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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-8207
THE HOME DEPOT, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
IRS No. 95-3261426
(I.R.S. Employer Identification No.)
2727 Paces Ferry Road, Atlanta, Georgia
(Address of principal executive offices)
30339-4089
(Zip Code)
Registrant's telephone number, including area code: (770) 433-8211
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.05 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[__]
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on March 22, 1996 was $21,055,978,708. The
aggregate market value was computed by reference to the closing price of the
stock on the New York Stock Exchange on such date. For the purposes of this
response, executive officers and directors are deemed to be the affiliates of
the Registrant and the holding by nonaffiliates was computed as 445,629,179
shares.
The number of shares outstanding of the Registrant's Common Stock as of March
22, 1996 was 477,962,757 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's proxy statement for its Annual Meeting of Stockholders, to be
held May 29, 1996, which will be filed pursuant to Regulation 14A within 120
days of the close of Registrant's fiscal year, is incorporated by reference in
answer to Part III of this report but only to the extent indicated herein. In
addition, pages 14 through 30 and the inside cover page of The Home Depot,
Inc.'s 1995 Annual Report to Stockholders is incorporated by reference in
answer to Items 6, 7 and 8 of Part II and Item 14(a) of Part IV of this
report.
PART I
Item 1. BUSINESS
The Home Depot, Inc. including its subsidiaries ("Home Depot" or
"Company") is the leading retailer in the home improvement industry. It
operates "warehouse style" stores which sell a wide assortment of building
material and home improvement products. At fiscal year end, the Company had
423 stores in 31 states and three Canadian provinces, with an aggregate total
of approximately 44,356,000 square feet of selling space. Such stores average
approximately 105,000 square feet of enclosed space per store, with an
additional 20,000 to 28,000 square feet in the garden center area. The
Company's store support center (corporate office) is located at 2727 Paces
Ferry Road, Atlanta, Georgia 30339-4089, telephone number (770) 433-8211.
Home Depot's operating strategy stresses providing a broad range of
merchandise at competitive prices and utilizing highly knowledgeable, service
oriented personnel and aggressive advertising. The Company regularly checks
competitors' prices to ensure that Home Depot's low "Day-In, Day-Out"
warehouse prices are competitive within each market.
Since a large portion of the Company's customers are individual
homeowners, many of whom may have limited experience in do-it-yourself ("D-I-
Y") projects, management considers its associates' knowledge of products and
home improvement techniques and applications to be very important to its
marketing approach and its ability to maintain customer satisfaction. Many
D-I-Y customers take advantage of "how-to" classes offered in Home Depot
stores.
Another segment of the Company's business activity is the buy-it-
yourself ("B-I-Y") customers. The B-I-Y customer chooses products, makes the
purchase and contracts with others to complete or install the project. For
these customers, Home Depot offers installation services for a variety of
products. Home Depot also devotes significant marketing, advertising and
service efforts toward attracting professional remodelers and commercial
users.
Products
Management estimates that a typical store stocks approximately 40,000
to 50,000 product items, including variations in color and size. Each store
carries a wide selection of high quality and nationally advertised brand name
merchandise. The table below shows the percentage of sales of each major
product group for each of the last three fiscal years. However, these
percentages may not necessarily be representative of the Company's future
product mix due, among other things, to the effects of promotional activities
associated with opening
additional stores. Also, newly opened stores did not operate through a
complete seasonal product cycle for all periods presented.
Percentage of Sales
----------------------------------
Year Ended Year Ended Year Ended
Jan. 31, Jan. 29, Jan. 28,
1994 1995 1996
---------- ---------- ----------
Product Group
Building materials, lumber
and floor and wall coverings 34.2% 34.0% 33.9%
Plumbing, heating, lighting and
electrical supplies 27.6 27.9 27.7
Seasonal and
specialty items 14.5 14.5 14.8
Hardware and tools 13.0 13.1 13.2
Paint and other 10.7 10.5 10.4
100.0% 100.0% 100.0%
The Company sources its merchandise from approximately 5,400 vendors
worldwide, of which no single vendor accounts for as much as 5 percent of
purchases. The Company is not dependent on any single vendor. A substantial
majority of merchandise is purchased directly from manufacturers, thereby
eliminating costs of intermediaries. Management believes that competitive
sources of supply are readily available for substantially all its products.
Marketing and Sales
Management believes a number of the Company's existing stores are
operating at or above their optimum capacity. In order to enhance market
penetration over time, the Company has a strategy of adding new stores near
the edge of the market areas served by existing stores. While such a strategy
may initially have a negative impact on comparable store-for-store sales, the
Company believes this "cannibalization" strategy increases customer
satisfaction and overall market share by reducing delays in shopping,
increasing utilization by existing customers and attracting new customers to
more convenient locations.
Home Depot has continued to introduce or refine a number of
merchandising programs during fiscal 1995. Key among them is the Company's
ongoing commitment to becoming the supplier of first choice to a variety of
professional customers, primarily remodelers, carpenters, plumbers,
electricians and building maintenance professionals. The Company has reacted
to the needs of this group by expanding commercial credit programs, on-site
delivery services, and updating lines of professional products.
The Company's installed sales program is available, with varying
services offered, in all of the Company's stores. There are approximately
3,000 installed sales vendors who, as independent, licensed contractors, are
authorized to provide services to customers. This program targets the B-I-Y
customer, who will purchase an item but either does not have the desire or
ability to install the item.
During the past year, the Company continued its marketing effort to
support its sponsorship of the 1996 Olympic Games and the U.S. and Canadian
Olympic teams' participation at those games. In fiscal 1995, the Company
continued its program to help pave the Centennial Olympic Park in Atlanta with
engraved bricks, and hired athletes to work in its stores and offices while
they train for the Olympic Games. The Company's partnership with certain key
suppliers in the United States and in Canada is providing significant
financial support for the sponsorship.
The Company is also a sponsor of the 1996 Atlanta Paralympic Games. The
Paralympic Games are an elite competition for athletes with a physical
disability which precludes them from Olympic competition. The Paralympic
Games will leave a legacy of awareness of the talents and achievements of
people with disabilities all over the world.
In fiscal 1995, the Company opened its third and fourth EXPO(R) Design
Center stores. EXPO stores are now located in San Diego, California; Atlanta,
Georgia; Long Island, New York and Dallas, Texas. Unlike traditional Home
Depot stores, EXPO does not sell building materials such as lumber, but
focuses instead on upscale interior design products and increased installation
services. The EXPO stores contain approximately 144,000 square feet of
selling space, including climate controlled garden centers.
During fiscal 1995, the Company opened restaurants in certain stores.
Customers with limited amounts of time to complete their shopping, especially
professional contractors and customers with small children, may be attracted
to the restaurant in the store or spend more time in the store if food is
available. Restaurant operators vary by market.
On February 28, 1994, the Company acquired a 75 percent interest in the
Aikenhead's Home Improvement Warehouse ("Aikenhead's") chain in Canada. This
75 percent interest was purchased from the Molson Companies Limited
("Molson"). Beginning in 2000, the Company has the option to purchase, or
Molson has the option to cause the Company to purchase, the remaining 25
percent of the Canadian operations. The option price is based on the lesser
of fair market value or a value determined by an agreed upon formula, as of
the option exercise date. The Company is the managing partner of this
partnership which operates as The Home Depot Canada.
The Company began its expansion into rural markets with the introduction
of its CrossRoads(TM) stores in 1995. While carrying traditional home
improvement merchandise, such stores carry additional products designed to
cater to the needs of certain rural customers, primarily farmers and ranchers.
Such expanded product offerings include feed and seed, pet supplies, tack,
clothing and automotive supplies. The first CrossRoads store opened in
Quincy, Illinois in July 1995 with the second store opening in Waterloo, Iowa
in September 1995. In December 1995, the Company announced its plan to
integrate the CrossRoads Division into its existing Home Depot Divisions.
Management believes this change will achieve greater cost efficiencies. In
addition, the Company will gain the added benefit of name recognition by using
The Home Depot trade name for these locations. Some merchandise first
introduced in CrossRoads stores is now being offered to customers in
traditional Home Depot stores.
"The Home Depot", "EXPO", the "Homer" advertising symbol and various
private label brand names under which the Company sells certain of its
products are service marks,
trademarks or trade names of the Company and are considered to be important
assets of the Company.
Information Systems
Each store is equipped with a computerized point of sale system,
electronic bar code scanning system, and a mini-computer. Management believes
these systems provide efficient customer check-out with an approximate 90
percent rate of scannable products, store-based inventory management, rapid
order replenishment, labor planning support, and item movement information.
Faster registers as well as a new check approval system and a new receipt
format have expedited transactions. To better serve the increasing number of
customers applying for credit in fiscal 1995, charge card approval process
time was reduced to less than 30 seconds. Store information is communicated
to the store support centers' computers via a satellite and land-based
communications network. These computers provide corporate financial and
merchandising support systems. The Company operates its own television
network and produces training and informational programs that are transmitted
to stores via the satellite communications network and videotape.
The Company is constantly assessing and upgrading its information
systems to support its growth, reduce and control costs, and enable better
decision-making. The Company continues to see greater efficiency as a result
of its electronic data interchange (EDI) program. Currently, over 400 of the
Company's highest volume vendors are participating in the EDI program. A
paperless system, EDI electronically processes orders from stores to vendors,
alerts the store when the merchandise is to arrive and transmits vendor
invoice data.
In fiscal 1995, the Company continued its use of phone centers to serve
its customers. Experienced associates answering the phone were able to
respond quickly to pricing and merchandise questions and take sales orders
while the associates on the sales floor were not distracted from serving the
in-store customers.
In fiscal 1995, stores were outfitted with Electronic Article
Surveillance ("EAS") detectors that trigger an alarm if a person exits the
store with merchandise affixed with an EAS label that has not been
desensitized at the cash register. The system is proving to be a deterrent to
theft, with many stores reporting reductions in shoplifting offenses.
In fiscal 1995, a group of the Company's associates working in
conjunction with Meredith Publishing Group, the publisher of Better Homes and
Gardens(R) magazine, developed Home Improvement 1-2-3(TM), a book and CD-ROM
providing expert advice on over 250 home improvement projects. The Company
also publishes a magazine entitled Weekend(TM), a quarterly magazine offering
fun and functional home repair, remodeling and decorating projects. All of
these multimedia items are available to customers in all of the Company's
stores as well as in many major book stores and computer stores.
Employees
As of fiscal year end, The Home Depot employed approximately 80,000
associates, of whom approximately 5,400 were salaried and the remainder were
compensated on an hourly basis. Approximately 80 percent of the Company's
associates are employed on a full-time basis. In order to attract and retain
qualified personnel, the Company seeks to maintain salary and wage levels
above those of its competitors in its market areas. The Company's policy is
to hire and train additional personnel in anticipation of future store
expansion.
The Company has never experienced a strike or any work stoppage, and
management believes that its employee relations are satisfactory. There are
no collective bargaining agreements covering any of the Company's associates.
Competition
The business of the Company is highly competitive, based in part on
price, location of store, customer service and depth of merchandise. In each
of the markets served by the Company, there are several other chains of
building supply houses, lumber yards and home improvement stores. In addition
the Company must compete, with respect to some of its products, with discount
stores, local, regional and national hardware stores, warehouse clubs,
independent building supply stores and, to a lesser extent, other retailers.
Due to the variety of competition faced by the Company, management is
unable to precisely measure the Company's market share in its existing market
areas. Management, however, believes that the Company is an effective and
significant competitor in its markets and has approximately a 12 percent
market share of the overall home improvement industry.
Executive Officers
The following provides information concerning the executive officers
holding positions in the Company and/or its subsidiaries.
BERNARD MARCUS, age 66, has been Chairman of the Board of Directors and
Chief Executive Officer ("CEO") of Home Depot since its inception in 1978; and
is, together with Mr. Arthur M. Blank and Mr. Kenneth G. Langone (a director
of the Company), a co-founder of the Company. Mr. Marcus serves on the Board
of Directors of Wachovia Bank of Georgia, N.A., National Service Industries,
Inc. and the New York Stock Exchange, Inc. Mr. Marcus also serves on the
Board of the newly-formed National Foundation for the Centers for Disease
Control and Prevention and is Chairman of the Board of The Marcus Center,
which provides support services for persons with developmental disabilities
and their families. In addition, he is a member of the Advisory Board and
Board of Directors of the Shepherd Center in Atlanta, Georgia and Vice
President and member of the Board of The City of Hope, a charitable
organization in Duarte, California.
ARTHUR M. BLANK, age 53, has been President, Chief Operating Officer
("COO") and a director of Home Depot since its inception in 1978; and is,
together with Mr. Bernard Marcus and Mr. Kenneth G. Langone, a co-founder of
the Company. Mr. Blank serves on the Board
of Trustees of North Carolina Outward Bound School, a non-profit corporation;
serves on the Board of Trustees of Emory University; the Board of Councilors
of the Carter Center of Emory University; and the Board of Directors of Cox
Enterprises, Inc. and Post Properties Inc.
RONALD M. BRILL, age 52, has been Executive Vice President and Chief
Administrative Officer ("CAO") of the Company since August 1995. Mr. Brill
joined Home Depot as its Controller in 1978, was elected Treasurer in 1980,
Vice President-Finance in 1981, Senior Vice President and Chief Financial
Officer ("CFO") in 1984, Executive Vice President and CFO in 1993, and elected
as a director in 1987. Mr. Brill serves on the boards of the Atlanta Jewish
Federation and the Atlanta Jewish Community Center; the Board of Directors
of the Atlanta High Museum of Art and Pilchuck Glass School and the Governing
Board of Woodward Academy.
BRUCE W. BERG, age 47, has been President-Southeast Division since 1991.
Mr. Berg joined the Company in 1984 as Vice President-Merchandising (East
Coast) and was promoted to Senior Vice President (East Coast) in 1988.
MARSHALL L. DAY, age 52, was promoted in August 1995 to Senior Vice
President-Chief Financial Officer. Prior to Mr. Day's promotion, he had
served as the Company's Senior Vice President-Finance since March 1993. Mr.
Day joined the Company in 1986 as Controller, was promoted to Vice President-
Controller in 1988 and Vice President-Finance in 1989. Mr. Day serves on the
Board of Directors of Habitat for Humanity in Cobb County.
BILL HAMLIN, age 43, has been Executive Vice President-Merchandising
since April 1994. Mr. Hamlin joined the Company in 1985 as a merchandiser and
was promoted to Vice President-Merchandising (West Coast) in 1988 and
President-Western Division in 1990.
JAMES W. INGLIS, age 52, has been a director of the Company since 1993
and does not intend to stand for re-election in 1996. Mr. Inglis has been
Executive Vice President-Strategic Development since 1994. Mr. Inglis joined
Home Depot in 1983 as a merchandiser and was shortly thereafter promoted to
Senior Merchandiser and then promoted to Vice President-Merchandising (West
Coast) in 1985, and Executive Vice President-Merchandising in 1988. Mr.
Inglis serves as Endowment Chairman for The City of Hope's hardware and home
improvement industry group. Mr. Inglis is currently on a leave of absence for
six months commencing February 1996.
VERNON JOSLYN, age 45, has been President-Northeast Division since
February 1996. Mr. Joslyn joined Home Depot in 1984 as an assistant store
manager, and was promoted to store manager the following year. Mr. Joslyn
subsequently served as District Manager in Phoenix and San Diego. In 1991,
Mr. Joslyn, as District Manager, opened the Boston market and served in that
capacity until 1993 when he was promoted to his previous position of Vice
President-Operations for the Northeast Division.
W. ANDREW McKENNA, age 50, has been President-Midwest Division since
1994. Mr. McKenna joined Home Depot in 1990 as Senior Vice President-
Corporate Information Systems.
LARRY M. MERCER, age 47, was promoted to Executive Vice President in
February 1996. Prior to Mr. Mercer's promotion, he had served as President-
Northeast Division since 1991. Mr. Mercer joined the Company in 1979 as an
assistant store manager and after serving as a Store Manager was promoted to
Regional Manager of the Central Florida Region in 1983. Mr. Mercer was then
promoted to Vice President-Store Operations (East Coast) in 1987.
HARRY PIERCE, age 37, has been President-Western Division since 1994.
Mr. Pierce joined the Company in 1984 as an assistant store manager and
assumed the position of an associate merchandiser in 1985. After serving
several years as a merchandiser both in Atlanta and in the Northeast, Mr.
Pierce was promoted to Manager-Merchandising Information Systems in 1990. In
1992, Mr. Pierce joined the Company's Western Division as Vice President-
Merchandising.
DENNIS J. RYAN, age 49, has been President of the CrossRoads Division
since January 1995. Mr. Ryan joined the Company in 1985 as a building
materials merchandiser and was promoted to Vice President-Merchandising in
1988. Mr. Ryan was promoted to Senior Vice President-Merchandising in 1992.
BRYANT W. SCOTT, age 40, has been President of the EXPO(R) Design Centers
Division since March 1995. Mr. Scott began his career with Home Depot in 1980
as a store associate. Since then he has served in a variety of positions and
most recently served as Vice President-Merchandising for the Southeast
Division, located in Tampa, Florida.
ANNETTE M. VERSCHUREN, age 39, has been President of The Home Depot
Canada since joining the Company in March 1996. Prior to joining the Company,
Ms. Verschuren had been President of Michaels of Canada Inc. since 1993. From
1989 until 1992, Ms. Verschuren held several positions with Imasco Limited.
In 1992, Ms. Verschuren formed Verschuren Ventures Inc. and remained there
until becoming President of Michaels of Canada Inc. in 1993.
Item 2. PROPERTIES
The following table indicates the number of the Company's store
locations by state in the United States and by province in Canada as of
January 28, 1996.
Number of Stores
State in State
----- ----------------
Alabama 5
Arizona 14
California 83
Colorado 4
Connecticut 8
Florida 57
Georgia 23
Idaho 1
Illinis 13
Indiana 1
Iowa 1
Louisiana 7
Maryland 10
Massachusetts 12
Michigan 12
Nevada 3
New Hampshire 3
New Jersey 18
New Mexico 2
New York 22
North Carolina 14
Oklahoma 4
Oregon 5
Pennsylvania 11
Rhode Island 1
South Carolina 5
Tennessee 9
Texas 39
Utah 3
Virginia 6
Washington 8
Subtotal 404
Canadian Number of Stores
Provinces in Province
Ontario 11
British Columbia 4
Alberta 4
Subtotal 19
TOTAL 423
At fiscal year end, Home Depot had stores located in 31 states, with 50
percent of the U.S. stores being concentrated in California, Georgia, Texas
and Florida. Although new store openings for fiscal 1995 occurred primarily
in existing markets, the Company continued its geographic expansion by opening
stores in a number of new markets -- Birmingham, Alabama; Denver, Colorado;
Macon, Georgia; Quincy, Illinois; Waterloo, Iowa; Lafayette, Louisiana; Grand
Rapids, Michigan; Saginaw, Michigan; Rochester, New York; Fayetteville, North
Carolina; Hickory, North Carolina and Harrisburg, Pennsylvania.
The Midwest division is expected to be one of the fastest growing
divisions for the next several years. Approximately 17 new stores are
scheduled for 1996, and by the end of 1998, the Company expects approximately
112 stores to be open in that division.
The Home Depot Canada commenced operations in fiscal 1994 with seven
stores previously operated by Aikenhead's. The Home Depot Canada opened an
additional five stores during fiscal 1994 and seven stores during fiscal 1995.
Approximately five additional new stores are planned for a total of 24 by the
end of fiscal 1996.
From the end of fiscal 1990 to the end of fiscal 1995, the Company
increased its store count by an average of approximately 24 percent per year
(from 145 to 423 stores) and increased the total store square footage by an
average of approximately 27 percent per year (from 13,278,000 to 44,356,000
total square feet). Home Depot expects to continue to increase its store
count in both existing and selected new markets on a basis consistent with its
current policy of not exceeding a maximum growth rate of new stores of
approximately 22 percent per year. During fiscal 1995, the Company opened 83
new stores and relocated five existing stores, including the opening of 20
additional stores in the Northeast division, 22 in the Southeast division, 16
in the Midwest division, 16 in the Western division, two in the EXPO division
and seven stores in Canada. During fiscal 1996, the Company anticipates
opening approximately 90 to 95 new stores: with at least 25 in the Southeast,
29 in the Northeast, 14 in the West, 17 in the Midwest, five in Canada, plus
relocations of six existing stores. New stores average approximately 105,000
square feet with an additional 15,000 to 28,000 square feet of outside selling
and storage area.
Of the Company's 423 stores, 71 percent are owned (including those owned
subject to a ground lease) consisting of approximately 31,769,000 square feet
and 29 percent are leased consisting of approximately 12,587,000 square feet.
In recent years, the relative percentage of new stores which are owned has
increased. The Company prefers to own stores because of the greater operating
control and flexibility, generally lower occupancy costs and certain other
economic advantages of owned stores. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition--Liquidity and
Capital Resources."
The Company's executive, corporate staff and accounting offices occupy
approximately 677,000 square feet of leased and owned space in several
locations in Atlanta, Georgia. The Company has acquired additional land in
Atlanta, Georgia and has commenced construction of replacement office
facilities. The new office facilities will be completed in stages generally to
coincide with the end of various lease terms and space requirements. In
addition, the Company occupies an aggregate of 286,000 square feet, of which
77,600 square feet is owned and 208,000 square feet is leased, for divisional
store support centers located in Atlanta, Georgia; Fullerton, California;
South Plainfield, New Jersey; Schaumburg, Illinois; Tampa, Florida; and
Scarborough, Ontario, Canada.
The Company utilizes 2,493,000 square feet of warehousing and
distribution space of which 188,000 is owned and 2,305,000 is leased. The
Company has commenced construction on an approximate 1.4 million square foot
facility in Savannah, Georgia, for an import distribution facility. Imported
products will be staged in the distribution center pending shipment to the
stores.
Item 3. LEGAL PROCEEDINGS
The Company is a defendant in a consolidated class action lawsuit
(Butler et al. v. Home Depot, Inc. and Frank, et al. v. Home Depot, Inc., Case
Nos. 94-4335SI and 95-2182SI, respectively, pending in U.S. Dist. Ct., N.D.
Cal.) claiming gender discrimination in the Company's Western Division. The
action seeks injunctive and declaratory relief and damages. Discovery is in
its early stages. While the ultimate results of this litigation cannot be
determined, management does not expect that the resolution of this proceeding
will have a material adverse effect on the consolidated financial position or
the results of operations of the Company.
The Company has other litigation arising from the normal course of
business. In management's opinion, this litigation will not materially effect
the Company's consolidated financial position or the results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended January 28, 1996.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since April 19, 1984, the Common Stock of the Company has been listed on
the New York Stock Exchange under the symbol "HD". The table below sets forth
the high and low sales prices of the Common Stock on the New York Stock
Exchange Composite Tape as reported in The Wall Street Journal and the
quarterly cash dividends declared per share of Common Stock during the periods
indicated.
Cash
Price Range Dividends
Low High Declared
Fiscal Year 1994
First Quarter ended May 1, 1994 $37.13 $44.63 $.03
Second Quarter ended July 31, 1994 39.63 46.38 .04
Third Quarter ended October 30, 1994 39.75 46.25 .04
Fourth Quarter ended January 29, 1995 44.13 48.25 .04
Fiscal Year 1995
First Quarter ended April 30, 1995 $40.25 $50.00 $.04
Second Quarter ended July 30, 1995 38.625 45.25 .05
Third Quarter ended October 29, 1995 36.625 44.875 .05
Fourth Quarter ended January 28, 1996 37.125 48.00 .05
Fiscal Year 1996
First Quarter (through March 22, 1996) $44.25 $50.375 $.05
____________________________
The Company paid its first cash dividend on June 22, 1987, and has since
paid dividends in each quarter. Future dividend policy will depend on the
Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors.
Number of Record Holders
The number of record holders of Home Depot's Common Stock as of March
22, 1996 was 66,025 (without including individual participants in nominee
security position listings).
Item 6. SELECTED FINANCIAL DATA
Reference is made to information for the fiscal years 1991-1995 under
the heading "Ten Year Selected Financial and Operating Highlights" contained
in the Company's Annual Report to Stockholders for the fiscal year ended
January 28, 1996, which information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Reference is made to information under the heading "Management's
Discussion and Analysis of Results of Operations and Financial Condition"
contained in the Company's Annual
Report to Stockholders for the fiscal year ended January 28, 1996, which
information is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to information under the headings "Consolidated
Statements of Earnings," "Consolidated Balance Sheets," "Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows,"
"Notes to Consolidated Financial Statements" and "Independent Auditors'
Report" contained in the Company's Annual Report to Stockholders for the
fiscal year ended January 28, 1996, which information is incorporated herein
by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 29,
1996, except as to biographical information on Executive Officers which is
contained in Item I of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 29,
1996.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 29,
1996.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 29,
1996.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following financial statements are incorporated by reference from
pages 17 through 30 of the Registrant's Annual Report to Stockholders for the
fiscal year ended January 28, 1996, as provided in Item 8 hereof:
- Consolidated Statements of Earnings for the fiscal years ended
January 28, 1996, January 29, 1995 and January 30, 1994.
- Consolidated Balance Sheets as of January 28, 1996 and January 29,
1995.
- Consolidated Statements of Stockholders' Equity for the fiscal
years ended January 28, 1996, January 29, 1995 and January 30, 1994.
- Consolidated Statements of Cash Flows for the fiscal years ended
January 28, 1996, January 29, 1995 and January 30, 1994.
- Notes to Consolidated Financial Statements.
- Independent Auditors' Report.
2. Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or
the information is presented in the consolidated financial statements or
related notes.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended January 28, 1996.
(c) Exhibits
Exhibits marked with an asterisk (*) are hereby incorporated by refer-
ence to exhibits or appendices previously filed by the Registrant as indicated
in brackets following the description of the exhibit.
*3.l Restated Certificate of Incorporation of The Home Depot, Inc., as
amended. [Form 10-K for the fiscal year ended January 29, 1995,
Exhibit 3.1]
3.2 By-Laws, as amended.
4.1 $800,000,000 Credit Agreement dated as of December 20, 1995 among
The Home Depot, Inc., the Banks Listed Therein and Wachovia Bank
of Georgia, N.A., as Agent (without exhibits).
*10.1 Investment Banking Consulting Contract dated April 17, 1985
between Invemed Associates, Inc. and the Registrant. [Form 10-K
for the fiscal year ended February 2, 1992, Exhibit 10.1]
*10.2 +Corporate Office Management Bonus Plan of the Registrant dated
March 1, 1991. [Form 10-K for the fiscal year ended February 2,
1992, Exhibit 10.2]
*10.3 +Employee Stock Purchase Plan, as amended. [Appendix A to
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held May 31, 1995]
10.4 +Senior Officers' Bonus Pool Plan, as amended.
*10.5 +The Home Depot Employee Stock Ownership Plan and Trust, as
amended. [Form 10-K for the fiscal year ended January 29, 1989,
Exhibit 10.7]
*10.6 +The Home Depot, Inc. 1991 Omnibus Stock Option Plan. [Appendix A
to Registrant's Proxy Statement for the Annual Meeting of
Stockholders held May 22, 1991]
*10.7 +Executive Medical Reimbursement Plan, effective January 1, 1992.
[Form 10-K for the fiscal year ended January 31, 1993, Exhibit
10.7]
*10.8 +The Home Depot ESOP Restoration Plan. [Form 10-K for the fiscal
year ended January 29, 1995, Exhibit 10.8]
11 Computation of Earnings Per Common and Common Equivalent Share.
13 The Registrant's Annual Report to Stockholders for the fiscal year
ended January 28, 1996. Only those portions of said report which
are specifically designated in this Form 10-K as being
incorporated by reference are being electronically filed pursuant
to the Securities Exchange Act of 1934.
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Special Powers of Attorney authorizing execution of this Form 10-K
Annual Report have been granted and are filed herewith as follows:
Power of Attorney from Frank Borman.
Power of Attorney from Johnnetta B. Cole.
Power of Attorney from Berry R. Cox.
Power of Attorney from Milledge A. Hart, III.
Power of Attorney from James W. Inglis.
Power of Attorney from Donald R. Keough.
Power of Attorney from Kenneth G. Langone.
Power of Attorney from M. Faye Wilson.
27 Financial Data Schedule. [Filed electronically with SEC only]
+Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14(c) of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, The Home Depot, Inc., has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, and State of Georgia on this 31st day of
March, 1996.
THE HOME DEPOT, INC.
By: /s/ Bernard Marcus
(Bernard Marcus, Chairman of the Board,
Chief Executive Officer and Secretary)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant, The Home Depot, Inc., and in the capacities and on the dates
indicated.
Signature Title Date
/s/ Bernard Marcus Chairman of the Board, Chief March 31, 1996
(Bernard Marcus) Executive Officer and Secretary
(Principal Executive Officer)
/s/ Arthur M. Blank President, Chief Operating March 31, 1996
(Arthur M. Blank) Officer and Director
/s/ Ronald M. Brill Executive Vice President, March 31, 1996
(Ronald M. Brill) Chief Administrative Officer,
Assistant Secretary and Director
*
Director March 31, 1996
(Frank Borman)
Signature Title Date
*
Director March 31, 1996
(Johnnetta B. Cole)
*
Director March 31, 1996
(Berry R. Cox)
/s/Marshall L. Day Senior Vice President- March 31, 1996
(Marshall L. Day) Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
Director March 31, 1996
(Milledge A. Hart, III)
*
Executive Vice President March 31, 1996
(James W. Inglis) and Director
*
Director March 31, 1996
(Donald R. Keough)
*
Director March 31, 1996
(Kenneth G. Langone)
*
Director March 31, 1996
(M. Faye Wilson)
* The undersigned, by signing his name hereto, does hereby sign this
report on behalf of each of the above-indicated directors of the
Registrant pursuant to powers of attorney, executed on behalf of each
such director.
By: /s/ Bernard Marcus
(Bernard Marcus, Attorney-in-fact)
EXHIBIT INDEX
3.2 By-laws, as amended.
4.1 $800,000,000 Credit Agreement dated as of December 20, 1995 among The
Home Depot, Inc., the Banks Listed Therein and Wachovia Bank of Georgia,
N.A., as Agent (without exhibits).
10.4 Senior Officers' Bonus Pool Plan, as amended.
11 Computation of Earnings Per Common and Common Equivalent Share.
13 The Registrant's Annual Report to Stockholders for the fiscal year ended
January 28, 1996. Only those portions of said report which are
specifically designated in this Form 10-K as being incorporated by
reference are being electronically filed pursuant to the Securities
Exchange Act of 1934.
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Special Powers of Attorney authorizing execution of this Form 10-K
Annual Report have been granted and are filed herewith as follows:
Power of Attorney from Frank Borman.
Power of Attorney from Johnnetta B. Cole.
Power of Attorney from Berry R. Cox.
Power of Attorney from Milledge A. Hart, III.
Power of Attorney from James W. Inglis.
Power of Attorney from Donald R. Keough.
Power of Attorney from Kenneth G. Langone.
Power of Attorney from M. Faye Wilson.
27 Financial Data Schedule. [Filed Electronically with S.E.C. Only]