Employee Stock Purchase Plan

Transcription

1 Prospectus: Lowe s Companies, Inc. Employee Stock Purchase Plan 70,000,000 Shares of Common Stock Offered under the Lowe s Companies Employee Stock Purchase Plan - Stock Options for Everyone. This prospectus relates to shares of common stock of Lowe s Companies, Inc. that may be issued under the Lowe s Companies Employee Stock Purchase Plan - Stock Options for Everyone (the Stock Purchase Plan Option). 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 Act of 1933, as amended,, and may be used only in connection with our offers and sales of common stock under the Stock Purchase Plan Option. You cannot use this prospectus to offer or sell to anyone else the common stock you acquire under the Stock Purchase Plan Option. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. June 6, 2012 In This Section See Page Important Information About This Prospectus... 2 How to Obtain Additional Information... 2 The Company... 2 The Stock Purchase Plan Option... 2 How the Stock Purchase Plan Option Works... 3 Amendment and Termination... 4 Federal Tax Consequences... 4 Resale Restrictions... 5 Where You Can Find More Information

2 Important Information About This Prospectus This prospectus is part of a registration statement that Lowe s has filed with the United States Securities and Exchange Commission (SEC). Under the registration statement, we may from time to time issue securities described in this prospectus under the Lowe s Companies Employee Stock Purchase Plan Stock Options for Everyone (the Stock Purchase Plan Option). We may update this prospectus in the future by furnishing you with current information in the form of an appendix to this prospectus. An appendix may add, update, or change information contained in this document. When we deliver an appendix, we also will give you another copy of this prospectus without charge, if you request it. You should read this prospectus and any appendices carefully, together with the additional information described under the section Where You Can Find More Information on page 5. You should rely only on the information incorporated by reference or provided in this prospectus or any appendix. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in any appendix is accurate as of any date other than the dates printed on the front of each such document. How to Obtain Additional Information This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. This information is described under the section Where You Can Find More Information on page 5. You can obtain free copies of this information by writing or calling: Corporate Secretary Lowe s Companies, Inc Lowe s Boulevard Mail Code NB7LG Mooresville, NC The Company Lowe s Companies, Inc., the issuer of the common stock offered under the Stock Purchase Plan Option, is a North Carolina corporation. You can obtain more information about us and the Stock Purchase Plan Option by contacting our Corporate Secretary at the above address or telephone number. The Stock Purchase Plan Option The following information describes important terms and conditions of the Stock Purchase Plan Option. The Stock Purchase Plan Option is also known as the Employee Stock Purchase Plan and both terms are used interchangeably in this document. This summary is not a complete description of all of the provisions of the Stock Purchase Plan Option and may not contain all of the information that is important to you. For more information, you should review the Stock Purchase Plan Option in full, which you can obtain by contacting us at the address or telephone number indicated above. General The purpose of the Stock Purchase Plan Option is to assist us in recruiting and retaining qualified employees and to allow our employees the opportunity to increase their ownership interest in Lowe s by allowing them to purchase Lowe s common stock at a discount through the convenience of payroll deductions. Administration The Stock Purchase Plan Option is administered by the Administrative Committee of Lowe s Companies, Inc. (the Committee). The Committee has the authority to interpret the Stock Purchase Plan Option s provisions, adopt rules regarding the Stock Purchase Plan Option s administration, and to make all other determinations necessary or advisable for the administration of the Stock Purchase Plan Option. Eligibility All full-time employees of Lowe s or one of our designated subsidiaries are eligible to participate in the Plan on the first day of the offering period following their first day of employment. All part-time employees are eligible to participate after twelve months of service. Part-time employee 2

3 Employee Stock Purchase Plan contributions are based on 40 hours of biweekly service. Fulltime employee contributions are based on 80 hours of biweekly service. Employees must be eligible on the first day of the offering period to participate in that offering period. Participation by eligible employees is entirely voluntary and employees must enroll to participate. How the Stock Purchase Plan Option Works The Stock Purchase Plan Option allows eligible employees to purchase shares of Lowe s common stock at a discount through the convenience of payroll deductions. Lump sum purchases are not allowed. If you are eligible to participate, you may contribute between 1% and 20% of your base pay into the Stock Purchase Plan Option. You can also make flat dollar amount contributions not to exceed 20% of base pay. Your contribution percentage or flat dollar amount contribution is applied to your gross base pay, and is taken out of your paycheck on an after-tax basis. For purposes of the Employee Stock Purchase Plan, your base pay does not include overtime or bonuses. The maximum contribution amount allowable for a six-month offering period is $10,625. In addition, the maximum number of shares of common stock a participant may purchase in any offering period shall not exceed a number determined by dividing $12,500 by the closing price of the common stock on the last day of the offering period. There are two six-month offering periods each year. The offering periods are: June 1 st through November 30 th, and December 1 st through May 31 st. To participate in an offering period, you must be eligible on the first day of the offering period. You may enroll online via the employee portal, (My Lowe s Life > My Home > Enrollments / Status Changes > Employee Stock Purchase Plan Enrollment) during a pre-announced two-week period in May and November before the first day of the next offering period. For more information regarding eligibility and enrollment for the Stock Purchase Plan Option, please see Employee Eligibility in the Plan Overview. At the end of an offering period, all of your eligible payroll deductions under the Stock Purchase Plan Option will be used to purchase shares of Lowe s common stock. The purchase price for the shares of common stock will be based on the closing price of the common stock on the last business day of the offering period. This price will then be discounted by 15% and that discounted price will be the purchase price for shares purchased for that offering period. Only whole shares of stock will be purchased. Any payroll deductions that amount to a fractional share will be returned to the participant in the paycheck following the purchase of stock. A record keeping account is established for each participant. Your payroll deductions are credited to this account, until these amounts are withdrawn, distributed, or used to purchase shares of Lowe s common stock. Once stock has been purchased in your name, an account is established at E*TRADE. You can access your account via the employee portal, ( (My Lowe s Life > My Wealth > Savings Plans > ESPP / Display > Check your balances at E*Trade) or by calling E*TRADE at Your participation in the Stock Purchase Plan Option will continue unless you elect to stop your payroll deductions. You may elect to stop your payroll deductions and withdraw from the Stock Purchase Plan Option during an offering period online via the employee portal, (My Lowe s Life > My Home > Enrollments / Status Changes > Employee Stock Purchase Plan Enrollment). If you elect to withdraw from the Stock Purchase Plan Option, all contributions collected during any offering period will be refunded to you. Refunds are issued twice per month to participants who have elected to stop their contributions, and to participants who terminate their employment during the offering period. Additionally, if you stop your payroll deductions, you may not resume participation in the Stock Purchase Plan Option until the following offering period at which time you must reenroll. You may elect to change (increase or decrease) your payroll deductions at the beginning of the next offering period during the two-week enrollment period prior to the first day of the offering period. Changes will not be effective until the beginning of the next offering period. Stock Account E*TRADE is the broker/administrator of the Stock Purchase Plan Option. An E*TRADE account is established for each participant who purchases common stock pursuant to the Stock Purchase Plan Option, and the shares are credited to such accounts. You will need to activate your account to begin using it. Account activation forms are mailed to your home address after the initial offering period in which you participate in the Stock Purchase Plan Option. You can also activate your account by contacting E*TRADE by phone at

4 Additionally, at the end of each offering period, E*TRADE will send you a confirmation statement of shares purchased and the purchase price for the offering period. It is important that you retain your confirmation statements as they contain information regarding the amount invested and the purchase price of your shares. This information is required for purposes of reporting gains or losses to the Internal Revenue Service when you sell stock acquired through the Stock Purchase Plan Option. E*TRADE will also provide a quarterly statement of your account. Lowe s does not receive copies of trade confirmations or account statements. In the event that your statements are misplaced, duplicate statements may only be obtained from E*TRADE. Stock Purchase Plan Option participants will be charged 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 current market prices. You will be responsible for the broker transaction fee when selling your shares. Six-Month Suspension If you receive a hardship distribution from the Lowe s 401(k) Plan, Lowe s is required to suspend your contributions to the Stock Purchase Plan Option for six months, and any contributions for the offering period then in effect will be refunded to you. You may resume participation in the Stock Purchase Plan Option after the six-month suspension period by reenrolling online via the employee portal, (My Lowe s Life > My Home > Enrollments / Status Changes > Employee Stock Purchase Plan Enrollment) during one of the pre-announced two-week enrollment periods in May and November before the next offering period. See 401(k) Plan for more information regarding hardship distributions. Expenses Lowe s pays the expenses for administration of the Stock Purchase Plan Option, including the purchase of stock. Lowe s does not pay any other fees, including the broker fees associated with selling your stock. Amendment and Termination The Board of Directors of Lowe s Companies, Inc. may terminate or amend the Stock Purchase Plan Option from time to time. However, an amendment will not become effective until approved by shareholders if the amendment increases the aggregate number of shares of common stock that may be issued under the Stock Purchase Plan Option, or if the amendment changes the class of individuals eligible to become participants. Additionally, no amendment will, without a participant s consent, adversely affect the rights of such participant under any option outstanding at the time such amendment is made. Federal Tax Consequences The following discussion is a summary of the federal income tax provisions relating to participation in the Stock Purchase Plan Option. The tax effect of your participation in the Stock Purchase Plan Option may vary depending upon your particular circumstances, and the income tax laws and regulations change frequently. You should rely upon your own tax advisor for advice concerning the specific tax consequences applicable to you, including the applicability and effect of state, local, and foreign tax laws. Under Section 421 of the Internal Revenue Code, you do not recognize income at the time you purchase stock under the Stock Purchase Plan Option. Instead, you will recognize income if and when you sell shares acquired under the Stock Purchase Plan Option. If you sell shares two or more years after the last day of the offering period, you will recognize ordinary income on the sale, measured as the lesser of: the excess of the fair market value of the shares at the time of the sale over the purchase price; or an amount equal to 15% of the fair market value of the shares as of the last day of the offering period. Any additional gain will be treated as long-term capital gain and taxed at the applicable long-term capital gains rate, a tax rate that is usually lower than the rate for ordinary income. If you sell your stock before two years following the last day of the offering period, a disqualifying disposition will occur. You will then recognize, as ordinary income, the difference between the fair market value of the stock on the date of purchase and the discounted purchase price. If you sell shares less than one year after you purchase them, any gain in excess of that amount will be characterized as a short-term capital gain and taxed at the same rate as your ordinary income. If, however, you sell 4

5 Employee Stock Purchase Plan shares between one and two years after you purchase them through the Stock Purchase Plan Plan Option, any excess gain will be characterized as long-term capital gain and taxed at the applicable long-term capital gains rate. Lowe s must include income from any disqualifying dispositions on your Form W-2. You must therefore notify Lowe s if you sell or dispose of shares acquired through the Stock Purchase Plan Option within 24 months from their purchase date. Shares sold through E*TRADE, the account administrator of the Stock Purchase Plan Option, will be excused from the notification requirement because E*TRADE will provide all the necessary information to Lowe s. Although Lowe s must include income in your Form W-2 in the event of a disqualifying disposition, there will be no corresponding federal or state income tax withheld. Therefore, you will need to consider any such income in your tax planning to insure that your withholdings and estimated tax payments are sufficient to avoid any tax underpayment penalties that might otherwise apply. Resale Restrictions We have registered the shares of common stock issuable under the Stock Purchase Plan Option under the Securities Act. Restrictions on your sales of common stock acquired under the Stock Purchase Plan Option will depend upon your status as an affiliate of Lowe s Companies, Inc. Affiliates generally are defined as persons or entities who control, are controlled by, or are under common control with a company. If you are not an affiliate, you may resell the common stock acquired under the Stock Purchase Plan Option without restriction. If you are an affiliate, you may resell the common stock acquired under the Stock Purchase Plan Option only in compliance with all of the provisions of Rule 144 under the Securities Act, other than the holding period requirement, or under a separate registration for the sale of the shares. In general, an affiliate may only sell within any three-month period a number of shares of stock, including shares of stock received outside of the Stock Purchase Plan Option, that do not exceed the greater of 1% of our then-outstanding shares of stock, or the average weekly reported trading volume of our stock on all national securities exchanges, or an authorized consolidated transaction reporting system during the four calendar weeks preceding the sale. In addition, in order to satisfy Rule 144, the sales must be conducted in a normal broker s transaction or through a market maker. The affiliate may be required to file a form with the SEC, and we must continue to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the Exchange Act). Where You Can Find More Information We file reports, proxy statements, and other information with the SEC. This information is available on the Internet at the SEC s website at under Filings - Search for Company Filings. You may also read and copy any document we file with the SEC at the SEC s public reference room at the following address: Securities and Exchange Commission 100 F Street, N.E. Washington, DC You can call the SEC at SEC-0330 for more information about the public reference room and copy charges. You can also inspect the reports and other information that we file with the SEC at the New York Stock Exchange, 20 Broad Street, New York, New York We have filed a registration statement with the SEC under the Securities Act relating to the common stock offered under the Stock Purchase Plan Option. For further information about us and our common stock, you should refer to the registration statement and its exhibits. In this prospectus, we have summarized material provisions of the Stock Purchase Plan Option. Since this prospectus may not contain all of the information you may find important, you should review the full text of the Stock Purchase Plan Option, which is on file with the SEC as an exhibit to the registration statement. You may also obtain a copy of the Stock Purchase Plan Option from us, as provided below. The SEC allows us to incorporate by reference into this prospectus certain information we file with it, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information we file later with the SEC will automatically update and supersede the information contained in this prospectus. We incorporate by reference into this prospectus the documents listed below, as of the date of their filing: Our annual report on Form 10-K and an amendment there to on Form 10-K/A for the fiscal year ended February 3,

6 All other reports filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since February 3, 2012; and The description of our common stock contained in our registration statement on Form 8-A filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description. We also incorporate by reference into this prospectus additional documents filed by us or the Stock Purchase Plan Option pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus and prior to the filing of a post-effective amendment to the registration statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold. You may request a copy of our latest annual report to stockholders and any of the documents incorporated by reference in this prospectus, at no cost, by writing or calling us at the following address and telephone number: Corporate Secretary Lowe s Companies, Inc Lowe s Boulevard Mail Code NB7LG Mooresville, NC In addition, we will deliver to all participants in the Employee Stock Purchase Plan who do not otherwise receive such material copies of all reports, proxy statements, and other communications we distribute to our shareholders. The Stock Purchase Plan Option is not subject to any provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Stock Purchase Plan Option also is not subject to or qualified under Section 401 of the Internal Revenue Code. No one has or may create a lien on any funds, securities, or other property held under the Stock Purchase Plan Option. 6