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): November 18, 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):

£	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))

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 NOVEMBER 18, 2008

2

Item 2.02. Results of Operations and Financial Condition.

On November 18, 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 November 2, 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:  November 17, 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 THIRD QUARTER RESULTS

ATLANTA, November 18, 2008 — The Home Depot^®, the world's largest home improvement retailer, today reported fiscal 2008 third quarter consolidated net earnings of $756 million, or $0.45 per diluted share, compared with $1.1 billion, or $0.60 per diluted share, in the same period in fiscal 2007. Earnings per diluted share from continuing operations in the third quarter of fiscal 2008 were $0.45, compared to $0.59 per diluted share in the third quarter of fiscal 2007. 

Sales for the third quarter totaled $17.8 billion, a 6.2 percent decrease from the third quarter of fiscal 2007, reflecting negative comparable store sales of 8.3 percent, offset in part by sales from new stores. 

The Company had 53 weeks in fiscal 2007, which shifted the 2008 fiscal calendar.  Because of this shift and given the seasonal nature of its business, third quarter sales, on a like for like calendar basis, were negatively impacted by approximately $225 million.  Excluding the calendar shift, the Company’s like for like comp for the quarter was negative 7.1 percent.

“The housing and home improvement markets remain challenging.  Across our entire business, we are making the adjustments necessary to respond to a tough market environment,” said Frank Blake, chairman & CEO.

“We are focused on the things we can control with a commitment to provide value and service to our customers,” said Blake.  “I am proud of what our associates have accomplished in a very difficult sales environment.”

Fiscal Year 2008 Financial Outlook

Given the continued softness in the housing and home improvement markets as well as negative macro economic conditions, the Company now believes that fiscal 2008 sales could be down as much as 8 percent for the year.  The Company expects that earnings per share from continuing operations will decline by approximately 24 percent, consistent with 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 third quarter, the Company operated a total of 2,268 retail stores, which included 1,970 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), 172 stores in Canada, 73 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. HDE

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, comparable store sales, store openings and closures, implementation of store initiatives 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 and in other countries where we operate; 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, customers’ in-store experience, and risks associated with our distribution strategies and planned RDC roll-out. 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.  The risks and uncertainties described in our Form 10-K include the considerable risks associated with the current economic environment and the possible adverse effects on our results of operations and financial condition.

###

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 NINE MONTHS ENDED NOVEMBER 2, 2008 AND OCTOBER 28, 2007

(Unaudited)

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

	Three Months Ended						% Increase		Nine Months Ended						% Increase
	11-2-08			10-28-07			(Decrease)		11-2-08			10-28-07			(Decrease)
NET SALES	$	17,784		$	18,961		(6.2	)%	$	56,681		$	59,690		(5.0	)%
Cost of Sales	11,790			12,622			(6.6	)	37,651			39,747			(5.3	)
GROSS PROFIT	5,994			6,339			(5.4	)	19,030			19,943			(4.6	)
Operating Expenses:
Selling, General and Administrative	4,225			4,144			2.0		13,595			12,700			7.0
Depreciation and Amortization	446			431			3.5		1,342			1,250			7.4
Total Operating Expenses	4,671			4,575			2.1		14,937			13,950			7.1
OPERATING INCOME	1,323			1,764			(25.0	)	4,093			5,993			(31.7	)
Interest (Income) Expense:
Interest and Investment Income	(6		)	(29		)	(79.3	)	(13		)	(67		)	(80.6	)
Interest Expense	157			154			1.9		485			497			(2.4	)
Interest, net	151			125			20.8		472			430			9.8
EARNINGS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES	1,172			1,639			(28.5	)	3,621			5,563			(34.9	)
Provision for Income Taxes	416			568			(26.8	)	1,307			2,024			(35.4	)
EARNINGS FROM CONTINUING OPERATIONS	756			1,071			(29.4	)	2,314			3,539			(34.6	)
EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			20			(100.0	)	—			185			(100.0	)
NET EARNINGS	$	756		$	1,091		(30.7	)%	$	2,314		$	3,724		(37.9	)%
Weighted Average Common Shares	1,681			1,810			(7.1	)%	1,681			1,910			(12.0	)%
BASIC EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.45		$	0.59		(23.7	)	$	1.38		$	1.85		(25.4	)
BASIC EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS	$	—		$	0.01		(100.0	)	$	—		$	0.10		(100.0	)
BASIC EARNINGS PER SHARE	$	0.45		$	0.60		(25.0	)	$	1.38		$	1.95		(29.2	)
Diluted Weighted Average Common Shares	1,687			1,815			(7.1	)%	1,686			1,918			(12.1	)%
DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.45		$	0.59		(23.7	)	$	1.37		$	1.85		(25.9	)
DILUTED EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS	$	—		$	0.01		(100.0	)	$	—		$	0.10		(100.0	)
DILUTED EARNINGS PER SHARE	$	0.45		$	0.60		(25.0	)	$	1.37		$	1.94		(29.4	)

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		Nine Months Ended				% Increase
SELECTED HIGHLIGHTS (1)	11-2-08		10-28-07		(Decrease)		11-2-08		10-28-07		(Decrease)
Number of Customer Transactions	315		326		(3.4	)%	989		1,021		(3.1	)%
Average Ticket	$	55.86	$	57.48	(2.8	)	$	56.97	$	58.26	(2.2	)
Weighted Average Weekly Sales per Operating Store (in thousands)	$	597	$	651	(8.3	)	$	640	$	696	(8.0	)
Square Footage at End of Period	238		233		2.1		238		233		2.1
Capital Expenditures	$	451	$	913	(50.6	)	$	1,411	$	2,348	(39.9	)
Depreciation and Amortization (2)	$	476	$	461	3.3	%	$	1,432	$	1,342	6.7	%

(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 NOVEMBER 2, 2008, OCTOBER 28, 2007 AND FEBRUARY 3, 2008

(Amounts in Millions)

	11-2-08		10-28-07		2-3-08
	(Unaudited)		(Unaudited)		(Audited)
ASSETS
Cash and Short-Term Investments	$	874	$	550	$	457
Receivables, net	1,490		1,609		1,259
Merchandise Inventories	11,869		12,588		11,731
Other Current Assets	1,374		1,378		1,227
Total Current Assets	15,607		16,125		14,674
Property and Equipment, net	26,782		27,245		27,476
Goodwill	1,175		1,199		1,209
Other Assets	598		937		965
TOTAL ASSETS	$	44,162	$	45,506	$	44,324
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-Term Debt	$	—	$	748	$	1,747
Accounts Payable	6,773		7,569		5,732
Accrued Salaries and Related Expenses	1,044		1,175		1,094
Current Installments of Long-Term Debt	1,016		299		300
Other Current Liabilities	4,048		4,548		3,833
Total Current Liabilities	12,881		14,339		12,706
Long-Term Debt	10,353		11,342		11,383
Other Long-Term Liabilities	2,532		2,379		2,521
Total Liabilities	25,766		28,060		26,610
Total Stockholders' Equity	18,396		17,446		17,714
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	44,162	$	45,506	$	44,324