10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2009

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

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.

xYes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xYes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer   o
Non-accelerated filer    o	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes xNo

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

CLASS	OUTSTANDING AT AUGUST 28, 2009
Common Stock, $.50 par value	1,477,558,822

LOWE’S COMPANIES, INC. - INDEX -
PART I - Financial Information			Page No.
	Item 1.	Financial Statements
		Consolidated Balance Sheets - July 31, 2009 (Unaudited), August 1, 2008 (Unaudited) and January 30, 2009	4
		Consolidated Statements of Current and Retained Earnings (Unaudited) - Three and six months ended July 31, 2009 and August 1, 2008	5
		Consolidated Statements of Cash Flows (Unaudited) - Six months ended July 31, 2009 and August 1, 2008	6
		Notes to Consolidated Financial Statements (Unaudited)	7 - 13
		Report of Independent Registered Public Accounting Firm	14
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15 - 23
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
	Item 4.	Controls and Procedures	23
PART II - Other Information
	Item 1A.	Risk Factors	24
	Item 4.	Submission of Matters to a Vote of Security Holders	25
	Item 6.	Exhibits	26
	Signature		27
	Exhibit Index		28

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Part I - FINANCIAL INFORMATION
Item 1.  Financial Statements
Lowe's Companies, Inc.
Consolidated Balance Sheets
In Millions, Except Par Value Data
			(Unaudited)		(Unaudited)
		July 31, 2009		August 1, 2008		January 30, 2009
Assets
Current assets:
Cash and cash equivalents		$	1,087	$	477	$	245
Short-term investments			424		377		416
Merchandise inventory - net			8,189		7,939		8,209
Deferred income taxes - net			177		275		166
Other current assets			216		236		215
Total current assets			10,093		9,304		9,251
Property, less accumulated depreciation			22,727		22,066		22,722
Long-term investments			900		798		253
Other assets			462		381		460
Total assets		$	34,182	$	32,549	$	32,686
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings		$	9	$	189	$	987
Current maturities of long-term debt			552		31		34
Accounts payable			4,970		4,786		4,109
Accrued compensation and employee benefits			540		492		434
Self-insurance liabilities			784		736		751
Deferred revenue			716		816		674
Other current liabilities			1,373		1,478		1,033
Total current liabilities			8,944		8,528		8,022
Long-term debt, excluding current maturities			4,515		5,050		5,039
Deferred income taxes - net			564		641		660
Other liabilities			983		824		910
Total liabilities			15,006		15,043		14,631
Shareholders' equity:
Preferred stock - $5 par value, none issued			-		-		-
Common stock - $.50 par value;
Shares issued and outstanding
July 31, 2009	1,477
August 1, 2008	1,464
January 30, 2009	1,470		738		732		735
Capital in excess of par value			367		118		277
Retained earnings			18,025		16,648		17,049
Accumulated other comprehensive income (loss)			46		8		(6)
Total shareholders' equity			19,176		17,506		18,055
Total liabilities and shareholders' equity		$	34,182	$	32,549	$	32,686
See accompanying notes to the consolidated financial statements (unaudited).

4

Lowe's Companies, Inc.
Consolidated Statements of Current and Retained Earnings (Unaudited)
In Millions, Except Per Share Data
		Three Months Ended						Six Months Ended
		July 31, 2009			August 1, 2008			July 31, 2009			August 1, 2008
Current Earnings		Amount	Percent		Amount	Percent		Amount	Percent		Amount	Percent
Net sales	$	13,844	100.00	$	14,509	100.00	$	25,676	100.00	$	26,519	100.00
Cost of sales		9,021	65.16		9,527	65.66		16,658	64.88		17,371	65.50
Gross margin		4,823	34.84		4,982	34.34		9,018	35.12		9,148	34.50
Expenses:
Selling, general and administrative		3,109	22.45		3,014	20.78		6,052	23.56		5,738	21.65
Store opening costs		14	0.10		21	0.14		27	0.11		38	0.14
Depreciation		408	2.95		381	2.63		809	3.15		757	2.85
Interest - net		76	0.55		69	0.47		154	0.60		145	0.55
Total expenses		3,607	26.05		3,485	24.02		7,042	27.42		6,678	25.19
Pre-tax earnings		1,216	8.79		1,497	10.32		1,976	7.70		2,470	9.31
Income tax provision		457	3.31		559	3.86		741	2.89		925	3.49
Net earnings	$	759	5.48	$	938	6.46	$	1,235	4.81	$	1,545	5.82
Weighted average common shares outstanding - basic		1,464			1,455			1,463			1,454
Basic earnings per common share	$	0.51		$	0.64		$	0.84		$	1.06
Weighted average common shares outstanding - diluted		1,466			1,470			1,465			1,473
Diluted earnings per common share	$	0.51		$	0.63		$	0.84		$	1.04
Cash dividends per share	$	0.090		$	0.085		$	0.175		$	0.165
Retained Earnings
Balance at beginning of period	$	17,399		$	15,835		$	17,049		$	15,345
Net earnings		759			938			1,235			1,545
Cash dividends		(133)			(125)			(259)			(242)
Balance at end of period	$	18,025		$	16,648		$	18,025		$	16,648
See accompanying notes to the consolidated financial statements (unaudited).

5

Lowe's Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
		Six Months Ended
	July 31, 2009		August 1, 2008
Cash flows from operating activities:
Net earnings	$	1,235	$	1,545
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		870		816
Deferred income taxes		(106)		(57)
Loss on property and other assets		73		30
Loss on redemption of long-term debt		-		8
Share-based payment expense		50		54
Net changes in operating assets and liabilities:
Merchandise inventory - net		32		(328)
Other operating assets		20		52
Accounts payable		858		1,073
Other operating liabilities		684		675
Net cash provided by operating activities		3,716		3,868
Cash flows from investing activities:
Purchases of short-term investments		(166)		(95)
Proceeds from sale/maturity of short-term investments		314		171
Purchases of long-term investments		(942)		(1,066)
Proceeds from sale/maturity of long-term investments		135		565
Increase in other long-term assets		-		(37)
Property acquired		(1,022)		(1,620)
Proceeds from sale of property and other long-term assets		13		20
Net cash used in investing activities		(1,668)		(2,062)
Cash flows from financing activities:
Net decrease in short-term borrowings		(987)		(873)
Proceeds from issuance of long-term debt		-		11
Repayment of long-term debt		(16)		(555)
Proceeds from issuance of common stock under employee stock purchase plan		37		39
Proceeds from issuance of common stock from stock options exercised		7		11
Cash dividend payments		(259)		(242)
Repurchase of common stock		-		(2)
Excess tax benefits of share-based payments		-		1
Net cash used in financing activities		(1,218)		(1,610)
Effect of exchange rate changes on cash		12		-
Net increase in cash and cash equivalents		842		196
Cash and cash equivalents, beginning of period		245		281
Cash and cash equivalents, end of period	$	1,087	$	477
See accompanying notes to the consolidated financial statements (unaudited).

6

Lowe's Companies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Basis of Presentation - The accompanying consolidated financial statements (unaudited) and notes to consolidated financial statements (unaudited) are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America.  The consolidated financial statements (unaudited), in the opinion of management, contain all adjustments necessary to present fairly the financial position as of July 31, 2009, and August 1, 2008, and the results of operations for the three and six months ended July 31, 2009, and August 1, 2008, and cash flows for the six months ended July 31, 2009 and August 1, 2008.

These interim consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Lowe's Companies, Inc. (the Company) Annual Report on Form 10-K for the fiscal year ended January 30, 2009 (the Annual Report).  The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Note 2: Fair Value Measurements and Financial Instruments -Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  SFAS No. 157 establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The three levels of the hierarchy are defined as follows:

• Level 1 -inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

• Level 2 -inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

• Level 3 -inputs to the valuation techniques that are unobservable for the assets or liabilities

Effective February 2, 2008, the Company adopted SFAS No. 157 for financial assets and liabilities measured at fair value and other non-financial assets and liabilities measured at fair value on a recurring basis.

The following tables present the Company’s financial assets measured at fair value on a recurring basis as of July 31, 2009, August 1, 2008, and January 30, 2009, classified by SFAS No. 157 fair value hierarchy:

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			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	July 31, 2009		(Level 1)		(Level 2)		(Level 3)
Cash equivalents
Available-for-sale securities	$	37	$	-	$	37	$	-
Short-term investments
Available-for-sale securities		388		68		320		-
Trading securities		36		36		-		-
Long-term investments
Available-for-sale securities		900		-		900		-

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	August 1, 2008		(Level 1)		(Level 2)		(Level 3)
Short-term investments
Available-for-sale securities	$	338	$	109	$	229	$	-
Trading securities		39		39		-		-
Long-term investments
Available-for-sale securities		798		-		798		-

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	January 30, 2009		(Level 1)		(Level 2)		(Level 3)
Short-term investments
Available-for-sale securities	$	385	$	81	$	304	$	-
Trading securities		31		31		-		-
Long-term investments
Available-for-sale securities		253		-		253		-

When available, quoted prices are used to determine fair value.  When quoted prices in active markets are available, investments are classified within Level 1 of the fair value hierarchy. The Company’s Level 1 investments primarily consist of investments in money market and mutual funds. When quoted prices in active markets are not available, fair values are determined using pricing models and the inputs to those pricing models are based on observable market inputs.  The inputs to the pricing models are typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others. The Company’s Level 2 investments primarily consist of investments in municipal obligations.

8

Effective January 31, 2009, the Company adopted SFAS No. 157 for non-financial assets and liabilities measured at fair value on a non-recurring basis.

The Company reviews the carrying amounts of long-lived assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.  If the carrying amount is not recoverable, an impairment is recorded for the amount that the carrying amount of the asset exceeds its fair value.  The Company bases the fair values of long-lived assets held-for-use on the Company’s own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available.  During the second quarter of 2009, certain long-lived assets, consisting primarily of excess properties, classified as held-for-use with a carrying value of $69 million were written down to their fair value resulting in an impairment charge of $25 million which was recorded in SG&A expense.  The impairment charge was primarily attributable to the Company’s re-evaluation of the pipeline of potential future store sites and the decision to no longer pursue several projects.  For the six months ended July 31, 2009, impairment charges of $30 million were recorded in SG&A expense.

The following table presents the Company’s non-financial assets measured at fair value on a non-recurring basis during the second quarter of 2009, classified by SFAS No. 157 fair value hierarchy:

			Fair Value Measurements Using
	Quarter Ended		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Gains
(In millions)	July 31, 2009		(Level 1)		(Level 2)		(Level 3)		(Losses)
Long-lived assets held-for-use	$	44	$	-	$	-	$	44	$	(25	)

In the determination of impairment for excess properties, the fair values are the estimated selling prices.  The Company determines the estimated selling prices by obtaining information from brokers in the specific markets being evaluated.  The information includes comparable sales of similar assets and assumptions about demand in the market for these assets.

Effective July 31, 2009, the Company adopted FASB Staff Position (FSP) FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”.  FSP FAS 107-1 and APB 28-1 requires that the fair value of all financial assets and liabilities for which it is practicable to estimate fair value and are within the scope of SFAS 107, “Disclosures about Fair Value of Financial Instruments”, be disclosed for interim and annual periods.

The Company’s financial instruments not measured at fair value on a recurring basis include cash and certain cash equivalents, accounts receivable, short-term borrowings, accounts payable, accrued liabilities and long-term debt and are reflected in the financial statements at cost.  With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature.  Estimated fair values for long-term debt have been determined using available market information, including reported trades, benchmark yields and broker-dealer quotes.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding capital leases and other, are as follows:

	July 31, 2009
	Carrying		Fair
(In millions)	Amount		Value
Long-term debt (excluding capital leases and other)	$	4,736	$	5,133

9

Note 3: Restricted Investment Balances - Short-term and long-term investments include restricted balances pledged as collateral for letters of credit for the Company’s extended warranty program and for a portion of the Company’s casualty insurance and Installed Sales program liabilities.  Restricted balances included in short-term investments were $188 million at July 31, 2009, $194 million at August 1, 2008, and $214 million at January 30, 2009.  Restricted balances included in long-term investments were $192 million at July 31, 2009, $152 million at August 1, 2008, and $143 million at January 30, 2009.

Note 4: Property - Property is shown net of accumulated depreciation of $9.3 billion at July 31, 2009, $8.2 billion at August 1, 2008, and $8.8 billion at January 30, 2009.

Note 5: Extended Warranties - Lowe’s sells separately-priced extended warranty contracts under a Lowe’s-branded program for which the Company is ultimately self-insured.  The Company recognizes revenue from extended warranty sales on a straight-line basis over the respective contract term.  Extended warranty contract terms primarily range from one to four years from the date of purchase or the end of the manufacturer’s warranty, as applicable.  The Company’s extended warranty deferred revenue is included in other liabilities (non-current) on the consolidated balance sheets.  Changes in deferred revenue for extended warranty contracts are summarized as follows:

	Three Months Ended						Six Months Ended
(In millions)	July 31, 2009			August 1, 2008			July 31, 2009			August 1, 2008
Extended warranty deferred revenue, beginning of period	$	496		$	430		$	479		$	407
Additions to deferred revenue		62			56			114			105
Deferred revenue recognized		(37	)		(30	)		(72	)		(56	)
Extended warranty deferred revenue, end of period	$	521		$	456		$	521		$	456

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.  Deferred costs associated with extended warranty contracts were $137 million at July 31, 2009, $109 million at August 1, 2008, and $121 million at January 30, 2009.  The Company’s extended warranty deferred costs are included in other assets (non-current) on the consolidated balance sheets.  All other costs, such as costs of services performed under the contract, general and administrative expenses and advertising expenses, are expensed as incurred.

The liability for extended warranty claims incurred is included in self-insurance liabilities on the consolidated balance sheets.  Changes in the liability for extended warranty claims are summarized as follows:

	Three Months Ended						Six Months Ended
(In millions)	July 31, 2009			August 1, 2008			July 31, 2009			August 1, 2008
Liability for extended warranty claims, beginning of period	$	18		$	12		$	17		$	14
Accrual for claims incurred		17			13			30			25
Claim payments		(14	)		(8	)		(26	)		(22	)
Liability for extended warranty claims, end of period	$	21		$	17		$	21		$	17

Note 6: Comprehensive Income - Comprehensive income represents changes in shareholders’ equity from non-owner sources and is comprised of net earnings plus or minus unrealized gains or losses on available-for-sale securities and foreign currency translation adjustments.  The following table reconciles net earnings to comprehensive income for the three and six months ended July 31, 2009, and August 1, 2008.

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	Three Months Ended				Six Months Ended
(In millions)	July 31, 2009		August 1, 2008		July 31, 2009		August 1, 2008
Net earnings	$	759	$	938	$	1,235	$	1,545
Foreign currency translation adjustments		39		1		50		1
Net unrealized investment gains (losses)		2		2		2		(1	)
Comprehensive income	$	800	$	941	$	1,287	$	1,545

Note 7: Earnings Per Share - The Company adopted FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities,” effective January 31, 2009.  FSP EITF 03-6-1 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method.  The retrospective application of the provisions of FSP EITF 03-6-1 reduced previously reported diluted earnings per share by $0.01 for the three and six months ended August 1, 2008.

Under the two-class method, net earnings are reduced by the amount of dividends declared in the period for each class of common stock and participating security.  The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net earnings for the period had been distributed.  Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period.  Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares as of the balance sheet date, as adjusted for the potential dilutive effect of non-participating share-based awards and convertible notes.  The following table reconciles earnings per common share for the three and six months ended July 31, 2009, and August 1, 2008.

11

	Three Months Ended						Six Months Ended
(In millions, except per share data)	July 31, 2009			August 1, 2008			July 31, 2009			August 1, 2008
Basic earnings per common share:
Net earnings	$	759		$	938		$	1,235		$	1,545
Less: Net earnings allocable to participating securities		(6	)		(5	)		(10	)		(8	)
Net earnings allocable to common shares	$	753		$	933		$	1,225		$	1,537
Weighted-average common shares outstanding		1,464			1,455			1,463			1,454
Basic earnings per common share	$	0.51		$	0.64		$	0.84		$	1.06
Diluted earnings per common share:
Net earnings	$	759		$	938		$	1,235		$	1,545
Net earnings adjustment for interest on convertible notes, net of tax		-			-			-			1
Net earnings, as adjusted		759			938			1,235			1,546
Less: Net earnings allocable to participating securities		(6	)		(5	)		(10	)		(8	)
Net earnings allocable to common shares	$	753		$	933		$	1,225		$	1,538
Weighted-average common shares outstanding		1,464			1,455			1,463			1,454
Dilutive effect of non-participating share-based awards		2			2			2			2
Dilutive effect of convertible notes		-			13			-			17
Weighted-average common shares, as adjusted		1,466			1,470			1,465			1,473
Diluted earnings per common share	$	0.51		$	0.63		$	0.84		$	1.04

Stock options to purchase 21.5 million and 22.1 million shares of common stock were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive for the three months ended July 31, 2009, and August 1, 2008, respectively.  Stock options to purchase 24.7 million and 18.0 million shares of common stock were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive for the six months ended July 31, 2009, and August 1, 2008, respectively.

Note 8: Supplemental Disclosure

Net interest expense is comprised of the following:
	Three Months Ended								Six Months Ended
(In millions)	July 31, 2009				August 1, 2008				July 31, 2009				August 1, 2008
Long-term debt		$	73			$	73			$	146			$	146
Short-term borrowings			-				2				2				7
Capitalized leases			7				7				14				16
Interest income			(5	)			(12	)			(10	)			(21	)
Interest capitalized			(4	)			(7	)			(8	)			(15	)
Other			5				6				10				12
Interest - net		$	76			$	69			$	154			$	145

12

Supplemental disclosures of cash flow information:
	Six Months Ended
(In millions)	July 31, 2009			August 1, 2008
Cash paid for interest, net of amount capitalized		$	155		$	161
Cash paid for income taxes		$	487		$	655
Non-cash investing and financing activities:
Non-cash property acquisitions		$	59		$	81

Note 9: Recent Accounting Pronouncements - In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be issued.  SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009.  The Company adopted SFAS No. 165 in the second quarter of 2009.  The adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements but did require the Company to disclose the date through which management had evaluated subsequent events.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140”, which amends the derecognition guidance in Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.  SFAS No. 166 is effective for financial asset transfers occurring in fiscal years beginning after November 15, 2009, and interim periods within those fiscal years.  The Company is currently evaluating the impact of SFAS No. 166 on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance that applies to variable interest entities.  SFAS No. 167 is effective for fiscal years beginning after November 15, 2009, and interim periods within those fiscal years.  The Company is currently evaluating the impact of SFAS No. 167 on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”.  Under SFAS No. 168, the FASB Accounting Standards Codification™ (Codification) will become the sole source of authoritative U.S. GAAP to be applied by nongovernmental entities.  SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption will have no material impact on the Company’s consolidated financial statements but will require that interim and annual filings include references to the Codification.

Note 10: Subsequent Events – The Company has evaluated subsequent events through September 1, 2009, the date the consolidated financial statements (unaudited) were issued.

On August 24, 2009, the Company entered into a joint venture agreement with Australia’s largest retailer, Woolworths Limited, to develop a network of home improvement stores for consumers in Australia. Under the agreement, the Company will be one-third owner of the destination home improvement chain. During the first four years, the Company estimates that it will invest approximately $100 million per year in the venture, with that amount varying depending on how rapidly stores come online. 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Mooresville, North Carolina

We have reviewed the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of July 31, 2009 and August 1, 2008, and the related consolidated statements of current and retained earnings for the fiscal three and six-month periods then ended, and of cash flows for the fiscal six-month periods ended July 31, 2009 and August 1, 2008. These consolidated interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of January 30, 2009, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 31, 2009, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet of the Company as of January 30, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

September 1, 2009

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity and capital resources during the three and six months ended July 31, 2009, and August 1, 2008.  This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2009 (the Annual Report), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

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 (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report that have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements 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 presented in the Annual Report.  Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report.  Our significant and critical accounting policies have not changed significantly since the filing of our Annual Report; however, given the current economic cycle and the significant proportion of long-lived assets associated with stores currently in operation, we have elected to provide enhanced disclosure related to our critical accounting policy for long-lived asset impairment for operating stores.

Long-Lived Asset Impairment - Operating Stores

Description

At July 31, 2009, $19.3 billion of the Company’s long-lived assets were associated with stores currently in operation.  We review the carrying amounts of operating stores whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  When evaluating operating stores for impairment, our asset group is at an individual store level, as that is the lowest level for which cash flows are identifiable. Cash flows for individual operating stores do not include an allocation of corporate overhead.

We evaluate operating stores on a quarterly basis to determine when store assets may not be recoverable.  Our primary indicator that operating store assets may not be recoverable is negative cash flow for a rolling 12 month period for those stores that have been open in the same location for a sufficient period of time to allow for meaningful analysis of ongoing operating results.  Management also monitors other factors when evaluating operating stores for impairment, including individual stores’ execution of their operating plans and local market conditions, including incursion, which is the opening of either other Lowe’s stores or direct competitors’ stores competing within the same market.

For operating stores, a potential impairment has occurred if projected future undiscounted cash flows expected to result from the use and eventual disposition of the store assets are less than the carrying value of the assets.  When determining the stream of projected future cash flows associated with an individual operating store, management makes assumptions, incorporating local market conditions, about key store variables including sales growth rates, gross margin and controllable expenses such as store payroll, occupancy expense and advertising costs.

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An impairment loss is recognized when the carrying amount of the operating store is not recoverable and exceeds its fair value.  We use an income-based approach to determine the fair value of our operating stores. This involves making assumptions regarding both a store’s future cash flows, as described above, and the discount rate to determine the present value of those future cash flows.  We discount our cash flow estimates at a rate based upon the risk free rate plus the average credit spread of selected market participants, which is a group of other retailers with a store footprint similar in size to ours.

There were no operating store impairment charges for the three or six months ended July 31, 2009.

Judgments and uncertainties involved in the estimate

Our impairment loss calculations require us to apply judgment in estimating expected future cash flows, including estimated sales, margin and controllable expenses and assumptions about market performance.  We also apply judgment in estimating asset fair values, including the selection of a risk-adjusted discount rate for those estimated future cash flows.

Effect if actual results differ from assumptions

We have not made any material changes in the methodology used to estimate the future cash flows of operating stores during the past three fiscal years.  If the actual results of our operating stores are not consistent with the assumptions and judgments we have made in estimating future cash flows and determining asset fair values, our actual impairment losses could vary positively or negatively from our estimated impairment losses.

During the six months ended July 31, 2009, we evaluated two operating stores with indicators of non-recoverability for impairment.  The carrying value of these stores was $24 million.  We determined that the carrying value was less than the projected future undiscounted cash flows expected to result from their use and eventual disposition; therefore, we did not record impairment charges.  A 2% reduction in projected annual sales assumed in estimating future cash flows for these stores would have resulted in an impairment charge of $10 million.  We analyzed other assumptions made in estimating the future cash flows of the operating stores evaluated for impairment, but the sensitivity of those assumptions was not significant to the estimates.

EXECUTIVE OVERVIEW

Home improvement spending remained weak in the second quarter of 2009.  Wavering levels of consumer confidence combined with unseasonable weather in many areas of the country and tougher than anticipated comparisons to last year’s fiscal stimulus tax rebates contributed to the sales declines. In this uncertain economic environment, many consumers are only taking on home improvement projects that are absolutely necessary and are postponing discretionary projects.  As a result, we have continued to experience pronounced weakness in larger ticket discretionary projects, as evidenced by comparable store sales for tickets above $500 declining 16%.

Despite the external pressures weighing on our sales, focused execution and an evolving competitive landscape helped us deliver solid market share gains.  According to third-party estimates, we gained 70 basis points of unit market share in the second calendar quarter.  While we expect the pressures of the current economic environment to continue and hurricane spending from last year’s hurricane season to wane, there have been encouraging signs that a bottoming process is underway.  Customer traffic continues to show signs of stabilization as evidenced by only a slight decrease in comparable store transactions during the quarter.

Selling to the Do-it-Yourself (DIY) customer remains a priority of ours, and the growing trend of a return to DIY continued during the quarter.  With the resurgence of DIY, many customers may be tackling their first home improvement project in some time, and are looking to us for not only home improvement products but for how-to information to successfully complete those projects.  We have modified our staffing model to ensure departments that feature project basics like paint, rough plumbing, rough electrical and hardware remain appropriately staffed to address the needs of the DIY customer.  During the quarter, we experienced relative strength in key DIY product categories including paint, hardware and rough plumbing, and also in products such as mower repair parts, grill repair parts and gardening supplies.

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As the return to DIY leads to more frequent trips to our stores by consumers, we have an opportunity to capture additional sales related to this customer traffic.

In this time of uncertainty, we remain focused on maintaining the flexibility to appropriately adjust to a weaker or stronger than expected sales environment, while continuing to emphasize our dedication to customer service and delivering reasonable profitability to shareholders. We continue to maintain an appropriately cautious sales outlook, and we will continue building and adjusting our plans accordingly. In response to the challenging economic environment, we have re-evaluated our future store expansion plans, and as a result, we are no longer pursuing several projects. This decision resulted in an impairment charge for certain excess properties to adjust their carrying amounts to fair value and a write-off of previously capitalized costs in the second quarter of 2009.

OPERATIONS

The following tables set 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 period.  These tables should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).

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	Three Months Ended				Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Period	Percentage Increase / (Decrease) in Dollar Amounts from Prior Period
	July 31, 2009		August 1, 2008		2009 vs. 2008	2009 vs. 2008
Net sales	100.00	%	100.00	%	N/A	(4.6)	%
Gross margin	34.84		34.34		50	(3.2)
Expenses:
Selling, general and administrative	22.45		20.78		167	3.1
Store opening costs	0.10		0.14		(4)	(32.5)
Depreciation	2.95		2.63		32	7.0
Interest - net	0.55		0.47		8	10.6
Total expenses	26.05		24.02		203	3.5
Pre-tax earnings	8.79		10.32		(153)	(18.8)
Income tax provision	3.31		3.86		(55)	(18.3)
Net earnings	5.48	%	6.46	%	(98)	(19.0)	%
EBIT margin (1)	9.34	%	10.80	%	(146)	(17.5)	%

	Six Months Ended				Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Period	Percentage Increase / (Decrease) in Dollar Amounts from Prior Period
	July 31, 2009		August 1, 2008		2009 vs. 2008	2009 vs. 2008
Net sales	100.00	%	100.00	%	N/A	(3.2)	%
Gross margin	35.12		34.50		62	(1.4)
Expenses:
Selling, general and administrative	23.56		21.65		191	5.5
Store opening costs	0.11		0.14		(3)	(29.4)
Depreciation	3.15		2.85		30	6.9
Interest - net	0.60		0.55		5	6.3
Total expenses	27.42		25.19		223	5.4
Pre-tax earnings	7.70		9.31		(161)	(20.0)
Income tax provision	2.89		3.49		(60)	(19.9)
Net earnings	4.81	%	5.82	%	(101)	(20.1)	%
EBIT margin (1)	8.30	%	9.86	%	(156)	(18.5)	%

	Three Months Ended						Six Months Ended
Other metrics:	July 31, 2009			August 1, 2008			July 31, 2009			August 1, 2008
Comparable store sales changes (2)		(9.5)	%		(5.3)	%		(8.2)	%		(6.7)	%
Total customer transactions (in millions)		225			217			411			398
Average ticket (3)	$	61.43		$	66.95		$	62.46		$	66.62
At end of period:
Number of stores		1,688			1,577
Sales floor square feet (in millions)		191			179
Average store size selling square feet (in thousands) (4)		113			113

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(1)We define EBIT margin as earnings before interest and taxes as a percentage of sales (operating margin).

(2) We define a comparable store as a store that has been open longer than 13 months.  A store that is identified for relocation is no longer considered comparable one month prior to its relocation.  The relocated store is considered comparable once it has been open longer than 13 months.

(3) We define average ticket as net sales divided by the total number of customer transactions.

(4) We define average store size selling square feet as sales floor square feet divided by the number of stores open at the end of the period.

Net Sales -Economic conditions continued to weigh on consumers and pressured our sales.  Reflective of these pressures, net sales decreased for both the three and six months ended July 31, 2009.  Although total customer transactions increased 4.0% compared to the second quarter of 2008, average ticket decreased 8.2% to $61.43.  Comparable store sales declined 9.5% for the second quarter of 2009 and 8.2% for the first half of 2009.  Comparable store customer transactions decreased 0.9% compared to the second quarter of 2008 while comparable store average ticket decreased 8.6%, evidence that many consumers continued to postpone larger discretionary projects.

As a result of consumers’ willingness to complete small DIY projects that enhance the appearance of their homes and outdoor spaces, our nursery and paint categories delivered positive comparable store sales for the quarter while our lawn & landscape category performed well above our average comparable store sales change.  Other categories that performed above our average comparable store sales change included building materials, rough plumbing, hardware and outdoor power equipment, reflective of consumers tackling basic repair and maintenance projects.  Seasonal living and appliances performed at approximately the overall corporate average.  The most pronounced weaknesses occurred in our cabinets & countertops, fashion plumbing, flooring and millwork categories, reflective of consumers’ continued postponement of larger discretionary projects and the resurgence of DIY.  These trends led to a 22.4% comparable store sales decline for Installed Sales and a 22.6% comparable store sales decline in Special Order Sales during the second quarter.

From a geographic perspective, comparable store sales in our Western U.S. markets showed sequential improvement in the quarter; however, we continued to experience double-digit comparable store sales declines in these markets.  While positive housing turnover in certain of these markets is an encouraging sign, home prices are still declining and consumer confidence remains weak.  In addition, certain areas of the Southeast and Northeast experienced double-digit comparable store sales declines during the quarter.  We believe our Southeast markets were impacted by the fiscal stimulus tax rebate spending on home improvement last year when these markets had more stable housing prices.  In addition, certain areas of the Northeast were negatively impacted by the unseasonably cool, wet weather in the second quarter of 2009.

Gross Margin - For the second quarter of 2009, gross margin increased 50 basis points as a percentage of sales compared to the second quarter of 2008.  The increase was attributable to a number of factors, including 19 basis points of leverage due to the mix of products sold across product categories, 10 basis points of leverage due to lower inventory shrink, and 8 basis points of leverage from lower distribution costs, largely driven by lower fuel costs.

The increase in gross margin as a percentage of sales for the first six months of 2009 compared to 2008 was attributable to the same factors that contributed to the increase in gross margin in the second quarter of 2009, as well as a moderating promotional environment and our decision not to repeat certain promotions we had implemented during the first quarter of 2008.

SG&A - For the second quarter of 2009, SG&A increased 167 basis points as a percentage of sales compared to the second quarter of 2008, primarily driven by de-leverage of 59 basis points in store payroll resulting from comparable store sales declines.  Certain stores were operating at base staffing hours during the quarter which created short-term pressure on earnings, but in the long-term ensures that we maintain high customer service levels. We also experienced de-leverage of 27 basis points due to increased losses associated with our proprietary credit program. We anticipate reaching our contractual limits for actual losses under the program in the second half of 2009; therefore, we do not expect this de-leverage to continue. We experienced 20 basis points of de-leverage in fixed expenses such as rent, property taxes and utilities as a result of comparable store sales declines.  Bonus expense de-leveraged 19 basis points in the second quarter of 2009 attributable to an increase in achievement against performance targets.  Additionally, we re-

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evaluated the pipeline of potential future store sites and made the decision to no longer pursue several projects.  This resulted in a $25 million charge for impairment of certain excess properties to adjust their carrying amounts to fair value and a $23 million charge for the write-off of previously capitalized costs.  As economic conditions warrant, we will continue to evaluate future store expansion plans and the carrying value of operating assets.

The increase in SG&A as a percentage of sales for the first six months of 2009 compared to 2008 was attributable to the same factors that contributed to the increase in SG&A in the second quarter of 2009.

Store Opening Costs - Store opening costs, which include payroll and supply costs incurred prior to store opening as well as grand opening advertising costs, totaled $14 million and $21 million in the second quarters of 2009 and 2008, respectively.  Because store opening costs are expensed as incurred, the timing of expense recognition fluctuates based on the timing of store openings.  We opened 18 new stores in the second quarter of 2009, including three new stores in Canada, compared to the opening of 23 new stores in the second quarter of 2008.  Store opening costs for stores opened during both the second quarters of 2009 and 2008 averaged approximately $0.7 million per store.

Store opening costs totaled $27 million and $38 million for the first six months of 2009 and 2008, respectively. These costs were associated with the opening of 39 new stores in 2009, including three new stores in Canada, compared to 43 new stores in 2008, including one new store in Canada.  Store opening costs for stores opened during each of the first six months of 2009 and 2008 averaged approximately $0.8 million per store.

Depreciation - The de-leverage in depreciation expense for the three and six months ended July 31, 2009, was driven by comparable store sales declines and the addition of 111 new stores over the past four quarters.  Property, less accumulated depreciation, totaled $22.7 billion at July 31, 2009, an increase of 3.0% from $22.1 billion at August 1, 2008.  At July 31, 2009, we owned 88% of our stores compared to 87% at August 1, 2008, which includes stores on leased land.

Income Tax Provision - Our effective income tax rate was 37.6% and 37.5% for the three and six months ended July 31, 2009, respectively, and 37.4% and 37.5% for the three and six months ended August 1, 2008, respectively.  Our effective income tax rate was 37.4% for fiscal 2008.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Inventory

At July 31, 2009, merchandise inventory was $8.2 billion compared to $7.9 billion at August 1, 2008, and $8.2 billion at January 30, 2009.  The increase of 3.1% versus August 1, 2008, was attributable to sales floor square footage growth of 6.8% and higher distribution inventory as a result of opening our fourteenth regional distribution center in the fourth quarter of 2008.  These factors were partially offset by a 5.2% reduction in comparable store inventory at July 31, 2009, versus August 1, 2008.  We will continue to identify opportunities to further leverage our distribution centers to manage inventory in the coming quarters.

Cash Flows

Cash flows from operating activities continue to provide the primary source of our liquidity.  Net cash provided by operating activities was $3.7 billion and $3.9 billion for the six months ended July 31, 2009, and August 1, 2008, respectively.  The change in net cash provided by operating activities was primarily the result of decreased net earnings, partially offset by working capital improvements.

Net cash used in investing activities was $1.7 billion and $2.1 billion for the six months ended July 31, 2009, and August 1, 2008, respectively.  The primary component of net cash used in investing activities continues to be opening new stores, investing in existing stores through resets and remerchandising, and investing in our distribution center and corporate infrastructure, including enhancements to our information technology infrastructure.  Cash acquisitions of property were $1.0 billion for the six months ended July 31, 2009, versus $1.6 billion for the prior year, a decrease of 36.9%, primarily driven by a reduction in our store expansion program.

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Net cash used in financing activities was $1.2 billion and $1.6 billion for the six months ended July 31, 2009, and August 1, 2008, respectively.  The change in net cash used in financing activities was primarily driven by the redemption in June 2008 of our convertible notes issued in February 2001 and our senior convertible notes issued in October 2001.  The ratio of debt to equity plus debt was20.9%, 23.1% and 25.1% as of July 31, 2009, August 1, 2008, and January 30, 2009, respectively.

Sources of Liquidity

In addition to our cash flows from operations, additional liquidity is provided by our short-term borrowing facilities.  We have a $1.75 billion senior credit facility that expires in June 2012.  The senior credit facility supports our commercial paper and revolving credit programs.  The senior credit facility has a $500 million letter of credit sublimit.  Amounts outstanding under letters of credit reduce the amount available for borrowing under the senior credit facility.  Borrowings made under the senior credit facility are unsecured and are priced at fixed rates 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 debt leverage ratio as defined by the senior credit facility.  We were in compliance with those covenants at July 31, 2009.  Nineteen banking institutions are participating in the senior credit facility.  As of July 31, 2009, there were no outstanding borrowings under the senior credit facility or under the commercial paper program.  As of July 31, 2009, there were no letters of credit outstanding under the senior credit facility.

We also have a Canadian dollar (C$) denominated credit facility in the amount of C$50 million that provides revolving credit support for our Canadian operations.  This uncommitted credit facility provides us with the ability to make unsecured borrowings which are priced at fixed rates based upon market conditions at the time of funding in accordance with the terms of the credit facility.  As of July 31, 2009, there was C$10 million, or the equivalent of $9 million, outstanding under the credit facility.  The interest rate on the short-term borrowing was 1.92%.

Our debt ratings at July 31, 2009, were as follows:

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

We believe that net cash provided by operating and financing activities will be adequate for our expansion plans and for our other operating requirements over the next 12 months.  The availability of funds through the issuance of commercial paper or new debt or the borrowing cost of these funds could be adversely affected due to a debt rating downgrade, which we do not expect, or a deterioration of certain financial ratios.  In addition, continuing volatility in the global markets may affect our ability to access those markets for additional borrowings or increase costs associated with any borrowings. 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.

Cash Requirements

Capital Expenditures

Our 2009 capital forecast is approximately $2.4 billion, inclusive of approximately $300 million of lease commitments, resulting in an anticipated net cash outflow of $2.1 billion in 2009.  Approximately 72% of this planned commitment is for store expansion.  Our expansion plans for 2009 consist of 62 to 66 new stores that are expected to increase sales floor square footage by approximately 4%.  Approximately 98% of the 2009 projects will be owned, which includes approximately 33% ground-leased properties.

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At July 31, 2009, we owned and operated 14 regional distribution centers.  We also operated 15 flatbed distribution centers for the handling of lumber, building materials and other long-length items.  We are confident that our current distribution network has the capacity to ensure that our stores remain in stock and that customer demand is met.

Debt and Capital

We have no scheduled maturities of long-term debt in 2009.  We anticipate repaying the $500 million of 8.25% Notes due June 1, 2010, from net cash provided by operating activities.

During the first six months of 2009, there were no share repurchases under the share repurchase program.  As of July 31, 2009, we had remaining authorization through fiscal 2009 under the share repurchase program of $2.2 billion.

OFF-BALANCE SHEET ARRANGEMENTS

Other than in connection with executing operating leases, we do not have any off-balance sheet financing that has, or is reasonably likely to have, a material, current or future effect on our financial condition, cash flows, results of operations, liquidity, capital expenditures or capital resources.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

There have been no material changes to our contractual obligations and commercial commitments other than in the ordinary course of business since the end of 2008.  Refer to the Annual Report on Form 10-K for additional information regarding our contractual obligations and commercial commitments.

COMPANY OUTLOOK

ThirdQuarter

As of August 17, 2009, the date of our second quarter 2009 earnings release, we expected to open approximately 11 new stores during the third quarter of 2009, which ends on October 30, 2009, reflecting square footage growth of approximately 5%.  We expected total sales to decline 2% to 5% and comparable store sales to decline 6% to 10%.  Earnings before interest and taxes as a percentage of sales (operating margin) was expected to decline approximately 170 basis points.  In addition, store opening costs were expected to be approximately $11 million.  Diluted earnings per share of $0.21 to $0.25 were expected for the third quarter.  Our outlook for the third quarter does not assume any share repurchases.  All comparisons are with the third quarter of fiscal 2008.

Fiscal 2009

As of August 17, 2009, the date of our second quarter 2009 earnings release, we expected to open 62 to 66 new stores during fiscal 2009, which ends on January 29, 2010, reflecting total square footage growth of approximately 4%.  We expected total sales in 2009 to decline approximately 3% and comparable store sales to decline 7% to 9%.  Earnings before interest and taxes as a percentage of sales (operating margin) was expected to decline approximately 130 basis points.  In addition, store opening costs were expected to be approximately $50 million.  Diluted earnings per share of $1.13 to $1.21 were expected for fiscal 2009.  Our outlook for 2009 does not assume any share repurchases.  All comparisons are with fiscal 2008.

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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”).  All statements other than those reciting historic fact are statements that could be “forward-looking statements” under the Act.  Such forward-looking statements are found in, among other places, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Statements containing words such as “expects,” “plans,” “strategy,” “projects,” “believes,” “opportunity,” “anticipates,” “desires,” and similar expressions are intended to highlight or indicate “forward-looking statements.”  Although we believe that the expectations, opinions, projections, and comments reflected in our forward-looking statements are reasonable, we can give no assurance that such statements will prove to be correct.  A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results expressed or implied by our forward-looking statements including, but not limited to, changes in general economic conditions, such as rising unemployment, interest rate and currency fluctuations, higher fuel and other energy costs, slower growth in personal income, changes in consumer spending, the availability and increasing regulation of consumer credit and mortgage financing, changes in the rate of housing turnover, inflation or deflation of commodity prices and other factors which can negatively affect our customers, as well as our ability to:  (i) respond to adverse trends in the housing industry and the level of repairs, remodeling, and additions to existing homes, as well as general reduction in commercial building activity; (ii) secure, develop, and otherwise implement new technologies and processes designed to enhance our efficiency and competitiveness; (iii) attract, train, and retain highly-qualified associates; (iv) locate, secure, and successfully develop new sites for store development particularly in major metropolitan markets; (v) respond to fluctuations in the prices and availability of services, supplies, and products; (vi) respond to the growth and impact of competition; (vii) address legislative and regulatory developments; (viii) respond to unanticipated weather conditions that could adversely affect sales; and (ix) execute successfully the business plan for internation expansion.  For more information about these and other risks and uncertainties that we are exposed to, you should read the “Risk Factors” included in our Annual Report on Form 10-K to the United States Securities and Exchange Commission and the description of material changes, if any, in those “Risk Factors” included in our Quarterly Reports on Form 10-Q.

The forward-looking statements contained in this Form 10-Q are based upon data available as of the date of this report or other specified date and speak only as of such date.  We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, change in circumstances, future events, or otherwise.

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

The Company's market risk has not changed materially from that disclosed in our Annual Report on Form 10-K for the fiscal year ended January 30, 2009.

Item 4. - 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 July 31, 2009, 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, no change in the Company’s internal control over financial reporting occurred during the quarter ended July 31, 2009, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II - OTHER INFORMATION

Item 1A. - Risk Factors

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K, other than the following:

Changes in existing or new laws and regulations could adversely affect our business.

Laws and regulations at both the state and federal levels change frequently and can impose significant costs and other burdens of compliance on our business.  Any changes in regulations, the imposition of additional regulations, or the enactment of any new legislation that affects employment/labor, trade, product safety, transportation/logistics, energy costs, health care, tax or environmental issues could have an adverse impact on our financial condition and results of operations.

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

(a)   The annual meeting of shareholders was held on May 29, 2009.

(b)   Directors elected at the meeting were: Peter C. Browning, Marshall O. Larsen, Stephen F. Page, and O. Temple Sloan, Jr.

Incumbent Directors whose terms expire in subsequent years are: David W. Bernauer, Leonard L. Berry, Dawn E. Hudson, Robert A. Niblock, Robert A. Ingram, Robert L. Johnson and Richard K. Lochridge.

(c)   The matters voted upon at the meeting and the results of the voting were as follows:

(1)   Election of Directors:

	CLASS	TERM EXPIRING	FOR	WITHHELD
Peter C. Browning	II	2011	1,217,418,775	115,395,012
Marshall O. Larsen	II	2011	1,247,468,880	85,344,907
Stephen F. Page	II	2011	1,265,523,576	67,290,211
O. Temple Sloan, Jr.	II	2011	1,233,445,255	99,368,532

(2)   Approval of the Amendment to the Lowe’s Companies, Inc. 2006 Long-Term Incentive Plan:

FOR	AGAINST	ABSTAIN	BROKER NON VOTE
1,047,977,617	97,415,525	2,877,713	184,544,330

(3)   Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the 2009 Fiscal Year:

FOR	AGAINST	ABSTAIN
1,318,624,058	12,926,500	1,264,627

(4)   Approval of the Amendment to the Lowe’s Companies, Inc. Articles of Incorporation Eliminating All Remaining Supermajority Vote Requirements:

FOR	AGAINST	ABSTAIN
1,314,827,585	9,324,929	5,692,304

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(5) Shareholder Proposal Entitled “Reincorporating in North Dakota”:

FOR	AGAINST	ABSTAIN	BROKER NON VOTE
33,377,596	1,106,728,363	8,166,295	184,542,931

(6) Shareholder Proposal Entitled “Healthcare Reform Principles”:

FOR	AGAINST	ABSTAIN	BROKER NON VOTE
42,558,235	928,301,593	177,412,027	184,543,330

(7) Shareholder Proposal Entitled “Separating the Roles of Chairman and CEO”:

FOR	AGAINST	ABSTAIN	BROKER NON VOTE
154,401,582	969,784,864	24,084,208	184,544,531

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Item 6. - Exhibits

Exhibit 3.1 - Restated and Amended Charter

Exhibit 12.1 - Statement Re Computation of Ratio of Earnings to Fixed Charges

Exhibit 15.1 - Deloitte & Touche LLP Letter Re Unaudited Interim Financial Information

Exhibit 31.1 - Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31.2 - Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

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

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

Exhibit 101.INS - XBRL Instance Document

Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document

26

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LOWE'S COMPANIES, INC.
September 1, 2009 Date	/s/ Matthew V. Hollifield Matthew V. Hollifield Senior Vice President and Chief Accounting Officer

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 EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated and Amended Charter
12.1	Statement Re Computation of Ratio of Earnings to Fixed Charges
15.1	Deloitte & Touche LLP Letter Re Unaudited Interim Financial Information
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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

28 

EX-3.1

Exhibit 3.1

RESTATED CHARTER

OF

LOWE’S COMPANIES, INC.

1.Name.  The name of the Corporation is Lowe's Companies, Inc.

2.Duration.  The period of duration of the Corporation is perpetual.

3.           Purpose.  The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the North Carolina Business Corporation Act.

4.Authorized Stock.  The Corporation shall have the authority to issue 5,000,000 shares of Preferred Stock of a par value of $5 per share and 5,600,000,000 shares of Common Stock of a par value of $.50 per share.

 (a)          Preferred Stock.  Authority is expressly vested in the Board of Directors to divide the Preferred Stock into series and, within the following limitations, to fix and determine the relative rights and preferences as between series so established and to provide for the issuance thereof.  Each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  All shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1) The rate of dividend;

(2) The price at and the terms and conditions on which shares may be redeemed;

(3) The amount payable upon shares in event of involuntary liquidation;

(4) The amount payable upon shares in event of voluntary liquidation;

(5) Sinking fund provisions for the redemption or purchase of shares;

(6) The terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion; and

(7) The terms and conditions on which shares may be voted in the election of Directors or otherwise, either as a class or together with other voting securities.

Prior to the issuance of any shares of a series of Preferred Stock the Board of Directors shall establish such series by adopting a resolution setting forth the designation of the series and

the preferences, limitations and relative rights thereof to the extent that variations are permitted by the provisions hereof.

All series of Preferred Stock shall rank on a parity as to dividends and assets with all other series according to the respective dividend rates and amounts distributable upon any voluntary or involuntary liquidation of the Corporation fixed for each such series; but all shares of Preferred Stock shall be preferred over Common Stock as to both dividends and amounts distributable upon any voluntary or involuntary liquidation of the Corporation.  All shares of any one series shall be identical.

(b)            Common Stock.  The holders of Common Stock shall, to the exclusion of the holders of any other class of stock of the Corporation, have the sole and full power to vote for the election of Directors and for all other purposes without limitation except only (i) as otherwise provided in the resolutions establishing and designating a particular series of Preferred Stock and (ii) as otherwise expressly provided by the then existing statutes of the State of North Carolina.  The holders of Common Stock shall have one vote for each share of Common Stock held by them.

Subject to the provisions of resolutions establishing and designating series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive dividends if, when and as declared by the Board of Directors out of funds legally available therefor and to the net assets remaining after payment of all liabilities upon voluntary or involuntary liquidation of the Corporation.

(c)            Stated Capital.  The stated capital of the Corporation is $18,550,694 as of April 4, 1986, being the date that the Board of Directors adopted a resolution setting forth a Restated and Amended Charter for submission to the shareholders for approval.

5.             Shareholders’ Preemptive Right.  No holder of stock of the Corporation shall have any preemptive right to subscribe for or purchase any additional or increased stock of the Corporation of any class, whether now or hereafter authorized, including treasury stock, or obligations convertible into any class of stock, or stock of any class convertible into stock of any other class, or obligations, stock or other securities carrying warrants or rights to subscribe to stock of the Corporation of any class, whether now or hereafter authorized, but any and all shares of stock, bonds, debentures or other securities or obligations, whether or not convertible into stock or carrying warrants entitling the holders thereof to subscribe to stock, may be issued, sold or disposed of from time to time by authority of the Board of Directors to such persons, firms, corporations or employee stock ownership plans and for such consideration, as far as it may be permitted by law, as the Board of Directors shall from time to time determine.

6.             Registered Office.  The address of the registered office of the Corporation in the State of North Carolina is 327 Hillsborough Street, Wake County, Raleigh, North Carolina, 27603; and the name of its registered agent at such address is Corporation Service System.

7.             Incorporators.  The names and addresses of the original incorporators of the Corporation are as follows:

NAME                                                                       ADDRESS

H. C. Buchan, Jr.                                                          North Wilkesboro, N.C.

Ruth Lowe Buchan                                                     North Wilkesboro, N.C.

Hal E. Church                                                               North Wilkesboro, N.C.

8.             Board of Directors.

(a)           Number, Election and Term of Directors.  The Board of Directors of the Corporation shall consist of three or more individuals with the exact number to be fixed from time to time solely by resolution of the Board of Directors, acting by not less than a majority of the Directors then in office. Each Director who is serving as a Director immediately following the 2008 Annual Meeting of Shareholders, or is thereafter elected a Director, shall hold office until the expiration of the term for which he or she has been elected, and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. At the 2009 Annual Meeting of Shareholders, the successors of the class of Directors whose terms expire at that meeting shall be elected for a two-year term expiring at the 2011 Annual Meeting of Shareholders. At the 2010 Annual Meeting of Shareholders, the successors of the class of Directors whose terms expire at that meeting shall be elected for a one-year term expiring at the 2011 Annual Meeting of Shareholders. At the 2011 Annual Meeting of Shareholders, and at each Annual Meeting of Shareholders thereafter, all Directors shall be elected for terms expiring at the next Annual Meeting of Shareholders. Continuing until after the Annual Meeting of Shareholders in 2010,whenever the Board of Directors changes the number of Directors of the Corporation, any newly-created Directorships or any decrease in the number of Directorships shall be so apportioned to or among the classes of Directors as to make all classes as nearly equal in number as possible.

(b)           Standard for Election of Directors by Shareholders.  Except as shall be otherwise permitted or authorized by these Articles of Incorporation, Directors are elected by the affirmative vote, at a meeting at which a quorum is present, of a majority of the Voting Shares voted at the meeting in person or by proxy (including those shares in respect of which votes are “withheld” pursuant to Rule 14a-4(b)(2) of the proxy solicitation rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), unless the number of nominees exceeds the number of Directors to be elected, in which case, Directors are elected by a plurality of the votes cast by the Voting Shares entitled to vote in the election at a meeting at which a quorum is present. In the event that a Director nominee fails to receive a majority of the Voting Shares voted in an election where the number of nominees equals the number of Directors to be elected, the Board of Directors may decrease the number of Directors, fill any vacancy, or take other appropriate action.

(c)           Newly-Created Directorships and Vacancies.  Subject to the rights of the holders of Preferred Stock then outstanding, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of Directors, may be filled by the affirmative vote of the majority of the remaining Directors, though less than a quorum of the Board of Directors, and, continuing until after the 2010 Annual Meeting of Shareholders, the Directors so chosen shall hold office for a term expiring at the Annual Meeting of Shareholders

at which the term of the class to which they have been elected expires, subject to any requirement that they be elected by the shareholders at the Annual Meeting of Shareholders next following their election by the Board of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

(d)           Elimination of Liability of Directors. To the full extent permitted by the North Carolina Business Corporation Act, a Director of the Corporation shall not be liable for monetary damages for breach of any duty as a Director of the Corporation, and the Corporation shall indemnify any Director from liability incurred as a Director of the Corporation.

9.            (a)           Vote Required for Certain Business Combinations.

(i)           Higher Vote for Certain Business Combinations.  In addition to any affirmative vote required by law or this Charter, and except as otherwise expressly provided in Section (b) of this Article:

    (A)      any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other Corporation which immediately before such merger or consolidation is an Affiliate or Associate (as hereinafter defined) of an Interested Stockholder; or

    (B)      any statutory share exchange in which any Interested Stockholder or any Affiliate or Associate of an Interested Stockholder acquires the issued and outstanding shares of any class or Capital Stock of the Corporation or a Subsidiary; or

    (C)      any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions during any 12 month period) to or with any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) in excess of 5% of the Corporation’s consolidated assets as of the date of the most recently available financial statements; or any guaranty by the Corporation or any Subsidiary (in one transaction or a series of transactions during any 12 month period) of indebtedness of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder in excess of 5% of the Corporation’s consolidated assets as of the date of the most recently available financial statements; or any transaction or series of transactions involving in excess of 5% of the Corporation’s consolidated assets as of the date of the most recently available financial statements to which the Corporation or any Subsidiary and any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder is a party; or

    (D)      the sale or other disposition by the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder (in one transaction or a series of transactions during any 12 month

period) of any securities of the Corporation or any Subsidiary having an aggregate Fair Market Value in excess of 5% of the aggregate Fair Market Value of all outstanding Voting Shares of the Corporation as of the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”) except pursuant to a share dividend or the exercise of rights or warrants distributed or offered on a basis affording substantially proportionate treatment to all holders of the same class or series; or

    (E)      the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or behalf of an Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

    (F)      any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly (in one transaction or a series of transactions during any 12 month period), of increasing by more than 5% the percentage of any class of securities of the Corporation or any Subsidiary directly or indirectly owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 70% of the outstanding Voting Shares.  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

                (ii)           Definition of “Business Combination.”  The term “Business Combination” as used in this Article shall mean any transaction which is referred to in any one or more of clauses (A) through (F) of paragraph (i) of this Section (a).

               (b)When Higher Vote is Not Required for Certain Business Combination.  The provisions of Section (a) of this Article shall not be applicable to any particular Business Combination, and such Business Combination shall require only such approval as is required by law and any other provision of these Articles of Incorporation, if consideration will be paid to the holders of each class or series of Voting Shares and all of the conditions specified in either of the following paragraphs (i) or (ii) are met.

(i)             Approval by Disinterested Directors.  The Business Combination shall have been approved by a majority of those persons who are Disinterested Directors (as hereinafter defined).

(ii)            Price and Procedure Requirements.

    (A)      The aggregate amount of the cash and the Fair Market Value as of the Valuation Date of consideration other than cash to be received per share by holders of each class or series of Voting Shares in such Business Combination

shall be at least equal to the highest of the following (taking into account all stock dividends and stock splits):

                                  (I)        (If applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class or series acquired by it (1) within the two year period (the “Preannouncement Period”) ending at 11:59 p.m., Eastern time, on the date of the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which it became an Interested Stockholder, whichever is higher;

                                     (II)        the Fair Market Value per share of such class or series on the Determination Date or on the day after the Announcement Date, whichever is higher;

                                (III)        (if applicable) the price per share equal to the Fair Market Value per share of such class or series determined pursuant to paragraph (ii)(A)(II) above, multiplied by the ratio of (1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class or series acquired by it within the Preannouncement Period, to (2) the Fair Market Value per share of such class or series on the first day during the Preannouncement Period upon which the Interested Stockholder acquired any shares of such class or series; and

                                (IV)        (if applicable), the highest preferential amount, if any, per share to which the holders of such class or series are entitled in the event of any voluntary or involuntary dissolution of the Corporation.

    (B)The consideration to be received by the holder of outstanding shares in such Business Combination shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of the same class or series.  If the Interested Stockholder has paid for shares with varying forms of consideration, the form of consideration shall be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the Interested Stockholder.

    (C)During such portion of the three year period preceding the Announcement Date that such Interested Stockholder has been an Interested Stockholder, except as approved by a majority of the Disinterested Directors: (a) there shall have been no failure to declare and pay at the regular date therefor any full periodic dividends (whether or not cumulative) on any outstanding shares of the Corporation; (b) there shall have been (1) no reduction in the annual rate of dividends paid on any class or series of Voting Shares, (except as necessary to reflect any subdivision of the class or series) and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has

the effect of reducing the number of outstanding shares of the class or series; and (c) such Interested Stockholder shall have not become the beneficial owner of any additional Voting Shares except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.

    (D)During such portion of the three year period preceding the Announcement Date that such Interested Stockholder has been an Interested Stockholder, except as approved by a majority of the Disinterested Directors, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

    (E)Except as otherwise approved by a majority of the Disinterested Directors, a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to stockholders of the Corporation at least 20 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

(c)            Certain Definitions.

For the purposes of this Article:

(i)            A “person” shall mean any individual, firm, corporation, partnership, joint venture, or other entity.

(ii)            “Interested Stockholder” shall mean any person who or which is the beneficial owner, directly or indirectly, of 20% or more of the outstanding Voting Shares of the Corporation; provided, however, the term Interested Stockholder shall not include the Corporation, any Subsidiary, or any savings, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary, or any fiduciary with respect to any such plan when acting in such capacity.

For the purposes of determining whether a person is an Interested Stockholder, the number of shares of Voting Shares deemed to be outstanding shall include shares deemed owned through application of paragraph (iii) of this Section (c) but shall not include any other Voting Shares that may be issuable pursuant to any contract, arrangement or understanding, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise.

(iii)          A person shall be a “beneficial owner” of any Voting Shares as to which such person and any of such person’s Affiliates or Associates, individually or in the aggregate, have or

share directly, or indirectly through any contract, arrangement, understanding, relationship, or otherwise:

(A)       voting power, which includes the power to vote, or to direct the voting of the Voting Shares;

(B)       investment power, which includes the power to dispose or to direct the disposition of the Voting Shares;

(C)       economic benefit, which includes the right to receive or control the disposition of income or liquidation proceeds from the Voting Shares; or

                    (D)       the right to acquire voting power, investment power or economic benefit (whether such right is exercisable immediately or only after the passage of time) pursuant to any contract, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;

provided, that in no case shall a Director of the Corporation be deemed to be the beneficial owner of Voting Shares beneficially owned by another Director of the Corporation solely by reason of actions undertaken by such persons in their capacity as Directors of the Corporation.

(iv)           “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified.

(v)            “Associate” means as to any specified person:

(A)any entity (other than the Corporation and its Subsidiaries) of which such person is an Officer, Director or partner or is, directly or indirectly, the beneficial owner of 10% or more of the Voting Shares;

(B)any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; or

(C)any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is an Officer or Director of the Corporation or any of its Affiliates.

(vi)As to any Corporation, “Subsidiary” means any other Corporation of which it owns directly or indirectly a majority of the Voting Shares.

(vii)          “Disinterested Director”means any member of the Board of Directors who:

(A)       was elected to the Board of Directors of the Corporation at the 1986 Annual Meeting of Shareholders; or

               (B)was recommended for election by a majority of the Disinterested Directors then on the Board, or was elected by the Board to fill a vacancy and received the affirmative vote of a majority of the Disinterested Directors then on the Board.

(viii)        “Fair Market Value” means:

               (A)in the case of stock the highest closing sale price during the 30 day period ending at 11:59 p.m., Eastern time, on the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30 day period ending at 11:59 p.m., Eastern time, on the date in question on the National Association of Securities Dealers, Inc.  Automated Quotations System or any system then in use, or if no such quotations are available, the Fair Market Value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors; and

               (B)in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by a majority of the Disinterested Directors.

(ix)         “Voting Shares” shall mean the outstanding shares of all classes or series of the Corporation’s stock entitled to vote generally in the election of Directors.

(x)           “Control” shall mean the possession, directly or indirectly, through the ownership of voting securities, by contract, arrangement, understanding, relationship or otherwise, of the power to direct or cause the direction of the management and policies of the person.  The beneficial ownership of 20% or more of the Corporation’s Voting Shares shall be deemed to constitute control.

(d)           Certain Determinations.

Directors who are Disinterested Directors of the Corporation shall have the power and duty to determine for the purpose of this Article, on the basis of information known to them after reasonable inquiry, (i) whether a particular person is an Interested Stockholder, (ii) the number of Voting Shares beneficially owned by such person, (iii) whether any person is an Affiliate or Associate of such person, and (iv) whether the assets that are the subject of any Business Combination involving such person have an aggregate Fair Market Value in excess of 5% of the Corporation’s consolidated assets as of the date of the most recently available financial statement, or the securities to be issued or transferred by the Corporation or any Subsidiary in any Business Combination involving such person have an aggregate Fair Market Value in excess of 5% of the aggregate Fair Market Value of all outstanding Voting Shares of the Corporation as of the Determination Date.

(e)           No Effect on Certain Obligations.

Nothing contained in this Article shall be construed to relieve any Interested Stockholder or any Director of the Corporation from any obligation imposed by law.

(f)           Amendment or Repeal.

The provisions of this Article shall not be amended or repealed, nor shall any provision of these Articles of Incorporation be adopted that is inconsistent with this Article, unless such action shall have been approved by the affirmative vote or either:

(i)the holders of at least 70% of the outstanding Voting Shares; or

               (ii)           a majority of those Directors who are Disinterested Directors and the holders of the requisite number of shares specified under applicable North Carolina law for the amendment of the charter of a North Carolina corporation.

10.           Series A Preferred Stock.  The Corporation has designated 750,000 shares of the authorized but unissued shares of the Corporation’s Preferred Stock, par value $5.00 per share, as Participating Cumulative Preferred Stock, Series A (hereinafter referred to as “Series A Preferred Stock”).  The terms of the Series A Preferred Stock, in the respect in which the shares of such series may vary from shares of any and all other series of Preferred Stock, are as follows:

(a)           Dividends and Distributions.

               (1)       The holders of shares of Series A Preferred Stock in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, dividends payable quarterly on the last business day of each April, July, October and January (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first QuarterlyDividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $120 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly DividendPayment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock.  In the event the Corporation shall at any time after September 8, 1998 (the “Rights Declaration Date”), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall

be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

               (2)       The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $120 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

               (3)       Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.  The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(g)            Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

               (1)       Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation.  In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

               (2)       Except as otherwise provided herein, in the Restated and Amended Charter, or under applicable law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one voting group on all matters submitted to a vote of stockholders of the Corporation.

               (3)       (i)          If at any time dividends on any shares of Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment.  During each default period, all holders of the outstanding shares of Series A Preferred Stock together with any other series of Preferred Stock then entitled to such a vote under the terms of the Restated and Amended Charter, voting as a separate voting group, shall be entitled to elect two members of the Board of Directors of the Corporation.

                          (ii)          During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Subsection (b)(3) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy.  The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right.  At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a separate voting group, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors, or if such right is exercised at an annual meeting, to elect two (2) Directors.  If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number.  After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred Stock.

          (iii)          Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman, President, a

Vice-President or the Secretary of the Corporation.  Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (b)(3)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation.  Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request.  In the event such meeting is not called within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding.  Notwithstanding the provisions of this paragraph (b)(3)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

                          (iv)           In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a separate voting group, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (b)(3)(ii)) be filled by vote of a majority of the remaining Directors theretofore elected by the voting group which elected the Director whose office shall have become vacant.  References in this paragraph (b)(3)(iv) to Directors elected by a particular voting group shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

                          (v)            Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock, as a separate voting group, to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock, as a separate voting group, shall terminate, and (z) the number of Directors shall be such number as may be provided for in, or pursuant to, the Restated and Amended Charter or bylaws irrespective of any increase made pursuant to the provisions of paragraph (b)(3)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the Restated and Amended Charter or bylaws).  Any vacancies in the Board of Directors affected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors, even though less than a quorum.

               (4)        Except as set forth herein or as otherwise provided in the Restated and Amended Charter, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(h)           Certain Restrictions.

(1)       Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Subsection (a) are in arrears, thereafter and

until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

                          (i)            declare or pay or set apart for payment any dividends (other than dividends payable in shares of any class or classes of stock of the Corporation ranking junior to the Series A Preferred Stock) or make any other distributions on, any class of stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock and shall not redeem, purchase or otherwise acquire, directly or indirectly, whether voluntarily, for a sinking fund, or otherwise any shares of any class of stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that, notwithstanding the foregoing, the Corporation may at any time redeem, purchase or otherwise acquire shares of stock of any such junior class in exchange for, or out of the net cash proceeds from the concurrent sale of, other shares of stock of any such junior class;

                          (ii)           declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

                          (iii)           redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock;

                          (iv)           purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

               (2)        The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (1) of Subsection (c), purchase or otherwise acquire such shares at such time and in such manner.

(i)            Reacquired Shares.  Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(j)            Liquidation, Dissolution or Winding Up.

               (1)        Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $5.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”).  Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph 3 below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) being hereinafter referred to as the “Adjustment Number”).  Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Preferred Stock and Common Stock, on a per share basis, respectively.

               (2)        In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, then such remaining assets shall be distributed ratably to the holders of all such shares in proportion to their respective liquidation preferences.  In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

               (3)        In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(k)            Consolidation, Merger, Share Exchange, etc.  In case the Corporation shall enter into any consolidation, merger, share exchange, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(l)             Redemption.  The outstanding shares of Series A Preferred Stock may be redeemed at the option of the Board of Directors as a whole, but not in part, at any time, or from time to time, at a cash price per share equal to (i) 100% of the product of the Adjustment Number times the Average Market Value (as such term is hereinafter defined) of the Common Stock, plus (ii) all dividends which on the redemption date have accrued on the shares to be redeemed and have not been paid or declared and a sum sufficient for the payment thereof set apart, without interest.  The “Average Market Value” is the average of the closing sale prices of a share of the Common Stock during the 30-day period immediately preceding the date before the redemption date on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of Common Stock during such 30-day period on the National Association of Securities Dealers, Inc. Automated Quotation System or any system then in use, or if no such quotations are available, the fair market value of a share of the Common Stock as determined by the Board of Directors in good faith.

(m)            Ranking.  The Series A Preferred Stock shall rank on a parity with any and all other series of Preferred Stock as to the payment of dividends and the distribution of assets.

(n)            Amendment.  The Restated and Amended Charter shall not be further amended in any manner that would adversely affect the preferences, rights or powers of the Series A Preferred Stock without the affirmative vote of the holders of more than two-thirds of the outstanding shares of the Series A Preferred Stock, if any, voting separately as one voting group.

(o)            Fractional Shares.  Series A Preferred Stock may be issued in fractions of one one-thousandth of a share (and integral multiples thereof) which shall entitle the holder, in proportion to such holders’ fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

EX-12.1

Exhibit 12.1

Lowe’s Companies, Inc.

Statement Re Computation of Ratio of Earnings to Fixed Charges

In Millions, Except Ratio Data

	Fiscal Years Ended On										Six Months Ended
	January 28,		February 3,		February 2,		February 1,		January 30,		August 1,		July 31,
	2005		2006		2007		2008		2009		2008		2009
Earnings:
Earnings Before Income Taxes	$	3,520	$	4,496	$	4,998	$	4,511	$	3,506	$	2,470	$	1,976
Add: Fixed Charges		310		340		344		424		479		245		234
Less: Capitalized Interest		(28)		(28)		(32)		(65)		(36)		(15)		(8)
Adjusted Earnings	$	3,802	$	4,808	$	5,310	$	4,870	$	3,949	$	2,700	$	2,202
Fixed Charges:
Interest Expense(1)	$	220	$	231	$	238	$	301	$	346	$	178	$	166
Rental Expense(2)		90		109		106		123		133		67		68
Total Fixed Charges	$	310	$	340	$	344	$	424	$	479	$	245	$	234

Ratio of Earnings to Fixed Charges  12.3  14.1  15.4  11.5  8.2  11.0  9.4

(1) Interest accrued on uncertain tax positions is excluded from Interest Expense in the computation of Fixed Charges.

(2) The portion of rental expense that is representative of the interest factor in these rentals.

EX-15.1

Exhibit 15.1

September 1, 2009

Lowe’s Companies, Inc.

Mooresville, North Carolina

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of Lowe’s Companies, Inc. and subsidiaries for the fiscal periods ended July 31, 2009 and August 1, 2008, as indicated in our report dated September 1, 2009; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended July 31, 2009, is incorporated by reference in the following Registration Statements:

• Registration Statement No. 33-29772 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. 333-89471 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. 333-114435 on Form S-8,

• Registration Statement No. 333-137750 on Form S-3ASR,

• Registration Statement No. 333-138031 on Form S-8,

• Registration Statement No. 333-143266 on Form S-8, and

• Registration Statement No. 333-155748 on Form S-3ASR.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

EX-31.1

Exhibit 31.1 

CERTIFICATION

I, Robert A. Niblock, certify that:

(1)  I have reviewed this Quarterly Report on Form 10-Q for the quarter ended July 31, 2009 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) and 15d-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 control over financial reporting, or caused such internal control over financial reporting 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.

September 1, 2009	/s/ Robert A. Niblock
Date	Robert A. Niblock Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2 

CERTIFICATION

I, Robert F. Hull, Jr., certify that:

(1)  I have reviewed this Quarterly Report on Form 10-Q for the quarter ended July 31, 2009 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) and 15d-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 control over financial reporting, or caused such internal control over financial reporting 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.

September 1, 2009	/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 Quarterly Report on Form 10-Q of Lowe's Companies, Inc. (the "Company") for the period ended July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert A. Niblock, 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 and Chief Executive Officer

Date: September 1, 2009

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 Quarterly Report on Form 10-Q of Lowe's Companies, Inc. (the "Company") for the period ended July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert F. Hull, Jr., 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: September 1, 2009