HOME DEPOT INC
8-K, 1997-02-26
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                 SECURITIES AND EXCHANGE COMMISSION
                                  
                       Washington, D. C. 20549
                                  
                                  
                                  
                              FORM 8-K
                                  
                           CURRENT REPORT
                                  
                                  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
                                  
                                  
  Date of Report (Date of earliest event reported):  February 25, 1997
                                  
                                  
                        THE HOME DEPOT, INC.
       (Exact name of registrant as specified in its charter)
                                  
                                  
          Delaware                 1-8207         95-3261426
        (State or other         (Commission     (IRS Employer
        jurisdiction of         File Number)    Identification
         incorporation)                                No.)
                                  
                                  
      2727 Paces Ferry Road,Atlanta,Georgia            30339
      (Address of principal executive offices)       (Zip Code)
                                  
                                  
  Registrant's telephone number, including area code (770)433-8211

    (Former name or former address, if changed since last report.)

Item 5.  Other Events
                                  
On February 25, 1997, the Registrant issued a press release reporting on the 
results for the fourth quarter and year of the 1996 fiscal 
year.  The text of the Release is as follows:

THE HOME DEPOT REPORTS 35% INCREASE IN NET EARNINGS FOR FOURTH QUARTER OF 
FISCAL 1996; 28% INCREASE FOR YEAR


ATLANTA, GA (February 25, 1997) - The Home Depot, North America's largest 
home improvement retailer, today reported record fourth quarter net earnings 
of $251 million ($0.52 per share) for the fourth quarter of fiscal 1996, the 
14 week period ended February 2, 1997.  The net earnings were a 35% increase 
from net earnings of $185 million ($0.39 per share) in the 13-week fourth 
quarter of fiscal 1995.

Sales for the fourth quarter of fiscal 1996 were $4.959 billion, up 32% from 
$3.752 billion in the fourth quarter of fiscal 1995.  Comparable store sales 
for the quarter, on a 13-week adjusted basis, rose 7% from the previous year.

For fiscal 1996, the 53 weeks ended February 2, 1997, The Home Depot achieved
record net earnings of $938 million ($1.94 per share), up 28% from $732 
million ($1.54 per share) in the 52-week period of fiscal 1995.

Sales for fiscal 1996 increased 26% to $19.535 billion from $15.470 billion 
in the previous year.  Comparable store sales, on a 52-week adjusted basis, 
were up 7% from the previous year.  Inventory turnover improved to 5.6 in 
fiscal 1996 from 5.5 in fiscal 1995.

"The record earnings reported today are the combined result of effective 
merchandising, efficient operations, unsurpassed customer service and the 
continuing loyalty of our customers," said Bernard Marcus, The Home Depot 
Chairman and Chief Executive Officer.  "We are extremely happy with the 
results for the quarter and fiscal year, and we look forward to another year 
of strong earnings growth in fiscal 1997."

During the fourth quarter of fiscal 1996, The Home Depot opened 33 new stores
and relocated 2 stores.  At the end of fiscal 1996, the company had a total 
of 512 stores, including 483 Home Depot stores and 5 EXPO Design Centers in 
the U.S. and 24 Home Depot stores in Canada, with an aggregate of 
approximately 54 million square feet of selling space.

Founded in 1978, The Home Depot is traded on the New York Stock Exchange 
under the symbol "HD" and is included in the Standard & Poor's 500 Index.  
For the past four years, the company has been ranked by Fortune magazine as 
America's most admired retailer.

<TABLE>
<CAPTION>
                           THE HOME DEPOT, INC.
					                     STATEMENT OF EARNINGS
					                        FOURTH QUARTER
						                        (Unaudited)
					                       (000's Omitted)
	
	                			       Three Months Ended       Twelve Months Ended
<S>                       <C>         <C>         <C>         <C>
	                         02-02-97    01-28-96	   02-02-97    01-28-96   
 	                        (14 weeks) 	(13 weeks)  (53 weeks)  (52 weeks)   
NET SALES	                $4,958,540	 $3,751,884 	$19,535,503	$15,470,358
COST OF MERCHANDISE SOLD 	 3,519,536	  2,663,422 	 14,101,423	 11,184,772
GROSS PROFIT	              1,439,004 	 1,088,462    5,434,080	  4,285,586

OPERATING EXPENSES:
Selling and Store Operating  926,502     703,681	   3,521,429	  2,783,956
Pre-Opening	                  17,069	     11,548	      54,709	     52,342
General & Administrative 	    90,195	     69,994	     324,292	    269,464
TOTAL OPERATING EXPENSES 	 1,033,766	    785,223	   3,900,430	  3,105,762

OPERATING INCOME	            405,238	    303,239 	  1,533,650	  1,179,824

INTEREST AND INVESTMENT 
  INCOME                      12,762       5,852	      25,577	     19,597
INTEREST EXPENSE	            (10,519)       (376)     (16,087)     (4,148)  
INTEREST, NET   	              2,243 	     5,476        9,490	     15,449

MINORITY INTEREST INCOME	   
  (EXPENSE)                   (1,946)      	  13	      (8,371)     	   30
(NOTE 1)

EARNINGS BEFORE INCOME TAXES 405,535     308,728 	  1,534,769	  1,195,303

INCOME TAXES	                154,360	    123,330	     597,030	    463,780
NET EARNINGS	            $   251,175 $   185,398	 $   937,739	$   731,523

EARNINGS PER SHARE (NOTE 2) $   0.52 $      0.39 	$      1.94	$      1.54

WEIGHTED AVG SHARES (NOTE 2) 499,361     479,147 	    487,752	    477,977
</TABLE>
<TABLE>
<CAPTION>
                               Selected Highlights  

<S>                         <C>       <C>         <C>          <C>
CUSTOMER TRANSACTIONS	       119,384 	    92,303 	    464,089	    370,317
AVERAGE SALE ($)         	  $  41.53	 $    40.65 	$      42.09	$     41.78
WEIGHTED AVERAGE WEEKLY			
   SALES PER STORE	         $    720 	$      705	 $       803  $       787
SQUARE FOOTAGE - END OF PERIOD ----	        ----	      53,926	      44,356
CAPITAL EXPENDITURES	       $319,700 	$  346,075	 $ 1,248,211	 $ 1,308,375
DEPRECIATION AND 
  AMORTIZATION             	$ 63,837  $   51,847 	$   232,339 	$   181,205

</TABLE>
<TABLE>
<CAPTION>
                     Selected Balance Sheet Information  

<S>                                     <C>             <C>
                                	 						02-02-97   	   	01-28-96   
Cash and Short-Term Investments	        $  558,436	     $  108,025
Merchandise Inventories		                2,708,283     		2,180,318
Current Assets					                      3,709,373	     	2,671,969
Property and Equipment, Net			           5,437,046     		4,461,024
Long-Term Investments			  	                  8,480     		   25,436
Total Assets			                         	9,341,710     		7,354,033
Current Liabilities			                  	1,842,126     		1,416,482
Long-Term Debt					                        142,593	     	  720,080
Convertible Notes				                   	1,104,000   		      --- 
Stockholders' Equity		                 		5,955,186	      4,987,766
		 
</TABLE>

Note 1:	Minority  Interest Income (Expense) has been reclassified from 
Selling and Store Operating expenses.

Note 2:	The Company's 3-1/4% Convertible Subordinated Notes issued in 
October 1996 and the 4-1/2% Convertible Notes that were converted to equity 
in March 1995 were dilutive and, accordingly, net earnings have been adjusted
for tax effected net interest and issue costs on the notes for purposes of 
calculating earnings per share.  Earnings were adjusted $6,292,000 for the 
fourth quarter and $7,951,000 for the year-to-date calculation for fiscal 
1996 and $2,415,000 for the year-to-date calculation for 1995.


<PAGE>

                              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/Marshall L. Day 
    							                               Marshall L. Day
    							                               Senior Vice President and 
                                          Chief Financial Officer
    
Date:  February 25, 1997
     
     
     


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