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 30, 199428, 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)

                                  3033930339-4089
                                  (Zip Code)

      Registrant's telephone number, including area code:  (404)(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

     4-1/2% Convertible Subordinated    New York Stock Exchange
          Notes due 1997              
                         

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.[X]__]
 
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on March 28, 199422, 1996 was $17,835,344,406.$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 418,473,590445,629,179
shares.

The number of shares outstanding of the Registrant's Common Stock as of March
28, 199422, 1996 was 450,648,080477,962,757 shares.


                      DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's proxy statement for its Annual Meeting of Stockholders, to be
held May 25, 1994,29, 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 therein.herein.  In
addition, pages 2014 through 3830 and the inside cover page of The Home Depot,
Inc.'s 19931995 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. andincluding its subsidiaries ("The 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
materialsmaterial and home improvement products.  At fiscal year end, the Company's three operating divisions--
Western, Southeast and Northeast--had 264Company had
423 stores in 2331 states and three Canadian provinces, with an aggregate total
of approximately 26,383,00044,356,000 square feet of selling space.  Such stores average
approximately 100,000105,000 square feet of enclosed space per store, with an
additional 10,00020,000 to 28,000 square feet of outside selling and storage
space.in the garden center area.  The
Company's executive offices arestore support center (corporate office) is located at 2727 Paces
Ferry Road, Atlanta, Georgia 30339,30339-4089, telephone number (404)(770) 433-8211.

     The

      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.  Company-employed shoppersThe Company regularly checkchecks
competitors' prices at
competitors' operations to ensure that The Home Depot's low "Day-In, Day-Out"
warehouse prices are competitive within each market.

      Since a large proportionportion 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 employees'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 during the course of a year, a typical store stocks  approximately 30,00040,000
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 Feb. 2, Jan. 31, Jan. 30, 1992 199329, Jan. 28, 1994 1995 1996 ---------- ---------- ---------- Product Group Product GroupBuilding materials, lumber and floor and wall coverings 34.2% 34.0% 33.9% Plumbing, heating, lighting and electrical supplies 28.5% 27.3% 27.6% Building materials, lumber, floor and wall coverings 32.8 34.1 34.2 Hardware and tools 12.3 12.8 13.027.6 27.9 27.7 Seasonal and specialty items 15.214.5 14.5 14.8 14.5Hardware and tools 13.0 13.1 13.2 Paint and Other 11.2 11.0other 10.7 ----- ----- -----10.5 10.4 100.0% 100.0% 100.0% ===== ===== =====
The Company sources its merchandise from approximately 4,3505,400 vendors worldwide, of which no single vendor accounts for as much as 10%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 adopted 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 the rate of growth of comparable store-for-store sales, managementthe Company believes the benefits of this "cannibalization" strategy are to increaseincreases customer satisfaction and overall market share by reducing delays in shopping, increasing utilization by existing customers and attracting new customers to more convenient locations. The Home Depot has continued to introduce or refine a number of merchandising programs during fiscal 1993.1995. Key among them is the Company's ongoing commitment to becoming the supplier of first choice to an assortmenta variety of professional customers, primarily small-scale remodelers, carpenters, plumbers, electricians and building maintenance professionals. The Company has reacted to the needs of this group by emphasizingexpanding commercial credit programs, on-site delivery services, new merchandising programs and more efficient shopping through the Company's Store Productivity Improvement program. The Company continued a Company-wide roll-outupdating lines of an enlarged garden center prototype. These centers which are as large as 28,000 square feet, feature 6,000 to 8,000 square foot greenhouses or covered selling areas providing year round selling opportunities as well as a significantly expanded product assortment. By the end of fiscal 1993, the prototype was in place in 87 stores. Both new and older stores will incorporate the expanded centers where space is available. During fiscal 1993, the Company continued to develop innovative merchandising programs that are helping to further grow the business.professional products. The Company's installed sales program becameis available, in 251 stores in 26 markets and is planned to bewith varying services offered, in all of the Company's stores over the next year.stores. There are approximately 2,3703,000 installed sales vendors who, as independent, licensed contractors, are authorized to provide services to customers. This program targets the buy-it-yourself ("B-I-Y")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 began a three yearcontinued its marketing effort to support its sponsorship of the 1994 and 1996 Olympic Games and the U.S. and Canadian Olympic teams' participation at those games. A select number ofIn 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 arein 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 January 1994,fiscal 1995, the Company opened its second Expo(Regis. TM)third and fourth EXPO(R) Design Center in Atlanta, Georgia, which is the first of its kind on the East Coast. The Expostores. EXPO stores are now located in San Diego, California; Atlanta, Georgia; Long Island, New York and Atlanta, are enabling the regional merchandising staff to test a variety ofDallas, 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 Company is currently considering the feasibilityEXPO stores contain approximately 144,000 square feet of opening Expo stores in other markets.selling space, including climate controlled garden centers. During 1993 and early 1994,fiscal 1995, the Company also opened seven Depot Diners on a test basisrestaurants in Atlanta, Seattle and various locations in South Florida. Depot Diners are an extension of the Company's commitment to total customer satisfaction, and are designed to provide customers and employees with a convenient place to eat. The Company believes customerscertain 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 fast food is available on site. The food service providersavailable. 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 a limited rangecertain 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. TheseManagement believes these systems provide efficient customer check-out with an approximate 90 percent scan 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 home office and divisional officethe 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 250400 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 operates its own television networkpublishes a magazine entitled Weekend(TM), a quarterly magazine offering fun and produces trainingfunctional home repair, remodeling and communications programs thatdecorating projects. All of these multimedia items are transmittedavailable to customers in all of the Company's stores via the satellite network.as well as in many major book stores and computer stores. Employees As of fiscal year end, The Home Depot employed approximately 50,700 persons,80,000 associates, of whom approximately 3,6005,400 were salaried and the remainder were compensated on an hourly basis. Approximately 9080 percent of the Company's employeesassociates 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 employees.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 accuratelyprecisely measure the Company's market share in its existing market areas. However, managementManagement, however, believes that the Company is an effective and significant competitor in these markets.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 1978,1978; 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 Spinal Center in Atlanta, as well as aGeorgia and Vice President and member of the Board of The City of Hope, a charitable organization in Duarte, California. Mr. Marcus is also a member of Emory University's Board of Visitors. ARTHUR M. BLANK, age 53, has been President, Chief Operating Officer ("COO") and a director of The 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 as Chairman ofon 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 Post PropertiesCox Enterprises, Inc. and Harry's Farmers Market,Post Properties Inc. RONALD M. BRILL, age 52, has been Executive Vice President and Chief FinancialAdministrative Officer ("CFO"CAO") of the Company since March 1993.August 1995. Mr. Brill joined The 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 1984,1993, and elected as a director in 1987. Mr. Brill serves on the Board of Directors of AutoFinance Group, Inc.; the Board of Trusteesboards of the Atlanta Jewish Federation;Federation and the Board of Trustees of Woodruff ArtsAtlanta Jewish Community Center; the Board of Directors of the Atlanta High Museum of Art; the Board of Directors of the Atlanta Chamber of Commerce;Art and Pilchuck Glass School and the Governing Board of Woodward Academy. JAMES W. INGLIS, has been a director of the Company since 1993. Mr. Inglis has been Executive Vice President-Strategic Development since April 1994. Mr. Inglis joined The 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. BRUCE W. BERG, age 47, has been President-Southeast Division since 1991. Mr. Berg joined the Company in 1984 as Vice President- MerchandisingPresident-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, has been President-Northeastage 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 Managerassistant 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. MARSHALL L. DAY, has been 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. STEPHEN BEBIS, has been President and Chief Executive Officer of The Home Depot Canada, a Canadian partnership, since February 1994. Mr. Bebis' division operates the Aikenhead's Home Improvement Warehouse, which is owned jointly by the Molson Companies Limited and The Home Depot. Mr. Bebis joined The Home Depot in 1984 as a Merchandiser. Prior to joining Aikenhead's in 1990, Mr. Bebis was Vice President-Merchandising for the Mid- South Division of The Home Depot. Mr. Bebis is currently a member of the Board of Directors of Habitat for Humanity Canada and a member of the Young Presidents' Organization. HARRY PIERCE, age 37, has been President-Western Division since April 1994. Mr. Pierce joined the Company in 1984 as an Assistant Store Managerassistant store manager and later becameassumed the position of an Associate Merchandiserassociate merchandiser in 1985. After serving several years as a Merchandisermerchandiser both in Atlanta and in the Northeast, Mr. Pierce was promoted to Manager, MerchandisingManager-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 illustratesindicates the number of the Company's store locations by state in the United States and by province in Canada as of the end of fiscal year 1993:January 28, 1996.
Number of Stores State in State ----- ---------------- Alabama 25 Arizona 1114 California 7383 Colorado 4 Connecticut 8 Florida 57 Georgia 23 Idaho 1 Illinis 13 Indiana 1 Iowa 1 Louisiana 7 Florida 52 Georgia 18 Louisiana 6 Maryland 610 Massachusetts 912 Michigan 12 Nevada 3 New Hampshire 3 New Jersey 1218 New Mexico 2 New York 1022 North Carolina 314 Oklahoma 24 Oregon 15 Pennsylvania 211 Rhode Island 1 South Carolina 5 Tennessee 9 Texas 39 Utah 3 Tennessee 7 Texas 26 Virginia 6 Washington 8 Subtotal 404 Canadian Number of Stores Provinces in Province Ontario 11 British Columbia 4 Washington 3 ---Alberta 4 Subtotal 19 TOTAL 264 ===423
At fiscal year end, The Home Depot had stores located in 2331 states, with approximately 68%50 percent of the U.S. stores being concentrated in California, Georgia, Texas Florida and Arizona. In late fiscal 1988, the Company began to open stores in the Northeast, its first expansion outside the Sunbelt states. Despite a generally weak economy in the Northeast region, the stores the Company operates in this region have reported sales volumes which are among the highest of the Company's stores.Florida. Although new store openings for fiscal 19931995 occurred primarily in existing markets, the Company continued its geographic expansion by opening stores in a number of new markets in fiscal 1993 -- upperBirmingham, Alabama; Denver, Colorado; Macon, Georgia; Quincy, Illinois; Waterloo, Iowa; Lafayette, Louisiana; Grand Rapids, Michigan; Saginaw, Michigan; Rochester, New York; eastern Pennsylvania; metro Washington, D.C.; Portland, Oregon; Reno, Nevada; Greensboro,Fayetteville, North Carolina; Charleston, South Carolina; Tallahassee, Florida; Augusta, Georgia; Bakersfield, FresnoHickory, North Carolina and Stockton, California;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 Oklahoma City, Oklahoma. In November 1993,by the end of 1998, the Company announced plansexpects approximately 112 stores to acquire seven non-operating store locationsbe open in the Chicago area from Waban Inc., owners of HomeBase Home Improvement Centers. In February 1994, the Company acquired from the Molson Companies Limited ("Molson"), a 75% interest in the Canadian home improvement warehouse retailer, Aikenhead's Home Improvement Warehouse. The Company has the right to acquire Molson's remaining 25% interest in six years. The Company will be the managing partner of the new enterprise, known asthat division. The Home Depot Canada a Canadian partnership. At the time of the acquisition, Aikenhead's was operatingcommenced operations in fiscal 1994 with seven stores in Ontario and hadpreviously operated by Aikenhead's. The Home Depot Canada opened an additional threefive stores scheduled to open by April 1994. The Company anticipates operating approximately 12during fiscal 1994 and seven stores throughout major Canadian marketsduring fiscal 1995. Approximately five additional new stores are planned for a total of 24 by the end of fiscal 1994.1996. From the end of fiscal 19881990 to the end of fiscal 1993,1995, the Company increased its store count by an average of approximately 22%24 percent per year (from 96145 to 264423 stores) and increased the total store square footage by an average of approximately 26%27 percent per year (from 8,216,00013,278,000 to 26,383,00044,356,000 total square feet). The Home Depot expects to continue to increase its store count in both existing and selected new markets on a basis consistent with its previously statedcurrent policy of not exceeding a maximum growth rate of new stores of approximately 2522 percent per year. The Home Depot took advantage of recent competitive opportunities despite this stated policy. During fiscal 1993,1995, the Company opened 5083 new stores and relocated sixfive existing stores, including the opening of approximately 1820 additional stores in the Northeast region, approximately 15 additional storesdivision, 22 in the Southeast region, includingdivision, 16 in the Expo Design Center store, and approximately 17 additional storesMidwest division, 16 in the Western region.division, two in the EXPO division and seven stores in Canada. During fiscal 1994,1996, the Company anticipates opening approximately 7090 to 95 new stores: 18with at least 25 in the Southeast, 1829 in the Northeast, 1914 in the West, 1017 in the Midwest, and five in Canada, plus relocations of ninesix existing stores. New stores average approximately 102,000105,000 square feet with an additional 15,000 to 28,000 square feet of outside selling and storage area. Of the Company's 264423 stores, 61%71 percent are owned (including those owned subject to a ground lease) consisting of approximately 16,197,0031,769,000 square feet and 39%29 percent are leased consisting of approximately 10,186,00012,587,000 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 office occupiesoffices occupy approximately 371,000677,000 square feet of leased and owned space in twoseveral 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 122,500286,000 square feet, of which 68,50077,600 square feet is owned and 54,000208,000 square feet is leased, for divisional officesstore support centers located in Atlanta, Georgia; Fullerton, California; South Plainfield, New Jersey; Schaumburg, Illinois; Tampa, Florida; and Tampa, Florida.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 There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which theThe Company is a partydefendant 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 to which anythe results of its property isoperations of the subject.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 30, 1994.28, 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* Cash ---------------Range Dividends Low High Declared* --- ---- ----------Declared Fiscal Year 19921994 First Quarter ended May 3, 1992 $29.75 $34.25 $.01501, 1994 $37.13 $44.63 $.03 Second Quarter ended August 2, 1992 30.88 38.00 .0225July 31, 1994 39.63 46.38 .04 Third Quarter ended November 1, 1992 36.75 43.75 .0225October 30, 1994 39.75 46.25 .04 Fourth Quarter ended January 31, 1993 42.75 51.50 .022529, 1995 44.13 48.25 .04 Fiscal Year 19931995 First Quarter ended May 2, 1993 $39.63 $50.50 $.0225April 30, 1995 $40.25 $50.00 $.04 Second Quarter ended August 1, 1993 41.13 47.00 .0300July 30, 1995 38.625 45.25 .05 Third Quarter ended October 31, 1993 35.00 47.25 .030029, 1995 36.625 44.875 .05 Fourth Quarter ended January 30, 1994 36.50 44.25 .030028, 1996 37.125 48.00 .05 Fiscal Year 19941996 First Quarter (through March 28, 1994) $37.13 $44.63 $.0300 _____________________________ * On July 1, 1992, the Company effected a three-for-two stock split and on April 13, 1993, the Company effected a four-for- three stock split, each in the form of a stock dividend, with respect to the shares of Common Stock issued and outstanding on June 11, 1992 and March 24, 1993, respectively. The prices in the table set forth above have been adjusted by the Company to give effect retroactively to such stock splits. Dividends declared also have been adjusted to give effect to the stock splits.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 The Home Depot's Common Stock as of March 28, 199422, 1996 was 61,59666,025 (without including individual participants in nominee security position listings). Item 6. SELECTED FINANCIAL DATA Reference is made to information for the fiscal years 1988-19931991-1995 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 30, 1994,28, 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 30, 1994,28, 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 30, 1994,28, 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 25, 1994,29, 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 25, 1994.29, 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 25, 1994. 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 25, 1994.29, 1996. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following financial statements are filed herewith by incorporationincorporated by reference from pages 2517 through 3830 of the Registrant's Annual Report to Stockholders for the fiscal year ended January 30, 1994,28, 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, January 31, 1993 and February 2, 1992.1994. - Consolidated Balance Sheets as of January 30, 199428, 1996 and January 31, 1993.29, 1995. - Consolidated Statements of Stockholders' Equity for the fiscal years ended January 28, 1996, January 29, 1995 and January 30, 1994, January 31, 1993 and February 2, 1992.1994. - Consolidated Statements of Cash Flows for the fiscal years ended January 28, 1996, January 29, 1995 and January 30, 1994, January 31, 1993 and February 2, 1992.1994. - Notes to Consolidated Financial Statements. - Independent Auditors' Report. 2. Financial Statement Schedules The following financial statement schedules are filed herewith: - Independent Auditors' Report on Financial Statement Schedules. - Schedule I - Investments for the fiscal year ended January 30, 1994. - Schedule II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other Than Related Parties for the fiscal years ended January 30, 1994, January 31, 1993 and February 2, 1992. - Schedule V - Property and Equipment for the fiscal years ended January 30, 1994, January 31, 1993 and February 2, 1992. - Schedule VI - Accumulated Depreciation and Amortization of Property and Equipment for the fiscal years ended January 30, 1994, January 31, 1993 and February 2, 1992. All other 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 30, 1994.28, 1996. (c) Exhibits Exhibits marked with an asterisk (*) are hereby incorporated by referencerefer- ence to exhibits or appendices previously filed by the Registrant as indicated in brackets following the description of the exhibit. * 3.l*3.l Restated Certificate of Incorporation of The Home Depot, Inc., as amended. [Form 10-K for the fiscal year ended January 29, 1989,1995, Exhibit 3.1]. * 3.2 By-Laws, as amended [Form 10-K for the fiscal year ended February 3, 1991, Exhibit 3.2]. *amended. 4.1 Indenture$800,000,000 Credit Agreement dated as of January 15, 1992December 20, 1995 among The Home Depot, Inc., as issuer, Home Depot U.S.A., Inc., as guarantor,the Banks Listed Therein and Wachovia Bank of Georgia, N.A., as trustee for $805,000,000, 4-1/2% Convertible Subordinated Notes due 1997. [Form 10-K for the fiscal year ended February 2, 1992, Exhibit 4.2]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 March 22, 1991amended. [Appendix BA to Registrant's Proxy Statement for the Annual Meeting of Stockholders held May 22, 1991].31, 1995] 10.4 +Senior Officers' Bonus Pool Plan, as adopted by the Compensation Committee of the Board of Directors on February 23, 1994. amended. *10.5 +The Home Depot Employee Stock Ownership Plan and Trust, as amendedamended. [Form 10-K for the fiscal year ended January 29, 1989, Exhibit 10.7]. *10.6 +The Home Depot, Inc. 1991 Omnibus Stock Option PlanPlan. [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, 19921992. [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 30, 1994.28, 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 Berry R. Cox.Johnnetta B. Cole. Power of Attorney from Peter S. Gold.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 22nd31st day of April, 1994.March, 1996. THE HOME DEPOT, INC. By: /s/ Bernard Marcus (Bernard Marcus, Chairman of theBoard,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 April 22, 1994March 31, 1996 (Bernard Marcus) Executive Officer and Secretary (Principal Executive Officer) /s/ Arthur M. Blank President, Chief Operating April 22, 1994March 31, 1996 (Arthur M. Blank) Officer and Director /s/ Ronald M. Brill Chief Financial Officer, April 22, 1994Executive Vice President, March 31, 1996 (Ronald M. Brill) ExecutiveChief 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 and DirectorPresident- March 31, 1996 (Marshall L. Day) Chief Financial Officer (Principal Financial and Accounting Officer) * Director April 22, 1994 (Frank Borman) Signature Title Date - --------- ----- ---- * Director April 22, 1994 (Berry R. Cox) * Director April 22, 1994 (Peter S. Gold) * Director April 22, 1994March 31, 1996 (Milledge A. Hart, III) * Director April 22, 1994Executive Vice President March 31, 1996 (James W. Inglis) and Director * Director April 22, 1994March 31, 1996 (Donald R. Keough) * Director April 22, 1994March 31, 1996 (Kenneth G. Langone) * Director April 22, 1994March 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) KPMG Peat Marwick Certified Public Accountants 303 Peachtree Street, N.E. Telephone 404 222 3000 Suite 2000 Telefax 404 222 3050 Atlanta. GA 30308 Independent Auditors' Report on Financial Statement Schedules The BoardEXHIBIT INDEX 3.2 By-laws, as amended. 4.1 $800,000,000 Credit Agreement dated as of Directors and StockholdersDecember 20, 1995 among The Home Depot, Inc.: Under date, the Banks Listed Therein and Wachovia Bank of March 11, 1994, we reported on the consolidated balance sheets of The Home Depot, Inc. and subsidiariesGeorgia, N.A., as of January 30, 1994 and January 31, 1993, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended January 30, 1994, as contained in the January 30, 1994 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year ended January 30, 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedules as listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as whole, present fairly, in all material respects, the information set forth therein. /s/KPMG PEAT MARWICK March 11, 1994 Schedule I The Home Depot, Inc. Investments As of 1-30-94 (000's)
Col A. Col. B Col. C Col. D Col. E Amount At Market Which Carried Category Principal Cost Value @ 1-30-94 On Balance Sheet Tax-exempt notes and bonds $100,110 $105,473 $105,419 $104,997 U.S. Treasury securities 60,915 61,339 61,717 61,285 U.S. government agency securities 74,392 74,983 74,898 74,941 Commercial paper 15,285 16,496 16,437 16,496 Certificates of deposit 30,000 30,000 29,811 30,000 Corporate bonds 208,500 210,714 212,172 209,902 Preferred stock 46,850 46,831 47,144 46,831 Asset-backed securities 60,397 61,351 61,357 61,288 Other 6,500 7,052 6,894 6,859 -------- -------- -------- -------- $602,949 $614,239 $615,849 $612,599 ======== ======== ======== ========
Schedule II Amounts Receivable From Related Parties and Underwriters, Promoters and Employees Other Than Related Parties
Col. A Col. B Col. C Col. D Col. E Balance at End Deductions of Period Balance at (1) (2) (1) (2) Name of Beginning of Amt. Written Not Debtor Period Additions Amt. Collected Off Current Current Fiscal Year 1993: Don Ingham (a) --- $100,000 $100,000 --- --- --- Lynn Martineau (a) $100,000 --- $100,000 --- --- --- Bernard Wolford (a) --- $125,000 $125,000 --- --- --- Fiscal Year 1992: Dennis Ryan (a) $ 35,241 --- $ 35,241 --- --- --- Bryant Scott (a) $100,000 --- $100,000 --- --- --- Lynn Martineau (a) --- $100,000 --- --- $100,000 --- Fiscal Year 1991: Bryant Scott (a) --- $100,000 --- --- $100,000 --- Dennis Ryan (a) $ 70,483 --- $ 35,242 --- $ 35,241 --- Ken Ubertino (a) $280,000 --- $280,000 --- --- --- Harry Pierce (a) $100,000 --- $100,000 --- --- --- (a) Non-interest bearing note was issued in conjunction with purchase of new home and is payable upon sale of existing home and/or from proceeds of annual bonuses or sales of stock through 1994.
Schedule V Property and Equipment
Col. A Col. B Col. C Col. D Col. E Col. F (In thousands) Other changes - Balance at add Balance beginning Additions (deduct) - at end Classification (1) of period at cost Retirements describe of period Fiscal year 1993 Land $ 502,022 $332,579 $20,161 --- $ 814,440 Buildings 619,909 280,713 8,867 --- 891,755 Furniture, fixtures, and equipment 344,139 139,785 32,135 --- 451,789 Leasehold improvements 212,196 24,880 12,143 --- 224,933 Construction in progress 101,064 93,912 494 --- 194,482 Capital leases 12,446 28,583 --- --- 41,029 ---------- -------- ------- --- ---------- $1,791,776 $900,452 $73,800 --- $2,618,428 ========== ======== ======= === ========== Fiscal year 1992 Land $ 379,073 $125,580 $ 2,631 --- $ 502,022 Buildings 444,249 177,939 2,279 --- 619,909 Furniture, fixtures, and equipment 253,831 104,273 13,965 --- 344,139 Leasehold improvements 178,460 39,389 5,654 --- 212,196 Construction in progress 120,390 (14,970) 4,356 --- 101,064 Capital leases 7,380 5,066 --- --- 12,446 ---------- -------- ------- --- ---------- $1,383,383 $437,277 $28,885 --- $1,791,776 ========== ======== ======= === ========== Fiscal year 1991 Land $ 262,560 $117,632 $ 1,119 --- $ 379,073 Buildings 272,095 172,313 159 --- 444,249 Furniture, fixtures, and equipment 186,025 72,153 4,347 --- 253,831 Leasehold improvements 160,760 23,907 6,207 --- 178,460 Construction in progress 82,179 38,813 602 --- 120,390 Capital leases --- 7,380 --- --- 7,380 ---------- -------- ------- --- ---------- $ 963,619 $432,198 $12,434 --- $1,383,383 ========== ======== ======= === ========== (1) Estimated useful lives used for property and equipment are: Buildings 20-45 years Furniture, fixtures, and equipment 5-20 years Leasehold improvements 8-30 years
Schedule VI Accumulated Depreciation and Amortization of Property and Equipment
Col. A Col. B Col. C Col. D Col. E Col. F In thousands Other Additions changes - Balance at charged to add Balance beginning costs and (deduct) - at end of period expenses Retirements describe of period Fiscal year 1993 Buildings $ 44,573 $21,933 $ 1,361 --- $ 65,145 Furniture, fixtures, and equipment 93,714 46,398 16,992 --- 123,120 Leasehold improvements 45,505 16,514 3,182 --- 58,837 Capital leases --- 422 --- --- 422 --------- ------- ------- --- -------- $ 183,792 $85,267 $21,535 --- $247,524 ========= ======= ======= === ======== Fiscal year 1992 Buildings $ 28,974 $16,110 $ 511 --- $ 44,573 Furniture, fixtures, and equipment 66,949 33,882 7,117 --- 93,714 Leasehold improvements 32,686 14,985 2,166 --- 45,505 -------- ------- ------ --- -------- $128,609 $64,977 $9,794 --- $183,792 ======== ======= ====== === ======== Fiscal year 1991 Buildings $17,568 $11,416 $ 10 --- $ 28,974 Furniture, fixtures, and equipment 44,549 24,633 2,233 --- 66,949 Leasehold improvements 22,772 12,989 3,075 --- 32,686 ------- ------- ------ --- -------- $84,889 $49,038 $5,318 --- $128,609 ======= ======= ====== === ========
EXHIBIT INDEXAgent (without exhibits). 10.4 Senior Officers' Bonus Pool Plan, as adopted by the Compensation Committee of the Board of Directors on February 23, 1994.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 30, 1994.28, 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 Berry R. Cox.Johnnetta B. Cole. Power of Attorney from Peter S. Gold.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]