Stock Purchase Plan - My Lowe's Life

Prospectus: Lowe’s Companies, Inc.Employee Stock Purchase Plan45,000,000 Shares of Common Stock Offered under the Lowe’s Companies Employee Stock PurchasePlan: Stock Options for Everyone.This prospectus relates to shares of common stock of Lowe’s Companies, Inc. that may be issued under theLowe’s Companies Employee Stock Purchase Plan: Stock Options for Everyone (the Stock Purchase PlanOption).Our common stock is traded on the New York Stock Exchange under the symbol “LOW.”This document is part of a prospectus covering securities that have been registered under the Securities Actof 1933 and may be used only in connection with our offers and sales of common stock under the StockPurchase Plan Option. You cannot use this prospectus to offer or sell to anyone else the common stock youacquire under the Stock Purchase Plan Option.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense.June 1, 2008In This SectionSee PageImportant Information About This Prospectus............................................................................................................................................. 2How to Obtain Additional Information ........................................................................................................................................................ 2The Company................................................................................................................................................................................................ 2The Stock Purchase Plan Option .................................................................................................................................................................. 2How the Stock Purchase Plan Option Works ............................................................................................................................................... 3Amendment and Termination ....................................................................................................................................................................... 4Federal Tax Consequences ........................................................................................................................................................................... 4Resale Restrictions........................................................................................................................................................................................ 5Where You Can Find More Information ...................................................................................................................................................... 51

Important Information AboutThis ProspectusThis prospectus is part of a registration statement that Lowe’shas filed with the United States Securities and ExchangeCommission (SEC). Under the registration statement, we mayfrom time to time issue securities described in this prospectusunder the Lowe’s Companies Employee Stock Purchase Plan(the Stock Purchase Plan Option). We may update thisprospectus in the future by furnishing you with currentinformation in the form of an appendix to this prospectus. Anappendix may add, update, or change information contained inthis document. When we deliver an appendix, we also will giveyou another copy of this prospectus without charge, if yourequest it. You should read this prospectus and any appendicescarefully, together with the additional information describedunder the section “Where You Can Find More Information” onpage 5.You should rely only on the information incorporated byreference or provided in this prospectus or any appendix. Wehave not authorized anyone to provide you with differentinformation. We are not making an offer of these securities inany state where the offer is not permitted. You should notassume that the information in this prospectus or in anyappendix is accurate as of any date other than the dates printedon the front of each such document.How to Obtain AdditionalInformationThis prospectus incorporates important business and financialinformation about us that is not included in or delivered withthis document. This information is described under the section“Where You Can Find More Information” on page 5. You canobtain free copies of this information by writing or calling:Secretary to the Board of DirectorsLowe’s Companies, Inc.1000 Lowe’s BoulevardMooresville, NC 281171-704-758-1000The CompanyLowe’s Companies, Inc., the issuer of the common stockoffered under the Stock Purchase Plan Option, is a NorthCarolina corporation. Our principal executive offices arelocated at 1000 Lowe’s Boulevard, Mooresville, NC 28117.You can obtain more information about us and the StockPurchase Plan Option by contacting our Corporate Secretary atthe above address or by telephone at 1-704-758-1000.The Stock Purchase PlanOptionThe following information describes important terms andconditions of the Stock Purchase Plan Option. The StockPurchase Plan Option is also known as the Employee StockPurchase Plan and bothterms are used interchangeably in thisdocument. This summary is not a complete description of all ofthe provisions of the Stock Purchase Plan Option and may notcontain all of the information that is important to you. For moreinformation, you should review the Stock Purchase Plan Optionin full, which you can obtain by contacting us at the address ortelephone number indicated above.GeneralThe purpose of the Stock Purchase Plan Option is to assist us inrecruiting and retaining qualified employees and to allow ouremployees the opportunity to increase their ownership interestin Lowe’s by allowing them to purchase Lowe’s common stockat a discount through the convenience of payroll deductions.AdministrationThe Stock Purchase Plan Option is administered by theAdministrative Committee of the Lowe’s 401(k), BenefitRestoration, Cash Deferral, and Employee Stock PurchasePlans (the “Committee”). The Committee has the authority tointerpret the Stock Purchase Plan Option’s provisions, adoptrules regarding the Stock Purchase Plan Option’sadministration, and to make all other determinations necessaryor advisable for the administration of the Stock Purchase PlanOption.2

EligibilityAll full-time employees of Lowe’s or one of our designatedsubsidiaries are eligible to participate in the Plan on the firstday of the offering period following their first day ofemployment. All part-time employees are eligible toparticipate after one year of service. Part-time employeecontributions are based on 40 hours of biweekly service. Fulltimeemployee contributions are based on 80 hours of biweeklyservice. Employees must be eligible on the first day of theoffering period to participate in that offering period.Participation by eligible employees is entirely voluntary andemployees must enroll to participate.How the Stock Purchase PlanOption WorksThe Stock Purchase Plan Option allows eligible employees topurchase shares of Lowe’s common stock at a discount throughthe convenience of payroll deductions. Lump sum purchasesare not allowed If you are eligible to participate, you maycontribute between1% and 20%of your base pay into the StockPurchase Plan Option. Your contribution percentage is appliedto your gross base pay, and is taken out of your paycheck on anafter-tax basis. For purposes of the Employee Stock PurchasePlan, your base pay does not include overtime or bonuses.Effective with the December 2008 offering period, employeesmay also contribute a specific dollar amount.The maximum contribution amount allowable for a six-monthoffering period is $10,625. In addition, the maximum numberof shares of common stock a participant may purchase in anyoffering period shall not exceed a number determined bydividing $12,500 by the closing price of the common stock onthe last day of the offering period.There are two six-month offering periods each year. Theoffering periods are: June 1 st through November 30 th , andDecember 1 st through May 31 st . To participate in an offeringperiod, you must be eligible on the first day of the offeringperiod. You may enroll during the two-week period prior to thefirst day of each offering period. For example, for the June 1 stthrough November 30 th offering period, you may enroll duringthe last two weeks of May; for the December 1 st throughMay 31 st offering period, you may enroll during the last twoweeks of November. For more information regardingeligibility and enrollment for the Stock Purchase Plan Option,please see “Employee Eligibility” in the Plan Overview.Employee Stock Purchase PlanAt the end of an offering period, all of your eligible payrolldeductions under the Stock Purchase Plan Option will be usedto purchase shares of Lowe’s common stock. The purchaseprice for the shares of common stock will be based on theclosing price of the common stock on the last day of theoffering period. This price will then be discounted by 15% andthat discounted price will be the purchase price for sharespurchased for that offering period. Only whole shares of stockwill be purchased. Effective with the December 2008 offeringperiod, any payroll deductions that amount to a fractional sharewill be refunded to you after the offering period.A record keeping account is established for each participant.Your payroll deductions are credited to this account, until theseamounts are withdrawn, distributed, or used to purchase sharesof Lowe’s common stock.Once stock has been purchased in your name, an account isestablished. You can access your account atwww.myloweslife.com or by calling E*TRADE at1-800-838-0908.Your participation in the Stock Purchase Plan Option willcontinue unless you elect to stop your payroll deductions. Youmay elect to stop your payroll deductions and withdraw fromthe Stock Purchase Plan Option during an offering period bycompleting a withdrawal form. Withdrawal forms are availableon MyLowesLife on the My Home page under “Lowe’s Forms”/ “Wealth Related”. If you elect to withdraw from the StockPurchase Plan Option, all contributions collected during anyoffering period will be refunded to you. Refunds are issuedtwice per month to participants who have elected to stop theircontributions, and to participants who terminate theiremployment during the offering period. Additionally, if youstop your payroll deductions, you may not resume participationin the Stock Purchase Plan Option until the following offeringperiod at which time you must reenroll. You may elect tochange (increase or decrease) your payroll deductions at thebeginning of the next offering period during the two-weekenrollment period prior to the first day of the offering period.Changes will not be effective until the beginning of the nextoffering period.Stock AccountE*TRADE is the broker/administrator of the Stock PurchasePlan Option. An E*TRADE account is established for eachparticipant who purchases common stock pursuant to the StockPurchase Plan Option, and the shares are credited to suchaccounts. You will need to activate your account to beginusing it. Account activation forms are mailed to your home3

address after the initial offering period in which you participatein the Plan. You can also activate your account by contactingE*TRADE by phone at 1-800-838-0908.Additionally, at the end of each offering period, E*TRADE willsend you a confirmation statement of shares purchased and thepurchase price for the offering period. It is important that youretain your confirmation statements as they contain informationregarding the amount invested and the purchase price of yourshares. This information is required for purposes of reportinggains or losses to the Internal Revenue Service when you sellstock acquired through the Stock Purchase Plan Option.E*TRADE will also provide a quarterly statement of youraccount.Lowe’s does not receive copies of trade confirmations oraccount statements. In the event that your statements aremisplaced, duplicate statements may only be obtained fromE*TRADE. Stock Purchase Plan Option participants will becharged for the cost of research and statement reproduction.At the end of an offering period, you may:• Leave your stock in your E*TRADE account;• Request that your stock certificates be sent directly to you;or• Request that E*TRADE sell your acquired stock at currentmarket prices. You will be responsible for the brokertransaction fee when selling your shares.Six-Month SuspensionIf you receive a hardship distribution from the Lowe’s 401(k)Plan, Lowe’s is required to suspend your contributions to theStock Purchase Plan Option for six months and anycontributions for the offering period then in effect will berefunded to you. You may resume participation in the StockPurchase Plan Option after the six-month suspension period byreenrolling during the two week period prior to the start of anoffering period. See 401(k) Plan for more informationregarding hardship distributions.ExpensesLowe’s pays the expenses for administration of the StockPurchase Plan Option, including the purchase of stock. Lowe’sdoes not pay any other fees, including the broker feesassociated with selling your stock.Amendment and TerminationThe board may terminate or amend the Stock Purchase PlanOption from time to time. However, an amendment will notbecome effective until approved by shareholders if theamendment increases the aggregate number of shares ofcommon stock that may be issued under the Stock PurchasePlan Option or if the amendment changes the class ofindividuals eligible to become participants. Additionally, noamendment will, without a participant’s consent, adverselyaffect the rights of such participant under any optionoutstanding at the time such amendment is made.Federal Tax ConsequencesThe following discussion is a summary of the federal incometax provisions relating to participation in the Stock PurchasePlan Option. The tax effect of your participation in the StockPurchase Plan Option may vary depending upon your particularcircumstances, and the income tax laws and regulations changefrequently. You should rely upon your own tax advisor foradvice concerning the specific tax consequences applicable toyou, including the applicability and effect of state, local, andforeign tax laws.Under Section 421 of the Internal Revenue Code, you do notrecognize income at the time you purchase stock under theStock Purchase Plan Option. Instead, you will recognizeincome if and when you sell shares acquired under the Plan.If you sell shares two or more years after the last day of theoffering period, you will recognize ordinary income on the sale,measured as the lesser of: the excess of the fair market value ofthe shares at the time of the sale over the purchase price; or anamount equal to 15% of the fair market value of the shares as ofthe last day of the offering period. Any additional gain will betreated as long-term capital gain and taxed at the applicablelong-term capital gains rate, a tax rate lower than your rate forordinary income.If you sell your stock before two years following the last day ofthe offering period, a disqualifying disposition will occur. Youwill then recognize, as ordinary income, the differencebetween the fair market value of the stock on the date ofpurchase and the discounted purchase price. If you sell sharesless than one year after you purchase them, any gain in excessof that amount will be characterized as a short-term capital gainand taxed at the same rate as your ordinary income. If,however, you sell shares between one and two years after youpurchase them through the Plan, any excess gain will be4

characterized as long-term capital gain and taxed at theapplicable long-term capital gains rate.Lowe’s must include income from any disqualifyingdispositions on your Form W-2. You must therefore notifyLowe’s if you sell or dispose of shares acquired through theStock Purchase Plan Option within 24 months from theirpurchase date. Shares sold through E*TRADE, the accountadministrator of the Stock Purchase Plan Option, will beexcused from the notification requirement because E*TRADEwill provide all the necessary information to Lowe’s.Although Lowe’s must include income in your Form W-2 inthe event of a disqualifying disposition, there will be nocorresponding federal or state income tax withheld. Therefore,you will need to consider any such income in your tax planningto insure that your withholdings and estimated tax payments aresufficient to avoid any tax underpayment penalties that mightotherwise apply.Resale RestrictionsWe have registered the shares of common stock issuable underthe Stock Purchase Plan Option under the Securities Act.Restrictions on your sales of common stock acquired under theStock Purchase Plan Option will depend upon your status as anaffiliate of Lowe’s Companies, Inc. Affiliates generally aredefined as persons or entities who control, are controlled by, orare under common control with a company. If you are not anaffiliate, you may resell the common stock acquired under theStock Purchase Plan Option without restriction. If you are anaffiliate, you may resell the common stock acquired under theStock Purchase Plan Option only in compliance with all of theprovisions of Rule 144 under the Securities Act, other than theholding period requirement, or under a separate registration forthe sale of the shares. In general, an affiliate may only sellwithin any three-month period a number of shares of stock,including shares of stock received outside of the StockPurchase Plan Option that do not exceed the greater of 1% ofour then-outstanding shares of stock, or the average weeklyreported trading volume of our stock on all national securitiesexchanges, or an authorized consolidated transaction reportingsystem during the four calendar weeks preceding the sale. Inaddition, in order to satisfy Rule 144, the sales must beconducted in normal broker’s transaction or through a marketmaker. The affiliate may be required to file a form with theSEC, and we must continue to satisfy its reporting requirementsunder the Securities Exchange Act (the Exchange Act).Employee Stock Purchase PlanWhere You Can Find MoreInformationWe file reports, proxy statements, and other information withthe SEC. This information is available on the Internet at theSEC’s website at http://www.sec.gov under “Filings & Forms(EDGAR) Search for Company Filings”. You may also readand copy any document we file with the SEC at the SEC’spublic reference room at the following address:Securities and Exchange Commission100 F Street, N.E.Room 1024Washington, DC 20549You can call the SEC at 1-800-SEC-0330 for more informationabout the public reference room and copy charges. You canalso inspect the reports and other information that we file withthe SEC at the New York Stock Exchange, 20 Broad Street,New York, New York 10005.We have filed a registration statement with the SEC under theSecurities Act relating to the common stock offered under theStock Purchase Plan Option. For further information about usand our common stock, you should refer to the registrationstatement and its exhibits. In this prospectus, we havesummarized material provisions of the Stock Purchase PlanOption. Since this prospectus may not contain all of theinformation you may find important, you should review the fulltext of the Stock Purchase Plan Option, which is on file withthe SEC as an exhibit to the registration statement. You mayalso obtain a copy of the Stock Purchase Plan Option from us,as provided below.The SEC allows us to incorporate by reference into thisprospectus certain information we file with it, which means wecan disclose important information to you by referring you tothose documents. The information incorporated by reference isconsidered to be part of this prospectus, and information we filelater with the SEC will automatically update and supersede theinformation contained in this prospectus.We incorporate by reference into this prospectus the documentslisted below, as of the date of their filing:• Our annual report on Form 10-K for the fiscal year endedFebruary 1, 2008, filed on April 1, 2008• Our Current Reports on Form 8-K filed on February 25,2008 and May 19, 2008.5

• All other reports filed by us pursuant to Section 13(a) or15(d) of the Securities Exchange Act since February 1,2008; and• The descriptions of our common stock and preferred stockpurchase rights contained in our registration statements onForm 8-A filed under Section 12 of the Exchange Act,including all amendments or reports filed for the purposeof updating such descriptions.We also incorporate by reference into this prospectus additionaldocuments filed by us or the Stock Purchase Plan Option. PlanOption pursuant to Sections 13(a), 13(c), 14, or 15(d) of theExchange Act after the date of this prospectus and prior to thefiling of a post-effective amendment to the registrationstatement that indicates that all securities offered have beensold or that deregisters all securities then remaining unsold.You should rely only on the information contained in orincorporated by reference in this prospectus. We have notauthorized anyone to provide you with different information.We are not making an offer of common stock in anyjurisdiction where the offer is not permitted. You should notassume that the information contained in or incorporated byreference in this prospectus is accurate as of any later date.You may request a copy of our latest annual report tostockholders and any of the documents incorporated byreference in this prospectus, at no cost, by writing or calling usat the following address and telephone number:Secretary to the Board of DirectorsLowe’s Companies, Inc.1000 Lowe’s BoulevardMooresville, NC 281171-704-758-1000In addition, we will deliver to all participants in the EmployeeStock Purchase Plan who do not otherwise receive suchmaterial copies of all reports, proxy statements, and othercommunications we distribute to our shareholders.The Stock Purchase Plan Option is not subject to anyprovisions of the Employee Retirement Income Security Act of1974 (ERISA). The Stock Purchase Plan Option also is notsubject to or qualified under Section 401 of the InternalRevenue Code. No one has or may create a lien on any funds,securities, or other property held under the Stock Purchase PlanOption.6