x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Delaware | 95-3261426 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 2455 Paces Ferry Road N.W., Atlanta, Georgia | 30339 | |
| (Address of principal executive offices) | (Zip Code) | |
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |||
1,564,291,782
15, 2012
BALANCE SHEETS NET SALES Cost of Sales GROSS PROFIT Operating Expenses: Selling, General and Administrative Depreciation and Amortization Total Operating Expenses OPERATING INCOME Interest and Other (Income) Expense: Interest and Investment Income Interest Expense Other Interest and Other, net EARNINGS BEFORE PROVISION FOR Provision for Income Taxes NET EARNINGS Weighted Average Common Shares BASIC EARNINGS PER SHARE Diluted Weighted Average Common Shares DILUTED EARNINGS PER SHARE Dividends Declared Per Share See accompanying Notes to Consolidated Financial Statements. STATEMENTS OF EARNINGS ASSETS Current Assets: Cash and Cash Equivalents Receivables, net Merchandise Inventories Other Current Assets Total Current Assets Property and Equipment, at cost Less Accumulated Depreciation and Amortization Net Property and Equipment Goodwill Other Assets Total Assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts Payable Accrued Salaries and Related Expenses Sales Taxes Payable Deferred Revenue Income Taxes Payable Current Installments of Long-Term Debt Other Accrued Expenses Total Current Liabilities Long-Term Debt, excluding current installments Other Long-Term Liabilities Deferred Income Taxes Total Liabilities STOCKHOLDERS’ EQUITY Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.728 billion shares at July 31, 2011 and 1.722 billion shares at January 30, 2011; outstanding: 1.569 billion shares at July 31, 2011 and 1.623 billion shares at January 30, 2011 Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock, at cost, 159 million shares at July 31, 2011 and 99 million shares at January 30, 2011 Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity COMPREHENSIVE INCOME CASH FLOWS FROM OPERATING ACTIVITIES: Net Earnings Reconciliation of Net Earnings to Net Cash Provided by Operating Activities: Depreciation and Amortization Stock-Based Compensation Expense Changes in Assets and Liabilities: Receivables, net Merchandise Inventories Other Current Assets Accounts Payable and Accrued Expenses Deferred Revenue Income Taxes Payable Deferred Income Taxes Other Net Cash Provided by Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures Proceeds from Sales of Property and Equipment Net Cash Used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Long-Term Borrowings, net of discount Repayments of Long-Term Debt Repurchases of Common Stock Proceeds from Sales of Common Stock Cash Dividends Paid to Stockholders Other Financing Activities Net Cash Used in Financing Activities Change in Cash and Cash Equivalents Effect of Exchange Rate Changes on Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period CASH FLOWS Net Earnings Other Comprehensive Income: Foreign Currency Translation Adjustments Cash Flow Hedges(1) Other Total Other Comprehensive Income Comprehensive Income The Home Depot, Inc. and its subsidiaries (the “Company”) operate The Home Depot stores, which are full-service, warehouse-style stores averaging approximately 105,000 square feet The Company also offers close to 600,000 products through its The Home Depot and Home Decorators Collection websites. In In connection with the sale of HD Supply, Inc. (“HD Supply”) on August 30, 2007, the Company guaranteed a Derivative agreements - assets Derivative agreements - liabilities Total Lease obligation costs, net Total for the first six months of fiscal 2011 Lease obligation costs, net Guarantee of HD Supply loan Total for the first six months of fiscal 2010 29, 2012 SUBSIDIARIES Weighted average common shares Effect of potentially dilutive securities: Stock plans Diluted weighted average common shares market during the first six months of fiscal 2012. approval by USHS stockholders, applicable regulatory approval and customary closing conditions. NET SALES GROSS PROFIT Operating Expenses: Selling, General and Administrative Depreciation and Amortization Total Operating Expenses OPERATING INCOME Interest and Other (Income) Expense: Interest and Investment Income Interest Expense Other Interest and Other, net EARNINGS BEFORE PROVISION FOR INCOME TAXES Provision for Income Taxes NET EARNINGS SELECTED SALES DATA Number of Customer Transactions (in millions) Average Ticket Weighted Average Weekly Sales Per Weighted Average Sales per Square Foot Comparable Store Sales Increase (%)(1) twelve months ended Earnings. Expenditures and Payments for Business Acquired of $45 million related to the purchase of a flooring measurement company. fiscal Period May 2, 2011 – May 29, 2011(3) May 30, 2011 – June 26, 2011 June 27, 2011 – July 31, 2011Item 1. Financial Statements Item 1. Financial StatementsSTATEMENTS OF EARNINGSamounts in millions, except share and per share data July 29,
2012 January 29,
2012 Current Assets: Cash and Cash Equivalents $ 2,810 $ 1,987 Receivables, net 1,505 1,245 Merchandise Inventories 10,910 10,325 Other Current Assets 1,006 963 Total Current Assets 16,231 14,520 Property and Equipment, at cost 39,427 38,975 Less Accumulated Depreciation and Amortization 15,273 14,527 Net Property and Equipment 24,154 24,448 Goodwill 1,157 1,120 Other Assets 441 430 Total Assets $ 41,983 $ 40,518 Current Liabilities: Accounts Payable $ 6,137 $ 4,856 Accrued Salaries and Related Expenses 1,370 1,372 Sales Taxes Payable 572 391 Deferred Revenue 1,256 1,147 Income Taxes Payable 313 23 Current Installments of Long-Term Debt 34 30 Other Accrued Expenses 1,552 1,557 Total Current Liabilities 11,234 9,376 Long-Term Debt, excluding current installments 10,771 10,758 Other Long-Term Liabilities 2,046 2,146 Deferred Income Taxes 298 340 Total Liabilities 24,349 22,620 Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.749 billion shares at July 29, 2012 and 1.733 billion shares at January 29, 2012; outstanding: 1.507 billion shares at July 29, 2012 and 1.537 billion shares at January 29, 2012 87 87 Paid-In Capital 7,255 6,966 Retained Earnings 18,933 17,246 Accumulated Other Comprehensive Income 315 293 Treasury Stock, at cost, 242 million shares at July 29, 2012 and 196 million shares at January 29, 2012 (8,956 ) (6,694 ) Total Stockholders’ Equity 17,634 17,898 Total Liabilities and Stockholders’ Equity $ 41,983 $ 40,518 (Unaudited)0000000 0000000 0000000 0000000 Three Months Ended Six Months Ended amounts in millions, except per share data July 31,
2011 August 1,
2010 July 31,
2011 August 1,
2010 $20,232 $19,410 $37,055 $36,273 13,356 12,828 24,351 23,897 6,876 6,582 12,704 12,376 4,186 4,127 8,195 8,205 396 406 793 817 4,582 4,533 8,988 9,022 2,294 2,049 3,716 3,354 (3 ) (3 ) (5 ) (7 ) 149 151 290 293 - - - 51 146 148 285 337
INCOME TAXES 2,148 1,901 3,431 3,017 785 709 1,256 1,100 $ 1,363 $ 1,192 $ 2,175 $ 1,917 1,568 1,653 1,585 1,666 $ 0.87 $ 0.72 $ 1.37 $ 1.15 1,577 1,663 1,595 1,676 $ 0.86 $ 0.72 $ 1.36 $ 1.14 $0.25 $0.23625 $0.50 $0.4725 BALANCE SHEETS00000000 00000000 amounts in millions, except share and per share data July 31,
2011 January 30,
2011 $ 2,551 $ 545 1,332 1,085 10,756 10,625 1,218 1,224 15,857 13,479 38,897 38,385 14,099 13,325 24,798 25,060 1,177 1,187 445 399 $42,277 $40,125 $ 5,890 $ 4,717 1,262 1,290 509 368 1,178 1,177 306 13 44 1,042 1,758 1,515 10,947 10,122 10,731 8,707 2,136 2,135 230 272 24,044 21,236 86 86 6,665 6,556 16,372 14,995 603 445 (5,493 ) (3,193 ) 18,233 18,889 $42,277 $40,125 Three Months Ended Six Months Ended amounts in millions, except per share data July 29,
2012 July 31,
2011 July 29,
2012 July 31,
2011NET SALES $ 20,570 $ 20,232 $ 38,378 $ 37,055 Cost of Sales 13,544 13,356 25,169 24,351 GROSS PROFIT 7,026 6,876 13,209 12,704 Selling, General and Administrative 4,066 4,186 8,152 8,195 Depreciation and Amortization 391 396 774 793 Total Operating Expenses 4,457 4,582 8,926 8,988 2,569 2,294 4,283 3,716 Interest and Other (Income) Expense: Interest and Investment Income (4 ) (3 ) (9 ) (5 ) Interest Expense 155 149 311 290 Other — — (67 ) — Interest and Other, net 151 146 235 285 2,418 2,148 4,048 3,431 Provision for Income Taxes 886 785 1,481 1,256 NET EARNINGS $ 1,532 $ 1,363 $ 2,567 $ 2,175 Weighted Average Common Shares 1,501 1,568 1,513 1,585 $ 1.02 $ 0.87 $ 1.70 $ 1.37 Diluted Weighted Average Common Shares 1,512 1,577 1,525 1,595 $ 1.01 $ 0.86 $ 1.68 $ 1.36 Dividends Declared Per Share $ 0.29 $ 0.25 $ 0.58 $ 0.50 CASH FLOWS00000000 00000000 Six Months Ended amounts in millions July 31,
2011 August 1,
2010 $ 2,175 $ 1,917 849 866 108 112 (238 ) (246 ) (65 ) (526 ) (40 ) (47 ) 1,419 1,193 (4 ) (13 ) 308 161 4 (78 ) (29 ) 24 4,487 3,363 (469 ) (407 ) 27 44 (442 ) (363 ) 1,994 - (1,014 ) (17 ) (2,251 ) (1,209 ) 83 52 (798 ) (793 ) (54 ) (63 ) (2,040 ) (2,030 ) 2,005 970 1 4 545 1,421 $ 2,551 $ 2,395 Three Months Ended Six Months Ended amounts in millions July 29,
2012 July 31,
2011 July 29,
2012 July 31,
2011Net Earnings $ 1,532 $ 1,363 $ 2,567 $ 2,175 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments (140 ) (12 ) 19 174 Cash Flow Hedges, net of tax 2 2 3 (1 ) Other — — — (15 ) Total Other Comprehensive (Loss) Income (138 ) (10 ) 22 158 Comprehensive Income $ 1,394 $ 1,353 $ 2,589 $ 2,333 COMPREHENSIVE INCOME0000000 0000000 0000000 0000000 Three Months Ended Six Months Ended amounts in millions July 31,
2011 August 1,
2010 July 31,
2011 August 1,
2010 $ 1,363 $ 1,192 $ 2,175 $ 1,917 (12) (39) 174 112 2 (75) (1) (82) - - (15) - (10) (114) 158 30 $ 1,353 $ 1,078 $ 2,333 $ 1,947 (1)This component of comprehensive income is reported net of income taxes. Six Months Ended amounts in millions July 29,
2012 July 31,
2011CASH FLOWS FROM OPERATING ACTIVITIES: Net Earnings $ 2,567 $ 2,175 Reconciliation of Net Earnings to Net Cash Provided by Operating Activities: Depreciation and Amortization 833 849 Stock-Based Compensation Expense 107 108 Changes in Assets and Liabilities, net of the effects of acquisition: Receivables, net (255 ) (238 ) Merchandise Inventories (580 ) (65 ) Other Current Assets (40 ) (40 ) Accounts Payable and Accrued Expenses 1,361 1,419 Deferred Revenue 109 (4 ) Income Taxes Payable 341 308 Deferred Income Taxes (22 ) 4 Other (160 ) (29 ) Net Cash Provided by Operating Activities 4,261 4,487 Capital Expenditures (551 ) (469 ) Payments for Business Acquired, net (45 ) — Proceeds from Sales of Property and Equipment 15 27 Net Cash Used in Investing Activities (581 ) (442 ) Proceeds from Long-Term Borrowings, net of discount — 1,994 Repayments of Long-Term Debt (16 ) (1,014 ) Repurchases of Common Stock (2,630 ) (2,251 ) Proceeds from Sales of Common Stock 553 83 Cash Dividends Paid to Stockholders (880 ) (798 ) Other Financing Activities 122 (54 ) Net Cash Used in Financing Activities (2,851 ) (2,040 ) 829 2,005 Effect of Exchange Rate Changes on Cash and Cash Equivalents (6 ) 1 Cash and Cash Equivalents at Beginning of Period 1,987 545 Cash and Cash Equivalents at End of Period $ 2,810 $ 2,551 (Unaudited)1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 30, 2011,29, 2012, as filed with the Securities and Exchange Commission.Businessin size.of enclosed space, with approximately 24,000 additional square feet of outside garden area. The stores stock approximately 30,000 to 40,000 different kinds of building materials, home improvement supplies and lawn and garden products that are sold to do-it-yourself customers, do-it-for-me customers and professional customers.31, 201129, 2012 and January 30, 2011,29, 2012, the valuation allowances for Merchandise Inventories and uncollectible Receivables were not material.2. ACCELERATED SHARE REPURCHASE 2. LONG-TERM DEBTMarch 2011, the Company issued $1.0 billionfirst quarter of 4.40% Senior Notes due April 1, 2021 at a discount of $2 million and $1.0 billion of 5.95% Senior Notes due April 1, 2041 at a discount of $4 million (together, the “March 2011 issuance”). Interest on these Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning October 1, 2011. The net proceeds of the March 2011 issuance were used to repurchase $1.0 billion of the Company’s common stock through an Accelerated Share Repurchase (“ASR”) agreement and the balance of the net proceeds were used to repay the Company’s 5.20% Senior Notes that matured March 1, 2011 in the aggregate principal amount of $1.0 billion. The $6 million discount associated with the March 2011 issuance is being amortized over the term of the Senior Notes using the effective interest rate method. Issuance costs were approximately $15 million and are being amortized over the term of the Senior Notes.The Senior Notes may be redeemed by the Company at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. The redemption price is equal to the greater of (1) 100% of the principal amount of the Senior Notes to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest to maturity. Additionally, if a Change in Control Triggering Event occurs, as defined by the terms of the March 2011 issuance, holders of the March 2011 issuance have the right to require the Company to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The Company is generally not limited under the indenture governing the Senior Notes in its ability to incur additional indebtedness or required to maintain financial ratios or specified levels of net worth or liquidity. Further, while the indenture governing the Senior Notes contains various restrictive covenants, none is expected to impact the Company’s liquidity or capital resources.In May 2010, the Company entered into a forward starting interest rate swap agreement with a notional amount of $500 million, which was accounted for as a cash flow hedge, to hedge interest rate fluctuations in anticipation of the March 2011 issuance. Upon the March 2011 issuance, the Company settled this forward starting interest rate swap agreement for an immaterial amount.THE HOME DEPOT, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)3. ACCELERATED SHARE REPURCHASEIn March 2011,fiscal 2012, the Company entered into an ASRAccelerated Share Repurchase ("ASR") agreement with a third-party financial institution to repurchase $1.0$1.0 billion of the Company’s common stock. Under thethis agreement, the Company paid $1.0$1.0 billion to the financial institution, using a portion of the proceeds from the March 2011 issuance,cash on hand, and received an initial delivery of approximately 2117 million shares in the first quarter of fiscal 2011.2012. The transaction was completed in the second quarter of fiscal 2011, with2012, at which time the Company receiving anreceived approximately 3 million additional 6 million shares. The $1.0$1.0 billion of shares repurchased are included in Treasury Stock in the accompanying Consolidated Balance Sheets as of July 31, 2011.29, 2012. The final number of shares delivered upon settlement of the$1.0 billion ASR agreement was determined with reference to the average price of the Company’s common stock over the term of the agreement.3. DEBT GUARANTEE 4. DEBT GUARANTEE EXTENSION$1.0$1.0 billion senior secured amortizing term loan of HD Supply. The Company is responsible for up to $1.0 billion and any unpaid interest inIn April 2012, the event of nonpayment by HD Supply. As reported in the quarterly report on Form 10-Q of HD Supply for the period ended May 1, 2011, the outstanding balance of this term loan as of May 1, 2011 was $935 million. The guaranteed loan is collateralized by certain assets of HD Supply. The original expiration date of the guarantee was August 30, 2012. On March 19, 2010,terminated. As a result, the Company amendedreversed its $67 million liability related to the guarantee, to extend the expiration date to April 1, 2014. The fair value of the guarantee at August 30, 2007 was $16 million and was recorded as a liability of the Company in Other Long-Term Liabilities. The extension of the guarantee increased the fair value of the guarantee to $67 million, resulting in a $51$67 million charge pretax benefit to Interest and Other, net, for the first quarter and first six months of fiscal 2010.5. FAIR VALUE MEASUREMENTS2012.4. FAIR VALUE MEASUREMENTS —• Level 1 – Observable inputs that reflect quoted prices in active markets —•Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable —•Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions 31, 201129, 2012 and January 30, 201129, 2012 were as follows (amounts in millions):000,000 000,000 000,000 000,000 000,000 000,000 Fair Value at July 31, 2011 Using Fair Value at January 30, 2011 Using Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 $– $ 85 $– $– $ 47 $– – (56) – – (40) – $– $ 29 $– $– $ 7 $– Fair Value at July 29, 2012 Using Fair Value at January 29, 2012 Using Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative agreements - assets $ — $ 81 $ — $ — $ 91 $ — Derivative agreements - liabilities — (18 ) — — (27 ) — Total $ — $ 63 $ — $ — $ 64 $ — THE HOME DEPOT, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) and August 1, 2010 were as follows (amounts in millions): Fair Value Measured During
the Six Months Ended
July 31, 2011 - Level 3 Gains
(Losses) $(139) $7 $7 Fair Value Measured During
the Six Months Ended
August 1, 2010 - Level 3 Gains
(Losses) $(177) $ (8) $ (67) (51) $(59) Fair Value Measured During the Six Months Ended Gains July 29, 2012 - Level 3 (Losses) Lease obligation costs, net $ (132 ) $ 1 Total for the first six months of fiscal 2012 $ 1 Fair Value Measured During the Six Months Ended Gains July 31, 2011 - Level 3 (Losses) Lease obligation costs, net $ (139 ) $ 7 Total for the first six months of fiscal 2011 $ 7 The guarantee of the HD Supply loan was measured on a nonrecurring basis using fair value measurements with unobservable inputs (level 3), as further discussed in Note 4.20112012 and 20102011 were not material.The Company completed an assessment on the recoverability of Goodwill for one of its reporting units in the first six months of fiscal 2011. The fair value of the Company’s reporting unit was based on the potential selling price of the reporting unit. The impairment charge related to this Goodwill assessment was not material.$11.2$12.7 billion and $9.8$12.1 billion at July 31, 201129, 2012 and January 30, 2011,29, 2012, respectively, compared to a carrying value of $10.3$10.3 billion at both July 29, 2012 and $9.3 billion at July 31, 2011 and January 30, 2011, respectively.6. BASIC.DILUTED WEIGHTED AVERAGE COMMON SHARES5. BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES and August 1, 2010 was as follows (amounts in millions): Three Months Ended Six Months Ended July 31,
2011 August 1,
2010 July 31,
2011 August 1,
2010 1,568 1,653 1,585 1,666 9 10 10 10 1,577 1,663 1,595 1,676 Three Months Ended Six Months Ended July 29,
2012 July 31,
2011 July 29,
2012 July 31,
2011Weighted average common shares 1,501 1,568 1,513 1,585 Effect of potentially dilutive securities: Stock plans 11 9 12 10 Diluted weighted average common shares 1,512 1,577 1,525 1,595 and 42 million shares of common stock for the three months ended July 29, 2012 and July 31, 2011 and August 1, 2010,, respectively, and options to purchase 2 million and 26 million and 40 million shares of common stock for the six months ended July 29, 2012 and July 31, 2011 and August 1, 2010,, respectively, were excluded from the computation of Diluted Earnings per Share because their effect would have been anti-dilutive.SheetsSheet of The Home Depot, Inc. and subsidiaries as of July 31, 2011,29, 2012, the related Consolidated Statements of Earnings and Comprehensive Income for the three-monththree-month and six-monthsix-month periods ended July 29, 2012 and July 31, 2011 and August 1, 2010,, and the related Consolidated Statements of Cash Flows for the six-monthsix-month periods ended July 29, 2012 and July 31, 2011 and August 1, 2010.. These Consolidated Financial Statements are the responsibility of the Company’s management.30, 2011,29, 2012, and the related Consolidated Statements of Earnings, Stockholders’ Equity and Comprehensive Income, and Cash Flows for the year then ended (not presented herein); and in our report dated March 24, 2011,22, 2012, we expressed an unqualified opinion on those Consolidated Financial Statements. In our opinion, the information set forth in the accompanying Consolidated Balance Sheet as of January 30, 2011,29, 2012, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived. /s/31, 201122, 2012Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations reinvestment plans,share repurchase programs, net earnings performance, earnings per share, stock-based compensation expense, capital allocation and expenditures, liquidity, return on invested capital, management of relationships with our suppliers and vendors, stock-based compensation expense, the effect of accounting charges, 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 and the timing of its completion, the ability to issue debt on terms and at rates acceptable to us, store openings and closures, expense leverage and financial outlook.are cautionedshould not to place undue reliancerely 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 the fiscal year ended January 30, 201129, 2012 as filed with the Securities and Exchange Commission (“SEC”) on March 24, 201122, 2012 (“Form 10-K”) and in Item 1A of Part II and elsewhere in this report. You should read such information in conjunction with our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. There also may be other factors that we cannot anticipate or that are not described in this report, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations.2011,2012, we reported Net Earnings of $1.4$1.5 billion and Diluted Earnings per Share of $0.86$1.01 compared to Net Earnings of $1.2$1.4 billion and Diluted Earnings per Share of $0.72$0.86 for the second quarter of fiscal 2010.2011. For the first six months of fiscal 2011,2012, we reported Net Earnings of $2.2$2.6 billion and Diluted Earnings per Share of $1.36$1.68 compared to Net Earnings of $1.9$2.2 billion and Diluted Earnings per Share of $1.14$1.36 for the first six months for fiscal 2011.2010.2012, Net Sales increased 4.2%3.6% to $20.2$38.4 billion from $37.1 billion for the second quarter of fiscal 2011 from $19.4 billion for the second quarter of fiscal 2010. For the first six months of fiscal 2011 Net Sales increased 2.2% to $37.1 billion from $36.3 billion for the first six months of fiscal 2010.. Our comparable store sales increased 4.3%2.1% in the second quarter of fiscal 2011,2012, driven primarily by a 3.3%1.8% increase in our comparable store average ticket.ticket and an increase in our comparable store customer transactions. Comparable store sales for our U.S. stores increased 3.5%2.6% in the second quarter of fiscal 2011.2012.2011,2012, we continued to focus on the following four key initiatives:taking care of our associates,creating an emotional connection with customers, putting customers first and simplifying the business. The roll out ofIn August 2012, we opened a new call center in Utah to support our Customers FIRST training to all store associates and support staff has brought simplification and focus across theinterconnected business, and is part of our ongoing commitmentwe plan to improve customer service levelsopen another call center in our stores. InGeorgia in the secondthird quarter of fiscal 2011,2012. We have also begun the development of two new distribution centers to support direct-to-customer fulfillment and we piloted a new scheduling system for our associates that will eliminate approximately 30 hours per store per week of manual scheduling activity. With the time saved on scheduling activity, we can increase the time allocatedexpect these to customer facing activity. We plan to have this rolled out throughout the U.S. by the end of fiscal 2011.commence operations in 2014.includingwhich is aimed at delivering innovation, assortment and value. In anAs part of this effort, to improve our special order performance, we are digitizingintroducing innovative new products and great values for both our vendor catalogsprofessional and expect to complete this processdo-it-yourself customers in a variety of departments, including the third quartersecond generation of fiscal 2011. This will make the special order process both simplerEcosmart LED bulbs and more accurate for our associatesLED fixtures in Lighting, Husky products in Tools, Delta toilets in Bath and will provide the foundation for a new special order sales dashboard that will give our merchants greater visibility into special order pricing and performance.brands in appliances.starts with disciplined capital allocation focused on building best-in-class competitive advantages in information technology andis advanced through continuous operational improvement, incremental supply chain as well as buildingbenefits and shareholder value built through higher returns on invested capital and total value returned to shareholders in the form of dividends and share repurchases. SinceIn the completionsecond quarter of fiscal 2012, we saw continued benefits from our supply chain investments, which improved our gross profitroll outsecond quarter of our Rapid Deployment Centers (“RDCs”) in fiscal 2010, we continue2012 compared to improve delivery and service to U.S. stores and4.4 times at the same time leverageend of the costsecond quarter of moving goods. fiscal 2011.2011,2012, we settled oura $1.0 billion Accelerated Share Repurchase (“ASR”) agreement.agreement that was entered into in the first quarter of fiscal 2012. We received a total of 27approximately 20 million shares under the $1.0 billion ASR agreement in the first six months of fiscal 2011,2012, including 6approximately 3 million shares received upon settlement of the ASR agreement in the second quarter of fiscal 2011.2012. Also during the first six monthssecond quarter of fiscal 2011,2012, we entered into a $1.4 billion ASR agreement. We received an initial delivery of approximately 22 million shares of our common stock in the second quarter of fiscal 2012 under the $1.4 billion ASR agreement. We repurchased anapproximately 4 million additional 36 million shares of our common stock through the open market.view that providing a seamless shopping experience across multiple channels will be a critical enablersecond quarter of fiscal 2012, we relaunched our mobile website for future success.homedepot.com. Our multiple channel focus is allowing us to greatly expand our assortment of merchandise, and we are making the investment to build these capabilities,upgraded mobile site provides significant new functionality, including the roll outability to buy online and pick-up in store. We are also preparing for the launch of Buy On-Line, Pick-upour buy online and ship to store program this year, which will significantly expand the range of options available to our customers.Store. We had over 100 stores with Buy On-Line, Pick-up in Storecash. USHS is an exclusive provider of kitchen and bath refacing products and services as ofwell as closet and garage organizational systems to The Home Depot. The acquisition is expected to close by the end of the second quarter of fiscal 2011,year and the roll outis subject to our U.S. stores should be complete in the third quarter of fiscal 2011.and closed one store destroyed by a tornado during the second quarter of fiscal 2011,2012, for a total store count of 2,2452,255 at the end of the second quarter of fiscal 2011.quarter. As of the end of the second quarter of fiscal 2011,2012, a total of 273279 of these stores, or 12.2%12.4%, were located in Canada, Mexico and China compared to 268273 stores, or 11.9%12.2%, as of the end of the second quarter of fiscal 2010.2011.$4.5$4.3 billion of cash flow from operations in the first six months of fiscal 2011.2012. We used a portion of this cash flow to fund $1.3$2.6 billion of share repurchases, in addition to shares purchased under the ASR agreement, pay $798$880 million of dividends and fund $469$551 million in capital expenditures.2011,2012, our long-term debt-to-equity ratio wasincreased to 61.1% from 58.9% compared to 39.7% at the end of the second quarter of fiscal 2010.2011. Our return on invested capital (computed on net operating profit after tax for the trailing twelve months and the average of beginning and ending long-term debt and equity) was 16.0% for the second quarter of fiscal 2012 compared to 13.5% for the second quarter of fiscal 2011 compared to 11.5% for the second quarter. % of Net Sales Three Months Ended Six Months Ended % Increase (Decrease)
in Dollar Amounts July 31,
2011 August 1,
2010 July 31,
2011 August 1,
2010 Three
Months Six
Months 100.0% 100.0% 100.0% 100.0% 4.2% 2.2% 34.0 33.9 34.3 34.1 4.5 2.7 20.7 21.3 22.1 22.6 1.4 (0.1) 2.0 2.1 2.1 2.3 (2.5) (2.9) 22.6 23.4 24.3 24.9 1.1 (0.4) 11.3 10.6 10.0 9.2 12.0 10.8 - - - - - (28.6) 0.7 0.8 0.8 0.8 (1.3) (1.0) - - - 0.1 - (100.0) 0.7 0.8 0.8 0.9 (1.4) (15.4) 10.6 9.8 9.3 8.3 13.0 13.7 3.9 3.7 3.4 3.0 10.7 14.2 6.7% 6.1% 5.9% 5.3% 14.3% 13.5% 373 369 689 692 1.1% (0.4)% $ 54.04 $ 52.30 $ 53.72 $ 52.41 3.3% 2.5%
Operating Store (in thousands) $ 690 $ 662 $ 634 $ 621 4.2% 2.1% $ 342.70 $ 328.27 $ 314.89 $ 307.94 4.4% 2.3% 4.3% 1.7% 2.0% 3.2% N/A N/A % of Net Sales % Increase (Decrease)
in Dollar Amounts Three Months Ended Six Months Ended July 29, 2012 July 31, 2011 July 29,
2012 July 31,
2011 Three Months Six Months NET SALES 100.0 % 100.0 % 100.0 % 100.0 % 1.7 % 3.6 % 34.2 34.0 34.4 34.3 2.2 4.0 Operating Expenses: Selling, General and Administrative 19.8 20.7 21.2 22.1 (2.9 ) (0.5 ) Depreciation and Amortization 1.9 2.0 2.0 2.1 (1.3 ) (2.4 ) Total Operating Expenses 21.7 22.6 23.3 24.3 (2.7 ) (0.7 ) 12.5 11.3 11.2 10.0 12.0 15.3 Interest and Other (Income) Expense: Interest and Investment Income — — — — 33.3 80.0 Interest Expense 0.8 0.7 0.8 0.8 4.0 7.2 Other — — (0.2 ) — N/A N/A Interest and Other, net 0.7 0.7 0.6 0.8 3.4 (17.5 ) EARNINGS BEFORE PROVISION FOR INCOME TAXES 11.8 10.6 10.5 9.3 12.6 18.0 Provision for Income Taxes 4.3 3.9 3.9 3.4 12.9 17.9 NET EARNINGS 7.4 % 6.7 % 6.7 % 5.9 % 12.4 % 18.0 % Number of Customer Transactions (in millions) 374.9 372.7 703.9 689.2 0.6 % 2.1 % Average Ticket $ 55.02 $ 54.04 $ 54.78 $ 53.72 1.8 % 2.0 % Weighted Average Weekly Sales Per Operating Store (in thousands) $ 704 $ 690 $ 658 $ 634 2.0 % 3.8 % Weighted Average Sales per Square Foot $ 350.20 $ 342.70 $ 327.32 $ 314.89 2.2 % 3.9 % 2.1 % 4.3 % 3.8 % 2.0 % N/A N/A (1) 2011 2012increased 4.2%1.7% to $20.2$20.6 billion from $19.4$20.2 billion for the second quarter of fiscal 2010.2011. For the first six months of fiscal 2011,2012, Net Sales increased 2.2%3.6% to $37.1$38.4 billion from $36.3$37.1 billion for the comparable period inof fiscal 2010.2011. The increase in Net Sales for the second quarter and first six months of fiscal 20112012 reflects the impact of positive comparable store sales. Total comparable store sales increased 4.3%2.1% for the second quarter of fiscal 20112012 compared to an increase of 1.7%4.3% for the second quarter of fiscal 2010.2011. For the first six months of fiscal 2011,2012, total comparable store sales increased 2.0%3.8% compared to an increase of 3.2%2.0% for the same period of fiscal 2010.2011.2011 reflects2012 reflect a number of factors. Our performance in the second quarter of fiscal 2011 was driven by our seasonal business and outdoor projects, repair business from the harsh winter and spring storms, and strength in our core departments. The majority of our departments posted positive comparable store sales for the second quarter and first six months of fiscal 2011,2012, and comparable store average ticket increased 3.3%1.8% and 2.5%2.0% for the second quarter and first six months of fiscal 2011,2012, respectively. Comparable store sales for our Building Materials,Décor, Lumber, Kitchen, Paint, Electrical, Kitchen/Tools, Bath, Indoor Garden, Outdoor GardenFlooring and ToolsPlumbing product categories were above the Company average and comparablefor the second quarter of fiscal 2012. Comparable store sales for our Hardware, was atLighting and Millwork product categories were positive for the Company averagesecond quarter of fiscal 2012. Comparable store sales for our Garden and Building Materials product categories were negative for the second quarter of 2012 reflecting the impact of weather and tough year-over-year comparisons in roofing due to storm and repair activity that drove sales in the second quarter of fiscal 2011. Comparable store sales for our Paint, Plumbing and Flooring product categories were positive but less than the Company average2011. Comparable store sales in Lighting were flat while Lumber and Millwork were negative2012 from $6.9 billion for the second quarter of 2011.Gross Profit increased 4.5% to $6.9 billion for the second from $6.6 billion for the second quarter of fiscal 2010.. Gross Profit increased 2.7%4.0% to $12.7$13.2 billion for the first six months of fiscal 20112012 from $12.4$12.7 billion for the first six months of fiscal 2010.2011. Gross Profit as a percent of Net Sales increased 8 17 basis points to 34.0%34.2% for the second quarter of fiscal 20112012 compared to 33.9%34.0% for the second quarter of fiscal 2010.2011. For the first six months of fiscal 2011,2012, Gross Profit as a percent of Net Sales was 34.3%34.4% compared with 34.1%to 34.3% for the comparable period of fiscal 2010,2011, an increase of 1614 basis points. The increase in gross profit margin in the second quarter and first six months of fiscal 20112012 was driven primarily by benefits arising from our merchandising portfolio approacha change in mix of products sold and our supply chain transformation in the U.S.increased 1.4%decreased2.9% to $4.2$4.1 billion for the second quarter of fiscal 20112012 from $4.1$4.2 billion for the second quarter of fiscal 2010,2011, and was $8.2$8.2 billion for the first six months of both fiscal 20112012 and 2010.2011. As a percent of Net Sales, SG&A was 20.7%19.8% for the second quarter of fiscal 20112012 compared to 21.3%20.7% for the second quarter of fiscal 2010.2011. For the first six months of fiscal 2011,2012, SG&A as a percent of Net Sales was 22.1%21.2% compared to 22.6%22.1% for the same period last year. The decrease in SG&A as a percent of Net Sales for the second quarter and first six months of fiscal 2012 reflects expense leverage resulting from the positive comparable store sales environment, favorable changes in our workers' compensation reserves and lower credit card expense. Additionally, we recognized certain charges in the second quarter of fiscal 2011 that did not repeat in fiscal 2012.partially offset by a $32 million impairment charge for a non-core carpet cleaning and cabinet refinishing businessan increase in fully depreciated assets that are still utilized in the Company intendsbusiness.sell.Depreciation and Amortization decreased 2.5% to $396 million$20112012 from $406 million$2.3 billion for the second quarter of fiscal 2010. For2011. Operating Income increased15.3% to $4.3 billion for the first six months of fiscal 2011, Depreciation and Amortization decreased 2.9% to $793 million2012 from $817 million$3.7 billion for the same periodfirst six months of fiscal 2010. Depreciation and Amortization as a percent of Net Sales was 2.0% for2011.2011 compared to 2.1% for the second quarter of fiscal 2010, and was 2.1% for the first six months of fiscal 2011 compared to 2.3% for the same period in fiscal 2010. The decrease in Depreciation and Amortization was a function of an increased number of fully depreciated assets.Operating Income increased 12.0% to $2.3 billion for the second quarter of fiscal 2011 from $2.0 billion for the second quarter of fiscal 2010. Operating Income increased 10.8% to $3.7 billion for the first six months of fiscal 2011 from $3.4 billion for the first six months of fiscal 2010.In the second quarter of fiscal 2011,$146$151 million of Interest and Other, net, compared to $148$146 million in for the second quarter of fiscal 2010.2011. We recognized $285$235 million of Interest and Other, net infor the first six months of fiscal 20112012 compared to $337$285 million for the same period last year. Interest and Other, net, as a percent of Net Sales was 0.7% for the second quarter of both fiscal 2012 and 2011 compared to 0.8% for the second quarter of fiscal 2010.. For the first six months of fiscal 2011,2012, Interest and Other, net, as a percent of Net Sales was 0.8%0.6% compared to 0.9%0.8% for the same period last year. Interest and Other, net, for the first six months of fiscal 2010 reflects2012 included a $51$67 million pretax charge taken in the first quarter of fiscal 2010benefit related to the extensiontermination of our guarantee of a senior secured loan of HD Supply, Inc. compared to 36.5% for the comparable period of fiscal 2010..$0.86$1.01 and $1.36$1.68 for the second quarter and first six months of fiscal 2011,2012, respectively, compared to $0.72$0.86 and $1.14$1.36 for the second quarter and first six months of fiscal 2010,2011, respectively. Diluted Earnings per Share for the second quarter and first six months of fiscal 20112012 reflect $0.04 and $0.06,$0.07, respectively, of benefit from repurchases of our common stock in the last 12 months.2011,2012, Net Cash Provided by Operating Activities was $4.5$4.3 billion compared to $3.4$4.5 billion for the same period of fiscal 2010.2011. This increasedecrease was primarily a result of an$515 million less in cash provided by a change in Merchandise Inventories as a result of increased inventory purchases in support of the upcoming holiday season, partially offset by a $392 million increase in Net Earnings, changes in inventory levels and other net working capital items.20112012 was $442$581 million compared to $363$442 million for the same period of fiscal 2010.2011. This change was primarily due to increasedan $82 million increase in Capital Expenditures.bothfiscal 2012 was $2.9 billion compared to $2.0 billion for the same period of fiscal 2011. This change was primarily the result of $1.0 billion in net proceeds from long-term borrowings in the first six months of fiscal 2011 and 2010 was $2.0 billion. In March 2011, we issued $1.0 billion$379 million more in repurchases of 4.40% Senior Notes due April 1, 2021 at a discount of $2 million and $1.0 billion of 5.95% Senior Notes due April 1, 2041 at a discount of $4 million (together, the “March 2011 issuance”). Interest on these Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning October 1, 2011. The net proceeds of the March 2011 issuance were used to repurchase $1.0 billion of our common stock and the balance of the net proceeds were used to repay our 5.20% Senior Notes that matured March 1, 2011 in the aggregate principal amountfirst six months of $1.0 billion.connection with the March 2011 issuance,first quarter of fiscal 2012, we entered into an ASR agreement with a third-party financial institution to repurchase $1.0 billion of our common stock. Under thethis agreement, in the first quarter of fiscal 2011 we paid $1.0 billion to the financial institution, using cash on hand, and received an initial delivery of approximately 2117 million shares. shares in the first quarter of fiscal 2012. The transaction was completed in the second quarter of fiscal 2011,2012, at which time we received approximately 3 million additional shares. The final number of shares delivered upon settlement of the $1.0 billion ASR agreement was determined with reference to the average price of our common stock over the term of the agreement.additional 6ASR agreement with a third-party financial institution to repurchase $1.4 billion of our common stock. Under this agreement, we paid $1.4 billion to the financial institution, using cash on hand, and received an initial delivery of approximately 22 million shares. Also during shares in the second quarter of fiscal 2012. The final number of shares delivered upon settlement of the $1.4 billion ASR agreement will be determined with reference to the average price of our common stock over the term of the agreement.2011,2012, we repurchased anapproximately 4 million additional 36 million shares of our common stock for $1.3 billion$200 million through the open market. As of the end of the second quarterfirst six months of fiscal 2011, $7.62012, $3.8 billion remained under our share repurchase authorization.In May 2010, we entered into a forward starting interest rate swap agreement with a notional amount of $500 million, which was accounted for as a cash flow hedge, to hedge interest rate fluctuations in anticipation of the March 2011 issuance. Upon the March 2011 issuance, we settled this forward starting interest rate swap agreement for an immaterial amount.31, 2011,29, 2012, there were no borrowings outstanding under the commercial paper programs or the related credit facility. The new credit facility expires in July 20132017 and contains various restrictive covenants. As of July 31, 2011,29, 2012, we were in compliance with all of the covenants, and they are not expected to impact our liquidity or capital resources.31, 2011,29, 2012, we had $2.6$2.8 billion in Cash and Cash Equivalents. We believe that our current cash position, access to the debt capital markets and cash flow generated from operations should be sufficient to enable us to complete our capital expenditure programs and fund dividend payments, share repurchases and any required long-term debt payments through the next several fiscal years. In addition, we have funds available from our commercial paper programs and the ability to obtain alternative sources of financing.Item 3. Quantitative and Qualitative Disclosures about Market RiskItem 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and ProceduresItem 4. Controls and Procedures Act)Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.31, 201129, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.arewere no other material changes during the second quarter of fiscal 20112012 to our disclosure in Item 3 of our Form 10-K.September 2010,the second and third quarters of fiscal 2006, three purported, but uncertified, class actions were filed against the Company, was contacted by district attorneysThe Home Depot FutureBuilder Administrative Committee and certain of the Company's current and former directors and employees alleging breach of fiduciary duty in three countiesviolation of the Employee Retirement Income Security Act of 1974 in California withinconnection with the South Coast Air Quality Management District (the “SCAQMD”)Company's return-to-vendor and stock option practices. These actions were joined into one case in 2007, and the City of Los Angeles regarding allegations that the Company sold products in those counties with VOC (volatile organic compound) levels in excess of amounts permitted by SCAQMD rules. In June 2011, two related complaints were filed in the Superior Court of California – County of Los Angeles against the Company. The firstplaintiffs' joint amended complaint sought certification as a class action, was brought by the SCAQMDunspecified damages, costs, attorney's fees and alleges that the Company sold products with higher-than-permitted VOC levels. This action seeks $30 million in civil penaltiesequitable and injunctive relief. On June 7, 2010, the U.S. District Court for the Northern District of Georgia (the "District Court") in Atlanta granted with prejudice Home Depot's motion to dismiss plaintiffs' third amended complaint. On June 28, 2010, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Eleventh Circuit (the "Circuit Court"), and on May 8, 2012, the Circuit Court affirmed the District Court's order dismissing plaintiffs' third amended complaint with prejudice. The second action was broughtplaintiffs did not seek reconsideration by the Los Angeles City AttorneyCircuit Court, and the district attorneys of each of Orange, Riversidetime for them to apply for review by the United States Supreme Court has now passed. As a result, the Circuit Court's decision is now final and San Bernadino counties and alleges that the Company engaged in unfair business practices and false advertising when selling these products. This action seeks unspecified civil penalties and injunctive relief. Although the Company cannot predict the outcomes of these matters, it does not expect either to have a material adverse effect on its consolidated financial condition or results of operations.nonappealable.Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) 2011,2012, the Company issued 13,6939,784 deferred stock units under The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The deferred stock units were credited to the accounts of such nonemployee directors during the second quarter of fiscal 20112012 who elected to receive board retainers in the form of deferred stock units instead of cash. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.During the second quarter of fiscal 2011, the Company credited 1,309 deferred stock units to participant accounts under The Home Depot FutureBuilder Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act of 1933 for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following the termination of services as described in this plan.(b) (c) 2011,2012, the Company has repurchased shares of its common stock having a value of approximately $32.4 billion.$36.2 billion. The number and average price of shares purchased in each fiscal month of the second quarter of fiscal 20112012 are set forth in the table below: Total
Number of
Shares
Purchased(1) Average
Price Paid
Per Share(1) Total Number of
Shares Purchased as
Part of Publicly
Announced Program(2) Dollar Value of
Shares that May Yet
Be Purchased Under
the Program(2) 5,918,674 $37.50 5,871,532 $8,610,015,354 11,908,399 $34.57 11,660,426 $8,206,994,680 16,560,889 $36.22 16,481,770 $7,610,015,369 Period 4,336,405 $ 49.48 4,305,583 $ 5,236,650,057 22,078,849 $ 49.34 22,076,619 $ 3,810,013,843 June 25, 2012 – July 29, 2012 4,320 $ 52.14 — $ 3,810,013,843 (1) These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. Participants in the Plans may also exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Participants in the Plans may also surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreement and not pursuant to publicly announced share repurchase programs.(2) 2011,2012, the Board had approved purchases up to $40.0 billion. The program does not have a prescribed expiration date.(3) In the first quarter of fiscal 2011,2012, the Company paid $1.0 billion under an ASR agreement and received an initial delivery of 21approximately 17 million shares. The transaction was completed in the second quarter of fiscal 2011,2012, with the Company receiving anapproximately 3 million additional 6 million shares to settle the agreement. The Average Price Paid Per Share was calculated with reference to the average stock price of the Company’s common stock over the term of the ASR agreement. See Note 3note 2 to the Consolidated Financial Statements included in this report.(4) Item 6. Exhibits Securities and Exchange Commission,SEC, as indicated by the references in brackets. All other exhibits are filed or furnished herewith.3.1[Form 10-Q filed on September 1, 2011, Exhibit 3.1] 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. 15.1 Acknowledgement of Independent Registered Public Accounting Firm, dated August 22, 2012. 31.1 Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2 Certification of the Chief Financial Officer and Executive Vice President – Corporate Services pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer and Executive Vice President – Corporate Services furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2012, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements. THE HOME DEPOT, INC. (Registrant) By: /s/ FRANCIS S. BLAKE Francis S. Blake Chairman and Chief Executive Officer /s/ CAROL B. TOMÉ Carol B. Tomé Chief Financial Officer and Executive Vice President – Corporate Services August 22, 2012 (Date) Exhibit Description Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the references in brackets. All other exhibits are filed or furnished herewith. 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. 15.1 15.1 Letter of KPMG LLP, Acknowledgement of Independent Registered Public Accounting Firm, dated August 31, 2011.22, 2012. 31.1 Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2 Certification of the Chief Financial Officer and Executive Vice President – Corporate Services pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32.1 Certification of Chairman and Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer and Executive Vice President – Corporate Services furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011,29, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnishedfiled electronically herewith: (i) the Consolidated Statements of Earnings;Balance Sheets; (ii) the Consolidated Balance Sheets;Statements of Earnings; (iii) the Consolidated Statements of Cash Flows;Comprehensive Income; (iv) the Consolidated Statements of Comprehensive Income;Cash Flows; and (v) the Notes to the Consolidated Financial Statements.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 thereunto duly authorized.THE HOME DEPOT, INC. (Registrant)By:/s/ FRANCIS S. BLAKEFrancis S. BlakeChairman and Chief Executive Officer/s/ CAROL B. TOMÉCarol B. ToméChief Financial Officer andExecutive Vice President – Corporate ServicesAugust 30, 2011(Date)ExhibitDescriptionExhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the Securities and Exchange Commission, as indicated by the references in brackets. All other exhibits are filed or furnished herewith.3.1Amended and Restated Certificate of Incorporation of The Home Depot, Inc.*3.2By-Laws of The Home Depot, Inc. (Amended and Restated Effective June 2, 2011)[Form 8-K filed on June 7, 2011, Exhibit 3.1]12.1Statement of Computation of Ratio of Earnings to Fixed Charges.15.1Letter of KPMG LLP, Acknowledgement of Independent Registered Public Accounting Firm, dated August 31, 2011.31.1Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.31.2Certification of the Chief Financial Officer and Executive Vice President – Corporate Services pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.32.1Certification of Chairman and Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Chief Financial Officer and Executive Vice President – Corporate Services furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements.21