Ten Year Selected Financial and Operating Highlights The Home Depot, Inc. and Subsidiaries Amounts in thousands, except where noted 			 5 Year Annual 10 Year Annual 			 Compound Compound 			 Growth Rate Growth Rate 1995 1994 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------------- Statement of Earnings Data Net sales 32.3% 36.3% $15,470,358 $12,476,697 $9,238,763 $7,148,436 $5,136,674 Net sales increase - % - - 24.0 35.0 29.2 39.2 34.6 Earnings before taxes 35.7 58.9 1,195,303 979,751 736,871 575,973 396,120 Net earnings 35.0 56.6 731,523 604,501 457,401 362,863 249,150 Net earnings increase - % - - 21.0 32.2 26.1 45.6 52.5 Net earnings per share ($) 27.9 48.3 1.54 1.32 1.01 .82 .60 Net earnings per share increase - % - - 16.7 30.5 23.2 36.7 33.3 Weighted average number of shares 5.7 6.5 477,977 475,947 453,037 444,989 415,997 Gross margin - % to sales - - 27.7 27.9 27.7 27.6 28.1 Store selling and operating - % to sales - - 18.0 17.8 17.6 17.4 18.1 Pre-opening - % to sales - - .4 .4 .4 .4 .3 General and administrative- %to sales - - 1.7 1.8 2.0 2.1 2.3 Net interest (expense) income - % to sales - - (.1) (.1) .3 .4 .3 Earnings before taxes - % to sales - - 7.7 7.8 8.0 8.1 7.7 Net earnings - % to sales - - 4.7 4.8 5.0 5.1 4.8 - ---------------------------------------------------------------------------------------------------------------------------- Balance Sheet Data and Financial Ratios Total assets 35.0% 34.5% $ 7,354,033 $ 5,778,041 $4,700,889 $3,931,790 $2,510,292 Working capital 33.1 30.0 1,255,487 918,724 993,963 807,028 623,937 Mdse. inventories 33.8 30.5 2,180,318 1,749,312 1,293,477 939,824 662,257 Net property and equipment 38.4 39.4 4,461,024 3,397,237 2,370,904 1,607,984 1,254,774 Long-term debt 6.3 13.7 720,080 983,369 874,048 843,672 270,575 Stockholders' equity 48.8 49.6 4,987,766 3,442,223 2,814,100 2,304,081 1,691,212 Book value per share ($) 40.2 40.4 10.45 7.59 6.26 5.20 4.01 Long-term debt to equity - % - - 14.4 28.6 31.1 36.6 16.0 Current ratio - - 1.89:1 1.76:1 2.02:1 2.07:1 2.17:1 Inventory turnover - - 5.5x 5.7x 5.9x 6.3x 6.1x Return on average equity - % - - 17.4 19.3 17.9 18.1 18.5 - ---------------------------------------------------------------------------------------------------------------------------- Statement of Cash Flows Data Depreciation and amortization 39.4% 42.6% $ 181,205 $ 129,609 $ 89,839 $ 69,536 $ 52,283 Capital expenditures 26.7 29.4 1,308,375 1,220,180 900,452 437,278 432,198 Cash dividends per share ($) - - .19 .15 .11 .08 .05 - ---------------------------------------------------------------------------------------------------------------------------- Customer and Store Data Number of states 20.9% 16.0% 31 28 23 19 15 Number of Canadian provinces - - 3 3 - - - Number of stores 23.9 23.8 423 340 264 214 174 Square footage at year-end 27.3 27.2 44,356 35,133 26,383 20,897 16,480 Change in square footage - % - - 26.3 33.2 26.3 26.8 24.1 Average square footage per store - - 105 103 100 98 95 Number of customer transactions 26.9 31.8 370,317 302,181 236,101 189,493 146,221 Average sale per transaction ($) 4.2 3.3 41.78 41.29 39.13 37.72 35.13 Number of employees 30.3 31.1 80,800 67,300 50,600 38,900 28,000 - ---------------------------------------------------------------------------------------------------------------------------- Other Data Average total company weekly sales 32.8% 36.3% $ 297,507 $ 239,936 $ 177,669 $ 137,470 $ 98,782 Weighted average weekly sales per operating store 6.8 8.7 787 802 764 724 633 Comparable store sales increase - % (2) - - 3 8 7 15 11 Weighted average sales per square foot ($) (2) 3.9 5.7 390 404 398 387 348 Net advertising expense - % to sales - - .5 .5 .5 .5 .7 (1) Fiscal year 1990 consisted of 53 weeks, all other years reported consisted of 52 weeks. (2) Adjusted to reflect the first 52 weeks of the 53-week fiscal year in 1990. Management's Discussion and Analysis of Results of Operations and Financial Condition THE HOME DEPOT, INC. AND SUBSIDIARIES The data below reflect selected sales data, the percentage relationship between sales and major categories in the Consolidated Statement of Earnings and the percentage change in the dollar amounts of each of the items. 											Percentage 											Increase (Decrease) 											of Dollar Amounts 						 Fiscal Year(1) ------------------------ 						 -------------- 1995 1994 					1995 1994 1993 vs. 1994 vs. 1993 					------------------------------------------------------------------------ Selected Consolidated Statements of Earnings Data Net Sales 100.0% 100.0% 100.0% 24.0% 35.0% - ----------------------------------------------------------------------------------------------------------------- Gross Profit 27.7 27.9 27.7 23.0 36.5 - ----------------------------------------------------------------------------------------------------------------- Operating Expenses: Selling and Store Operating 18.0 17.8 17.6 25.6 36.4 Pre-Opening 0.4 0.4 0.4 2.0 39.4 General and Administrative 1.7 1.8 2.0 16.9 24.6 - ----------------------------------------------------------------------------------------------------------------- Total Operating Expenses 20.1 20.0 20.0 24.3 35.3 - ----------------------------------------------------------------------------------------------------------------- Operating Income 7.6 7.9 7.7 19.5 39.7 Interest Income (Expense): Interest and Investment Income 0.1 0.2 0.6 (31.3) (53.2) Interest Expense - (0.3) (0.3) (88.5) 17.0 - ----------------------------------------------------------------------------------------------------------------- Interest, Net 0.1 (0.1) 0.3 (307.7) (124.7) - ----------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 7.7 7.8 8.0 22.0 33.0 Income Taxes 3.0 3.0 3.0 23.6 34.3 - ----------------------------------------------------------------------------------------------------------------- Net Earnings 4.7% 4.8% 5.0% 21.0% 32.2% - ----------------------------------------------------------------------------------------------------------------- Selected Consolidated Sales Data Number of Transactions 370,317,000 302,181,000 236,101,000 22.5% 28.0% Average Amount of Sale Per Transaction $ 41.78 $ 41.29 $ 39.13 1.2 5.5 Weighted Average Weekly Sales Per Operating Store $787,000 $802,000 $764,000 (1.9) 5.0 Weighted Average Sales Per Square Foot $ 390.32 $ 404.04 $ 398.18 (3.4) 1.5 - ----------------------------------------------------------------------------------------------------------------- (1)Fiscal years 1995, 1994 and 1993 refer to the fiscal years ended January 28, 1996, January 29, 1995 and January 30, 1994, respectively. 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 28, 1996 Compared to January 29, 1995 Sales for fiscal year 1995 increased 24% from $12,476,697,000 in fiscal 1994 to $15,470,358,000. This increase was attributable to, among other things, 83 new store openings, five store relocations, a 3% comparable store-for- store sales increase and full year sales from the 69 new store openings during fiscal 1994. Gross profit as a percent of sales was 27.7% for fiscal 1995 compared to 27.9% for fiscal 1994. This lower gross profit percentage resulted primarily from maintaining competitive pressure in many markets as well as changes in merchandise mix. Operating expenses as a percent of sales increased to 20.1% for fiscal 1995 compared to 20.0% in fiscal 1994. Selling and store operating expenses as a percent of sales increased to 18.0% in fiscal 1995 compared to 17.8% in fiscal 1994. This increase was attributable to, among other things, higher store payroll expenses due to higher average hourly wage rates resulting from a greater percentage of long-term associates versus new hires and higher credit card costs due to a greater percentage of credit sales. The increase in selling and store operating expenses as a percent of sales was partially offset by lower general and administrative expenses as a percent of sales due to continued emphasis on controlling costs. Interest and investment income as a percent of sales decreased to 0.1% in fiscal 1995 compared to 0.2% during fiscal 1994. This decrease was attributable to a lower investment base due to the utilization of funds for capital expansion, partially offset by higher yields. Interest expense as a percent of sales decreased to 0.0% for fiscal 1995 compared to 0.3% for fiscal 1994. This decrease was attributable to the conversion to common stock of the 4-1/2% Convertible Subordinated Notes on March 31, 1995 and higher capitalized interest. The Company's combined Federal and state effective income tax rate was 38.8% for fiscal 1995 compared to 38.3% for fiscal 1994. This increase was attributable to lower tax-advantaged investments, a higher effective state income tax rate and the expiration of targeted job tax credits. Net earnings as a percent of sales was 4.7% for fiscal 1995 compared to 4.8% for fiscal 1994, reflecting lower gross profits, higher operating expenses and a higher effective income tax rate, partially offset by lower interest expense, as described above. Earnings per share was $1.54 for fiscal 1995 compared to $1.32 for fiscal 1994. 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. 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% in 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. 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 90 to 95 new stores and relocate six existing stores during fiscal 1996. It is anticipated that approximately 80% of these locations will be owned and the balance will be leased. The Company also plans to open approximately 123 stores, including relocations, in fiscal 1997. Although some of these locations may be newly leased, it is expected that most will be obtained during fiscal 1996 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 $12,900,000 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 $3,000,000 per store. In addition, each new store will require approximately $3,200,000 to finance inventories, net of vendor financing. During fiscal 1995, the Company expanded its commercial paper program up to a maximum of $800,000,000 of which $620,000,000 was outstanding as of January 28, 1996. In connection with the program, the Company has a back-up credit facility with a consortium of banks for up to $800,000,000. The facility expires in December 2000. The facility contains various restrictive covenants, none of which is expected to impact the Company's liquidity or capital resources. As of January 28, 1996, the Company had $108,025,000 in cash and cash equivalents and short-term investments as well as $25,436,000 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. Recent Accounting Pronouncements In October 1995, Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) was issued. SFAS 123 encourages companies to adopt a fair value based method of accounting for stock-based compensation plans in place of the intrinsic value based method provided for by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Companies which continue to apply the provisions of APB 25 must make pro forma disclosures in the notes to their financial statements of net income and earnings per share as if the fair value based method of accounting defined in SFAS 123 had been applied. The Company plans to adopt SFAS 123 in fiscal year 1996 on a pro forma disclosure basis. In March 1995, Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121) was issued. SFAS 121 establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles and goodwill related to those assets to be held and used, or to be disposed of. The Company does not believe the adoption of SFAS 121 in fiscal year 1996 will have a significant impact on the Company's financial condition or results of operations. 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 28, January 29, January 30, 							1996 1995 1994 - ---------------------------------------------------------------------------------------------------- Net Sales $15,470,358 $12,476,697 $9,238,763 Cost of Merchandise Sold 11,184,772 8,991,204 6,685,384 - ---------------------------------------------------------------------------------------------------- 		Gross Profit 4,285,586 3,485,493 2,553,379 - ---------------------------------------------------------------------------------------------------- Operating Expenses: 	Selling and Store Operating 2,783,926 2,216,540 1,624,920 	Pre-Opening 52,342 51,307 36,816 	General and Administrative 269,464 230,456 184,954 - ---------------------------------------------------------------------------------------------------- 		Total Operating Expenses 3,105,732 2,498,303 1,846,690 - ---------------------------------------------------------------------------------------------------- 		Operating Income 1,179,854 987,190 706,689 - ---------------------------------------------------------------------------------------------------- Interest Income (Expense): 	Interest and Investment Income 19,597 28,510 60,896 	Interest Expense (note 2) (4,148) (35,949) (30,714) - ---------------------------------------------------------------------------------------------------- 		Interest, Net 15,449 (7,439) 30,182 - ---------------------------------------------------------------------------------------------------- 		Earnings Before Income Taxes 1,195,303 979,751 736,871 Income Taxes (note 3) 463,780 375,250 279,470 - ---------------------------------------------------------------------------------------------------- 		Net Earnings $ 731,523 $ 604,501 $ 457,401 - ---------------------------------------------------------------------------------------------------- Earnings Per Common and Common Equivalent Share $ 1.54 $ 1.32 $ 1.01 - ---------------------------------------------------------------------------------------------------- Weighted Average Number of Common 	and Common Equivalent Shares 477,977 475,947 453,037 - ---------------------------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Consolidated Balance Sheets THE HOME DEPOT, INC. AND SUBSIDIARIES AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA 								January 28, January 29, 								1996 1995 - ----------------------------------------------------------------------------------------------------- Assets Current Assets: 	Cash and Cash Equivalents $ 53,269 $ 1,154 	Short-Term Investments, including current 	maturities of long-term investments (note 7) 54,756 56,712 	Receivables, Net 325,384 272,225 	Merchandise Inventories 2,180,318 1,749,312 	Other Current Assets 58,242 53,560 - ----------------------------------------------------------------------------------------------------- 		Total Current Assets 2,671,969 2,132,963 - ----------------------------------------------------------------------------------------------------- Property and Equipment, at cost: 	Land 1,510,619 1,167,063 	Buildings 1,885,742 1,311,806 	Furniture, Fixtures and Equipment 857,082 634,173 	Leasehold Improvements 314,933 273,015 	Construction in Progress 308,365 289,157 	Capital Leases (notes 2 and 5) 92,154 72,054 - ----------------------------------------------------------------------------------------------------- 								 4,968,895 3,747,268 	Less Accumulated Depreciation and Amortization 507,871 350,031 - ----------------------------------------------------------------------------------------------------- 		Net Property and Equipment 4,461,024 3,397,237 Long-Term Investments (note 7) 25,436 98,022 Notes Receivable 54,715 32,528 Cost in Excess of the Fair Value of Net Assets Acquired, 	net of accumulated amortization of $10,536 at 	January 28, 1996 and $8,064 at January 29, 1995 87,238 88,513 Other 53,651 28,778 - ----------------------------------------------------------------------------------------------------- 								 $7,354,033 $5,778,041 - ----------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity Current Liabilities: 	Accounts Payable $ 824,808 $ 681,291 	Accrued Salaries and Related Expenses 198,208 192,151 	Sales Taxes Payable 113,066 101,011 	Other Accrued Expenses 242,859 208,377 	Income Taxes Payable 35,214 8,717 	Current Installments of Long-Term Debt (notes 2, 5 and 6) 2,327 22,692 - ----------------------------------------------------------------------------------------------------- 		Total Current Liabilities 1,416,482 1,214,239 - ----------------------------------------------------------------------------------------------------- Long-Term Debt, excluding current installments (notes 2, 5 and 6) 720,080 983,369 Other Long-Term Liabilities 115,917 67,953 Deferred Income Taxes (note 3) 37,225 19,258 Minority Interest (note 9) 76,563 50,999 Stockholders' Equity (notes 2 and 4): 	Common Stock, par value $0.05. Authorized: 1,000,000,000 	shares; issued and outstanding - 	477,106,000 shares at January 28, 1996 and 453,365,000 	shares at January 29, 1995 23,855 22,668 	Paid-in Capital 2,407,815 1,526,463 	Retained Earnings 2,579,059 1,937,284 	Cumulative Translation Adjustments (6,131) (10,887) 	Unrealized Loss on Investments, Net (47) (1,495) - ----------------------------------------------------------------------------------------------------- 								 5,004,551 3,474,033 	Less: Notes Receivable From ESOP (note 6) 16,539 31,810 	 Shares Held in Employee Benefit Trust 246 - - ----------------------------------------------------------------------------------------------------- 	Total Stockholders' Equity 4,987,766 3,442,223 - ----------------------------------------------------------------------------------------------------- Commitments and Contingencies (notes 5, 8 and 9) 								 $7,354,033 $5,778,041 - ----------------------------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Consolidated Statements of Stockholders' Equity THE HOME DEPOT, INC. AND SUBSIDIARIES FISCAL YEARS ENDED JANUARY 28, 1996, JANUARY 29, 1995 AND JANUARY 30, 1994 AMOUNTS IN THOUSANDS, EXCEPT PERSHARE DATA 									 									 Cumula- Unreal- 									 tive ized Shares 									 Transla- Loss on Held in Total 				 Common Stock tion Invest- Notes Employee Stock- 				 ------------- Paid-in Retained Adjust- ments, Receivable Benefit holders 				 Shares Amount Capital Earnings ments Net from ESOP Trust Equity - --------------------------------------------------------------------------------------------------------------------------------- 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) $ - $2,814,100 - --------------------------------------------------------------------------------------------------------------------------------- Shares Sold Under Employee Stock 	Purchase and Option Plans, 	Net of Retirements (note 4) 4,001 200 77,720 - - - - - 77,920 Tax Effect of Sale of Option Shares 	by Employees - - 12,709 - - - - - 12,709 Cumulative Translation Adjustments - - - - (10,766) - - - (10,766) Repayments of Notes Receivable 	from ESOP (note 6) - - - - - - 13,041 - 13,041 Conversion of 4H% Convertible 	Subordinated Notes, Net (note 2) - - 5 - - - - - 5 Unrealized Loss on Investments, 	Net (note 7) - - - - - (1,495) - - (1,495) Net Earnings - - - 604,501 - - - - 604,501 Cash Dividends ($.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) $ - $3,442,223 - --------------------------------------------------------------------------------------------------------------------------------- Shares Sold Under Employee Stock 	Purchase and Option Plans, 	Net of Retirements (note 4) 2,967 148 68,310 - - - - - 68,458 Tax Effect of Sale of Option Shares 	by Employees - - 9,728 - - - - - 9,728 Cumulative Translation Adjustments - - - - 4,756 - - - 4,756 Repayments of Notes Receivable 	from ESOP (note 6) - - - - - - 15,271 - 15,271 Conversion of 4H% Convertible 	Subordinated Notes, 	Net (note 2) 20,774 1,039 803,314 - - - - - 804,353 Unrealized Gain on Investments, Net - - - - - 1,448 - - 1,448 Shares Purchased by 	Employee Benefit Trust - - - - - - - (246) (246) Net Earnings - - - 731,523 - - - - 731,523 Cash Dividends ($.19 per share) - - - (89,748) - - - - (89,748) - --------------------------------------------------------------------------------------------------------------------------------- Balance, January 28, 1996 477,106 $23,855 $2,407,815 $2,579,059 $(6,131) $ (47) $(16,539) $(246) $4,987,766 - --------------------------------------------------------------------------------------------------------------------------------- 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 28, January 29, January 30, 							1996 1995 1994 - --------------------------------------------------------------------------------------------------- Cash Provided From Operations: Net Earnings $ 731,523 $ 604,501 $ 457,401 Reconciliation of Net Earnings to Net Cash Provided by Operations: Depreciation and Amortization 181,205 129,609 89,839 Deferred Income Tax Expense (Benefit) 17,976 (2,468) 12,578 Increase in Receivables, Net (69,907) (69,023) (36,658) Increase in Merchandise Inventories (429,270) (405,197) (353,653) Increase in Accounts Payable and Accrued Expenses 215,633 280,056 200,977 Increase (Decrease) in Income Taxes Payable 36,159 (11,126) 36,143 Other 29,661 (10,870) (10,120) - --------------------------------------------------------------------------------------------------- Net Cash Provided by Operations 712,980 515,482 396,507 - --------------------------------------------------------------------------------------------------- Cash Flows From Investing Activities: Capital Expenditures, Net of $30,271, $31,183 and $36,294 of non-cash capital expenditures in fiscal 1995, 1994 and 1993, respectively (1,278,104) (1,100,654) (864,158) Acquisition of Canadian Partnership Interest - (161,548) - Proceeds from Sales of Property and Equipment 29,357 49,718 35,070 Sales and Maturities of Short-Term Investments, Net 56,856 96,007 14,903 Purchase of Long-Term Investments - (94,442) (840,361) Proceeds from Maturities of Long-Term Investments 6,288 50,251 269,988 Proceeds from Sale of Long-Term Investments 13,566 403,738 929,598 Advances Secured by Real Estate, Net (4,955) 2,650 5,681 Net Cash Used in Investing Activities (1,176,992) (754,280) (449,279) Cash Flows From Financing Activities: Proceeds from Commercial Paper 520,000 100,000 - Repayments of Notes Receivable from ESOP 15,271 13,041 6,585 Principal Repayments of Long-Term Debt (22,817) (2,175) (2,006) Proceeds from Sale of Common Stock, Net 68,458 77,926 76,789 Cash Dividends Paid to Stockholders (89,748) (67,792) (50,343) Minority Interest Contributions to Partnership 24,577 19,031 - - --------------------------------------------------------------------------------------------------- Net Cash Provided by Financing Activities 515,741 140,031 31,025 - --------------------------------------------------------------------------------------------------- Effect of Exchange Rate Changes on Cash 386 (76) - Increase (Decrease) in Cash and Cash Equivalents 52,115 (98,843) (21,747) Cash and Cash Equivalents at Beginning of Year 1,154 99,997 121,744 - --------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ 53,269 $ 1,154 $ 99,997 - --------------------------------------------------------------------------------------------------- Supplemental Disclosure of Cash Payments Made For: Interest (net of interest capitalized) $ 21,685 $ 30,537 $ 28,778 Income Taxes $ 407,643 $ 393,915 $ 228,968 - --------------------------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Notes to Consolidated Financial Statements THE HOME DEPOT, INC. AND SUBSIDIARIES NOTE One Summary of Significant Accounting Policies The Home Depot operates full-service, warehouse-style stores averaging approximately 105,000 square feet in size. The stores stock approximately 40,000 to 50,000 different kinds of building materials, home improvement supplies and lawn and garden products which are sold primarily to do-it-yourselfers, but also to home improvement, construction, and building maintenance professionals. At the end of fiscal 1995, The Home Depot operated 404 stores in 31 states in the United States and 19 stores in three Canadian provinces. Included in the Company's Consolidated Balance Sheet at January 28, 1996 are $293,971,000 of net assets of the Canadian operations. Fiscal Year - The Company's fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal years 1995, 1994 and 1993, which ended January 28, 1996, January 29, 1995 and January 30, 1994 respectively, consisted of 52 weeks. Basis of Presentation - The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and majority owned partnership. 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 No. 115) "Accounting for Certain Investments in Debt & 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 until realized. The cost of investments sold is determined using the specific identification method. Estimated market 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 year 1993, the Company valued its short-term investments, consisting of primarily 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 were recorded as a reduction of income taxes. 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. 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 in excess of the fair value of net assets acquired is being amortized on a straight-line basis over 40 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. Notes Receivable - Notes receivable which are issued to real estate developers in connection with development and construction of stores and underlying real estate are recorded at cost, less an allowance for impaired notes receivable when necessary. 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. The Company's 41/2% Convertible Subordinated Notes (the "41/2% Notes"), issued in 1992, were common stock equivalents prior to their conversion in March 1995. For the 1995 and 1994 fiscal years the Notes were dilutive and are assumed to be converted as of the beginning of the accounting periods 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 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 issued upon conversion of the Notes. In fiscal year 1993, the 41/2% Notes were dilutive but had no impact on earnings per share. 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 not material. Use of Estimates - Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from these estimates. 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 28, 1996 January 29, 1995 - ---------------------------------------------------------------------------------------- 4-1/2% Convertible Subordinated Notes, converted into shares of common stock of the Company at a conversion price of $38.75 per share during March 1995. $ - $ 804,985 Commercial Paper, with a weighted average interest rate of 5.67% at January 28, 1996 and 5.9% at January 29, 1995. 620,000 100,000 Capital Lease obligations payable in varying installments through January 31, 2018 (see note 5). 82,513 63,225 7.95% Unsecured Note, repaid on September 1, 1995, incurred in connection with the establishment of a leveraged Employee Stock Ownership Plan and Trust (see note 6). - 20,000 Variable Rate Industrial Revenue Bonds, secured by letters of credit or land, interest rates averaging 3.7% during fiscal 1995, payable in varying installments through 1999, $3,000 payable on December 1, 2010 and $5,200 payable on September 1, 2011. 9,367 9,966 Installment Notes Payable, interest imputed at rates between 8.0% and 11.5%, payable in varying installments through 2014. 10,089 7,419 Other 438 466 - ---------------------------------------------------------------------------------------- Total long-term debt 722,407 1,006,061 Less current installments 2,327 22,692 - ---------------------------------------------------------------------------------------- Long-term debt, excluding current installments $720,080 $ 983,369 - ---------------------------------------------------------------------------------------- During fiscal 1995, holders of the Company's 4H% Notes converted a total principal amount of $804,985,000 into 20,774,000 shares of the Company's common stock. As a result of this transaction, the total principal amount converted, net of unamortized expenses of the original debt issue, was credited to common stock at par and additional paid-in capital in the amount of $804,353,000. All of the 4H% Notes were redeemed for shares. 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. In December 1995, the Company amended the Commercial Paper program and the back-up credit facility to increase the maximum amount available to $800,000,000. The back-up credit facility expires December 20, 2000. The Commercial Paper borrowings are classified as long-term as it is the Company's intention to refinance them on a long-term basis. Covenants related to the back-up credit facility place limitations on total Company indebtedness, subsidiary indebtedness and on liens. As of January 28, 1996, the Company was in compliance with all restrictive covenants. 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 $20,767,000 in fiscal 1995, $17,559,000 in fiscal 1994 and $13,912,000 in fiscal 1993. Maturities of long-term debt are $2,327,000 for fiscal 1996, $1,698,000 for fiscal 1997, $5,030,000 for fiscal 1998, $6,116,000 for fiscal 1999 and $621,848,000 for fiscal 2000. The estimated fair value of commercial paper borrowings approximate their carrying value. The estimated fair value of all other long-term borrowings was approximately $129,340,000 as compared to its carrying value of $102,407,000. These fair values were estimated using a discounted cash flow analysis based on the Company's incremental borrowing rate for similar liabilities. 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. The provision for income taxes from operations consists of the following (in thousands): 					Fiscal Year Ended 		 --------------------------------------------------------- 		 January 28, 1996 January 29, 1995 January 30, 1994 Current: Federal $391,111 $330,232 $236,888 State 54,693 47,486 32,134 - ----------------------------------------------------------------------------- 			 445,804 377,718 269,022 - ----------------------------------------------------------------------------- Deferred: Federal 15,021 (1,875) 10,212 State 2,955 (593) 2,366 - ----------------------------------------------------------------------------- 			 17,976 (2,468) 12,578 - ----------------------------------------------------------------------------- 	 Total $463,780 $375,250 $281,600 - ----------------------------------------------------------------------------- The Company's combined Federal and state effective tax rate from operations for fiscal years 1995, 1994 and 1993, net of offsets generated by targeted jobs tax credits, were approximately 38.8%, 38.3% and 38.2%, respectively. The 1995, 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 of 35% to actual tax expense from operations for the applicable fiscal years follows (in thousands): 					 Fiscal Year Ended 		 --------------------------------------------------------- 		 January 28, 1996 January 29, 1995 January 30, 1994 - ----------------------------------------------------------------------------- Income taxes at Federal statutory rate $418,356 $342,913 $257,905 State income taxes, net of Federal income tax benefit 37,471 30,480 22,425 Other, net 7,953 1,857 1,270 - ----------------------------------------------------------------------------- 	 Total $463,780 $375,250 $281,600 - ----------------------------------------------------------------------------- The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of January 28, 1996 and January 29, 1995 are as follows (in thousands): 						 Fiscal Year Ended 					---------------------------------------- 					January 28, 1996 January 29, 1995 - -------------------------------------------------------------------------------- Deferred Tax Assets: Accrued self-insurance liabilities $ 54,489 $ 40,906 Other accrued liabilities 36,359 28,061 - --------------------------------------------------------------------------------- 	Net deferred tax assets 90,848 68,967 - --------------------------------------------------------------------------------- Deferred Tax Liabilities: Accelerated depreciation (110,342) (77,061) Other (17,731) (11,164) - --------------------------------------------------------------------------------- 	Total gross deferred liabilities (128,073) (88,225) 	Net deferred tax liability $ (37,225) $(19,258) - --------------------------------------------------------------------------------- No valuation allowance was recorded against the deferred tax assets at January 28, 1996, January 29, 1995 or January 30, 1994. 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. 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 associates, officers and directors. Under the Employee Incentive Stock Option Plan of 1981, options for 43,362,139 shares, net of cancellations (of which 42,726,972 had been exercised), have been granted at $.16 to $18.83 per share as of January 28, 1996. 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 597,409 had been exercised), have been granted at $1.53 to $9.86 per share as of January 28, 1996. Such options may be exercised at varying rates commencing on the first 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 10,070,801 shares, net of cancellations (of which 798,149 had been exercised), have been granted at $24.50 to $48.94 per share. As of January 28, 1996, the maximum number of shares available under this plan for future grants was 38,399,223. The following summarizes shares outstanding under the plans at January 28, 1996, January 29, 1995, and January 30, 1994 and changes during the fiscal years then ended (in thousands of shares): 						Number Average 						of Shares Option Price - --------------------------------------------------------------------------------- Outstanding at January 31, 1993 12,455 $14.89 Granted 1,831 44.51 Exercised (4,307) 7.42 Cancelled (332) 24.92 - --------------------------------------------------------------------------------- Outstanding at January 30, 1994 9,647 23.50 Granted 1,981 39.29 Exercised (2,631) 10.66 Cancelled (306) 35.35 - --------------------------------------------------------------------------------- Outstanding at January 29, 1995 8,691 30.57 Granted 7,208 40.37 Exercised (1,921) 15.73 Cancelled (3,988) 43.43 - --------------------------------------------------------------------------------- Outstanding at January 28, 1996 9,990 $35.37 - --------------------------------------------------------------------------------- Exercisable 3,206 $31.22 - --------------------------------------------------------------------------------- In addition, the Company had 6,287,906 shares available for future grants under the Employee Stock Purchase Plan at January 28, 1996. This plan enables the Company to grant substantially all full-time associates options to purchase up to 22,137,500 shares of common stock, of which 15,849,594 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 associate'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. Associates 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 associate elects not to exercise such options, the full amount withheld is refundable. During fiscal 1995, options for 1,087,554 shares were exercised at an average price of $36.88 per share. At January 28, 1996, 885,053 options were outstanding, net of cancellations, at an average price of $34.03 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. During 1995, the Company entered into two operating lease agreements in which the Company will lease an import distribution facility, including its related equipment, and an office building for store support associates. The initial lease terms are five and seven years, respectively, with five five-year renewal options for the distribution facility and one five-year renewal option for the office building. Both leases provide for substantial residual value guarantees and include purchase options at the higher of the cost or fair market value for the assets under the import distribution facility lease and at cost for the office building. The maximum amount of the residual value guarantees relative to the assets under these leases is projected to be $128,420,000. Once the leased assets are placed into service, the Company will estimate its liability under the residual value guarantees and will record additional rent expense on a straight-line basis over the remaining lease terms. Total rent expense, net of minor sublease income for the fiscal years ended January 28, 1996, January 29, 1995 and January 30, 1994 amounted to $199,710,000, $164,381,000 and $137,252,000, 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 28, 1996, January 29, 1995 and January 30, 1994 were approximately $9,068,000, $9,744,000 and $8,370,000, respectively. The approximate future minimum lease payments under capital and operating leases at January 28, 1996 are as follows (in thousands): Fiscal Year Capital Leases Operating Leases - ------------------------------------------------------------------------ 1996 $ 13,246 $ 219,334 1997 13,246 220,023 1998 13,252 203,188 1999 13,320 192,166 2000 13,637 176,894 Thereafter 200,368 2,216,857 - ------------------------------------------------------------------------ 					 267,069 $3,228,462 							 ---------- Less: Imputed interest (184,556) - ---------------------------------------------------- Net present value of capital lease obligations 82,513 - ---------------------------------------------------- Less: Current installments (993) - ---------------------------------------------------- Long-term, excluding current installments $ 81,520 - ---------------------------------------------------- On the Consolidated Balance Sheet the short-term and long-term obligations for capital leases are included in Current Installments of Long-term Debt and Long-term Debt, respectively. The assets under capital lease recorded at January 28, 1996 and January 29, 1995, net of amortization, in Net Property and Equipment amounted to $85,987,000 and $68,647,000, respectively. NOTE Six Employee Stock Ownership Plan and Trust During fiscal 1988, the Company established a leveraged Employee Stock Ownership Plan and Trust (ESOP) covering substantially all full-time associates. At January 28, 1996, the ESOP held a total of 7,197,042 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. Loans totaling $16,539,000 to the ESOP are due and payable to the Company in varying amounts from 1996 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 common stock on 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 associates. As of January 28, 1996, 5,471,885 shares had been allocated to participating employees, 809,048 shares were committed to be released, and 916,109 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's common stock 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 $14,000,000, $12,500,000 and $6,000,000 for the fiscal years 1995, 1994 and 1993, respectively. The Company adopted a non-qualified ESOP Restoration Plan in fiscal 1994. The primary purpose of the plan is to provide certain associates 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 has established a "rabbi trust" to fund the benefits under the ESOP Restoration Plan. Compensation expensed for fiscal years 1995 and 1994 related to this plan was not material. Funds provided to the trust are primarily 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 28, 1996 and January 29, 1995 (in thousands): 				January 28, 1996 January 29, 1995 		 ------------------------------------------------------------------------------------------------------------- 				 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 $56,138 $14 $ 20 $56,132 $ 95,079 $ - $1,431 $ 93,648 U.S. Treasury securities 229 - - 229 - - - - U.S. government agency securities - - - - 13,000 - 296 12,704 Corporate obligations 13,901 - 70 13,831 13,900 - 139 13,761 Preferred stock 10,000 - - 10,000 14,998 - 301 14,697 Corporate asset- backed securities - - - - 6,415 - 127 6,288 Other - - - - 13,636 - - 13,636 - --------------------------------------------------------------------------------------------------------------------------------- 		 80,268 14 90 80,192 157,028 - 2,294 154,734 - --------------------------------------------------------------------------------------------------------------------------------- Short-term, including current maturities of long-term investments 54,751 7 2 54,756 57,345 - 633 56,712 Long-term investments 25,517 7 88 25,436 99,683 - 1,661 98,022 - --------------------------------------------------------------------------------------------------------------------------------- Total $80,268 $14 $90 $80,192 $157,028 $ - $2,294 $154,734 - --------------------------------------------------------------------------------------------------------------------------------- Proceeds from sales of investments available for sale during the year ended January 28, 1996 were $30,721,000. Gross gains of $790,000 and gross losses of $69,000 were realized on those sales. Proceeds from sales of investments available for sale for 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 fiscal year 1994 sales. Maturities of investment securities classified as available for sale were as follows at January 28, 1996 and January 29, 1995 (in thousands): January 28, 1996 January 29, 1995 				-------------------------------------------------------- 				Amortized Fair Amortized Fair 				Cost Value Cost Value - ---------------------------------------------------------------------------------------- Due within one year $54,751 $54,756 $ 52,842 $ 52,323 Due after one year through five years 25,517 25,436 99,683 98,022 Mortgage-backed securities not due at a single date - - 4,503 4,389 - ---------------------------------------------------------------------------------------- 				$80,268 $80,192 $157,028 $154,734 - ---------------------------------------------------------------------------------------- NOTE Eight Commitments and Contingencies At January 28, 1996, the Company was contingently liable for approximately $108,215,000 under outstanding letters of credit issued in connection with purchase commitments. The Company is a defendant in a class action lawsuit 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 results of operations of the Company. The Company has other litigation arising from the normal course of business. In management's opinion, this litigation will not materially effect the Company's consolidated financial position or 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 12 additional stores which include two stores each in Edmonton and Calgary, Alberta, four stores in Toronto, Ontario, and four 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 in cash and was accounted for by the purchase method of accounting. Accordingly, results of the partnership's operation 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 $67,626,000 has been recorded as goodwill and is being amortized over 40 years. NOTE Ten Quarterly Financial Data, Unaudited The following is a summary of the unaudited quarterly results of operations for the fiscal years ended January 28, 1996 and January 29, 1995 (in thousands, except per share data): 					Percent Net earnings 	 				increase in per common 		 			comparable Gross Net and common 			Net sales store sales profit earnings equivalent share - -------------------------------------------------------------------------------------------------------- Fiscal year ended January 28, 1996: First Quarter $ 3,568,962 5% $ 997,521 $157,765 $0.34 Second Quarter 4,151,722 4% 1,123,046 212,887 0.45 Third Quarter 3,997,790 1% 1,076,557 175,473 0.37 Fourth Quarter 3,751,884 1% 1,088,462 185,398 0.39 - -------------------------------------------------------------------------------------------------------- 		 $ 15,470,358 3% $ 4,285,586 $731,523 $1.54 - -------------------------------------------------------------------------------------------------------- Fiscal year ended January 29, 1995: First Quarter $ 2,872,129 7% $ 808,757 $139,734 $0.31 Second Quarter 3,287,036 6% 895,817 178,014 0.39 Third Quarter 3,240,050 9% 880,568 140,774 0.31 Fourth Quarter 3,077,482 8% 900,351 145,979 0.32 - -------------------------------------------------------------------------------------------------------- 		 $ 12,476,697 8% $ 3,485,493 $604,501 $1.32 - -------------------------------------------------------------------------------------------------------- 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 28, 1996 and January 29, 1995, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended January 28, 1996. 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 28, 1996 and January 29, 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended January 28, 1996 in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Atlanta, Georgia March 8, 1996