UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
To Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
|
Date
of Report (Date of earliest event reported) |
February
17, 2005 |
LOWE'S
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
North
Carolina |
1-7898 |
56-0578072 |
|
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS
Employer Identification
No.) |
|
1000
Lowe's Blvd., Mooresville, NC |
28117 |
|
(Address
of principal executive offices) |
(Zip
Code) |
|
|
|
|
|
|
|
Registrant's
telephone number, including area code |
(704)
758-1000 |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A is being filed as an amendment to the Current
Report on Form 8-K filed on February 23, 2005 by Lowe’s Companies, Inc. (the
“Company”) for the sole purpose of including the date of the Company’s
conclusion regarding non-reliance on its prior period financial
statements.
ITEM
4.02 NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED
INTERIM REVIEW
(a) Following
disclosures by a number of public companies regarding adjustments to their
accounting practices for leases, the Company has reviewed its accounting
policies for leases. As a
result, on February 17, 2005, the Company, in consultation with its independent
registered public accounting firm, Deloitte & Touche LLP, and following
discussions with the audit committee of the board of directors, has concluded to
restate the Company's prior period financial statements to correct errors
resulting from its accounting for leases. In the restatement, the Company has
accelerated its depreciation expense for lease assets to generally align the
depreciable lives of those assets with the initial lease term. The Company is
also revising its calculation of rent expense (and the related deferred rent
liability) for its ground leases by including in its straight line rent expense
calculations any "rent holiday" period those ground leases allow while a Company
store is being constructed on the leased property. These non-cash charges will
not have any impact on the Company's historical or future cash flows, sales or
comparable store sales. They also will not increase the amount of rent expense
or depreciation over the term of the lease. The Company's Audit Committee
discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02(a) with Deloitte & Touche LLP.
These
adjustments to certain prior period financial statements are not attributable to
any material non-compliance by the Company, as a result of any misconduct, with
any financial reporting requirements under securities laws, and the Company
believes there will not be any further adjustments as a result of its completed
review of its lease-related accounting.
As a
result of the Company's determination to restate its consolidated financial
statements as discussed above, the unaudited financial statements included in
the Company's Forms 10-Q for the first three fiscal quarters of fiscal 2004 and
the Company's audited financial statements for the three fiscal years ended
January 30, 2004 included in the Company's Annual Report on Form 10-K for fiscal
2003 should no longer be relied upon.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| LOWE'S COMPANIES, INC. | ||
| |
||
| Date: April 20, 2005 | By: | /s/ Kenneth W. Black, Jr. |
|
Kenneth W. Black, Jr. | ||
| Senior Vice President and Chief Accounting Officer | ||
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