HOME DEPOT INC
10-Q, 1998-12-08
LUMBER & OTHER BUILDING MATERIALS DEALERS
Previous: TATONKA ENERGY INC, 8-K/A, 1998-12-08
Next: RYANS FAMILY STEAKHOUSES INC, 8-K, 1998-12-08



<PAGE>
                               Page 1 of 16
             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     November 1, 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 1,563,115,707 shares, as of November 20, 1998
<PAGE>
                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                           INDEX TO FORM 10-Q

                             November 1, 1998
                                                                       Page
Part I.  Financial Information:

  Item 1.  Financial Statements
     CONSOLIDATED STATEMENTS OF EARNINGS -
         Three-Month and Nine-Month Periods
         Ended November 1, 1998 and November 2, 1997....................3

     CONSOLIDATED CONDENSED BALANCE SHEETS -
         As of November 1, 1998 and February 1, 1998....................4
     
     CONSOLIDATED STATEMENTS OF CASH FLOWS -
         Nine-Month Periods
         Ended November 1, 1998 and November 2, 1997....................5
         
     CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME -
         Three-Month and Nine-Month Periods
         Ended November 1, 1998 and November 2, 1997....................6
     
     NOTES TO CONSOLIDATED CONDENSED
         FINANCIAL STATEMENTS...........................................7

  Item 2.  Management's Discussion and Analysis of Results
              of Operations and Financial Condition ..................8 - 13
                                                                            
  Item 3.  Quantitative and Qualitative Disclosures about
              Market Risk..............................................13

Part II.  Other Information:

  Item 4.  Submission of Matters to a Vote of Security
              Holders..................................................14
 
  Item 5.  Other Information...........................................14
 
  Item 6.  Exhibits and Reports on Form 8-K............................14

  Signature Page.......................................................15

  Index to Exhibits....................................................16
<PAGE>
<TABLE>
<CAPTION>
                       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      Nine Months Ended
                           
                           November 1, November 2, November 1,  November 2,
                             1998        1997        1998         1997
<S>                         <C>         <C>         <C>          <C>
Net Sales                   $ 7,699     $ 6,217     $ 22,961     $ 18,425
Cost of Merchandise Sold      5,522       4,491       16,552       13,346
  Gross Profit                2,177       1,726        6,409        5,079

Operating Expenses:
 Selling and Store Operating  1,377       1,117        3,998        3,236
 Pre-Opening                     24          16           61           43
 General and Administrative     131         106          375          305
 Non-Recurring Charge           ---         104          ---          104
  Total Operating Expenses    1,532       1,343        4,434        3,688

  Operating Income              645         383        1,975        1,391

Interest Income (Expense):
 Interest and Investment
 Income                           9          13           24           37
 Interest Expense                (8)        (10)         (29)         (32)
  Interest, Net                   1           3           (5)           5
 
 Earnings Before Income Taxes   646         386        1,970        1,396

Income Taxes                    254         150          774          543

  Net Earnings              $   392     $   236     $  1,196     $    853

Weighted Average Number of
  Common Shares Outstanding   1,471       1,461        1,469        1,457
 
Basic Earnings Per Share    $  0.27     $  0.16     $   0.81     $   0.59
 
Weighted Average Number of
  Common Shares Outstanding
  Assuming Dilution           1,547       1,529        1,544        1,521

Diluted Earnings Per Share  $  0.26     $  0.16     $   0.79     $   0.57

Dividends Per Share         $ 0.030     $ 0.025     $  0.085     $  0.070

</TABLE>
See accompanying notes to consolidated condensed financial statements.

<PAGE>
<TABLE>
<CAPTION>
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                      
                                 (Unaudited)
(In Millions, Except Share Data)
                                            November 1,   February 1,
                                              1998          1998 
ASSETS
<S>                                         <C>          <C>                  
Current Assets:
 Cash and Cash Equivalents                  $    515     $    172
 Short-Term Investments                            1            2
 Receivables, Net                                459          556
 Merchandise Inventories                       4,157        3,602
 Other Current Assets                            116          128
  Total Current Assets                         5,248        4,460

 Property and Equipment, at cost               8,917        7,487
 Less: Accumulated Depreciation
       and Amortization                       (1,213)        (978)
  Net Property and Equipment                   7,704        6,509

 Long-Term Investments                            15           15
 Notes Receivable                                 28           27
 Cost in Excess of the Fair Value 
 of Net Assets Acquired                          263          140
 Other                                            66           78
                                            $ 13,324     $ 11,229

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts Payable                           $  2,144     $  1,358
 Accrued Salaries and Related Expenses           383          312
 Sales Taxes Payable                             204          143
 Other Accrued Expenses                          555          530
 Income Taxes Payable                             90          105
 Current Installments of Long-Term Debt           10            8
  Total Current Liabilities                    3,386        2,456

Long-Term Debt, excluding current
 installments                                  1,319        1,303
Other Long-Term Liabilities                      219          178
Deferred Income Taxes                             79           78
Minority Interest                                  5          116

Stockholders' Equity:
 Common Stock, par value $0.05.
  Authorized: 2,500,000,000 shares;
  issued and outstanding  -
  1,473,829,000 shares at 11/1/98
  and 1,464,216,000 shares at 2/1/98              74           73
 Paid-In Capital                               2,820        2,626
 Retained Earnings                             5,502        4,430
 Cumulative Translation Adjustments              (75)         (28)
                                               8,321        7,101
     
 Less Shares Purchased for Compensation
  Plans                                            5            3
  
  Total Stockholders' Equity                   8,316        7,098

                                            $ 13,324     $ 11,229
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>                                      
                                      
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      
                                 (Unaudited)

(In Millions)
Nine Months Ended
                           
                                        November 1, 1998    November 2, 1997
<S>                                        <C>                <C>
Cash Provided From Operations:

Net Earnings                               $  1,196           $    853

Reconciliation of Net Earnings to Net Cash
 Provided by Operations:
  Depreciation and Amortization                 277                205
  Decrease (Increase) in Receivables, Net        95               (123)
  Increase in Merchandise Inventories          (567)              (756)
  Increase in Accounts Payable and
    Accrued Expenses                            981                953
  Increase in Income Taxes Payable               29                ---
  Other                                          26                 15
     Net Cash Provided by Operations          2,037              1,147

Cash Flows From Investing Activities:

Capital Expenditures                         (1,486)              (985)
Proceeds from Sales of Property and
  Equipment                                      30                 46
Payment for Purchase of
  Minority Partnership Interest                (261)               ---
Purchases of Investments                         (2)              (194)
Proceeds from Maturities of Investments           3                312
Repayments of Advances Secured by Real
  Estate, Net                                    (1)                (1)
     Net Cash Used in Investing Activities   (1,717)              (822)

Cash Flows From Financing Activities:

Proceeds from Long-Term Borrowings              ---                 15
Principal Repayments of Long-Term Debt           (5)               (37)
Proceeds from Sale of Common Stock, Net         150                106
Cash Dividends Paid to Stockholders            (125)              (102)
Minority Interest Contributions to
  Partnership                                     7                  5
     Net Cash Provided by (Used in)
       Financing Activities                      27                (13)

Effect of Exchange Rate Changes on Cash, Net     (4)               ---
Increase in Cash and Cash Equivalents           343                312
Cash and Cash Equivalents at Beginning of
  Period                                        172                146
Cash and Cash Equivalents at End of Period $    515           $    458
</TABLE>

See accompanying notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                                      
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                      
                                 (Unaudited)

(In Millions)
                           
                            Three Months Ended        Nine Months Ended
                           
                            November 1, November 2,   November 1, November 2,
                              1998        1997          1998        1997
<S>                         <C>         <C>           <C>         <C>          
Net Earnings                $      392  $      236    $    1,196  $     853

Other Comprehensive
 Income, net of tax:
   Foreign Currency
   Translation
   Adjustments                      (9)         (5)          (28)       (10)
 Unrealized Loss on
   Investments                     ---          ---          ---         (1)

Other Comprehensive
   Income                           (9)         (5)          (28)       (11)

Comprehensive Income        $      383  $      231    $    1,168  $     842
                                      
</TABLE>

<PAGE>                                      
                                      
                   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 third quarter of fiscal  1998,
      The  Home  Depot Canada has opened 34 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.
      
<PAGE>
      
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                      
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
                                                            (Decrease) in
                       Three Months      Nine Months        Dollar Amounts
                          Ended              Ended      
Selected Consolidated   
Statements of Earnings  Nov. 1,  Nov. 2,  Nov. 1,  Nov. 2,  Three   Nine
Data                     1998     1997     1998     1997    Months  Months
<S>                     <C>      <C>      <C>      <C>      <C>     <C>
Net Sales                100.0%   100.0%   100.0%   100.0%    23.8%   24.6%

Gross Profit              28.3     27.8     27.9     27.6     26.1    26.2

Operating Expenses:
 Selling and
   Store Operating        17.9     17.9     17.4     17.5     23.3    23.5
 Pre-Opening               0.3      0.3      0.3      0.2     50.0    41.9
 General and
   Administrative          1.7      1.7      1.6      1.7     23.6    23.0
 Non-Recurring Charge      ---      1.7      ---      0.6      N/A     N/A
  
  Total Operating
    Expenses              19.9     21.6     19.3     20.0     14.1    20.2
  Operating Income         8.4      6.2      8.6      7.6     68.4    42.0

Interest Income
 (Expense):
 Interest and Investment
    Income                 0.1      0.2      0.1      0.2    (30.8)  (35.1)
 Interest Expense         (0.1)    (0.2)    (0.1)    (0.2)   (20.0)   (9.4)

  Interest, Net            ---      ---      ---      ---    (66.7) (200.0)

  Earnings Before
   Income Taxes            8.4      6.2      8.6      7.6     67.4    41.1

Income Taxes               3.3      2.4      3.4      3.0     69.3    42.5
  Net Earnings             5.1%     3.8%     5.2%     4.6%    66.1    40.2

Selected Consolidated
 Sales Data
Number of Transactions
 (in Millions)           167      139      503      418       20.1    20.3

Average Amount of Sale
 Per Transaction         $45.62   $44.50   $45.26   $43.89     2.5     3.1

Weighted Average
  Weekly Sales
Per Operating
  Store (in Thousands)   $  847   $  838   $  878   $  865     1.1     1.5

Weighted Average
  Sales Per Square Foot  $  412   $  411   $  427   $  424     0.2     0.7
</TABLE>

<PAGE>
                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                 (CONTINUED)



FORWARD-LOOKING STATEMENTS

Certain written and oral statements made by the Company or with the approval
of  an  authorized executive officer of the Company may constitute "forward-
looking  statements"  as  defined under the  Private  Securities  Litigation
Reform  Act of 1995.  Words or phrases such as "should result, are  expected
to,  we  anticipate,  we  estimate, we project" or similar  expressions  are
intended  to  identify  forward-looking statements.   These  statements  are
subject  to certain risks and uncertainties that could cause actual  results
to  differ  materially  from  the Company's historical  experience  and  its
present expectations or projections.  These risks and uncertainties include,
but are not limited to, unanticipated weather conditions, stability of costs
and availability of sourcing channels, conditions affecting the acquisition,
development  and  ownership of real estate, and the impact  of  competition.
Caution  should  be taken not to place undue reliance on any  such  forward-
looking statements, since such statements speak only as of the date  of  the
making of such statements.

RESULTS OF OPERATIONS

Sales for the third quarter of fiscal 1998 increased 23.8% to $7.699 billion
from  $6.217  billion for the third quarter of fiscal 1997.  For  the  first
nine  months  of fiscal 1998, sales increased 24.6% to $22.961 billion  from
$18.425  billion  for  the  comparable period in  fiscal  1997.   The  sales
increase  for  both periods was primarily attributable to  new  stores  (717
stores open at the end of the third quarter of fiscal 1998 compared with 583
at  the end of the third quarter of fiscal 1997) and a comparable store-for-
store  sales increase of 7% for both the third quarter and first nine months
of  fiscal 1998.

Gross profit as a percent of sales was 28.3% for the third quarter of fiscal
1998 compared with 27.8% for the third quarter of fiscal 1997. For the first
nine  months  of  fiscal 1998 gross profit as a percent of sales  was  27.9%
compared  with  27.6% for the comparable period of fiscal  1997.  The  gross
profit  rate increase for both periods was primarily attributable to product
line  reviews  and other merchandising initiatives, which have  resulted  in
lower  costs  of  merchandise.  In addition, sales mix  changes  and  better
shrink results contributed to a higher margin rate.

Operating  expenses as a percent of sales decreased to 19.9% for  the  third
quarter  of  fiscal  1998 from 21.6% for the third quarter  of  fiscal  1997
primarily due to a pre-tax non-recurring charge of $104 million in the third
quarter  of  fiscal 1997 related to the settlements of an employment-related
class action lawsuit and three other lawsuits.  For the first nine months of
fiscal  1998,  operating  expenses decreased to 19.3%  from  20.0%  for  the
comparable period in fiscal 1997, primarily due to the non-recurring  charge
as described above.

Selling  and store operating expenses as a percent of sales were  17.9%  for
the  third  quarter  of  both fiscal 1998 and 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 fiscal 1998, the Company purchased the
remaining  25%  of  The  Home  Depot  Canada  Partnership  from  The  Molson
Companies.   As  a  result, minority interest expense,  which  includes  the
Molson  Companies'  share of earnings in the partnership,  was  lower  as  a
percent  of sales in the third quarter and first nine months of fiscal  1998
compared  with the third quarter and first nine months of fiscal  1997.   In
addition,  claims  expenses related to the company's  self-funded  insurance
programs  were lower than last year as a percent of sales due  to  continued
focus  on safety programs and claims management. Partially offsetting  these
decreases were higher store selling payroll expenses as a percent  of  sales
for the third quarter of fiscal 1998 compared to the third quarter of fiscal
1997  primarily  due  to  the continued focus on  certain  areas,  including
flooring and other decor areas that require
<PAGE>

                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                              (CONTINUED)


RESULTS OF OPERATIONS - (Continued)

labor  skills  which  tend to carry higher than average  pay  rates.   Also,
credit card discounts were higher than last year due to a higher penetration
of  credit card sales. Selling and store operating expenses as a percent  of
sales decreased to 17.4% for the first nine months of fiscal 1998 from 17.5%
for  the  first nine months of fiscal 1997.  This decrease was due primarily
to  lower  net advertising expenses and minority interest expense, partially
offset by higher store selling payroll expense, as described above.

Pre-opening  expenses as a percent of sales were 0.3% for the third  quarter
and first nine months of  fiscal 1998 compared to 0.3% for the third quarter
and  0.2%  for the first nine months of fiscal 1997.  The Company opened  38
stores  and  relocated  3  stores during the third quarter  of  fiscal  1998
compared with 24 new stores and 2 store relocations during the third quarter
of  fiscal 1997.  General and administrative expenses as a percent of  sales
were  1.7%  for the third quarter of both fiscal 1998 and fiscal  1997,  and
1.6%  for  the first nine months of fiscal 1998 compared to 1.7% for  fiscal
1997.

Net  interest as a percent of sales was 0.0% for the third quarter and first
nine  months  of both fiscal 1998 and fiscal 1997.  As a percent  of  sales,
interest  and investment income for the third quarter and first nine  months
of  fiscal 1998 decreased to 0.1% from 0.2% for the third quarter and  first
nine months of  fiscal 1997, primarily due to lower investment balances  and
lower  interest rates.  Interest expense as a percent of sales decreased  to
0.1%  for  the third quarter and first nine months of fiscal 1998 from  0.2%
for  the  comparable  periods of fiscal 1997.  The  decrease  was  primarily
attributable to leverage achieved from higher sales in fiscal  1998  and  to
higher capitalized interest expense during fiscal 1998.

The Company's combined federal and state effective income tax rate increased
to  39.3%  for the third quarter and first nine 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 5.1% and 5.2% for the third
quarter  and first nine months of fiscal 1998, respectively, from  3.8%  and
4.6%  for  the third quarter and first nine months of fiscal 1997 (4.8%  and
5.0%  for  the third quarter and first nine months of fiscal 1997  excluding
the  non-recurring charge.) The increases as a percent of sales  for  fiscal
1998,   excluding  the  non-recurring  charge  last  year,  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.

Diluted  earnings  per share was $0.26 and $0.79 for the third  quarter  and
first  nine months of fiscal 1998, respectively, compared to $0.16 and $0.57
for  the  third  quarter and first nine months of fiscal 1997, respectively.
Diluted earnings per share for 1997, excluding the non-recurring charge, was
$0.20 for the third quarter and $0.61 for the first nine months.
<PAGE>

                    THE HOME DEPOT, INC. AND SUBSIDIARIES
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                 (CONTINUED)


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. During the  first
nine  months  of fiscal 1998, the Company opened 93 stores and  relocated  4
stores.   During  the remainder of fiscal 1998, the Company  plans  to  open
approximately 44 new stores, for a 22% unit growth rate.  It is  anticipated
that  approximately 82% 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.   The  Company increased its available funding under  the  operating
lease  agreement to $600 million in May 1997 and to $882 million in  October
1998.   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
operating lease agreement and anticipates utilizing this facility to finance
selected  new  stores  in fiscal 1998 and 1999, 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 $13.1  million  per
location.   The cost to remodel and fixture stores to be leased is  expected
to  average  approximately $2.5 million per store.  In  addition,  each  new
store will require approximately $3.0 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 November 1, 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.
<PAGE>

                    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  November  1, 1998, the Company had $516 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  $882  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 internal systems impacted by the Year  2000
Problem, or implement new systems to become Year 2000 compliant in a  timely
manner. This compliance plan consists of four major areas of focus: systems,
desktops, facilities  and supplier  management. The total cost of executing 
this  plan  is estimated  at  $13,000,000  and, as of November 1, 1998, the 
Company had expended approximately $5,250,000 to effect the plan.

The  Company has  substantially completed  the intial phases of the systems
portion of  the compliance plan.  The intial phases  include completing an 
inventory of all software programs operating on Company systems, identifying
Year 2000 problems and developing contingency plans. The next phase involves
creating an appropriate testing environment and, as of November 1, 1998, this
phase was approximately 70% complete. Subsequent phases of the systems portion
of the compliance plan involve execution of testing and the installation of
Year 2000  compliant software into  the production  environment, which were,
respectively, approximately 30% and 25% complete as of the end of the third
quarter of  fiscal 1998. The  Company anticipates  completing  the systems
portion of its compliance plan by the end of the first quarter of fiscal 1999.
  
The  Company has  conducted an inventory of  all desktop  applications. All
desktop applications  critical to the Company's overall business are  being
evaluated under the  method described above. As of  November 1, 1998, this
process was approximately 70% complete. The Company expects the execution of
this portion of the plan to be substantially complete by the end of the fiscal
year 1998. Desktop infrastructure is also being tested. The Company expects
the testing of desktop infrastructure to be subsantially complete during the
first quarter of fiscal 1999.

Substantially all critical facilities systems, including, but not limited to,
security  systems, energy  management, material handling, copiers and faxes,
have  been inventoried  and are being  tested. As of November 1, 1998, this
process was approximately 33% complete. The Company anticipates completing
the facilities systems portion of its compliance plan before the end of the
second quarter of fiscal 1999.
<PAGE>

                     THE HOME DEPOT,INC.AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                (CONTINUED)

YEAR 2000 - (Continued)
                 
The Company is assessing the Year 2000 compliance status of its suppliers,
many of which participate in electronic data interchange ("EDI") or similar
programs with  the Company. The Company anticipates conducting substantial
testing with EDI merchandise suppliers during 1999. In addition, the Company
plans to  communicate with  all its transportation carriers  and to conduct 
similar testing. With respect to merchandise suppliers participating in EDI
programs with the Company, the Company anticipates conducting point-to-point
testing of these EDI systems for Year 2000 compliance.

The Company's risks involved with not solving the Year 2000 Problem 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 of merchandise, manufacturing shut-downs, delays
in processing  customer transactions, bank errors and  computer errors by
suppliers.  Because the Company's Year  2000 compliance  is dependent upon
certain third parties (including infrastructure providers) also  being Year
2000 compliant  on a timely  basis, there can be  no assurance that the
Company's  efforts will prevent a  material adverse  affect on its results
of operations, financial condition or business. The Company is developing
contingency plans for those areas of its business which may be affected by
the Year 2000 Problem.

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.
<PAGE>


                         PART II. OTHER INFORMATION
                                      
                                      
Item 4. Submission of Matters to a Vote of Security Holders

        During  the third quarter of fiscal 1998, no matters were  submitted
        to a vote of security  holders.

Item 5. Other Information

        None

Item 6. Exhibits

         11.1    Computation of Basic and Diluted Earnings Per Share
         27.     Financial  Data  Schedule  (only  submitted  to  SEC  in
                  electronic format)
                
<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/ Arthur M. Blank
                                        Arthur M. Blank
                                        President & CEO



                                            
                                         /s/ Marshall L. Day
                                        Marshall L. Day
                                        Senior Vice President Finance &
                                        Accounting







  December 7, 1998
    (Date)

<PAGE>
                   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)


<TABLE>
<CAPTION>

                                                               Exhibit 11.1
                  THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                     COMPUTATION OF BASIC AND DILUTED
                            EARNINGS PER SHARE

(In Millions, Except Per Share Data)
                              Three Months Ended     Nine Months Ended

                             Nov 1,     Nov 2,       Nov 1,     Nov 2,
BASIC                          1998       1997         1998       1997

<S>                          <C>        <C>          <C>        <C> 
Net Earnings Available to
  Common Shareholders        $   392    $   236      $ 1,196    $   853

Weighted Average Number
  of Common Shares
  Outstanding                  1,471      1,461        1,469      1,457
Basic Earnings Per Share     $  0.27    $  0.16      $  0.81    $  0.59


DILUTED

Net Earnings Available to
  Common Shareholders        $   392    $   236      $ 1,196    $   853
  
Tax-Effected Interest 
  Expense Attributable to 
  3.25% Convertible 
  Subordinated Notes               5          6           17         18

Net Earnings Available to 
  Common Shareholders 
  Assuming Dilution          $   397    $   242      $ 1,213    $   871

Weighted Average Number of
  Common Shares Outstanding    1,471      1,461        1,469      1,457

Effect of Potentially 
  Dilutive Securities:
  3.25% Convertible 
  Subordinated Notes              48         48           48         48

Employee Stock Plans              28         20           27         16

Weighted Average Number of
  Common Shares Outstanding 
  Assuming Dilution            1,547      1,529        1,544      1,521


Diluted Earnings Per Share   $  0.26    $  0.16      $  0.79    $  0.57

      (1)    Employee stock plans represent shares granted under the Company's
 employee stock purchase plan and stock option plans, as well as shares
 issued for deferred compensation stock plans.  For fiscal years 1998 and
 1997, shares issuable upon conversion of the Company's 3.25% Notes, issued
 in October 1996, were included in weighted average shares assuming dilution 
 for purposes of calculating diluted earnings per share. To calculate diluted
 earnings per share, net earnings are adjusted for tax-effected net interest
 and issue costs on the 3.25% Notes and divided by weighted average shares 
 assuming dilution.


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          Jan-31-1999
<PERIOD-END>                               Nov-01-1998
<CASH>                                        515
<SECURITIES>                                    1
<RECEIVABLES>                                 459
<ALLOWANCES>                                    0
<INVENTORY>                                 4,157
<CURRENT-ASSETS>                            5,248
<PP&E>                                      8,917
<DEPRECIATION>                              1,213
<TOTAL-ASSETS>                             13,324
<CURRENT-LIABILITIES>                       3,386
<BONDS>                                     1,319
                           0
                                     0
<COMMON>                                       74
<OTHER-SE>                                  8,242
<TOTAL-LIABILITY-AND-EQUITY>               13,324
<SALES>                                     7,699
<TOTAL-REVENUES>                            7,699
<CGS>                                       5,522
<TOTAL-COSTS>                               5,522
<OTHER-EXPENSES>                            1,532
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                              1
<INCOME-PRETAX>                               646
<INCOME-TAX>                                  254
<INCOME-CONTINUING>                           392
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                  392
<EPS-PRIMARY>                                 .27
<EPS-DILUTED>                                 .26
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission