Page 1 of 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 1998 - OR - TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8207 THE HOME DEPOT, INC. (Exact name of registrant as specified in its charter) Delaware 95-3261426 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2455 Paces Ferry Road Atlanta, Georgia 30339 (Address of principal executive offices) (Zip Code) (770) 433-8211 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. $.05 par value 734,780,313 Shares, as of May 27, 1998 THE HOME DEPOT, INC. AND SUBSIDIARIES INDEX TO FORM 10-Q May 3, 1998 Page Part I. Financial Information: Item 1. Financial Statements CONSOLIDATED STATEMENTS OF EARNINGS - Three-Month Periods Ended May 3,1998 and May 4,1997.............3 CONSOLIDATED CONDENSED BALANCE SHEETS - As of May 3,1998 and February 1,1998............................4 CONSOLIDATED STATEMENTS OF CASH FLOWS - Three-Month Periods Ended May 3, 1998 and May 4,1997............5 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME- Three-Month Periods Ended May 3, 1998 and May 4,1997............6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.............................................7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition................... 8 - 12 Part II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders.......13 Item 6. Exhibits and Reports on Form 8-K..........................13 Signature Page.....................................................14 Index to Exhibits..................................................15 PART I. FINANCIAL INFORMATION THE HOME DEPOT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In Millions, Except Per Share Data) Three Months Ended May 3, May 4, 1998 1997 Net Sales $ 7,123 $ 5,657 Cost of Merchandise Sold 5,155 4,105 Gross Profit 1,968 1,552 Operating Expenses: Selling and Store Operating 1,268 1,017 Pre-Opening 19 13 General and Administrative 121 97 Total Operating Expenses 1,408 1,127 Operating Income 560 425 Interest Income (Expense): Interest and Investment Income 7 10 Interest Expense (11) (11) Interest, Net (4) (1) Earnings Before Income Taxes 556 424 Income Taxes 219 165 Net Earnings $ 337 $ 259 Weighted Average Number of Common Shares Outstanding 733 725 Basic Earnings Per Share $ 0.46 $ 0.36 Weighted Average Number of Common Shares Outstanding Assuming Dilution 769 755 Diluted Earnings Per Share $ 0.45 $ 0.35 Dividends Per Share $ 0.05 $ 0.04 See accompanying notes to consolidated condensed financial statements. THE HOME DEPOT INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (In Millions, Except Share Data) May 3, February 1, ASSETS 1998 1998 Current Assets: Cash and Cash Equivalents $ 578 $ 172 Short-Term Investments 1 2 Receivables, Net 482 556 Merchandise Inventories 4,009 3,602 Other Current Assets 151 128 Total Current Assets 5,221 4,460 Property and Equipment, at cost 7,908 7,487 Less: Accumulated Depreciation and Amortization (1,055) (978) Net Property and Equipment 6,853 6,509 Long-Term Investments 15 15 Notes Receivable 25 27 Cost in Excess of the Fair Value of Net Assets Acquired 281 140 Other 82 78 $ 12,477 $ 11,229 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 2,071 $ 1,358 Accrued Salaries and Related Expenses 335 312 Sales Taxes Payable 212 143 Other Accrued Expenses 517 530 Income Taxes Payable 253 105 Current Installments of Long-Term Debt 5 8 Total Current Liabilities 3,393 2,456 Long-Term Debt,excluding current installments 1,313 1,303 Other Long-Term Liabilities 215 178 Deferred Income Taxes 79 78 Minority Interest 3 116 Stockholders' Equity: Common Stock, par value $0.05. Authorized: 1,000,000,000 shares; issued and outstanding - 733,805,000 shares at 5/3/98 and 732,108,000 shares at 2/1/98 37 37 Paid-In Capital 2,732 2,662 Retained Earnings 4,732 4,430 Cumulative Translation Adjustments (24) (28) 7,477 7,101 Less Shares Purchased for Compensation Plans 3 3 Total Stockholders' Equity 7,474 7,098 $ 12,477 $ 11,229 See accompanying notes to consolidated condensed financial statements. THE HOME DEPOT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Millions) Three Months Ended May 3, 1998 May 4, 1997 Cash Provided From Operations: Net Earnings $ 337 $ 259 Reconciliation of Net Earnings to Net Cash Provided by Operations: Depreciation and Amortization 87 67 Decrease in Receivables, Net 74 28 Increase in Merchandise Inventories (404) (524) Increase in Accounts Payable and Accrued Expenses 818 765 Increase in Income Taxes Payable 171 141 Other (23) (16) Net Cash Provided by Operations 1,060 720 Cash Flows From Investing Activities: Capital Expenditures (424) (266) Proceeds from Sales of Property and Equipment 12 10 Payment for Purchase of Minority Partnership Interest (261) --- Purchases of Investments (1) (23) Proceeds from Maturities of Investments 2 16 Repayments of Advances Secured by Real Estate, Net 3 28 Net Cash Used in Investing Activities (669) (235) Cash Flows From Financing Activities: Principal Repayments of Long-Term Debt (4) (36) Proceeds from Sale of Common Stock, Net 47 46 Cash Dividends Paid to Stockholders (36) (29) Minority Interest Contributions to Partnership 8 2 Net Cash Provided by (Used in) Financing Activities 15 (17) Increase in Cash and Cash Equivalents 406 468 Cash and Cash Equivalents at Beginning of Period 172 146 Cash and Cash Equivalents at End of Period $ 578 $ 614 See accompanying notes to consolidated condensed financial statements. THE HOME DEPOT INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In Millions) Three Months Ended May 3, May 4, 1998 1997 Net Earnings $ 337 $ 259 Other Comprehensive Income, net of tax:Foreign Currency Translation Adjustments 4 (9) Unrealized Loss on Investments --- (1) Other Comprehensive Income 4 (10) Comprehensive Income $ 341 $ 249 THE HOME DEPOT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Summary of Significant Accounting Policies: Basis of Presentation - The accompanying consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended February 1, 1998, as filed with the Securities and Exchange Commission (File No. 1-8207). 2. Purchase of Minority Interest in Canadian Partnership During the first quarter of fiscal 1998, the Company purchased, for $261 million, the remaining 25% partnership interest in The Home Depot Canada that was held by The Molson Companies. As a result of this transaction, the Company and its subsidiaries now own all of The Home Depot's Canadian operations. The Home Depot Canada partnership was formed in February, 1994, when the Company acquired 75% of Aikenhead's Home Improvement Warehouse, which was then operating seven home improvement stores in Canada. Since the original acquisition, The Home Depot Canada has opened 30 additional stores through quarter-end. The terms of the original partnership agreement provided for a put/call option, which would result in the Company purchasing the remaining 25% of The Home Depot Canada at any time after the sixth anniversary of the original agreement. The companies reached a mutual agreement, however, to complete the purchase transaction at an earlier date. THE HOME DEPOT, INC. AND SUBSIDIARIES 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. Three Months Ended Percentage Increase May 3, May 4, (Decrease)in 1998 1997 Dollar Amounts Selected Consolidated Statements of Earnings Data Net Sales 100.0% 100.0% 25.9% Gross Profit 27.6 27.4 26.8 Operating Expenses: Selling and Store Operating 17.8 18.0 24.7 Pre-Opening 0.2 0.2 46.2 General and Administrative 1.7 1.7 24.7 Total Operating Expenses 19.7 19.9 24.9 Operating Income 7.9 7.5 31.8 Interest Income (Expense): Interest and Investment Income 0.1 0.2 (30.0) Interest Expense (0.2) (0.2) 0.0 Interest, Net (0.1) 0.0 300.0 Earnings Before Income Taxes 7.8 7.5 31.1 Income Taxes 3.1 2.9 32.7 Net Earnings 4.7% 4.6% 30.1% Selected Consolidated Sales Data Number of Transactions (000's) 156,209 129,744 20.4% Average Amount of Sale Per Transaction $ 45.19 $ 43.45 4.0 Weighted Average Weekly Sales Per Operating Store (000's) $ 854 $ 834 2.4 Weighted Average Sales Per Square Foot $ 417 $ 410 1.7% THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) RESULTS OF OPERATIONS Sales for the first quarter of fiscal 1998 increased 25.9% to $7.123 billion compared to sales of $5.657 billion for the first quarter of fiscal 1997. The sales increase for the quarter was primarily attributable to new stores (656 at the end of the first quarter of fiscal 1998 compared to 536 at the end of the first quarter of fiscal 1997) and a comparable store-for- store sales increase of 7%. Gross profit as a percent of sales was 27.6% for the first quarter of fiscal 1998 compared to 27.4% for the comparable period of fiscal 1997. The gross profit rate increase was primarily attributable to product line reviews and other merchandising initiatives which have resulted in lower costs of merchandise. Sales mix changes also contributed to the rate increase. Operating expenses as a percent of sales decreased to 19.7% for the first quarter of fiscal 1998 from 19.9% for the first quarter of fiscal 1997, primarily due to lower selling and store operating expenses as a percent of sales. Selling and store operating expenses as a percent of sales were 17.8% for the first quarter of fiscal 1998 compared to 18.0% for the comparable period of fiscal 1997. During the first quarter of 1998, the Company purchased the remaining 25% of The Home Depot Canada partnership from The Molson Companies. As a result, expense for minority interest, which represents the Molson Companies' share of earnings in the partnership, was lower as a percent of sales in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. In addition, net advertising expenses decreased as a percent of sales due to increased national advertising, higher cooperative advertising participation from vendors, and cost leverage attained from opening new stores in existing markets. Partially offsetting these decreases were higher store selling payroll expenses, as a percent of sales, for the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. Several of the Company's focus areas, including flooring and other decor areas, require labor skills which tend to carry higher than average pay rates. Pre-opening expenses as a percent of sales were 0.2% for the first quarter of both fiscal 1998 and fiscal 1997. Pre-opening expenses were for 32 stores opened in the first quarter of fiscal 1998 compared to 24 new stores and one store relocation during the first quarter of fiscal 1997. General & administrative expenses as a percent of sales were 1.7% for both the first quarter of fiscal 1998 and fiscal 1997. Net interest expense as a percent of sales increased to 0.1% for the first quarter of fiscal 1998 compared to 0.0% for the first quarter of fiscal 1997. As a percent of sales, interest and investment income decreased to 0.1% in fiscal 1998 from 0.2% in the first quarter of fiscal 1997 primarily due to lower investment balances resulting from funds used to open stores and the acquisition of the remaining 25% of the Canadian partnership. THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) RESULTS OF OPERATIONS - (Continued) The Company's combined federal and state effective income tax rate increased to 39.3% for the first quarter of fiscal 1998 compared to 38.9% for the comparable period last year. The increase was due to higher effective state tax rates and a reduction in tax-exempt interest income. Net earnings as a percent of sales increased to 4.7% for the first quarter of fiscal 1998 from 4.6% for the first quarter of fiscal 1997, reflecting higher gross margin and lower selling and store operating expenses, partially offset by higher net interest expense and income taxes as described above. Diluted earnings per share increased 29% to $0.45 for the first quarter of fiscal 1998 from $0.35 for the first quarter of fiscal 1997. 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 opened 32 stores during the first quarter of fiscal 1998. During the remainder of fiscal 1998, the Company plans to open approximately 105 new stores and relocate 4 existing stores. It is anticipated that approximately 78% of these locations will be owned, and the remainder will be leased. The Company also plans to open approximately 170 stores, including relocations, in fiscal 1999. In June 1996, the Company entered into a $300 million operating lease agreement for the purpose of financing construction costs of certain new stores. In May 1997, the Company increased its available funding under the operating lease agreement to $600 million. Under the agreement, the lessor purchases the properties, pays for the construction costs and subsequently leases the facilities to the Company. The lease provides for substantial residual value guarantees and includes purchase options at original cost on each property. The Company financed a portion of new stores opened in fiscal 1997 under the agreement and anticipates utilizing this facility to finance selected new stores in fiscal 1998 and an office building in fiscal 1999. In addition, some planned locations for fiscal 1998 and fiscal 1999 will be leased individually, and it is expected that many locations may be obtained through the acquisition of land parcels and 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 $13.3 million per location. The cost to remodel and fixture stores to be leased is expected to average approximately $2.4 million per store. In addition, each new store will require approximately $3.6 million to finance inventories, net of vendor financing. THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES - (Continued) During fiscal 1996, the Company issued, through a public offering, $1.1 billion of 3.25% Convertible Subordinated Notes due October 1,2001("3.25% Notes"). The 3.25% Notes were issued at par and are convertible into shares of the Company's common stock at any time prior to maturity, unless previously redeemed by the Company, at a conversion price of $46.0833 per share, subject to adjustment under certain conditions. The 3.25% Notes may be redeemed, at the option of the Company, at any time on or after October 2, 1999, in whole or in part, at a redemption price of 100.813% of the principal amount and after October 1, 2000, at 100% of the principal amount. The Company used the net proceeds from the offering to repay outstanding commercial paper obligations, to finance a portion of the Company's capital expenditure program, including planned store expansions and renovations, and for general corporate purposes. The Company has a commercial paper program that allows borrowings up to a maximum of $800 million. As of May 3, 1998, there were no borrowings outstanding under the program. In connection with the program, the Company has a back-up credit facility with a consortium of banks for up to $800 million. The credit facility, which expires in December 2000, contains various restrictive covenants, none of which is expected to materially impact the Company's liquidity or capital resources. As of May 3, 1998, the Company had $579 million in cash and cash equivalents and short-term investments, as well as $15 million in long-term investments. Management believes that its current cash position, the proceeds from short-term and long-term investments, internally generated funds, funds available from its $800 million commercial paper program, funds available from the $600 million operating lease agreement, and/or the ability to obtain alternate sources of financing should enable the Company to complete its capital expenditure programs, including store expansions and renovations, through the next several fiscal years. YEAR 2000 The Company is currently addressing a universal situation commonly referred to as the "Year 2000 Problem." The Year 2000 Problem relates to the inability of certain computer software programs to properly recognize and process date-sensitive information relative to the year 2000 and beyond. During fiscal 1997, the Company developed a plan to devote the necessary resources to identify and modify systems impacted by the Year 2000 Problem, or implement new systems to become year 2000 compliant in a timely manner. The cost of executing this plan is not expected to have a material impact on the Company's results of operations or financial condition. In addition, the Company has contacted its major suppliers and vendors to ensure their awareness of the Year 2000 Problem. If the Company, its suppliers or vendors are unable to resolve issues related to the year 2000 on a timely basis, it could result in a material financial risk. THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) 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. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders During the first quarter of fiscal 1998, no matters were submitted to a vote of security holders. Item 6. Exhibits 11.1 Computation of Basic and Diluted Earnings Per Share 27. Financial Data Schedule (only submitted to SEC in electronic format) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE HOME DEPOT, INC. (Registrant) By: /s/ Arthur M. Blank Arthur M. Blank President & CEO /s/ Marshall L. Day Marshall L. Day Senior Vice President Finance & Accounting June 1, 1998 (Date) THE HOME DEPOT, INC. AND SUBSIDIARIES INDEX TO EXHIBITS Exhibit Description 11.1 Computation of Basic and Diluted Earnings per Share 27. Financial Data Schedule (only submitted to SEC in electronic format)