SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from to
---------------- ----------------
Commission file number 1-8207
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
The Maintenance Warehouse FutureBuilder
- --------------------------------------------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
The Home Depot, Inc., 2455 Paces Ferry Road, NW, Atlanta, GA 30339
- --------------------------------------------------------------------------------
MAINTENANCE WAREHOUSE FUTUREBUILDER
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Year ended December 31, 1999 3
Notes to Financial Statements 4
Schedule of Assets Held for Investment Purposes
at December 31, 1999 9
MAINTENANCE WAREHOUSE FUTUREBUILDER
Financial Statements
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Maintenance Warehouse FutureBuilder:
We have audited the accompanying statements of net assets available for
benefits of The Maintenance Warehouse FutureBuilder (the "Plan") as of
December 31, 1999 and 1998 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. These financial
statements are the responsibility of the Plan's Administrative Committee. Our
responsibility is to express an opinion on these 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 the Plan's Administrative Committee, 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The
Maintenance Warehouse FutureBuilder at December 31, 1999 and 1998 and the
changes in net assets available for benefits for the year ended December 31,
1999 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedule 1 is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
Administrative Committee. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
KPMG LLP
July 7, 2000
MAINTENANCE WAREHOUSE FUTUREBUILDER
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
---------------- ----------------
Assets
Cash $ 26,233 --
Investments 9,379,555 5,210,434
Participant loans 521,594 328,710
---------------- ----------------
9,927,382 5,539,144
---------------- ----------------
Contributions receivable:
Employer 32,911 41,664
Participant 29,517 13,888
---------------- ----------------
Total contributions receivable 62,428 55,552
---------------- ----------------
Net assets available for benefits $ 9,989,810 5,594,696
---------------- ----------------
See accompanying notes to financial statements.
MAINTENANCE WAREHOUSE FUTUREBUILDER
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
Additions to net assets attributed to:
Investment income:
Realized gain on sale of shares of registered investment companies $ 1,466,292
Net unrealized appreciation in fair value of investments 910,214
Dividends and interest 121,330
-----------
Total investment income 2,497,836
-----------
Contributions:
Employer 1,525,825
Participants 623,657
-----------
Total contributions 2,149,482
-----------
Total additions 4,647,318
Deductions:
Benefits paid directly to participants 233,784
Administrative expenses 18,420
-----------
Total deductions 252,204
-----------
Net increase 4,395,114
Net assets available for benefits:
Beginning of year 5,594,696
-----------
End of year $ 9,989,810
===========
See accompanying notes to financial statements.
(1) DESCRIPTION OF THE PLAN
The following description of The Maintenance Warehouse FutureBuilder (the
"Plan") is provided for general information only. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
(A) GENERAL
The Plan was adopted March 17, 1997, as a defined contribution
401(k) retirement plan covering employees of Maintenance
Warehouse/America Corp. (the "Company") who are at least 21 years
of age, have completed one year of eligible service, and are not
in a unit of employees covered by a collective bargaining
agreement. In December 1999, the 1997 Plan was amended and
combined in a master trust with the Home Depot, Inc.'s
FutureBuilder. The Home Depot, Inc. is the Parent of the Company.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(B) CONTRIBUTIONS
Through December 31, 1999, participants could elect to contribute
up to 3.5% of their compensation to the Plan. The Company
contributed an amount equal to 300% of the participant's
contribution. Effective January 1, 2000, participants may elect to
contribute up to 15% of their compensation to the Plan. The
Company contributes an amount equal to 150% of the participants'
contributions up to the first 2% of the participants' compensation
and 100% of the participants' contributions up to 5% of the
participants' contributions. Additional amounts may be contributed
at the option of the Parent's Board of Directors. The matching
Company contribution is invested directly in Home Depot common
stock. Contributions are subject to certain limitations.
Contributions are limited by the Internal Revenue Service in the
case of highly compensated employees.
(C) PARTICIPANTS' ACCOUNTS
Individual accounts are maintained for the participants and are
credited for their contributions and the Company's contributions.
The accounts are further adjusted for Plan fees and investment
income or losses.
(D) VESTING
Participants are 100% vested in their contributions and net value
changes thereon. For employees hired subsequent to July 1, 1999,
or former employees rehired after July 1, 1999 at a time when the
matching account balance remaining in the Plan is less than 25%
vested, the Company's contributions vest on an increasing
percentage basis as follows:
YEARS VESTING
OF SERVICE PERCENTAGE
---------- ----------
Less than 3 0%
3 or more 100%
For employees of the Company as of July 1, 1999 or former
employees rehired after July 1, 1999 at a time when the matching
account balance remaining in the Plan is at least 25% vested, the
Company's contributions vest on an increasing percentage basis as
follow:
YEARS VESTING
OF SERVICE PERCENTAGE
---------- ----------
Less than 2 0%
2 but less than 3 25%
3 or more 100%
(E) PAYMENT OF BENEFITS
Participants are entitled to distribution of their accounts upon
retirement, termination of employment, hardship, or in the event
of death. Payment of benefits is made in a single lump-sum payment
when directed by the participant. A participant may roll over
their account balance directly into an eligible retirement plan.
In the case of death, the participant's entire account balance
will be paid to the participant's beneficiary.
(F) FORFEITURES
According to the Plan agreement, for participants who have
terminated employment, the nonvested portion of the Company
matching contributions is held in a separate account until a five
consecutive-year break in service has occurred. If the participant
dies, or, if at the end of the five consecutive years, the
participant has not returned to service at the Company, the
nonvested benefits are forfeited. Forfeitures may be used by the
Company to reduce employer contributions. Total forfeitures,
including earnings thereon, of $34,000 were used to reduce
employer contributions for 1999.
(G) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA.
Upon termination of the Plan, all participants would become 100%
vested in Company contributions and earnings thereon.
(H) PARTICIPANT LOANS
With the consent of the Trustee, loans are permitted to all Plan
participants. In the aggregate, the amount of a participant's loan
cannot exceed 50% of the present value of the participant's vested
accrued benefit or $50,000, whichever is less. Loans must be
adequately secured and bear interest at a reasonable rate as
determined by the Plan administrator. The Plan provides for
repayment of loans over a reasonable period of time not to exceed
four years, except that a longer period is allowed for loans used
by participants to acquire their residence.
(I) TAX STATUS OF PLAN
The Plan Sponsor is in the process of filing an application for a
determination letter from the Internal Revenue Service. The
Company believes that the Plan, as currently designed and
operated, is in compliance with the applicable requirements of the
Internal Revenue Code and, accordingly, is qualified and exempt
from Federal income taxes.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The financial statements of the Plan have been prepared on the
accrual basis of accounting.
(B) INVESTMENT VALUATION
Investments are carried at fair value as determined by quoted
market prices. Participant loans are carried at cost which
approximates fair value. Securities transactions are accounted for
on the trade date.
(C) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(D) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
net assets available for benefits and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported changes in net assets available for benefits during
the reporting period. Actual results could differ from those
estimates.
(E) RECENT ACCOUNTING PRONOUNCEMENTS
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) No. 99-3,
ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN
INVESTMENTS AND OTHER DISCLOSURE MATTERS, effective for employee
benefit plan years ending after December 15, 1999. This SOP amends
the disclosure requirements for defined contribution plans and was
adopted by the Plan in the current year.
(3) INVESTMENTS
The Plan's investments are held by the Trustee of the Plan, Wachovia Bank
of Georgia, N.A. A description of the investments of the Plan follows:
PARTICIPANT DIRECTED
- Primco JRT Stable Fund - Funds are primarily invested in
short-term debt obligations that mature within one to three years.
- Barclay's Global Investors Fund - Funds are invested in shares of
a registered investment company that invests in the common stocks
included in the Standard & Poor's 500 Index.
- Putnam New Opportunities Fund - Funds are invested in shares of a
registered investment company that invests primarily in common
stocks which are believed to have the potential to grow at an
above-average pace over time.
- Templeton Foreign Fund - Funds are invested in shares of a
registered investment company that invests in stocks and debt
obligations of companies and governments outside the U.S.
- Invesco Value Trust Fund - Funds are invested in shares of a
registered investment company that invests in bonds, common
stocks, and high-quality short-term to intermediate-term debt
obligations.
- T. Rowe Price Science & Technology Fund - Funds are invested in
shares of a registered investment company that invests in the
common stock of companies which generate growth primarily through
new technological developments.
- The Home Depot Stock Fund - Funds are invested in common stock of
The Home Depot, Inc.
The fair value of individual investments that represent 5.0% or more of
the Plan's assets at December 31, 1999 and 1998 are as follows:
1999 1998
--------------- ----------------
T. Rowe Price Science and Technology Fund $ 3,498,087 1,350,582
Primco JRT Stable Fund 2,119,441 --
Barclay's Global Investors Fund 1,498,189 --
Putnam New Opportunities Fund 982,023 --
Templeton Foreign Fund 634,639 --
T. Rowe Price Prime Reserve Fund -- 1,307,440
T. Rowe Price New Horizons Fund -- 648,729
T. Rowe Price Growth Stock Fund -- 980,427
T. Rowe Price International Stock Fund -- 381,740
T. Rowe Price New Income Fund -- 313,123
T. Rowe Price Capital Appreciation Fund -- 228,393
During 1999, unrealized appreciation of the Plan's investments was as
follows:
Net unrealized appreciation in fair value:
Registered investment companies $ 889,471
The Home Depot, Inc. common stock 20,743
-------------------
$ 910,214
===================
NON-PARTICIPANT DIRECTED
The Home Depot, Inc. Common Stock - Comprised of shares of The Home
Depot's common stock, representing the Company's matching contributions
since December 15, 1999. These shares have been allocated to individual
participant accounts. Participants may immediately transfer the Company's
matching contributions to other investment funds. Information about the
net assets and significant components of the changes in net assets
relating to the non-participant-directed investments is as follows:
Net assets - The Home Depot, Inc.
Common Stock $ 198,711
================
Changes in net assets:
Net appreciation $ 12,529
Contributions 186,182
----------------
$ 198,711
================
MAINTENANCE WAREHOUSE FUTUREBUILDER
Schedule of Assets Held for Investment Purposes
December 31, 1999
CURRENT
IDENTITY OF ISSUE VALUE
- -------------------------------------------- ------------------------------------------------- -------------
** The Home Depot, Inc. Common Stock 3,135 shares of common stock $ 198,711 *
** The Home Depot Stock Fund 2,076 shares of common stock 131,576
Barclay's Global Investors Fund 60,131 shares of registered investment company 1,498,189
Invesco Value Trust Fund 20,671 shares of registered investment company 316,889
Putnam New Opportunities Fund 37,332 shares of registered investment company 982,023
Templeton Foreign Fund 39,916 shares of registered investment company 634,639
** T. Rowe Price Science and Technology Fund 293,936 shares of registered investment company 3,498,087
Primco JRT Stable Fund 174,594 shares of registered investment company 2,119,441
Participant loans 521,594
------------
$ 9,901,149
============
* The historical cost of the non-participant-directed investment is $186,182.
** Indicated party-in-interest to the Plan.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Maintenance Warehouse FutureBuilder
Date: July 12, 2000
/s/ LAWRENCE A. SMITH
---------------------------------------
By: Lawrence A. Smith
Member, Administrative Committee