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L OW E ’ S C O M PA N I E S , I N C .Notice ofAnnual MeetingandProxy Statement2003
Corporate Offices1605 Curtis Bridge RoadWilkesboro, NC 28697LOWE’SCOMPANIES,INC.April 16, 2003TO LOWE’S SHAREHOLDERS:It is my pleasure to invite you to the 2003 Annual Meeting to be held at The Park Hotel located at 2200Rexford Road, Charlotte, NC, on Friday, May 30, 2003 at 10:00 a.m. Directions to The Park Hotel are printed onthe back of the Proxy Statement.We intend to broadcast the meeting live on the Internet. To participate, visit Lowe’s website (www.lowes.com)and navigate to the registration page by clicking on “About Lowe’s” and then “Investor Information.” A link to thewebcast will be posted a few days before the May 30th meeting. An archived replay will also be availablebeginning approximately three hours after the conclusion of the meeting and running until June 6, 2003.Our long time director, Bob Schwartz, is retiring at this meeting, and I look forward to saluting his thirty yearsof service to Lowe’s.The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statementtells you about the agenda and the procedures for the meeting. It also describes how the company’s Board ofDirectors operates and gives certain information about the company. There are four items of business, as describedin detail in the Proxy Statement; so your vote or attendance is important. I look forward to reporting on Fiscal Year2002, as well as commenting on the results of our first Fiscal Quarter of 2003.Yours cordially,Robert L. TillmanChairman of the Boardand Chief Executive Officer
Notice ofAnnual Meeting of Shareholdersof Lowe’s Companies, Inc.Date:May 30, 2003Time:10:00 a.m.Place:The Park Hotel2200 Rexford RoadCharlotte, North CarolinaPurpose: To elect three Class II Directors to a term of three years. To vote on a shareholder proposal concerning global workplace labor standards, if presented. To vote on a shareholder proposal concerning redemption of the shareholder rights plan, ifpresented. To vote on a shareholder proposal concerning a bylaw amendment to require an independentdirector to serve as chairman of the board of directors, if presented. To transact such other business as may be properly brought before the Annual Meeting.Stephen A. HellrungSenior Vice President, General Counsel& SecretaryWilkesboro, North CarolinaApril 16, 2003YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES YOU MAY: VOTE AT THE INTERNETSITE ADDRESS LISTED ON YOUR PROXY CARD; CALL THE TOLL-FREE NUMBER SETFORTH ON YOUR PROXY CARD; OR SIGN, DATE AND RETURN THE ENCLOSED PROXYCARD PROMPTLY TO ENSURE ITS ARRIVAL IN TIME FOR THE MEETING.
Table of ContentsPageGENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1PROPOSAL 1 — ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2INFORMATION CONCERNING THE NOMINEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3INFORMATION CONCERNING CONTINUING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD . .6SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . .9SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . . . . . . . .10COMPENSATION OF EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10TOTAL RETURN TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ANDCHANGE IN CONTROL ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE . . . . . . . . . . . . . . . . . . .13AUDIT MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16PROPOSAL 2 — SHAREHOLDER PROPOSAL ON GLOBAL WORKERS’ RIGHTSSTANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17PROPOSAL 3 — SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHTS PLAN . . . . . . . . . .19PROPOSAL 4 — SHAREHOLDER PROPOSAL ON BYLAW AMENDMENT TO REQUIRE ANINDEPENDENT DIRECTOR TO SERVE AS CHAIRMAN OF THE BOARD OF DIRECTORS . . .20ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . .22ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22AUDIT COMMITTEE CHARTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
Lowe’s Companies, Inc.Proxy StatementforAnnual Meeting of ShareholdersMay 30, 2003GENERAL INFORMATIONThis Proxy Statement is being furnished in connection with the solicitation by the Board of Directors ofLowe’s Companies, Inc. (the “Company”) of proxies to be voted at the Annual Meeting of Shareholders to be heldat The Park Hotel, 2200 Rexford Road, Charlotte, North Carolina on Friday, May 30, 2003 at 10:00 a.m. It isanticipated that this Proxy Statement and the enclosed form of proxy will first be sent to shareholders on or aboutApril 16, 2003.Outstanding sharesOn April 1, 2003 there were 782,834,160 shares of Common Stock of the Company outstanding and entitledto vote. Shareholders are entitled to one vote for each share held on all matters to come before the meeting.Who may voteOnly shareholders of record at the close of business on April 1, 2003 are entitled to notice of and to vote at themeeting or any adjournment thereof.How to voteYou may vote by proxy or in person at the meeting. To vote by proxy, you may: call the toll-free number setforth on the proxy card; vote at the internet site set forth on the proxy card; or mail your signed proxy card to ourtabulator in the envelope provided. Even if you plan to attend the meeting, we recommend that you vote prior tothe meeting. You can always change your vote as described below.How proxies workThe Company’s Board of Directors is asking for your proxy. By giving us your proxy, you authorize theproxyholders (members of Lowe’s management) to vote your shares at the meeting in the manner you direct. If youdo not specify how you wish us to vote your shares, your shares will be voted “for” all director nominees, and“against” the shareholder proposals described on pages 17-21. Proxyholders will also vote shares according to theirdiscretion on any other matter properly brought before the meeting.You may receive more than one proxy card depending on how you hold your shares. Generally, you need tovote on the internet, call the toll-free number or sign and return all of your proxy cards to vote all of your shares.For example, if you hold shares through someone else, such as a stockbroker, you may get proxy material from thatperson. Shares registered in your name are covered by a separate proxy card.If for any reason any of the nominees for election as directors becomes unavailable for election, discretionaryauthority may be exercised by the proxyholders to vote for substitutes proposed by the Board of Directors.Abstentions and shares held of record by a broker or its nominee (“broker shares”) that are voted on any matterare included in determining the number of votes present or represented at the meeting. Broker shares that are notvoted on any matter at the meeting are not included in determining whether a quorum is present. The vote requiredto approve each of the matters to be considered at the meeting is disclosed under the caption for such matters. Votesthat are withheld and broker shares that are not voted (commonly referred to as “broker non-votes”) are notincluded in determining the number of votes cast in the election of Directors or on other matters.
QuorumIn order to carry out the business of the meeting, we must have a quorum. This means that at least a majorityof the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Sharesowned by the Company are not voted and do not count for this purpose.Changing your voteThe shares represented by a proxy will be voted as directed unless the proxy is revoked. Any proxy may berevoked before it is exercised by filing with the Secretary of the Company an instrument revoking the proxy or aproxy bearing a later date. A proxy is revoked if the person who executed the proxy is present at the meeting andelects to vote in person.Votes neededDirector nominees receiving the largest number of votes cast are elected, up to the maximum number of threedirectors fixed by the Board to be elected at the meeting. As a result, any shares not voted (whether by abstention,broker non-vote or otherwise) have no impact on the election of directors, except to the extent that the failure tovote for a particular nominee may result in another nominee receiving a larger number of votes. Approval of theshareholder proposals described on pages 17-21 and any other matter properly brought before the meeting requiresthe favorable vote of a majority of the votes cast.Attending in personOnly shareholders, their designated proxies and guests of the Company may attend the meeting.PROPOSAL 1ELECTION OF DIRECTORSAt the time of the Annual Meeting, the Board of Directors will have 10 members divided into three classes:Class I (three members), Class II (three members) and Class III (four members), with one class being elected eachyear for a three-year term.The three nominees standing for re-election as Class II Directors are: Peter C. Browning, Kenneth D. Lewisand Thomas D. O’Malley.If elected, each Class II nominee will serve three consecutive years with his term expiring in 2006 or until asuccessor is elected and qualified. The election of each nominee requires the affirmative vote of the holders of theplurality of the shares of Common Stock cast in the election of Directors. Unless authority to vote in the electionof Directors is withheld, it is the intention of the persons named as Proxies to vote “FOR” the three nominees. Ifat the time of the meeting any of these nominees is unavailable for election as a Director for any reason, which isnot expected to occur, the persons named as Proxies will vote for such substitute nominee or nominees, if any, asshall be designated by the Board of Directors.2
INFORMATION CONCERNING THE NOMINEESClass II Nominees for Election as Directors — Term to expire in 2006PETER C. BROWNINGDirector since: 1998Age: 61Business Experience, Directorships, and Positions within the Last Five YearsChairman of Governance Committee, member of Audit Committee and ExecutiveCommittee of the Company. Dean of the McColl Graduate School of Business at QueensUniversity of Charlotte since March 2002. Non-Executive Chairman of the Board, NucorCorporation (Steel Manufacturer) since 2000. President and CEO of Sonoco ProductsCompany April 1998 through July 2000. Other directorships: Acuity Brands Inc.;EnPro Industries, Inc.; The Phoenix Companies, Inc.; Sykes Enterprises, Inc.; andWachovia Corporation.KENNETH D. LEWISDirector since: 2000Age: 56Business Experience, Directorships, and Positions within the Last Five YearsMember of Compensation and Organization Committee and Governance Committee ofthe Company. Chairman, Chief Executive Officer and President of Bank of America,President and Chief Operating Officer (Oct. 1999 to April 2001), President (Jan. 1999— Oct. 1999), President, Consumer and Commercial Banking (1998-1999) of thatCompany, and President of NationsBank Corporation (1993-1998). Director of Bank ofAmerica since 1999. Other directorships: Health Management Associates, Inc.THOMAS D. O’MALLEYDirector since: 2000Age: 61Business Experience, Directorships, and Positions within the Last Five YearsMember of Audit Committee and Governance Committee of the Company. Chairmanof the Board and Chief Executive Officer of Tosco Corporation until its sale to PhillipsPetroleum in 2001. Currently serving as Chairman, President and Chief ExecutiveOfficer of Premcor Inc., an oil refiner. Other directorships: PetsMart, Inc.3
INFORMATION CONCERNING CONTINUING DIRECTORSClass III Directors — Term to expire in 2004LEONARD L. BERRYDirector since: 1998Age: 60Business Experience, Directorships, and Positions within the Last Five YearsMember of Audit Committee and Governance Committee of the Company.Distinguished Professor of Marketing and M. B. Zale Chair in Retailing and MarketingLeadership, Texas A&M University, since 1982. Other directorships: DardenRestaurants, Inc.; Genesco Inc.; and Grocery Outlet, Inc.PAUL FULTONDirector since: 1996Age: 68Business Experience, Directorships, and Positions within the Last Five YearsChairman of Compensation and Organization Committee, member of ExecutiveCommittee and Governance Committee of the Company. Chairman of the Board ofBassett Furniture Industries, Inc. since 2000 and Director since 1994, Chief ExecutiveOfficer of Bassett Furniture from 1997 until 2000. Dean, Kenan-Flagler BusinessSchool, University of North Carolina, Chapel Hill, NC, 1994-1997. Other directorships:Bank of America; Sonoco Products Company; and Wm. Carter Company.DAWN E. HUDSONDirector since: 2001Age: 45Business Experience, Directorships, and Positions within the Last Five YearsMember of Compensation and Organization Committee and Governance Committee of theCompany. President of Pepsi Cola Company North America since June 2002. Senior VicePresident, Strategy and Marketing for Pepsi Cola Company North America (1997-2002).ROBERT L. TILLMANDirector since: 1994Age: 59Business Experience, Directorships, and Positions within the Last Five YearsChairman of the Board since January 1998, Chief Executive Officer since 1996.Chairman of Executive Committee of the Company.4
Class I Directors — Term to expire in 2005ROBERT A. INGRAMDirector since: 2001Age: 60Business Experience, Directorships, and Positions within the Last Five YearsMember of Compensation and Organization Committee and Governance Committee.Non-Executive Chairman, OSI Pharmaceuticals, Inc.; Vice Chairman Pharmaceuticals,GlaxoSmithKline (International Pharmaceutical Corporation); Chief Operating Officerand President, Pharmaceutical Operations of GlaxoSmithKline (January 2001-2002),having previously served as Chief Executive of Glaxo Wellcome plc (1997-2000),Chairman of Glaxo Wellcome Inc., (Glaxo Wellcome plc’s United States subsidiary)(1999-2000); Chairman, President and Chief Executive Officer of Glaxo Wellcome Inc.(1997-1999), and President and Chief Executive Officer of Glaxo Wellcome Inc. priorthereto. Other directorships: Edwards Lifesciences Corporation; Misys plc (Non-ExecutiveDirector); Molson, Inc.; Nortel Networks; OSI Pharmaceuticals, Inc. (Non-ExecutiveChairman); and Wachovia Corporation.RICHARD K. LOCHRIDGEDirector since: 1998Age: 59Business Experience, Directorships, and Positions within the Last Five YearsChairman of Audit Committee, member of Executive Committee and GovernanceCommittee of the Company. President, Lochridge & Company, Inc., (GeneralManagement Consulting Firm) since 1986. Other directorships: Dover Corporation;John H. Harland Company; and PetsMart, Inc.CLAUDINE B. MALONEDirector since: 1995Age: 66Business Experience, Directorships, and Positions within the Last Five YearsMember of Compensation and Organization Committee and Governance Committee ofthe Company. President and Chief Executive Officer, Financial & ManagementConsulting, Inc., since 1984; Former Chairman, Federal Reserve Bank, Richmond, Va.,1996-1999 (Member since 1994). Other directorships: CGNU Life Insurance Co.;Hasbro, Inc.; LaFarge Corporation; and Science Applications International Corporation.5
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARDClassification of DirectorsEach Lowe’s Director is classified as an “Independent Director” or a “Management Director.” A “ManagementDirector” is a present or former employee who serves as a Director. An “Independent Director” is a Director withinthe scope of Securities and Exchange Commission rules defining “non-employee directors.” All Directors areIndependent Directors, except for Mr. Tillman, who is a Management Director.Compensation of Directors — Standard ArrangementsMr. Tillman receives no Director or Committee compensation. Directors who are not employed by theCompany are paid an annual retainer of 75,000, plus 15,000 annually for serving as a Committee Chairman.Compensation of Directors — Other ArrangementsIn 1999, shareholders approved the Lowe’s Companies, Inc. Directors’ Stock Option Plan. This Plan providesfor each eligible Director to be awarded a stock option to purchase 4,000 shares of Company Common Stock at thefirst Directors’ Meeting following the Annual Meeting (the “Award Date”). The Company reserved 500,000 sharesof Common Stock for the Plan, of which 58,676 option shares are currently exercisable. Each option becomesexercisable with respect to 1,334 of the shares of Common Stock on May 15 of the first calendar year followingthe Award Date and 1,333 shares on May 15 of each of the second and third calendar years following the AwardDate. Each option has a seven-year term. The exercise price is set based on the closing price of a share of CommonStock as reported on the New York Stock Exchange composite tape on the Award Date, which was 47.16. Optionsfor 4,000 shares each were granted on May 31, 2002 to Directors Berry, Browning, Fulton, Hudson, Ingram, Lewis,Lochridge, Malone, O’Malley and Schwartz. Mr. Tillman does not participate in this Plan.In 1994, the Board adopted the Lowe’s Companies, Inc. Directors’ Deferred Compensation Plan. This Planallows each non-employee Director to defer receipt of all, but not less than all, of the annual retainer and meetingfees otherwise payable to the Director. Deferrals are credited to a bookkeeping account and account values areadjusted based on the investment measure selected by the Director. One investment measure adjusts the accountbased on the Wachovia Bank and Trust Company prime rate plus 1%. The other investment measure assumes thatthe deferrals are invested in the Company’s Common Stock. A Director may allocate deferrals between the twoinvestment measures in 25% multiples. Account balances are paid in cash following the termination of a Director’sservice.Board of DirectorsDuring Fiscal Year 2002, the Board of Directors held seven meetings. The Board has four standingcommittees, Audit, Compensation and Organization, Executive and Governance. All Directors attended at least75% of the meetings of the Board and the Committees on which they served with the exception of Messrs. Ingramand Lewis, who each attended 71% of the meetings of the Board and the Committees on which they served.6
Audit CommitteeNumber of Members:FiveMembers:Richard K. Lochridge (Chairman), Leonard L. Berry, Peter C. Browning,Thomas D. O’Malley and Robert G. SchwartzNumber of Meetingsin Fiscal Year 2002: EightFunctions:The Audit Committee meets with the internal auditing staff and representatives of theCompany’s independent accounting firm without senior management present and withrepresentatives of senior management. The Committee reviews the general scope of theCompany’s annual audit and the fees charged by the independent accountants for auditservices, financial information systems design and implementation services, and all otherservices; determines the duties and responsibilities of the internal auditors; reviewsfinancial statements and the accounting principles being applied; and reviews audit resultsand other matters relating to internal control and compliance with the Company’s code ofethics. In addition, the Audit Committee recommends annually the engagement of theCompany’s independent accountants. The Board of Directors adopted an amended andrestated Audit Committee Charter on April 4, 2003. The Amended and Restated AuditCommittee Charter is attached to this proxy statement as Appendix A.Compensation and Organization CommitteeNumber of Members:FiveMembers:Paul Fulton (Chairman), Dawn E. Hudson, Robert A. Ingram, Kenneth D. Lewisand Claudine B. MaloneNumber of Meetingsin Fiscal Year 2002: FourFunctions:This Committee reviews and sets the compensation of Directors who are employees of theCompany; reviews the compensation of Senior management; reviews and approves allannual bonus plans; reviews and approves all forms of compensation that exceed one yearin duration, including employee stock option and deferred compensation awards;administers and interprets all provisions of all compensation, employee stock option, stockappreciation rights and other incentive plans; and approves awards pursuant to the terms ofany employee stock option or stock appreciation rights plan.Executive CommitteeNumber of Members:FourMembers:Robert L. Tillman (Chairman), Peter C. Browning, Paul Fulton,and Richard K. LochridgeNumber of Meetingsin Fiscal Year 2002: TwoFunctions:The Executive Committee exercises all of the powers of the Board of Directors betweenmeetings, except as otherwise limited by law.7
Governance CommitteeNumber of Members:TenMembers:Peter C. Browning (Chairman), Leonard L. Berry, Paul Fulton, Dawn E. Hudson,Robert A. Ingram, Kenneth D. Lewis, Richard K. Lochridge, Claudine B. Malone,Thomas D. O’Malley and Robert G. SchwartzNumber of Meetingsin Fiscal Year 2002: ThreeFunctions:This Committee’s responsibilities include screening suggestions for new Board membersand making recommendations to the full Board; conducting an annual performanceevaluation of the Chief Executive Officer; and conducting an annual review of theperformance of the full Board and structure of Board Committees. This Committeefunctions as a nominating committee by recommending nominees for election as Directorsof the Company. The Committee considers nominees recommended by shareholders. Anysuch recommendation should be submitted in writing to the Secretary of the Company nolater than 120 days prior to the date of mailing the proxy materials for each annual meeting(generally, not later than the middle of December preceding the Annual Meeting). Therecommendation should include information that will enable the Committee to evaluate thequalifications of the proposed nominee.8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe following table shows the beneficial ownership as of April 1, 2003, except as noted, of Common Stock ofeach Director of the Company, each nominee for election as a Director of the Company, the Officers named in theSummary Compensation Table, each shareholder known to the Company to be the beneficial owner of more than5% of the Company’s Common Stock, and Directors and Executive Officers as a group:Name or Numberof Persons in Group (1)Number ofShares (2) (3)Percentof ClassLeonard L. Berry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Peter C. Browning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Paul Fulton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Dawn E. Hudson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Robert A. Ingram . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Kenneth D. Lewis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Richard K. Lochridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Claudine B. Malone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thomas D. O’Malley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Dale C. Pond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Robert G. Schwartz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Larry D. Stone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Robert L. Tillman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Incumbent Directors, Director Nomineesand Executive Officers as a Group (32 in total) . . . . . . . . . . . . . . . . . . . . . . . . . . .State Street Bank andTrust Company, Trustee225 Franklin StreetBoston, MA 02110 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6)6.6%Capital Research and Management Company333 South Hope StreetLos Angeles, CA 90071 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .FMR Corp.82 Devonshire Street E14BBoston, MA 02109 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .*Less than 1%.(1)Excludes Messrs. Warden and Whiddon who retired from the Company effective March 7, 2003.(2)Includes shares that may be acquired within 60 days under the Company’s Stock Option Plans as follows:Mr. Pond 226,430 shares; Mr. Stone 371,312 shares; Mr. Tillman 1,591,562 shares; Directors Berry,Browning, Fulton, Lochridge, Malone and Schwartz 8,001 shares each; Directors Lewis and O’Malley 4,001shares each; Directors Hudson and Ingram 1,334 each with aggregate shares for all Executive Officers andDirectors as a group (32) being 6,554,658.(3)Does not include phantom shares credited to the accounts of Executive Officers and Directors under theCompany’s Deferral Program as of the end of Fiscal Year 2002 as follows: Mr. Browning 4,422 shares; Mr. Fulton4,490 shares; Mr. Ingram 3,051 shares; Mr. Lewis 3,051 shares; Mr. Tillman 200,223 shares, with aggregateshares for participating Executive Officers and Directors as a group (10) being 347,159.(4)Shares held at December 31, 2002, according to Schedule 13G filed on February 7, 2003 with the Securitiesand Exchange Commission, which total includes 48,271,428 shares held in trust for the benefit of theCompany’s 401(k) Plan participants, Shares allocated to participants’ 401(k) accounts are voted by theparticipants by giving voting instructions to State Street Bank (the “Trustee”). A fiduciary committee directsthe Trustee in the manner in which shares not voted by participants are to be voted. This committee has sixmembers, including Mr. Stone.9
(5)Shares held at December 31, 2002, according to Schedule 13G filed on February 13 , 2003 with the Securitiesand Exchange Commission.(6)Shares held at December 31, 2002 according to Schedule 13G filed on February 13, 2003 with the Securitiesand Exchange Commission.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBased solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company pursuant toRule 16a-3(e) of the Securities Exchange Act of 1934 during Fiscal Year 2002 and Form 5 and amendments theretofurnished to the Company with respect to Fiscal Year 2002, and written representations from certain reportingpersons, the Company believes that all filing requirements under Section 16(a) applicable to its Officers, Directorsand beneficial owners have been complied with, except that Michael K. Brown, Senior Vice President — StoreOperations (Western), inadvertently did not disclose in a timely manner a sale of 360 shares of the Company’sCommon Stock and filed an amended Form 4 to report this transaction.COMPENSATION OF EXECUTIVE OFFICERSThe following table discloses compensation received by the Company’s Chief Executive Officer and the fourother most highly paid Executive Officers for the three fiscal years ended January 31, 2003:Summary Compensation TableAnnual CompensationLong-term nsLTIP# sOtherAnnualCompensationRobert L. Tillman . . . . . . . . . . . 01/31/03Chairman of the Board and02/01/02Chief Executive 16,049690,030400,391(4)471,384184,0100 shares0 shares0 shares216,000499,000320,000000017,00011,900Larry D. Stone . . . . . . . . . . . . . 01/31/03Senior Executive Vice02/01/02President, Store 2,950442,800188,508(5)232,144102,0040 shares0 shares0 shares102,000223,000154,000000017,00011,900William C. Warden, Jr.* . . . . . . 01/31/03Executive Vice 173,9950 shares0 shares0 shares76,000193,000118,000000017,00011,900Thomas E. Whiddon* . . . . . . . . 01/31/03Executive Vice President,02/01/02Logistics and 9,978332,100138,799(7)176,36075,0700 shares0 shares0 shares76,000193,000116,000000017,00011,900Dale C. Pond . . . . . . . . . . . . . . 01/31/03Senior Executive Vice02/01/02President, 0737,213295,200143,365(8)169,20862,4300 shares0 shares0 shares78,000177,000104,000000017,00011,900Name& Principal PositionAll OtherCompensation(3)*Messrs. Warden and Whiddon retired as officers of the Company effective March 7, 2003.(1)No Restricted Stock Awards were granted during Fiscal 2000, 2001, or 2002.(2)Prior year stock option grants ha
Wilkesboro, NC 28697 April 16, 2003 TO LOWE'S SHAREHOLDERS: It is my pleasure to invite you to the 2003 Annual Meeting to be held at The Park Hotel located at 2200 Rexford Road, Charlotte, NC, on Friday, May 30, 2003 at 10:00 a.m. Directions to The Park Hotel are printed on the back of the Proxy Statement. We intend to broadcast the meeting live on the Internet. To participate, visit Lowe .
