52.06		10,958		4.4		43.31		3,055		42.27
$53.57 - $58.93		2,517		6.1		56.67		-		-
Totals		19,218		4.0	$	39.56		8,795	$	30.93

The Company maintains the Lowe's Companies, Inc. Directors' Stock Option Plan for its non-employee directors. During the term of the Plan, each non-employee Director is awarded 4,000 options on the date of the first board meeting after each annual meeting of the Company's shareholders (the award date). The maximum number of shares available for grant under the Plan is 500,000, subject to adjustment. No awards may be granted under the Plan after the award date in 2008. The options vest evenly over three years, expire after seven years and are assigned a price equal to the fair market value of the Company's common stock on the date of grant.

Stock option information related to the Directors’ Stock Option Plan is summarized as follows:

Directors' Stock Option Plans	Shares (In Thousands)			Weighted-Average Exercise Price Per Share
Outstanding at February 1, 2002		100		$	28.92
Granted		40			47.16
Exercised		(4	)		25.85
Outstanding at January 31, 2003		136		$	34.38
Granted		36			42.26
Exercised		(25	)		28.74
Canceled or Expired		(12	)		43.03
Outstanding at January 30, 2004		135		$	36.77
Granted		40			53.57
Exercised		(10	)		27.62
Canceled or Expired		(8	)		42.83
Outstanding at January 28, 2005		157		$	41.28
Exercisable at January 28, 2005		89		$	34.96
Exercisable at January 30, 2004		71		$	31.28
Exercisable at January 31, 2003		59		$	27.06

	Outstanding						Exercisable
Range of Exercise Prices	Options (In Thousands)		Weighted-Average Remaining Term		Weighted- Average Exercise Price		Options (In Thousands)		Weighted-Average Exercise Price
$22.88 - $25.84		32		1.8	$	24.36		32	$	24.36
$35.91 - $53.57		125		5.0		45.60		57		40.87
Totals		157		4.3	$	41.28		89	$	34.96

The Company maintains a qualified Employee Stock Purchase Plan that allows eligible employees to participate in the purchase of designated shares of the Company’s common stock. Ten million shares were authorized for this plan with 3,322,437 remaining available at January 28, 2005. For offering periods prior to December 1, 2004, the purchase price of the stock under the plan was equal to 85% of the lower of the closing price at the beginning or the end of each semi-annual stock purchase period. However, beginning with the December 1, 2004, offering period, the plan’s provisions were modified to provide that the purchase price would be equal to 85% of the closing price on the date of purchase. The Company issued 1,331,294, 1,441,518, and 1,341,241 shares of common stock pursuant to this plan during 2004, 2003 and 2002, respectively. As discussed in Note 1, effective February 1, 2003, the Company adopted the fair-value recognition provisions of SFAS No. 123 for all employee awards granted or modified after January 31, 2003. As a result, during 2004 and 2003, the Company recognized compensation expense totaling $19 million and $13 million, respectively, relating to stock issued under the Employee Stock Purchase Plan during that period, which is included in the $70 million and $51 million in compensation expense recognized in 2004 and 2003, respectively. No compensation expense was recorded in 2002 related to the Employee Stock Purchase Plan, as the Plan qualified as non-compensatory under the intrinsic value method of accounting.

39

NOTE 13 - Leases:

The Company leases certain store facilities and land for certain store facilities under agreements with original terms generally of 20 years. For lease agreements that provide for escalating rent payments or free-rent occupancy periods, the Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date when all conditions precedent to the Company’s obligation to pay rent are satisfied. The leases generally contain provisions for four to six renewal options of five years each.

Some agreements also provide for contingent rental based on sales performance in excess of specified minimums. In 2004, 2003 and 2002, contingent rentals have been nominal.

Certain equipment is also leased by the Company under agreements ranging from two to five years. These agreements typically contain renewal options providing for a renegotiation of the lease, at the Company's option, based on the fair market value at that time.

The future minimum rental payments required under capital and operating leases having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:

(In Millions)	Operating Leases				Capital Leases
Fiscal Year	Real Estate		Equipment		Real Estate		Equipment		Total
2005	$	248	$	1	$	59	$	1	$	309
2006		246		1		58		1		306
2007		245		1		59		-		305
2008		244		-		59		-		303
2009		243		-		58		-		301
Later Years		2,614		-		393		-		3,007
Total Minimum Lease Payments	$	3,840	$	3	$	686	$	2	$	4,531
Total Minimum Capital Lease Payments					$	688
Less Amount Representing Interest						265
Present Value of Minimum Lease Payments						423
Less Current Maturities						22
Present Value of Minimum Lease Payments, Less Current Maturities					$	401

Rental expenses under operating leases for real estate and equipment were $271 million, $238 million and $226 million in 2004, 2003 and 2002, respectively.

NOTE 14 - Employee Retirement Plans:

The Company maintains a defined contribution retirement plan for its employees (the 401(k) Plan). Employees are eligible to participate in the 401(k) Plan after completing 90 days of continuous service. Participants are allowed to choose from a group of mutual funds in order to designate how both employer and employee contributions are to be invested. The Company's common stock is also one of the investment options for contributions to the 401 (k) Plan. Company shares held on the participants’ behalf by the 401(k) Plan are voted by the participants. The Company makes contributions to the 401(k) Plan each payroll period based upon a matching formula applied to employee contributions. In addition, beginning in 2002, the Company offers a performance match to eligible 401(k) Plan participants based on growth of earnings before taxes for the fiscal year. 401(k) Plan participants must have three or more years of employment service and be actively employed on the last day of the fiscal year to be eligible for the performance match. The performance match is funded in participant accounts in April of the following year. The Company’s contributions to the 401(k) Plan vest immediately in the participant accounts. Once participants reach age 59 ½, they may elect to withdraw their entire 401(k) Plan balance. This is a one-time, in-service distribution option. Participants may also withdraw contributions and rollover contributions while still actively employed for reasons of hardship. In addition, participants with 20 or more years of service, who have an Employee Stock Ownership Plan carryforward account balance within the 401(k) Plan, can elect to receive a one-time, in-service distribution of 50% of this account balance.

The Company maintains a Benefit Restoration Plan (BRP) to provide benefits in addition to those provided under the 401(k) Plan to 401(k) Plan participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986.

The Company recognized expense associated with contributions to employee retirement plans of $68 million, $83 million and $115 million in 2004, 2003 and 2002, respectively.

In fiscal 2003, the Company implemented a non-qualified deferred compensation program called the Lowe’s Cash Deferral Plan. This plan is designed to permit highly compensated employees to defer receipt of portions of their compensation, thereby delaying taxation on the deferral amount and on subsequent earnings until the balance is distributed. This plan does not provide for employer contributions.

NOTE 15 - Income Taxes:

The following is a reconciliation of the effective tax rate to the federal statutory tax rate for continuing operations.

	2004			2003			2002
Statutory Federal Income Tax Rate		35.0	%		35.0	%		35.0	%
State Income Taxes- Net of Federal Tax Benefit		3.5			3.1			3.3
Stock-Based Compensation Expense		0.2			0.2			0.0
Other, Net		(0.2	)		(0.4	)		(0.7	)
Effective Tax Rate		38.5	%		37.9	%		37.6	%

	Components of Income Tax Provision for Continuing Operations
(In Millions)	2004		2003		2002
Current
Federal	$	1,077	$	834	$	590
State		174		124		82
Total Current		1,251		958		672
Deferred
Federal		86		143		183
State		23		14		38
Total Deferred		109		157		221
Total Income Tax Provision	$	1,360	$	1,115	$	893

40

The tax effect of cumulative temporary differences that gave rise to the deferred tax assets and liabilities at January 28, 2005, and January 30, 2004, is as follows:

	January 28, 2005								January 30, 2004
(In Millions)	Assets		Liabilities			Total			Assets		Liabilities			Total
Excess Property and Store Closing Costs	$	19	$	-		$	19		$	22	$	-		$	22
Self-Insurance		37		-			37			31		-			31
Depreciation		-		(776	)		(776	)		-		(625	)		(625	)
Rent		26		-			26			13		-			13
Vacation Accrual		7		-			7			5		-			5
Allowance for Sales Returns		43		-			43			32		-			32
Stock-Based Compensation Expense		28		-			28			2		-			2
Other, Net		19		(44	)		(25	)		17		(29	)		(12	)
Total	$	179	$	(820	)	$	(641	)	$	122	$	(654	)	$	(532	)

Given the consistent profitability of past operations, the Company believes that the deferred tax assets will be recovered and that no valuation allowance is necessary.

The tax balances and income tax expense recognized by the Company are based on management’s interpretation of the current tax laws of multiple tax jurisdictions. Income tax expense reflects the Company’s best estimates and assumptions regarding the level of future taxable income and interpretation of current tax laws.

Tax authorities periodically audit the Company’s income tax returns. These audits include a review of the Company’s tax filing positions, including the timing and amount of income and deductions in various tax jurisdictions.  In evaluating liabilities associated with its various tax filing positions, the Company has accrued for probable liabilities resulting from tax assessments by tax authorities. The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented.

NOTE 16 - Commitments and Contingencies:

The Company is a defendant in legal proceedings considered to be in the normal course of business, none of which, singularly or collectively, are believed to have a risk of having a material impact on the Company’s financial statements. In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these matters. The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented.

As of January 28, 2005, the Company had non-cancelable commitments related to purchases of property and construction of buildings, as well as commitments related to certain marketing and information technology programs of $450 million. Payments under these commitments are scheduled to be made as follows: 2005, $377 million; 2006, $34 million; 2007, $22 million; 2008, $6 million; 2009, $2 million; thereafter, $9 million.

NOTE 17 - Other Information:

Net interest expense is comprised of the following:

(In Millions)	2004			2003			2002
Long-Term Debt	$	159		$	162		$	163
Mortgage Interest		3			4			5
Capitalized Leases		38			39			40
Short-Term Debt		-			-			1
Amortization of Original Issue Discount and Loan Costs		20			19			19
Interest Income		(16	)		(18	)		(21	)
Interest Capitalized		(28	)		(26	)		(25	)
Net Interest Expense	$	176		$	180		$	182

Supplemental Disclosures of Cash Flow Information:

(In Millions)	2004		2003		2002
Cash Paid for Interest (Net of Amount Capitalized)	$	174	$	179	$	186
Cash Paid for Income Taxes	$	1,192	$	926	$	695

Noncash Investing and Financing Activities:

Noncash Fixed Asset Acquisitions, Including Assets Acquired Under Capital Lease	$	133	$	102	$	39
Common Stock Issued to ESOP		-		-		79
Notes Received in Exchange for Sale of Real Estate	$	-	$	-	$	4

41

Lowe's Companies, Inc.
Selected Financial Data (Unaudited)
	2004		2003		2002		2001		2000
(In Millions, Except Per Share Data)				As Restated 1,4		As Restated 1,4		As Restated 2,4		As Restated 2
Selected Statements of Earnings Data:
Net Sales	$	36,464	$	30,838	$	26,112	$	21,714	$	18,368
Gross Margin		12,299		9,607		7,948		6,287		5,208
Earnings from Continuing Operations		2,176		1,829		1,479		969		784
Earnings from Discontinued Operations, Net of Tax		-		15		12		13		14
Net Earnings		2,176		1,844		1,491		982		798
Basic Earnings Per Share - Continuing Operations		2.80		2.33		1.89		1.25		1.03
Basic Earnings Per Share - Discontinued Operations		-		0.02		0.02		0.02		0.02
Basic Earnings Per Share		2.80		2.35		1.91		1.27		1.05
Diluted Earnings Per Share - Continuing Operations		2.71		2.26		1.84		1.21		1.02
Diluted Earnings Per Share - Discontinued Operations		-		0.02		0.02		0.02		0.02
Diluted Earnings Per Share		2.71		2.28		1.86		1.23		1.04
Dividends Per Share	$	0.15	$	0.11	$	0.09	$	0.08	$	0.07
Selected BalanceSheet Data:
Total Assets 3	$	21,209	$	18,751	$	15,843	$	13,546	$	11,287
Long-Term Debt, Excluding Current Maturities	$	3,060	$	3,678	$	3,736	$	3,734	$	2,698

Note: The selected financial data has been adjusted to present the 2003 disposal of the Contractor Yards as a discontinued operation for all periods.

¹ Amounts reflect the restatement discussed in Note 2 to the consolidated financial statements.

² Amounts have been restated to reflect the matters discussed in Note 2 to the consolidated financial statements.

³ Certain amounts have been reclassified to conform to current classifications.

⁴ Amounts have been adjusted to reflect the implementation of of EITF 04-8 discussed in Notes 1 and 11 to the consolidated financial statements.

42

Lowe's Companies, Inc.
Selected Financial Data (Unaudited)
	First				Second				Third
Selected Quarterly Data (In Millions, Except Per Share Data)	As Previously Reported 1		As Restated 2		As Previously Reported 1		As Restated 2		As Previously Reported 1		As Restated 2				Fourth
2004
Net Sales	$	8,681	$	8,681	$	10,169	$	10,169	$	9,064	$	9,064			$	8,550
Gross Margin		2,870		2,870		3,389		3,389		3,051		3,051				2,989
Earnings from Continuing Operations		455		452		704		700		522		516				508
Earnings from Discontinued Operations, Net of Tax		-		-		-		-		-		-				-
Net Earnings		455		452		704		700		522		516				508
Basic Earnings Per Share - Continuing Operations		0.58		0.57		0.91		0.90		0.68		0.67				0.66
Basic Earnings Per Share – Discontinued Operations		-		-		-		-		-		-				-
Basic Earnings Per Share		0.58		0.57		0.91		0.90		0.68		0.67				0.66
Diluted Earnings Per Share - Continuing Operations		0.56		0.56		0.88		0.87		0.65		0.64				0.64
Diluted Earnings Per Share – Discontinued Operations		-		-		-		-		-		-				-
Diluted Earnings Per Share	$	0.56	$	0.56	$	0.88	$	0.87	$	0.65	$	0.64			$	0.64
	First				Second					Third				Fourth
Selected Quarterly Data (In Millions, Except Per Share Data)		As Previously Reported 1		As Restated 2		As Previously Reported 1		As Restated 2		As Previously Reported 1		As Restated 2		As Previously Reported 1		As Restated 2
2003
Net Sales	$	7,118	$	7,118	$	8,666	$	8,666	$	7,802	$	7,802	$	7,252	$	7,252
Gross Margin		2,219		2,219		2,626		2,626		2,441		2,441		2,321		2,321
Earnings from Continuing Operations		419		404		594		588		448		442		401		395
Earnings from Discontinued Operations, Net of Tax		2		2		3		3		4		4		6		6
Net Earnings		421		406		597		591		452		446		407		401
Basic Earnings Per Share - Continuing Operations		0.54		0.52		0.76		0.75		0.56		0.56		0.51		0.50
Basic Earnings Per Share – Discontinued Operations		-		-		-		-		0.01		0.01		0.01		0.01
Basic Earnings Per Share		0.54		0.52		0.76		0.75		0.57		0.57		0.52		0.51
Diluted Earnings Per Share - Continuing Operations		0.52		0.50		0.74		0.73		0.55		0.55		0.49		0.48
Diluted Earnings Per Share – Discontinued Operations		-		-		-		-		0.01		0.01		0.01		0.01
Diluted Earnings Per Share	$	0.52	$	0.50	$	0.74	$	0.73	$	0.56	$	0.56	$	0.50	$	0.49

Note: The selected financial data has been adjusted to present the 2003 disposal of the Contractor Yards as a discontinued operation for all periods.

¹ Amounts have been adjusted to reflect the implementation of of EITF 04-8 discussed in Notes 1 and 11 to the consolidated financial statements.

² Amounts reflect the restatement discussed in Note 2 to the consolidated financial statements.

Sales by Product Category
(Dollars in Millions)	2004					2003					2002
Product Category	Total Sales		%			Total Sales		%			Total Sales		%
Appliances	$	4,078		11	%	$	3,518		11	%	$	2,995		11	%
Lumber		3,288		9			2,652		9			2,232		9
Seasonal Living		2,442		7			2,008		7			1,738		7
Millwork		2,439		7			2,043		7			1,724		7
Flooring		2,370		6			1,998		6			1,651		6
Paint		2,317		6			2,048		7			1,737		7
Nursery		2,201		6			1,954		6			1,656		6
Tools		2,150		6			1,822		6			1,576		6
Fashion Plumbing		2,128		6			1,820		6			1,556		6
Lighting		2,089		6			1,857		6			1,586		6
Building Materials		2,025		6			1,666		5			1,408		5
Hardware		1,980		5			1,667		5			1,417		5
Outdoor Power Equipment		1,511		4			1,202		4			983		4
Cabinets & Countertops		1,369		4			1,029		3			790		3
Rough Plumbing		1,161		3			982		3			847		3
Rough Electrical		977		3			791		3			683		3
Walls / Windows		951		3			848		3			707		3
Home Organization		793		2			670		2			528		2
Furniture		163		0			213		1			243		1
Other		32		0			50		0			55		0
Totals	$	36,464		100	%	$	30,838		100	%	$	26,112		100	%

43

Lowe's Quarterly Stock Price Range and Cash Dividend Payment*
	Fiscal 2004						Fiscal 2003						Fiscal 2002
	High		Low		Dividend		High		Low		Dividend		High		Low		Dividend
1st Quarter	$	58.66	$	51.70	$	0.030	$	46.00	$	33.37	$	0.025	$	47.78	$	41.35	$	0.020
2nd Quarter		56.16		47.68		0.040		48.71		38.20		0.025		49.99		32.70		0.020
3rd Quarter		57.75		45.90		0.040		59.95		45.54		0.030		46.00		32.50		0.020
4th Quarter	$	60.54	$	55.05	$	0.040	$	60.42	$	50.75	$	0.030	$	43.80	$	33.86	$	0.025

* Adjusted for 2-for-1 stock split to shareholders of record on June 8, 2001, as applicable.

44

EX-21

Exhibit 21

LOWE’S COMPANIES, INC. AND SUBSIDIARY COMPANIES

NAME AND DOING BUSINESS AS:	STATE OF INCORPORATION
Lowe’s Home Centers, Inc.	North Carolina
Lowe’s HIW, Inc.	Washington

Certain subsidiaries were omitted pursuant to Item 601(21)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 33-54497 on Form S-8, Registration Statement No. 33-54499 on Form S-8, Registration Statement No. 333-34631 on Form S-8, Registration Statement No. 333-75793 on Form S-8, Registration Statement No. 333-89471 on Form S-8, Registration Statement No. 333-36096 on Form S-8, Registration Statement No. 333-73408 on Form S-8, Registration Statement No. 333-97811 on Form S-8, Registration Statement No. 333-33230 on Form S-3/A, Registration Statement No. 333-114435 on Form S-8, Registration Statement No. 333-55252 on Form S-3/A, Registration Statement No. 333-72905 on Form S-3MEF, Registration Statement No. 333-42733 on Form S-3, Registration Statement No. 333-14257 on Form S-3, Registration Statement No. 333-51865 on Form S-3 and Registration Statement No. 333-60434 on Form S-3/A, of our report on the financial statements dated April 11, 2005, (which report expresses an unqualified opinion on those financial statements and financial statement schedules and includes an explanatory paragraph regarding the Company’s change in method of accounting for stock-based compensation as described in Note 1) and management’s report on the effectiveness of internal control over financial reporting, appearing in and incorporated by reference in this Annual Report on Form 10-K of Lowe’s Companies, Inc. for the year ended January 28, 2005.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

April 11, 2005

EX-31.1

Exhibit 31.1 

CERTIFICATION

I, Robert A. Niblock, Chairman of the Board, President and Chief Executive Officer of Lowe's Companies, Inc., certify that:

(1.) I have reviewed this Annual Report on Form 10-K for the fiscal year ended January 28, 2005 of Lowe's Companies, Inc.;

(2.) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3.) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4.) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5.) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  

(b) 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 11, 2005	/s/ Robert A. Niblock
Date	Robert A. Niblock Chairman of the Board, President and Chief Executive Officer

EX-31.2

Exhibit 31.2 

CERTIFICATION

I, Robert F. Hull, Jr., Executive Vice President and Chief Financial Officer of Lowe's Companies, Inc., certify that:

(1.) I have reviewed this Annual Report on Form 10-K for the fiscal year ended January 28, 2005 of Lowe's Companies, Inc.;

(2.) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3.) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4.) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal controls over financial reporting, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5.) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)   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 11, 2005	/s/ Robert F. Hull, Jr.
Date	Robert F. Hull, Jr., Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Lowe's Companies, Inc. (the "Company") for the fiscal year ended January 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert A. Niblock, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   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

Name: Robert A. Niblock

Title: Chairman of the Board, President and Chief Executive Officer

Date: April 11, 2005

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Lowe's Companies, Inc. (the "Company") for the fiscal year ended January 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert F. Hull, Jr., Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   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.

Name: Robert F. Hull, Jr.

Title: Executive Vice President and Chief Financial Officer

Date: April 11, 2005