8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2012

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THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

__________________

Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

On May 15, 2012, The Home Depot, Inc. (the “Company”) issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal quarter ended April 29, 2012.

The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01.     Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release of The Home Depot, Inc.

2

SIGNATURE

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 hereunto duly authorized.

THE HOME DEPOT, INC.
By:	/s/ Carol B. Tomé
Name:	Carol B. Tomé
Title:	Chief Financial Officer and Executive Vice President – Corporate Services

Date: May 14, 2012

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release of The Home Depot, Inc.

4

EX-99.1

Exhibit 99.1

THE HOME DEPOT ANNOUNCES FIRST QUARTER RESULTS;

UPDATES FISCAL YEAR 2012 GUIDANCE

ATLANTA, May 15, 2012 -- The Home Depot^®, the world's largest home improvement retailer, today reported sales of $17.8 billion for the first quarter of fiscal 2012, a 5.9percent increase from the first quarter of fiscal 2011. Comparable store sales for the first quarter of fiscal 2012 were positive 5.8 percent, and comp sales for U.S. stores were positive 6.1 percent.

Net earnings for the first quarter were $1.0 billion, or $0.68 per diluted share, compared with net earnings of $812 million, or $0.50 per diluted share, in the same period of fiscal 2011. For the first quarter of fiscal 2012, diluted earnings per share increased 36.0 percent from the same period in the prior year.

First quarter of fiscal 2012 results reflect a benefit to earnings, net of tax, of $43 million, or $0.03 per diluted share, related to the termination of the Company's guarantee of a senior secured loan.

“We saw a stronger-than-expected start to the year, driven by record warm weather and continued demand for core products,” said Frank Blake, chairman & CEO. “I would like to thank our associates for their hard work and dedication.”

Updated Fiscal 2012 Guidance

Based on its year-to-date performance, the Company updated its fiscal 2012 guidance and now expects sales to be up approximately 4.6 percent for the year on a 53-week basis. The Company raised its fiscal 2012 diluted earnings-per-share guidance and now expects diluted earnings per share to be up approximately 17 percent to $2.90 for the year. This earnings-per-share guidance includes the $0.03 per diluted share benefit related to the termination of the Company's guarantee of a senior secured loan, the benefit of the Company's year-to-date share repurchases and the Company's intent to repurchase $2.4 billion in additional shares over the remainder of the year.

On June 6 at 9 a.m. ET, the Company will hold its Investor and Analyst Conference to update the investment community on the long range outlook of the business. All presentations will be webcast live at ir.homedepot.com in the Events & Presentations section.

The Home Depot will conduct a conference call today at 9 a.m. ET to discuss information included in this news release and related matters. The conference call will be available in its entirety through a webcast and replay at earnings.homedepot.com.

At the end of the first quarter, the Company operated a total of 2,254 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, Guam, 10 Canadian provinces, Mexico and China. The Company employs more than 300,000 associates. The Home Depot's stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor's 500 index.

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To provide clarity, internally and externally, about the Company's operating performance for recently completed fiscal periods, the Company supplemented its reporting with non-GAAP financial measures to reflect the impact of the benefit related to the termination of the Company's guarantee of a third-party senior secured loan. The Company believes that these non-GAAP financial measures better enable management and investors to understand and analyze the Company's performance by providing them with meaningful information relevant to events of unusual nature or frequency that impact the comparability of underlying business results from period to period. However, this supplemental information should not be considered in isolation or as a substitute for the related GAAP measures. A reconciliation of the non-GAAP financial measures to the comparable GAAP measures can be found attached to this press release and at http://earnings.homedepot.com.

Certain statements contained herein constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to, among other things, the demand for our products and services, net sales growth, comparable store sales, state of the economy, state of the residential construction, housing and home improvement markets, state of the credit markets, including mortgages, home equity loans and consumer credit, inventory and in-stock positions, commodity price inflation and deflation, implementation of store and supply chain initiatives, continuation of reinvestment plans, net earnings performance, earnings per share, stock-based compensation expense, capital allocation and expenditures, liquidity, the effect of adopting certain accounting standards, return on invested capital, management of our purchasing or customer credit policies, the effect of accounting charges, the ability to issue debt on terms and at rates acceptable to us, store openings and closures, expense leverage, guidance for fiscal 2012 and financial outlook. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control or are currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include but are not limited to those described in Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for our fiscal year ended January 29, 2012.

Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the Securities and Exchange Commission.

For more information, contact:
Financial Community	News Media
Diane Dayhoff	Paula Drake
Vice President of Investor Relations	Senior Manager of Corporate Communications
770-384-2666	770-384-3439
diane_dayhoff@homedepot.com	paula_drake@homedepot.com

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE MONTHS ENDED APRIL 29, 2012 AND MAY 1, 2011

(Unaudited)

(Amounts in Millions Except Per Share Data and as Otherwise Noted)

	Three Months Ended
	April 29, 2012			May 1, 2011			% Increase (Decrease)
NET SALES	$	17,808		$	16,823		5.9	%
Cost of Sales	11,625			10,995			5.7
GROSS PROFIT	6,183			5,828			6.1
Operating Expenses:
Selling, General and Administrative	4,086			4,009			1.9
Depreciation and Amortization	383			397			(3.5	)
Total Operating Expenses	4,469			4,406			1.4
OPERATING INCOME	1,714			1,422			20.5
Interest and Other (Income) Expense:
Interest and Investment Income	(5		)	(2		)	150.0
Interest Expense	156			141			10.6
Other	(67		)	—			N/A
Interest and Other, net	84			139			(39.6	)
EARNINGS BEFORE PROVISION FOR INCOME TAXES	1,630			1,283			27.0
Provision for Income Taxes	595			471			26.3
NET EARNINGS	$	1,035		$	812		27.5	%
Weighted Average Common Shares	1,522			1,599			(4.8	)%
BASIC EARNINGS PER SHARE	$	0.68		$	0.51		33.3
Diluted Weighted Average Common Shares	1,531			1,611			(5.0	)%
DILUTED EARNINGS PER SHARE	$	0.68		$	0.50		36.0
	Three Months Ended
SELECTED HIGHLIGHTS	April 29, 2012			May 1, 2011			% Increase (Decrease)
Number of Customer Transactions	328.9			316.5			3.9	%
Average Ticket (actual)	$	54.51		$	53.35		2.2
Weighted Average Weekly Sales per Operating Store (in thousands)	$	612		$	578		5.9
Square Footage at End of Period	236			235			0.4
Capital Expenditures	$	228		$	199		14.6
Depreciation and Amortization (1)	$	410		$	424		(3.3	)%

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(1) Includes depreciation of distribution centers and tool rental equipment included in Cost of Sales and amortization of deferred financing costs included in Interest Expense.

N/A - Not Applicable

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS ITEMS EXCLUDING CERTAIN ADJUSTMENTS (NON-GAAP)

FOR THE THREE MONTHS ENDED APRIL 29, 2012 AND MAY 1, 2011

(Unaudited)

(Amounts in Millions Except Per Share Data)

	Three Months Ended April 29, 2012
	Actuals		Adjustment(1)			As Adjusted (Non-GAAP)
Operating Income	$	1,714	$	—		$	1,714
Interest and Other, net	84		(67		)	151
Net Earnings	$	1,035	$	43		$	992
Diluted Earnings Per Share	$	0.68	$	0.03		$	0.65
	Three Months Ended May 1, 2011
	Actuals		Adjustment			As Adjusted (Non-GAAP)
Operating Income	$	1,422	$	—		$	1,422
Interest and Other, net	139		—			139
Net Earnings	$	812	$	—		$	812
Diluted Earnings Per Share	$	0.50	$	—		$	0.50

—————

(1) The Company recognized a benefit in the first quarter of fiscal 2012 resulting from the termination of its guarantee of the HD Supply senior secured loan.

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF APRIL 29, 2012, MAY 1, 2011 AND JANUARY 29, 2012

(Unaudited)

(Amounts in Millions)

	April 29, 2012		May 1, 2011		January 29, 2012
ASSETS
Cash and Cash Equivalents	$	3,191	$	1,806	$	1,987
Receivables, net	1,519		1,456		1,245
Merchandise Inventories	11,582		11,694		10,325
Other Current Assets	1,060		1,205		963
Total Current Assets	17,352		16,161		14,520
Property and Equipment, net	24,371		24,993		24,448
Goodwill	1,139		1,209		1,120
Other Assets	438		434		430
TOTAL ASSETS	$	43,300	$	42,797	$	40,518
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable	$	7,135	$	6,543	$	4,856
Accrued Salaries and Related Expenses	1,263		1,195		1,372
Current Installments of Long-Term Debt	33		43		30
Other Current Liabilities	3,668		3,677		3,118
Total Current Liabilities	12,099		11,458		9,376
Long-Term Debt	10,792		10,720		10,758
Other Long-Term Liabilities	2,434		2,421		2,486
Total Liabilities	25,325		24,599		22,620
Total Stockholders' Equity	17,975		18,198		17,898
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	43,300	$	42,797	$	40,518

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 29, 2012 AND MAY 1, 2011

(Unaudited)

(Amounts in Millions)

	Three Months Ended
	April 29, 2012			May 1, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings	$	1,035		$	812
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	410			424
Stock-Based Compensation Expense	58			60
Changes in Working Capital and Other	987			802
Net Cash Provided by Operating Activities	2,490			2,098
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures	(228		)	(199		)
Other	7			15
Net Cash Used in Investing Activities	(221		)	(184		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-Term Borrowings, net of discount	—			1,994
Repayments of Long-Term Debt	(7		)	(1,007		)
Repurchases of Common Stock	(1,131		)	(1,301		)
Proceeds from Sales of Common Stock	412			34
Cash Dividends Paid to Stockholders	(444		)	(403		)
Other	87			19
Net Cash Used in Financing Activities	(1,083		)	(664		)
Change in Cash and Cash Equivalents	1,186			1,250
Effect of Exchange Rate Changes on Cash and Cash Equivalents	18			11
Cash and Cash Equivalents at the Beginning of the Period	1,987			545
Cash and Cash Equivalents at the End of the Period	$	3,191		$	1,806