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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 August 2, 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 N.W. 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 1,470,510,673 Shares, as of August 21, 1998
THE HOME DEPOT, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
August 2, 1998
Page
Part I. Financial Information:
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF EARNINGS -
Three-Month and Six-Month Periods
Ended August 2, 1998 and August 3, 1997........................3
CONSOLIDATED CONDENSED BALANCE SHEETS -
As of August 2, 1998 and February 1, 1998......................4
CONSOLIDATED STATEMENTS OF CASH FLOWS -
Six -Month Periods
Ended August 2, 1998 and August 3, 1997........................5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME -
Three-Month and Six-Month Periods
Ended August 2, 1998 and August 3, 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
Item 3. Quantitative and Qualitative Disclosures about Market
Risk......................................................12
Part II. Other Information:
Item 4. Submission of Matters to a Vote of Security
Holders...................................................13
Item 5. Other Information.........................................13
Item 6. Exhibits and Reports on Form 8-K..........................14
Signature Page....................................................15
Index to Exhibits.................................................16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In Millions, Except Per Share Data)
Three Months Ended Six Months Ended
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
Net Sales $ 8,139 $ 6,550 $ 15,263 $ 12,208
Cost of Merchandise Sold 5,876 4,749 11,031 8,855
Gross Profit 2,263 1,801 4,232 3,353
Operating Expenses:
Selling and Store Operating 1,353 1,103 2,620 2,120
Pre-Opening 18 14 37 27
General and Administrative 122 101 244 199
Total Operating Expenses 1,493 1,218 2,901 2,346
Operating Income 770 583 1,331 1,007
Interest Income (Expense):
Interest and Investment
Income 9 14 15 24
Interest Expense (10) (11) (21) (22)
Interest, Net (1) 3 (6) 2
Earnings Before Income
Taxes 769 586 1,325 1,009
Income Taxes 302 228 521 392
Net Earnings $ 467 $ 358 $ 804 $ 617
Weighted Average Number of
Common Shares Outstanding 1,470 1,459 1,468 1,455
Basic Earnings Per Share $ 0.32 $ 0.25 $ 0.55 $ 0.42
Weighted Average Number of
Common Shares Outstanding
Assuming Dilution 1,546 1,524 1,542 1,517
Diluted Earnings Per Share $ 0.31 $ 0.24 $ 0.53 $ 0.41
Dividends Per Share $ 0.03 $ 0.03 $ 0.06 $ 0.05
See accompanying notes to consolidated condensed financial statements.
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(In Millions, Except Share Data)
August 2, February 1,
1998 1998
ASSETS
Current Assets:
Cash and Cash Equivalents $ 654 $ 172
Short-Term Investments 1 2
Receivables, Net 423 556
Merchandise Inventories 3,786 3,602
Other Current Assets 149 128
Total Current Assets 5,013 4,460
Property and Equipment, at cost 8,348 7,487
Less: Accumulated Depreciation
and Amortization (1,135) (978)
Net Property and Equipment 7,213 6,509
Long-Term Investments 15 15
Notes Receivable 24 27
Cost in Excess of the Fair
Value of Net Assets Acquired 269 140
Other 59 78
$ 12,593 $ 11,229
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 1,812 $ 1,358
Accrued Salaries and Related Expenses 373 312
Sales Taxes Payable 210 143
Other Accrued Expenses 559 530
Income Taxes Payable 114 105
Current Installments of Long-Term Debt 5 8
Total Current Liabilities 3,073 2,456
Long-Term Debt, excluding
current installments 1,317 1,303
Other Long-Term Liabilities 215 178
Deferred Income Taxes 79 78
Minority Interest 4 116
Stockholders' Equity:
Common Stock, par value $0.05.
Authorized: 2,500,000,000 shares;
issued and outstanding -
1,470,302,000 shares at 8/2/98
and 1,464,216,000 shares at 2/1/98 74 73
Paid-In Capital 2,742 2,626
Retained Earnings 5,154 4,430
Cumulative Translation Adjustments (60) (28)
7,910 7,101
Less Shares Purchased for Compensation
Plans 5 3
Total Stockholders' Equity 7,905 7,098
$ 12,593 $ 11,229
See accompanying notes to consolidated condensed financial statements.
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Millions)
Six Months Ended
August 2, 1998 August 3, 1997
Cash Provided From Operations:
Net Earnings $ 804 $ 617
Reconciliation of Net Earnings to Net Cash
Provided by Operations:
Depreciation and Amortization 180 134
Decrease (Increase) in Receivables, Net 132 (4)
Increase in Merchandise Inventories (192) (472)
Increase in Accounts Payable and
Accrued Expenses 642 650
Increase in Income Taxes Payable 40 18
Other 1 (11)
Net Cash Provided by Operations 1,607 932
Cash Flows From Investing Activities:
Capital Expenditures (891) (585)
Proceeds from Sales of Property and
Equipment 22 25
Payment for Purchase of Minority
Partnership Interest (261) ---
Purchases of Investments (1) (65)
Proceeds from Maturities of Investments 2 49
Repayments of Advances Secured by Real
Estate, Net 3 8
Net Cash Used in Investing Activities (1,126) (568)
Cash Flows From Financing Activities:
Principal Repayments of Long-Term Debt (4) (37)
Proceeds from Sale of Common Stock, Net 84 64
Cash Dividends Paid to Stockholders (81) (65)
Minority Interest Contributions to
Partnership 5 1
Net Cash Provided by (Used in)
Financing Activities 4 (37)
Effect of Exchange Rate Changes on Cash, Net (3) ---
Increase in Cash and Cash Equivalents 482 327
Cash and Cash Equivalents at Beginning of
Period 172 146
Cash and Cash Equivalents at End of Period $ 654 $ 473
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 Six Months Ended
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
Net Earnings $ 467 $ 358 $ 804 $ 617
Other Comprehensive
Income, net of tax:
Foreign Currency
Translation
Adjustments (22) --- (19) (5)
Unrealized Loss on
Investments --- --- --- (1)
Other Comprehensive
Income (22) --- (19) (6)
Comprehensive Income $ 445 $ 358 $ 785 $ 611
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. Stock Split
On May 27, 1998, the Board of Directors authorized a two-for-one
stock split, effected in the form of a stock dividend, which was
distributed on July 2, 1998 to stockholders of record on June 11,
1998. This distribution resulted in a transfer on the Company's
balance sheet of $36,751,000 to common stock from paid -in-capital.
The accompanying financial statements and management's discussion
and analysis of results of operations and financial condition,
including all share and per share amounts, have been adjusted to
reflect this transaction.
3. 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 partnership 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 and through the end of the second quarter of
fiscal 1998, The Home Depot Canada has opened 33 additional stores.
The terms of the original partnership agreement provided for a
put/call option, which would have resulted 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
Item 2. 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
Three Months Six Months (Decrease) in
Ended Ended Dollar Amounts
Selected Consolidated
Statements of Earnings Aug 2, Aug 3, Aug 2, Aug 3, Three Six
Data 1998 1997 1998 1997 Months Months
Net Sales 100.0% 100.0% 100.0% 100.0% 24.3% 25.0%
Gross Profit 27.8 27.5 27.7 27.4 25.7 26.2
Operating Expenses:
Selling and
Store Operating 16.7 16.9 17.2 17.3 22.7 23.6
Pre-Opening 0.2 0.2 0.2 0.2 28.6 37.0
General and
Administrative 1.5 1.5 1.6 1.6 20.8 22.6
Total Operating
Expenses 18.4 18.6 19.0 19.1 22.6 23.7
Operating Income 9.4 8.9 8.7 8.3 32.1 32.2
Interest Income
(Expense):
Interest and Investment
Income 0.1 0.2 0.1 0.2 (35.7) (37.5)
Interest Expense (0.1) (0.2) (0.1) (0.2) (9.1) (4.5)
Interest, Net 0.0 0.0 0.0 0.0 (133.3) (400.0)
Earnings Before
Income Taxes 9.4 8.9 8.7 8.3 31.2 31.3
Income Taxes 3.7 3.4 3.4 3.2 32.5 32.9
Net Earnings 5.7% 5.5% 5.3% 5.1% 30.4 30.3
Selected Consolidated
Sales Data
Number of Transactions
(in Millions) 180 149 336 279 20.8 20.4
Average Amount of Sale
Per Transaction $44.98 $43.71 $45.08 $43.59 2.9 3.4
Weighted Average
Weekly Sales
Per Operating
Store
(in Thousands) $ 933 $ 922 $ 894 $ 879 1.2 1.7
Weighted Average
Sales Per Square Foot $ 455 $ 452 $ 436 $ 431 0.7 1.2
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 second quarter of fiscal 1998 increased 24.3% to $8.139
billion from $6.550 billion for the second quarter of fiscal 1997. For the
first six months of fiscal 1998, sales increased 25% to $15.263 billion
from $12.208 billion for the comparable period in fiscal 1997. The sales
increase for both periods was primarily attributable to new stores (679
stores open at the end of the second quarter of fiscal 1998 compared with
559 at the end of the second quarter of fiscal 1997) and a comparable store-
for-store sales increase of 7% for both the second quarter and first six
months of fiscal 1998.
Gross profit as a percent of sales was 27.8% for the second quarter of
fiscal 1998 compared with 27.5% for the second quarter of fiscal 1997. For
the first six months of fiscal 1998 gross profit as a percent of sales was
27.7% compared to 27.4% for the comparable period of fiscal 1997. The gross
profit rate increase for both periods was primarily attributable to sales
mix changes, lower lumber costs and to product line reviews and other
merchandising initiatives, which have resulted in lower costs of
merchandise.
Operating expenses as a percent of sales decreased to 18.4% for the second
quarter of fiscal 1998 from 18.6% for the second quarter of fiscal 1997,
primarily due to lower selling and store operating expenses as a percent of
sales. For the first six months of fiscal 1998, operating expenses
decreased to 19.0% from 19.1% for the comparable period in fiscal 1997.
Selling and store operating expenses as a percent of sales were 16.7% for
the second quarter of fiscal 1998 compared to 16.9% for the comparable
period of fiscal 1997. Net advertising expenses decreased as a percent of
sales due to increased national advertising and cost leverage achieved from
opening new stores in existing markets. 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 second quarter and
first six months of fiscal 1998 compared with the second quarter and first
six months of fiscal 1997. In addition, store relocation costs as a
percent of sales were lower during the second quarter of fiscal 1998 than
in the second quarter of fiscal 1997, due to differences in the
unrecoverable costs of relocated stores and timing of the relocations.
Partially offsetting these decreases were higher store selling payroll
expenses as a percent of sales for the second quarter of fiscal 1998
compared to the second quarter of fiscal 1997 primarily due to increased
focus on certain areas, including flooring and other decor areas that
require labor skills which tend to carry higher than average pay rates.
Selling and store operating expenses as a percent to sales decreased to
17.2% for the first six months of fiscal 1998 from 17.3% for the first six
months of fiscal 1997. This decrease was due to lower net advertising
expenses, minority interest expense and store relocation costs as described
above.
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
RESULTS OF OPERATIONS - (Continued)
Pre-opening expenses as a percent of sales were 0.2% for the second quarter
and first six months of both fiscal 1998 and fiscal 1997. The Company
opened 23 stores and relocated 1 during the second quarter of fiscal 1998
compared with 23 new stores and no relocations during the second quarter of
fiscal 1997. General and administrative expenses as a percent of sales
were 1.5% for both the second quarter of fiscal 1998 and fiscal 1997 and
1.6% for the first six months of fiscal 1998 and fiscal 1997.
Net interest as a percent of sales was 0.0% for the second quarter and
first six months of both fiscal 1998 and fiscal 1997. As a percent of
sales, interest and investment income for the second quarter and first six
months of fiscal 1998 decreased to 0.1% from 0.2% for the second quarter
and first six months of 1997 primarily due to lower investment balances
resulting from funds used to open new stores. Interest expense was
substantially equivalent in dollars for both the second quarter and first
six months of fiscal 1998 and fiscal 1997 but was lower as a percent of
sales this year compared to last year due to the increase in sales.
The Company's combined federal and state effective income tax rate
increased to 39.3% for the second quarter and first six months of fiscal
1998 from 38.9% for the comparable periods of fiscal 1997. 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 5.7% and 5.3.% for the
second quarter and first six months of fiscal 1998, respectively, from 5.5%
and 5.1% for the second quarter and first six months of fiscal 1997.
Diluted earnings per share were $0.31 and $0.53 for the second quarter and
first six months of fiscal 1998, respectively, compared to $0.24 and $0.41
for the second quarter and first six months of fiscal 1997, respectively.
The increases for fiscal 1998 were primarily attributable to higher gross
margin rates and lower selling and store operating expenses, partially
offset by higher income tax rates, as described above.
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 HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES - (Continued)
During the first six months of fiscal 1998, the Company opened 55 stores
and relocated 1 store. During the remainder of fiscal 1998, the Company
plans to open approximately 82 new stores and relocate 3 existing stores,
for a 22% unit growth rate. It is anticipated that approximately 87% 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 $13.2 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 $2.9 million to finance inventories, net of vendor
financing.
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 $23.0416 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 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 August 2, 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.
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES - (Continued)
As of August 2, 1998, the Company had $655 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 total cost of executing this plan is estimated at $13 million and, as
of August 2, 1998, the Company was approximately 50% complete with the
execution of this plan. In addition, the Company has contacted its major
suppliers and vendors seeking information about their internal compliance
efforts. The Company's risks involved with not solving the Year 2000
issue include, but are not limited to, the following: loss of local or
regional electric power, loss of telecommunication services, delays or
cancellations of shipping or transportation, manufacturing shut- downs,
bank errors and computer errors by vendors. The Company is in the process
of developing contingency plans for those areas which might be affected by
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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company has not entered into any transactions using derivative
financial instruments or derivative commodity instruments and
believes that its exposure to market risk associated with other
financial instruments (such as investments) are not material.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders, on May 27, 1998,
the stockholders elected the slate of nominees for election as
director with votes cast as follows: Arthur M. Blank had
625,423,396 shares for and 13,329,195 shares withheld; Dr.
Johnnetta B. Cole had 626,684,757 shares for and 12,067,834 shares
withheld; Mr. Milledge A. Hart, III had 625,413,650 shares for and
13,338,940 shares withheld and Ms. M. Faye Wilson had 625,386,512
shares for and 13,366,078 shares withheld. There were no
abstentions or broker non-votes applicable to the election of
directors. The following other directors have terms of office as
a director that continue after the meeting: Col. Frank Borman,
Mr. Ronald M. Brill, Mr. John L. Clendenin, Mr. Berry R. Cox, Mr.
Donald R. Keough, Mr. Kenneth G. Langone and Mr. Bernard Marcus.
The stockholders approved The Home Depot, Inc. Senior Officers'
Bonus Pool Plan with votes cast as follows: 609,451,180 shares
for; 25,361,261 shares against; and 3,940,149 shares abstained.
There were no broker non-votes applicable to this vote.
The stockholders approved the Company's Executive Officers' Bonus
Plan with votes cast as follows: 608,907,799 shares for;
25,799,325 shares against; and 4,045,466 shares abstained. There
were no broker non-votes applicable to this vote.
The stockholders approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares with votes cast as follows: 574,925,835 shares for;
61,862,075 shares against; and 1,964,679 shares abstained. There
were no broker non-votes applicable to this vote.
The stockholders rejected a proposal to amend the Company's Bylaws
to require that the Board of Directors consist of a majority of
independent directors with votes cast as follows: 157,973,605
shares for; 367,446,802 shares against; 7,824,898 shares
abstained; and 105,507,284 broker non-votes.
The stockholders rejected a proposal relating to a report on
certain employment matters with votes cast as follows: 73,465,537
shares for; 437,824,806 shares against; 21,756,366 shares
abstained; and 105,705,879 broker non-votes.
Item 5. Other Information
Stockholders who desire the Company to include notice of a matter
in the Company's Proxy Statement for its 1999 Annual Stockholders'
Meeting under Rule 14a-4 of the Exchange Act must submit notice
to the Company's Secretary no later than February 25, 1999.
PART II. OTHER INFORMATION
(CONTINUED)
Item 6. Exhibits
3.1 Restated Certificate of Incorporation of The
Home Depot, Inc., as amended.
3.2 Bylaws, as amended.
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
August 31, 1998
(Date)
THE HOME DEPOT, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit Description
3.1 Restated Certificate of Incorporation of
The Home Depot, Inc., as amended
3.2 Bylaws, as amended
11.1 Computation of Basic and Diluted Earnings Per Share
27. Financial Data Schedule (only submitted to SEC in electronic
format)