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 16, 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 NOVEMBER 16, 2010

2

Item 2.02. Results of Operations and Financial Condition.

On November 16, 2010, 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 October 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: November 15, 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 THIRD QUARTER RESULTS;

UPDATES FISCAL YEAR 2010 GUIDANCE

ATLANTA, November 16, 2010 — The Home Depot^®, the world’s largest home improvement retailer, today reported third quarter of fiscal 2010 net earnings of $834 million, or $0.51 per diluted share, compared with net earnings of $689 million, or $0.41 per diluted share, in the same period of fiscal 2009.

Sales for the third quarter totaled $16.6 billion, a 1.4 percent increase from the third quarter of fiscal 2009. Comparable store sales for the third quarter of fiscal 2010 were positive 1.4 percent, and comp sales for U.S. stores were positive 1.5 percent.

“Our third quarter sales reflect the fourth consecutive quarter of positive same store sales for our business. As the business stabilizes, we continue to improve our operational performance. We are exercising good control over our expenses but we’re also investing in the business to drive improvements across customer service, merchandising and our supply chain,” said Frank Blake, chairman & CEO. “I want to thank our associates for their hard work and dedication.”

Updated Fiscal 2010 Guidance

Based on its year-to-date performance and expectations for the remainder of the fiscal year, the Company updated its fiscal 2010 guidance and now expects sales to be up approximately 2.2 percent for the year. The Company expects diluted earnings per share from continuing operations as reported to increase by approximately 25 percent to $1.94 for the year. This earnings per share guidance includes the benefit of the Company’s year-to-date share repurchases, but excludes the impact of future share repurchases.

On December 8 at 9 a.m. ET, the Company will hold its Investor and Analyst Conference to update the investment community on key areas of the business. All presentations will be webcast live at http://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 third 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, 80 stores in Mexico and 9 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 recently completed fiscal periods, 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 the charge related to the extension 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. 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 attached to this 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, 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 January 31, 2010, and in Part II, Item 1A, “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the fiscal quarter ended August 1, 2010.

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	Ron DeFeo
Vice President of Investor Relations	Sr. Director, Corporate Communications
770-384-2666	770-384-3179
diane_dayhoff@homedepot.com	ron_defeo@homedepot.com

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 31, 2010 AND NOVEMBER 1, 2009

(Unaudited)

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

	Three Months Ended						% Increase			Nine Months Ended						% Increase
	10-31-10			11-1-09			(Decrease)			10-31-10			11-1-09			(Decrease)
NET SALES	$	16,598		$	16,361			1.4	%	$	52,871		$	51,607			2.4	%
Cost of Sales		10,913			10,800			1.0			34,810			34,208			1.8
GROSS PROFIT		5,685			5,561			2.2			18,061			17,399			3.8
Operating Expenses:
Selling, General and Administrative		3,837			3,870			(0.9	)		12,042			12,033			0.1
Depreciation and Amortization		400			428			(6.5	)		1,217			1,290			(5.7	)
Total Operating Expenses		4,237			4,298			(1.4	)		13,259			13,323			(0.5	)
OPERATING INCOME		1,448			1,263			14.6			4,802			4,076			17.8
Interest and Other (Income) Expense:
Interest and Investment Income		(4	)		(4	)		—			(11	)		(15	)		(26.7	)
Interest Expense		146			168			(13.1	)		439			515			(14.8	)
Other		—			—			—			51			—			N/M
Interest and Other, net		142			164			(13.4	)		479			500			(4.2	)
EARNINGS BEFORE PROVISION FOR INCOME TAXES		1,306			1,099			18.8			4,323			3,576			20.9
Provision for Income Taxes		472			410			15.1			1,572			1,257			25.1
NET EARNINGS	$	834		$	689			21.0	%	$	2,751		$	2,319			18.6	%
Weighted Average Common Shares		1,637			1,682			(2.7	)%		1,657			1,684			(1.6	)%
BASIC EARNINGS PER SHARE	$	0.51		$	0.41			24.4		$	1.66		$	1.38			20.3
Diluted Weighted Average Common Shares		1,646			1,693			(2.8	)%		1,667			1,692			(1.5	)%
DILUTED EARNINGS PER SHARE	$	0.51		$	0.41			24.4		$	1.65		$	1.37			20.4
	Three Months Ended						% Increase			Nine Months Ended						% Increase
SELECTED HIGHLIGHTS	10-31-10			11-1-09			(Decrease)			10-31-10			11-1-09			(Decrease)
Number of Customer Transactions		322			314			2.5	%		1,013			986			2.7	%
Average Ticket (actual)	$	51.47		$	51.89			(0.8	)	$	52.11		$	52.27			(0.3	)
Weighted Average Weekly Sales per Operating Store (in thousands)	$	567		$	558			1.6		$	603		$	586			2.9
Square Footage at End of Period		235			235			—			235			235			—
Capital Expenditures	$	282		$	215			31.2		$	689		$	568			21.3
Depreciation and Amortization (1)	$	426		$	453			(6.0	)%	$	1,292		$	1,364			(5.3	)%

(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/M - Not Meaningful

THE HOME DEPOT, INC. AND SUBSIDIARIES

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

FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 31, 2010 AND NOVEMBER 1, 2009

(Unaudited)

(Amounts in Millions Except Per Share Data)

	Three Months Ended 10-31-10							Nine Months Ended 10-31-10
	Actuals		Adjustment			As Adjusted (Non-GAAP)		Actuals		Adjustment(1)			As Adjusted (Non-GAAP)
Net Sales	$	16,598	$	—		$	16,598	$	52,871	$	—		$	52,871
Gross Profit		5,685		—			5,685		18,061		—			18,061
Total Operating Expenses		4,237		—			4,237		13,259		—			13,259
Operating Income		1,448		—			1,448		4,802		—			4,802
Interest and Other, net		142		—			142		479		51			428
Net Earnings	$	834	$	—		$	834	$	2,751	$	(33	)	$	2,784
Diluted Earnings Per Share	$	0.51	$	—		$	0.51	$	1.65	$	(0.02	)	$	1.67
	Three Months Ended 11-1-09							Nine Months Ended 11-1-09
	Actuals		Adjustments(2)			As Adjusted (Non-GAAP)		Actuals		Adjustments(2)			As Adjusted (Non-GAAP)
Net Sales	$	16,361	$	—		$	16,361	$	51,607	$	221		$	51,386
Gross Profit		5,561		—			5,561		17,399		28			17,371
Total Operating Expenses		4,298		9			4,289		13,323		174			13,149
Operating Income		1,263		(9	)		1,272		4,076		(146	)		4,222
Interest and Other, net		164		—			164		500		—			500
Net Earnings	$	689	$	(6	)	$	695	$	2,319	$	(90	)	$	2,409
Diluted Earnings Per Share	$	0.41	$	—		$	0.41	$	1.37	$	(0.05	)	$	1.42

(1) Adjustment is comprised of a charge related to the extension of the Company’s guarantee of a third-party senior secured loan.

(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, and charges related to restructuring of support functions.

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2010, NOVEMBER 1, 2009 AND JANUARY 31, 2010

(Unaudited)

(Amounts in Millions)

	10-31-10		11-1-09		1-31-10
ASSETS
Cash and Cash Equivalents	$	1,425	$	2,719	$	1,421
Receivables, net		1,295		1,188		964
Merchandise Inventories		10,993		10,817		10,188
Other Current Assets		1,363		1,175		1,327
Total Current Assets		15,076		15,899		13,900
Property and Equipment, net		25,050		25,581		25,550
Goodwill		1,180		1,163		1,171
Other Assets		435		407		256
TOTAL ASSETS	$	41,741	$	43,050	$	40,877
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	5,714	$	5,829	$	4,863
Accrued Salaries and Related Expenses		1,168		1,069		1,263
Current Installments of Long-Term Debt		1,023		1,769		1,020
Other Current Liabilities		3,455		3,788		3,217
Total Current Liabilities		11,360		12,455		10,363
Long-Term Debt		8,752		8,656		8,662
Other Long-Term Liabilities		2,514		2,559		2,459
Total Liabilities		22,626		23,670		21,484
Total Stockholders’ Equity		19,115		19,380		19,393
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	41,741	$	43,050	$	40,877

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED OCTOBER 31, 2010 AND NOVEMBER 1, 2009

(Unaudited)

(Amounts in Millions)

	Nine Months Ended
	10-31-10			11-1-09
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings	$	2,751		$	2,319
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization		1,292			1,364
Stock-Based Compensation Expense		161			160
Changes in Working Capital and Other		(218	)		821
Net Cash Provided by Operating Activities		3,986			4,664
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures		(689	)		(568	)
Other		65			183
Net Cash Used in Investing Activities		(624	)		(385	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-Term Borrowings, net of discount		998			—
Repayments of Long-Term Debt		(1,023	)		(1,015	)
Repurchases of Common Stock		(1,974	)		(98	)
Cash Dividends Paid to Stockholders		(1,184	)		(1,144	)
Other		(183	)		158
Net Cash Used in Financing Activities		(3,366	)		(2,099	)
(Decrease) Increase in Cash and Cash Equivalents		(4	)		2,180
Effect of Exchange Rate Changes on Cash and Cash Equivalents		8			20
Cash and Cash Equivalents at the Beginning of the Period		1,421			519
Cash and Cash Equivalents at the End of the Period	$	1,425		$	2,719