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): February 23, 2010

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))

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 FEBRUARY 23, 2010

2

Item 2.02. Results of Operations and Financial Condition.

On February 23, 2010, The Home Depot, Inc. (the “Company”) issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal year and quarter ended January 31, 2010.

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: February 22, 2010

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 FOURTH QUARTER AND FISCAL 2009 RESULTS;

Declares Dividend Increase and Provides Fiscal 2010 Outlook

ATLANTA, Feb 23, 2010 -- The Home Depot^®, the world’s largest home improvement retailer, today reported sales for the fourth quarter of fiscal 2009 of $14.6 billion, a 0.3 percent decrease from the fourth quarter of fiscal 2008. Total company comparable store sales for the fourth quarter grew 1.2 percent. Comparable store sales for U.S. stores were negative 1.1 percent.

Earnings per diluted share from continuing operations for the fourth quarter were $0.18, compared to earnings per diluted share from continuing operations of $0.00 in the fourth quarter of fiscal 2008. Fourth quarter 2009 earnings per diluted share from continuing operations reflect a $163 million pre-tax write-down of the Company’s investment in HD Supply.

Excluding the write-down of the Company’s investment in HD Supply, earnings from continuing operations were $402 million for the fourth quarter of fiscal 2009, an increase of 22.9 percent from adjusted earnings from continuing operations of $327 million in the fourth quarter of fiscal 2008. On an adjusted basis, earnings per diluted share from continuing operations were $0.24 for the fourth quarter of fiscal 2009, an increase of 26.3 percent from the same period in 2008.

Fiscal 2009 fourth quarter consolidated net earnings were $342 million, or $0.20 per diluted share, compared with a net loss of $54 million, or a $0.03 loss per diluted share, for the same period in fiscal 2008. Consolidated net earnings include $41 million of earnings from discontinued operations arising from the Company’s working capital settlement agreement with HD Supply.

Fiscal 2009

Sales for fiscal 2009 were $66.2 billion, a decline of 7.2 percent from fiscal 2008. Total company comparable store sales for the year declined 6.6 percent, and comps for U.S. stores were negative 6.2 percent for the year.

Earnings per diluted share from continuing operations in fiscal 2009 were $1.55, compared to $1.37 per diluted share from continuing operations in fiscal 2008, an increase of 13.1 percent. Excluding strategic charges recorded earlier in the year and the write-down of the Company’s investment in HD Supply, adjusted earnings per diluted share from continuing operations for fiscal 2009 were $1.66. (Editors’ Note: See attached chart for full explanation of charges.)

For fiscal 2009, consolidated net earnings per diluted share increased 17.2 percent to $1.57 on consolidated net earnings of $2.7 billion, compared to consolidated earnings per diluted share of $1.34 on net earnings of $2.3 billion in fiscal 2008.

“Despite the tough economic environment, we were able to make solid progress against our key initiatives in 2009,” said Frank Blake, chairman & CEO. “For the year, we grew U.S. share by more than 100 basis points; we continued to restructure our distribution network, with our Rapid Deployment Centers now serving more than 65 percent of our U.S. store base; and we enhanced overall customer service as measured by third party surveys.”

In the fourth quarter, the Company’s sales performance was driven by gains in kitchen and bath, paint, flooring and plumbing as well as its international businesses.

“In the face of a very tough selling environment, our associates did an amazing job in 2009,” said Blake. “Their hard work and dedication made these accomplishments possible.”

Fourth Quarter Dividend Increase

The Company today announced that its board of directors declared a 5 percent increase in its quarterly cash dividend to 23.625 cents per share. “For the first time since 2006, the board has increased the dividend, a testament to our confidence in the Company’s strategic initiatives and our commitment to returning capital to our shareholders,” said Blake. “It is our intent to increase our dividend every year. Our longer-term targeted dividend payout ratio is 40 percent.” The dividend is payable on March 25, 2010, to shareholders of record on the close of business on March 11, 2010. This is the 92nd consecutive quarter the Company has paid a cash dividend.

2010 Financial Outlook (based on GAAP)

The Company gave the following guidance for fiscal 2010:

Fiscal 2010 Guidance (based on GAAP results):

o Sales growth: approximately 2.5 percent

o Comparable store sales growth: approximately 2.5 percent

o New stores: 6 net new

o Gross margin expansion: modest

o Expense leverage: modest

o Operating margin: approximately 8 percent

o Tax rate: approximately 37 percent

o EPS from continuing operations growth: approximately 15.5 percent to $1.79

o Does not include the impact of share repurchases

o Capital expenditures: approximately $1.25 billion

o Depreciation and amortization expense: approximately $1.75 billion

o Cash flow from the business: approximately $5.4 billion

o Share repurchases: intend to use excess cash to repurchase shares

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 fourth quarter, the Company operated a total of 2,244 retail stores, which included 1,976 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), 179 stores in Canada, 79 stores in Mexico and 10 stores in 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.

###

To provide clarity, internally and externally, about the Company’s operating performance for the recently completed fiscal quarter and year, the Company supplemented its reporting with non-GAAP financial measures to reflect the impact of the store rationalization charges, business rationalization charges, related restructuring charges and investment impairment charges. 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. 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 corresponding GAAP measures can be found in the attached press release and at 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, commodity price inflation and deflation, implementation of store 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 planned recapitalization of the Company, timing of the completion of the recapitalization, the ability to issue debt securities on terms and at rates acceptable to us, impact of cannibalization, store openings and closures and financial outlook. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You are cautioned not to place undue reliance 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 February 1, 2009, and in Part II, Item 1A, “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2009.

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.

Financial Community	News Media
Diane Dayhoff	Paula Drake
Vice President of Investor Relations	Sr. Manager, 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 YEARS ENDED JANUARY 31, 2010 AND FEBRUARY 1, 2009

(Unaudited)

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

	Three Months Ended						% Increase		Years Ended						% Increase
	1-31-10			2-1-09			(Decrease)		1-31-10			2-1-09			(Decrease)
NET SALES	$	14,569		$	14,607		(0.3	)%	$	66,176		$	71,288		(7.2	)%
Cost of Sales		9,556			9,647		(0.9	)		43,764			47,298		(7.5	)
GROSS PROFIT		5,013			4,960		1.1			22,412			23,990		(6.6	)
Operating Expenses:
Selling, General and Administrative		3,869			4,251		(9.0	)		15,902			17,846		(10.9	)
Depreciation and Amortization		417			443		(5.9	)		1,707			1,785		(4.4	)
Total Operating Expenses		4,286			4,694		(8.7	)		17,609			19,631		(10.3	)
OPERATING INCOME		727			266		173.3			4,803			4,359		10.2
Interest and Other (Income) Expense:
Interest and Investment Income		(3	)		(5	)	(40.0	)		(18	)		(18	)	—
Interest Expense		161			139		15.8			676			624		8.3
Other		163			163		—			163			163		—
Interest and Other, net		321			297		8.1			821			769		6.8
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION (CREDIT) FOR INCOME TAXES		406			(31	)	N/M			3,982			3,590		10.9
Provision (Credit) for Income Taxes		105			(29	)	N/M			1,362			1,278		6.6
EARNINGS (LOSS) FROM CONTINUING OPERATIONS		301			(2	)	N/M			2,620			2,312		13.3
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		41			(52	)	N/M			41			(52	)	N/M
NET EARNINGS (LOSS)	$	342		$	(54	)	N/M	%	$	2,661		$	2,260		17.7	%
Weighted Average Common Shares		1,679			1,681		(0.1	)%		1,683			1,682		0.1	%
BASIC EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.18		$	—		N/M		$	1.56		$	1.37		13.9
BASIC EARNINGS (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS	$	0.02		$	(0.03	)	N/M		$	0.02		$	(0.03	)	N/M
BASIC EARNINGS (LOSS) PER SHARE	$	0.20		$	(0.03	)	N/M		$	1.58		$	1.34		17.9
Diluted Weighted Average Common Shares		1,691			1,686		0.3	%		1,692			1,686		0.4	%
DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS	$	0.18		$	—		N/M		$	1.55		$	1.37		13.1
DILUTED EARNINGS (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS	$	0.02		$	(0.03	)	N/M		$	0.02		$	(0.03	)	N/M
DILUTED EARNINGS (LOSS) PER SHARE	$	0.20		$	(0.03	)	N/M		$	1.57		$	1.34		17.2
SELECTED HIGHLIGHTS (1)	Three Months Ended						% Increase		Years Ended						% Increase
	1-31-10			2-1-09			(Decrease)		1-31-10			2-1-09			(Decrease)
Number of Customer Transactions		288			282		2.1	%		1,274			1,272		0.2	%
Average Ticket (actual)	$	50.01		$	50.87		(1.7	)	$	51.76		$	55.61		(6.9	)
Weighted Average Weekly Sales per Operating Store (in thousands)	$	494		$	485		1.9		$	563		$	601		(6.3	)
Square Footage at End of Period		235			238		(1.3	)		235			238		(1.3	)
Capital Expenditures	$	398		$	436		(8.7	)	$	966		$	1,847		(47.7	)
Depreciation and Amortization (2)	$	442		$	470		(6.0	)%	$	1,806		$	1,902		(5.0	)%

(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.

N/M—Not Meaningful

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JANUARY 31, 2010 AND FEBRUARY 1, 2009

(Amounts in Millions)

	1-31-10		2-1-09
	(Unaudited)		(Audited)
ASSETS
Cash and Short-Term Investments	$	1,427	$	525
Receivables, net		964		972
Merchandise Inventories		10,188		10,673
Other Current Assets		1,321		1,192
Total Current Assets		13,900		13,362
Property and Equipment, net		25,550		26,234
Goodwill		1,171		1,134
Other Assets		256		434
TOTAL ASSETS	$	40,877	$	41,164
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	4,863	$	4,822
Accrued Salaries and Related Expenses		1,263		1,129
Current Installments of Long-Term Debt		1,020		1,767
Other Current Liabilities		3,217		3,435
Total Current Liabilities		10,363		11,153
Long-Term Debt		8,662		9,667
Other Long-Term Liabilities		2,459		2,567
Total Liabilities		21,484		23,387
Total Stockholders’ Equity		19,393		17,777
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	40,877	$	41,164

THE HOME DEPOT, INC. AND SUBSIDIARIES

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

FOR THE THREE MONTHS AND YEARS ENDED JANUARY 31, 2010 AND FEBRUARY 1, 2009

(Unaudited)

(Amounts in Millions Except Per Share Data)

	Three Months Ended 1-31-10									Year Ended 1-31-10
	Actuals			Adjustment(1)			As Adjusted (Non-GAAP)			Actuals			Adjustments(2)			As Adjusted (Non-GAAP)
Net Sales	$	14,569		$	—		$	14,569		$	66,176		$	221		$	65,955
Gross Profit		5,013			—			5,013			22,412			28			22,384
Total Operating Expenses		4,286			—			4,286			17,609			174			17,435
Operating Income		727			—			727			4,803			(146	)		4,949
Interest and Other, net		321			163			158			821			163			658
Earnings from Continuing Operations		301			(101	)		402			2,620			(191	)		2,811
Earnings from Discontinued Operations, Net of Tax		41			—			41			41			—			41
Net Earnings	$	342		$	(101	)	$	443		$	2,661		$	(191	)	$	2,852
Diluted Earnings Per Share from Continuing Operations	$	0.18		$	(0.06	)	$	0.24		$	1.55		$	(0.11	)	$	1.66
Diluted Earnings Per Share from Discontinued Operations	$	0.02		$	—		$	0.02		$	0.02		$	—		$	0.02
Diluted Earnings Per Share	$	0.20		$	(0.06	)	$	0.26		$	1.57		$	(0.11	)	$	1.69
	Three Months Ended 2-1-09									Year Ended 2-1-09
	Actuals			Adjustments(2)			As Adjusted (Non-GAAP)			Actuals			Adjustments(2)			As Adjusted (Non-GAAP)
Net Sales	$	14,607		$	—		$	14,607		$	71,288		$	—		$	71,288
Gross Profit		4,960			(20	)		4,980			23,990			(30	)		24,020
Total Operating Expenses		4,694			367			4,327			19,631			921			18,710
Operating Income		266			(387	)		653			4,359			(951	)		5,310
Interest and Other, net		297			163			134			769			163			606
Earnings (Loss) from Continuing Operations		(2	)		(329	)		327			2,312			(684	)		2,996
Loss from Discontinued Operations, Net of Tax		(52	)		—			(52	)		(52	)		—			(52	)
Net Earnings (Loss)	$	(54	)	$	(329	)	$	275		$	2,260		$	(684	)	$	2,944
Diluted Earnings Per Share from Continuing Operations	$	—		$	(0.20	)	$	0.19		$	1.37		$	(0.41	)	$	1.78
Diluted Loss Per Share from Discontinued Operations	$	(0.03	)	$	—		$	(0.03	)	$	(0.03	)	$	—		$	(0.03	)
Diluted Earnings (Loss) Per Share	$	(0.03	)	$	(0.20	)	$	0.16		$	1.34		$	(0.41	)	$	1.75

Note: Certain amounts in Diluted Earnings Per Share may not foot due to rounding.

(1) Adjustment is comprised of a charge to write-down the Company's investment in HD Supply.

(2) Adjustments are comprised of store rationalization charges related to the closing of 15 stores and the removal of 50 stores from our future growth pipeline, business rationalization charges related to the exit of EXPO, THD Design Center, Yardbirds and HD Bath businesses, as well as net sales, gross profit and operating expenses of those exited businesses during the period from closing announcement to actual closing, charges related to restructuring of support functions and investment impairment charges.