HOME DEPOT INC
10-Q, 1998-06-01
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>
                               Page 1 of 15
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-Q
(Mark One)

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended  May 3, 1998

                                  - OR -
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                                to

Commission file number 1-8207

                           THE HOME DEPOT, INC.

          (Exact name of registrant as specified in its charter)

     Delaware                                   95-3261426

(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification Number)

2455 Paces Ferry Road         Atlanta, Georgia                 30339

(Address of principal executive offices)                    (Zip Code)

                              (770) 433-8211

           (Registrant's telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes  X   No

                  APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

          $.05 par value 734,780,313 Shares, as of May 27, 1998
<PAGE>
                  THE HOME DEPOT, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                               May 3, 1998

                                                                       Page
Part I.  Financial Information:

     Item 1.  Financial Statements
     CONSOLIDATED STATEMENTS OF EARNINGS -
         Three-Month Periods Ended May 3,1998 and May 4,1997.............3

     CONSOLIDATED CONDENSED BALANCE SHEETS -
         As of May 3,1998 and February 1,1998............................4

     CONSOLIDATED STATEMENTS OF CASH FLOWS -
         Three-Month Periods Ended May 3, 1998 and May 4,1997............5
         
     CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME-
         Three-Month Periods Ended May 3, 1998 and May 4,1997............6
     
     NOTES TO CONSOLIDATED CONDENSED
        FINANCIAL STATEMENTS.............................................7

     Item 2.  Management's Discussion and Analysis of Results
              of Operations and Financial Condition................... 8 - 12

Part II.  Other Information:

     Item 4.  Submission of Matters to a Vote of Security Holders.......13

     Item 6.  Exhibits and Reports on Form 8-K..........................13

     Signature Page.....................................................14

     Index to Exhibits..................................................15
<PAGE>
<TABLE>
<CAPTION>
                      PART I.  FINANCIAL INFORMATION
                                     
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                    CONSOLIDATED STATEMENTS OF EARNINGS
                                     
                                (Unaudited)

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

                                                 May 3,         May 4,
                                                  1998           1997
<S>                                           <C>             <C> 
Net Sales                                     $   7,123       $   5,657      
Cost of Merchandise Sold                          5,155           4,105
  Gross Profit                                    1,968           1,552

Operating Expenses:
 Selling and Store Operating                      1,268           1,017
 Pre-Opening                                         19              13
 General and Administrative                         121              97
  Total Operating Expenses                        1,408           1,127

Operating Income                                    560             425

Interest Income (Expense):
 Interest and Investment Income                       7              10
 Interest Expense                                   (11)            (11)
  Interest, Net                                      (4)             (1)

  Earnings Before Income Taxes                      556             424
Income Taxes                                        219             165

  Net Earnings                                $     337       $     259

Weighted Average Number of Common
 Shares Outstanding                                 733             725

Basic Earnings Per Share                      $    0.46       $    0.36

Weighted Average Number of Common
   Shares Outstanding Assuming Dilution             769             755

Diluted Earnings Per Share                    $    0.45       $    0.35

Dividends Per Share                           $    0.05       $    0.04
</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)
                                               May 3,     February 1,
ASSETS                                          1998        1998
<S>                                         <C>             <C> 
Current Assets:
 Cash and Cash Equivalents                  $    578        $    172            
 Short-Term Investments                            1               2
 Receivables, Net                                482             556
 Merchandise Inventories                       4,009           3,602
 Other Current Assets                            151             128
  Total Current Assets                         5,221           4,460

 Property and Equipment, at cost               7,908           7,487
 Less: Accumulated Depreciation
       and Amortization                       (1,055)           (978)
  Net Property and Equipment                   6,853           6,509

 Long-Term Investments                            15              15
 Notes Receivable                                 25              27
 Cost in Excess of the Fair Value
   of Net Assets Acquired                        281             140
 Other                                            82              78
                                            $ 12,477        $ 11,229

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts Payable                           $  2,071        $  1,358
 Accrued Salaries and Related Expenses           335             312
 Sales Taxes Payable                             212             143
 Other Accrued Expenses                          517             530
 Income Taxes Payable                            253             105
 Current Installments of Long-Term Debt            5               8
  Total Current Liabilities                    3,393           2,456

Long-Term Debt,excluding current
  installments                                 1,313           1,303
Other Long-Term Liabilities                      215             178
Deferred Income Taxes                             79              78
Minority Interest                                  3             116

Stockholders' Equity:
 Common Stock, par value $0.05.
  Authorized: 1,000,000,000 shares;
  issued and outstanding -
  733,805,000 shares at 5/3/98
  and 732,108,000 shares at 2/1/98                37              37
 Paid-In Capital                               2,732           2,662
 Retained Earnings                             4,732           4,430
 Cumulative Translation Adjustments              (24)            (28)
                                               7,477           7,101
     
 Less Shares Purchased for Compensation
  Plans                                            3               3
  
   Total Stockholders' Equity                  7,474           7,098

                                            $ 12,477        $ 11,229
</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)
                                                  Three Months Ended
                           
                                               May 3, 1998    May 4, 1997
Cash Provided From Operations:
<S>                                               <C>            <C>           
Net Earnings                                      $    337       $    259

Reconciliation of Net Earnings to Net Cash
 Provided by Operations:
  Depreciation and Amortization                         87             67
  Decrease in Receivables, Net                          74             28
  Increase in Merchandise Inventories                 (404)          (524)
  Increase in Accounts Payable and Accrued 
   Expenses                                            818            765
  Increase in Income Taxes Payable                     171            141
  Other                                                (23)           (16)
     Net Cash Provided by Operations                 1,060            720

Cash Flows From Investing Activities:

Capital Expenditures                                  (424)          (266)
Proceeds from Sales of Property and Equipment           12             10
Payment for Purchase of Minority Partnership
 Interest                                             (261)           ---
Purchases of Investments                                (1)           (23)
Proceeds from Maturities of Investments                  2             16
Repayments of Advances Secured by Real Estate,
 Net                                                     3             28
     Net Cash Used in Investing Activities            (669)          (235)

Cash Flows From Financing Activities:

Principal Repayments of Long-Term Debt                  (4)           (36)
Proceeds from Sale of Common Stock, Net                 47             46
Cash Dividends Paid to Stockholders                    (36)           (29)
Minority Interest Contributions to Partnership           8              2
     Net Cash Provided by (Used in)
     Financing Activities                               15            (17)

Increase in Cash and Cash Equivalents                  406            468
Cash and Cash Equivalents at Beginning of Period       172            146
Cash and Cash Equivalents at End of Period        $    578       $    614
</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
                    
                                               May 3,        May 4,
                                               1998          1997
<S>                                          <C>           <C>                  
Net Earnings                                 $    337      $    259

Other Comprehensive Income,
 net of tax:Foreign Currency
 Translation Adjustments                            4            (9)
  Unrealized Loss on Investments                  ---            (1)

Other Comprehensive Income                          4           (10)

Comprehensive Income                         $    341      $    249
</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.    Purchase of Minority Interest in Canadian Partnership

      During  the first quarter of fiscal 1998, the Company purchased,  for
      $261  million,  the remaining 25% partnership interest  in  The  Home
      Depot  Canada that was held by The Molson Companies.  As a result  of
      this  transaction, the Company and its subsidiaries now  own  all  of
      The   Home  Depot's  Canadian  operations.   The  Home  Depot  Canada
      partnership  was formed in February, 1994, when the Company  acquired
      75%  of  Aikenhead's  Home  Improvement  Warehouse,  which  was  then
      operating  seven  home  improvement  stores  in  Canada.   Since  the
      original  acquisition, The Home Depot Canada has opened 30 additional
      stores  through  quarter-end.  The terms of the original  partnership
      agreement provided for a put/call option, which would result  in  the
      Company purchasing the remaining 25% of The Home Depot Canada at  any
      time  after  the  sixth anniversary of the original  agreement.   The
      companies  reached  a  mutual agreement,  however,  to  complete  the
      purchase transaction at an earlier date.
      
<PAGE>
<TABLE>
<CAPTION>
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                     
The  data  below reflects selected sales data, the percentage  relationship
between  sales  and  major  categories in the  Consolidated  Statements  of
Earnings,  and the percentage change in the dollar amounts of each  of  the
items.
        
                                          Three Months Ended
                                                                 Percentage
                                                                  Increase
                                         May 3,       May 4,   (Decrease)in
                                         1998         1997    Dollar Amounts
Selected Consolidated
Statements of Earnings Data
<S>                                 <C>           <C>         <C>   
Net Sales                               100.0%       100.0%       25.9%

Gross Profit                             27.6         27.4        26.8

Operating Expenses:
 Selling and Store Operating             17.8         18.0        24.7
 Pre-Opening                              0.2          0.2        46.2
 General and Administrative               1.7          1.7        24.7

  Total Operating Expenses               19.7         19.9        24.9

  Operating Income                        7.9          7.5        31.8

Interest Income (Expense):
 Interest and Investment Income           0.1          0.2       (30.0)
 Interest Expense                        (0.2)        (0.2)        0.0
  Interest, Net                          (0.1)         0.0       300.0
  
  Earnings Before Income Taxes            7.8          7.5        31.1

Income Taxes                              3.1          2.9        32.7
  Net Earnings                            4.7%         4.6%       30.1%

Selected Consolidated Sales Data

Number of Transactions (000's)        156,209      129,744       20.4%

Average Amount of Sale Per
 Transaction                        $   45.19    $   43.45        4.0

Weighted Average Weekly Sales
Per Operating Store (000's)         $     854    $     834        2.4

Weighted Average Sales Per
 Square Foot                        $     417    $     410        1.7%
</TABLE>
<PAGE>
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                (CONTINUED)


RESULTS OF OPERATIONS

Sales  for  the  first  quarter of fiscal 1998 increased  25.9%  to  $7.123
billion compared to sales of $5.657 billion for the first quarter of fiscal
1997.  The sales increase for the quarter was primarily attributable to new
stores (656 at the end of the first quarter of fiscal 1998 compared to  536
at the end of the first quarter of fiscal 1997) and a comparable store-for-
store sales increase of 7%.

Gross  profit  as  a percent of sales was 27.6% for the  first  quarter  of
fiscal  1998  compared to 27.4% for the comparable period of  fiscal  1997.
The  gross profit rate increase was primarily attributable to product  line
reviews  and other merchandising initiatives which have resulted  in  lower
costs  of  merchandise.   Sales mix changes also contributed  to  the  rate
increase.

Operating  expenses as a percent of sales decreased to 19.7% for the  first
quarter  of  fiscal 1998 from 19.9% for the first quarter of  fiscal  1997,
primarily due to lower selling and store operating expenses as a percent of
sales.

Selling  and store operating expenses as a percent of sales were 17.8%  for
the  first  quarter  of fiscal 1998 compared to 18.0%  for  the  comparable
period  of  fiscal  1997.  During the first quarter of  1998,  the  Company
purchased the remaining 25% of The Home Depot Canada partnership  from  The
Molson  Companies.   As  a  result, expense for  minority  interest,  which
represents the Molson Companies' share of earnings in the partnership,  was
lower as a percent of sales in the first quarter of fiscal 1998 compared to
the  first  quarter of fiscal 1997.  In addition, net advertising  expenses
decreased  as  a  percent of sales due to increased  national  advertising,
higher  cooperative  advertising  participation  from  vendors,  and   cost
leverage  attained from opening new stores in existing markets.   Partially
offsetting these decreases were higher store selling payroll expenses, as a
percent  of  sales, for the first quarter of fiscal 1998  compared  to  the
first  quarter  of  fiscal  1997.  Several of the  Company's  focus  areas,
including  flooring and other decor areas, require labor skills which  tend
to carry higher than average pay rates.

Pre-opening expenses as a percent of sales were 0.2% for the first  quarter
of  both  fiscal 1998 and fiscal 1997.  Pre-opening expenses  were  for  32
stores opened in the first quarter of fiscal 1998 compared to 24 new stores
and  one store relocation during the first quarter of fiscal 1997.  General
&  administrative  expenses as a percent of sales were 1.7%  for  both  the
first quarter of fiscal 1998 and fiscal 1997.

Net  interest expense as a percent of sales increased to 0.1% for the first
quarter  of  fiscal 1998 compared to 0.0% for the first quarter  of  fiscal
1997.   As a percent of sales, interest and investment income decreased  to
0.1% in fiscal 1998 from 0.2% in the first quarter of fiscal 1997 primarily
due  to  lower investment balances resulting from funds used to open stores
and the acquisition of the remaining 25% of the Canadian partnership.
<PAGE>

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


RESULTS OF OPERATIONS - (Continued)

The  Company's  combined  federal  and  state  effective  income  tax  rate
increased to 39.3% for the first quarter of fiscal 1998 compared  to  38.9%
for  the  comparable  period last year.  The increase  was  due  to  higher
effective state tax rates and a reduction in tax-exempt interest income.

Net  earnings as a percent of sales increased to 4.7% for the first quarter
of  fiscal  1998 from 4.6% for the first quarter of fiscal 1997, reflecting
higher  gross  margin  and  lower  selling and  store  operating  expenses,
partially  offset  by  higher  net interest expense  and  income  taxes  as
described above.

Diluted earnings per share increased 29% to $0.45 for the first quarter  of
fiscal 1998 from $0.35 for the first quarter of fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

Cash  flow  generated from store operations provides  the  Company  with  a
significant  source of liquidity.  Additionally, a significant  portion  of
the Company's inventory is financed under vendor credit terms.

The  Company  opened  32 stores during the first quarter  of  fiscal  1998.
During   the  remainder  of  fiscal  1998,  the  Company  plans   to   open
approximately  105  new  stores and relocate  4  existing  stores.   It  is
anticipated  that approximately 78% of these locations will be  owned,  and
the remainder will be leased.  The Company also plans to open approximately
170  stores,  including relocations, in fiscal 1999.   In  June  1996,  the
Company  entered  into  a $300 million operating lease  agreement  for  the
purpose  of  financing construction costs of certain new  stores.   In  May
1997, the Company increased its available funding under the operating lease
agreement  to $600 million.  Under the agreement, the lessor purchases  the
properties,  pays  for the construction costs and subsequently  leases  the
facilities  to  the  Company.  The lease provides for substantial  residual
value  guarantees and includes purchase options at original  cost  on  each
property.   The Company financed a portion of new stores opened  in  fiscal
1997 under the agreement and anticipates utilizing this facility to finance
selected  new stores in fiscal 1998 and an office building in fiscal  1999.
In addition, some planned locations for fiscal 1998 and fiscal 1999 will be
leased individually, and it is expected that many locations may be obtained
through  the  acquisition of land parcels and construction or  purchase  of
buildings.  While the cost of new stores to be constructed and owned by the
Company  varies widely, principally due to land costs, new store costs  are
currently  estimated to average approximately $13.3 million  per  location.
The  cost to remodel and fixture stores to be leased is expected to average
approximately  $2.4 million per store.  In addition, each  new  store  will
require  approximately $3.6 million to finance inventories, net  of  vendor
financing.
<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)

During  fiscal  1996, the Company issued, through a public  offering,  $1.1
billion  of  3.25% Convertible Subordinated Notes due October 1,2001("3.25%
Notes"). The 3.25% Notes were issued at par and are convertible into shares
of  the  Company's  common  stock at any time  prior  to  maturity,  unless
previously  redeemed by the Company, at a conversion price of $46.0833  per
share, subject to adjustment under certain conditions.  The 3.25% Notes may
be  redeemed, at the option of the Company, at any time on or after October
2,  1999,  in  whole or in part, at a redemption price of 100.813%  of  the
principal  amount  and  after October 1, 2000, at  100%  of  the  principal
amount.   The  Company  used the net proceeds from the  offering  to  repay
outstanding  commercial paper obligations, to finance  a  portion  of   the
Company's  capital expenditure program, including planned store  expansions
and renovations, and for general corporate purposes.

The  Company has a commercial paper program that allows borrowings up to  a
maximum  of  $800  million.  As of May 3, 1998, there  were  no  borrowings
outstanding under the program.  In connection with the program, the Company
has  a  back-up credit facility with a consortium of banks for up  to  $800
million.   The  credit facility, which expires in December  2000,  contains
various  restrictive  covenants, none of which is  expected  to  materially
impact the Company's liquidity or capital resources.

As  of  May  3,  1998,  the  Company had $579  million  in  cash  and  cash
equivalents and short-term investments, as well as $15 million in long-term
investments.   Management  believes that its  current  cash  position,  the
proceeds  from  short-term and long-term investments, internally  generated
funds,  funds  available  from its $800 million commercial  paper  program,
funds available from the $600 million operating lease agreement, and/or the
ability  to obtain alternate sources of financing should enable the Company
to  complete  its capital expenditure programs, including store  expansions
and renovations, through the next several fiscal years.

YEAR 2000

The Company is currently addressing a universal situation commonly referred
to  as  the  "Year  2000 Problem."  The Year 2000 Problem  relates  to  the
inability  of certain computer software programs to properly recognize  and
process  date-sensitive information relative to the year 2000  and  beyond.
During  fiscal  1997, the Company developed a plan to devote the  necessary
resources to identify and modify systems impacted by the Year 2000 Problem,
or  implement new systems to become year 2000 compliant in a timely manner.
The  cost of executing this plan is not expected to have a material  impact
on  the  Company's  results  of  operations  or  financial  condition.   In
addition,  the  Company has contacted its major suppliers  and  vendors  to
ensure  their  awareness of the Year 2000 Problem.   If  the  Company,  its
suppliers or vendors are unable to resolve issues related to the year  2000
on a timely basis, it could result in a material financial risk.
<PAGE>
                                     
                                     
                   THE HOME DEPOT, INC. AND SUBSIDIARIES
                                     
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                                (CONTINUED)


IMPACT OF INFLATION AND CHANGING PRICES

Although  the  Company cannot accurately determine the  precise  effect  of
inflation  on  its  operations, it does not believe  inflation  has  had  a
material effect on sales or results of operations.
<PAGE>

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

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

Item 6. Exhibits
                          
        11.1 Computation of Basic and Diluted Earnings Per Share
        27.  Financial   Data  Schedule  (only  submitted  to   SEC   in
                electronic format)
<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







  June 1, 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

                                                   May 3,        May 4,
                                                   1998           1997
BASIC
<S>                                              <C>           <C>
Net Earnings Available to Common
   Shareholders                                  $   337       $   259

Weighted Average Number of
   Common Shares Outstanding                         733           725
             Basic Earnings Per Share            $  0.46       $  0.36


DILUTED

Net Earnings Available to Common
   Shareholders                                  $   337       $  259
  
Tax Effected Interest Expense
   Attributable to 3.25% Convertible
   Subordinated Notes                                  6            6
Net Earnings Available to Common
   Shareholders Assuming Dilution                $   343       $  265

Weighted Average Number of
   Common Shares Outstanding                         733          725

Effect of Potentially Dilutive Securities:
   3.25% Convertible Subordinated Notes               24           24

   Employee Stock Plans                               12            6

Weighted Average Number of Common Shares
    Outstanding Assuming Dilution                    769          755


       Diluted Earnings Per Share                $  0.45       $ 0.35

(1) Employee stockplans 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.
<PAGE>


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                     5
<MULTIPLIER>                          1,000,000
                                   <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                   Jan-31-1999
<PERIOD-END>                        May-03-1998
<CASH>                                      578
<SECURITIES>                                  1
<RECEIVABLES>                               482
<ALLOWANCES>                                  0
<INVENTORY>                               4,009
<CURRENT-ASSETS>                          5,221
<PP&E>                                    7,908
<DEPRECIATION>                            1,055
<TOTAL-ASSETS>                           12,477
<CURRENT-LIABILITIES>                     3,393
<BONDS>                                   1,313
                         0
                                   0
<COMMON>                                     37
<OTHER-SE>                                7,437
<TOTAL-LIABILITY-AND-EQUITY>             12,477
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