The Home Depot, Inc is an American home improvement chain based in Atlanta. It operates 2,284 DIY stores (as of April 2018) in North America (USA, Canada, Mexico, Puerto Rico) and claims to be the largest DIY store chain in the world. The company has over 400,000 employees.
The Home Depot also owns home improvement stores and user stores, such as the EXPO Design Center, Landscape Supply Garden Center, and a number of specialized stores.
The company was founded in Atlanta in 1978 by Bernie Marcus and Arthur Blank. It grew rapidly, with annual sales of $1 billion in 1986. In fiscal 2017, sales were $ 100.9 billion.
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 August 2, 1998 - OR - TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8207 THE HOME DEPOT, INC. (Exact name of registrant as specified in its charter) Delaware 95-3261426 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2455 Paces Ferry Road N.W. Atlanta, Georgia 30339 (Address of principal executive offices) (Zip Code) (770) 433-8211 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. $.05 par value 1,470,510,673 Shares, as of August 21, 1998
THE HOME DEPOT, INC. AND SUBSIDIARIES INDEX TO FORM 10-Q August 2, 1998 Page Part I. Financial Information: Item 1. Financial Statements CONSOLIDATED STATEMENTS OF EARNINGS - Three-Month and Six-Month Periods Ended August 2, 1998 and August 3, 1997........................3 CONSOLIDATED CONDENSED BALANCE SHEETS - As of August 2, 1998 and February 1, 1998......................4 CONSOLIDATED STATEMENTS OF CASH FLOWS - Six -Month Periods Ended August 2, 1998 and August 3, 1997........................5 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - Three-Month and Six-Month Periods Ended August 2, 1998 and August 3, 1997........................6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS............................................7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition .................. 8 - 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk......................................................12 Part II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders...................................................13 Item 5. Other Information.........................................13 Item 6. Exhibits and Reports on Form 8-K..........................14 Signature Page....................................................15 Index to Exhibits.................................................16
<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 Six Months Ended August 2, August 3, August 2, August 3, 1998 1997 1998 1997 <S> <C> <C> <C> <C> Net Sales $ 8,139 $ 6,550 $ 15,263 $ 12,208 Cost of Merchandise Sold 5,876 4,749 11,031 8,855 Gross Profit 2,263 1,801 4,232 3,353 Operating Expenses: Selling and Store Operating 1,353 1,103 2,620 2,120 Pre-Opening 18 14 37 27 General and Administrative 122 101 244 199 Total Operating Expenses 1,493 1,218 2,901 2,346 Operating Income 770 583 1,331 1,007 Interest Income (Expense): Interest and Investment Income 9 14 15 24 Interest Expense (10) (11) (21) (22) Interest, Net (1) 3 (6) 2 Earnings Before Income Taxes 769 586 1,325 1,009 Income Taxes 302 228 521 392 Net Earnings $ 467 $ 358 $ 804 $ 617 Weighted Average Number of Common Shares Outstanding 1,470 1,459 1,468 1,455 Basic Earnings Per Share $ 0.32 $ 0.25 $ 0.55 $ 0.42 Weighted Average Number of Common Shares Outstanding Assuming Dilution 1,546 1,524 1,542 1,517 Diluted Earnings Per Share $ 0.31 $ 0.24 $ 0.53 $ 0.41 Dividends Per Share $ 0.03 $ 0.03 $ 0.06 $ 0.05 </TABLE> See accompanying notes to consolidated condensed financial statements.
<TABLE> <CAPTION> THE HOME DEPOT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (In Millions, Except Share Data) August 2, February 1, 1998 1998 ASSETS <S> <C> <C> Current Assets: Cash and Cash Equivalents $ 654 $ 172 Short-Term Investments 1 2 Receivables, Net 423 556 Merchandise Inventories 3,786 3,602 Other Current Assets 149 128 Total Current Assets 5,013 4,460 Property and Equipment, at cost 8,348 7,487 Less: Accumulated Depreciation and Amortization (1,135) (978) Net Property and Equipment 7,213 6,509 Long-Term Investments 15 15 Notes Receivable 24 27 Cost in Excess of the Fair Value of Net Assets Acquired 269 140 Other 59 78 $ 12,593 $ 11,229 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 1,812 $ 1,358 Accrued Salaries and Related Expenses 373 312 Sales Taxes Payable 210 143 Other Accrued Expenses 559 530 Income Taxes Payable 114 105 Current Installments of Long-Term Debt 5 8 Total Current Liabilities 3,073 2,456 Long-Term Debt, excluding current installments 1,317 1,303 Other Long-Term Liabilities 215 178 Deferred Income Taxes 79 78 Minority Interest 4 116 Stockholders' Equity: Common Stock, par value $0.05. Authorized: 2,500,000,000 shares; issued and outstanding - 1,470,302,000 shares at 8/2/98 and 1,464,216,000 shares at 2/1/98 74 73 Paid-In Capital 2,742 2,626 Retained Earnings 5,154 4,430 Cumulative Translation Adjustments (60) (28) 7,910 7,101 Less Shares Purchased for Compensation Plans 5 3 Total Stockholders' Equity 7,905 7,098 $ 12,593 $ 11,229 </TABLE> See accompanying notes to consolidated condensed financial statements.
<TABLE> <CAPTION> THE HOME DEPOT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Millions) Six Months Ended August 2, 1998 August 3, 1997 <S> <C> <C> Cash Provided From Operations: Net Earnings $ 804 $ 617 Reconciliation of Net Earnings to Net Cash Provided by Operations: Depreciation and Amortization 180 134 Decrease (Increase) in Receivables, Net 132 (4) Increase in Merchandise Inventories (192) (472) Increase in Accounts Payable and Accrued Expenses 642 650 Increase in Income Taxes Payable 40 18 Other 1 (11) Net Cash Provided by Operations 1,607 932 Cash Flows From Investing Activities: Capital Expenditures (891) (585) Proceeds from Sales of Property and Equipment 22 25 Payment for Purchase of Minority Partnership Interest (261) --- Purchases of Investments (1) (65) Proceeds from Maturities of Investments 2 49 Repayments of Advances Secured by Real Estate, Net 3 8 Net Cash Used in Investing Activities (1,126) (568) Cash Flows From Financing Activities: Principal Repayments of Long-Term Debt (4) (37) Proceeds from Sale of Common Stock, Net 84 64 Cash Dividends Paid to Stockholders (81) (65) Minority Interest Contributions to Partnership 5 1 Net Cash Provided by (Used in) Financing Activities 4 (37) Effect of Exchange Rate Changes on Cash, Net (3) --- Increase in Cash and Cash Equivalents 482 327 Cash and Cash Equivalents at Beginning of Period 172 146 Cash and Cash Equivalents at End of Period $ 654 $ 473 </TABLE> See accompanying notes to consolidated condensed financial statements.
<TABLE> <CAPTION> THE HOME DEPOT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In Millions) Three Months Ended Six Months Ended August 2, August 3, August 2, August 3, 1998 1997 1998 1997 <S> <C> <C> <C> <C> Net Earnings $ 467 $ 358 $ 804 $ 617 Other Comprehensive Income, net of tax: Foreign Currency Translation Adjustments (22) --- (19) (5) Unrealized Loss on Investments --- --- --- (1) Other Comprehensive Income (22) --- (19) (6) Comprehensive Income $ 445 $ 358 $ 785 $ 611 </TABLE>
THE HOME DEPOT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Summary of Significant Accounting Policies: Basis of Presentation - The accompanying consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended February 1, 1998, as filed with the Securities and Exchange Commission (File No. 1-8207). 2. Stock Split On May 27, 1998, the Board of Directors authorized a two-for-one stock split, effected in the form of a stock dividend, which was distributed on July 2, 1998 to stockholders of record on June 11, 1998. This distribution resulted in a transfer on the Company's balance sheet of $36,751,000 to common stock from paid -in-capital. The accompanying financial statements and management's discussion and analysis of results of operations and financial condition, including all share and per share amounts, have been adjusted to reflect this transaction. 3. Purchase of Minority Interest in Canadian Partnership During the first quarter of fiscal 1998, the Company purchased, for $261 million, the remaining 25% partnership interest in The Home Depot Canada partnership that was held by The Molson Companies. As a result of this transaction, the Company and its subsidiaries now own all of The Home Depot's Canadian operations. The Home Depot Canada partnership was formed in February, 1994 when the Company acquired 75% of Aikenhead's Home Improvement Warehouse, which was then operating seven home improvement stores in Canada. Since the original acquisition and through the end of the second quarter of fiscal 1998, The Home Depot Canada has opened 33 additional stores. The terms of the original partnership agreement provided for a put/call option, which would have resulted in the Company purchasing the remaining 25% of The Home Depot Canada at any time after the sixth anniversary of the original agreement. The companies reached a mutual agreement, however, to complete the purchase transaction at an earlier date.
<TABLE> <CAPTION> THE HOME DEPOT, INC. AND SUBSIDIARIES Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The data below reflects selected sales data, the percentage relationship between sales and major categories in the Consolidated Statements of Earnings, and the percentage change in the dollar amounts of each of the items. Percentage Increase Three Months Six Months (Decrease) in Ended Ended Dollar Amounts Selected Consolidated Statements of Earnings Aug 2, Aug 3, Aug 2, Aug 3, Three Six Data 1998 1997 1998 1997 Months Months <C> <C> <C> <C> <C> <C> Net Sales 100.0% 100.0% 100.0% 100.0% 24.3% 25.0% Gross Profit 27.8 27.5 27.7 27.4 25.7 26.2 Operating Expenses: Selling and Store Operating 16.7 16.9 17.2 17.3 22.7 23.6 Pre-Opening 0.2 0.2 0.2 0.2 28.6 37.0 General and Administrative 1.5 1.5 1.6 1.6 20.8 22.6 Total Operating Expenses 18.4 18.6 19.0 19.1 22.6 23.7 Operating Income 9.4 8.9 8.7 8.3 32.1 32.2 Interest Income (Expense): Interest and Investment Income 0.1 0.2 0.1 0.2 (35.7) (37.5) Interest Expense (0.1) (0.2) (0.1) (0.2) (9.1) (4.5) Interest, Net 0.0 0.0 0.0 0.0 (133.3) (400.0) Earnings Before Income Taxes 9.4 8.9 8.7 8.3 31.2 31.3 Income Taxes 3.7 3.4 3.4 3.2 32.5 32.9 Net Earnings 5.7% 5.5% 5.3% 5.1% 30.4 30.3 Selected Consolidated Sales Data Number of Transactions (in Millions) 180 149 336 279 20.8 20.4 Average Amount of Sale Per Transaction $44.98 $43.71 $45.08 $43.59 2.9 3.4 Weighted Average Weekly Sales Per Operating Store (in Thousands) $ 933 $ 922 $ 894 $ 879 1.2 1.7 Weighted Average Sales Per Square Foot $ 455 $ 452 $ 436 $ 431 0.7 1.2 </TABLE>
THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) RESULTS OF OPERATIONS Sales for the second quarter of fiscal 1998 increased 24.3% to $8.139 billion from $6.550 billion for the second quarter of fiscal 1997. For the first six months of fiscal 1998, sales increased 25% to $15.263 billion from $12.208 billion for the comparable period in fiscal 1997. The sales increase for both periods was primarily attributable to new stores (679 stores open at the end of the second quarter of fiscal 1998 compared with 559 at the end of the second quarter of fiscal 1997) and a comparable store- for-store sales increase of 7% for both the second quarter and first six months of fiscal 1998. Gross profit as a percent of sales was 27.8% for the second quarter of fiscal 1998 compared with 27.5% for the second quarter of fiscal 1997. For the first six months of fiscal 1998 gross profit as a percent of sales was 27.7% compared to 27.4% for the comparable period of fiscal 1997. The gross profit rate increase for both periods was primarily attributable to sales mix changes, lower lumber costs and to product line reviews and other merchandising initiatives, which have resulted in lower costs of merchandise. Operating expenses as a percent of sales decreased to 18.4% for the second quarter of fiscal 1998 from 18.6% for the second quarter of fiscal 1997, primarily due to lower selling and store operating expenses as a percent of sales. For the first six months of fiscal 1998, operating expenses decreased to 19.0% from 19.1% for the comparable period in fiscal 1997. Selling and store operating expenses as a percent of sales were 16.7% for the second quarter of fiscal 1998 compared to 16.9% for the comparable period of fiscal 1997. Net advertising expenses decreased as a percent of sales due to increased national advertising and cost leverage achieved from opening new stores in existing markets. During the first quarter of 1998, the Company purchased the remaining 25% of The Home Depot Canada Partnership from The Molson Companies. As a result, expense for minority interest, which represents the Molson Companies' share of earnings in the partnership, was lower as a percent of sales in the second quarter and first six months of fiscal 1998 compared with the second quarter and first six months of fiscal 1997. In addition, store relocation costs as a percent of sales were lower during the second quarter of fiscal 1998 than in the second quarter of fiscal 1997, due to differences in the unrecoverable costs of relocated stores and timing of the relocations. Partially offsetting these decreases were higher store selling payroll expenses as a percent of sales for the second quarter of fiscal 1998 compared to the second quarter of fiscal 1997 primarily due to increased focus on certain areas, including flooring and other decor areas that require labor skills which tend to carry higher than average pay rates. Selling and store operating expenses as a percent to sales decreased to 17.2% for the first six months of fiscal 1998 from 17.3% for the first six months of fiscal 1997. This decrease was due to lower net advertising expenses, minority interest expense and store relocation costs as described above.
THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) RESULTS OF OPERATIONS - (Continued) Pre-opening expenses as a percent of sales were 0.2% for the second quarter and first six months of both fiscal 1998 and fiscal 1997. The Company opened 23 stores and relocated 1 during the second quarter of fiscal 1998 compared with 23 new stores and no relocations during the second quarter of fiscal 1997. General and administrative expenses as a percent of sales were 1.5% for both the second quarter of fiscal 1998 and fiscal 1997 and 1.6% for the first six months of fiscal 1998 and fiscal 1997. Net interest as a percent of sales was 0.0% for the second quarter and first six months of both fiscal 1998 and fiscal 1997. As a percent of sales, interest and investment income for the second quarter and first six months of fiscal 1998 decreased to 0.1% from 0.2% for the second quarter and first six months of 1997 primarily due to lower investment balances resulting from funds used to open new stores. Interest expense was substantially equivalent in dollars for both the second quarter and first six months of fiscal 1998 and fiscal 1997 but was lower as a percent of sales this year compared to last year due to the increase in sales. The Company's combined federal and state effective income tax rate increased to 39.3% for the second quarter and first six months of fiscal 1998 from 38.9% for the comparable periods of fiscal 1997. The increase was due to higher effective state tax rates and a reduction in tax-exempt interest income. Net earnings as a percent of sales increased to 5.7% and 5.3.% for the second quarter and first six months of fiscal 1998, respectively, from 5.5% and 5.1% for the second quarter and first six months of fiscal 1997. Diluted earnings per share were $0.31 and $0.53 for the second quarter and first six months of fiscal 1998, respectively, compared to $0.24 and $0.41 for the second quarter and first six months of fiscal 1997, respectively. The increases for fiscal 1998 were primarily attributable to higher gross margin rates and lower selling and store operating expenses, partially offset by higher income tax rates, as described above. LIQUIDITY AND CAPITAL RESOURCES Cash flow generated from store operations provides the Company with a significant source of liquidity. Additionally, a significant portion of the Company's inventory is financed under vendor credit terms.
THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES - (Continued) During the first six months of fiscal 1998, the Company opened 55 stores and relocated 1 store. During the remainder of fiscal 1998, the Company plans to open approximately 82 new stores and relocate 3 existing stores, for a 22% unit growth rate. It is anticipated that approximately 87% of these locations will be owned, and the remainder will be leased. The Company also plans to open approximately 170 stores, including relocations, in fiscal 1999. In June 1996, the Company entered into a $300 million operating lease agreement for the purpose of financing construction costs of certain new stores. In May 1997, the Company increased its available funding under the operating lease agreement to $600 million. Under the agreement, the lessor purchases the properties, pays for the construction costs and subsequently leases the facilities to the Company. The lease provides for substantial residual value guarantees and includes purchase options at original cost on each property. The Company financed a portion of new stores opened in fiscal 1997 under the agreement and anticipates utilizing this facility to finance selected new stores in fiscal 1998 and an office building in fiscal 1999. In addition, some planned locations for fiscal 1998 and fiscal 1999 will be leased individually, and it is expected that many locations may be obtained through the acquisition of land parcels and construction or purchase of buildings. While the cost of new stores to be constructed and owned by the Company varies widely, principally due to land costs, new store costs are currently estimated to average approximately $13.2 million per location. The cost to remodel and fixture stores to be leased is expected to average approximately $2.4 million per store. In addition, each new store will require approximately $2.9 million to finance inventories, net of vendor financing. During fiscal 1996, the Company issued, through a public offering, $1.1 billion of 3.25% Convertible Subordinated Notes due October 1, 2001 ("3.25% Notes"). The 3.25% Notes were issued at par and are convertible into shares of the Company's common stock at any time prior to maturity, unless previously redeemed by the Company, at a conversion price of $23.0416 per share, subject to adjustment under certain conditions. The 3.25% Notes may be redeemed, at the option of the Company, at any time on or after October 2, 1999, in whole or in part, at a redemption price of 100.813% of the principal amount and after October 1, 2000, at 100% of the principal amount. The Company used the net proceeds from the offering to repay outstanding commercial paper obligations, to finance a portion of the Company's capital expenditure program, including store expansions and renovations, and for general corporate purposes. The Company has a commercial paper program that allows borrowings up to a maximum of $800 million. As of August 2, 1998, there were no borrowings outstanding under the program. In connection with the program, the Company has a back-up credit facility with a consortium of banks for up to $800 million. The credit facility, which expires in December 2000, contains various restrictive covenants, none of which is expected to materially impact the Company's liquidity or capital resources.
THE HOME DEPOT, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES - (Continued) As of August 2, 1998, the Company had $655 million in cash and cash equivalents and short-term investments, as well as $15 million in long-term investments. Management believes that its current cash position, the proceeds from short-term and long-term investments, internally generated funds, funds available from its $800 million commercial paper program, funds available from the $600 million operating lease agreement, and/or the ability to obtain alternate sources of financing should enable the Company to complete its capital expenditure programs, including store expansions and renovations, through the next several fiscal years. YEAR 2000 The Company is currently addressing a universal situation commonly referred to as the "Year 2000 Problem." The Year 2000 Problem relates to the inability of certain computer software programs to properly recognize and process date-sensitive information relative to the Year 2000 and beyond. During fiscal 1997, the Company developed a plan to devote the necessary resources to identify and modify systems impacted by the Year 2000 Problem, or implement new systems to become Year 2000 compliant in a timely manner. The total cost of executing this plan is estimated at $13 million and, as of August 2, 1998, the Company was approximately 50% complete with the execution of this plan. In addition, the Company has contacted its major suppliers and vendors seeking information about their internal compliance efforts. The Company's risks involved with not solving the Year 2000 issue include, but are not limited to, the following: loss of local or regional electric power, loss of telecommunication services, delays or cancellations of shipping or transportation, manufacturing shut- downs, bank errors and computer errors by vendors. The Company is in the process of developing contingency plans for those areas which might be affected by the Year 2000 Problem. If the Company, its suppliers or vendors are unable to resolve issues related to the Year 2000 on a timely basis, it could result in a material financial risk. IMPACT OF INFLATION AND CHANGING PRICES Although the Company cannot accurately determine the precise effect of inflation on its operations, it does not believe inflation has had a material effect on sales or results of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company has not entered into any transactions using derivative financial instruments or derivative commodity instruments and believes that its exposure to market risk associated with other financial instruments (such as investments) are not material.
PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Company's Annual Meeting of Stockholders, on May 27, 1998, the stockholders elected the slate of nominees for election as director with votes cast as follows: Arthur M. Blank had 625,423,396 shares for and 13,329,195 shares withheld; Dr. Johnnetta B. Cole had 626,684,757 shares for and 12,067,834 shares withheld; Mr. Milledge A. Hart, III had 625,413,650 shares for and 13,338,940 shares withheld and Ms. M. Faye Wilson had 625,386,512 shares for and 13,366,078 shares withheld. There were no abstentions or broker non-votes applicable to the election of directors. The following other directors have terms of office as a director that continue after the meeting: Col. Frank Borman, Mr. Ronald M. Brill, Mr. John L. Clendenin, Mr. Berry R. Cox, Mr. Donald R. Keough, Mr. Kenneth G. Langone and Mr. Bernard Marcus. The stockholders approved The Home Depot, Inc. Senior Officers' Bonus Pool Plan with votes cast as follows: 609,451,180 shares for; 25,361,261 shares against; and 3,940,149 shares abstained. There were no broker non-votes applicable to this vote. The stockholders approved the Company's Executive Officers' Bonus Plan with votes cast as follows: 608,907,799 shares for; 25,799,325 shares against; and 4,045,466 shares abstained. There were no broker non-votes applicable to this vote. The stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares with votes cast as follows: 574,925,835 shares for; 61,862,075 shares against; and 1,964,679 shares abstained. There were no broker non-votes applicable to this vote. The stockholders rejected a proposal to amend the Company's Bylaws to require that the Board of Directors consist of a majority of independent directors with votes cast as follows: 157,973,605 shares for; 367,446,802 shares against; 7,824,898 shares abstained; and 105,507,284 broker non-votes. The stockholders rejected a proposal relating to a report on certain employment matters with votes cast as follows: 73,465,537 shares for; 437,824,806 shares against; 21,756,366 shares abstained; and 105,705,879 broker non-votes. Item 5. Other Information Stockholders who desire the Company to include notice of a matter in the Company's Proxy Statement for its 1999 Annual Stockholders' Meeting under Rule 14a-4 of the Exchange Act must submit notice to the Company's Secretary no later than February 25, 1999.
PART II. OTHER INFORMATION (CONTINUED) Item 6. Exhibits 3.1 Restated Certificate of Incorporation of The Home Depot, Inc., as amended. 3.2 Bylaws, as amended. 11.1 Computation of Basic and Diluted Earnings Per Share 27. Financial Data Schedule (only submitted to SEC in electronic format)
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE HOME DEPOT, INC. (Registrant) By: /s/ Arthur M. Blank Arthur M. Blank President & CEO /s/ Marshall L. Day Marshall L. Day Senior Vice President Finance & Accounting August 31, 1998 (Date)
THE HOME DEPOT, INC. AND SUBSIDIARIES INDEX TO EXHIBITS Exhibit Description 3.1 Restated Certificate of Incorporation of The Home Depot, Inc., as amended 3.2 Bylaws, as amended 11.1 Computation of Basic and Diluted Earnings Per Share 27. Financial Data Schedule (only submitted to SEC in electronic format)