TEN YEAR SELECTED FINANCIAL AND OPERATING HIGHLIGHTS 					 					5 Year 10 Year 					Annual Annual 					 Compound Compound 					Growth Rate Growth Rate 1994 1993 1992 1991 1990(1) Statement of Earnings Data Net sales 35.2% 40.0% $12,476,697 $9,238,763 $7,148,436 $5,136,674 $3,815,356 Net sales increase - % - - 35.0 29.2 39.2 34.6 38.3 Earnings before taxes 40.0 43.6 979,751 736,871 575,973 396,120 259,828 Net earnings 40.1 45.6 604,501 457,401 362,863 249,150 163,428 Net earnings increase - % - - 32.2 26.1 45.6 52.5 46.0 Net earnings per share ($) 32.8 36.2 1.32 1.01 .82 .60 .45 Net earnings per share increase - % - - 30.5 23.2 36.7 33.3 40.6 Weighted average number of shares 6.0 6.4 475,947 453,037 444,989 415,997 362,505 Gross margin - % to sales - - 27.9 27.7 27.6 28.1 27.9 Store selling and operating-% to sales - - 17.8 17.6 17.4 18.1 18.2 Pre-opening - % to sales - - .4 .4 .4 .3 .4 General and administrative - % to sales - - 1.8 2.0 2.1 2.3 2.4 Net interest(expense)income-% to sales - - (.1) .3 .4 .3 (.1) Earnings before taxes - % to sales - - 7.8 8.0 8.1 7.7 6.8 Net earnings - % to sales - - 4.8 5.0 5.1 4.8 4.3 Balance Sheet Data and Financial Ratios Total assets 38.9% 36.9% $ 5,778,041 $4,700,889 $3,931,790 $2,510,292 $1,639,503 Working capital 27.4 24.8 918,724 993,963 807,028 623,937 300,867 Merchandise inventories 35.6 35.5 1,749,312 1,293,477 939,824 662,257 509,022 Net property and equipment 45.9 46.3 3,397,237 2,370,904 1,607,984 1,254,774 878,730 Long-term debt 26.6 23.6 983,369 874,048 843,672 270,575 530,774 Stockholders' equity 46.4 45.6 3,442,223 2,814,100 2,304,081 1,691,212 683,402 Book value per share ($) 37.1 36.6 7.59 6.26 5.20 4.01 1.93 Long-term debt to equity - % - - 28.6 31.1 36.6 16.0 77.7 Current ratio - - 1.76:1 2.02:1 2.07:1 2.17:1 1.73:1 Inventory turnover - - 5.7x 5.9x 6.3x 6.1x 6.0x Return on average equity - % - - 19.3 17.9 18.1 18.5 27.6 													 Statement of Cash Flows Data Depreciation and amortization 43.8% 49.2% $ 129,609 $89,839 $ 69,536 $ 52,283 $ 34,358 Capital expenditures 42.9 37.4 1,220,180 900,452 437,278 432,198 400,205 Cash dividends per share ($) - - .15 .11 .08 .05 .04 Customer and Store Data Number of U.S. states 18.5% 16.7% 28 23 19 15 12 Number of Canadian provinces - - 3 - - - - Number of stores 23.6 27.1 340 264 214 174 145 Square footage at year-end 27.5 30.9 35,133 26,383 20,897 16,480 13,278 Change in square footage - % - - 33.2 26.3 26.8 24.1 27.4 Average square footage per store - - 103 100 98 95 92 Number of customer transactions 29.0 35.7 302,181 236,101 189,493 146,221 112,464 Average sale per transaction ($) 4.8 3.1 41.29 39.13 37.72 35.13 33.92 Number of employees 30.9 32.6 67,300 50,600 38,900 28,000 21,500 Other Data Average total company weekly sales 35.2% 40.0% $ 239,936 $ 177,669 $ 137,470 $ 98,782 $ 71,988 Weighted average weekly sales per operating store 9.3 8.2 802 764 724 633 566 Comparable store sales increase-% (2) - - 8 7 15 11 10 Weighted average sales per square foot ($) (2) 5.9 5.0 404 398 387 348 322 Advertising expense - % to sales - - .5 .5 .5 .7 .9 <FN> <F1> (1) Fiscal year 1990 consisted of 53 weeks, all other years reported consisted of 52 weeks. <F2> (2) Adjusted to reflect the first 52 weeks of the 53-week fiscal year in 1990. <FN> Management's Discussion and Analysis of Results of Operations and Financial Condition The data below reflects selected sales data, the percentage relationship between sales and major categories in the Consolidated Statements of Earnings and the percentage change in the dollar amounts of each of the items. 									Percentage 									Increase (Decrease) 									of Dollar Amounts 								 	--------------------------- 			 Fiscal Year(1) 			----------------------- 1994 1993 			1994 1993 1992 vs. 1993 vs. 1992 		 	---------------------------------------------------------------------------- Selected Consolidated Statements of Earnings Data Net Sales 100.0% 100.0% 100.0% 35.0% 29.2% 			---------------------------------------------------------------------------- Gross Profit 27.9 27.7 27.6 36.5 29.7 			---------------------------------------------------------------------------- Operating Expenses: Selling and Store Operating 17.8 17.6 17.4 36.4 30.5 Pre-Opening .4 .4 .4 39.4 36.6 General and Administrative 1.8 2.0 2.1 24.6 25.8 			---------------------------------------------------------------------------- 			 Total Operating Expenses 20.0 20.0 19.9 35.3 30.1 			---------------------------------------------------------------------------- Operating Income 7.9 7.7 7.7 39.7 28.6 Interest Income (Expense): Interest and Investment Income .2 .6 1.0 (53.2) (9.9) Interest Expense (.3) (.3) (.6) 17.0 (25.1) 			 --------------------------------------------------------------------------- Interest, Net (.1) .3 .4 (124.7) 13.7 			 --------------------------------------------------------------------------- 					 Earnings Before Income Taxes 7.8 8.0 8.1 33.0 27.9 Income Taxes 3.0 3.0 3.0 34.3 31.1 		 --------------------------------------------------------------------------- 			 Net Earnings 4.8% 5.0% 5.1% 32.2% 26.1% 		 =========================================================================== Selected Consolidated Sales Data Number of Customer Transactions 302,181,000 236,101,000 189,493,000 28.0% 24.6% Average Amount of Sale Per Transaction $ 41.29 $ 39.13 $ 37.72 5.5 3.7 Weighted Average Weekly Sales Per Operating Store $802,000 $764,000 $724,000 5.0 5.5 Weighted Average Sales Per Square Foot $ 404.04 $ 398.18 $ 386.92 1.5 2.9 			============================================================================ <FN> (1) Fiscal years 1994, 1993 and 1992 refer to the fiscal years ended January 29, 1995, January 30, 1994 and January 31, 1993, respectively. </FN> Results of Operations For an understanding of the significant factors that influenced the Company's performance during the past three fiscal years, the following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere in this annual report. Fiscal Year Ended January 29, 1995 Compared to January 30, 1994 Sales for fiscal year 1994 increased 35.0% from $9,238,763,000 in fiscal 1993 to $12,476,697,000. This increase was attributable to, among other things, 69 new store openings, nine store relocations, the acquisition of a 75% partnership interest in seven Canadian stores then known as Aikenhead's Home Improvement Warehouse, an 8% comparable store-for-store sales increase and full year sales from the 50 new store openings during fiscal 1993. The percentage increase in comparable store sales would have been 9% after excluding all sales from the ten stores in Southern Florida that were significantly affected by Hurricane Andrew during 1993. Gross profit as a percent of sales was 27.9% for fiscal 1994 compared to 27.7% for fiscal 1993. This higher gross profit percentage resulted primarily from changes in merchandise mix including more decor products and upgraded seasonal merchandise at higher margins, as well as decreased sales penetrations in lumber which carries lower margins. Operating expenses as a percent of sales were 20.0% for both fiscal 1994 and fiscal 1993. Selling and store operating expenses as a percent of sales increased to 17.8% in fiscal 1994 compared to 17.6% in fiscal 1993. This increase was attributable to, among other things, additional costs associated with nine store relocations during fiscal 1994 compared to six store relocations during fiscal 1993. The increase in selling and store operating expenses as a percent of sales was offset by lower general and administrative expenses as a percent of sales due to cost control measures and economies from higher sales volumes. Interest and investment income as a percent of sales decreased to 0.2% in fiscal 1994 compared to 0.6% during fiscal 1993. This decrease was attributable to a reduction of investment principal due to utilization of funds for capital expansion, as well as lower yields due to shorter maturities on the investment portfolio. Interest expense as a percent of sales was 0.3% for both fiscal 1994 and fiscal 1993. Higher interest expense from additional capital leases was partially offset by higher capitalized interest resulting from constructing more owned stores than in the previous year. The Company's combined Federal and state effective income tax rate was 38.3% for fiscal 1994 compared to 38.2% for fiscal 1993, before cumulative effect of change in accounting principle. This increase was attributable to lower tax-advantaged investments. The Company implemented SFAS 109 "Accounting for Income Taxes" during fiscal 1993 which reduced the combined Federal and state effective income tax rate to 37.9% in fiscal 1993. Net earnings as a percent of sales was 4.8% for fiscal 1994 compared to 5.0% for fiscal 1993, reflecting lower interest income and a higher effective income tax rate, partially offset by higher gross profits, as described above. Earnings per share was $1.32 for fiscal 1994 compared to $1.01 during fiscal 1993. Fiscal Year Ended January 30, 1994 Compared to January 31, 1993 Sales for fiscal year 1993 increased 29.2% from $7,148,436,000 in fiscal 1992 to $9,238,763,000. This increase was attributable to, among other things, 50 new store openings, six store relocations, a 7% comparable store-for-store sales increase and full year sales from the 40 store openings during fiscal 1992. The percentage increase in comparable store sales would have been 8% after excluding all sales from the ten stores in Southern Florida that were significantly affected by Hurricane Andrew. Gross profit as a percent of sales was 27.7% for fiscal 1993 compared to 27.6% for fiscal 1992. This higher gross profit percentage resulted primarily from higher vendor volume rebates and changes in merchandise mix, partially offset by lower margins in highly competitive markets. Operating expenses as a percent of sales increased to 20.0% in fiscal 1993 from 19.9% in fiscal 1992. This increase was attributable to, among other things, higher payroll costs as a percent of sales due to the implementation of new labor standards that put additional sales hours on the selling floor, partially offset by lower self-funded insurance reserves and lower general and administrative expenses as a percent of sales due to cost control measures. Interest income as a percent of sales decreased to 0.6% in fiscal 1993 compared to 1.0% during fiscal 1992. This decrease was attributable to a reduction of investment principal due to utilization of funds for capital expansion, partially offset by a higher yield on the investment portfolio. Interest expense as a percent of sales decreased to 0.3% in fiscal 1993 from 0.6% in fiscal 1992 due to the call for redemption and conversion to equity of substantially all the Company's 6% Convertible Subordinated Notes in June, 1992 and due to higher capitalized interest. The Company's combined Federal and state effective income tax rate, before cumulative effect of a change in accounting principle, was 38.2% for fiscal 1993 compared to 37.0% for fiscal 1992. This increase was attributable to the enactment of the Omnibus Budget Reconciliation Act of 1993 and to lower tax-advantaged investments. The Company implemented SFAS 109 "Accounting for Income Taxes" in the first quarter of fiscal 1993. As a result of this change in accounting principle, the combined Federal and state effective income tax rate was 37.9% in 1993. Net earnings as a percent of sales was 5.0% for fiscal 1993 compared to 5.1% for fiscal 1992, reflecting higher operating expenses, lower net interest income and a higher effective income tax rate, partially offset by higher gross profits, as described above. Earnings per share was $1.01 for fiscal 1993 compared to $.82 for fiscal 1992 on 2% more weighted average shares outstanding in fiscal 1993. Liquidity and Capital Resources Cash flow generated from store operations provides the Company with a significant source of liquidity. Additionally, a significant portion of the Company's inventory is financed under vendor credit terms. The Company plans to open approximately 91 new stores and relocate nine existing stores during fiscal 1995. Of these 100 locations, it is anticipated that approximately 90% will be owned and the balance will be leased. The Company also plans to open approximately 122 stores, including relocations, in fiscal 1996. Although some of these locations may be newly leased, it is expected that most will be obtained during fiscal 1995 through the purchase of pre-existing leasehold interests, the acquisition of land parcels and the construction or purchase of buildings. While the cost of new stores to be constructed and owned by the Company varies widely, principally due to land costs, new store costs are currently estimated to average approximately $12,600,000 per location. In addition, the Company may purchase leasehold interests at varying amounts depending on the value of such properties. The cost to remodel and fixture stores to be leased is expected to average approximately $4,000,000 per store. Each new store will require approximately $3,100,000 to finance inventories, net of vendor financing. During fiscal 1994, the Company initiated a commercial paper program which will provide short-term funding needs up to a maximum of $300,000,000 of which $100,000,000 was outstanding as of January 29, 1995. In connection with the program, the Company entered into a back-up credit facility with a consortium of banks for up to $300,000,000. The facility expires November 1, 1997. The facility contains various restrictive covenants, none of which is expected to impact the Company's liquidity or capital resources. On February 28, 1995, the Company announced its decision to redeem on March 31, 1995, all of its outstanding 41_2% Convertible Subordinated Notes due February 15, 1997 at a redemption price of $1,016.75 (which includes premium and accrued interest) per $1,000 principal amount of Notes. The Notes are convertible into common stock of the Company at the rate of one share for each $38.75 principal amount of Notes owned. In light of current market prices of the Company's common stock, it is expected that the redemption call will result in the conversion of substantially all of the outstanding principal ($804,985,000) to equity and, thereby, result in the issuance of approximately 20,774,000 additional shares of common stock. As of January 29, 1995, the Company had $57,866,000 in cash and cash equivalents and short-term investments as well as $98,022,000 in long-term investments. Management believes that its current cash position, the proceeds from short-term and long-term investments, internally generated funds, its commercial paper program, and/or the ability to obtain alternate sources of financing should enable the Company to complete its capital expenditure programs, including store expansion and renovation, through the next several fiscal years. Impact of Inflation and Changing Prices Although the Company cannot accurately determine the precise effect of inflation on its operations, it does not believe inflation has had a material effect on sales or results of operations. Consolidated Statements of Earnings The Home Depot, Inc. and Subsidiaries Amounts in thousands, except per share data 						Fiscal Year Ended 						January 29, January 30, January 31, 						1995 1994 1993 Net Sales $12,476,697 $9,238,763 $7,148,436 Cost of Merchandise Sold 8,991,204 6,685,384 5,179,368 Gross Profit 3,485,493 2,553,379 1,969,068 Operating Expenses: Selling and Store Operating 2,216,540 1,624,920 1,245,608 Pre-Opening 51,307 36,816 26,959 General and Administrative 230,456 184,954 147,080 Total Operating Expenses 2,498,303 1,846,690 1,419,647 Operating Income 987,190 706,689 549,421 Interest Income (Expense): Interest and Investment Income 28,510 60,896 67,562 Interest Expense (note 2) (35,949) (30,714) (41,010) Interest, Net (7,439) 30,182 26,552 Earnings Before Income Taxes 979,751 736,871 575,973 Income Taxes (note 3) 375,250 279,470 213,110 Net Earnings $ 604,501 $ 457,401 $ 362,863 						=========================================== Earnings Per Common and Common Equivalent Share $ 1.32 $ 1.01 $ .82 						=========================================== Weighted Average Number of Common and Common Equivalent Shares 475,947 453,037 444,989 						 ============================================== <FN> See accompanying notes to consolidated financial statements. </FN> Consolidated Balance Sheets Amounts in thousands, except per share data 								January 29, January 30, 								1995 1994 								------------------------------- Assets Current Assets: 	Cash and Cash Equivalents $ 1,154 $ 99,997 	Short-Term Investments, 	including current maturities of 	long-term investments (note 7) 56,712 330,976 	Receivables, Net 272,225 198,431 	Merchandise Inventories 1,749,312 1,293,477 	Other Current Assets 53,560 43,720 								 ------------------------------- 		Total Current Assets 2,132,963 1,966,601 								 ------------------------------- Property and Equipment, at cost: 	Land 1,167,063 814,440 	Buildings 1,311,806 891,755 	Furniture, Fixtures and Equipment 634,173 451,789 	Leasehold Improvements 273,015 224,933 	Construction in Progress 289,157 194,482 	Capital Leases (notes 2 and 5) 72,054 41,029 														------------------------------- 														 3,747,268 2,618,428 	Less Accumulated Depreciation and Amortization 350,031 247,524 														------------------------------- 		Net Property and Equipment 3,397,237 2,370,904 Long-Term Investments (note 7) 98,022 281,623 Notes Receivable 32,528 35,470 Cost in Excess of the Fair Value of Net Assets Acquired, 	net of accumulated amortization of $8,636 at 	January 29, 1995 and $5,788 at January 30, 1994 88,513 19,503 Other 28,778 26,788 	 						 					=============================== 														 $5,778,041 $4,700,889 Liabilities and Stockholders' Equity Current Liabilities: 	Accounts Payable $ 681,291 $ 521,246 	Accrued Salaries and Related Expenses 192,151 167,489 	Sales Taxes Payable 101,011 57,590 	Other Accrued Expenses 208,377 183,933 	Income Taxes Payable 8,717 40,303 	Current Installments of Long-Term Debt (notes 2, 5 and 6) 22,692 2,077 												 -------------------------------- Total Current Liabilities 1,214,239 972,638 								 -------------------------------- Long-Term Debt, excluding current installments (notes 2, 5 and 6) 983,369 874,048 Other Long-Term Liabilities 67,953 12,276 Deferred Income Taxes (note 3) 19,258 27,827 Minority Interest (note 9) 50,999 - Stockholders' Equity (notes 2 and 4): 	Common Stock, par value $.05. Authorized: 	1,000,000,000 shares; issued and outstanding - 	453,365,000 shares at January 29, 1995 and 449,364,000 	shares at January 30, 1994 22,668 22,468 	Paid-in Capital 1,526,463 1,436,029 	Retained Earnings 1,937,284 1,400,575 	Cumulative Translation Adjustments (10,887) (121) 	Unrealized Loss on Investments, Net (1,495) - 								 ------------------------------- 								 3,474,033 2,858,951 	Less Notes Receivable From ESOP (note 6) 31,810 44,851 								 ------------------------------- 		Total Stockholders' Equity 3,442,223 2,814,100 							 	 ------------------------------- Commitments and Contingencies (notes 5, 8 and 9) 								 $5,778,041 $4,700,889 							 =============================== <FN> See accompanying notes to consolidated financial statements. </FN> CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 									 	Unrealized Total 	 				Common Stock Cumulative Loss on Notes Stock- 				 	------------- Paid-in Retained Translation Investments, Receivable holders' 				 Shares Amount Capital Earnings Adjustments Net from ESOP Equity - ----------------------------------------------------------------------------------------------------------------------------------- Balance, February 2, 1992 422,224 $21,111 $1,022,043 $ 666,471 $ - $ - $(18,413) $1,691,212 Shares Sold Under Employee Stock Purchase and Option Plans, Net of Retirements (note 4) 7,053 353 57,971 - - - - 58,324 Tax Effect of Sale of Option Shares by Employees - - 32,451 - - - - 32,451 Additional Notes Receivable from ESOP, Net of Repayments of $8,419 (note 6) - - - - - - (33,023) (33,023) Conversion of 6% Convertible Subordinated Notes, Net (note 2) 14,308 715 227,346 - - - - 228,061 Conversion of 4-1/2% Convertible Subordinated Notes, Net (note 2) - - 10 - - - - 10 Net Earnings - - - 362,863 - - - 362,863 Cash Dividends ($.08 per share) - - - (35,817) - - - (35,817) - ----------------------------------------------------------------------------------------------------------------------------------- Balance, January 31, 1993 443,585 $22,179 $1,339,821 $ 993,517 $ - $ - $(51,436) $2,304,081 =================================================================================================================================== Shares Sold Under Employee Stock Purchase and Option Plans, Net of Retirements (note 4) 5,779 289 76,500 - - - - 76,789 Tax Effect of Sale of Option Shares by Employees - - 19,708 - - - - 19,708 Cumulative Translation Adjustments - - - - (121) - - (121) Repayments of Notes Receivable from ESOP (note 6) - - - - - - 6,585 6,585 Net Earnings - - - 457,401 - - - 457,401 Cash Dividends ($.11 per share) - - - (50,343) - - - (50,343) - ----------------------------------------------------------------------------------------------------------------------------------- Balance, January 30, 1994 449,364 $22,468 $1,436,029 $1,400,575 $ (121) $ - $(44,851) $2,814,100 =================================================================================================================================== Shares Sold Under Employee Stock Purchase and Option Plans, Net of Retirements (note 4) 4,001 200 77,720 - - - - 77,920 Tax Effect of Sale of Option Shares by Employees - - 12,709 - - - - 12,709 Cumulative Translation Adjustments - - - - (10,766) - - (10,766) Repayments of Notes Receivable from ESOP (note 6) - - - - - - 13,041 13,041 Conversion of 4-1/2% Convertible Subordinated Notes, Net (note 2) - - 5 - - - - 5 Unrealized Loss on Investments, Net (note 7) - - - - - (1,495) - (1,495) Net Earnings - - - 604,501 - - - 604,501 Cash Dividends ($.15 per share) - - - (67,792) - - - (67,792) - ----------------------------------------------------------------------------------------------------------------------------------- Balance, January 29, 1995 453,365 $22,668 $1,526,463 $1,937,284 $(10,887) $(1,495) $(31,810) $3,442,223 =================================================================================================================================== See accompanying notes to consolidated financial statements. Consolidated Statements of Cash Flows The Home Depot, Inc. and Subsidiaries Amounts in thousands 											 Fiscal Year Ended - --------------------------------------------------------------------------------------------------------------------------- 									 January 29, January 30, January 31, 									 1995 1994 1993 Cash Provided From Operations: 	Net Earnings $ 604,501 $ 457,401 $ 362,863 	Reconciliation of Net Earnings to Net Cash 	 Provided by Operations: 		Depreciation and Amortization 129,609 89,839 69,536 		Deferred Income Tax (Benefit) Expense (2,468) 12,578 5,465 		Increase in Receivables, Net (69,023) (36,658) (68,593) 		Increase in Merchandise Inventories (405,197) (353,653) (277,567) 		Increase in Accounts Payable and Accrued Expenses 280,056 200,977 219,046 		(Decrease) Increase in Income Taxes Payable (11,126) 36,143 34,031 		Other 8,161 (10,120) (6,639) - -------------------------------------------------------------------------------------------------------------------------- 		Net Cash Provided by Operations 534,513 396,507 338,142 - -------------------------------------------------------------------------------------------------------------------------- Cash Flows From Investing Activities: 	Capital Expenditures, Net of $31,183, $36,294 and $4,765 of 	 non-cash capital 	 expenditures in fiscal 1994, 1993 and 1992, respectively (1,100,654) (864,158) (432,513) 	Acquisition of Canadian Partnership Interest (161,548) - - 	Proceeds from Sale of Property and Equipment 49,718 35,070 5,046 	Sale (Purchase) of Short-Term Investments, Net 96,007 14,903 (62,008) 	Purchase of Long-Term Investments (94,442) (840,361) (2,029,214) 	Proceeds from Maturities of Long-Term Investments 50,251 269,988 212,786 	Proceeds from Sale of Long-Term Investments 403,738 929,598 1,132,627 	Advances Secured by Real Estate, Net 2,650 5,681 (54,022) - --------------------------------------------------------------------------------------------------------------------------- 		Net Cash Used in Investing Activities (754,280) (449,279) (1,227,298) - --------------------------------------------------------------------------------------------------------------------------- Cash Flows From Financing Activities: 	Proceeds from Commercial Paper and Long-Term Borrowings 100,000 - 805,000 	Cash Loaned to ESOP - - (41,442) 	Repayments of Notes Receivable from ESOP 13,041 6,585 8,419 	Principal Repayments of Long-Term Debt (2,175) (2,006) (2,133) 	Proceeds from Sale of Common Stock, Net 77,926 76,789 58,324 	Cash Dividends Paid to Stockholders (67,792) (50,343) (35,817) 	Effect of Exchange Rate Changes on Cash (76) - - - -------------------------------------------------------------------------------------------------------------------------- 		Net Cash Provided by Financing Activities 120,924 31,025 792,351 - -------------------------------------------------------------------------------------------------------------------------- Decrease in Cash and Cash Equivalents (98,843) (21,747) (96,805) Cash and Cash Equivalents at Beginning of Year 99,997 121,744 218,549 - -------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ 1,154 $ 99,997 $ 121,744 ========================================================================================================================== Supplemental Disclosure of Cash Payments Made For: 	Interest (net of interest capitalized) $ 30,537 $ 28,778 $ 26,182 	Income Taxes $ 393,915 $ 228,968 $ 169,617 =========================================================================================================================== See accompanying notes to consolidated financial statements. Notes to Consolidated Financial Statements Note ONE Summary of Significant Accounting Policies Fiscal Year The Company's fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal years 1994, 1993 and 1992, which ended January 29, 1995, January 30, 1994 and January 31, 1993, respectively, consisted of 52 weeks. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. Minority interest represents the minority partner's share of the equity in The Home Depot Canada. All significant intercompany transactions have been eliminated in consolidation. Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company's cash and cash equivalents are primarily cash equivalents carried at fair market value and consist of preferred stocks, commercial paper, money market funds and U.S. government agency securities. Investments Effective January 31, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and Equity Securities," which was effective for fiscal years beginning after December 15, 1993. The Company classifies its investments into one of three categories: trading, held to maturity, or available for sale. Trading securities, which are bought and held primarily for the purpose of selling them in the near term, are recorded at fair value with gains and losses included in earnings. Held to maturity securities, which are securities that the Company has the ability and the intent to hold until maturity, are recorded at amortized cost and adjusted for amortization or accretion of premiums or discounts. The Company's short-term and long-term investments, consisting primarily of debt securities, have been designated as being held available for sale, and accordingly, are reported at fair value. Unrealized gains and losses on securities classified as available for sale are reported as a separate component of stockholders' equity, net of income taxes until realized. The cost of investments sold is determined using the specific identification method. Estimated fair values of investments are based on quoted market prices on the last business day of the fiscal year. A decline in the market value of any available for sale or held to maturity security below cost that is deemed other than temporary is charged to earnings resulting in the establishment of a new cost basis for the security. In fiscal years 1993 and 1992, the Company valued its short-term investments, consisting primarily of debt securities, at amortized cost which approximated market. Certain long-term investments designated as available for sale were recorded at lower of amortized cost or market. The Company's remaining investments classified as held to maturity were valued at amortized cost. Merchandise Inventories Inventories are stated at the lower of cost (first-in, first-out) or market, as determined by the retail inventory method. Income Taxes The Company provides for Federal and state income taxes currently payable as well as for those deferred because of timing differences between reporting income and expenses for financial statement purposes and income and expenses for tax purposes. Targeted jobs tax credits are recorded as a reduction of income taxes in the year realized. Effective February 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes" and reported the cumulative effect of that change in the method of accounting for income taxes in the consolidated statement of earnings for the first fiscal quarter of 1993, which ended May 2, 1993. SFAS 109 requires an asset and liability approach in accounting for income taxes and, therefore, required a change from the deferred method the Company previously used. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Pursuant to the deferred method under Accounting Principles Board Opinion 11, which was applied in fiscal 1992 and prior years, deferred income taxes that were reported in different years for financial reporting purposes and income tax purposes were recognized for income and expense items using the tax rate applicable for the year of the calculation. Under the deferred method, deferred taxes were not adjusted for subsequent changes in the tax rate. Depreciation and Amortization The Company's buildings, furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Improvements to leased premises are amortized on the straight-line method over the life of the lease or the useful life of the improvement, whichever is shorter. The Company's property and equipment is depreciated using the following estimated useful lives: 					Life Buildings 10-45 years Furniture, fixtures and equipment 5-20 years Leasehold improvements 8-30 years The cost of purchased software and associated consulting fees is amortized on a straight-line basis over periods ranging from three to five years. Store Pre-Opening Costs Non-capital expenditures associated with opening new stores are charged to expense as incurred. Store Closing Costs When a store is relocated or closed, estimated unrecoverable costs are charged to expense. Such costs include the estimated loss on sale of land and building, the book value of abandoned fixtures, equipment, leasehold improvements and a provision for the present value of future lease obligations, less estimated sub-rental income. Earnings Per Common and Common Equivalent Share Earnings per common and common equivalent share are based on the weighted average number of shares and equivalent shares outstanding. Common equivalent shares used in the calculation of earnings per share represent options to purchase shares granted under the Company's employee stock option and stock purchase plans and the Company's 4-1/2% Convertible Subordinated Notes due 1997, issued in 1992. For the 1994 fiscal year, the 4-1/2% Notes are dilutive and are assumed to be converted as of the beginning of the accounting period for purposes of calculating earnings per share. Earnings per share is calculated by dividing net earnings, adjusted for tax-effected net interest and issue costs on the 4-1/2% Notes, by weighted average common and common equivalent shares. The weighted average number of common and common equivalent shares include shares issuable under the Company's stock plans and the 20,774,000 shares issuable upon conversion of the 4-1/2% Notes. In fiscal year 1993, the 4-1/2% Notes were dilutive but had no impact on earnings per share. The Company's 6% Convertible Subordinated Notes, issued in 1990, were common stock equivalents prior to their conversion in 1992. Because shares issuable upon conversion of the 6% Notes were not dilutive in fiscal 1992, they were excluded from the earnings per share calculations. Cost in Excess of the Fair Value of Net Assets Acquired Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-line basis over a 40-year period. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining useful life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. Employee Stock Ownership Plan For all shares purchased by the Employee Stock Ownership Plan (ESOP) prior to December 31, 1992, the Company's contributions to the ESOP are determined based on the ESOP's cost of the shares released to the employees. For shares purchased after December 31, 1992, the Company's contributions to the ESOP will be determined based on the fair value of the shares released to the employees as of the release date. Foreign Currency Translation The local currency has been used as the functional currency in Canada. The assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rate of exchange existing at year-end and revenues and expenses are translated at the average monthly exchange rates. The translation gains and losses are included as a separate component of stockholders' equity. Transaction gains and losses included in income are immaterial. Recent Accounting Pronouncements In December 1993, the Accounting Institute of Certified Public Accountants issued Statement of Position 93-7, "Reporting on Advertising Costs" (SOP 93-7). Under SOP 93-7, certain advertising expenditures must be expensed either as incurred or the first time the advertising takes place. Certain production costs incurred by the Company are currently amortized over periods not exceeding one year. While the Company plans to adopt SOP 93-7 in fiscal 1995, it is not expected to have a significant impact on the Company's results of operations. In June 1993, Statement of Financial Accounting Standards No. 116, "Accounting for Contributions Received and Contributions Made" (SFAS 116) was issued. SFAS 116 requires companies that make contributions of cash and other assets, including unconditional promises to give, to not-for-profit organizations, to recognize expense in the accounting period made. Under SFAS 116, conditional promises to give should be recognized when the conditions on which they depend are substantially met. Results of operations for the Company will not be significantly impacted when SFAS 116 is adopted by the Company in fiscal 1995. Reclassifications Certain balances in prior fiscal years have been reclassified to conform with the presentation adopted in the current fiscal year. Note TWO Long-Term Debt The Company's long-term debt consists of the following (in thousands): 						 January 29, January 30, 						 1995 1994 4-1/2% Convertible Subordinated Notes, due February 15, 1997, convertible into shares of common stock of the Company at a conversion price of $38.75 per share. The Notes are redeemable by the Company at a premium, plus accrued interest, beginning March 3, 1995. $ 804,985 $804,990 Commercial Paper, with a weighted average interest rate of 5.9%. 100,000 - Capital Lease obligations payable in varying installments through January 31, 2015 (see note 5). 63,225 32,585 7.95% Unsecured Note, payable on September 1, 1995, incurred in connection with the establishment of a leveraged Employee Stock Ownership Plan and Trust (see Note 6); interest is payable semi-annually. 20,000 20,000 Variable Rate Industrial Revenue Bonds, secured by letters of credit or land, interest rates averaging 2.7% during fiscal 1994, payable in varying installments through 1999, $3,000 payable on December 1, 2010 and $5,200 payable on September 1, 2011. 9,966 10,500 Installment Notes Payable, interest imputed at rates between 9.5% and 11.5%, payable in varying installments through 2014. 7,419 7,592 Other 466 458 Total long-term debt 1,006,061 876,125 Less current installments 22,692 2,077 Long-term debt, excluding current installments $ 983,369 $ 874,048 On February 3, 1992, the Company issued, through a public offering, $805,000,000 of its 4-1/2% Convertible Subordinated Notes at par, maturing February 15, 1997. The Notes are convertible into shares of common stock at any time prior to maturity, unless previously redeemed, at a conversion price of $38.75 per share, subject to adjustment under certain conditions. The Notes are not subject to sinking fund provisions. On February 28, 1995, the Company announced that its outstanding 4-1/2% Convertible Subordinated Notes which had a face value of $804,985,000 would be redeemed on March 31, 1995, at a redemption price of $1,016.75 (which includes premium and accrued interest) per $1,000 principal amount of Notes. Noteholders have the right through March 21, 1995 to convert their Notes into approximately 25.81 shares of common stock of The Home Depot, Inc. for each $1,000 principal amount of Notes at the conversion price of $38.75 per share. Conversion of all the Notes would result in the issuance of approximately 20,774,000 shares of the Company's common stock. In January, 1995, the Company established a $300,000,000 Commercial Paper program supported by a back-up credit facility with a maximum aggregate principal amount outstanding of $300,000,000. The program expires November 1, 1997. The Commercial Paper borrowings are classified as long-term debt as it is the Company's intention to refinance them on a long-term basis. As of January 29, 1995, the Company was in compliance with all restrictive covenants. The 7.95% Unsecured Note related to the ESOP requires, among other things, that debt shall not exceed 66-2/3% of consolidated assets, net of goodwill and current liabilities. The Company was in compliance with all restrictive covenants as of January 29, 1995. The restrictive covenants related to letter of credit agreements securing the industrial revenue bonds are no more restrictive than those referenced or described above. Interest expense in the accompanying consolidated statements of earnings is net of interest capitalized of $17,559,000 in fiscal 1994, $13,912,000 in fiscal 1993 and $7,549,000 in fiscal 1992. Maturities of long-term debt (excluding the 4-1/2% Convertible Subordinated Notes) are $22,692,000 for fiscal 1995, $3,197,000 for fiscal 1996, $102,706,000 for fiscal 1997, $2,594,000 for fiscal 1998, and $2,805,000 for fiscal 1999. Based on discounted cash flows of future payment streams, assuming rates equivalent to the Company's current incremental borrowing rate on similar liabilities, the fair value of the 7.95% unsecured ESOP Note, the Variable Rate Industrial Revenue Bonds, the Installment Notes, the Capital Leases, the Commercial Paper, and other notes payable as of January 29, 1995 is $231,649,000. The fair value of the 4-1/2% Convertible Subordinated Notes as of January 29, 1995, based on the quoted market price on the last business day of the year, is $986,107,000. Note THREE Income Taxes As discussed in Note 1, the Company adopted SFAS 109 as of February 1, 1993. The cumulative effect of this change in accounting for income taxes, which resulted in a tax benefit of $2,130,000, was determined as of February 1, 1993 and has been reflected in the consolidated statement of earnings for the fiscal year ended January 30, 1994. Prior years' financial statements have not been restated to apply the provisions of SFAS 109. The provision for income taxes from operations consists of the following (in thousands): 				 Fiscal Year Ended 			January 29, January 30, January 31, 			1995 1994 1993 Current: Federal $330,232 $236,888 $181,727 State 47,486 32,134 25,918 - --------------------------------------------------------------------- 	 		 377,718 269,022 207,645 - --------------------------------------------------------------------- Deferred: Federal (1,875) 10,212 4,413 State (593) 2,366 1,052 - --------------------------------------------------------------------- 			 (2,468) 12,578 5,465 - --------------------------------------------------------------------- 	 Total $375,250 $281,600 $213,110 The Company's combined state and Federal effective tax rate from operations for fiscal years 1994, 1993 and 1992, net of offsets generated by targeted jobs tax credits, were approximately 38.3%, 38.2% and 37.0%, respectively. The 1994 and 1993 fiscal year effective tax rates include the effect of the corporate Federal tax rate increase from 34% to 35% enacted into law during the Company's 1993 fiscal year. A reconciliation of income tax expense from operations at the Federal statutory rate to actual tax expense from operations for the applicable fiscal years follows (in thousands): 					 Fiscal Year Ended 				January 29, January 30, January 31, 				1995 1994 1993 Income taxes at Federal statutory rate $342,913 $257,905 $195,831 State income taxes, net of Federal income tax benefit 30,480 22,425 17,800 Other, net 1,857 1,270 (521) - ---------------------------------------------------------------------------- Total $375,250 $281,600 $213,110 - ---------------------------------------------------------------------------- The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of January 29, 1995 and January 30, 1994 are as follows (in thousands): 					January 29, January 30, 					1995 1994 Deferred Tax Assets: Accrued self-insurance liabilities $ 40,906 $ 26,813 Other accrued liabilities 28,061 16,300 	 Net deferred tax assets 68,967 43,113 Deferred Tax Liabilities: Accelerated depreciation (77,061) (62,835) Other (11,164) (8,105) 	 Total gross 	 deferred liabilities (88,225) (70,940) 	 Net deferred tax liability $(19,258) $(27,827) No valuation allowance was recorded against the deferred tax assets at January 29, 1995, January 30, 1994, or February 1, 1993. The Company's management believes the existing net deductible temporary differences comprising the total gross deferred tax assets will reverse during periods in which the Company generates net taxable income. For fiscal years ending before January 31, 1993, deferred income taxes resulted from differences in the timing of reporting income and expenses for financial statement and income tax purposes. The sources of these differences and the tax effect of each for fiscal 1992 are as follows (in thousands): Accelerated depreciation $12,245 Accrued self-insurance liabilities (9,132) Other accrued liabilities (574) Other, net 2,926 Total $ 5,465 Note FOUR Employee Stock Plans The Company has stock option plans that provide for the granting of incentive and non-qualified options to purchase the Company's common stock to selected key employees, officers and directors. Under the Employee Incentive Stock Option Plan of 1981, options for 43,360,692 shares, net of cancellations (of which 41,246,391 had been exercised), have been granted at $.16 to $18.83 per share as of January 29, 1995. Such options may be exercised at the rate of 25% per year commencing with the first anniversary date of the grant and expire after five years. The Plan expired on June 1, 1991 and the shares available for grant were carried over to the 1991 Omnibus Stock Option Plan. Under the Non-Qualified Stock Option Plan of 1984, options for 679,124 shares, net of cancellations (of which 529,232 had been exercised), have been granted at $1.53 to $9.86 per share as of January 29, 1995. Such options may be exercised at varying rates commencing on the third anniversary date of the grant and expire on the tenth anniversary date of the grant. The Plan expired on June 1, 1991 and the shares available for grant were carried over to the 1991 Omnibus Stock Option Plan. The provisions of the 1991 Omnibus Stock Option Plan, which became effective June 1, 1991, authorize a maximum number of shares available for grant equal to the cumulative number of shares available the previous year plus one percent of the number of shares of common stock issued and outstanding at the beginning of each fiscal year the plan is in effect. Under the 1991 Omnibus Stock Option Plan, options for 6,852,504 shares, net of cancellations (of which 426,102 had been exercised), have been granted at $24.50 to $48.94 per share. As of January 29, 1995, the maximum shares available under this plan for future grants were 30,408,417. The following summarizes shares outstanding under the plans at January 29, 1995, January 30, 1994 and January 31, 1993 and changes during the fiscal years then ended (in thousands of shares): 					 Fiscal Year Ended 			 January 29, January 30, January 31, 			 1995 1994 1993 Number of option shares At beginning of year 	 Outstanding 9,647 12,455 14,750 	 Exercisable 2,757 4,528 4,576 During the year 	 Issued 1,981 1,831 3,549 	 Cancelled 306 332 415 	 Became exercisable 2,843 2,536 5,381 	 Exercised 2,631 4,307 5,429 At end of year 	 Outstanding 8,691 9,647 12,455 	 Exercisable 2,969 2,757 4,528 Average price per share 	 Outstanding at 	 the end of year $30.57 $23.50 $14.89 	 Exercised 	 during the year $10.66 $ 7.42 $ 4.99 In addition, the Company had 2,375,460 shares available for future grants under the Employee Stock Purchase Plan at January 29, 1995. This plan enables the Company to grant substantially all eligible employees options to purchase up to 17,137,500 shares of common stock, of which 14,762,040 shares have been exercised from inception of the plan, at a price equal to 85% of the stock's fair market value at the date of grant. Shares purchased may not exceed the lesser of 20% of the employee's annual compensation, as defined, or $25,000 of common stock at its fair market value (determined at the time such option is granted) for any one calendar year. Employees pay for the shares ratably over a period of one year (the purchase period) through payroll deductions, and cannot exercise their option to purchase any of the shares until the conclusion of the purchase period. In the event an employee elects not to exercise such options, the full amount withheld is refundable. During fiscal 1994, options for 1,420,463 shares were exercised at an average price of $34.72 per share. At January 29, 1995, 821,812 options were outstanding, net of cancellations, at an average price of $36.68 per share. Note FIVE Leases The Company leases certain retail locations, office space, warehouse and distribution space, equipment and vehicles. While the majority of the leases are operating leases, certain retail locations are leased under capital leases. As leases expire, it can be expected that in the normal course of business, leases will be renewed or replaced. Total rent expense, net of minor sublease income for the fiscal years ended January 29, 1995, January 30, 1994 and January 31, 1993 amounted to $164,381,000, $137,252,000 and $110,577,000, respectively. Real estate taxes, insurance, maintenance and operating expenses applicable to the leased property are obligations of the Company under the building leases. Certain of the store leases provide for contingent rentals based on percentages of sales in excess of specified minimums. Contingent rentals for fiscal years ended January 29, 1995, January 30, 1994 and January 31, 1993 were approximately $9,744,000, $8,370,000 and $6,855,000, respectively. The approximate future minimum lease payments under capital and operating leases at January 29, 1995, are as follows (in thousands): Fiscal year Capital leases Operating leases 1995 $ 10,411 $ 184,801 1996 10,465 186,131 1997 10,486 176,534 1998 10,628 165,559 1999 10,780 161,801 Thereafter 157,452 1,902,130 					 210,222 $2,776,956 							 ========== Less: Imputed interest (146,997) Net present value of capital lease obligations 63,225 Less: Current installments (803) Long-term, excluding current installments $ 62,422 				 	========== On the Consolidated Balance Sheet the long-term and short-term obligations for capital leases are included in Long-term Debt and Current Installments of Long-term Debt, respectively. The assets recorded at January 29, 1995 and January 30, 1994, net of amortization, in Net Property and Equipment amounted to $68,647,000 and $40,608,000, respectively. Note SIX Employee Benefit Plans During fiscal 1988, the Company established a leveraged Employee Stock Ownership Plan and Trust (ESOP) covering substantially all full-time employees. At January 29, 1995, the ESOP held a total of 7,558,551 shares of the Company's common stock in trust for plan participants. The ESOP purchased the shares in the open market with the proceeds of loans obtained from the Company during fiscal 1992, 1990 and 1989 totaling $81,442,000. Of that amount, the Company borrowed $20,000,000 during 1988 in a private placement (see note 2), which in turn was loaned to the ESOP for the purpose of purchasing the shares. The additional $61,442,000 loaned to the ESOP was funded by cash from operations of the Company. Outstanding loans totalling $31,810,000 to the ESOP are due and payable to the Company in varying amounts from 1995 through 2001. The Company's Board of Directors authorized loans to the ESOP up to $90,000,000. The Company may advance funds to the ESOP so that the ESOP may purchase up to an additional $8,558,000 of the Company's stock in the open market at prices the ESOP deems desirable. The Company's common stock purchased by the ESOP is held in a "suspense account" as collateral for amounts loaned by the Company. The Company makes annual contributions to the ESOP at the discretion of its Board of Directors which the plan trustee is required to use to make loan interest and principal payments to the Company. When the Company commits to make contributions to the ESOP, a portion of the common stock is released from the "suspense account" and allocated to participating employees. As of January 29, 1995, 5,296,862 shares had been allocated to participating employees, 433,295 shares were committed to be released, and 1,828,394 shares were held in suspense by the trustee. Any dividends on unallocated shares are used to service the ESOP's debt, to pay expenses of the ESOP, to purchase additional shares of the Company or to purchase other investments. The unpaid portion of the ESOP's obligation to the Company is recorded as a reduction of stockholders' equity. The Company's contributions to the ESOP were $12,500,000, $6,000,000 and $8,200,000 for the fiscal years 1994, 1993 and 1992, respectively. The Company adopted a non-qualified ESOP Restoration Plan in fiscal 1994. The primary purpose of the Plan is to provide certain employees deferred compensation that they would have received under the ESOP if not for the maximum compensation limits under the Internal Revenue Code of 1986, as amended. The Company plans to establish a "rabbi trust" to fund the benefits under the ESOP Restoration Plan. Compensation expense for 1994 related to this plan was not significant. Funds to be provided to the trust will primarily be used to purchase shares of the Company's common stock on the open market. Note SEVEN Investments The Company's investments are all classified as available for sale and consisted of the following at January 29, 1995 and January 30, 1994 (in thousands): 		 			January 29, 1995 January 30, 1994 			 ------------------------------------------------ ------------------------------------------------- 			 		 Gross Gross Gross Gross 			 Amortized unrealized unrealized Fair Amortized unrealized unrealized Fair 			 cost gains losses value cost gains losses value 			 ------------------------------------------------- ------------------------------------------------- Tax exempt notes and bonds $ 95,079 $ - $1,431 $ 93,648 $104,996 $ 482 $ 12 $105,466 U.S. Treasury securities - - - - 61,286 449 18 61,717 U.S. government agency securities 13,000 - 296 12,704 74,940 157 200 74,897 Commercial paper - - - - 16,496 3 61 16,438 Certificates of deposit - - - - 30,000 - 189 29,811 Corporate obligations 13,900 - 139 13,761 209,903 2,479 211 212,171 Preferred stock 14,998 - 301 14,697 46,831 271 4 47,098 Corporate Asset- backed securities 6,415 - 127 6,288 61,288 389 320 61,357 Other 13,636 - - 13,636 6,859 35 - 6,894 - ----------------------------------------------------------------------------------------------------------------------------------- 			 157,028 - 2,294 154,734 612,599 4,265 1,015 615,849 - ----------------------------------------------------------------------------------------------------------------------------------- Short-term, including current maturities of long-term investments 57,345 - 633 56,712 330,976 2,322 774 332,524 Long-term investments 99,683 - 1,661 98,022 281,623 1,943 241 283,325 - ----------------------------------------------------------------------------------------------------------------------------------- Total $157,028 - $2,294 $154,734 $612,599 $4,265 $1,015 $615,849 Proceeds from sale of investments available for sale during the year ended January 29, 1995 were $526,696,000. Gross gains of $1,638,000 and gross losses of $1,251,000 were realized on those sales. Maturities of investment securities classified as available for sale were as follows at January 29, 1995 (in thousands): 					Amortized Cost Fair Value Due within one year $ 52,842 $ 52,323 Due after one year through five years 99,683 98,022 Mortgage-backed securities not due at a single date 4,503 4,389 - ---------------------------------------------------------------------------- 					$157,028 $154,734 					=================================== Note EIGHT Commitments and Contingencies At January 29, 1995, the Company was contingently liable for approximately $131,896,000 under outstanding letters of credit issued in connection with purchase commitments. The Company has litigation arising from the normal course of business. In management's opinion this litigation will not materially affect the Company's consolidated results of operations. Note NINE Acquisition of Interest in Canadian Company Effective February 28, 1994, the Company entered into a partnership and, as a result, acquired 75 percent of Aikenhead's Home Improvement Warehouse which was operating seven warehouse-style home improvement stores in Toronto, London and Kitchener, Ontario, Canada. Subsequent to the acquisition, the partnership has opened five stores which include one store each in Edmonton and Calgary, Alberta and Toronto, Ontario, and two stores in Vancouver, British Columbia. At any time after the sixth anniversary of the purchase, the Company has the option to purchase, or the other partner has the right to cause the Company to purchase, the remaining 25 percent of the Canadian company. The option price is based on the lesser of fair market value or a value to be determined by an agreed-upon formula as of the option exercise date. The purchase price paid for the 75 percent interest in the Canadian company was approximately $161,548,000 and was accounted for by the purchase method of accounting. Accordingly, results of the partnership's operations have been included with those of the Company from the date of acquisition. The excess purchase price over the estimated fair value of the net assets as of the acquisition date of $66,800,000 has been recorded as goodwill and will be amortized over 40 years. Proforma results of operations did not have a significant impact on historical results of the Company and, therefore, are not presented. Note TEN Quarterly Financial Data (Unaudited) The following is a summary of the unaudited quarterly results of operations for the fiscal years ended January 29, 1995 and January 30, 1994 (in thousands, except per share data): 		Net earnings 							Percent per common 							increase in and common 							comparable Gross Net equivalent 			Net sales store sales profit earnings share 				 	------------------------------------------------------------------------------- Fiscal year ended January 29, 1995: First Quarter $ 2,872,129 7% $ 808,757 $139,734 $ .31 Second Quarter 3,287,036 6% 895,817 178,014 .39 Third Quarter 3,240,050 9% 880,568 140,774 .31 Fourth Quarter 3,077,482 8% 900,351 145,979 .32 			------------------------------------------------------------------------------------- 	 				$ 12,476,697 8% $ 3,485,493 $604,501 $1.32 			===================================================================================== Fiscal year ended January 30, 1994: First Quarter $ 2,180,218 7% $ 601,700 $106,799 $ .24 Second Quarter 2,453,756 9% 661,834 134,504 .30 Third Quarter 2,317,372 6% 626,186 103,418 .23 Fourth Quarter 2,287,417 6% 663,659 112,680 .25 			 ------------------------------------------------------------------------------------- 					$ 9,238,763 7% $ 2,553,379 $457,401 $1.01 			 ===================================================================================== Independent Auditors' Report The Board of Directors and Stockholders The Home Depot, Inc.: We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and subsidiaries as of January 29, 1995 and January 30, 1994, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended January 29, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Home Depot, Inc. and subsidiaries as of January 29, 1995 and January 30, 1994, and the results of their operations and their cash flows for each of the years in the three-year period ended January 29, 1995 in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Atlanta, Georgia March 10, 1995