8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 19, 2008

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8207	95-3261426
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	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):

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

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

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

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

TABLE OF CONTENTS

Item 2.02    Results of Operations and Financial Condition.	3
Item 9.01    Financial Statements and Exhibits.	3
SIGNATURE	4
EXHIBIT INDEX	5
EX-99.1 PRESS RELEASE DATED AUGUST 19, 2008

2

Item 2.02.         Results of Operations and Financial Condition.

On August 19, 2008, The Home Depot, Inc. issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal quarter ended August 3, 2008.

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.

3

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:  August 18, 2008

4

EXHIBIT INDEX

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

5

EX-99.1

Exhibit 99.1

THE HOME DEPOT ANNOUNCES SECOND QUARTER RESULTS

ATLANTA, August 19, 2008 — The Home Depot^®, the world’s largest home improvement retailer, today reported fiscal 2008 second quarter consolidated net earnings of $1.2 billion, or $0.71 per diluted share, compared with $1.6 billion, or $0.81 per diluted share, in the same period in fiscal 2007.  Earnings per diluted share from continuing operations in the second quarter of fiscal 2008 were $0.71, compared to $0.77 per diluted share in the second quarter of fiscal 2007, a decrease of 7.8 percent.

Sales for the second quarter totaled $21.0 billion, a 5.4 percent decrease from the second quarter of fiscal 2007, reflecting negative comparable store sales of 7.9 percent, offset in part by sales from new stores.

The Company’s fiscal 2007 contained 53 weeks of operations. This shifted the Company’s 2008 fiscal calendar.  Because of this shift, and given the seasonal nature of its business, second quarter sales, on a like for like calendar basis, were negatively impacted by approximately $160 million.  Excluding the calendar shift, on a like for like basis, comparable store sales for the quarter were negative 7.2 percent.

“We continue to see pressure on our market and the consumer, generally,” said Frank Blake, chairman & CEO. “Despite the macroeconomic conditions, we saw improved execution in our merchandising and operations initiatives during the past quarter. I am very proud of what our associates have accomplished in a difficult environment,” said Blake.

Fiscal Year 2008 Financial Outlook

Given the continued softness in the housing and home improvement markets as well as the commitment to invest in its key retail priorities, the Company believes fiscal 2008 sales will decline by approximately five percent and diluted earnings per share from continuing operations will decline by approximately 24 percent. This is consistent with its previous guidance.  The Company’s 2008 earnings per share guidance does not include its store rationalization charge from the closing of 15 stores and removal of 50 stores from its future growth pipeline.

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 homedepot.com in the Investor Relations section.

-more-

At the end of the second quarter, the Company operated a total of 2,257 retail stores, which included 1,965 The Home Depot stores in the United States (including the Commonwealth of Puerto Rico, the territory of the U.S. Virgin Islands and the territory of Guam), 167 stores in Canada, 72 stores in Mexico, 12 stores in China, as well as 2 THD Design Centers, 5 Yardbirds stores and 34 EXPO Design Center locations. 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.

Certain statements contained herein, including any statements related to the state of the home improvement market, the state of the construction and housing markets, our reinvestment plans and financial outlook, constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. While these statements are based on currently available information and current expectations and projections about future events, such forward-looking statements may prove to be incorrect. Risks and uncertainties include but are not limited to: economic conditions in North America; changes in our cost structure; our ability to attract, train and retain highly qualified associates; conditions affecting customer transactions and average ticket, including, but not limited to,  improving and streamlining operations, and customers’ in-store experience. Undue reliance should not be placed on such forward-looking statements as they speak only as of the date hereof, and we undertake no obligation to update these statements to reflect subsequent events or circumstances except as may be required by law. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended February 3, 2008.

###

For more information, contact:

Financial Community	News Media
Diane Dayhoff	Paula Drake
Sr. Vice President of Investor Relations	Sr. Mgr., 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 AND SIX MONTHS ENDED AUGUST 3, 2008 AND JULY 29, 2007

(Unaudited)

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

	Three Months Ended						% Increase		Six Months Ended						% Increase
	8-3-08			7-29-07			(Decrease)		8-3-08			7-29-07			(Decrease)
NET SALES	$	20,990		$	22,184		(5.4	)%	$	38,897		$	40,729		(4.5	)%
Cost of Sales	14,026			14,843			(5.5	)	25,861			27,125			(4.7	)
GROSS PROFIT	6,964			7,341			(5.1	)	13,036			13,604			(4.2	)
Operating Expenses:
Selling, General and Administrative	4,470			4,370			2.3		9,370			8,556			9.5
Depreciation and Amortization	452			414			9.2		896			819			9.4
Total Operating Expenses	4,922			4,784			2.9		10,266			9,375			9.5
OPERATING INCOME	2,042			2,557			(20.1	)	2,770			4,229			(34.5	)
Interest (Income) Expense:
Interest and Investment Income	(4		)	(27		)	(85.2	)	(7		)	(38		)	(81.6	)
Interest Expense	161			172			(6.4	)	328			343			(4.4	)
Interest, net	157			145			8.3		321			305			5.2
EARNINGS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES	1,885			2,412			(21.8	)	2,449			3,924			(37.6	)
Provision for Income Taxes	683			891			(23.3	)	891			1,456			(38.8	)
EARNINGS FROM CONTINUING OPERATIONS	1,202			1,521			(21.0	)	1,558			2,468			(36.9	)
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			66			(100.0	)	—			165			(100.0	)
NET EARNINGS	$	1,202		$	1,587		(24.3	)%	$	1,558		$	2,633		(40.8	)%
Weighted Average Common Shares	1,680			1,960			(14.3	)%	1,680			1,960			(14.3	)%
BASIC EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.72		$	0.78		(7.7	)	$	0.93		$	1.26		(26.2	)
BASIC EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS	$	—		$	0.03		(100.0	)	$	—		$	0.08		(100.0	)
BASIC EARNINGS PER SHARE	$	0.72		$	0.81		(11.1	)	$	0.93		$	1.34		(30.6	)
Diluted Weighted Average Common Shares	1,685			1,969			(14.4	)%	1,684			1,969			(14.5	)%
DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.71		$	0.77		(7.8	)	$	0.93		$	1.25		(25.6	)
DILUTED EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS	$	—		$	0.03		(100.0	)	$	—		$	0.08		(100.0	)
DILUTED EARNINGS PER SHARE	$	0.71		$	0.81		(12.3	)	$	0.93		$	1.34		(30.6	)

Note:  The sum of Diluted Earnings per Share from Continuing Operations and Diluted Earnings per Share from Discontinued Operations may not total Diluted Earnings per Share due to rounding.

	Three Months Ended				% Increase		Six Months Ended				% Increase
SELECTED HIGHLIGHTS (1)	8-3-08		7-29-07		(Decrease)		8-3-08		7-29-07		(Decrease)
Number of Customer Transactions	361		377		(4.2	)%	675		695		(2.9	)%
Average Ticket	$	57.58	$	58.30	(1.2	)	$	57.48	$	58.63	(2.0	)
Weighted Average Weekly Sales per Operating Store (in thousands)	$	707	$	772	(8.4	)	$	662	$	719	(7.9	)
Square Footage at End of Period	237		230		3.0		237		230		3.0
Capital Expenditures	$	511	$	794	(35.6	)	$	960	$	1,435	(33.1	)
Depreciation and Amortization (2)	$	482	$	446	8.1	%	$	956	$	881	8.5	%

(1) Includes continuing operations only.

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

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF AUGUST 3, 2008, JULY 29, 2007 AND FEBRUARY 3, 2008

(Amounts in Millions)

	8-3-08		7-29-07		2-3-08
	(Unaudited)		(Unaudited)		(Audited)
ASSETS
Cash and Short-Term Investments	$	1,062	$	3,024	$	457
Receivables, net	1,506		1,554		1,259
Merchandise Inventories	11,864		12,287		11,731
Other Current Assets	1,402		1,226		1,227
Current Assets of Discontinued Operations	—		3,781		—
Total Current Assets	15,834		21,872		14,674
Property and Equipment, net	27,077		26,649		27,476
Goodwill	1,218		1,189		1,209
Other Assets	970		623		965
Noncurrent Assets of Discontinued Operations	—		6,531		—
TOTAL ASSETS	$	45,099	$	56,864	$	44,324
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-Term Debt	$	—	$	—	$	1,747
Accounts Payable	7,122		7,686		5,732
Accrued Salaries and Related Expenses	1,062		1,077		1,094
Current Installments of Long-Term Debt	300		15		300
Other Current Liabilities	4,153		4,695		3,833
Current Liabilities of Discontinued Operations	—		1,714		—
Total Current Liabilities	12,637		15,187		12,706
Long-Term Debt	11,366		11,628		11,383
Other Long-Term Liabilities	2,447		2,459		2,521
Noncurrent Liabilities of Discontinued Operations	—		415		—
Total Liabilities	26,450		29,689		26,610
Total Stockholders’ Equity	18,649		27,175		17,714
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	45,099	$	56,864	$	44,324